8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 25, 2023

GETTY REALTY CORP.

(Exact name of Registrant as Specified in Its Charter)

Maryland	001-13777	11-3412575
(State or Other Jurisdiction of Incorporation)	(Commission  File Number)	(IRS Employer Identification No.)

292 Madison Avenue, 9th Floor New York, New York	10017-6318
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (646) 349-6000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	GTY	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the 2023 Annual Meeting of Stockholders of Getty Realty Corp. (the “Company”) held on April 25, 2023 (the “Annual Meeting”), the stockholders of the Company voted on the following items:

Proposal 1: Election of Directors

Elected the following nominees to serve on the Board of Directors of the Company until the next annual meeting of stockholders and until their respective successors are elected and qualify:

	VOTES FOR	VOTES WITHHELD	BROKER NON-VOTES
Christopher J. Constant	37,199,957	423,537	3,648,543
Milton Cooper	34,257,664	3,365,830	3,648,543
Philip E. Coviello	34,063,216	3,560,278	3,648,543
Evelyn León Infurna	37,143,468	480,026	3,648,543
Mary Lou Malanoski	34,066,502	3,556,992	3,648,543
Howard Safenowitz	36,798,507	824,987	3,648,543

Proposal 2: Advisory (Non-binding) Vote on Named Executive Compensation (Say-On-Pay)

Approved, on an advisory basis (non-binding), the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and the accompanying tables in the proxy statement (“Say-on-Pay”) for the Annual Meeting. There were 35,885,943 votes cast for the proposal, 1,630,676 votes cast against the proposal, 106,875 abstentions and 3,648,543 broker non-votes.

Proposal 3: Advisory (Non-binding) Vote on the Frequency of Future Advisory Votes on Executive Compensation (Say-On-Frequency)

Approved, on an advisory basis (non-binding), the frequency of future advisory votes on executive compensation of the Company’s named executive officers as described the proxy statement (“Say-on-Frequency”) for the Annual Meeting. There were 36,818,409 votes cast for a Say-on-Pay vote every year, 35,508 votes cast for a Say-on-Pay vote every 2 years, 683,010 votes cast for a Say-on-Pay vote every 3 years, 86,567 abstentions and no broker non-votes. In light of the outcome of Say-on-Frequency vote, we have decided to include a Say-on-Pay vote every year in our annual meeting proxy materials until the next required Say-on-Frequency vote.

Proposal 4: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023

Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. There were 40,546,189 votes cast for the appointment, 701,604 votes cast against the appointment, 24,244 abstentions and no broker non-votes.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	GETTY REALTY CORP.
Date: April 28, 2023	By:	/s/ Joshua Dicker
		Joshua Dicker
		Executive Vice President
		General Counsel and Secretary

XML

Document and Entity Information	Apr. 25, 2023
Cover [Abstract]
Entity Registrant Name	GETTY REALTY CORP.
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0001052752
Document Period End Date	Apr. 25, 2023
Entity Emerging Growth Company	false
Entity File Number	001-13777
Entity Incorporation State Country Code	MD
Entity Tax Identification Number	11-3412575
Entity Address, Address Line One	292 Madison Avenue
Entity Address, Address Line Two	9th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017-6318
City Area Code	(646)
Local Phone Number	349-6000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock
Trading Symbol	GTY
Security Exchange Name	NYSE