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 22, 2025

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 2025 Annual Meeting of Stockholders of Getty Realty Corp. (the “Company”) held on April 22, 2025 (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	43,978,306	846,561	4,056,449
Milton Cooper	40,513,627	4,311,240	4,056,449
Philip E. Coviello	40,621,131	4,203,736	4,056,449
Evelyn León Infurna	43,684,451	1,140,416	4,056,449
Mary Lou Malanoski	39,901,830	4,923,037	4,056,449
Howard Safenowitz	43,731,910	1,092,957	4,056,449

Proposal 2: Advisory (Non-binding) Vote on Named Executive Officer 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 42,866,791 votes cast for the proposal, 1,757,487 votes cast against the proposal, 200,589 abstentions and 4,056,449 broker non-votes.

Proposal 3: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025.

Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. There were 48,217,302 votes cast for the appointment, 637,906 votes cast against the appointment and 26,108 abstentions. Broker non-votes not reported for this Proposal.


	GETTY REALTY CORP.

Date: April 24, 2025	By:	/s/ Brian R. Dickman
		Brian R. Dickman
		Executive Vice President
		Chief Financial Officer and Treasurer