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): February 21, 2023

GETTY REALTY CORP.

(Exact name of Registrant as Specified in Its Charter)

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):

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

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective February 21, 2023, Richard E. Montag notified the Board of Directors of Getty Realty Corp. of his decision to retire. Mr. Montag dedicated more than 12 years of service to the Board of Directors, where he also served as a member of the Audit Committee and the Compensation Committee.

Mr. Montag's decision to retire was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

Item 8.01. Other Events..

On February 24, 2023, Getty issued a press release announcing the retirement of Richard E. Montag from its Board of Directors. A copy of the press release is filed as Exhibit 99.1 and incorporated into this Item 8.01 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

The information contained in Item 2.02 and Exhibit 99.1 to this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Such information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.

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.

EX-99

Exhibit 99.1

FOR IMMEDIATE RELEASE

GETTY REALTY CORP. ANNOUNCES THE RETIREMENT

OF RICHARD E. MONTAG FROM ITS BOARD OF DIRECTORS

NEW YORK, NY, Febraury 24, 2023 — Getty Realty Corp. (NYSE: GTY) (“Getty” or the “Company”) announced today that Richard E. Montag has retired from its Board of Directors, effective February 21, 2023.

Mr. Montag’s decision to retire comes after more than 12 years of service on the Company’s Board where he also served as a member of the Audit Committee and the Compensation Committee.

Prior to joining Getty's Board, Mr. Montag had a highly successful career as a senior executive in the real estate industry, including as Vice President of Real Estate Development at the Richard E. Jacobs Group, one of the most established and respected owners, developers, and managers of commercial real estate in the U.S. Mr. Montag also served as a member of the Board of Directors of a number of prominent retail and real estate companies.

“On behalf of the Board of Directors, and all Getty employees, I want to thank Richard for serving on our Board and for his overall contributions to the Company,” commented Christopher J. Constant, Getty’s President & Chief Executive Officer. “Richard’s real estate expertise was always greatly appreciated in helping us manage all aspects of our growing portfolio. On a personal note, we will miss him and wish him all the best in his retirement.”.

About Getty Realty Corp.

Getty Realty Corp. is a publicly traded, net lease REIT specializing in the acquisition, financing and development of convenience, automotive and other single tenant retail real estate. As of December 31, 2022, the Company’s portfolio included 1,039 freestanding properties located in 38 states across the United States and Washington, D.C.