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)

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 5.07. 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:

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.