8-K
Getty Realty Corp /Md/ (GTY)
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 28, 2020
GETTY REALTY CORP.
(Exact name of Registrant as Specified in Its Charter)
| Maryland | 001-13777 | 11-3412575 |
|---|---|---|
| (State or Other Jurisdiction<br><br><br>of Incorporation) | (Commission<br><br><br>File Number) | (IRS Employer<br><br><br>Identification No.) |
| Two Jericho Plaza, Suite 110,<br><br><br>Jericho, New York | 11753-1681 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (516) 478-5400
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:
| ☐ | 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. |
|---|
The 2020 Annual Meeting of Stockholders of Getty Realty Corp. (the “Company”) was held on April 28, 2020 (the “Annual Meeting”). At the Annual Meeting, the stockholders 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 | 33,389,988 | 322,210 | 4,211,129 |
| Milton Cooper | 19,764,556 | 13,947,642 | 4,211,129 |
| Philip E. Coviello | 19,464,316 | 14,247,882 | 4,211,129 |
| Leo Liebowitz | 32,686,218 | 1,025,980 | 4,211,129 |
| Mary Lou. Malanoski | 33,175,999 | 536,199 | 4,211,129 |
| Richard E. Montag | 33,008,098 | 704,100 | 4,211,129 |
| Howard Safenowitz | 19,126,921 | 14,585,277 | 4,211,129 |
Proposal 2: Advisory (Non-binding) Vote on 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 32,396,791 votes cast for the proposal, 1,169,481 votes cast against the proposal, 145,926 abstentions and 4,211,129 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, 2020
Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. There were 37,226,424 votes cast for the appointment, 661,071 votes cast against the appointment, 35,832 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 29, 2020 | By: | /s/ Danion Fielding |
| Danion Fielding | ||
| Vice President, Chief | ||
| Financial Officer and Treasurer |
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