Getty Realty (NYSE: GTY) holders approve directors, pay plan and PwC

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Getty Realty Corp. reported the results of its 2026 Annual Meeting of Stockholders held on April 21, 2026. Stockholders elected six directors, including Christopher J. Constant, who received 47,660,532 votes for and 427,006 votes withheld, with 5,606,769 broker non-votes.

Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with 46,146,635 votes for and 1,839,438 votes against, plus 101,465 abstentions and 5,606,769 broker non-votes. In addition, they ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 52,511,210 votes for, 1,147,297 against, and 35,800 abstentions.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Christopher J. Constant: 47,660,532 votes Votes for Say-on-Pay: 46,146,635 votes Votes against Say-on-Pay: 1,839,438 votes +3 more

6 metrics

Votes for Christopher J. Constant 47,660,532 votes Director election at 2026 Annual Meeting

Votes for Say-on-Pay 46,146,635 votes Advisory executive compensation approval

Votes against Say-on-Pay 1,839,438 votes Advisory executive compensation approval

Broker non-votes on Say-on-Pay 5,606,769 votes Advisory executive compensation proposal

Votes for PwC ratification 52,511,210 votes Auditor ratification for fiscal year ending December 31, 2026

Votes against PwC ratification 1,147,297 votes Auditor ratification for fiscal year ending December 31, 2026

Key Terms

broker non-votes, Say-on-Pay, independent registered public accounting firm, Annual Meeting of Stockholders

4 terms

broker non-votes financial

"There were 46,146,635 votes cast for the proposal, 1,839,438 votes cast against the proposal, 101,465 abstentions and 5,606,769 broker non-votes."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Say-on-Pay financial

"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"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

independent registered public accounting firm financial

"Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Annual Meeting of Stockholders financial

"At the 2026 Annual Meeting of Stockholders of Getty Realty Corp. held on April 21, 2026"

Understanding 8-K Material Events →

04/27/2026 - 04:30 PM

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 21, 2026

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, 9^th 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 2026 Annual Meeting of Stockholders of Getty Realty Corp. (the “Company”) held on April 21, 2026 (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		47,660,532		427,006		5,606,769
Milton Cooper		43,925,290		4,162,248		5,606,769
Philip E. Coviello		43,078,283		5,009,255		5,606,769
Evelyn León Infurna		42,386,077		5,701,461		5,606,769
Mary Lou Malanoski		47,438,808		648,730		5,606,769
Howard Safenowitz		46,881,651		1,205,887		5,606,769

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 46,146,635 votes cast for the proposal, 1,839,438 votes cast against the proposal, 101,465 abstentions and 5,606,769 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, 2026.

Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. There were 52,511,210 votes cast for the appointment, 1,147,297 votes cast against the appointment and 35,800 abstentions. Broker non-votes not reported for this Proposal.

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 27, 2026	By:	/s/ Brian R. Dickman
		Brian R. Dickman
		Executive Vice President
		Chief Financial Officer and Treasurer

Source: View Original Filing on SEC EDGAR

FAQ

What did Getty Realty Corp. (GTY) stockholders decide at the 2026 annual meeting?

Stockholders elected six directors, approved executive compensation on an advisory basis, and ratified PricewaterhouseCoopers LLP as auditor for the fiscal year ending December 31, 2026, confirming the company’s existing leadership and audit arrangements.

How did Getty Realty Corp. (GTY) stockholders vote on director elections?

All director nominees were elected. For example, Christopher J. Constant received 47,660,532 votes for and 427,006 votes withheld, with 5,606,769 broker non-votes, indicating broad stockholder support for the company’s board slate.

Was Getty Realty Corp. (GTY) executive compensation approved in the 2026 Say-on-Pay vote?

Yes. The advisory Say-on-Pay proposal received 46,146,635 votes for, 1,839,438 votes against, 101,465 abstentions, and 5,606,769 broker non-votes, showing that a large majority of voting shares supported the named executive officers’ compensation program.

Which auditing firm will serve Getty Realty Corp. (GTY) for the 2026 fiscal year?

Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 52,511,210 votes for, 1,147,297 against, and 35,800 abstentions, affirming the company’s current audit relationship.

What are broker non-votes in the Getty Realty Corp. (GTY) 2026 meeting results?

Broker non-votes arise when brokers hold shares in street name but lack instructions on non-routine items. For Getty Realty, proposals like director elections and Say-on-Pay showed 5,606,769 broker non-votes, meaning those shares were not counted for or against those items.

Filing Exhibits & Attachments

3 documents