[8-K] Getty Realty Corp. Reports Material Event

Rhea-AI Filing Summary

V.F. Corporation (VFC) filed an 8-K reporting the results of its 22 July 2025 Annual Meeting (Item 5.07).

• Board election – 12 directors re-elected: support ranged from 90.8% (Juliana L. Chugg) to 99.1% (Alexander K. Cho); broker non-votes totaled 57.2 M.
• Say-on-pay: 282.2 M votes for, 11.7 M against, 0.6 M abstentions (≈96% approval).
• Auditor ratification: PricewaterhouseCoopers LLP re-appointed with 325.6 M votes for, 25.3 M against, 0.8 M abstentions (≈92.8% approval).

No other matters were submitted and no extraordinary events were disclosed. The strong majorities suggest continued shareholder confidence in VF’s governance, compensation practices and audit oversight.

Positive

• All 12 directors re-elected with at least ~91% support, underscoring board stability.
• Say-on-pay received ≈96% approval, reducing risk of compensation-related activism.
• PricewaterhouseCoopers LLP ratified by ≈93% vote, reinforcing confidence in audit oversight.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: Routine AGM; directors, pay and auditor soundly approved, indicating broad shareholder support and low governance risk.

The meeting produced predictable outcomes: every director secured >90% of votes cast, including newer members, signalling board stability. The advisory say-on-pay garnered ≈96% support, well above the 70% threshold proxy advisors view as acceptable, reducing compensation-related activism risk. Auditor ratification at ≈93% likewise reflects confidence in financial reporting integrity. No shareholder proposals or contested items surfaced. Overall, results are governance-positive but not materially transformative for the equity story.

Portfolio Manager

TL;DR: Strong but routine vote outcomes; no immediate trading catalyst, maintains status quo.

From a portfolio perspective, the filing confirms continuity: incumbent board, unchanged audit firm and affirmed pay structure. While high approval levels remove an overhang of potential governance controversy, they do not alter cash flow, leverage or brand-level execution challenges that drive valuation. Accordingly, I classify the disclosure as neutral for positioning; attention remains on upcoming operating results and strategic initiatives rather than AGM mechanics.

false000105275200010527522025-07-242025-07-24

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): July 24, 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 8.01. Other Events.

Updated Material U.S. Federal Income Tax Disclosure

The discussion under the heading “Material U.S. Federal Income Tax Considerations” in Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference, supersedes and replaces in its entirety the discussion under the heading “Material U.S. Federal Income Tax Considerations” in the prospectus dated January 5, 2024, which is a part of the Company’s Registration Statement on Form S-3 (File No. 333-276399) filed with the Securities and Exchange Commission (the “Commission”) on January 5, 2024 and the prospectus supplement filed with the Commission on February 16, 2024.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number		Description
99.1		Updated Material U.S. Federal Income Tax Disclosure.
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

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

FAQ

What were the key results of VFC's 2025 Annual Meeting?

Shareholders re-elected all 12 directors, approved executive compensation with ≈96% support and ratified PwC as auditor with ≈93% support.

How did shareholders vote on VFC's executive compensation (say-on-pay)?

Votes For: 282.2 M; Votes Against: 11.7 M; Approval rate ≈96%.

Was PricewaterhouseCoopers LLP retained as VFC's auditor for FY 2026?

Yes. PwC was ratified with 325.6 M votes for and 25.3 M against.

Did any VFC director face significant opposition?

The highest opposition was 24.7 M votes against Juliana L. Chugg (≈8.4% of votes cast), still well below a dissent level of concern.

Are there any material impacts from this 8-K on VFC's financial outlook?

No. The filing only reports shareholder voting results; it contains no new financial guidance or operational changes.