Edgar Filing: GETTY REALTY CORP /MD/

GETTY REALTY CORP.

Date: May 16, 2014

/s/ Christopher J. Constant

Christopher J. Constant

Vice President, Chief Financial Officer and Treasurer

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): May 13, 2014

Getty Realty Corp.

(Exact name of registrant as specified in charter)

Maryland

001-13777

11-3412575

(State of

Organization)

(Commission

File Number)

(IRS Employer

Identification No.)

125 Jericho Turnpike, Suite 103

Jericho, New York

11753

(Address of principal executive offices)

(Zip Code)

Registrant’s Telephone Number, including area code: (516) 478-5400

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))

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

The 2014 Annual Meeting of Stockholders of the Company was held on May 13, 2014 (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 until the next annual meeting of stockholders and until their respective successors are elected and qualify:


	VOTES CAST						BROKER
	FOR		AGAINST		ABSTENTIONS		NON-VOTES

Milton Cooper		23,779,583		236,805		28,953		6,988,741

Philip E. Coviello		23,682,691		233,896		128,754		6,988,741

David B. Driscoll		23,698,112		214,569		132,660		6,988,741

Leo Liebowitz		23,396,876		620,783		27,682		6,988,741

Richard E. Montag		23,710,410		201,771		133,160		6,988,741

Howard Safenowitz		19,538,680		4,475,994		30,667		6,988,741

Proposal 2: Approval of the Getty Realty Corp. Amended and Restated 2004 Omnibus Incentive Compensation Plan

Approved the Getty Realty Corp. Amended and Restated 2004 Omnibus Incentive Compensation Plan. There were 23,448,536 votes cast for the proposal, 419,940 votes cast against the proposal, 176,865 abstentions and 6,988,741 broker non-votes.

Proposal 3: 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 22,550,776 votes cast for the proposal, 1,309,879 votes cast against the proposal, 184,686 abstentions and 6,988,741 broker non-votes.

Proposal 4: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm

Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014. There were 30,678,381 votes cast for the appointment, 243,277 votes cast against the appointment, 112,424 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 hereunto duly authorized.