UNITED STATES

SECURITIES AND EXCHANGE COMMSSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

GETTY REALTY CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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GETTY REALTY CORP.

292 MADISON AVENUE, 9TH FLOOR

NEW YORK, NEW YORK 10017-6376

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD APRIL 25, 2024

To our Stockholders:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Getty Realty Corp., a Maryland corporation (the “Company”), will be held on April 25, 2024 at 2:30 p.m. Eastern Time in a virtual format only. You will not be able to attend the Annual Meeting in person. To be admitted to the virtual Annual Meeting, you should go to www.virtualshareholdermeeting.com/GTY2024 and enter the control number found on your proxy card (“Proxy Card”), voting instruction form or Notice of Internet Availability of Proxy Materials. You will be deemed present and may vote at the virtual Annual Meeting by following the instructions available on the meeting website during the meeting.

As set forth in the attached proxy statement, the Annual Meeting will be held for the following purposes:

(1)	to elect a Board of Directors of six directors to hold office until our 2025 annual meeting and until their successors are elected and qualified;

(2)	to hold an advisory vote to approve named executive officer compensation; and

(3)	to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024.

We will also transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

The Proxy Statement accompanying this Notice more fully describes the proposals to be voted on at the Annual Meeting.

Only stockholders of record at the close of business on March 6, 2024 are entitled to notice of and to vote at the Annual Meeting or any adjournments or postponements thereof.

On or about March 14, 2024, we are furnishing proxy materials to our stockholders through the internet as permitted under the rules of the Securities and Exchange Commission. Under these rules, many stockholders will receive a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability of Proxy Materials”) instead of a paper copy of the Notice of Annual Meeting of Stockholders and Proxy Statement, our Proxy Card, and our Annual Report to Stockholders. We believe that this process gives us the opportunity to serve our stockholders more efficiently by making the proxy materials available quickly online and reducing costs associated with printing and postage. Stockholders who do not receive a Notice of Internet Availability of Proxy Materials will receive a paper copy of the proxy materials by mail. The Notice of Internet Availability of Proxy Materials instructs you how to access and review the proxy materials and our Annual Report beginning on March 14, 2024. The Notice of Internet Availability of Proxy Materials also instructs you how you may submit your proxy over the internet.

New York, New York

March 13, 2024

By Order of the Board of Directors,

/s/ Joshua Dicker

Joshua Dicker

Executive Vice President, General Counsel and Secretary

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WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, PLEASE READ THE PROXY STATEMENT AND COMPLETE A PROXY CARD FOR YOUR SHARES AS SOON AS POSSIBLE. YOU MAY VIA THE INTERNET AUTHORIZE A PROXY HOLDER TO VOTE YOUR SHARES BY FOLLOWING THE INSTRUCTIONS ON THE WEBSITE INDICATED IN THE NOTICE MAILED TO YOU REGARDING THE AVAILABILITY OF PROXY MATERIALS. IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, NOMINEE OR OTHER INSTITUTION, YOU SHOULD PROVIDE INSTRUCTIONS TO YOUR BROKER, BANK, NOMINEE OR OTHER INSTITUTION ON HOW TO VOTE YOUR SHARES. YOU MAY ALSO REQUEST A PAPER PROXY CARD TO SUBMIT YOUR VOTE BY MAIL. IF YOU VIRTUALLY ATTEND THE ANNUAL MEETING AND VOTE VIA THE MEETING WEBSITE, THAT VOTE WILL REVOKE ANY PROXY YOU MAY HAVE PREVIOUSLY SUBMITTED. IF YOU HOLD SHARES IN THE NAME OF A BROKERAGE FIRM, BANK, NOMINEE OR OTHER INSTITUTION, THEN, IN ORDER TO VOTE YOUR SHARES VIA THE MEETING WEBSITE DURING THE MEETING, YOU MUST ENTER THE CONTROL NUMBER FOUND ON YOUR PROXY CARD, VOTING INSTRUCTION FORM OR NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS.

YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN.

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PROXY SUMMARY 2024 ANNUAL MEETING OF STOCKHOLDERS			7
Annual Meeting Information			7
Record Date, Voting Rights, Outstanding Shares and Quorum			7
Voting Requirements			7
Vote Required			8
Broker Non-Votes			8
Revocation of Proxies			9
Solicitation of Proxies			9
Notice Regarding the Internet Availability of Proxy Materials			9
Voting Items and Board of Directors Recommendations			9
Performance Highlights			10
Executive Compensation Highlights			11
Business Philosophy			11
Corporate Responsibility			12
Our People: Social Responsibility and Human Capital Development			13
Employee Health and Wellness			13
Employee Benefits and Compensation			13
Diversity and Inclusion			14
Corporate Citizenship and Philanthropy			14
Corporate Culture			14
Our Planet: Environmental Stewardship			15
Environmental Due Diligence			15
Environmental Compliance			15
Sustainability at Our Properties			15
Sustainability at Our Corporate Headquarters			16
Our Practices: Corporate Governance and Ethical Business Practices			16
Board Composition			16
Cybersecurity			17
PROPOSAL NO. 1 ELECTION OF DIRECTORS (ITEM NO. 1 ON THE PROXY CARD)			18
Nominees for Election at the Annual Meeting			18
Committee Composition of our Board of Directors			21
Experience and Qualifications Represented on our Board of Directors			22
Recommendation			22
CORPORATE GOVERNANCE AND RELATED MATTERS			23
Board of Directors and Board Leadership Structure			23
Role of Board of Directors in Risk Oversight			24
Independence of Directors			25
Directors’ Meetings			25

Committees			25
Audit Committee			25
Nominating/Corporate Governance Committee			27
Responsibility for Director Nominations			27
Governance Oversight-Sustainability Reporting and Policies and Procedures; Compliance with Universal Proxy Rules			29
Compensation Committee			29
Contacting the Board of Directors			30
Executive Officers			30
Corporate Responsibility-Environmental Practices, Social Responsibility and Governance			31
Our Planet: Environmental Stewardship			32
Our Property Portfolio			32
Sustainability at Our Corporate Headquarters			34
Our People: Social Responsibility and Human Capital Development			34
Employee Compensation and Welfare Programs			34
Corporate Culture			35
Our Practices: Corporate Governance and Ethical Business Practices			35
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF SHARES			37
EXECUTIVE COMPENSATION			39
Compensation Discussion and Analysis			39
2023 Company Performance Highlights			39
Getty’s Compensation Program			40
Base Salary			43
Incentive Compensation			43
Annual Performance-Based Cash Bonus			43
Long-Term Equity Incentive Awards			43
Retirement Plans			44
Anti-Hedging and Anti-Pledging Policy			45
Stock Ownership Guidelines			45
Clawback Policy			45
Compensation Policies and Practices as Related to Risk Management			45
Compensation Committee Report			46
Summary Compensation Table			46
All Other Compensation			47
2023 Grants of Plan Based Awards			47
2023 Outstanding Equity Awards at Year-End			48
2023 Option Exercises and Stock Vested			49
Nonqualified Deferred Compensation			49

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2023 Compensation Disclosure Ratio of the Median Annual Total Compensation of All Company Employees to the Annual Total Compensation of the Company’s Chief Executive Officer			50
Director Compensation			51
Pay Versus Performance			52
List of Most Important Financial Performance Measures			53
Pay Versus Performance Relationship Disclosures			53
Equity Compensation Plans			55
PROPOSAL NO. 2 ADVISORY (NON-BINDING) VOTE ON NAMED EXECUTIVE COMPENSATION (SAY-ON-PAY) (ITEM NO. 2 ON THE PROXY CARD)			56
Background			56
Recommendation			56

GETTY REALTY 2024 Proxy Statement

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Proxy Summary 2024

Annual Meeting of Stockholders


Date and Time:	Place:	Record Date:
April 25, 2024 at 2:30 p.m. Eastern Time	Virtually at www.virtualshareholdermeeting.com/GTY2024	March 6, 2024

This Proxy Summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider before voting. Please carefully read the complete Proxy Statement and Getty’s Annual Report on Form 10-K before voting.

Annual Meeting Information

This Proxy Statement is furnished in connection with the solicitation of proxies by and on behalf of the Board of Directors of Getty Realty Corp. (hereinafter called the “Company” or “Getty”), to be voted at the Company’s Annual Meeting to be held in a virtual format only at www.virtualshareholdermeeting.com/GTY2024 on April 25, 2024 at 2:30 p.m. Eastern Time, and at any adjournments or postponements thereof (the “Annual Meeting”), for the purposes of (1) electing six directors to Getty’s Board of Directors; (2) holding an advisory vote to approve named executive officer compensation; and (3) ratifying the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm. We will also transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Record Date, Voting Rights, Outstanding Shares and Quorum

At the close of business on March 6, 2024, the record date for stockholders entitled to notice of and to vote at the Annual Meeting, there were 53,966,586 shares of Getty common stock outstanding. Only the holders of record of our common stock as of the close of business on the record date are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. Each outstanding share of common stock is entitled to one vote. The shares of common stock vote as a single class. In order to constitute a quorum at the Annual Meeting, there must be present virtually or represented by proxy stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting as of the record date.

Under Maryland law, shares represented by proxies that reflect abstentions or “broker non-votes” (i.e., shares held by a broker, bank, nominee or other record holder which are present virtually or by proxy at the Annual Meeting, but with respect to which such broker, bank, nominee or other record holder lacks discretionary authority to vote the shares and has not received voting instructions from the beneficial owner of the shares to vote on a particular proposal and is thus not empowered by the beneficial owner to vote the shares on such proposal) will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum.

Voting Requirements

If your shares are held in the name of a broker, bank, nominee or other record holder, you will receive instructions from the holder of record on how to vote your shares. You must follow the instructions of the holder of record in order for your shares to be voted. If your shares are not registered in your own name and you plan to vote your shares during the Annual Meeting, you should go to the meeting website and enter the control number found on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”).

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If your shares are registered directly in your name with our transfer agent, you are a “stockholder of record,” and you may vote your shares:

■	Online: Go to http://www.proxyvote.com and follow the instructions

■	By Telephone: Call toll-free 1-800-690-6903 and follow the instructions

■	By Mail: Complete, sign, date and return your proxy card in the enclosed envelope

■	Virtually In-Person: Virtually attend the Annual Meeting and vote your shares

All valid proxies received, and not revoked, before the Annual Meeting will be exercised. All shares represented by a valid proxy will be voted, and where a proxy specifies a stockholder’s choice with respect to any matter to be acted upon, the shares will be voted in accordance with that specification. If no choice is indicated on the proxy with respect to any one or more of the proposals, the shares will be voted in favor of such proposal(s). At the discretion of the persons named on the enclosed proxy card or vote instruction form, such proxy holder may also vote on any other matter that may properly come before the Annual Meeting or any adjournments or postponements thereof.

Vote Required

If a quorum is achieved at the Annual Meeting, the following voting requirements will apply:

Election of Directors. The affirmative vote of a plurality of all votes cast at the Annual Meeting at which a quorum is present is required for the election of each nominee to our Board of Directors. With respect to each director nominee, you may vote “for” such nominee or “withhold” your vote as to such nominee. If you “withhold” authority to vote with respect to one or more director nominees, your vote will have no effect on the election of such nominees. Director nominees with the most votes cast “for” such nominee’s election will be elected to our Board of Directors.

■	For purposes of the election of directors, abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote.

2.	Advisory vote to approve named executive officer compensation. The affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum is present is necessary to approve the advisory vote on named executive compensation.

■	For purposes of the advisory vote to approve the named executive officer compensation, abstentions and broker non-votes are not considered votes cast and will have no effect on the outcome of this proposal.

This vote on named executive officer compensation is not binding on the Board of Directors or Getty. The Board of Directors, however, will consider the results of the vote when considering future named executive compensation arrangements.

3.	Ratify the appointment of PricewaterhouseCoopers LLP. The affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum is present is required to ratify the appointment of PricewaterhouseCoopers LLP, as the independent registered public accounting firm.

■

For purposes of the appointment of PricewaterhouseCoopers LLP, abstentions are not considered votes cast and will have no effect on the outcome of this proposal. (The ratification of the appointment of auditors is considered a “routine” matter under The New York Stock Exchange (“NYSE”) rules for which brokers, banks, nominees or other record holders have discretionary authority to vote without receiving instructions from the beneficial owner of the shares. See “Broker Non-Votes” below for further information.)

Broker Non-Votes

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker, bank, nominee or other record holder holding the shares as to how to vote on matters deemed “non-routine” under NYSE rules and, therefore, such broker, bank, nominee or other record holder lacks discretionary authority to vote the shares without voting instructions from the beneficial owner. Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker, bank, nominee or other record holder holding the shares. If the beneficial owner does not provide voting instructions, the broker, bank, nominee or other record holder can still vote the shares with respect to matters that are considered to be “routine” under NYSE rules but cannot vote the shares with respect to “non-routine” matters. With respect to the three proposals set forth in this Proxy Statement, only Proposal 3 - Ratification of the Appointment of Independent Registered Public Accounting Firm - is considered to be “routine” and brokers, banks, nominees or other record holders will have discretionary

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voting power with respect to such proposal. We encourage you to provide instructions to your broker, bank, nominee or other record holder regarding the voting of your shares in order to ensure that your shares are represented at the Annual Meeting. See “Vote Required” section above for the treatment of broker non-votes with respect to each of the three proposals.

If you vote by proxy, the individuals named on the proxy card (your “proxies” or “proxy holders”) will vote your shares in the manner you indicate.

Revocation of Proxies

You may revoke your proxy at any time prior to it being exercised. Record holders may revoke their proxy by voting via the website during the meeting or by submitting a new proxy, dated after the date of the proxy to be revoked, to the Secretary of the Company at the Company’s address shown on the cover page of this Proxy Statement, prior to the Annual Meeting. If your shares are held in “street name,” you must contact your broker, bank, nominee or other record holder for instructions on revoking your proxy.

Solicitation of Proxies

We will bear the cost of soliciting proxies. In addition to soliciting stockholders by mail through our employees, we will request brokers, banks, nominees or other record holders, custodians and fiduciaries to solicit customers for whom they hold our stock, and we will reimburse them for their reasonable, out-of-pocket costs in connection with the solicitation of proxies. We may also use the services of our officers, directors and others to solicit proxies personally or by telephone, without additional compensation.

Notice Regarding the Internet Availability of Proxy Materials

From the date of mailing of the Notice of Internet Availability through the conclusion of the Annual Meeting, stockholders will be able to access all of the proxy materials on the internet at www.proxyvote.com. The proxy materials will be available free of charge. The Notice of Internet Availability will instruct you as to how you may access and review all of the important information contained in the proxy materials (including our Annual Report to Stockholders) over the internet or through other methods specified at the website designated in the Notice of Internet Availability. The designated website contains instructions as to how to vote your shares over the internet or by telephone. The Notice of Internet Availability also instructs you as to how you may request a paper or email copy of the proxy card. If you received a Notice of Internet Availability and would like to receive a printed copy of the proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability.

The rules and regulations adopted by the Securities and Exchange Commission (the “SEC”) permit us to deliver a single Notice of Internet Availability or set of Annual Meeting materials to one address shared by two or more of our stockholders. We have delivered only one copy of the Notice of Internet Availability or set of Annual Meeting materials to multiple stockholders who share the same address, unless we received contrary instructions from the affected stockholders prior to the mailing date. We will promptly deliver, upon written or oral request, a separate copy of the Notice of Internet Availability or set of proxy materials to any stockholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the Notice of Internet Availability or sets of proxy materials, contact Broadridge Financial Solutions, Inc. (“Broadridge”) at 1-800-542-1061, or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717. If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future Notices of Internet Availability of Proxy Materials or set of proxy materials for your household, please contact Broadridge at the above phone number or address.

The Notice of Internet Availability or set of proxy materials will be sent to stockholders, and will be available on the internet, on or about March 14, 2024.

Voting Items and Board of Directors Recommendations

	Proposal Description	Board Vote Recommendation	Page Number with More Information
Proposal 1	Election of six Directors	“FOR” all nominees	18
Proposal 2	Advisory vote to approve named executive officer compensation	“FOR”	56
Proposal 3	Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024	“FOR”	60

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Performance Highlights

We maintained our positive earnings trajectory in 2023, as measured by Adjusted Funds From Operations (“AFFO”) per share, which supported another significant increase in cash dividends to common stockholders.

Our emphasis on expanding our platform and growing our portfolio drove another diverse set of acquisitions and a record of more than $325 million in aggregate investments in 2023. We acquired 54 operating properties for $211.7 million (net of previously funded amounts), which included 26 express tunnel car washes, 13 automotive services centers, 12 convenience stores, and three drive-thru quick service restaurants. We also acquired 14 under construction car wash properties for $44.8 million, with a commitment to provide additional funding to complete these projects, and advanced incremental development funding totaling $70.7 million for the construction of these and other new-to-industry express tunnel car washes, convenience stores, and auto service centers. We also added ten new tenants to the portfolio and meaningfully expanded our relationships with several existing tenants. Finally, we grew our presence in a number of attractive metropolitan areas, including Atlanta, Charleston (SC), Jacksonville, Las Vegas, Phoenix, and Riverside (CA).

We continued to demonstrate our strong access to capital and our continued commitment to an investment grade credit profile in 2023, by raising more than $295 million of new debt and equity capital and maintaining strong credit metrics.

	Equity			Debt			Credit Metrics
	■ Upsized our at the market equity offering program (the “ATM Program”) to $350M ■ Completed an underwritten public offering to sell 3.45 million common shares for $112.5 million of gross proceeds ■ Sold an aggregate of 1.1 million common shares for anticipated gross proceeds of $32.2 million under forward sales agreements through our ATM Program			■ Closed previously announced private placement of $125 million of senior unsecured notes due 2033 at a 3.65% interest rate ■ Entered into a new $150 million senior unsecured term loan, including a 6-month delayed draw option for $75 million, at an effective interest rat

REPORT OF THE AUDIT COMMITTEE			57
Oversight Responsibilities			57
Internal Control and Financial Reporting Process			57
Enterprise Risk Management			57
Information Security and Data Protection			58
Independence/Qualifications			58
Sarbanes-Oxley Act Compliance			58
Financial Statements			59
PROPOSAL NO. 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (ITEM NO. 3 ON THE PROXY CARD)			60
Recommendation			60
Deadlines for Submitting Stockholder Nominees for Director and Other Stockholder Proposals for the 2025 Annual Meeting			61
Other Matters			61

SEC Form DEF 14A filed by Getty Realty Corporation