UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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.

TABLE OF CONTENTS

TABLE OF CONTENTS

GETTY REALTY CORP.

292 MADISON AVENUE, 9TH FLOOR

NEW YORK, NEW YORK 10017-6376

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD APRIL 22, 2025

To our Stockholders:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Getty Realty Corp., a Maryland corporation (the “Company”), will be held on April 22, 2025 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/GTY2025 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 2026 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, 2025.

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 February 26, 2025 are entitled to notice of and to vote at the Annual Meeting or any adjournments or postponements thereof.

On or about March 13, 2025, 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 13, 2025. 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, 2025			By Order of the Board of Directors, /s/ Joshua Dicker Joshua Dicker Executive Vice President, General Counsel and Secretary

TABLE OF CONTENTS

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.


4			GETTY REALTY 2025 Proxy Statement

TABLE OF CONTENTS


Table of Contents


PROXY SUMMARY 2025 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
Social Responsibility and Human Capital Development			13
Employee Health and Wellness			13
Employee Benefits and Compensation			14
Corporate Citizenship and Philanthropy			14
Corporate Culture			15
Environmental Stewardship			15
Environmental Due Diligence			15
Environmental Compliance			15
Sustainability at Our Properties			16
Sustainability at Our Corporate Headquarters			16
Corporate Governance			16
Board Composition			17
Cybersecurity and Generative AI Oversight			17
PROPOSAL NO. 1 ELECTION OF DIRECTORS (ITEM NO. 1 ON THE PROXY CARD)			19
Nominees for Election at the Annual Meeting			19
Committee Composition of our Board of Directors			22
Experience and Qualifications Represented on our Board of Directors			23
Recommendation			23
CORPORATE GOVERNANCE AND RELATED MATTERS			24
Board of Directors and Board Leadership Structure			24
Role of Board of Directors in Risk Oversight			25
Independence of Directors			26
Directors’ Meetings			27


Committees			27
Audit Committee			27
Nominating/Corporate Governance Committee			28
Responsibility for Director Nominations			28
Role in Oversight of Sustainability Reporting and Policies and Procedures			30
Compensation Committee			30
Contacting the Board of Directors			31
Executive Officers			31
Corporate Responsibility–Environmental Practices, Social Responsibility and Governance			32
Environmental Stewardship			33
Sustainability at Our Corporate Headquarters			34
Human Capital Development