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): February 25, 2022 (February 23, 2022)
(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
(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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Amendment to Bylaws
On February 23, 2022, the Board of Directors of Getty Realty Corp., a Maryland corporation (the “Company”), approved an amendment to the Company’s Bylaws (the “Bylaw Amendment”) to amend Article XIV of the Bylaws to give the Company’s stockholders the power to alter, repeal, amend or rescind the Bylaws or to make new Bylaws by the affirmative vote of the holders of a majority of the outstanding shares of common stock of the Company entitled to vote on the matter pursuant to a binding proposal timely submitted by a stockholder (or stockholder group) that satisfies the ownership and other eligibility requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended, for the periods and as of the dates specified therein. Previously, Article XIV provided that the Board of Directors had the exclusive power to alter, repeal, amend or rescind any provision of the Bylaws and to make new Bylaws.
The Board of Directors of the Company also approved an analogous amendment to the Company’s Articles of Incorporation, which the Company will submit for stockholder approval at the Company’s 2022 annual meeting of stockholders. The amendment to the Bylaws is effective immediately.
The foregoing summary information set forth in this Current Report on Form 8-K regarding the Company’s Bylaw Amendment is qualified in its entirety by reference to the full text of the Bylaw Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
MUTA Opt-Out
On February 23, 2022, the Board of Directors of the Company approved a resolution that prohibits the Company from electing to be subject to the provisions of Title 3, Subtitle 8 of the Maryland General Corporation Law (the “MGCL”), commonly referred to as the Maryland Unsolicited Takeovers Act, or MUTA, contained in Section 3-803, unless such election is first approved by the stockholders of the Company by the affirmative vote of at least a majority of the votes cast on the matter by stockholders entitled to vote generally in the election of directors. The Company filed Articles Supplementary documenting the resolution of the Board of Directors with the Maryland State Department of Assessments and Taxation of Maryland (“SDAT”) on February 24, 2022. As a result of the Articles Supplementary and the resolutions of the Board of Directors, the Company is prohibited from electing to be subject to Section 3-803 of the MGCL, which would permit the Company to classify the Board of Directors without stockholder approval, and such prohibition may not be repealed unless first approved by the Company’s stockholders by the affirmative vote of at least a majority of the votes cast on the matter by stockholders entitled to vote generally in the election of directors.
The foregoing summary information set forth in this Current Report on Form 8-K regarding the Articles Supplementary is qualified in its entirety by reference to the full text of the Articles Supplementary, a copy of which is attached as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit Number |
Description | |
| 3.1 | Second Amendment to Bylaws of Getty Realty Corp., dated February 23, 2022 | |
| 3.2 | Articles Supplementary of Getty Realty Corp., dated as of February 24, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | |
1
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: February 25, 2022 | By: | /s/ Joshua Dicker | ||||
| Joshua Dicker | ||||||
| Executive Vice President and General Counsel | ||||||
2
Exhibit 3.1
SECOND AMENDMENT TO THE BYLAWS
OF
GETTY REALTY CORP
The following amendment is made to the Bylaws (the “Bylaws”) of Getty Realty Corp. (the “Corporation”) pursuant to resolutions adopted by the Board of Directors of the Corporation on February 23, 2022:
| 1. | Article XIV of the Bylaws is amended in its entirety to read as follows: |
ARTICLE XIV
AMENDMENT OF BYLAWS
Section 1. By Directors. The Board of Directors shall have the power to adopt, alter, amend, or repeal any provision of these Bylaws and to make new Bylaws.
Section 2. By Stockholders. Pursuant to a binding proposal submitted for approval by the stockholders at a duly called annual meeting or special meeting of stockholders by a stockholder (or group of stockholders) that (a) provides to the secretary of the Corporation a timely notice of such proposal that satisfies the applicable notice procedures and all other relevant provisions of Section 3 and Section 12 of Article II of the Bylaws of the Corporation (or any successor provisions thereof), and applicable law, and (b) satisfies the ownership and other eligibility requirements of Rule 14a-8 under the U.S. Exchange Act of 1934, as amended, for the periods and as of the dates specified therein, the stockholders shall have the power to make, repeal, alter, amend and rescind the Bylaws if approved by the affirmative vote of a majority of all votes entitled to be cast on the matter.
| 2. | Except as set forth herein, the Bylaws shall remain in full force and effect. |
Exhibit 3.2
ARTICLES SUPPLEMENTARY
GETTY REALTY CORP.
GETTY REALTY CORP., a Maryland corporation (the “Corporation”), having its principal office in the State of Maryland in Baltimore County, Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: Pursuant to Sections 3-802(c) and 3-802(d)(2)(ii) of the Maryland General Corporation Law (the “MGCL”), the Board of Directors of the Corporation (the “Board”), by resolution duly adopted at a meeting duly called and held by the Board of Directors, prohibited the Corporation from electing to be subject to the provisions of Section 3-803 of the MGCL, unless such election is first approved by the stockholders of the Corporation by the affirmative vote of at least a majority of the votes cast on the matter by stockholders entitled to vote generally in the election of directors.
SECOND: The foregoing election is made by resolution of the Board of the Corporation, and stockholder approval is not required for the filing of these Articles Supplementary.
THIRD: The undersigned President and Chief Executive Officer of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation, and as to all matters or facts required to be verified under oath, the undersigned President and Chief Executive Officer of the Corporation acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and this statement is made under the penalties of perjury.
[Signature page follows]
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its President Chief Executive Officer and attested to by its Executive Vice President, General Counsel and Secretary on this 24th day of February, 2022.
| ATTEST: | GETTY REALTY CORP. | |||
| /s/ Joshua Dicker | By: /s/ Christopher J. Constant | |||
| Name: Joshua Dicker Title: Executive Vice President, General Counsel and Secretary |
Name: Christopher J. Constant Title: President and Chief Executive Officer | |||
Signature Page to Articles Supplementary for Getty Realty Corp.