Exhibit 19
GETTY REALTY CORP.
COMPANY SECURITIES TRADING POLICY
Adopted by the Board of Directors as of January 8, 2024
This is the policy of Getty Realty Corp. (the “Company”) relating to trading of Company securities and related matters (the “Policy”).
This Policy applies to all employees, directors, and officers of the Company, their family members and entities over which such individuals have or share voting or investment control. This Policy also applies to any other person who receives material nonpublic information from any Company insider or is otherwise designated an Insider (as herein defined) in accordance with this Policy. For purposes of this Policy, “family members” include people who live with you, or are financially dependent on you, and also include those people whose transactions in securities are directed by you or are subject to your influence or control.
Please note that under the Policy, and without limiting the preclearance requirements set forth under Section IV, all transactions by officers, directors and employees1 of the Company’s securities (including options) must be reported in writing (including by email) to the Compliance Officer (as defined in Section III.E.) not later than the close of business on the day that the trade is executed. For certain officers and directors that are subject to Section 16, the Compliance Officer will prepare a Form 4 (or other appropriate form, if required) for the transaction, for their review and, upon approval by them, file it with the Securities and Exchange Commission (the “SEC”).
This process applies to private transfers, including gifts or charitable contributions of Company securities, as well as open market transactions, and applies to transfers of shares beneficially (directly or indirectly) owned by an officer or director. For purposes of this Policy, the term “trade” includes any transaction in the Company’s securities, including any open market or private transaction, or gift or charitable contribution.
The following transactions in the Company’s securities are prohibited. Below the list of these transactions, you will find a brief explanation of the underlying reasoning for each prohibition:
1 And holders of 10% or more of the Company’s common stock.
The following insider trading restrictions are specifically designed to provide guidelines to assist you in understanding and complying with this Policy. It is important to avoid the appearance, as well as the fact, of trading based on material nonpublic information.
From time to time, as an officer, director or employee of the Company, you will know or have access to information about the Company that is important from an investment standpoint, but not generally known by the public. At such times, federal and state securities laws not only prohibit you from trading in the Company’s securities, but also regulate the persons to whom, and the manner in which, this nonpublic information can be disseminated.
If you have any doubt about the application of this Policy to your transaction, please discuss this matter with the Company’s Compliance Officer.
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These trading limitations do not apply to purchases of Company stock through a cash exercise of an option granted under a Company stock option plan (if any) at its stated exercise price and the vesting or settlement of any other awards under the Company’s employee benefit plans (like restricted stock units) or to purchases of Company stock made pursuant to a Company stock bonus plan (if any) as a result of previously authorized payroll deductions. However, if you are proposing to do a cashless option exercise (whether done as a swap transaction or broker loan transaction), it will be subject to this Policy. Transactions in shares of the Company’s stock once acquired pursuant to the Company’s employee benefit plans, including upon any option exercise are, of course, subject to these trading limitations.
Again, if you have any doubt about the application of this Policy to your transaction, please discuss the matter with the Company’s Compliance Officer.
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If you have any doubt about whether you are permitted to disclose information to any of the foregoing, or about what you can disclose, you should contact the Compliance Officer.
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The Compliance Officer may from time to time designate one or more individuals who may perform one or more of the Compliance Officer’s duties under this Policy.
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Requests for pre-clearance (a “Pre-Clearance Request”) must be submitted via email to the Compliance Officer at least two business days in advance of each proposed transaction. If the Insider does not receive an affirmative response from the Compliance Officer within 24 hours, the Insider must follow up to ensure that the message was received. A form of Pre-Clearance Request that an Insider may use is attached as Exhibit B. Any Pre-Clearance Request, whether in the Form of Exhibit B, by email or otherwise, should include all information set forth in the Pre-Clearance Request. Upon receipt of any Pre-Clearance Request, the Compliance Officer may seek such additional information from each Insider as the Compliance Officer shall determine in his or her sole discretion in order to consider a proposed transaction for pre-clearance, including, without limitation, a confirmation that the Insider, after careful consideration, is not aware of any material nonpublic information relating to the Company, any information necessary to demonstrate whether the transaction complies with all rules and regulations, including Rule 144, Rule 701, Form S-8, and Section 16 of the Exchange Act, applicable to such securities transactions by the Insider, and any other information that is material to the Compliance Officer’s consideration of the proposed transaction.
The Compliance Officer may withhold or condition pre-clearance in his or her sole discretion. If the proposed trade is pre-cleared, the Insider may proceed with it on the approved terms within three (3) trading days of the pre-clearance, provided that he or she complies with all other securities law and Company requirements, such as Rule 144 and Section 16 reporting obligations, prohibitions regarding trading on the basis of inside information, and compliance with any special trading blackout imposed by the Company prior to the completion of the trade.
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The Compliance Officer will not pre-clear a Proposed Plan if he or she concludes that the Proposed Plan:
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Any modifications to or deviations from a 10b5-1 Plan are deemed to be the Insider entering into a new 10b5-1 Plan and, accordingly, require pre-clearance of such modification or deviation pursuant to this Section E.
Any termination of a 10b5-1 Plan must be immediately reported to the Compliance Officer. If an Insider has pre-cleared a new 10b5-1 Plan (the “Second Plan”) intended to succeed an earlier pre-cleared 10b5-1 Plan (the “First Plan”), the Insider may not affirmatively terminate the First Plan without pre-clearance pursuant to this Section E, because such termination is deemed to be entering into the Second Plan.
None of the Company, the Compliance Officer, nor any of the Company’s officers, employees or other representatives shall be deemed, solely by their pre-clearance of a Proposed Plan, to have represented that it complies with Rule 10b5-1 or to have assumed any liability or responsibility to the Insider or any other party if the 10b5-1 Plan fails to comply with Rule 10b5-1.
Upon entering into or amending a 10b5-1 Plan, the director or officer must promptly provide a copy of the plan to the Company and, upon request, confirm the Company’s planned disclosure regarding the entry into or termination of a plan (including the date of adoption or termination of the plan, duration of the plan, and aggregate number of securities to be sold or purchased under the plan).
This Policy will be available on the Company’s internal website and delivered to all persons subject to this Policy upon adoption or the commencement of their employment or other service relationship with the Company. Upon first receiving a copy of this Policy, each such person must sign an acknowledgment that he or she has received a copy of and understands this Policy. The Compliance Officer may periodically require written certifications by those subject to this Policy, including to refresh their acknowledgement of, and understanding of, this Policy. Any acknowledgment hereunder will constitute consent for the Company to issue any necessary stop-transfer orders to the Company’s transfer agent to enforce compliance with this Policy.
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GETTY REALTY CORP.
COMPANY SECURITIES TRADING POLICY
Acknowledgment
This Acknowledgment (the “Acknowledgment”) is delivered by the individual named below as of the date set forth below. The undersigned is an officer, director, employee or consultant subject to the Company Securities Trading Policy (the “Policy”) of Getty Realty Corp. a Maryland corporation (the “Company”), to which the form of this Acknowledgement is attached.
The undersigned hereby acknowledges and agrees that:
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Signature: |
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Print Name. |
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EXHIBIT A
INSIDER EMPLOYEES
In addition to Section 16 Insiders, all Company employees.
Exhibit A
EXHIBIT B
FORM OF PRE-CLEARANCE REQUEST
(See attached)
Exhibit B-1
PRE-CLEARANCE REQUEST FOR PROPOSED TRADE
To: |
Executive Vice President, General Counsel and Secretary (the “Compliance Officer”) of Getty Realty Corp. (the “Company”) |
From: _______
(Name of Insider)
Date: _______
(Please check box and fill out which of the following is applicable)
☐ [IF OPEN MARKET 10B5-1 PLAN TRANSACTION] I have attached a description of my proposed transaction in the common stock of the Company that describes, to the extent applicable and known by me: (a) the proposed number of shares, (b) the proposed date(s), and (c) whether I intend to effect the proposed transaction pursuant to such 10b5-1 Plan.
(Note: You may attach a broker’s order of your proposed transaction(s) that contains the applicable information in lieu of a written description.)
☐ [IF NOT OPEN MARKET 10B5-1 PLAN TRANSACTION] I have attached a description of my proposed transaction in the common stock of the Company that describes, to the extent applicable and known by me: (a) the proposed number of shares, (b) the proposed date(s), (c) the proposed price(s) at which each such transaction is to be effected, (d) the name(s) of the party(ies) in which the shares will be registered, and (e) whether I intend to effect the proposed transaction pursuant to such 10b5-1 Plan.
(Note: You may attach a broker’s order of your proposed transaction(s) that contains the applicable information in lieu of a written description.)
☐ [IF A GIFT] I hereby notify the Compliance Officer that I intend to gift (number) shares of common stock of the Company on (date), at $0.00 per share on behalf of (indicate in whose name the shares will be registered, such as the name of a family member, a family limited partnership, trust or charitable organization, or attach a description and refer to the attachment).
☐ [IF EXERCISING OPTIONS] I hereby notify the Compliance Officer that I intend to exercise (number) of options for common stock of the Company on (date), on behalf of (indicate in whose name the shares will be registered if other than your name, such as the name of a family member, a family limited partnership or trust, or place an “X” here if to be registered in your name).
☐ [OTHER TRANSACTIONS] I hereby notify the Compliance Officer that I intend to buy/sell (circle one) (number) shares of common stock of the Company on (date), at the market price(s)/ (price) per share (circle one) on the open market/behalf of (circle one and, if applicable, indicate in whose name the shares will be registered, if known, such as the name of a family limited partnership, trust or charitable organization, or attach a description and refer to the attachment).
Exhibit B-2
I am/am not (circle one) using a broker to execute the transaction. If using a broker, please provide name, firm name, phone number and email address for your broker below.
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In connection with this proposed trade, I hereby certify by initialing and signing below that:
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(1) After careful consideration, I am not in possession of any “material nonpublic information” concerning the Company, as defined in the Company’s “Insider Trading Policy” (the “Policy”). |
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(2) To the best of my knowledge, the proposed trade does not violate the trading restrictions of Section 16 of the Securities Exchange Act of 1934, as amended, if applicable, or Rule 144 of the Securities Act of 1933, as amended. |
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(3) I hereby certify that: (a) I have/have not (circle one) adopted a 10b5-1 Plan, (b) only if I have adopted a 10b5-1 Plan, the transaction is intended to be made/not to be made (circle one) pursuant to a 10b5-1 Plan, and (c) only if made pursuant to 10b5-1 Plan, is, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). (cross out this certification (3) or place an “X” on the initial line if not a Section 16 Insider as defined in the Policy) |
I understand that if I trade while possessing such information or in violation of such trading restrictions, I may be subject to criminal and severe monetary penalties, including imprisonment and/or significant financial penalties, and may be subject to immediate dismissal or other penalties imposed by the Company as set forth in the Policy.
[Signature page follows]
Exhibit B-3
Submitted by: |
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(Signature) |
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(Print Name) |
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(Title if signing on behalf of a corporation, partnership or other such entity) |
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(Date) |
Reviewed and approved/disapproved by the Compliance Officer:
By: |
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Name: |
Joshua Dicker |
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Title: |
Executive Vice President, General Counsel and Secretary |
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Date: |
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Exhibit B-4
EXHIBIT C
FORM OF TRANSACTION REPORT
(See attached)
Exhibit C-1
TRANSACTION REPORT
To: |
Executive Vice President, General Counsel and Secretary (the “Compliance Officer”) of Getty Realty Corp. (the “Company”) |
From: _______
(Name of Insider)
Date: _______
(Please check box and fill out which of the following is applicable)
I hereby notify the Compliance Officer that:
☐ [IF OPEN MARKET 10B5-1 PLAN TRANSACTION] I have attached a description of my transaction in the common stock of the Company that describes, to the extent applicable and known by me: (a) the number of shares, (b) the date(s), and (c) whether I effected the transaction pursuant to such 10b5-1 Plan.
(Note: You may attach a broker’s order of your transaction(s) that contains the applicable information in lieu of a written description.)
☐ [IF NOT OPEN MARKET 10B5-1 PLAN TRANSACTION] I have attached a description of my transaction in the common stock of the Company that describes, to the extent applicable and known by me: (a) the number of shares, (b) the date(s), (c) the price(s) at which each such transaction was effected, (d) the name(s) of the party(ies) in which the shares will be registered, and (e) whether I effected the transaction pursuant to such 10b5-1 Plan.
(Note: You may attach a broker’s order of your transaction(s) that contains the applicable information in lieu of a written description.)
☐ [IF A GIFT] I gifted (number) shares of common stock of the Company on (date), at $0.00 per share on behalf of (indicate in whose name the shares were registered, such as the name of a family member, a family limited partnership, trust or charitable organization, or attach a description and refer to the attachment).
☐ [IF OPTIONS] I exercised (number) of options for common stock of the Company on (date), on behalf of (indicate in whose name the shares will be registered if other than your name, such as the name of a family member, a family limited partnership or trust or place an “X” here if to be registered in your name).
☐ [OTHER TRANSACTIONS] I bought/sold (circle one) (number) of shares of common stock of the Company on (date), at market prices/ (price) per share (circle one and, if and as applicable, complete the price per share) on the open market/behalf of (circle one and, if applicable, indicate in whose name the shares will be registered, such the name of a family member, a family limited partnership, trust or a charitable organization, or attach a description and refer to the attachment).
Exhibit C-2
In connection with this trade, I hereby certify by initialing and signing below that:
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(1) After careful consideration, I am not in possession of any “material nonpublic information” concerning the Company, as defined in the Company’s “Insider Trading Policy” (the “Policy”). |
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(2) To the best of my knowledge, the proposed trade does not violate the trading restrictions of Section 16 of the Securities Exchange Act of 1934, as amended, if applicable, or Rule 144 of the Securities Act of 1933, as amended. |
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(3) I hereby certify that: (a) I have/have not (circle one) adopted a 10b5-1 Plan, (b) only if I have adopted a 10b5-1 Plan, the transaction is intended to be made/not to be made (circle one) pursuant to a 10b5-1 Plan, and (c) only if made pursuant to 10b5-1 Plan, is, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). (cross out this certification (3) or place an “X” on the initial line if not a Section 16 Insider as defined in the Policy) |
I certify that the information in this Trade Report is true, correct and complete to the best of my knowledge, information and belief.
[Signature page follows]
Exhibit C-3
Submitted by: |
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(Signature) |
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(Print Name) |
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(Title if signing on behalf of a corporation, partnership or other such entity) |
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(Date) |
______________ Received by the Compliance Officer on ____________________ (date)
(Initial)
Exhibit C-4