Getty Realty Corp. Announces 2024 Annual Meeting of Stockholders

Ticker: GTY · Form: DEF 14A · Filed: Mar 13, 2024 · CIK: 1052752

Getty Realty Corp /Md/ DEF 14A Filing Summary
FieldDetail
CompanyGetty Realty Corp /Md/ (GTY)
Form TypeDEF 14A
Filed DateMar 13, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$325 million, $211.7 million, $44.8 m, $70.7 million, $295 million
Sentimentneutral

Sentiment: neutral

Topics: Getty Realty Corp, DEF 14A, Annual Meeting, Proxy Statement, Stockholder Vote

TL;DR

<b>Getty Realty Corp. will hold its 2024 Annual Meeting of Stockholders virtually on April 25, 2024, to elect directors, vote on executive compensation, and ratify the appointment of its auditor.</b>

AI Summary

GETTY REALTY CORP /MD/ (GTY) filed a Proxy Statement (DEF 14A) with the SEC on March 13, 2024. The 2024 Annual Meeting of Stockholders for Getty Realty Corp. will be held virtually on April 25, 2024. Stockholders will vote on the election of six directors for terms until the 2025 annual meeting. An advisory vote to approve named executive officer compensation is scheduled. The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2024, will be ratified. Stockholders of record as of March 6, 2024, are entitled to vote at the meeting.

Why It Matters

For investors and stakeholders tracking GETTY REALTY CORP /MD/, this filing contains several important signals. This filing is a Definitive Proxy Statement (DEF 14A), indicating it contains important information for shareholders regarding voting matters at the upcoming annual meeting. The virtual format for the meeting ensures accessibility for stockholders to participate and vote remotely.

Risk Assessment

Risk Level: low — GETTY REALTY CORP /MD/ shows low risk based on this filing. The filing is a routine proxy statement with no immediate financial or operational risks indicated.

Analyst Insight

Review the proxy statement to understand the director nominees, executive compensation details, and auditor ratification to make informed voting decisions.

Key Numbers

  • 6 — Directors to be elected (to hold office until our 2025 annual meeting)
  • April 25, 2024 — Annual Meeting Date (2:30 p.m. Eastern Time)
  • March 6, 2024 — Record Date (for stockholders entitled to vote)
  • March 14, 2024 — Proxy Material Furnishing Date (on or about this date)

Key Players & Entities

  • GETTY REALTY CORP (company) — Registrant
  • PricewaterhouseCoopers LLP (company) — independent registered public accounting firm
  • April 25, 2024 (date) — Annual Meeting date
  • March 6, 2024 (date) — Record date for voting eligibility
  • March 14, 2024 (date) — Date proxy materials are furnished
  • 2025 (date) — Director term end year
  • December 31, 2024 (date) — Fiscal year end for auditor appointment

FAQ

When did GETTY REALTY CORP /MD/ file this DEF 14A?

GETTY REALTY CORP /MD/ filed this Proxy Statement (DEF 14A) with the SEC on March 13, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by GETTY REALTY CORP /MD/ (GTY).

Where can I read the original DEF 14A filing from GETTY REALTY CORP /MD/?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by GETTY REALTY CORP /MD/.

What are the key takeaways from GETTY REALTY CORP /MD/'s DEF 14A?

GETTY REALTY CORP /MD/ filed this DEF 14A on March 13, 2024. Key takeaways: The 2024 Annual Meeting of Stockholders for Getty Realty Corp. will be held virtually on April 25, 2024.. Stockholders will vote on the election of six directors for terms until the 2025 annual meeting.. An advisory vote to approve named executive officer compensation is scheduled..

Is GETTY REALTY CORP /MD/ a risky investment based on this filing?

Based on this DEF 14A, GETTY REALTY CORP /MD/ presents a relatively low-risk profile. The filing is a routine proxy statement with no immediate financial or operational risks indicated.

What should investors do after reading GETTY REALTY CORP /MD/'s DEF 14A?

Review the proxy statement to understand the director nominees, executive compensation details, and auditor ratification to make informed voting decisions. The overall sentiment from this filing is neutral.

How does GETTY REALTY CORP /MD/ compare to its industry peers?

Getty Realty Corp. operates as a real estate investment trust (REIT) focused on acquiring, owning, and managing net leased real estate. This filing pertains to standard corporate governance procedures for a publicly traded company.

Are there regulatory concerns for GETTY REALTY CORP /MD/?

This filing is made in accordance with Section 14(a) of the Securities Exchange Act of 1934 and Regulation 14A, which govern the solicitation of proxies from shareholders.

Industry Context

Getty Realty Corp. operates as a real estate investment trust (REIT) focused on acquiring, owning, and managing net leased real estate. This filing pertains to standard corporate governance procedures for a publicly traded company.

Regulatory Implications

This filing is made in accordance with Section 14(a) of the Securities Exchange Act of 1934 and Regulation 14A, which govern the solicitation of proxies from shareholders.

What Investors Should Do

  1. Review the list of director nominees and their qualifications.
  2. Analyze the advisory vote on executive compensation, paying attention to the compensation philosophy and amounts.
  3. Confirm the ratification of PricewaterhouseCoopers LLP as the independent auditor for the fiscal year ending December 31, 2024.

Key Dates

  • 2024-04-25: Annual Meeting of Stockholders — Election of directors, advisory vote on executive compensation, and ratification of auditor appointment.
  • 2024-03-06: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.
  • 2024-03-14: Furnishing of Proxy Materials — Proxy materials are made available to stockholders.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a definitive proxy statement, typically filed annually to provide shareholders with information for voting at the annual meeting.

Filing Stats: 4,519 words · 18 min read · ~15 pages · Grade level 17 · Accepted 2024-03-13 16:07:02

Key Financial Figures

  • $325 million — acquisitions and a record of more than $325 million in aggregate investments in 2023. We ac
  • $211.7 million — We acquired 54 operating properties for $211.7 million (net of previously funded amounts), whi
  • $44.8 m — er construction car wash properties for $44.8 million, with a commitment to provide add
  • $70.7 million — ncremental development funding totaling $70.7 million for the construction of these and other
  • $295 million — t profile in 2023, by raising more than $295 million of new debt and equity capital and main
  • $350M — ffering program (the "ATM Program") to $350M Completed an underwritten public offer
  • $112.5 million — to sell 3.45 million common shares for $112.5 million of gross proceeds Sold an aggregate
  • $32.2 million — hares for anticipated gross proceeds of $32.2 million under forward sales agreements through
  • $125 million — eviously announced private placement of $125 million of senior unsecured notes due 2033 at
  • $150 million — 3.65% interest rate Entered into a new $150 million senior unsecured term loan, including a
  • $75 m — uding a 6-month delayed draw option for $75 million, at an effective interest rate of

Filing Documents

Executive Compensation Highlights

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF SHARES 37

EXECUTIVE COMPENSATION

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 GETTY REALTY 2024 Proxy Statement 5 TABLE OF CONTENTS 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 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

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 6 GETTY REALTY 2024 Proxy Statement TABLE OF CONTENTS 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. O

Executive Compensation Highlights

Executive Compensation Highlights Our executive compensation program currently involves a combination of annual cash compensation, discretionary incentive compensation, including both cash and equity incentive awards, retirement and other plans, and perquisites and other benefits. We aim to develop and implement compensation programs that are designed to encourage high performance, promote accountability, and assure that executives' interests continue to be aligned with the interests of our stockholders. The majority of the compensation awarded to executives is variable in nature and dependent on Company and individual performance. In making executive compensation determinations, we also consider the results of the non-binding, advisory stockholder votes on our executive compensation program. Our stockholders have approved our executive compensation program each year since the advisory vote was first sought, including by at least 93% of votes cast in each of the last three years. Please see the section of this Proxy Statement below titled "Executive Compensation" for a detailed discussion of our executive compensation program and compensation philosophy, including detailed information regarding 2023 compensation of our Named Executive Officers. Business Philosophy Our objective is to generate sustained earnings growth, which in turn drives sustained growth of cash dividends to common stockholders, and to do so over the long term without negatively altering our risk profile. To this end, our investment strategy combines comprehensive transaction underwriting and lease structuring with certain macro perspectives that guide capital allocation decisions across property types, tenants and transactions. We focus our efforts on freestanding retail properties that are tied to convenience and automobility, exhibit strong underlying real estate characteristics - including access, visibility and synergies with nearby retailers - are located in high-density metropolitan

View Full Filing

View this DEF 14A filing on SEC EDGAR

View on ReadTheFiling | About | Contact | Privacy | Terms

Data from SEC EDGAR. Not affiliated with the SEC. Not investment advice. © 2026 OpenDataHQ.