Getty Realty (GTY) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 21, 2026, to elect six directors, hold an advisory vote on executive compensation, and ratify the appointment of PricewaterhouseCoopers LLP as the independent auditor for 2026.

• Shareholders of record as of February 25, 2026, are entitled to vote, with 59,816,531 shares outstanding, each entitled to one vote.

• The company reported strong financial performance in 2025, with AFFO per share rising to $2.43 and dividends per share increasing to $1.90.

• Investment activity in 2025 totaled $269 million, with acquisitions across multiple property types and expansion into new markets.

Voting matters and shareholder proposals

• Shareholders will vote on the election of six directors, an advisory say-on-pay vote, and the ratification of the independent auditor.

• The board recommends voting “FOR” all proposals.

• Shareholders can submit proposals for the 2027 meeting between January 25 and February 24, 2027.

Board of directors and corporate governance

• The board consists of six members, five of whom are independent, with diverse backgrounds in real estate, finance, law, and corporate governance.

• All directors are elected annually, and the board has separate CEO and Chairman roles.

• The board maintains anti-hedging, anti-pledging, and clawback policies, and has adopted a human rights policy.

• Stock ownership policies require significant equity holdings by directors and executives.

• The company has no poison pill and allows shareholders to amend bylaws.