Getty Realty (GTY) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 22, 2025, will be held virtually; record date is February 26, 2025.

• Key proposals: election of six directors, advisory vote on executive compensation, and ratification of PricewaterhouseCoopers LLP as auditor.

• 2024 saw strong financial performance, portfolio growth, and increased dividends.

• Emphasis on ESG, human capital, and sustainability initiatives, with a 2024 Corporate Responsibility Report published.

Voting matters and shareholder proposals

• Shareholders will vote on six director nominees, say-on-pay for executive compensation, and auditor ratification.

• Board recommends voting “FOR” all proposals.

• Only Proposal 3 (auditor ratification) is considered a “routine” matter for broker discretionary voting.

• Shareholder proposals for the 2026 meeting must be submitted between January 22 and February 21, 2026.

Board of directors and corporate governance

• Board consists of six members, five of whom are independent; annual elections for all directors.

• Board committees: Audit, Compensation, and Nominating/Corporate Governance, all comprised of independent directors.

• Board diversity: 33% female, 16.7% racial/ethnic minority.

• Recent governance enhancements: anti-hedging/pledging, clawback, insider trading, and human rights policies; amended bylaws for universal proxy compliance.

• Stockholders have the authority to amend bylaws.