Getty Realty Corp

1. 1

   Election of Directors (Item No. 1 on the Proxy Card

   ManagementBoard: FOR

   Elect six directors to the Board for one-year terms expiring at the 2027 annual meeting.

2. 2

   Advisory (Non-Binding) Vote on Named Executive Officer Compensation (Say-on-Pay) (Item No. 2 on the Proxy Card

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement.

   More detail

   This management proposal asks shareholders to cast a non-binding advisory vote approving the Company’s named executive officer (NEO) compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and the related tables and narrative. Management seeks this advisory endorsement as required under Dodd-Frank and SEC rules to provide stockholder feedback on pay practices; the Board has recommended an annual frequency and continues to hold say-on-pay votes annually. Getty’s compensation program is described as a mix of base salary, discretionary annual cash bonuses and long-term RSUs with five-year vesting to align pay with long-term stockholder interests; the Compensation Committee evaluates performance, company results, and retention when awarding compensation. The Board’s rationale for recommending FOR includes prior strong stockholder support (over 95% approval in recent years) and management’s view that the program promotes alignment with stockholders and supports company strategy. The proposal is non-binding, so the Board and Compensation Committee retain final authority, but they state they will consider the vote outcome when setting future NEO pay. Relevant context includes Getty’s 2025 performance (AFFO growth, dividend increase, active investment program, and capital markets activity) which the Committee used to justify awards and bonuses disclosed in the proxy. The Board also explains that abstentions and broker non-votes are not counted as votes cast and that the advisory nature of the vote limits remedial actions, but negative outcomes would prompt management and the Board to evaluate stockholder concerns. From a governance perspective, the proposal surfaces potential tensions between discretionary compensation flexibility and increasing expectations for clear, performance-tied metrics; Getty relies heavily on subjective judgment by the Compensation Committee supported by company performance measures like AFFO per share. Analysts evaluating the proposal should weigh Getty’s historical stockholder support and disclosure transparency against the lack of a binding mechanism and the Committee’s discretion over annual bonuses and RSU sizing.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm (Item No. 3 on the Proxy Card

   ManagementBoard: FOR

   Ratify the appointment of PricewaterhouseCoopers LLP as Getty’s independent registered public accounting firm for the year ending December 31, 2026.

Upcoming shareholder meetings at Getty Realty Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Getty Realty Corp 2026 annual meeting?

Getty Realty Corp (GTY) holds its 2026 annual shareholder meeting on Tuesday, April 21, 2026.

What is the record date for the Getty Realty Corp 2026 meeting?

The record date for the Getty Realty Corp 2026 meeting is Wednesday, February 25, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Getty Realty Corp's 2026 meeting?

The board is presenting 6 director nominees at the Getty Realty Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Getty Realty Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Getty Realty Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.