Not independent
Tenure on this board
10.4 yrs
6 nominees · 3 ballot items.
Three proposals: (1) election of six directors to the Board, (2) an advisory (non-binding) vote to approve named executive officer compensation (say-on-pay), and (3) ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026.
Elect six directors to the Board for one-year terms expiring at the 2027 annual meeting.
Non-binding, advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement.
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.
Ratify the appointment of PricewaterhouseCoopers LLP as Getty’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.2% | 6,197,686 | $197M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 9.4% | 5,706,543 | $181M |
| 3 | STATE STREET CORP | 6.8% | 4,127,217 | $133M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 2,654,899 | $84M |
| 5 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 4.4% | 2,636,515 | $84M |
| 6 | BlackRock, Inc. | 3.8% | 2,325,742 | $74M |
| 7 | TWO SIGMA INVESTMENTS, LP | 2.7% | 1,621,434 | $52M |
| 8 | CBRE INVESTMENT MANAGEMENT LISTED REAL ASSETS LLC | 2.3% | 1,369,988 | $44M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.3% | 1,366,561 | $43M |
| 10 | MILLENNIUM MANAGEMENT LLC | 1.5% | 918,882 | $29M |
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