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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement.
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[X] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14a-12
Getty Realty Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1913 (02-02)
[GETTY LOGO]
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 15, 2003
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To the Stockholders of
GETTY REALTY CORP.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Getty
Realty Corp. will be held at 270 Park Avenue, 11th Floor, New York, New York, on
May 15, 2003 at 3:30 p.m., for the following purposes:
(1) To elect a Board of five directors to hold office for the ensuing year
or until the election and qualification of their respective successors.
(2) To ratify the appointment of PricewaterhouseCoopers L.L.P. as our
independent auditors for the fiscal year ending December 31, 2003.
(3) To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
The transfer books will not be closed, but only stockholders of record at
the close of business on March 21, 2003 are entitled to notice of and to vote at
this meeting or any adjournments thereof.
You are cordially invited to attend the meeting. Whether or not you expect
to attend, please promptly vote, sign, date and return the enclosed proxy
instruction card in the enclosed U.S. postage-paid envelope. This will ensure
that your shares are voted in accordance with your wishes and that a quorum will
be present. Even though you have returned your proxy card, you may withdraw your
proxy at any time prior to its use and vote in person at the meeting should you
so desire.
By Order of the Board of Directors,
/s/ Randi Young Filip
RANDI YOUNG FILIP
Vice President, General Counsel and
Corporate Secretary
Jericho, New York
April 4, 2003
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PLEASE NOTE--IF YOU DO NOT PLAN TO ATTEND THE MEETING, IT WOULD BE APPRECIATED
IF YOU WOULD PROMPTLY SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE WHICH REQUIRES NO POSTAGE.
GETTY REALTY CORP.
125 JERICHO TURNPIKE, SUITE 103, JERICHO, NEW YORK 11753
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PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
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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 Annual Meeting
of Stockholders to be held at 270 Park Avenue, 11th Floor, New York, New York,
on May 15, 2003 at 3:30 p.m., and at any adjournments thereof, for the purpose
of electing a Board of Directors, ratifying the appointment of independent
auditors and transacting such other business as may properly come before the
meeting.
On the March 21, 2003 record date for securities entitled to vote at the
meeting, 21,442,339 shares of Getty Common Stock and 2,865,768 shares of Getty
Preferred Stock (described below) were outstanding. Each outstanding common
share is entitled to one vote and each outstanding preferred share is entitled
to 1.1312 votes. The common and preferred shares vote together as a single
class. In order to constitute a quorum at the meeting, there must be present or
voting by proxy, holders of common and preferred shares holding a majority of
the outstanding common shares (including common shares issuable upon conversion
of the Getty Preferred Stock). In conformity with Maryland law, shares
abstaining from voting or not voted on certain matters will not be treated as
votes cast with respect to those matters and, therefore, will not affect the
outcome of any such matter.
This Proxy Statement and form of proxy will be sent to stockholders in an
initial mailing on or about April 4, 2003. We must receive stockholder proposals
that are intended to be presented at the 2004 annual meeting no earlier than
February 14, 2004 and no later than March 16, 2004, in accordance with our
by-laws. Stockholder proposals to be considered for inclusion in next year's
proxy statement must be received by December 5, 2003.
GENERAL
The Company was incorporated in Maryland on December 23, 1997 in order to
acquire Power Test Investors Limited Partnership ("PTI"), which occurred on
January 30, 1998 (the "Merger"). As a result of the Merger, each share of common
stock of Getty Realty Corp., a Delaware corporation formerly known as Getty
Petroleum Corp. ("Old Getty"), was converted into the right to receive one share
of common stock of the Company ("Getty Common Stock") and PTI unitholders
received shares of the Company's Series A Participating Convertible Redeemable
Preferred Stock ("Getty Preferred Stock"). When we refer to the Company prior to
January 30, 1998, we mean Old Getty.
In December 2000, we changed our fiscal year from a January 31 to a
December 31 year end. Information for the fiscal year ended December 31, 2000 is
for the eleven month period from February 1 to December 31, 2000.
1
ELECTION OF DIRECTORS
Five directors are to be elected at the meeting for a term of one year or
until their respective successors are elected and qualified. Election of the
directors requires the plurality vote of the holders of a majority of the shares
present in person or represented by proxy at the meeting.
You may use the enclosed proxy to cast your votes for the election of the
nominees named in the table below. In the event that any of the nominees should
become unable or unwilling to serve as a director, we intend to vote your proxy
for the election of the person, if any, that is designated by the Board of
Directors. The persons nominated for election as directors are as follows:
NAME--AGE OFFICES HELD IN GETTY AND/OR
SERVED AS DIRECTOR SINCE PRINCIPAL OCCUPATION FOR PAST FIVE YEARS
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Milton Cooper--74 Chairman of the Board of Kimco Realty Corporation, a real
May 1971 estate investment trust, for more than five years. Director,
Secretary and Assistant Treasurer of CLS General Partnership
Corp.; Director of Blue Ridge Real Estate/Big Boulder
Corporation, a real estate management and land development
firm; and a Trustee of MassMutual Corporate Investors and
MassMutual Participation Investors.
Philip E. Coviello--60 Partner of Latham & Watkins LLP, an international law firm,
June 1996 for more than five years. Latham & Watkins LLP has performed
legal services for the Company for many years.
Leo Liebowitz--75 President and Chief Executive Officer of Getty. Served as
May 1971 Chairman, Chief Executive Officer and Director of Getty
Petroleum Marketing Inc. ("Marketing") until December 11,
2000. Director, President and Treasurer of CLS General
Partnership Corp. He is also a director of the Regional
Banking Advisory Board of J. P. Morgan Chase & Co.
Howard Safenowitz--44 Senior Vice President, Business Affairs of Buena Vista
December 1998 Motion Pictures and prior thereto December 1998 Vice
President, Business Affairs of Walt Disney Pictures and
Television for more than five years. Served as Director of
Marketing from until December 11, 2000.
Warren G. Wintrub--69 Retired Partner, former member of the Executive Committee
June 1993 and former Chairman of the Retirement Committee of Coopers &
Lybrand, an international professional services
organization, for more than five years prior to his
retirement in January 1992. Director of Chromcraft
Revington, Inc., Carey Institutional Properties, Inc.,
Corporate Property Associates 14 Inc. and Corporate Property
Associates 15 Inc.
2
BENEFICIAL OWNERSHIP OF CAPITAL STOCK
The following table sets forth the beneficial ownership of Getty Common
Stock and Getty Preferred Stock as of February 14, 2003, of (i) each person who
is a beneficial owner of more than 5% of the outstanding shares of Getty Common
Stock or Getty Preferred Stock, (ii) each director, (iii) the Named Executive
Officers (as defined below), and (iv) all directors and executive officers as a
group. The number of shares column includes shares as to which voting power
and/or investment power may be acquired within 60 days (such as upon exercise of
outstanding stock options) because such shares are deemed to be beneficially
owned under the rules of the Securities and Exchange Commission.
SHARES OF APPROXIMATE SHARES OF APPROXIMATE
COMMON STOCK PERCENT OF CLASS(1) PREFERRED STOCK PERCENT OF CLASS(1)
BENEFICIALLY OWNED COMMON STOCK BENEFICIALLY OWNED PREFERRED STOCK
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Milton Cooper 1,054,433(2) 4.9% 219,711(3) 7.7%
Director
c/o Kimco Realty Corporation
3333 New Hyde Park Road
New York, NY 11042
Philip E. Coviello 58,984(4) * -- --
Director
Leo Liebowitz 2,380,277(5) 11.1% 555,331(6) 19.4%
Director, President and Chief
Executive Officer
c/o Getty Realty Corp.
125 Jericho Turnpike
Suite 103
Jericho, NY 11753
Howard Safenowitz 2,282,601(7) 10.6% 369,726(8) 12.9%
Director
c/o Getty Realty Corp.
125 Jericho Turnpike
Suite 103
Jericho, NY 11753
Warren Wintrub 70,999(4) * -- --
Director
Randi Young Filip 7,680(9) * -- --
Vice President, General Counsel
and Corporate Secretary
Kevin C. Shea 19,521(9) * -- --
Vice President
Thomas Stirnweis 4,138(9) * -- --
Corporate Controller and
Treasurer
Directors and Executive Officers 5,878,633 27.3% 1,144,768 39.9%
as a group (8 persons)
3
SHARES OF APPROXIMATE SHARES OF APPROXIMATE
COMMON STOCK PERCENT OF CLASS(1) PREFERRED STOCK PERCENT OF CLASS(1)
BENEFICIALLY OWNED COMMON STOCK BENEFICIALLY OWNED PREFERRED STOCK
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Safenowitz Partners, LP 1,510,801(10) 7.0% 289,156(10) 10.1%
c/o Howard Safenowitz
President of Safenowitz Family
Corp., general partner
c/o Getty Realty Corp.
125 Jericho Turnpike
Suite 103
Jericho, NY 11753
CLS General Partnership Corp. -- -- 665,760(11) 23.2%
c/o Leo Liebowitz, President
125 Jericho Turnpike
Suite 103
Jericho, NY 11753
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* Total shares beneficially owned constitute less than one percent of the
outstanding shares.
(1) The percentage is determined by dividing the number of shares shown by the
aggregate number of shares outstanding and shares which may be acquired
within 60 days.
(2) Includes 10,311 shares held in a partnership of which Mr. Cooper is a
partner, 2,013 shares held by his wife as to which he disclaims beneficial
ownership, 2,421 shares held in a qualified pension plan for the benefit of
Mr. Cooper, 169,000 shares held by a charitable foundation and 20,221
shares held in Getty's Retirement (401(k)) and Profit Sharing Plan.
(3) Includes 4,321 shares held by a retirement fund of which Mr. Cooper is a
beneficiary, 17,820 shares held by a charitable foundation of which he is
the president and 118,505 shares held by CLS General Partnership Corp.
Excludes 56,157 shares held by Mr. Cooper's wife and 14,720 shares held by
his children and grandchildren, as to which he disclaims beneficial
ownership.
(4) Includes with respect to Messrs. Coviello and Wintrub, options covering
39,328 and 45,615 shares, respectively, that are presently exercisable or
will become exercisable within 60 days.
(5) Includes 218,437 shares held by Mr. Liebowitz' wife as to which he
disclaims beneficial ownership, 40,724 shares held by a charitable
foundation, 10,000 shares held by a grantor retained annuity trust ("GRAT")
as to which he disclaims beneficial ownership, 10,000 shares held by his
spouse's GRAT as to which he disclaims beneficial ownership and 45,796
shares held in Getty's Retirement (401(k)) and Profit Sharing Plan.
(6) Includes 75,306 shares held by Mr. Liebowitz' wife and 274,892 shares held
by CLS General Partnership Corp. Excludes 225,515 shares held by his
children, as to which he disclaims beneficial ownership.
(7) Includes 23,479 shares held as custodian for three minor children, 98,238
shares held by The Marilyn Safenowitz Irrevocable Trust u/a/d 12/13/94 (of
which Mr. Safenowitz is a co-trustee and as to which he has no beneficial
interest), 515,000 shares held by The Safenowitz Family Partnership, LP and
1,510,801 shares held by Safenowitz Partners, LP (as to which in each case
he is the president of the general partner and as to which he disclaims
beneficial ownership except to the extent of his pecuniary interest
therein), and 11,523 shares held by Mr. Safenowitz' wife (as to which he
disclaims beneficial ownership). Also includes options covering 8,000
shares that are presently exercisable or will become exercisable within 60
days.
(8) Includes 289,156 shares held by Safenowitz Partners, LP (of which Mr.
Safenowitz is the president of the general partner and as to which he
disclaims beneficial ownership except to the extent of his pecuniary
interest therein), 26,136 shares held by The Marilyn Safenowitz Irrevocable
Trust u/a/d 12/13/94 (of which he is a co-trustee and as to which he has no
beneficial interest) and 11,000 shares
4
held by The Marilyn Safenowitz Irrevocable Trust u/a/d 4/13/00 (of which he
is trustee and as to which he has no beneficial interest).
(9) Includes with respect to Ms. Filip and Messrs. Shea and Stirnweis, options
covering 2,500, 15,402 and 2,500 shares, respectively, that are presently
exercisable or will become exercisable within 60 days.
(10) Safenowitz Partners, LP is separate and distinct from The Safenowitz Family
Partnership, LP referred to in Note 7 above. These shares also are included
in the total number of shares attributable to Howard Safenowitz as set
forth in the table above and further described in Notes 7 and 8.
(11) The shareholders of CLS General Partnership Corp. are Leo Liebowitz
(41.29%), Milton Cooper (17.80%) and Marilyn Safenowitz, Trustee of the
Non-Exempt Marital Trust created under the Milton Safenowitz Revocable
Trust u/a/d 2/6/97 (40.91%).
DIRECTORS' MEETINGS, COMMITTEES AND EXECUTIVE OFFICERS
During the fiscal year ended December 31, 2002, the Board of Directors held
four regular meetings and one telephonic special meeting. Each director attended
all of the meetings of the Board of Directors and of the Committees of the Board
on which the director served.
The Board of Directors has an Audit Committee, a Nominating Committee and a
Compensation and Stock Option Committee, the membership and functions of which
are described below.
The Audit Committee, consisting of Messrs. Coviello (Chairman), Cooper and
Wintrub, met formally twice last year. The Committee selects the firm of
independent public accountants that audits the consolidated financial statements
of Getty and its subsidiaries, discusses the scope and the results of the audit
with the accountants and discusses Getty's financial accounting and reporting
principles as well as the adoption of new accounting pronouncements. The
Committee also examines and discusses the adequacy of Getty's financial controls
with the accountants and with management. In addition to the formal meetings,
the Audit Committee Chairman and one or more of the other Audit Committee
members meet telephonically, at least quarterly, to review the Company's annual
and quarterly reports and other reports, as appropriate, prior to their filing
with the Securities and Exchange Commission.
The Nominating Committee, consisting of Messrs. Liebowitz (Chairman),
Cooper, Coviello and Safenowitz, met one time last year. The Committee
recommends candidates to the Board for election as officers. The Committee
recommends nominees for election to the Board and reviews the role, composition
and structure of the Board and its committees. The Committee will consider
nominees recommended by shareholders upon submission in writing to the
Secretary, in accordance with the provisions of our Bylaws, together with the
nominee's qualifications for service as a director.
The Compensation and Stock Option Committee (the "Compensation Committee"),
which twice last year, consists of Messrs. Wintrub (Chairman), Cooper, Liebowitz
and Safenowitz. The Compensation Committee administers Getty's bonus plan,
Supplemental Retirement Plan and 1998 Stock Option Plan, and reviews the
compensation of the directors and officers of Getty.
DIRECTORS' COMPENSATION
Directors receive annual retainer fees of $12,000, and committee and board
meeting fees of $1,000 for each meeting attended, except for telephonic meetings
for which the fee is $500. The Chairman of the Audit Committee receives $1,500
for each committee meeting, except for telephonic meetings for which he receives
$750. Directors who are employees of Getty do not receive retainers or board
meeting fees. Messrs. Coviello, Safenowitz and Wintrub have received options
under Getty's stock option plan.
EXECUTIVE OFFICERS
Other than Mr. Liebowitz, the executive officers during fiscal 2002 were
Randi Young Filip, age 42, Vice President and General Counsel of Getty since
2001 and Corporate Secretary of Getty since 1997; Kevin C. Shea, age 43, Vice
President of Getty since 2001; and Thomas Stirnweis, age 44, Corporate
Controller and Treasurer of Getty since 2001. Management is not aware of any
family relationships between any of its directors or executive officers.
5
COMPENSATION
EXECUTIVE COMPENSATION
The following tables provide information about executive compensation.
SUMMARY COMPENSATION TABLE
The following table sets forth information about the compensation of the
Chief Executive Officer and each of the other Executive Officers of Getty (the
"Named Executive Officers") for services in all capacities to Getty and its
subsidiaries during the periods indicated.
LONG TERM COMPENSATION
ANNUAL COMPENSATION RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION AWARDS OPTIONS COMPENSATION
POSITION FISCAL YEAR ENDED ($) ($) ($)(1) ($) (#) ($)(2)
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Leo Liebowitz December 31, 2002 341,033 -0- 119,844
Director, December 31, 2001 331,100 75,000 110,351
President and Chief December 31, 2000(3) 305,631 -0- 36,338
Executive Officer
Randi Young Filip December 31, 2002 128,605 45,000 10,000 19,532
Vice President,
General December 31, 2001 124,273 45,000 10,000 18,289
Counsel and Corporate December 31, 2000(3) 95,377 40,000 10,000 6,376
Secretary
Kevin C. Shea December 31, 2002 117,290 60,000 10,000 19,654
Vice President December 31, 2001 113,149 60,000 10,000 17,224
December 31, 2000(3) 95,204 40,000 10,000 6,702
Thomas Stirnweis December 31, 2002 128,605 50,000 10,000 20,657
Corporate Controller December 31, 2001(4) 120,673 50,000 10,000 16,618
and Treasurer
-------------------------
(1) None of the Named Executive Officers received perquisites or other personal
benefits that exceeded the lesser of $50,000 or 10% of the officer's salary
and bonus.
(2) All other compensation includes Company contributions to the defined
contribution retirement profit sharing plan, matching contributions under
Getty's 401(k) savings plan, Getty contributions to the Supplemental
Retirement Plan for executives and life insurance premiums as set forth in
the following table.
DEFINED COMPANY SUPPLEMENTAL
CONTRIBUTION MATCH RETIREMENT LIFE
FISCAL YEAR ENDED RETIREMENT PLAN 401(K) PLAN PLAN INSURANCE(5)
----------------------------------------------------------------------------------------------------------
Leo Liebowitz December 31, 2002 $3,151 $ -- $39,452 $77,241(6)
December 31, 2001 2,596 -- 30,514 77,241(6)
December 31, 2000(3) 2,638 -- 31,500 2,200
Randi Young Filip December 31, 2002 2,627 3,861 11,181 1,863
December 31, 2001 2,544 3,728 10,154 1,863
December 31, 2000(3) 1,703 3,094 7,528 1,579
Kevin C. Shea December 31, 2002 2,700 3,513 11,578 1,863
December 31, 2001 2,286 3,420 9,655 1,863
December 31, 2000(3) 2,038 3,087 8,875 1,577
Thomas Stirnweis December 31, 2002 2,727 3,858 11,940 2,132
December 31, 2001(4) 1,752 3,620 9,176 2,070
(3) Due to a change in our fiscal year end, the Fiscal Year Ended December 31,
2000 is an eleven month period.
(4) Mr. Stirnweis became an employee of the Company on January 1, 2001.
6
(5) All life insurance policy premiums relate to term life insurance policies
unless otherwise noted.
(6) Includes a $75,626 fixed annual premium for a 10-year universal life
insurance policy owned by Mr. Liebowitz. Mr. Liebowitz reimburses the
Company for 75% of the fixed premium.
OTHER EXECUTIVE COMPENSATION
In December 1994, we entered into agreements (collectively, the "Change of
Control Agreements") with non-director officers and certain key employees in
which Getty agreed (i) to make payments under certain circumstances upon a
"change of control" of Getty, and (ii) that all Getty stock options granted to
such officer or key employee would immediately vest. In March 1996, we amended
the Change of Control Agreements to treat a spinoff or similar transaction
involving a substantial portion of Getty's marketing or real estate business or
assets as a "change of control". Accordingly, a "change of control" for purposes
of the Change of Control Agreements occurred on March 21, 1997, when Marketing
was spun off to Getty shareholders. On April 8, 1997, we formally confirmed to
each covered employee our obligations under the Change of Control Agreements,
including a minimum guaranteed annual compensation (the "Guaranteed Salary"). On
March 9, 1998, we further amended the Change of Control Agreements to provide
that in the event of the termination of an officer or covered employee by Getty
for other than cause or by either party following the assignment to such officer
or covered employee of materially less favorable job responsibilities or duties,
for the 24-month period after the date of termination for officers and a
12-month period after the date of termination for covered employees, Getty will
make payments to each such individual over the applicable period at an annual
rate of not less than the Guaranteed Salary, reduced by the amount of
compensation, if any, the officer or key employee receives from any other
employer during the covered period. In addition, Getty will continue to pay at
least the Guaranteed Salary to each covered employee as long as he or she
remains a Getty employee. Ms. Young Filip and Mr. Stirnweis are currently
covered by these arrangements with a 12-month benefit period.
STOCK OPTIONS
The following table sets forth additional information as to the Named
Executive Officers with respect to stock options granted during the fiscal year
ended December 31, 2002, including the potential realizable value from the stock
options, assuming they are exercised at the end of the option term and assuming
5% and 10% annual rates of stock price appreciation during the option term.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
NUMBER OF SHARES % OF TOTAL OPTIONS AT ASSUMED ANNUAL RATES
OF COMMON STOCK GRANTED TO OF STOCK PRICE
UNDERLYING EMPLOYEES IN EXERCISE OR APPRECIATION FOR
OPTIONS FISCAL YEAR ENDED BASE PRICE EXPIRATION OPTION TERM(1)
NAME GRANTED (#) 12-31-02 ($/SHARE) DATE 5% ($) 10% ($)
--------------------------------------------------------------------------------------------------------------------
Leo Liebowitz -- -- -- -- -- --
Randi Young Filip 10,000 14.4% 18.30 11/12/12 115,200 291,700
Kevin C. Shea 10,000 14.4% 18.30 11/12/12 115,200 291,700
Thomas Stirnweis 10,000 14.4% 18.30 11/12/12 115,200 291,700
-------------------------
(1) The dollar amounts under the potential realizable value column are the
result of calculations of assumed annual compound rates of appreciation over
the ten-year life of the options, in accordance with the rules of the SEC,
and are not intended to forecast possible future appreciation, if any, of
the Company's Common Stock. The actual value, if any, an executive may
realize will depend on the excess of the market price of the shares over the
exercise price on the date the option is exercised. The Company did not use
an alternative formula for a grant date valuation, as the Company is not
aware of any formula which will determine with reasonable accuracy a present
value based on unknown or volatile factors. If
7
the price of Getty Common Stock appreciates, the value of Getty Common Stock
held by the Company's stockholders will also increase. For example, the
aggregate market value of Getty Common Stock on December 31, 2002 was
approximately $406,332,000, based upon the market price on that date. If the
share price of Getty's Common Stock increases by 5% per year, the aggregate
market value on December 31, 2012 of the same number of shares would be
approximately $661,871,000. If the price of Getty's Common Stock increases
by 10% per year, the aggregate market value on December 31, 2012 would be
approximately $1,053,919,000.
The following table provides information as to options exercised by each of
the Named Executive Officers of Getty during the fiscal year ended December 31,
2002 and the value of options held by such officers at year end measured in
terms of the closing price of Getty Common Stock on December 31, 2002.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FISCAL YEAR END(#) AT FISCAL YEAR END($)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
---------------------------------------------------------------------------------------------------------------------
Leo Liebowitz -- -- -- --
Randi Young Filip -- -- 2,500/17,500 7,000/27,500
Kevin C. Shea -- -- 15,402/23,500 44,123/57,575
Thomas Stirnweis -- -- 2,500/17,500 7,000/27,500
STOCK OPTION PLAN
Our 1998 Stock Option Plan, as amended (the "Stock Option Plan"), which has
been approved by our stockholders, authorizes the grant of long-term incentive
share awards in the form of options ("Options") to purchase shares of Getty
Common Stock to directors, officers and other key employees of Getty and its
subsidiaries. The Stock Option Plan is administered by the Compensation
Committee. The maximum number of shares which may be the subject of outstanding
Options under the Stock Option Plan is 1,100,000, subject to adjustments for
stock dividends and stock splits. As of December 31, 2002, 324,798 shares of
Getty Common Stock were issuable upon the exercise of Options outstanding under
the Stock Option Plan. No grants may be made under the Stock Option Plan after
January 30, 2008. The number of remaining shares available for grant under the
Stock Option Plan was 662,580 as of March 15, 2003.
The recipients, terms (including price and exercise period) and type of
Option to be granted under the Stock Option Plan are determined by the
Compensation Committee; however, the Option price per share under the Stock
Option Plan generally must be at least equal to the fair market value of a share
of Getty Common Stock (110% of that amount in the case of Incentive Stock
Options granted to any individual who owns stock representing more than 10% of
the voting power of Getty Common Stock) on the date the Option is granted.
Subject to certain limitations, Options granted under the Stock Option Plan may
be either Incentive Stock Options (within the meaning of Section 422(b) of the
Internal Revenue Code of 1986, as amended (the "Code")) or Non-Qualified Stock
Options. With certain limited exceptions, Options may not be exercised for a
period of twelve months following the grant of the Option and are exercisable in
installments as specified in the Stock Option Plan or the terms of each Option.
The exercise period of an Option may not extend more than 10 years beyond its
grant date.
8
The following chart presents information regarding Getty's equity
compensation plans:
EQUITY COMPENSATION PLAN INFORMATION
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
NUMBER OF SECURITIES TO BE WEIGHTED-AVERAGE EXERCISE FUTURE ISSUANCE UNDER
ISSUED UPON EXERCISE OF PRICE OF OUTSTANDING EQUITY COMPENSATION PLANS
OUTSTANDING OPTIONS, OPTIONS, WARRANTS AND (EXCLUDING SECURITIES
WARRANTS AND RIGHTS RIGHTS REFLECTED IN COLUMN(A))
PLAN CATEGORY (A) (B) (C)
----------------------------------------------------------------------------------------------------------------------
Equity Compensation Plans
approved by shareholders 324,798 $19.05 662,580
Equity Compensation Plans not
approved by shareholders None N/A N/A
Total 324,798 662,580
RETIREMENT PLANS
Getty has a retirement profit-sharing plan with deferred 401(k) savings
plan provisions (the "Retirement Plan") for employees meeting certain service
requirements. Under the terms of the Retirement Plan, the annual discretionary
contribution portion of the Retirement Plan is determined by the Board of
Directors. For the 401(k) portion of the Retirement Plan, the Board of Directors
has elected to contribute to the Retirement Plan for each participating employee
an amount equal to 50% of the employee's contribution to the Retirement Plan,
but in no event more than 3% of the employee's compensation.
Getty also has a Supplemental Retirement Plan for Executives (the
"Supplemental Plan"). Under the Supplemental Plan, which is not qualified for
purposes of Section 401(a) of the Code, a participating executive may receive in
his trust account an amount equal to 10% of his compensation, reduced by the
amount of any contributions allocated to the executive under the Retirement
Plan. The amounts paid to the trustee under the Supplemental Plan may be used to
satisfy claims of general creditors in the event of Getty's or any of its
subsidiaries' bankruptcy. The trustee may not cause the Supplemental Plan to be
other than "unfunded" for purposes of the Employee Retirement Income Security
Act of 1974, as amended. An executive's account vests in the same manner as
under the Retirement Plan and is paid upon termination of employment. Under the
Supplemental Plan, during any fiscal year the Board of Directors may elect not
to make any payment to the account of any or all executives.
Pursuant to a long-standing arrangement, in the event of the death of Mr.
Liebowitz, benefits in an amount equal to twelve months' salary will be paid to
his estate. In the event of termination of Mr. Liebowitz' employment due to
illness or incapacity for a period of one year or longer, benefits equal to
twenty-four months' salary will be payable to Mr. Liebowitz.
Mr. Liebowitz receives an annual pension of $3,500 from a subsidiary's
defined benefit retirement plan which was terminated effective October 1, 1985.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are Messrs. Cooper, Liebowitz,
Safenowitz and Wintrub. Mr. Liebowitz is President and Chief Executive Officer.
Mr. Cooper was a vice president of Getty until June 1992.
9
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE
To Our Stockholders:
This report addresses our compensation policies with respect to the
compensation of the Chief Executive Officer and the other executive officers
during fiscal 2002. The Compensation and Stock Option Committee of the Board of
Directors (the "Compensation Committee") is responsible for setting the policies
which govern base salary compensation, bonuses, the Retirement Plan, the
Supplemental Retirement Plan, and the Stock Option Plan, and for determining
amounts payable under these plans.
Compensation of Getty's executive officers (with the exception of the Chief
Executive Officer) is recommended by the Chief Executive Officer to the
Compensation Committee and is discussed, reviewed and approved by the full Board
of Directors. The compensation of the Chief Executive Officer is also discussed,
reviewed and approved by the full Board of Directors.
EXECUTIVE OFFICER COMPENSATION
Getty's compensation program for executive officers is designed to provide
each officer with a total compensation package competitive with amounts paid for
similar positions in similar companies. With its objective being to attract and
retain capable people, Getty endeavors to ensure that each officer's
compensation is based on his or her ability, effort and achievement. In addition
to the base salary program, Getty has a discretionary bonus plan that is
administered by the Compensation Committee in light of Getty's focus on managing
its portfolio of gasoline service stations, terminals and related properties
while minimizing expenses. Executive officers' base salaries increased modestly
at the end of the fiscal year.
STOCK OPTIONS
Stock options are granted to encourage and facilitate personal stock
ownership by the directors, executives and certain other key employees and thus
strengthen their personal commitment to Getty and provide a longer-term
perspective to their managerial responsibilities. The stock option portion of
the compensation program directly links the executive's interests with those of
the stockholders. The Compensation Committee's policy is to grant stock option
awards based on individual performance and the potential to contribute to the
future success of Getty. In November 2002, stock options were awarded to certain
employees and directors. No options were granted to Mr. Liebowitz, who has not,
to date, participated in the Stock Option Plan.
The Compensation Committee believes that the three components described
above provide compensation that is competitive with that offered by other
corporations, and effectively links executive and stockholder interests through
varied plans that are structured to coincide with the long-term vision of Getty.
Section 162(m) of the Code denies publicly-held corporations the federal
income tax deduction for compensation in excess of $1.0 million paid to its
chief executive officer and four other most highly compensated officers during a
fiscal year unless the compensation is "performance-based". It is our policy to
take this rule into account in setting the compensation of such executives. In
addition to salaries and bonuses, compensation income recognized upon the
exercise of stock options may represent compensation subject to the Section
162(m) limitation. Although it is possible that in any given year some portion
of the compensation paid to an executive will not be tax deductible under
Section 162(m), the Stock Option Plan has been designed so that option grants
may be performance-based and thus exempt from the Section 162(m) deduction
limits. At this time the salaries and bonuses paid to our executives and
officers are not otherwise affected by the Section 162(m) limitations on
deductibility. In the event that the compensation of our executives were to
approach the Section 162(m) limitations in the future, the Compensation
Committee will consider such limitations in determining an executive's total
compensation.
10
The report of the Compensation Committee should not be deemed incorporated
by reference by any general statement incorporating this Proxy Statement by
reference into any filing under the Securities Act or under the Exchange Act,
except to the extent that Getty specifically incorporates this information by
reference, and should not otherwise be deemed filed under such Acts.
Compensation and Stock Option
Committee:
Warren Wintrub (Chairman)
Milton Cooper
Leo Liebowitz
Howard Safenowitz
11
REPORT OF THE AUDIT COMMITTEE
To Our Stockholders:
This report addresses Getty's compliance with existing SEC and the New York
Stock Exchange rules designed to enhance audit committee effectiveness, to
improve public disclosure about the functioning of corporate audit committees
and to enhance the reliability and credibility of financial statements of public
companies.
INDEPENDENCE
The Board of Directors has determined that each of the Audit Committee
members are "independent" as such term is presently defined in the NYSE Rules.
AUDIT COMMITTEE CHARTER
At the Audit Committee Meeting held on March 23, 2000, the Audit Committee
adopted a written Charter, which was approved by Getty's Board of Directors. The
Charter is annexed to this Proxy Statement as Appendix A.
FINANCIAL STATEMENTS
With regard to our audited financial statements, the Audit Committee has:
(1) reviewed and discussed the audited financial statements with management
and with PricewaterhouseCoopers L.L.P.;
(2) discussed with PricewaterhouseCoopers L.L.P., our independent auditors,
the matters required by SAS 61, as may be modified or supplemented;
(3) (a) received the written disclosures and the letter from
PricewaterhouseCoopers L.L.P. required by Independence Standards Board Standard
No. 1 (Independence Standards Board Standard No. 1, Independence Discussions
with Audit Committees), as modified or supplemented, (b) discussed with
PricewaterhouseCoopers L.L.P. their independence, and (c) concluded that the
provision of those services other than audit services by PricewaterhouseCoopers
L.L.P. is compatible with maintaining their independence; and
(4) based upon the review and discussions set forth in paragraphs (1)
through (3) above, recommended to Getty's Board of Directors that the audited
financial statements be included in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2002.
The Audit Committee Chairman and one or more of the other Audit Committee
members, prior to filing with the SEC each of the Company's quarterly reports on
Form 10-Q for the quarters ended March 31, June 30 and September 30, 2002,
reviewed with the Company's management and PricewaterhouseCoopers L.L.P. the
Company's interim financial results to be included in such report and the
matters required to be discussed by SAS 61.
The report of the Audit Committee should not be deemed incorporated by
reference by any general statement incorporating this Proxy Statement by
reference into any filing under the Securities Act or under the Exchange Act,
except to the extent that Getty specifically incorporates this information by
reference, and should not otherwise be deemed filed under such Acts.
Audit Committee:
Philip Coviello (Chairman)
Milton Cooper
Warren Wintrub
12
STOCK PERFORMANCE GRAPH
COMPARATIVE FIVE-YEAR TOTAL RETURNS*
GETTY (GTY), S&P 500, AND PEER GROUP
(Performance results through 12/31/02)
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on Getty Common Stock against the
cumulative total return of the Standard & Poor's 500 Stock Index and the Peer
Group for the period of five years ended December 31, 2002.
[PERFORMANCE GRAPH]
-----------------------------------------------------------------------------------------------------------
1997 1998 1999 2000 2001 2002
-----------------------------------------------------------------------------------------------------------
Getty Realty Corp. $100.00 67.71 53.45 75.77 125.70 137.42
-----------------------------------------------------------------------------------------------------------
Standard & Poor's 500 $100.00 128.40 154.44 138.78 120.68 92.48
-----------------------------------------------------------------------------------------------------------
Peer Group $100.00 90.93 76.06 91.63 129.23 162.30
-----------------------------------------------------------------------------------------------------------
Assumes $100 invested at the close of trading on 12/31/97 in Getty Common Stock,
Standard & Poor's 500, and Peer Group.
*Cumulative total return assumes reinvestment of dividends, and in the case of
Getty includes (i) a special dividend relating to the Marketing spin-off and
(ii) the special one-time earnings and profits distribution made in August 2001.
Getty has chosen as its Peer Group the following companies: Commercial Net
Lease Realty, Inc., U.S. Restaurant Properties, Inc., Realty Income Corp. and
Hospitality Property Trust. We have chosen these companies as our Peer Group
because a substantial segment of each of their businesses is as a real estate
company that owns and leases commercial properties. For 2002, we have included
Hospitality Property Trust in our Peer Group in lieu of FFP Partners, LP because
FFP Partners, LP was delisted from the American Stock Exchange in October 2002
and its market capitalization is not comparable.
The Stock Performance Graph should not be deemed incorporated by reference
by any general statement incorporating this Proxy Statement by reference into
any filing under the Securities Act or under the Exchange Act, except to the
extent that Getty specifically incorporates this graph by reference, and should
not otherwise be deemed filed under such Acts.
We cannot assure you that Getty stock performance will continue in the
future with the same or similar trends depicted in the graph above. We do not
make or endorse any predictions as to future stock performance.
13
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Pursuant to the direction of the Board of Directors, on February 20, 2003,
the Audit Committee recommended the appointment of the firm of
PricewaterhouseCoopers L.L.P., subject to ratification by the stockholders at
the Annual Meeting, to audit the accounts of Getty with respect to our
operations for the fiscal year ending December 31, 2003 and to perform such
other services as may be required. Should this firm of auditors be unable to
perform these services for any reason, the Board of Directors will appoint other
independent auditors to perform these services. A majority of votes cast at the
meeting is necessary to ratify the appointment of the independent auditors.
The fees paid to PricewaterhouseCoopers L.L.P., our principal auditors,
during fiscal 2002 were as follows:
Audit Fees(1) $113,560
Financial Information Systems Design and Implementation Fees None
All Other Fees(2) $116,890
-----------------------------------
(1) Includes the aggregate fees billed for professional services
rendered by PricewaterhouseCoopers L.L.P. for the audit of the
Company's annual financial statements for fiscal 2002 and the
reviews of the financial statements included in the Company's
Quarterly Reports on Form 10-Q for fiscal 2002.
(2) Includes the aggregate fees billed during fiscal 2002 for all
services rendered by PricewaterhouseCoopers L.L.P., other than
fees for the services which must be reported under "Audit Fees"
and "Financial Information Systems Design and Implementation
Fees," including $92,320 in fees for corporate tax return
preparation and tax consulting regarding REIT compliance and
$24,570 in fees for due diligence review and tax consulting
regarding potential acquisitions.
Representatives of the firm of PricewaterhouseCoopers L.L.P. are expected
to be present at the Annual Meeting, will have the opportunity to make a
statement if they desire to do so, and will be available to respond to
appropriate questions from stockholders.
The Board of Directors recommends a vote "FOR" the proposal to ratify the
selection of PricewaterhouseCoopers L.L.P. as Getty's independent public
auditors for the fiscal year ending December 31, 2003.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Pursuant to Section 16(a) of the Exchange Act and the rules issued
thereunder, Getty's executive officers and directors are required to file
reports of ownership and changes in ownership of Getty equity securities with
the SEC and the New York Stock Exchange. Copies of these reports are required to
be furnished to us. Based on our review of the Forms 3 and 4 that we received
during fiscal 2002 and of the Forms 5 that we received with respect to fiscal
2002, Getty believes that during fiscal 2002 all of our executive officers and
directors complied with the Section 16(a) requirements.
OTHER MATTERS
Management does not know of any matters, other than those referred to
above, to be presented at the meeting for action by the stockholders. However,
if any other matters are properly brought before the meeting, or any adjournment
or adjournments thereof, we intend to cast votes pursuant to the proxies with
respect to such matters in accordance with the best judgment of the persons
acting under the proxies.
The proxy may be revoked at any time prior to its exercise. Brokerage
houses and other custodians will be requested to forward solicitation material
to beneficial owners of stock that they hold of record. We will reimburse
brokerage houses, banks and custodians for their out-of-pocket expenses in
forwarding proxy material to the beneficial owners. The cost of this
solicitation, which will be effected by mail, will be borne by us.
April 4, 2003 By Order of the Board of Directors,
/s/ Randi Young Filip
Randi Young Filip
Vice President, General Counsel and
Corporate Secretary
14
APPENDIX A
GETTY REALTY CORP.
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
I. PURPOSE
The Audit Committee (the "Committee") is appointed by the Board of
Directors of the Company (the "Board") to assist the Board in fulfilling its
oversight responsibilities. The Committee's primary duties and responsibilities
are to:
- Oversee management's conduct of the Company's financial reporting process
and systems of internal accounting and financial controls.
- Monitor the independence and performance of the Company's outside
auditors.
- Provide an avenue of communication among the outside auditors, management
and the Board.
The Committee has the authority to conduct any investigation to enable it
to fulfill its responsibilities. It shall have direct access to all Company
personnel and to the outside auditors and the power to retain independent
counsel, accountants and others to assist the Committee.
II. COMPOSITION AND MEETINGS
The Committee's composition shall meet the eligibility requirements of the
Audit Committee Policy of the New York Stock Exchange. The Committee shall meet
at least annually and shall be comprised of not less than three directors, each
of whom shall be independent non-executive directors, free from any relationship
that would interfere with the exercise of his or her independent judgment. All
members of the Committee shall have a basic understanding of finance and
accounting and be able to read and understand fundamental financial statements,
and at least one member of the Committee shall have accounting or related
financial management expertise.
Committee members shall be appointed by the Board on recommendation of the
Nominating Committee. If a Committee Chair is not designated by the Board or
present at a meeting, the members of the Committee may designate a Chair by
majority vote of the members of the Committee who are present. A majority of the
members of the Committee shall constitute a quorum.
III. RESPONSIBILITIES AND DUTIES
The Committee's principal responsibility is one of oversight. The Company's
management is responsible for preparing the Company's financial statements and
the outside auditors are responsible for auditing and/or reviewing those
financial statements. In carrying out its oversight responsibilities, the
Committee is not providing any expert or special assurance as to the Company's
financial statements or any professional certification as to the outside
auditors' work. The Committee's specific responsibilities are as follows:
1. The Committee shall review with management and the outside auditors, the
audited financial statements to be included in the Company's Annual
Report on Form 10-K prior to filing with the Securities and Exchange
Commission ("SEC"), or the Annual Report to Shareholders if distributed
prior to the filing of Form 10-K, and review and consider with the
outside auditors the matters required to be discussed by Statement on
Auditing Standards ("SAS") No. 61. The Committee shall review with
management and the outside auditors any impact on the financial
statements of any new or proposed changes in accounting principles or
legal or regulatory requirements.
2. The Committee or the Committee Chair, prior to filing of each quarterly
report on Form 10-Q with the SEC, shall review with management and the
outside auditors the Company's interim financial results to be included
in such report, and the matters required to be discussed by SAS No. 61.
15
3. The Committee shall discuss with management and the outside auditors the
quality, appropriateness and adequacy of the Company's internal controls
and accounting principles applied in its financial reporting. The
Committee will meet separately with the chief executive and chief
financial officers of the Company at least annually to review the
financial affairs of the Company. The Committee will meet with the
outside auditors of the Company at such time as it deems appropriate to
review the outside auditors' examination and management report, and may
do so in executive session if deemed appropriate.
4. The outside auditors are ultimately accountable to the Committee and the
Board. In connection therewith, the Committee shall:
- Request from the outside auditors annually a formal written statement
delineating all relationships between the outside auditors and the
Company consistent with Independence Standards Board Standard No. 1.
- Discuss with the outside auditors any such disclosed relationships and
their impact on the outside auditors' independence.
- Recommend that the Board take appropriate action in response to the
outside auditors' report to satisfy itself of the auditors'
independence.
5. The Committee shall review and evaluate the independence, performance
and compensation of the outside auditors and annually recommend to the
Board the appointment of the outside auditors or approve any discharge
or replacement of the outside auditors should circumstances warrant.
6. The Committee shall review and reassess the adequacy of this Charter at
least annually. The Charter shall be submitted to the Board for approval
and shall be published in accordance with SEC regulations.
7. The Committee shall provide to the New York Stock Exchange on an annual
basis a written affirmation regarding the independence of the Committee
members, the financial literacy of the members, that at least one member
has accounting or related financial management expertise, and that the
Committee has performed a review of the Audit Committee Charter.
8. The Committee shall submit a report to shareholders for inclusion in the
Company's annual proxy statement as required by SEC rules.
9. In addition to the above responsibilities, the Committee will undertake
such other duties as the Board delegates to it, and will report at least
annually to the Board regarding the Committee's examinations and
recommendations.
IV. REPORTS AND MINUTES
1. The Committee will maintain written minutes of its meetings that will be
filed with the minutes of the meetings of the Board.
2. The Committee will report periodically to the Board regarding the
Committee's activities, which will be incorporated as a part of the
minutes of the Board meeting at which those activities are presented.
16
[X] PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE GETTY REALTY CORP. With- For All
1. ELECTION OF DIRECTORS. For hold Except
ANNUAL MEETING OF STOCKHOLDERS FOR all nominess listed (except
MAY 15, 2003 as marked to the contrary below) [ ] [ ] [ ]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS NOMINEES: M. COOPER, P. COVIELLO, L. LIEBOWITZ,
The undersigned stockholder of Getty Realty Corp. hereby C H. SAFENOWITZ, W. WINTRUB
constitutes and appoints LEO LIEBOWITZ and THOMAS STIRNWEIS, and O
each of them, the true and lawful attorneys, agents and proxies M INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
of the under-signed, each with full power of substitution, to M INDIVIDUAL NOMINEE, MARK "FOR ALL EXCEPT"AND WRITE
vote at the meeting, (or if only one shall be present and acting O THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
at the meeting then that one,) all of the common shares of stock M
of the corporation that the undersigned would be entitled, if ------------------------------------------------------
personally present, to vote at the annual meeting of stockholders For Against Abstain
of the corporation to be held at 270 Park Avenue, 11th Floor, New 2. The ratification of the
York, New York, on May 15, 2003, and at any adjournments thereof. appointment of [ ] [ ] [ ]
PricewaterhouseCoopers
L.L.P. as independent auditors
for the Company for the fiscal
year ended December 31, 2003.
3. In their discretion, the Proxies are authorized to
vote upon such other business as may properly come
before the meeting.
Receipt is acknowledged of notice and proxy statement
for the foregoing meeting and of annual report to
stockholders for the fiscal year ended December 31, 2002.
-------------------------
Please be sure to sign and date Date THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
this Proxy in the box below. MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF
---------------------------------------------------------------- NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR"
ITEMS 1 AND 2.
----- Stockholder sign above----Co-holder (if any) sign above---
-----------------------------------------------------------------------------------------------------------------------------------
/\ DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED. /\
GETTY REALTY CORP.
125 Jericho Tpke., Suite 103, Jericho, NY 11753
--------------------------------------------------------------------------------
Please sign exactly as your name appears hereon. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee, or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other duly
authorized officer. If a partnership, please sign in partnership name by
authorized officer.
PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD BACK AS SOON AS POSSIBLE!
--------------------------------------------------------------------------------
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
-----------------------------------------
-----------------------------------------
-----------------------------------------
[X] PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE GETTY REALTY CORP. With- For All
1. ELECTION OF DIRECTORS. For hold Except
ANNUAL MEETING OF STOCKHOLDERS FOR all nominess listed (except
MAY 15, 2003 as marked to the contrary below) [ ] [ ] [ ]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS NOMINEES: M. COOPER, P. COVIELLO, L. LIEBOWITZ,
The undersigned stockholder of Getty Realty Corp. hereby P H. SAFENOWITZ, W. WINTRUB
constitutes and appoints LEO LIEBOWITZ and THOMAS STIRNWEIS, and R
each of them, the true and lawful attorneys, agents and proxies E INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
of the under-signed, each with full power of substitution, to F INDIVIDUAL NOMINEE, MARK "FOR ALL EXCEPT"AND WRITE
vote at the meeting, (or if only one shall be present and acting E THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
at the meeting then that one,) all of the preferred shares of stock R
of the corporation that the undersigned would be entitled, if R ------------------------------------------------------
personally present, to vote at the annual meeting of stockholders E For Against Abstain
of the corporation to be held at 270 Park Avenue, 11th Floor, New D 2. The ratification of the
York, New York, on May 15, 2003, and at any adjournments thereof. appointment of [ ] [ ] [ ]
PricewaterhouseCoopers
L.L.P. as independent auditors
for the Company for the fiscal
year ended December 31, 2003.
3. In their discretion, the Proxies are authorized to
vote upon such other business as may properly come
before the meeting.
Receipt is acknowledged of notice and proxy statement
for the foregoing meeting and of annual report to
stockholders for the fiscal year ended December 31, 2002.
-------------------------
Please be sure to sign and date Date THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
this Proxy in the box below. MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF
---------------------------------------------------------------- NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR"
ITEMS 1 AND 2.
----- Stockholder sign above----Co-holder (if any) sign above---
-----------------------------------------------------------------------------------------------------------------------------------
/\ DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED. /\
GETTY REALTY CORP.
125 Jericho Tpke., Suite 103, Jericho, NY 11753
--------------------------------------------------------------------------------
Please sign exactly as your name appears hereon. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee, or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other duly
authorized officer. If a partnership, please sign in partnership name by
authorized officer.
PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD BACK AS SOON AS POSSIBLE!
--------------------------------------------------------------------------------
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
-----------------------------------------
-----------------------------------------
-----------------------------------------