<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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 Rule 14a-11(c) or Rule 14a-12
GETTY PETROLEUM MARKETING INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(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):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] 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:
- --------------------------------------------------------------------------------
(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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<PAGE> 2
GETTY LOGO
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 15, 2000
- --------------------------------------------------------------------------------
To the Stockholders of
GETTY PETROLEUM MARKETING INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Getty
Petroleum Marketing Inc. will be held at 270 Park Avenue, 11th Floor, New York,
New York, on June 15, 2000 at 10:30 a.m., for the following purposes:
(1) To elect a Board of six 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 January 31, 2001.
(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 April 18, 2000 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,
SAMUEL M. JONES
SAMUEL M. JONES
Vice President, General Counsel
and Corporate Secretary
Jericho, New York
May 1, 2000
- --------------------------------------------------------------------------------
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.
<PAGE> 3
GETTY PETROLEUM MARKETING INC.
125 JERICHO TURNPIKE, JERICHO, NEW YORK 11753
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PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
- --------------------------------------------------------------------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Directors of Getty Petroleum Marketing
Inc. (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 June 15, 2000 at 10:30 a.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 April 18, 2000 record date for securities entitled to vote at the
meeting, 13,962,238 shares of Common Stock were outstanding. Each outstanding
common share is entitled to one vote. The presence in person or by proxy of a
majority of the outstanding common shares is required to constitute a quorum. 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 May 1, 2000. We must receive stockholder proposals
that are intended to be presented at the 2001 annual meeting no earlier than
March 17, 2001 and no later than April 16, 2001 in accordance with our by-laws.
Stockholder proposals to be considered for inclusion in next year's proxy
statement must be received by January 2, 2001.
ELECTION OF DIRECTORS
Six 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 a plurality vote 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 set forth 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:
<TABLE>
<CAPTION>
NAME--AGE OFFICES HELD IN THE COMPANY AND/OR
SERVED AS DIRECTOR SINCE PRINCIPAL OCCUPATION FOR PAST FIVE YEARS
- -----------------------------------------------------------------------------------------------
<S> <C>
Matthew J. Chanin--45 Senior Managing Director of Prudential Capital Group since
December 1996 December 1995. Prior thereto, Mr. Chanin held senior
investment positions with Prudential Insurance Company of
America for more than five years.
Ronald E. Hall--68 Director and former Chairman of the Board of Howell Corp.
December 1996 since 1996. Prior thereto, Mr. Hall was President and Chief
Executive Officer of CITGO Petroleum Corp. for more than
five years.
Leo Liebowitz--72 Chairman and Chief Executive Officer of Getty. President and
May 1971 Chief Executive Officer of Getty Realty Corp.
Richard E. Montag--68 Real Estate Investment Consultant. Formerly Vice President
December 1996 of Real Estate Development, The Richard E. Jacobs Group, for
more than five years until 1998.
Howard Safenowitz--41 Vice President, Business Affairs, Walt Disney Pictures and
December 1998 Television, and prior thereto an attorney for Walt Disney
Company for more than five years. Director of Getty Realty
Corp. since December 1998.
Howard Silverman--64 Co-Chairman, First Capital Ventures, since 1996. Formerly
Chairman,
June 1999 President and Chief Executive Officer of Gruntal & Co.,
L.L.C. for more than five years until 1995.
</TABLE>
1
<PAGE> 4
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth the beneficial ownership of Getty Common
Stock based on beneficial ownership as of January 31, 2000, of (i) each person
who is a beneficial owner of more than 5% of the outstanding shares of Getty
Common Stock, (ii) each director of Getty, (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.
<TABLE>
<CAPTION>
SHARES OF PERCENT
COMMON STOCK OF CLASS
NAME BENEFICIALLY OWNED (1)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
Matthew J. Chanin 12,765(2) *
Director
Ronald E. Hall 22,443(3) *
Director
Leo Liebowitz 2,395,963(4) 17.16%
Director, Chairman and
Chief Executive Officer
c/o Getty Petroleum Marketing Inc.
125 Jericho Turnpike
Jericho, New York 11753
Richard E. Montag 43,272(5) *
Director
Howard Safenowitz 2,361,281(6) 16.91%
Director
21767 Los Alimos Street
Chatsworth, CA 91311
Howard Silverman 29,400(7) *
Director
Vincent J. DeLaurentis 51,375(8) *
President and
Chief Operating Officer
A.R. Charnes 30,656(9) *
Vice President of Marketing
Michael K. Hantman 87,479(10) *
Vice President and Corporate Controller
Samuel M. Jones 90,271(11) *
Vice President, General Counsel
and Secretary
Directors and Executive 5,124,905 36.71%
Officers as a group (10 persons)
Milton Cooper 1,062,611 7.61%
c/o Kimco Realty Corporation
3333 New Hyde Park Road
Suite 100
New Hyde Park, New York 11042
Safenowitz Partners LP(12) 1,534,601 11.00%
c/o Howard Safenowitz, President
Safenowitz Family Corp., General Partner
21767 Los Alimos Street
Chatsworth, California 91311
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
SHARES OF PERCENT
COMMON STOCK OF CLASS
NAME BENEFICIALLY OWNED (1)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
Dimensional Fund Advisors Inc.(13) 967,906 6.93%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
</TABLE>
- -------------------------
* 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 the shares which may be acquired
within 60 days.
(2) Includes 3,125 shares subject to options that are presently exercisable or
will become exercisable within 60 days.
(3) Includes 15,818 shares subject to options that are presently exercisable or
will become exercisable within 60 days.
(4) Includes 5,551 shares held in Getty's Employee Stock Ownership Plan
("ESOP"), 7,530 shares held in Getty's and Getty Realty Corp.'s retirement
plans, 115,377 shares held by Mr. Liebowitz' wife as to which he disclaims
beneficial ownership and 30,724 shares held by a charitable foundation.
(5) Includes 10,190 shares held by Mr. Montag's wife as to which he disclaims
beneficial ownership, 10,100 shares held jointly with his wife and 16,357
shares subject to options that are presently exercisable or will become
exercisable within 60 days.
(6) Includes 23,479 shares held as custodian for three minor children, 11,523
shares held by Mr. Safenowitz' wife as to which he disclaims beneficial
ownership, 176,118 shares in The Marilyn Safenowitz Irrevocable Trust of
which he is Co-Trustee and as to which he disclaims beneficial ownership,
and 500,000 shares held by the Safenowitz Family Partnership, LP and
1,534,601 shares held by Safenowitz Partners LP (collectively, the "Limited
Partnerships"). Mr. Safenowitz is the President of Safenowitz Family Corp.,
the General Partner of the Limited Partnerships, and he disclaims
beneficial ownership of the shares held by the Limited Partnerships except
to the extent of his pecuniary interest therein.
(7) Includes 23,400 shares held by his wife as to which he disclaims beneficial
ownership.
(8) Includes 1,607 shares held by Mr. DeLaurentis' wife as to which he
disclaims beneficial ownership, 2,865 shares held in the ESOP, 5,613 shares
held in Getty's retirement plan, and 36,250 shares subject to options that
are presently exercisable or will become exercisable within 60 days.
(9) Includes 5,435 shares held in the ESOP, 20,888 shares held in Getty's
retirement plan, and 3,125 shares subject to options that are presently
exercisable or will become exercisable within 60 days.
(10) Includes 5,698 shares held in the ESOP, 6,566 shares held in Getty's
retirement plan, and 75,000 shares subject to options that are presently
exercisable or will become exercisable within 60 days.
(11) Includes 5,698 shares held in the ESOP, and 81,000 shares subject to
options that are presently exercisable or will become exercisable within 60
days.
(12) These shares are also included in the total number of shares attributable
to Howard Safenowitz as set forth in the table above and further described
in Note 6.
(13) Based on a copy of an Amendment to Schedule 13G filed with the SEC and
received by us on February 11, 2000. We have not attempted to independently
verify the accuracy of the statements set forth in the Schedule.
3
<PAGE> 6
DIRECTORS' MEETINGS, COMMITTEES AND EXECUTIVE OFFICERS
MEETINGS
During the fiscal year ended January 31, 2000, the Board of Directors held
four regular meetings and four special meetings. Each director who served as a
director during the fiscal year attended all of the meetings of the Board of
Directors and of the Committees of the Board on which the director served.
COMMITTEES
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. Montag (Chairman), Chanin, Hall
and Silverman, met one time last year. The Committee selects the firm of
independent public accountants which 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. The Committee also examines the summary reports of the
internal auditor and discusses the adequacy of Getty's financial controls with
the accountants and with management.
The Nominating Committee, consisting of Messrs. Liebowitz (Chairman),
Chanin, Hall and Safenowitz, met three times 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 stockholders upon submission in writing to the Secretary with the
names of such nominees, together with their qualifications for service as a
director.
The Compensation and Stock Option Committee (the "Compensation Committee"),
which met once last year, consists of Messrs. Montag (Chairman), Hall,
Safenowitz and Silverman. The Compensation Committee administers the Incentive
Compensation Plan, Supplemental Retirement Plan and 1997 Stock Option Plan, and
reviews the compensation of the directors and officers.
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 and except for the Chairman of the Audit Committee who
receives $1,500 for each committee meeting and $750 for each telephonic
committee meeting. Directors who are employees of Getty do not receive retainers
or board meeting fees. Mr. Warren G. Wintrub, who is a director of Getty Realty
Corp. and was until September 1999 also a director of a subsidiary of Getty,
received $3,000 for attending three board meetings of the subsidiary.
In December 1999 all of the members of the Board of Directors, except for
Mr. Liebowitz, received stock option grants.
OTHER EXECUTIVE OFFICERS
Other Executive Officers during all or part of fiscal 2000 included Vincent
J. DeLaurentis, age 49, President of Getty since August 1997, and Chief
Operating Officer of Getty since June 1998; A. R. Charnes, age 55, Vice
President-Marketing since September 1998, General Manager of Marketing since
February 1998, and a regional marketing manager of Getty since 1989**; Michael
K. Hantman, age 48, Vice President of Getty since 1991 and Corporate Controller
of Getty since 1985; and Samuel M. Jones, age 63, Vice President and General
Counsel of Getty since 1986 and Corporate Secretary of Getty since 1994.
Management is not aware of any family relationships among any of its directors
or Executive Officers.
- -------------------------
** For the period prior to March 21, 1997, the date Getty Petroleum Marketing
Inc. was spun-off to the stockholders of Getty Petroleum Corp., all
references to "Getty" are to Getty Petroleum Corp., which after the spinoff
changed its name to Getty Realty Corp.
4
<PAGE> 7
COMPENSATION
EXECUTIVE COMPENSATION
The following tables provide information about executive compensation.
SUMMARY COMPENSATION TABLE
The following tables set forth information about the compensation of the
Chief Executive Officer and each of the other four most highly compensated
executive officers of Getty (the "Named Executive Officers") for services in all
capacities to Getty and its subsidiaries (prior to March 21, 1997, Getty
Petroleum Corp.) during the periods indicated.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
ANNUAL COMPENSATION RESTRICTED SECURITIES
FISCAL OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL YEAR ENDED SALARY BONUS COMPENSATION AWARDS OPTIONS COMPENSATION
POSITION JANUARY 31 ($) ($)(1) ($)(2) ($) (#) ($)(3)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Leo Liebowitz 2000 107,644 133,939 14,740
Director, 1999 104,521 40,000 22,028
Chairman and Chief 1998 144,970 116,000 19,866
Executive Officer
Vincent J.
DeLaurentis 2000 321,308 412,000 50,000 47,391
President and Chief 1999 319,308 100,000 25,000 54,225
Operating Officer 1998 139,615 172,500 75,000 13,121
A.R. Charnes 2000 140,556 180,250 20,000 20,233
Vice President- 1999 129,750 35,000 2,500 18,700
Marketing 1998 101,915 37,500 5,000 5,935
Michael K. Hantman 2000 131,823 158,801 10,000 27,410
Vice President and 1999 127,925 98,623 10,000 30,613
Corporate Controller 1998 124,126 137,700 20,000 27,704
Samuel M. Jones 2000 194,985 158,801 10,000 33,884
Vice President, 1999 189,267 93,978 10,000 37,381
General Counsel and 1998 183,762 137,700 20,000 34,286
Corporate Secretary
</TABLE>
- -------------------------
(1) Represents compensation paid pursuant to Getty's Incentive Compensation
Plan, discussed on page 10.
(2) 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.
(3) All other compensation includes contributions by Getty to the defined
contribution retirement profit sharing plan, matching contributions under
Getty's 401(k) savings plan, contributions by Getty to the Supplemental
Retirement Plan for executives and term life insurance premiums, all as set
forth in the table on the following page.
5
<PAGE> 8
<TABLE>
<CAPTION>
FISCAL YEAR DEFINED COMPANY SUPPLEMENTAL TERM
ENDED CONTRIBUTION MATCH RETIREMENT LIFE
JANUARY 31 RETIREMENT PLAN 401(K) PLAN PLAN INSURANCE
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Leo Liebowitz 2000 $2,222 $ -- $12,518 $ --
1999 2,516 -- 19,512 --
1998 2,546 -- 17,320 --
Vincent J. DeLaurentis 2000 2,474 4,800 35,389 4,728
1999 2,516 4,800 42,345 4,564
1998 -- -- 11,788 1,333
A. R. Charnes 2000 2,474 4,207 11,185 2,367
1999 2,516 3,807 10,405 1,972
1998 2,023 3,054 -- 858
Michael K. Hantman 2000 2,474 3,945 17,154 3,837
1999 2,516 3,829 20,765 3,503
1998 2,546 3,715 18,345 3,098
Samuel M. Jones 2000 2,474 4,800 21,925 4,685
1999 2,516 4,800 25,737 4,328
1998 2,546 4,750 23,070 3,920
</TABLE>
OTHER EXECUTIVE COMPENSATION
In December 1994, Getty Petroleum Corp. entered into agreements
(collectively, the "Change of Control Agreements") with its non-director
officers and certain key employees, in which Getty Petroleum Corp. agreed to
make payments under certain circumstances upon a "change of control" of Getty
Petroleum Corp. and also agreed that all stock options granted to such officer
or key employee would immediately vest. In March 1996, Getty Petroleum Corp.
amended the Change of Control Agreements to treat a spinoff or similar
transaction involving a substantial portion of Getty Petroleum Corp.'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--the date Getty Petroleum Marketing Inc. was spun off to Getty
Petroleum Corp.'s stockholders. On that date, Getty Petroleum Marketing Inc.
began performing Getty Petroleum Corp.'s obligations under the Change of Control
Agreements for the covered officers and employees of Getty. On April 8, 1997,
Getty formally confirmed to each officer and covered employee its obligations
under the Change of Control Agreements, including his/her minimum guaranteed
annual compensation (the "Guaranteed Salary"). On March 9, 1998, Getty amended
the Change of Control Agreements to provide that in the event of termination of
an officer or covered employee by Getty other than for cause, or by either party
following the assignment of materially less favorable job responsibilities, for
the 24-month period after the date of termination for officers and two key
employees, and 12 months for the other covered employees, Getty will pay to each
such individual over the applicable period an amount not less than the average
annual sum of the individual's (i) base salary, (ii) benefits under any
incentive or bonus plan and (iii) total amount of employer contributions (other
than elective salary deferrals) made to the individual's account under the Getty
401(k) and other deferred compensation plans, based upon the three year or
shorter period prior to March 21, 1997. In addition, Getty will continue to pay
not less than the Guaranteed Salary and benefits to each officer and covered
employee as long as he remains an employee of Getty. The compensation to be paid
to an officer or key employee pursuant to a Change of Control Agreement will be
reduced by the amount of compensation, if any, the officer or key employee
receives from any other employer during the relevant period.
Mr. DeLaurentis' rights in the event of a change of control are set forth
in an employment agreement dated July 10, 1997 and amended and restated on April
8, 1999. Under the agreement, at the time of a change in control all of Mr.
DeLaurentis' stock options will fully vest, and if he is terminated or if his
responsibilities are diminished, he will be entitled to receive as compensation
$450,000 per year for two years following the change of control, together with
customary benefits extended to Getty executives. This agreement provides that
Mr. DeLaurentis' initial base salary was $300,000 per year, which subsequently
was increased by the
6
<PAGE> 9
Board of Directors to $330,000 per year. The agreement, which was to expire on
August 3, 1999, has been extended for a 12 month term and will thereafter be
extended for additional 12 month terms unless it is terminated by the Board of
Directors not later than 90 days before the commencement of any subsequent 12
month term.
The Named Executive Officers participate in the Employee Stock Ownership
Plan ("ESOP"). For the ESOP year ended December 31, 1999, 141,001 shares were
awarded to the eligible Named Executive Officers and employees of Getty and its
subsidiaries. There remain 268,521 shares of Common Stock in the ESOP Trust, to
be allocated to the eligible employees during the next three ESOP plan years.
The following table sets forth the ESOP shares allocated to the Named Executive
Officers:
ALLOCATION OF ESOP SHARES
<TABLE>
<CAPTION>
# SHARES
ALLOCATED TOTAL SHARES % SHARES
ON 12/31/99 ALLOCATED VESTED
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Leo Liebowitz 1,711 5,551 40%
Vincent J. DeLaurentis 1,858 2,865 20%
A.R. Charnes 1,858 5,435 40%
Michael K. Hantman 1,858 5,698 40%
Samuel M. Jones 1,858 5,698 40%
</TABLE>
STOCK OPTIONS
The following table sets forth additional information with respect to the
stock options granted to the Named Executive Officers during the fiscal year
ended January 31, 2000, including the potential realizable value from the stock
options, assuming that they are exercised at the end of the option term and
assuming 5% and 10% annual rates of stock price appreciation during the option
term.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------
% OF TOTAL
OPTIONS POTENTIAL REALIZABLE VALUE
GRANTED TO AT ASSUMED ANNUAL RATES
EMPLOYEES IN OF STOCK PRICE APPRECIATION
OPTIONS FISCAL YEAR EXERCISE OR FOR OPTION TERM(1)
GRANTED ENDED BASE PRICE EXPIRATION ----------------------------
NAME (#) 1-31-00 ($/SHARE) DATE 5%($) 10%($)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Leo Liebowitz -- -- -- -- -- --
Vincent J. DeLaurentis 50,000 45.0 2.78 12/16/09 87,463 221,650
A. R. Charnes 20,000 18.0 2.78 12/16/09 34,985 88,660
Michael K. Hantman 10,000 9.0 2.75 12/16/09 17,295 43,828
Samuel M. Jones 10,000 9.0 2.75 12/16/09 17,295 43,828
</TABLE>
- -------------------------
(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
Getty'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. We did not use an
alternative formula for a grant date valuation, as we are not aware of any
formula which will determine with reasonable accuracy a present value based
on unknown or volatile factors. If the price of Getty Common Stock
appreciates, the value of Getty Common Stock held by our stockholders will
also increase. For example, the market value of Getty Common Stock on
January 31, 2000 was approximately $34,902,245, based upon the market price
on that date. If the share price of Getty Common Stock increases by 5% per
year,
7
<PAGE> 10
the market value on January 31, 2010 of the same number of shares would be
approximately $56,852,000. If the price of Getty Common Stock increases by 10%
per year, the market value on January 31, 2010 would be approximately
$90,527,429.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
The following table provides information as to the value of stock options
held by each of the Named Executive Officers at January 31, 2000 measured in
terms of the closing price of Getty Common Stock on January 31, 2000. No options
were exercised by the Named Executive Officers during the fiscal year ended
January 31, 2000.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS/SARS
OPTIONS AT FISCAL YEAR END(#) AT FISCAL YEAR END ($)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED(#) UNEXERCISABLE UNEXERCISABLE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Leo Liebowitz -- -- -- --
Vincent J.
DeLaurentis -- -- 36,250 --
113,750 --
A. R. Charnes -- -- 3,125 --
24,375 --
Michael K. Hantman -- -- 75,000 955
27,500 --
Samuel M. Jones -- -- 81,000 1,091
27,500 --
</TABLE>
STOCK OPTION PLAN
Getty's 1997 Stock Option Plan (the "Stock Option Plan"), which has been
approved by our stockholders and was amended in 1998 after approval of our
stockholders, authorizes the grant to directors, officers and other key
employees of Getty and its subsidiaries of long-term incentive share awards in
the form of options ("Options") to purchase shares of Getty Common Stock. The
Stock Option Plan is administered by a committee of three members of the Getty
Board of Directors (the "Compensation Committee"). The maximum number of shares
which may be the subject of outstanding Options under the Stock Option Plan is
2,000,000, subject to adjustments for stock dividends and stock splits. As of
January 31, 2000, 917,223 shares of Getty Common Stock were issuable upon the
exercise of options then outstanding under the Stock Option Plan. No grants may
be made under the Stock Option Plan after March 2007. The number of shares
remaining for grant under the stock option plan at April 18, 2000 was 590,533.
The recipients, terms (including price and exercise period) and type of
Option to be granted under the Stock Option Plan is 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 the 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) or Non-Qualified Stock Options. With certain limited
exceptions, Options may not be exercised for a period of 12 months following the
grant of the Option and are exercisable in installments as are 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 following its grant.
8
<PAGE> 11
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 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 Internal Revenue Code of 1986, as amended (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, the Board of
Directors may, during any fiscal year, elect not to make any payment to the
account of any or all executives.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Messrs. Montag (Chairman), Hall,
Safenowitz and Silverman. Mr. Safenowitz, a director of Getty Realty Corp. and
major shareholder of both Getty Petroleum Marketing Inc. and Getty Realty Corp.,
serves on the Compensation Committee.
9
<PAGE> 12
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 2000. The Compensation and Stock Option Committee (the
"Compensation Committee") is responsible for setting the policies which govern
base salary compensation, the Incentive Compensation Plan, 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 of the Board of Directors, 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. Getty's
philosophy is that under its total compensation program the Chief Executive
Officer and other executives should: (1) have a greater portion of compensation
at risk than other employees and (2) have a significant portion of their
compensation tied directly to the performance of the business.
BASE SALARY
The base salary program is designed to provide each employee with a salary
competitive with salaries paid for similar positions in similar companies.
Besides being able to attract and retain capable people, we will endeavor to
ensure that each employee's compensation will be based on the person's ability,
effort and achievement. In December 1999, consistent with the practice of the
prior few years, all executive officers received a small increase in base
salary.
ANNUAL INCENTIVE AWARDS
Annual Incentive Awards are provided under Getty's Incentive Compensation
Plan ("ICP"). The purpose of the ICP, which is a key component of our total
compensation package, is to promote the achievement of Getty's targeted business
objectives by providing competitive incentives to those employees who can impact
Getty's performance. The total amount of cash available for annual ICP awards is
approved by the Board of Directors after it evaluates a combination of criteria,
and Getty achieves specific goals. Awards are based on a combination of company
performance, business unit performance, and individual performance based on
specific objectives.
The Compensation Committee determined that the incentive compensation of
the Chief Executive Officer and the other Executive Officers (shown under the
caption "Bonuses" in the Summary Compensation Table) should be 125% of the
targeted amount each executive officer could have received under the ICP for the
fiscal year ended January 31, 2000.
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 our
future success. During the fiscal year, options were awarded to four officers
and certain key employees and certain directors. Mr. Liebowitz, who has not
participated in the Stock Option Plan, did not receive any option grants during
the fiscal year.
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.
10
<PAGE> 13
Section 162(m) of the Internal Revenue Code denies the federal income tax
deduction by publicly held corporations of compensation in excess of $1 million
paid to certain executives and highly compensated officers during a fiscal year.
It is our policy to take this rule into account in setting the compensation of
affected 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 Compensation Committee believes that
portions of the affected executive's total compensation that are performance
based are excepted from application of Section 162(m). Deductibility will also
depend upon the amount of any bonus paid as an ICP award, upon the market price
of Getty's shares on the date stock options are exercised, and the number of
options exercised by an executive in any fiscal year.
The report of the Compensation Committee should not be deemed incorporated
by reference by any general statement incorporating by reference this Proxy
Statement 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:
Richard E. Montag (Chairman)
Ronald E. Hall
Howard Safenowitz
Howard Silverman
CERTAIN TRANSACTIONS
As a result of the spinoff, Mr. Liebowitz beneficially owns approximately
the same percentage of the outstanding common stock of Getty Realty Corp.
(approximately 17%) as he owns of Getty Common Stock, without giving effect to
the issuance of 5% of Getty Common Stock to the ESOP. See "Beneficial Ownership
of Common Stock." Mr. Liebowitz serves as a director of Getty Realty Corp. and
is Getty Realty Corp.'s President and Chief Executive Officer. Mr. Howard
Safenowitz and members of his family, together with the two Limited
Partnerships, in the aggregate beneficially own approximately 17% of the common
stock of Getty Realty Corp. Mr. Safenowitz is also a director of Getty Realty
Corp.
In connection with the spinoff, Getty Realty Corp., as lessor, and Getty
Petroleum Marketing Inc., as lessee, entered into a Master Lease Agreement (the
"Master Lease") with respect to approximately 1,000 service station and
convenience store properties and 10 distribution terminals and bulk plants. The
initial term of the Master Lease is 15 years (or periods ranging from one to
fifteen years with respect to approximately 400 properties leased by Getty
Realty Corp. from third parties), and generally provides Getty with four
ten-year renewal options (or with respect to such leased properties, such
shorter period as the underlying lease may provide). The Master Lease is a
"triple-net" lease, so we are responsible for the cost of all taxes,
maintenance, repair, insurance and other operating expenses. Rent for each of
the properties was set using the fair market value of each property, assuming
certain environmental conditions for which Getty Realty Corp. is responsible.
For the past fiscal year, we paid net lease payments to Getty Realty Corp.
aggregating approximately $56.4 million, and we estimate that we will pay $56.3
million to Getty Realty Corp. in the current fiscal year.
Getty Petroleum Marketing Inc. and Getty Realty Corp. also entered into a
Services Agreement (the "Services Agreement"), under which we provide certain
administrative and technical services to Getty Realty Corp. and Getty Realty
Corp. provides certain services to us. The Services Agreement is terminable in
whole or in part either by us or by Getty Realty Corp. on 30 days' notice. The
net fees paid by Getty Realty Corp. during the past fiscal year to us under the
Services Agreement were $749,000. We presently expect that many of these
services will continue to be provided for the remainder of the current fiscal
year.
11
<PAGE> 14
In addition, Getty Petroleum Marketing Inc. and Getty Realty Corp. entered
into a Trademark License Agreement providing for an exclusive, royalty-free
license to us of certain Getty(R) trademarks, service marks and trade names
(including the name "Getty") used in connection with our business, within the
territory specified in the agreement. The term of the agreement is 55 years, but
in the event that the Master Lease terminates before then, the license will
become non-exclusive and we will pay Getty Realty Corp. certain customary
signage rental and royalty fees.
Getty Petroleum Marketing Inc. and Getty Realty Corp. also entered into a
Tax Sharing Agreement that defines the parties' rights and obligations with
respect to filing of returns, payments, deficiencies and refunds of federal,
state and other income, franchise or motor fuel taxes relating to our business
for tax years prior to and including March 21, 1997 and with respect to certain
tax attributes of Getty after that date.
12
<PAGE> 15
REPORT OF THE AUDIT COMMITTEE
To Our Stockholders:
The SEC and the New York Stock Exchange recently adopted new 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. This report addresses
Getty's compliance with these new rules.
INDEPENDENCE
The Board of Directors has determined that each of the Audit Committee
members are "independent" as such term is defined in the NYSE Rules.
AUDIT COMMITTEE CHARTER
At the Audit Committee Meeting held on March 22, 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;
(2) discussed with PricewaterhouseCoopers L.L.P., our independent auditors,
the matters required by SAS 61, as modified or supplemented;
(3) 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, and has discussed with PricewaterhouseCoopers L.L.P.
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 Getty's Annual Report on
Form 10-K for the year ended January 31, 2000.
The report of the Audit Committee should not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement 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:
Richard E. Montag (Chairman)
Matthew J. Chanin
Ronald E. Hall
Howard Silverman
13
<PAGE> 16
STOCK PERFORMANCE GRAPH
COMPARATIVE TOTAL RETURNS
APRIL 1, 1997 THROUGH JANUARY 31, 2000*
GETTY (GPM), S&P 500, AND PEER GROUP
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total stockholder 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 from April 1, 1997 through January 31, 2000.
GRAPH
<TABLE>
<CAPTION>
GETTY PETE MARKETING INC STANDARD & POORS 500 PEER GROUP
------------------------ -------------------- ----------
<S> <C> <C> <C>
'4/1/97' 100.00 100.00 100.00
'1/31/98' 133.76 131.44 138.82
'1/31/99' 58.45 173.85 85.56
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
1997 1998 1999 2000
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Getty Petroleum Marketing Inc. $100.00 $133.76 $ 58.45 $ 51.95
- -------------------------------------------------------------------------------------------------------
Standard & Poor's 500 $100.00 $131.44 $173.85 $190.50
- -------------------------------------------------------------------------------------------------------
Peer Group $100.00 $138.82 $ 86.08 $ 58.67
- -------------------------------------------------------------------------------------------------------
</TABLE>
Assumes $100 invested at the open of trading on 4/1/97 in Getty Common Stock,
Standard & Poor's 500, and Peer Group. Getty Common Stock commenced trading on
the New York Stock Exchange on 4/1/97.
*Cumulative total return assumes reinvestment of dividends.
We have chosen as our Peer Group the following companies: Crown Central
Petroleum Corp., Dairy Mart Convenience Stores, Inc., FFP Marketing Inc. and the
Uni-Marts, Inc. We have chosen these companies as our Peer Group because a
substantial segment of each of their businesses is petroleum marketing and
distribution.
Uni-Marts, Inc. was added to the Peer Group in 1999. Getty owns 487,000
shares of Uni-Marts common stock, which we believe is approximately 7% of the
total number of Uni-Marts common shares outstanding.
The Stock Performance Graph should not be deemed incorporated by reference
by any general statement incorporating by reference this Proxy Statement 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's 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.
14
<PAGE> 17
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Pursuant to the direction of the Board of Directors, on March 22, 2000, 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 January 31, 2001 and to perform 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 in order to ratify the appointment of the independent
auditors.
Representatives of the firm of PricewaterhouseCoopers L.L.P., Getty's
principal auditors for the most recently completed fiscal year, 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 January 31, 2001.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Pursuant to Section 16(a) of the Securities Exchange Act and the rules
issued thereunder, Getty's executive officers and directors are required to file
with the Securities and Exchange Commission and the New York Stock Exchange
reports of ownership and changes in ownership of Getty Common Stock. Copies of
these reports are required to be furnished to us. Based on our review of Forms 3
and 4 received by us during fiscal 2000 and of Forms 5 received by us with
respect to fiscal 2000, we believe that during fiscal 2000 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 these 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.
May 1, 2000 By Order of the Board of Directors,
SAMUEL M. JONES
Samuel M. Jones
Vice President, General Counsel
and Corporate Secretary
15
<PAGE> 18
APPENDIX A
GETTY PETROLEUM MARKETING INC.
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 auditor's 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
16
<PAGE> 19
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 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, and the matters required to be discussed by SAS No. 61.
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 at which those activities are presented.
17
<PAGE> 20
-----------------------------------------
WHEN PROXY IS OKAYED PLEASE SIGN &
DATE IT ABOVE
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
GETTY PETROLEUM MARKETING INC.
JUNE 15, 2000
-PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED-
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE
<S> <C> <C> <C>
FOR
all nominees
listed at right WITHHOLD AUTHORITY
(except as marked TO VOTE FOR ALL NOMINEES
to the contrary below) LISTED AT RIGHT
1. ELECTION OF FOR AGAINST ABSTAIN
DIRECTORS [ ] [ ] NOMINEES: M. CHANIN 2. The ratification of the appointment of [ ] [ ] [ ]
R. HALL PricewaterhouseCoopers L.L.P. as indepen-
To Whithhold authority to vote for L. LIEBOWITZ dent auditors for the Company for the fiscal
any individual nominee(s), write that R. MONTAG year ended January 31, 2001.
nominee(s) name on the lines below. H. SAFENOWITZ
H. SILVERMAN 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 January 31, 2000.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED "FOR" ITEMS 1 AND 2.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
SIGNATURE_____________________ DATE______________ SIGNATURE_____________________ DATE______________
NOTE: Please sign exactly as the 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 authorized officer. If a partnership, please
sign in partnership name by authorized person.
</TABLE>
<PAGE> 21
- -------------------------------------------------------------------------------
GETTY PETROLEUM MARKETING INC.
125 JERICHO TPKE., JERICHO, N.Y. 11753
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Getty Petroleum Marketing Inc. hereby
constitutes and appoints LEO LIEBOWITZ and SAMUEL M. JONES, and each of them,
the true and lawful attorneys, agents and proxies of the undersigned, each with
full power of substitution, to vote at the meeting, (or if only one shall be
present and acting at the meeting then that one,) all of the shares of stock of
the corporation that the undersigned would be entitled, if personally present,
to vote at the annual meeting of stockholders of the corporation to be held at
270 Park Avenue, 11th Floor, New York, New York, on June 15, 2000 and at any
adjournments thereof.
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
- -------------------------------------------------------------------------------
