<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 REALTY CORP.
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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:
- --------------------------------------------------------------------------------
(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.
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[ ] 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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<PAGE> 2
GETTY LOGO
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 15, 2000
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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
June 15, 2000 at 3:00 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 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,
/s/ Randi Young Filip
RANDI YOUNG FILIP
Corporate Secretary
Jericho, New York
May 1, 2000
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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.
<PAGE> 3
GETTY REALTY CORP.
125 JERICHO TURNPIKE, 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 June 15, 2000 at 3:00 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 April 18, 2000 record date for securities entitled to vote at the
meeting, 12,812,009 shares of Getty Common Stock and 2,884,068 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 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.
FORMATION OF THE COMPANY AND CONVERSION
OF SHARES OF OLD GETTY
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"). All of the directors and officers of
Old Getty became directors and officers of the Company. All information herein
provided for the period prior to January 30, 1998 pertains to Old Getty and
directors and officers of Getty Realty Corp. when they were directors and
officers of Old Getty.
1
<PAGE> 4
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:
<TABLE>
<CAPTION>
NAME--AGE OFFICES HELD IN GETTY AND/OR
SERVED AS DIRECTOR SINCE PRINCIPAL OCCUPATIONS FOR PAST FIVE YEARS
- -----------------------------------------------------------------------------------------------
<S> <C>
Milton Cooper--71 Chairman of the Board of Kimco Realty Corporation, a real
May 1971 estate investment trust, for more than five years. Served as
Vice President of Getty until June 1992. 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--57 Partner of Latham & Watkins, an international law firm, for
June 1996 more than five years. Latham & Watkins has performed legal
services for the Company for many years.
Leo Liebowitz--72 President and Chief Executive Officer of Getty. Chairman,
May 1971 Chief Executive Officer and Director of Getty Petroleum
Marketing Inc. ("Marketing"). Director, President and
Treasurer of CLS General Partnership Corp.
Howard Safenowitz--41 Vice President, Business Affairs of Walt Disney Pictures and
December 1998 Television, and prior thereto an attorney for Walt Disney
Company for more than five years. Director of Marketing
since December 1998.
Warren G. Wintrub--66 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., Corporate Property Associates 10 Inc.,
Corporate Property Associates 14 Inc. and Carey
Institutional Properties, Inc.
</TABLE>
2
<PAGE> 5
BENEFICIAL OWNERSHIP OF CAPITAL STOCK
The following table sets forth the beneficial ownership of Getty Common
Stock and Getty Preferred 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 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.
<TABLE>
<CAPTION>
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
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Milton Cooper 1,066,930(2) 8.22% 219,711(3) 7.62%
Director
c/o Kimco Realty Corporation
3333 New Hyde Park Road
New York, NY 11042
Philip E. Coviello 36,901(4) * -- --
Director
Leo Liebowitz 2,336,239(5) 18.01% 555,331(6) 19.26%
Director, President and
Chief Executive Officer
c/o Getty Realty Corp.
125 Jericho Turnpike
Jericho, NY 11753
Howard Safenowitz 2,349,601(7) 18.11% 369,726(8) 12.82%
Director
21767 Los Alimos Street
Chatsworth, CA 91311
Warren Wintrub 58,169(4) * -- --
Director
John J. Fitteron 106,341(4) * 880 *
Senior Vice President,
Treasurer and Chief
Financial Officer
Directors and Executive 5,954,181 45.90% 1,145,648 39.72%
Officers as a group
(6 persons)
Southeastern Asset 1,223,800(9) 9.43% -- --
Management, Inc., et al.
6410 Poplar Ave., Suite 900
Memphis, TN 38119
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
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
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Safenowitz Partners, LP 1,510,801(10) 11.65% 289,156(10) 10.03%
c/o Howard Safenowitz
President of Safenowitz
Family Corp., general
partner
21767 Los Alimos Street
Chatsworth, CA 91311
CLS General Partnership
Corp. -- -- 665,760(11) 23.08%
c/o Leo Liebowitz, President
125 Jericho Turnpike
Jericho, NY 11753
</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 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, 165,000 shares held by a charitable foundation and 12,136 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, Wintrub and Fitteron, options
covering 22,245, 32,785 and 105,561 shares, respectively, that are
presently exercisable or will become exercisable within 60 days.
(5) Includes 230,977 shares held by Mr. Liebowitz' wife as to which he
disclaims beneficial ownership, 30,724 shares held by a charitable
foundation and 31,708 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, 173,238
shares held by The Marilyn Safenowitz Irrevocable Trust (of which Mr.
Safenowitz is a co-trustee and as to which he disclaims beneficial
ownership), 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.
(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, and 37,136 shares held by The Marilyn Safenowitz
Irrevocable Trust, of which he is a co-trustee and as to which he disclaims
beneficial ownership.
(9) On February 16, 2000, we received a Schedule 13G, Amendment No. 2, dated
February 4, 2000, that was filed with the SEC in respect of ownership of an
aggregate of 1,223,800 shares of Getty Common Stock by a group comprised of
Southeastern Asset Management, Inc., Longleaf Partners Realty Fund (a
series of Longleaf Partners Funds Trust) and Mr. O. Mason Hawkins. Each of
Southeastern Asset Management, Inc. and Longleaf Partners Realty Fund
reported shared voting power and shared dispositive power with respect to
all of these shares. Mr. O. Mason Hawkins was included in the group by
virtue of his position as Chairman of the Board and Chief Executive Officer
of Southeastern Asset Management, Inc. We have not attempted to verify
independently any of the information contained in the Schedule 13G.
(10) Safenowitz Partners, LP is separate and distinct from The Safenowitz Family
Partnership, LP referred to in Note 7 above. 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 Notes 7 and 8.
(11) The shareholders of CLS General Partnership Corp. are Leo Liebowitz
(41.29%) Milton Cooper (17.80%) and The Estate of Milton Safenowitz
(40.91%).
4
<PAGE> 7
DIRECTORS' MEETINGS, COMMITTEES AND EXECUTIVE OFFICERS
During the fiscal year ended January 31, 2000, the Board of Directors held
four regular meetings and one 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, except for one director who was not present at the special
meeting.
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 once last year. Mr. Wintrub had served as Chairman until March 2000,
at which time Mr. Coviello became Chairman. 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 Getty's
internal auditors and discusses the adequacy of Getty's financial controls with
the accountants and with management.
The Nominating Committee, consisting of Messrs. Liebowitz (Chairman),
Cooper, Coviello and Safenowitz, met one time last year. Mr. Wintrub served as a
member of the committee until June 1999, at which time Messrs. Coviello and
Safenowitz became members. 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 met one time last year, consists of Messrs. Cooper (Chairman), Liebowitz,
Safenowitz and Wintrub. Mr. Coviello served as a member of the committee until
June 1999, at which time Mr. Safenowitz became a member. 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 that he receives $750 for each telephonic
meeting. Directors who are employees of Getty do not receive retainers or board
meeting fees. Messrs. Coviello, Safenowitz and Wintrub have received options
under Getty's stock option plan.
OTHER EXECUTIVE OFFICERS
The other executive officer during fiscal 2000 was John J. Fitteron, age
58, Senior Vice President and Chief Financial Officer of Getty since 1986 and
Treasurer of Getty since 1994. Management is not aware of any family
relationships between any of its directors or executive officers.
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<PAGE> 8
COMPENSATION
EXECUTIVE COMPENSATION
The following tables provide information about executive compensation.
SUMMARY COMPENSATION TABLE
The following table sets forth information about the compensation of the
Chief Executive Officer and each of the other Executive Officers of Getty (the
"Named Executive Officers") for services in all capacities to Getty and its
subsidiaries during the periods indicated.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
FISCAL YEAR OTHER ANNUAL
NAME AND PRINCIPAL ENDED SALARY BONUS COMPENSATION
POSITION JANUARY 31 ($) ($) ($)(1)
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Leo Liebowitz 2000 322,755 --
Director, 1999 313,452 100,000
President and Chief 1998 260,822 250,000
Executive Officer
John J. Fitteron 2000 236,022 259,523
Senior Vice President, 1999 229,129 140,000
Treasurer and Chief 1998 222,428 225,000
Financial Officer
<CAPTION>
LONG TERM COMPENSATION
RESTRICTED SECURITIES
STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL AWARDS OPTIONS COMPENSATION
POSITION ($) (#) ($)(2)
- ------------------------------- --------------------------------------------
<S> <C> <C> <C>
Leo Liebowitz 45,630
Director, 59,728
President and Chief 36,207
Executive Officer
John J. Fitteron 10,000 42,739
Senior Vice President, 20,000(3) 50,642
Treasurer and Chief 20,000 46,086
Financial Officer
</TABLE>
- -------------------------
(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 term life insurance premiums as set forth
in the following table.
<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 $2,474 $ -- $40,721 $2,435
1999 2,516 -- 54,808 2,404
1998 2,546 -- 31,437 2,224
John J. Fitteron 2000 2,474 4,800 30,710 4,755
1999 2,516 4,800 38,522 4,804
1998 2,546 4,750 34,346 4,444
</TABLE>
(3) Represents fiscal year 1998 stock option grant which was repriced on
December 14, 1998.
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 to make payments under certain circumstances upon a "change
of control" of Getty, and also agreed 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
Mr. Fitteron and to each covered employee our obligations under the Change of
Control Agreements including a minimum guaranteed annual compensation
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<PAGE> 9
(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 shorter period of time for the 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 Mr. Fitteron and each covered employee as long as
he or she remains a Getty employee.
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 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
---------------------------------------------------- POTENTIAL REALIZABLE
% OF TOTAL VALUE
OPTIONS AT ASSUMED ANNUAL RATES
NUMBER OF GRANTED TO OF STOCK PRICE
SECURITIES EMPLOYEES IN APPRECIATION
UNDERLYING FISCAL YEAR EXERCISE OR FOR OPTION TERM(1)
OPTIONS ENDED BASE PRICE EXPIRATION ------------------------
NAME GRANTED(#) 1-31-00 ($/SHARE) DATE 5%($) 10%($)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Leo Liebowitz -- -- -- -- -- --
John J. Fitteron 10,000 37.4% $ 11.125 12/17/09 69,964 177,304
</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
Common Stock. The actual value, if any, a Named Executive Officer 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 aggregate value of Getty Common Stock held by our
stockholders will also increase. For example, the aggregate market value of
Getty Common Stock on January 31, 2000 was approximately $171,375,000, based
upon the market price on that date. If the share price of Getty Common Stock
increases by 5% per year, the aggregate market value on January 31, 2010 of
the same number of shares would be approximately $279,152,000. If the price
of Getty Common Stock increases by 10% per year, the aggregate market value
on January 31, 2010 would be approximately $444,503,000.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
The following table provides information as to options exercised by each of
the Named Executive Officers of Getty during the fiscal year ended January 31,
2000 and the value of options held by such officers at year
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<PAGE> 10
end measured in terms of the closing price of Getty Common Stock on January 31,
2000. No options were exercised by the Named Executive Officers during the
fiscal year ended January 31, 2000.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FISCAL YEAR END(#) AT FISCAL YEAR END($)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Leo Liebowitz -- -- -- --
-- --
John J. Fitteron -- -- 105,561 --
20,000 15,625
</TABLE>
STOCK OPTION PLAN
Our 1998 Stock Option Plan, as amended (the "Stock Option Plan"), which has
been approved by 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 Board of Directors (the "Compensation Committee"). The maximum
number of shares which may be the subject of outstanding Options under the 1998
Stock Option Plan is 1,100,000, subject to adjustments for stock dividends and
stock splits. As of January 31, 2000, 373,740 shares of Getty Common Stock were
issuable upon the exercise of options then outstanding under the Stock Option
Plan (including 115,845 shares issuable upon the exercise of options granted to
certain officers, directors and key employees of Marketing who were granted
options under the Old Getty stock option plans and who retained such options
following the spin-off). 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 723,943 at April 18, 2000.
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 twelve 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.
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 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
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<PAGE> 11
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.
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 our President and Chief Executive
Officer. Mr. Cooper was a vice president of Getty until June 1992.
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 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.
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, Getty 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, Messrs. Liebowitz and Fitteron received a small increase in
base salary.
BONUSES
During the past year, a new discretionary bonus plan was adopted in light
of Getty's revised business strategy that focuses primarily on managing its
existing portfolio of gasoline service stations, terminals and related
properties, while minimizing its expenses. In light of the revised business
strategy, it was determined that it was not appropriate to pay bonuses to any
executive officer beyond the minimum required by existing agreements. We intend
to seek reimbursement of amounts paid in excess of the minimum required amounts
by an adjustment to the Services Agreement between Getty and Marketing. See
"Other Executive Compensation" and "Certain Transactions".
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 December 1999, stock options were awarded to Mr.
Fitteron and to certain key 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 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 its
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
10
<PAGE> 13
performance based are excepted from application of Section 162(m). Deductibility
will also depend upon the amount of any bonus paid, upon the market price of the
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:
Milton Cooper (Chairman)
Leo Liebowitz
Howard Safenowitz
Warren Wintrub
CERTAIN TRANSACTIONS
As a result of the Marketing spin-off, Messrs. Liebowitz and Cooper
beneficially own approximately 17% and 7.6%, respectively, of the outstanding
common stock of Marketing. Mr. Safenowitz is the President of the General
Partner of Safenowitz Partners, LP and of The Safenowitz Family Partnership, LP.
Mr. Safenowitz and members of his family, together with the two limited
partnerships, in the aggregate beneficially own approximately 17% of Marketing.
Messrs. Liebowitz and Safenowitz serve as directors of Marketing, and Mr.
Liebowitz serves as Marketing's Chairman and Chief Executive Officer.
In connection with the Marketing spin-off, Getty and Marketing 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 fifteen years
(or periods ranging from one to fifteen years with respect to approximately 400
properties leased by Getty from third parties), and generally provides Marketing
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 Marketing is 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 is responsible. We anticipate
that we will receive, during fiscal year 2001, on an annual basis, net lease
payments from Marketing aggregating approximately $56.3 million.
Getty and Marketing also entered into a Services Agreement (the "Services
Agreement"), under which we receive administrative and technical services from
Marketing and provides certain limited services to Marketing. The original
Services Agreement expired in February, 1999, and a new Services Agreement was
entered into as of March 1, 1999, and may be terminated in whole or in part by
either party upon 30 days notice. The net fees paid by Getty during the past
fiscal year to Marketing under the Services Agreement were $749,000. We
presently expect that many of the same services will be provided by Marketing
for the coming year.
In addition, Getty and Marketing entered into a Trademark License Agreement
providing for an exclusive, royalty-free license to Marketing of certain Getty
trademarks, service marks and trade names (including the name "Getty") used in
connection with Marketing's 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
Marketing will pay us certain customary signage rental and royalty fees.
Getty and Marketing 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.
11
<PAGE> 14
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 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;
(2) discussed with PricewaterhouseCoopers L.L.P., our independent auditors,
the matters required by SAS 61, as may be 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 the Company'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:
Philip Coviello (Chairman)
Milton Cooper
Warren Wintrub
12
<PAGE> 15
STOCK PERFORMANCE GRAPH
COMPARATIVE FIVE-YEAR TOTAL RETURNS*
GETTY (GTY), S&P 500, AND PEER GROUP
(Performance results through 1/31/00)
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 January 31, 2000.
GRAPH
<TABLE>
<CAPTION>
GETTY REALTY CORP. STANDARD & POOR'S 500 PEER GROUP
------------------ --------------------- ----------
<S> <C> <C> <C>
1995 100.00 100.00 100.00
1996 114.49 138.62 134.23
1997 154.64 175.47 170.14
1998 269.43 222.82 193.84
1999 181.33 294.72 176.34
2000 151.32 322.94 182.58
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
1995 1996 1997 1998 1999 2000
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Getty Realty Corp. $100.00 $114.49 $154.64 $269.43 $181.33 $151.32
- -----------------------------------------------------------------------------------------------------------
Standard & Poor's 500 $100.00 $138.62 $175.47 $222.82 $294.72 $322.94
- -----------------------------------------------------------------------------------------------------------
Peer Group $100.00 $134.23 $170.14 $193.84 $176.34 $182.58
- -----------------------------------------------------------------------------------------------------------
</TABLE>
Assumes $100 invested at the close of trading on 1/31/95 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 a special dividend relating to the Marketing spin-off.
Getty has chosen as its Peer Group the following companies: Franchise
Finance Corp. of America, U.S. Restaurant Properties, Inc., Realty Income Corp.
and FFP Partners, LP. 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.
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 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
<PAGE> 16
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Pursuant to the direction of the Board of Directors, on March 23, 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., our 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 Exchange Act and the rules issued
thereunder, Getty's executive officers and directors are required to file with
the SEC and the New York Stock Exchange reports of ownership and changes in
ownership of Getty equity securities. Copies of these reports are required to be
furnished to us. Based on our review of Forms 3 and 4 we received during fiscal
2000 and of Forms 5 we received with respect to fiscal 2000, Getty believes 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 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.
May 1, 2000 By Order of the Board of Directors,
/s/ Randi Young Filip
Randi Young Filip
Corporate Secretary
14
<PAGE> 17
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 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.
15
<PAGE> 18
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.
16
<PAGE> 19
COMMON VERSION:
- --------------
<TABLE>
<S> <C> <C> <C> <C>
[X] PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE GETTY REALTY CORP.
WITH- FOR ALL
FOR HOLD EXCEPT
[ ] [ ] [ ]
ANNUAL MEETING OF STOCKHOLDERS 1. ELECTION OF DIRECTORS.
JUNE 15, 2000 FOR all nominees listed (except 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 H. SAFENOWITZ, W. WINTRUB
Corp. hereby constitutes and appoints LEO
LIEBOWITZ and JOHN FITTERON, and each of them, the INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
true and lawful attorneys, agents and proxies of NOMINEE, MARK "FOR ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME IN THE
the undersigned, each with full power of SPACE PROVIDED BELOW.
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 FOR AGAINST ABSTAIN
entitled, if personally present, to vote at the 2. The ratification of the appointment [ ] [ ] [ ]
annual meeting of stockholders of the corporation of PricewaterhouseCoopers L.L.P.
to be held at 270 Park Avenue, 11th Floor, New as independent auditors for the
York, New York, on June 15, 2000 and at any Company for the fiscal year ending
adjournments thereof. January 31, 2001.
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
Please be sure to sign and date | Date | MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO
this Proxy in the box below. | | DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" ITEMS 1, 2
- -----------------------------------------------------------| AND 3.
|
|
|
- ---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., Jericho, NY 11753
- ------------------------------------------------------------------------------------------------------------------------------------
Please sign exactly as 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.
PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD BACK AS SOON AS POSSIBLE!
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 20
PREFERRED VERSION:
- -----------------
<TABLE>
<S> <C> <C> <C> <C>
[X] PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE GETTY REALTY CORP.
WITH- FOR ALL
FOR HOLD EXCEPT
[ ] [ ] [ ]
ANNUAL MEETING OF STOCKHOLDERS 1. ELECTION OF DIRECTORS.
JUNE 15, 2000 FOR all nominees listed (except 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 H. SAFENOWITZ, W. WINTRUB
Corp. hereby constitutes and appoints LEO
LIEBOWITZ and JOHN FITTERON, and each of them, the INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
true and lawful attorneys, agents and proxies of NOMINEE, MARK "FOR ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME IN THE
the undersigned, each with full power of SPACE PROVIDED BELOW.
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 FOR AGAINST ABSTAIN
entitled, if personally present, to vote at the 2. The ratification of the appointment [ ] [ ] [ ]
annual meeting of stockholders of the corporation of PricewaterhouseCoopers L.L.P.
to be held at 270 Park Avenue, 11th Floor, New as independent auditors for the
York, New York, on June 15, 2000 and at any Company for the fiscal year ending
adjournments thereof. January 31, 2001.
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
Please be sure to sign and date | Date | MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO
this Proxy in the box below. | | DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" ITEMS 1, 2
- -----------------------------------------------------------| AND 3.
|
|
|
- ---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., Jericho, NY 11753
- ------------------------------------------------------------------------------------------------------------------------------------
Please sign exactly as 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.
PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD BACK AS SOON AS POSSIBLE!
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
