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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
GETTY REALTY 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)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1913 (02-02)
[GETTY REALTY CORP. LOGO]
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 19, 2005
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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., a Maryland corporation, will be held at 270 Park Avenue, 11th
Floor, New York, New York, on May 19, 2005 at 3:30 p.m., for the following
purposes:
(1) To elect a Board of five directors to hold office for the ensuing year
and until the election and qualification of their respective
successors.
(2) To ratify the appointment of PricewaterhouseCoopers LLP as our
independent registered public accounting firm for the fiscal year
ending December 31, 2005.
(3) To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
The transfer books will not be closed, but only stockholders of record at
the close of business on March 28, 2005 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 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 submit a new proxy card with a later date or vote in
person at the meeting should you so desire.
By Order of the Board of Directors,
/s/ Andrew M. Smith
ANDREW M. SMITH
President and Secretary
Jericho, New York
April 11, 2005
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NOTE--IF YOU DO NOT PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN, DATE AND
PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED PREPAID ENVELOPE WHICH
REQUIRES NO ADDITIONAL POSTAGE.
GETTY REALTY CORP.
125 JERICHO TURNPIKE, SUITE 103, JERICHO, NEW YORK 11753
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PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
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This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Directors of Getty Realty Corp.
(hereinafter called the "Company" or "Getty"), to be voted at the Annual Meeting
of Stockholders to be held at 270 Park Avenue, 11th Floor, New York, New York,
on May 19, 2005 at 3:30 p.m., and at any adjournments or postponements 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.
At the close of business on the March 28, 2005 record date for securities
entitled to vote at the meeting, 24,712,861 shares of Getty common stock were
outstanding. Each outstanding common share is entitled to one vote. The common
shares vote as a single class. In order to constitute a quorum at the meeting,
there must be present, or voting by proxy, holders of a majority of the
outstanding common shares. With respect to the proposals regarding the election
of directors and ratification of our independent registered public accounting
firm, abstentions and broker non-votes will not be treated as votes cast and,
therefore, will not affect the outcome of any such matter, although they will be
considered present for the purpose of determining the presence of a quorum.
This Proxy Statement and form of proxy will first be sent to stockholders
on or about April 13, 2005.
DEADLINES FOR SUBMITTING STOCKHOLDER PROPOSALS FOR THE 2006 ANNUAL MEETING
Stockholder proposals to be considered for inclusion in next year's proxy
statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended, must be received by December 14, 2005. Any stockholder proposal or
director nomination to be presented at our 2006 annual meeting that is not
intended to be included in our proxy statement will be considered "untimely" if
we receive it before February 18, 2006 or after March 20, 2006. Such proposals
and nominations also must be made in accordance with our Bylaws. An untimely
proposal may be excluded from consideration at our 2006 annual meeting.
1
ELECTION OF DIRECTORS
Five directors are to be elected at the meeting for a term of one year or
until their respective successors are elected and qualified. If a quorum is
achieved at the meeting, directors who receive a plurality of the votes cast
will be elected to serve for a term of one year.
You may use the enclosed proxy to cast your votes for the election of the
nominees named in the table below. In the event that any of the nominees should
become unable or unwilling to serve as a director, we intend to vote your proxy
for the election of the person, if any, that is designated by the Board of
Directors. The persons nominated for election as directors are as follows:
NAME--AGE
SERVED AS DIRECTOR SINCE OFFICES HELD IN GETTY AND/OR PRINCIPAL OCCUPATION FOR PAST FIVE YEARS
--------------------------------------------------------------------------------------------------------
Milton Cooper--76 Chairman of the Board of Kimco Realty Corporation, a real estate
May 1971 investment trust, since November 1991; Director of Blue Ridge Real
Estate/Big Boulder Corporation, a real estate management and land
development Firm since 1983. Neither company is affiliated with
Getty.
Philip E. Coviello--62 Partner of Latham & Watkins LLP, an international law firm, for
June 1996 eighteen years, until his retirement from the firm as of December 31,
2003. Latham & Watkins LLP has performed legal services for the
Company for many years.
Leo Liebowitz--77 Chief Executive Officer of Getty since 1985. Served as President of
May 1971 Getty from May 1971 until May 2004. Served as Chairman, Chief
Executive Officer and a director of Getty Petroleum Marketing Inc.
("Marketing"), from October 1996 until December 2000. Serves as a
director of the Regional Banking Advisory Board of J. P. Morgan Chase
& Co.
Howard Safenowitz--46 President, Safenowitz Family Corp. since June 1997. Served as the
December 1998 Senior Vice President, Business Affairs of Buena Vista Motion
Pictures from March 2001 until April 25, 2003, and as Vice President,
Business Affairs of Walt Disney Pictures and Television from January
1996 until March 2001, neither of which companies is an affiliate of
Getty. Served as a director of Marketing from December 1998 until
December 11, 2000.
Warren G. Wintrub--71 Retired Partner, former member of the Executive Committee and former
June 1993 Chairman of the Retirement Committee of Coopers & Lybrand, an
international professional services organization, from October 1984
until his retirement in December 1992. Director of Chromcraft
Revington, Inc., Carey Institutional Properties, Inc., Corporate
Property Associates 14 Inc. and Corporate Property Associates 16
Global Inc., none of which is an affiliate of Getty.
2
BENEFICIAL OWNERSHIP OF CAPITAL STOCK
The following table sets forth the beneficial ownership of Getty common
stock as of March 28, 2005, of (i) each person who is a beneficial owner of more
than 5% of the outstanding shares of Getty common stock, (ii) each director,
(iii) the Named Executive Officers (as defined below), and (iv) all directors
and executive officers as a group. The number of shares column includes shares
as to which voting power and/or investment power may be acquired within 60 days
(such as upon exercise of outstanding stock options) because such shares are
deemed to be beneficially owned under the rules of the Securities and Exchange
Commission.
SHARES OF COMMON STOCK APPROXIMATE
BENEFICIALLY OWNED PERCENT OF CLASS(1)
------------------------------------------------------------------------------------------------------
Milton Cooper 1,362,811(2) 5.5%
Director
c/o Kimco Realty Corporation
3333 New Hyde Park Road
New York, NY 11042
Philip E. Coviello 69,734(3) *
Director
Leo Liebowitz 3,015,344(4) 12.2%
Director and Chief Executive Officer
c/o Getty Realty Corp.
125 Jericho Turnpike
Suite 103
Jericho, NY 11753
Howard Safenowitz 849,690(5)(6) 3.4%
Director
c/o Getty Realty Corp.
125 Jericho Turnpike
Suite 103
Jericho, NY 11753
Warren Wintrub 42,434 *
Director
Andrew M. Smith 1,706(7) *
President and Secretary
Kevin C. Shea 11,753(8) *
Executive Vice President
Thomas Stirnweis 4,591 *
Vice President, Treasurer
and Chief Financial Officer
Safenowitz Family Corp. 1,837,894(6) 7.4%
c/o Howard Safenowitz, President
c/o Getty Realty Corp.
125 Jericho Turnpike
Suite 103
Jericho, NY 11753
Directors and executive officers as a group (8 persons) 7,195,957(9) 29.1%
-------------------------
* Total shares beneficially owned constitute less than one percent of the
outstanding shares.
(1) The percentage is determined for each stockholder listed by dividing (A) the
number of shares shown for such stockholder, by (B) the aggregate number of
shares outstanding plus shares that may be acquired by such stockholder
within 60 days.
3
(2) Includes 10,311 shares held in a partnership of which Mr. Cooper is a
partner, 65,537 shares held by his wife as to which he disclaims beneficial
ownership, 2,421 shares held in a qualified pension plan for the benefit of
Mr. Cooper, 179,607 shares held by a charitable foundation, 21,192 shares
held in the Getty Realty Corp. Retirement and Profit Sharing Plan, 4,887
shares held by a retirement fund of which Mr. Cooper is a beneficiary, and
134,052 shares held by CLS General Partnership Corp. Also includes 16,651
shares held by Mr. Cooper's children and grandchildren, as to which he
disclaims beneficial ownership.
(3) Includes options covering 40,078 shares that are presently exercisable or
will become exercisable within 60 days.
(4) Includes 303,623 shares held by Mr. Liebowitz' wife as to which he disclaims
beneficial ownership, 40,724 shares held by a charitable foundation, 20,000
shares held by Liebowitz Family LLC as to which he disclaims beneficial
ownership, 49,314 shares held in the Getty Realty Corp. Retirement and
Profit Sharing Plan, and 310,957 shares held by CLS General Partnership
Corp. Also includes 255,102 shares held by his children, as to which he
disclaims beneficial ownership.
(5) Includes 26,779 shares held as custodian for three minor children, 89,303
shares held by The Marilyn Safenowitz Irrevocable Trust u/a/d 12/13/94 (of
which Mr. Safenowitz is a co-trustee and as to which he disclaims beneficial
ownership), 515,000 shares held by The Safenowitz Family Partnership, LP (as
to which 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 his wife (as to which he
disclaims beneficial ownership) and 12,443 shares held by The Marilyn
Safenowitz Irrevocable Trust u/a/d 4/13/00 (of which he is trustee and as to
which he disclaims beneficial ownership). Excludes 1,837,894 shares held by
Safenowitz Partners, LP (as to which 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).
(6) Safenowitz Family Corp. is the general partner of Safenowitz Partners, LP,
which is separate and distinct from The Safenowitz Family Partnership, LP
referred to in Note 5 above. The shares held by Safenowitz Partners, LP are
not included in the total number of shares (or percentage of class)
attributable to Howard Safenowitz as set forth in the table above and
further described in Note 5. Mr. Safenowitz is the president of Safenowitz
Family Corp. and disclaims beneficial ownership of the shares held by
Safenowitz Partners, LP except to the extent of his pecuniary interest
therein.
(7) Includes 1,686 shares held in the Getty Realty Corp. Retirement and Profit
Sharing Plan. Also includes 20 shares held by his stepchildren, as to which
he disclaims beneficial ownership.
(8) Includes 156 shares held in the Getty Realty Corp. Retirement and Profit
Sharing Plan.
(9) Includes 1,837,894 shares held by Safenowitz Partners, LP (as to which
Howard 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).
4
DIRECTORS' MEETINGS, COMMITTEES AND EXECUTIVE OFFICERS
DIRECTORS' MEETINGS
During the year ended December 31, 2004, the Board of Directors held four
regular meetings and two telephonic special meetings. Each of the directors
attended all of the meetings of the Board of Directors, and of the Committees of
the Board on which the director served, except that Mr. Wintrub did not attend
one of the telephonic special meetings of the Board of Directors. Each of the
directors attended the annual stockholder meeting in May 2004 and all plan to
attend this year's stockholder meeting to be held on May 19, 2005.
INDEPENDENCE OF DIRECTORS
The Board of Directors has determined that Messrs. Cooper, Coviello,
Safenowitz and Wintrub are "independent" as defined in the listing standards of
the New York Stock Exchange (the "NYSE"). In making these determinations, the
Board of Directors considered all relevant facts and circumstances, including
the "independence" standards set forth in Section 303A.02 of the rules of the
New York Stock Exchange. In doing so, the Board of Directors affirmatively
determined that none of the directors or any of their family members, other than
Mr. Leo Liebowitz (who is the Chief Executive Officer of Getty), has had any
material relationship with Getty (either directly or as a partner, shareholder
or officer of an organization that has a relationship with the Company), other
than as a shareholder and director of Getty, within the last three years.
Accordingly, the Board of Directors has affirmatively determined that each of
the directors, other than Mr. Liebowitz, is "independent". It has been and will
continue to be the practice of the Board of Directors to meet at least twice
annually and have Mr. Liebowitz, as Chairman, chair such meetings. Additionally,
it has been and will continue to be the practice of the independent directors to
meet in executive session, without Mr. Liebowitz attending, at least twice
annually, and to have Mr. Wintrub chair such sessions.
COMMITTEES
The Board of Directors has an Audit Committee, a Nominating/Corporate
Governance Committee and a Compensation Committee, the membership and functions
of which are described below.
Audit Committee
The Audit Committee, consisting of Messrs. Coviello (Chairman), Cooper and
Wintrub, met formally four times last year. The Committee selects the firm of
independent public accountants that audits the consolidated financial statements
of Getty and its subsidiaries, discusses the scope and the results of the audit
with the accountants and discusses Getty's financial accounting and reporting
principles as well as the adoption of new accounting pronouncements. The
Committee also examines and discusses the adequacy of Getty's financial controls
with the accountants and with management. In addition to the formal meetings, at
least one Audit Committee member meets telephonically with management and
Getty's independent auditors to review the Company's annual and quarterly
reports and other reports, as appropriate, prior to their filing with the
Securities and Exchange Commission. The entire Audit Committee met with
management and Getty's independent auditors to review the Company's audited
financial statements for the fiscal year ended December 31, 2004, and
recommended to the Board of Directors that the financial statements be included
in the Company's Annual Report on Form 10-K for such fiscal year.
On February 24, 2005, Mr. Cooper advised the Nominating/Corporate
Governance Committee of his retirement from the Audit Committee and the
Nominating/Corporate Governance Committee nominated Mr. Safenowitz to serve as a
member of the Audit Committee for 2005, which was approved by the Board of
Directors.
The Board of Directors has determined that each member of the Audit
Committee is "independent" and that Mr. Coviello and Mr. Wintrub, who served on
the Audit Committee for 2004 and will continue to serve for 2005, each, is
"financially literate" as such term is defined in the listing standards of the
NYSE, and qualifies as an "audit committee financial expert" under the relevant
rules of the Securities and Exchange
5
Commission (the "SEC"), and has the requisite accounting/financial management
expertise required by the listing standards of the NYSE.
The Charter of the Audit Committee provides that members of the Audit
Committee may not be members of the audit committee of three or more other
public companies unless such other memberships have been disclosed to the Board
and the Board has determined that such simultaneous service does not impair the
ability of such member to serve effectively on the Audit Committee. Mr. Wintrub
has disclosed to the Board that he is a member of the audit committee of three
other public companies and the Board has determined that such simultaneous
service does not impair Mr. Wintrub's ability to serve effectively on Getty's
Audit Committee. Additionally, Mr. Coviello confirmed to the Board that his
retirement from Latham & Watkins LLP, his former law firm that continues to
provide legal services to the Company, was effective as of December 31, 2003,
and that no portion of his retirement benefits are derived from fees paid to the
firm by Getty.
The Audit Committee serves as the Company's Qualified Legal Compliance
Committee in accordance with SEC rules under the Sarbanes-Oxley Act.
Nominating/Corporate Governance Committee
The Nominating/Corporate Governance Committee, consisting of Messrs.
Wintrub (Chairman), Cooper, Coviello and Safenowitz, met twice last year. The
Committee recommends nominees for election to the Board and reviews the role,
composition and structure of the Board and its committees. The Committee also
recommends candidates to the Board for election as officers.
On February 24, 2005, the Nominating/Corporate Governance Committee met and
determined that Mr. Safenowitz would replace Mr. Wintrub as Chairman of the
Committee for 2005.
The Board of Directors has determined that each member of the Committee is
"independent" as such term is defined in the listing standards of the NYSE. The
Nominating/Corporate Governance Committee charter includes policies with regard
to stockholder recommendations of nominees to the Board of Directors.
Stockholders wishing to submit or recommend candidates for election to the
Board must comply with the notice requirements in our By-Laws, and must supply
information in writing regarding the candidate to Andrew M. Smith, President and
Secretary of the Company, at Getty's executive offices. This information should
include the candidate's name, biographical data and an analysis of the candidate
based on the director candidate criteria described below. The recommendation
must also include all information relating to the proposed director nominee that
would be required to be disclosed in a solicitation of proxies for election of
directors in an election contest under applicable securities law. Please refer
to our By-Laws for more specific information. Additional information regarding
proposed nominees may be requested by the Committee.
Each nominee must possess fundamental qualities of intelligence, honesty,
good judgment, and high standards of ethics, integrity, fairness and
responsibility. The Committee also will consider the following criteria, among
others the Committee deems appropriate, including the specific needs of the
Board at the time:
- experience in corporate management, such as serving as an officer or
former officer of a publicly held company, and a general understanding of
marketing, finance and other elements relevant to the success of a
publicly-traded company in today's business environment;
- the director's past attendance at meetings and participation in and
contributions to the activities of the Board (if applicable);
- experience in our industry and with relevant social policy concerns;
- understanding of our business on a technical level;
- educational and professional background;
- experience as a board member of another publicly held company;
6
- practical and mature business judgment, including ability to make
independent analytical inquiries;
- "independence," as defined by the New York Stock Exchange listing
standards;
- financial literacy;
- standing in the community; and
- ability to foster a diversity of backgrounds and views and to complement
the Board's existing strengths.
On the basis of the information gathered in this process, the Committee
will determine which nominees to recommend to the Board. Recommendations
received prior to any Committee meeting where director nominees are to be
considered will be considered at that meeting. The Committee uses the same
process for evaluating all nominees, regardless of the source of the
recommendation. This process includes, among other things, personal interviews,
discussions with professional references, background checks, credit checks and
resume verification.
The Committee has never received any recommendation for a director nominee
from any stockholder owning more than 5% of the common stock of Getty for more
than one fiscal year.
Compensation Committee
The Compensation Committee, which met twice last year, consists of Messrs.
Wintrub (Chairman), Cooper and Safenowitz. The Compensation Committee
administers Getty's supplemental retirement plan, the stock option plan, and the
Getty Realty Corp. 2004 Omnibus Incentive Compensation Plan (which is the equity
compensation plan approved by the stockholders at the Annual Meeting in May
2004), and reviews the compensation of the directors and officers of Getty.
The Board of Directors has determined that each member of the Committee is
"independent" as such term is defined in the listing standards of the NYSE.
WEBSITE ACCESS TO CHARTERS
The charters for each of the Committees, the Corporate Governance
Guidelines, and our Business Conduct Guidelines (which serves as our "code of
ethics" under the Sarbanes-Oxley Act of 2002 and our "code of business conduct
and ethics" under the NYSE rules), may be accessed through the Getty website at
www.gettyrealty.com by clicking on "Corporate Governance". Additionally, copies
may be requested in writing by submitting the request to Andrew M. Smith,
President and Secretary, at the address for Getty's executive offices provided
in this Proxy Statement.
CONTACTING THE BOARD OF DIRECTORS
Stockholders who wish to communicate with the Board of Directors may do so
by sending written communications to the Board of Directors at the following
address: Board of Directors, Getty Realty Corp., 125 Jericho Turnpike, Suite
103, Jericho, New York 11753. Stockholders who wish to direct communications to
only the independent directors of Getty (or Mr. Wintrub only) may do so by
sending written communications to the following address: Independent Directors
(or Mr. Wintrub only), Getty Realty Corp., 125 Jericho Turnpike, Suite 103,
Jericho, New York 11753. Concerns relating to accounting, internal controls or
auditing matters are handled in accordance with procedures established by the
Audit Committee with respect to such matters.
DIRECTORS' COMPENSATION
Directors receive annual retainer fees of $20,000, except that the Chairman
of the Audit Committee receives an annual retainer fee of $22,000. Directors
also receive 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 Audit Committee
meeting, except for telephonic meetings for which he receives $750. Directors
who are employees of Getty do not receive retainers or board meeting fees.
7
Messrs. Coviello, Safenowitz and Wintrub have received options under Getty's
stock option plan and will be eligible to receive awards under the 2004 Plan.
Presently, Mr. Coviello has options covering 26,328 shares that are presently
exercisable at $24.0625 per share; options covering 5,000 shares that are
presently exercisable at $14.50 per share; options covering 5,250 shares that
are presently exercisable at $16.15 per share; and options covering 3,500 shares
that are presently exercisable at $18.30 per share. None of Mr. Wintrub's
options are presently exercisable or will become exercisable within 60 days; his
options cover 1,750 shares at an exercise price of $16.15 per share and 3,500
shares at an exercise price of $18.30 per share. Neither Mr. Cooper nor Mr.
Liebowitz have been granted any stock options. However, they are eligible to
receive awards under the 2004 Plan.
EXECUTIVE OFFICERS
Other than Mr. Liebowitz, the executive officers during fiscal 2004 were
Andrew M. Smith, age 52, President and Secretary of Getty (President since May
2004 and Secretary since May 2003); Kevin C. Shea, age 45, Executive Vice
President of Getty since May 2004 (Vice President since 2001); and Thomas
Stirnweis, age 46, Vice President, Treasurer and Chief Financial Officer of
Getty since 2003 and Corporate Controller and Treasurer of Getty since 2001.
Management is not aware of any family relationships between any of its directors
or executive officers.
Mr. Smith has been with Getty since 2003. Prior to joining Getty, he was in
private law practice from 1999 to 2003. From 1997 to 1999 he served as the Vice
President of Real Estate, General Counsel and Secretary of Discovery Zone, Inc.,
an international site-based children's entertainment company with approximately
5,000 employees and 200 locations in 35 states, Puerto Rico and Canada. From
1995 to 1996, Mr. Smith was Vice President of Operations of Influence, Inc., a
medical device developer and manufacturer. From 1986 to 1994, Mr. Smith was a
partner in the real estate practice of Weil, Gotshal & Manges LLP, an
international law firm with over 600 attorneys.
Mr. Shea has been with Getty since 1984. Prior to 2001, he was Director of
National Real Estate Development for the Company.
Mr. Stirnweis joined Getty in January 2001 as Corporate Controller and
Treasurer. Prior to joining Getty, he was Manager of Financial Reporting and
Analysis of Getty Petroleum Marketing Inc., where he provided services to Getty
under a services agreement since the spin-off of Marketing in March 1997. Prior
thereto, he held the same position at the Company since November 1988.
8
COMPENSATION
EXECUTIVE COMPENSATION
The following tables provide information regarding executive compensation.
SUMMARY COMPENSATION TABLE
The following table sets forth information about the compensation of the
Chief Executive Officer and each of the other Executive Officers of Getty (the
"Named Executive Officers") for services in all capacities to Getty and its
subsidiaries during the periods indicated.
LONG TERM COMPENSATION
ANNUAL COMPENSATION RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION AWARDS OPTIONS COMPENSATION
POSITION YEAR ($) ($) ($)(1) ($)(2) (#) ($)(3)
---------------------------------------------------------------------------------------------------------------
Leo Liebowitz 2004 351,264 -0- 3,500 -0- -0- 56,747(4)
Director and Chief 2003 350,870 -0- 3,500 -0- -0- 55,634(4)
Executive Officer 2002 341,033 -0- 3,500 -0- -0- 63,125(4)
Andrew M. Smith 2004 214,615 -0- -0- 101,062(5) -0- 29,397
President and Secretary 2003(7) 80,000 35,000 -0- 71,670(6) -0- 9,171
Kevin C. Shea 2004 187,344 -0- 67,375(5) -0- 27,570
Executive Vice President 2003 120,808 60,000 -0- 47,780(6) -0- 19,969
2002 117,290 60,000 -0- -0- 10,000 19,654
Thomas Stirnweis 2004 182,985 -0- -0- 67,375(5) -0- 27,029
Vice President, 2003 132,464 50,000 -0- 47,780(6) -0- 20,542
Treasurer and Chief 2002 128,605 50,000 -0- -0- 10,000 20,657
Financial Officer
-------------------------
(1) Mr. Liebowitz receives an annual pension from a subsidiary's defined benefit
retirement plan. 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) At December 31, 2004, awards covering 10,800 restricted stock units were
outstanding, with an aggregate value of $310,284 calculated based on the
closing price of our common stock on December 31, 2004.
(3) All Other Compensation includes Company profit sharing contributions to the
defined contribution Getty Realty Corp. Retirement and Profit Sharing Plan,
including matching contributions under the 401(k) provisions, Getty
contributions to the Getty Realty Corp. Supplemental Retirement Plan for
Executives and life insurance premiums as set forth in the following table:
PROFIT COMPANY SUPPLEMENTAL
SHARING MATCH UNDER RETIREMENT LIFE
NAME YEAR CONTRIBUTION 401(K) PROVISIONS PLAN INSURANCE(A)
------------------------------------------------------------------------------------------------------------
Leo Liebowitz 2004 $3,221 $ -0- $33,004 $20,522
Andrew M. Smith 2004 3,221 6,150 16,052 3,974
Kevin C. Shea 2004 3,221 5,606 15,596 3,146
Thomas Stirnweis 2004 3,221 5,479 15,265 3,064
(a) All life insurance policy premiums relate to term life insurance
policies.
(4) Mr. Liebowitz pays the Company for 75% of the $75,626 fixed annual premium
for a 10-year universal life insurance policy owned by Mr. Liebowitz. The
amount shown is net of the amount of the reimbursement.
(5) Granted March 1, 2005, as a part of compensation for 2004. Aggregate awards
cover 8,750 restricted stock units, of which 5,000 restricted stock units
vest ratably over 5 years from the date of grant, and 3,750 restricted stock
units granted to Mr. Smith vest 5 years from the date of the grant. No
vesting has
9
occurred to date. Dividend equivalents, equal to the amount of the dividend
per share of common stock of Getty, will be paid on restricted stock units
as if fully vested, on the same date(s) as dividends are paid to holders of
Getty common stock.
(6) Granted June 1, 2004, as a part of compensation for 2003. Aggregate awards
cover 7,000 restricted stock units, of which 4,000 restricted stock units
vest ratably over 5 years from the date of grant, and 3,000 restricted stock
units granted to Mr. Smith vest 5 years from the date of the grant. No
vesting has occurred to date. Dividend equivalents, equal to the amount of
the dividend per share of common stock of Getty, will be paid on restricted
stock units as if fully vested, on the same date(s) as dividends are paid to
holders of Getty common stock.
(7) Mr. Smith became an employee of the Company on May 6, 2003.
OTHER EXECUTIVE COMPENSATION
In December 1994, Getty entered into agreements with certain key employees
that, as amended, require Getty, under certain circumstances, to pay at least a
minimum guaranteed annual compensation to such employee as long as he or she
remains a Getty employee. The agreements also require Getty, in the event of a
change of control and termination of employment by Getty without cause, or if
the employee is assigned to materially less favorable job responsibilities, to
make payments to such individual at an annual rate of not less than the minimum
guaranteed annual compensation, reduced by the amount of compensation the
individual receives from any other employer during the covered period. Mr.
Stirnweis currently is the only employee covered by these arrangements, and his
agreement has a 12-month benefit period.
Pursuant to a long-standing arrangement, upon 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 $3,500 from a subsidiary's
defined benefit retirement plan which was terminated effective October 1, 1985.
He will continue to receive this amount during his employment with, and
following his retirement from, the Company.
STOCK OPTIONS
No stock options were granted by Getty during the fiscal year ended
December 31, 2004.
The following table provides information as to options exercised by each of
the Named Executive Officers of Getty during the fiscal year ended December 31,
2004 and the value of options held by such officers at year end measured in
terms of the closing price of Getty Common Stock on December 31, 2004.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS OPTIONS
AT YEAR END(#) AT YEAR END($)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
-------------------------------------------------------------------------------------------------------------------
Leo Liebowitz -0- -0- -0- -0-
Andrew M. Smith -0- -0- -0- -0-
Kevin C. Shea 13,500 153,400 0/7,500 0/83,600
Thomas Stirnweis 5,000 53,275 0/7,500 0/83,600
10
STOCK OPTION PLAN
Our 1998 Stock Option Plan, as amended, that has been approved by our
stockholders (the "Stock Option Plan"), authorizes the grant of long-term
incentive share awards in the form of options ("Options") to purchase shares of
Getty common stock to directors, officers and other key employees of Getty and
its subsidiaries. The Stock Option Plan is administered by the Compensation
Committee. The maximum number of shares which may be the subject of outstanding
Options under the Stock Option Plan is 1,100,000, subject to adjustments for
stock dividends and stock splits. The maximum number of shares which may be
subject to Options granted under the Stock Option Plan to any individual in any
fiscal year shall not exceed 250,000. As of December 31, 2004, 110,549 shares of
Getty common stock were issuable upon the exercise of Options outstanding under
the Stock Option Plan. No grants may be made under the Stock Option Plan after
January 30, 2008. The number of remaining shares available for grant under the
Stock Option Plan was 663,073 as of March 1, 2005.
The recipients, terms (including price and exercise period) and type of
Option to be granted under the Stock Option Plan are determined by the
Compensation Committee; however, the Option price per share under the Stock
Option Plan generally must be at least equal to the fair market value of a share
of Getty common stock (110% of that amount in the case of Incentive Stock
Options granted to any individual who owns stock representing more than 10% of
the voting power of Getty common stock) on the date the Option is granted.
Historically, the exercise price of the options granted by the Company has been
the same as the market price at closing on the date of the grant. Subject to
certain limitations, Options granted under the Stock Option Plan may be either
Incentive Stock Options (within the meaning of Section 422(b) of the Internal
Revenue Code of 1986, as amended (the "Code")) or Non-Qualified Stock Options.
With certain limited exceptions, Options may not be exercised for a period of
twelve months following the grant of the Option and are exercisable in
installments as specified in the Stock Option Plan or the terms of each Option.
The exercise period of an Option may not extend more than 10 years beyond its
grant date.
2004 INCENTIVE COMPENSATION PLAN
At the Annual Meeting in May 2004, the stockholders approved the Getty
Realty Corp. 2004 Omnibus Incentive Compensation Plan (the "2004 Plan") for
officers and other valued employees of the Company and its subsidiaries and
members of the Board.
The 2004 Plan provides for the grant of restricted stock, restricted stock
units, cash, stock or other performance awards, dividend equivalents, deferred
stock awards, stock payments and stock awards to eligible individuals. The 2004
Plan does not provide for the grant of stock options. In this regard, the Stock
Option Plan will continue to remain in effect. The 2004 Plan also permits a
grant to each employee of 10 shares of common stock on or about December 31st of
each year (which, in the case of 2004, were granted to each full-time employee),
as well as a grant to each employee, on each fifth anniversary of his or her
employment, of 10 shares of common stock for each five years of employment.
The 2004 Plan is administered by the Compensation Committee, which has the
power to determine eligibility, the types and sizes of awards, the price and
timing of awards, terms of vesting, the acceleration or waiver of any vesting
restriction and the timing and manner of settling vested awards.
An aggregate of 1,000,000 shares of common stock are available for grant
pursuant to the 2004 Plan, subject to adjustments for stock dividends and stock
splits. These shares will be authorized but unissued shares. The aggregate
maximum number of shares of common stock that may be subject to awards granted
under the 2004 Plan to all participants during any calendar year is 80,000.
The Compensation Committee may terminate, amend, or modify the 2004 Plan at
any time; provided, however, that stockholder approval must be obtained for any
amendment to the extent required in order to comply with any applicable law,
regulation or stock exchange rule, or to increase the maximum number of shares
which may be issued, in any year or in aggregate, under the 2004 Plan.
In no event may an award be granted pursuant to the 2004 Plan on or after
the tenth anniversary of the last date on which Getty's stockholders approve the
2004 Plan.
11
Getty will generally record compensation expense with respect to the grant
of awards under the 2004 Plan using the fair value method of accounting. Under
generally accepted accounting principles, Getty will record compensation expense
for a restricted stock award equal to the excess of the fair market value of the
award determined as of the date of the grant over the amount (if any) the
participant pays for the stock, and will recognize this amount as compensation
expense ratably over any applicable service vesting period. Awards of restricted
stock units will be treated similarly. Awards subject to performance vesting
conditions will result in similar compensation expense measured at the grant
date, which may be adjusted periodically as vesting becomes more or less likely,
and amounts recognized as compensation expense in any period in which vesting
occurs. Getty will charge retained earnings in the amount of any payment of
dividend equivalents granted under the 2004 Plan.
The following chart presents information regarding Getty's equity
compensation plans:
EQUITY COMPENSATION PLAN INFORMATION
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
NUMBER OF SECURITIES TO BE WEIGHTED-AVERAGE EXERCISE FUTURE ISSUANCE UNDER
ISSUED UPON EXERCISE OF PRICE OF OUTSTANDING EQUITY COMPENSATION PLANS
OUTSTANDING OPTIONS, OPTIONS, WARRANTS AND (EXCLUDING SECURITIES
WARRANTS AND RIGHTS RIGHTS REFLECTED IN COLUMN(A))
PLAN CATEGORY (A) (B) (C)
----------------------------------------------------------------------------------------------------------------------
Equity Compensation Plans
approved by stockholders
-the Stock Option Plan 110,549 $18.64 663,073
-the 2004 Plan 23,350* $ 0.00 976,650
Equity Compensation Plans not
approved by stockholders None N/A N/A
------- ---------
Total 133,899 1,639,723
======= =========
-------------------------
* inclusive of grant effective as of March 1, 2005
RETIREMENT PLANS
Getty has a retirement and 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
profit sharing contribution is determined by the Board of Directors. For the
401(k) portion of the Retirement Plan, the Board of Directors has elected to
contribute to the Retirement Plan for each participating employee an amount
equal to 50% of the employee's contribution to the Retirement Plan, but in no
event more than 3% of the employee's compensation.
Getty also has a supplemental retirement plan for executives (the
"Supplemental Plan"). Under the Supplemental Plan, which is not qualified for
purposes of Section 401(a) of the Code, a participating executive may receive in
his trust account an amount equal to 10% of his compensation, reduced by the
amount of any contributions allocated to the executive under the Retirement
Plan. The amounts paid to the trustee under the Supplemental Plan may be used to
satisfy claims of general creditors in the event of Getty's or any of its
subsidiaries' bankruptcy. The trustee may not cause the Supplemental Plan to be
other than "unfunded" for purposes of the Employee Retirement Income Security
Act of 1974, as amended. An executive's account vests in the same manner as
under the Retirement Plan and is paid upon termination of employment. Under the
Supplemental Plan, during any fiscal year the Board of Directors may elect not
to make any payment to the account of any or all executives.
12
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee for fiscal year 2004 were Messrs.
Cooper, Safenowitz and Wintrub. Mr. Liebowitz served as a member of the
Compensation Committee until February 19, 2004. Mr. Liebowitz is Getty's CEO,
and served as Getty's President until May 20, 2004.
13
REPORT OF THE COMPENSATION COMMITTEE
To Our Stockholders:
This report addresses our policies with respect to the compensation of the
Chief Executive Officer and the other executive officers during fiscal 2004. The
Compensation 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 Plan, the Stock Option Plan, and
the 2004 Plan, and for determining amounts payable under these plans.
Compensation of Getty's executive officers (with the exception of the Chief
Executive Officer) is reviewed by the Chief Executive Officer with the
Compensation Committee and is discussed, reviewed and approved by the full Board
of Directors. The compensation of the Chief Executive Officer is discussed,
reviewed and approved by the Compensation Committee.
CHIEF EXECUTIVE OFFICER AND OTHER EXECUTIVE OFFICER COMPENSATION
The members of this Committee believe that Getty's success is attributable
in large part to the talent and dedication of its employees and, in particular,
to the management and leadership efforts of its executive officers. Accordingly,
the Compensation Committee is committed to developing and maintaining
compensation policies, plans and programs which are intended to retain its
executive officers and promote the enhancement of cash flows and earnings and,
consequently, increased stockholder values, by aligning the financial interests
of Getty's executive officers with those of its stockholders.
Getty's Chief Executive Officer is the Company's largest stockholder.
Accordingly, the Committee believes that he is totally committed to promoting
the enhancement of cash flows and earnings and, consequently, increased
stockholder values, and that his financial interests are totally aligned with
those of the Company's stockholders without regard to his compensation.
Accordingly, in setting the Chief Executive Officer's compensation, the
Committee is guided by what is adequate or fair, in view of his daily
contribution to the Company's performance.
Getty relies, to a large degree, on a combination of annual compensation
and deferred compensation, including stock based grants, to retain its other
executive officers, with stock based grants being viewed as the primary means of
aligning the financial interests of Getty's executive officers with those of its
stockholders.
Getty's compensation program for executive officers (other than the Chief
Executive Officer) is designed to provide such officers with a total
compensation package that is adequate to retain those executive officers. With
its objective being to retain capable people, Getty endeavors to ensure that
each officer's total compensation is relative to his or her ability, effort and
achievement.
The Compensation Committee considers Getty's performance, each executive
officer's performance and subjective features, such as individual experience, in
determining base salaries. Cash compensation and bonuses, when paid, deferred
compensation and the number of restricted stock units and dividend equivalents
(paid with regard to such restricted stock units) granted annually, are in
amounts which the Compensation Committee, after due consideration of corporate
and individual performance, changes in job function or title and previously
awarded grants, considers appropriate to adequately compensate and motivate its
executive officers, particularly in light of Getty's focus on managing its
portfolio of retail motor fuel and convenience store properties as well as
petroleum distribution terminals while minimizing expenses.
Section 162(m) of the Internal Code denies publicly-held corporations the
federal income tax deduction for compensation in excess of $1.0 million paid to
its chief executive officer and four other most highly compensated officers
during a fiscal year unless the compensation is "performance-based". At this
time the salaries and bonuses paid to our chief executive officer and other
officers do not approach the limits imposed by the Section 162(m) limitations on
deductibility. In the event that the compensation of any officer approaches the
Section 162(m) limitations in the future, the Compensation Committee will
consider such limitations in determining such officer's total compensation.
14
EQUITY COMPENSATION
In prior years, stock options were granted by Getty, in the discretion of
the Compensation Committee, to encourage and facilitate personal stock ownership
by the directors, officers and certain other key employees and thus strengthen
their personal commitment to Getty and provide a longer-term perspective to
their managerial responsibilities. No stock options were granted in 2004.
Instead, the Compensation Committee, to better link the officers' and employees'
interests with those of the stockholders of Getty, pursuant to the 2004 Plan,
granted equity based awards consisting of restricted stock units and dividend
equivalents (paid with regard to such restricted stock units) that were
consistent with the grants made in 2003 and are intended to align the financial
interests of Getty's officers and employees with those of its stockholders.
The report of the Compensation Committee should not be deemed incorporated
by reference by any general statement incorporating this Proxy Statement by
reference into any filing under the Securities Act of 1933, as amended, or under
the Securities Exchange Act of 1934, as amended, except to the extent that Getty
specifically incorporates this information by reference, and should not
otherwise be deemed filed under such Acts.
Compensation Committee:
Warren Wintrub (Chairman)
Milton Cooper
Howard Safenowitz
15
REPORT OF THE AUDIT COMMITTEE
To Our Stockholders:
This report addresses our compliance with rules of the SEC and the listing
standards of the NYSE designed to enhance audit committee effectiveness, to
improve public disclosure about the functioning of corporate audit committees
and to enhance the reliability and credibility of financial statements of public
companies.
INDEPENDENCE/QUALIFICATIONS
The Board of Directors has determined that each member of the Audit
Committee is "independent" and that Mr. Coviello and Mr. Wintrub, who served on
the Audit Committee for 2004 and will continue to serve for 2005, each, is
"financially literate" as such term is defined in the listing standards of the
NYSE, and meets the independence tests set forth in Section 301 of the
Sarbanes-Oxley Act of 2002 and regulations promulgated thereunder by the
Securities and Exchange commission, and qualifies as an "audit committee
financial expert" under the relevant rules of the Securities and Exchange
Commission (the "SEC"), and has the requisite accounting/financial management
expertise required by the listing standards of the NYSE.
SARBANES-OXLEY ACT COMPLIANCE
During the past year, the Audit Committee worked closely with management to
assure that the Company's internal financial controls met applicable standards
under the Sarbanes-Oxley Act and are compliant with the listing standards of the
New York Stock Exchange. The Company's internal financial controls were reviewed
and tested by PricewaterhouseCoopers LLP, our independent registered public
accounting firm, who have issued an unqualified audit report on our internal
financial controls. Their report is included with the consolidated financial
statements in our Annual Report to Shareholders. At the Audit Committee meeting
held on February 19, 2005, the Committee reviewed our internal financial
controls with management and PricewaterhouseCoopers LLP, and determined that
Getty is fully compliant with the requirements applicable to it.
FINANCIAL STATEMENTS
With regard to our audited financial statements, the Audit Committee has:
(1) reviewed and discussed the audited financial statements with
management and with PricewaterhouseCoopers LLP;
(2) discussed with PricewaterhouseCoopers LLP the matters required to
be discussed by SAS 61, as modified or supplemented;
(3) (a) received the written disclosures and the letter from
PricewaterhouseCoopers LLP required by Independence Standards Board
Standard No. 1 (Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees), as modified or supplemented, (b)
discussed with PricewaterhouseCoopers LLP their independence, and (c)
concluded that the provision of those services in conjunction with audit
services by PricewaterhouseCoopers LLP is compatible with maintaining their
independence; and
(4) based upon the review and discussions set forth in paragraphs (1)
through (3) above, recommended to Getty's Board of Directors that the
audited financial statements be included in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2004.
The Audit Committee Chairman, prior to filing with the SEC of each of the
Company's quarterly reports on Form 10-Q for the quarters ended March 31, June
30 and September 30, 2004, reviewed with the Company's management and
PricewaterhouseCoopers LLP the Company's interim financial results to be
included in such reports and the matters required to be discussed by SAS 61.
16
The report of the Audit Committee should not be deemed incorporated by
reference by any general statement incorporating this Proxy Statement by
reference into any filing under the Securities Act or under the Exchange Act,
except to the extent that Getty specifically incorporates this information by
reference, and should not otherwise be deemed filed under such Acts.
Audit Committee:
Philip Coviello (Chairman)
Milton Cooper
Warren Wintrub
17
STOCK PERFORMANCE GRAPH
COMPARATIVE FIVE-YEAR TOTAL RETURNS*
GETTY (GTY), S&P 500, AND PEER GROUP
(Performance results through 12/31/04)
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 of five years ended December 31, 2004.
[PERFORMANCE GRAPH]
---------------------------------------------------------------------------------------------------------
1999 2000 2001 2002 2003 2004
---------------------------------------------------------------------------------------------------------
Getty Realty Corp. $100.00 141.76 235.18 257.10 381.33 446.72
---------------------------------------------------------------------------------------------------------
Standard & Poor's 500 $100.00 89.86 78.14 59.88 75.68 82.49
---------------------------------------------------------------------------------------------------------
Peer Group $100.00 120.48 169.91 213.39 272.03 336.34
---------------------------------------------------------------------------------------------------------
Assumes $100 invested at the close of trading on 12/31/99 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 the special one-time earnings and profits distribution made in
August 2001.
Getty has chosen as its Peer Group the following companies: Commercial Net
Lease Realty, Inc., U.S. Restaurant Properties, Inc., Realty Income Corp. and
Hospitality Properties Trust. We have chosen these companies as our Peer Group
because a substantial segment of each of their businesses is owning and leasing
commercial properties.
The Stock Performance Graph should not be deemed incorporated by reference
by any general statement incorporating this Proxy Statement by reference into
any filing under the Securities Act of 1933, as amended, or under the Securities
Exchange Act of 1934, as amended, 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.
18
RATIFICATION OF APPOINTMENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
On February 24, 2005, the Audit Committee appointed the firm of
PricewaterhouseCoopers LLP, subject to ratification by the stockholders at the
Annual Meeting, to audit the accounts of Getty with respect to our operations
for the year ending December 31, 2005 and to perform such other services as may
be required. Should this firm of auditors be unable to perform these services
for any reason, the Audit Committee will appoint another independent registered
public accounting firm to perform these services. As long as a quorum is
present, a majority of votes cast at the meeting is necessary to ratify the
appointment of the independent registered public accounting firm.
The fees paid to PricewaterhouseCoopers LLP, our independent registered
public accounting firm, during 2003 and 2004 were as follows:
2003 2004
-----------------------
(a) Audit Fees(1) $120,000 $310,000
(b) Audit-Related Fees (assurance and related services
reasonably related to audit or review of financial
statements not reported under (a))(2) $ 10,000 $ 75,000
(c) Tax Fees (professional services for tax compliance, advice
and planning)(3) $ 99,625 $100,000
(d) All Other Fees (not reflected in (a)--(c)) $ 0 $ 0
The Audit Committee's Pre-Approval Policy provides for pre-approval of
all audit, audit-related, tax and non-audit services to be provided by
PricewaterhouseCoopers LLP. The Policy authorizes the Audit Committee to
delegate to one or more of its members, and the Audit Committee has
delegated to each of its members, authority to pre-approve non-audit
services. Each member is required to report any pre-approval decisions to
the Audit Committee at its next scheduled meeting. All (100%) of the
non-audit services performed by PricewaterhouseCoopers LLP in 2003 and 2004
were pre-approved by the Audit Committee.
-----------------------------------
(1) Includes the aggregate fees estimated or billed for professional
services rendered by PricewaterhouseCoopers LLP for the audit of
the Company's annual financial statements for the fiscal year and
the reviews of the financial statements included in the Company's
Quarterly Reports on Form 10-Q for the fiscal year. Also includes,
for 2004, $168,000 attributable to Sarbanes-Oxley Act Section 404
Internal Controls Audit.
(2) For 2003, includes fees for accounting consultations. For 2004,
includes $26,500 for accounting consultations and $48,500 for
assistance regarding management's attestation on internal controls
readiness.
(3) Primarily represents fees for federal and state tax compliance.
Also includes fees for tax consultations.
Representatives of the firm of PricewaterhouseCoopers LLP 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 LLP AS
GETTY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.
19
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to Section 16(a) of the Exchange Act and the rules issued
thereunder, Getty's officers and directors are required to file reports of
ownership and changes in ownership of Getty equity securities with the SEC and
the NYSE. Copies of these reports are required to be furnished to us. Based on
our review of the Forms 3 and 4 that we received during fiscal 2004 and of the
Forms 5 that we received with respect to fiscal 2004, Getty believes that during
fiscal 2004 all of our officers and directors complied with the Section 16(a)
requirements.
CERTIFICATIONS
On June 18, 2004, in accordance with Section 303A.12 of the Listed Company
Manual of the New York Stock Exchange, our Chief Executive Officer certified to
the New York Stock Exchange that he was not aware of any violation by our
Company of NYSE corporate governance listing standards as of that date.
On March 16, 2005, our Chief Executive Officer and Chief Financial Officer
each filed the certification required by Section 302 of the Sarbanes-Oxley Act
of 2002 as an exhibit to our Annual Report on Form 10-K for fiscal year ended
December 31, 2004.
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 or postponements 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. Record holders
may revoke their proxy by voting at the Meeting or by submitting a later-dated
proxy prior to the Meeting to the Secretary of the Company at the address on the
first page of this proxy statement. If you have selected a broker to hold your
shares rather than having them registered in your name, you must contact your
broker for instructions on revoking your proxy. Brokerage houses and other
custodians will be requested to forward solicitation material to beneficial
owners of stock that they hold of record. We will reimburse brokerage houses,
banks and custodians for their out-of-pocket expenses in forwarding proxy
material to the beneficial owners. The cost of this solicitation, which will be
effected by mail, will be borne by us.
April 11, 2005 By Order of the Board of Directors,
[/S/ ANDREW M. SMITH]
Andrew M. Smith
President and Secretary
20
[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.
MAY 19, 2005 FOR all nominees listed (except as [ ] [ ] [ ]
C marked to the contrary below)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS O
The undersigned stockholder of Getty Realty Corp. hereby M NOMINEES: M. COOPER, P COVIELLO, L. LIEBOWITZ,
constitutes and appoints LEO LIEBOWITZ and THOMAS STIRNWEIS, M H. SAFENOWITZ, W. WINTRUB
and each of them, the true and lawful attorneys, agents and O
proxies of the undersigned, each with full power of N INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
substitution, to vote at the meeting (or if only one shall NOMINEE, MARK "FOR ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME
be present and acting at the meeting then that one), all of IN THE SPACE PROVIDED BELOW.
the common 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 FOR AGAINST ABSTAIN
corporation to be held at 270 Park Avenue, 11th Floor, New 2. The ratification of the appointment
York, New York, on May 19, 2005, and at any adjournments or of PricewaterhouseCoopers LLP as [ ] [ ] [ ]
postponements thereof. independent registered public
accounting firm for the Company for the fiscal year ended
December 31, 2005.
FOR AGAINST ABSTAIN
3. In their discretion, the Proxies are
authorized to vote upon such other [ ] [ ] [ ]
business as may properly come before
the meeting or any adjournment or postponement thereof.
Receipt is acknowledged of notice and proxy statement for
the foregoing meeting and of annual report to stockholders
for the fiscal year ended December 31, 2004.
|----------------------|
Please be sure to sign and date | Date | THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
this Proxy in the box below. | | MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER OR, IF
|-----------------------------------------------------------| NO DIRECTION IS MADE, WILL BE VOTED "FOR" ITEMS 1, 2 AND 3.
| |
| |
|--Stockholder sign above----Co-holder (if any) sign above--|
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/\ DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED. /\
GETTY REALTY CORP.
125 JERICHO TPKE., SUITE 103, JERICHO, NY 11753
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Please sign exactly as your name appears hereon. When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee, or guardian, please give full title as such. If a corporation, please sign in full
corporate name by President or other duly authorized officer. If a partnership, please sign in partnership name by authorized
officer.
PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD BACK AS SOON AS POSSIBLE!
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IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE
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