GETTY REALTY REIT CORP (GTY)
Sector: Real Estate
2026 Annual Meeting Analysis
GETTY REALTY REIT CORP · Meeting: April 21, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors (Item No. 1 on the Proxy Card)
CEO and director since 2016 with deep REIT and capital markets expertise; Getty's 3-year price return of +17.6% outpaces the ^FNER (FTSE NAREIT All Equity REITs Index) by +3.0 percentage points, well below the 50-point underperformance threshold needed to trigger a No vote; no overboarding, attendance, or independence concerns.
Nationally recognized REIT industry leader with decades of relevant experience; no TSR underperformance trigger fires (Getty outperforms ^FNER by +3.0pp); retired from Kimco's board in May 2025 so no current overboarding concern; 100% meeting attendance in 2025.
Director since 1996 with extensive corporate and securities law background; serves on Getty and Kimco boards (two total public boards, within the three-board limit adopted in February 2026); no TSR trigger, full meeting attendance, and audit committee financial expert designation confirmed.
Appointed July 2021 with strong REIT capital markets and investor relations expertise; joined more than 24 months ago but the TSR trigger does not apply given Getty outperforms ^FNER; 100% meeting attendance and serves as Chair of the Nominating/Corporate Governance Committee.
Director since October 2018 with over 30 years of investment banking and financial expertise; designated audit committee financial expert; no TSR underperformance trigger (Getty leads ^FNER by +3.0pp); 100% meeting attendance and serves as Chair of the Audit Committee.
Independent Chairman since April 2021 with deep knowledge of Getty's business history dating to 1998; no TSR underperformance trigger applies; serves only on Getty's board (one public company seat); 100% meeting attendance in 2025.
All six director nominees receive a FOR recommendation. Getty's 3-year price return of +17.6% outpaces the ^FNER (FTSE NAREIT All Equity REITs Index) by approximately +3.0 percentage points, far short of the 50-point gap required to trigger a No vote under the low-positive-TSR band. No director is overboarded, attendance was 100% for all nominees in 2025, the board is 83% independent, all committee members are independent, and no familial or other disqualifying relationships are disclosed.
Say on Pay
✓ FORCEO
Christopher J. Constant
Total Comp
$3,163,755
Prior Support
95.63%%
CEO Christopher J. Constant received total compensation of approximately $3.16 million in 2025, which is within a reasonable range for the chief executive of a $2 billion specialty net-lease REIT given his tenure and the company's strong operating results (AFFO per share grew 3.8%, dividends rose for the 12th consecutive year). The majority of his pay is variable — roughly 80% comes from discretionary cash bonus and equity awards rather than fixed salary — which meets the policy's requirement that at least 50-60% of senior executive pay be performance-linked. Prior say-on-pay support was 95.63% in 2025, and the company's stock outperformed the ^FNER (FTSE NAREIT All Equity REITs Index) over both the past one year (+12.5pp) and three years (+3.0pp), confirming that incentive pay is aligned with shareholder outcomes. A meaningful clawback policy adopted in November 2023 and a stock ownership policy adopted in February 2025 further support a FOR recommendation.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers LLP is a Big 4 firm appropriate for a $2 billion market-cap REIT. The proxy does not disclose auditor fee data or PwC's tenure in the sections provided, so neither the non-audit fee ratio trigger nor the tenure trigger can be confirmed; per policy, the tenure trigger requires confirmed data to fire and the default vote is FOR. No material financial restatements are disclosed.
Actual Vote Results
Meeting held April 21, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Christopher J. Constant | 99.1% | 47.7M | 427,006 | ✓ Elected |
| Mary Lou Malanoski | 98.7% | 47.4M | 648,730 | ✓ Elected |
| Howard Safenowitz | 97.5% | 46.9M | 1.2M | ✓ Elected |
| Milton Cooper | 91.3% | 43.9M | 4.2M | ✓ Elected |
| Philip E. Coviello | 89.6% | 43.1M | 5.0M | ✓ Elected |
| Evelyn León Infurna | 88.1% | 42.4M | 5.7M | ✓ Elected |
Say on Pay
For 46.1M · Against 1.8M · Abstain 101,465
Auditor Ratification
For 52.5M · Against 1.1M · Abstain 35,800
Overall Assessment
Getty Realty's 2026 annual meeting presents a clean, three-proposal ballot with no stockholder proposals. All six director nominees, the say-on-pay vote, and auditor ratification receive FOR recommendations, supported by above-benchmark total shareholder returns, strong shareholder endorsement of pay practices at 95%+, a majority-variable executive pay structure, robust governance practices, and no material compensation, independence, or audit concerns.