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W. P. Carey Inc.

For the period ended Jun 13, 2024. Filed Mar 28, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 13, 2024 · Filed Mar 28, 2024

WPC$65.05-0.4%Stored close · as of Nov 6, 2026
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Contents

18 2024 Proxy Statement

Once a candidate has been recommended to the Corporate Secretary or Nominating and Corporate Governance Committee, there are a number of actions undertaken to complete a full evaluation of the candidate, including the following:

Existing Board members are considered for nomination on an annual basis, by undertaking the following actions:

■Annual confidential performance review of the Board at the committee and individual Director levels;

■Discussion by Nominating and Corporate Governance Committee regarding nominations based on a review of Board needs and a Board performance review, with a recommendation to be made to the Board regarding nominations; and

■Discussion by the Board regarding recommended nominations, with a determination to be made regarding the slate of Directors to be nominated in the Proxy Statement.

There are no firm prerequisites to qualify as a candidate for the Board, although the Board seeks a group of candidates who possess the background, skills, expertise, characteristics, integrity, and time to make a significant contribution to the Board, to the Company, and to its shareholders. The Board considers diversity in professional and personal experience, gender, race, age, ethnicity, and national origin when reviewing potential director nominees. The Board considers the entirety of each candidate's credentials and evaluates each individual in the context of the Board as a whole, with the objective of recommending a Board that can best further shareholder interests through the exercise of sound judgment, using the diversity of its experience. In considering new candidates for nomination to the Board, the Nominating and Corporate Governance Committee and the Board evaluates the following:

■Board and Committee needs in order to be able to fulfill responsibilities related to strategic oversight, succession planning, ERM, and other fiduciary duties;

■Succession planning at the Board and Committee levels; and

■Individual characteristics, including:

  • Operating experience at senior levels;

  • Public company experience;

  • Real estate and investment expertise;

  • Board experience;

  • Strategic thinking with long-term view on value creation for shareholders;

  • Effective communication skills and secure decision-making skills;

  • Independence and absence of red flags; and

  • Diversity of backgrounds.

In September 2023, we announced a plan to exit the office assets within our portfolio by spinning-off 59 office properties into Net Lease Office Properties ("NLOP"), so that it became a separate publicly-traded real estate investment trust (the "Spin-Off").

2024 Proxy Statement 19

In connection with the Spin-Off, Jean Hoysradt notified the Board of her decision to resign as a member of the Board, effective as of November 1, 2023, at which time Ms. Hoysradt was appointed to serve as a trustee on the NLOP Board. The Board determined to appoint a new director in her place and the Board requested that the Nominating and Corporate Governance Committee identify and evaluate new director candidates. The Committee established director nominee criteria, received recommendations from existing Board members, identified and corresponded with potential director candidates, evaluated the candidates' credentials, and facilitated conversations between potential director candidates and management and other members of our Board. The Board determined that Ms. Rhonda O. Gass brings to our Board expertise in IT strategy and security infrastructure, and invited her to join the Board in March 2024.

Our Board feels confident that each of the ten individuals we have nominated has the experience and skill sets necessary to fulfill all Board and Committee responsibilities. We encourage you to review our Board accomplishments and biographies and to vote for all ten Board nominees.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.