W. P. Carey Inc.
For the period ended Jun 12, 2025. Filed Mar 28, 2025.
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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 12, 2025 · Filed Mar 28, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 ☑ | |
|---|---|
| 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)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
| W. P. Carey Inc. | |
|---|---|
| (Name of Registrant as Specified In Its Charter) | |
| (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) | |
| Payment of Filing Fee (Check the appropriate box): | |
| ☑ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
Letter from Our Chair and Chief Executive Officer
| Christopher J. NiehausNon-Executive ChairBoard of DirectorsJason E. FoxChief Executive OfficerPresidentMember of the Board of Directors | Dear Fellow Shareholders, | |
|---|---|---|
| On behalf of the W. P. Carey Board of Directors, we are pleased to present you with our 2025 Proxy Statement. 2024 was a pivotal year for W. P. Carey. With ever-changing market dynamics, we completed $1.6 billion of investments in high-quality, single tenant industrial, warehouse and retail properties in the U.S. and Europe – at attractive spreads to our cost of capital – ending the year with record quarterly investment volume. The completion of our exit strategy from the office sector created a new baseline for AFFO, establishing a foundation for sustainable future growth in earnings and dividends, aimed at delivering long-term value to shareholders.Our strong balance sheet and liquidity position will enable us to continue to invest in 2025 without the need to access the capital markets. Our investment strategy affords us the ability to invest in a variety of property types, geographies and tenant industries which provides a wide opportunity set for new acquisitions. This diversified approach, established more than 50 years ago, still insulates us from any single market disruption during challenging economic conditions and serves as a means for internal and external growth. Our best-in-class rent escalations continue to provide a built-in safeguard against inflation, ensuring a stable revenue stream even amid economic uncertainty. In 2024, we generated year-over-year contractual same-store rent growth of 2.6%, which remains among the best of our net lease peers.Just as our Founder, Bill Carey, believed in our Investing for the Long Run approach, he also asserted a commitment to leave the world in a better place than he found it. By Doing Good While Doing Well, we remain steadfast in our longstanding focus on Corporate Responsibility. This concept is embedded in our business decisions and supports our business strategy. As detailed later in this Proxy Statement, we continue to make progress in quantifying our carbon footprint, with the goal of reducing our impact on the environment. We believe this makes good business sense in the form of solid returns and deeper long-term tenant relationships, and also plays an important role in mitigating climate change. We maintain the highest standards of corporate governance and transparency, and the experienced members of our Board of Directors provide invaluable guidance and oversight across all areas of our organization. We believe that our governance practices, including the separation of the roles of Chair and CEO, annual Say-on-Pay vote and strong shareholder rights, are critical to our long-term success. Cybersecurity also remains a focus, and our team maintains sound frameworks based on industry standards to identify and mitigate information security risks. Through our investor stewardship outreach, we met with investors representing more than 25% of our outstanding shares. These discussions provided valuable insight on how our shareholders view W. P. Carey’s governance, compensation and sustainability programs, both confirming support of many of our existing practices as well as sharing ideas for areas of improvement. Separately, our management team met with more than 375 equity and fixed income investment professionals, sharing valuable investor perspectives with the Board throughout the year.Our people continue to be at the heart of our success, and we strive to maintain an inclusive work environment across our offices that enables our employees to bring their authentic selves to work every day. Our efforts focus on hiring and retaining the best and the brightest, and providing employees with development opportunities by which they can thrive and grow. To that end, in 2024 we were again certified as a Great Place to Work, this year in both the U.S. and the Netherlands. Based on the third-party survey, 100% of our U.S. and 98% of our European employee respondents consider W. P. Carey a Great Place to Work. Our voluntary employee turnover rate remained low at 5%, significantly lower than both the real estate and financial services sector. We are grateful for our management team and employees for their dedication, hard work and diligence as we continue to navigate a rapidly changing economic environment. |
Letter from Our Chair and Chief Executive Officer
| As we look ahead, we remain focused on delivering value to our shareholders through disciplined investments and strategic portfolio management. We are confident in our ability to drive meaningful AFFO and dividend growth, generating attractive total returns and delivering long-term value for our shareholders.Thank you for your continued confidence and trust in our business. Together, we have built a strong foundation for W. P. Carey, and we are excited about the opportunities that lie ahead.Sincerely, | |
| Christopher J. NiehausNon-Executive ChairBoard of Directors | Jason E. FoxChief Executive Officerand PresidentMember of the Board of Directors |
Notice of Annual Meeting of Stockholders
March 28, 2025
Date and Time
Thursday, June 12, 2025
1:30 p.m. Eastern Time
Location
Virtual*
Items of Business
n Elect ten Directors for 2025;
n Consider an advisory vote on executive compensation;
n Ratify the appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for 2025; and
n Transact such other business as may properly come before the meeting and any adjournment or postponement thereof.
Only shareholders who owned stock at the close of business on March 24, 2025 are entitled to vote at the meeting. W. P. Carey Inc. ("W. P. Carey" or the "Company") is furnishing the proxy materials for the Annual Meeting electronically using the Internet through the mailing to our stockholders of a Notice of Internet Availability of Proxy Materials, or the Notice and Access Card. The Company first made available the attached Proxy Statement, proxy card and its Annual Report on Form 10-K for the year ended December 31, 2024 ("Annual Report") to shareholders on or about April 4, 2025.
By Order of the Board of Directors
Susan C. Hyde
Chief Administrative Officer and Corporate Secretary
W. P. Carey Inc.
One Manhattan West
395 9th Avenue, 58th Floor
New York, NY 10001
- The format of our 2025 Annual Meeting of Stockholders will be virtual-only. We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. To attend, participate in and/or vote at the virtual Annual Meeting at www.virtualshareholdermeeting.com/WPC2025, stockholders must enter the 16-digit control number found on their proxy card or voting instruction form or notice.
| How to Vote | |||
| Internet | Phone | QR Code | |
Whether or not you attend, it is important that your shares be represented and voted at the Annual Meeting.
You may vote your shares by using the telephone or through the Internet, as described on the proxy card or voting instruction form or notice. You may also vote your shares by marking your votes on the proxy card or voting instruction form or notice, signing and dating it and mailing it in the business reply envelope provided. If you attend the virtual Annual Meeting, you may withdraw your previously submitted proxy card or voting instruction form or notice and vote virtually.
Additional questions are answered in the Users' Guide on page 63.
This Proxy Statement and the Annual Report to Shareholders are available atwww.proxyvote.com.
Table of Contents
| 1 | Proxy Summary | 35 | Executive Compensation | |
| 4 | Corporate Responsibility Highlights | 35 | Compensation Discussion and Analysis | |
| 6 | Proposal One: Election of Ten Directors | 35 | Compensation Principles | |
| 6 | Nominees for the Board of Directors | 36 | 2024 Business Highlights | |
| 14 | Committees of the Board of Directors | 36 | Compensation Highlights | |
| 17 | Board Governance | 39 | Elements of Compensation | |
| 17 | Board Member Term | 44 | Compensation Governance | |
| 17 | Board Meetings and Director Attendance | 46 | Compensation Committee Report | |
| 17 | Board Leadership Structure | 46 | Compensation Committee Interlocks and Insider Participation | |
| 17 | Oversight of Risk Management | |||
| 18 | Cybersecurity | 47 | Summary Compensation Table | |
| 18 | Management Succession Plan | 48 | 2024 Grants of Plan-Based Awards | |
| 18 | Director Independence | 49 | Outstanding Equity Awards at December 31, 2024 | |
| 19 | Board Refreshment | 50 | 2024 Stock Vested | |
| 19 | Board Nominating Procedures | 51 | 2024 Nonqualified Deferred Compensation | |
| 21 | Proxy Access | 51 | Potential Payments Upon Termination or Change-in-Control | |
| 21 | Shareholder Amendment of Bylaws | |||
| 22 | Compensation of the Board of Directors | 53 | CEO Pay Ratio | |
| 23 | 2024 Director Compensation Table | 53 | Pay Versus Performance | |
| 24 | Director Stock Compensation Table | 57 | Proposal Three: Ratification of Appointment of Independent Registered Public Accounting Firm | |
| 25 | Corporate Governance | |||
| 25 | Shareholder Proposals | 58 | Report of the Audit Committee | |
| 25 | Other Communications with the Board | 58 | Financial Expert | |
| 25 | Code of Ethics | 59 | Fees Billed by PricewaterhouseCoopers LLP During Fiscal Years 2024 and 2023 | |
| 26 | Human Rights Policy | |||
| 26 | ESG Policy Statement | 59 | Pre-Approval Policies | |
| 26 | Compliance with Anti-Bribery, Foreign Corrupt Practices Act, and Office of Foreign Assets Control Requirements | 60 | Security Ownership of Certain Beneficial Owners, Directors and Management | |
| 62 | Equity Compensation Plan Information | |||
| 26 | Certain Relationships and Related Party Transactions | 63 | Users' Guide | |
| 65 | Appendix A—Descriptions of Non-GAAP Financial Measures | |||
| 28 | Corporate Responsibility | |||
| 28 | Environmental Initiatives | |||
| 29 | Social Responsibility | |||
| 31 | Governance | |||
| 32 | Executive Officers for 2025 | |||
| 34 | Proposal Two: Advisory Vote on Executive Compensation | |||
We make references herein to various websites, including our website located at www.wpcarey.com, however, the information located on, or accessible from, any website (including our website) is not, and should not be deemed to be, part of this proxy statement or incorporated into any other filing that we submit to the Securities and Exchange Commission.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.