W. P. Carey Inc.
For the period ended Jun 11, 2026. Filed Mar 27, 2026.
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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 11, 2026 · Filed Mar 27, 2026
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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 Officerand President Member of the Board of Directors | Dear Fellow Shareholders, | |
|---|---|---|
| On behalf of the Board of Directors of W. P. Carey Inc., we are pleased to present you with our 2026 Proxy Statement.W. P. Carey delivered a year of strong performance in 2025, marked by record investment volume of $2.1 billion and an increase in Adjusted Funds from Operations (“AFFO”) per share of 5.7%, laying the groundwork for future growth. Our total shareholder return of 25% reflects the market’s recognition of our results as well as our disciplined approach to capital allocation, the depth and quality of our investment pipeline, and the alignment between our strategic priorities and shareholder interests—consistent with our long-standing philosophy of Investing for the Long Run. With a strong balance sheet and a time-tested investment approach, we remain well positioned to navigate changing market conditions while continuing to execute on our investment strategy. Our focus remains on acquiring high-quality, single-tenant industrial, warehouse and retail properties across the U.S. and Europe, under long-term leases with best-in-class rent escalations that provide contractual internal growth and resilience through economic cycles. Our recently launched Carey Tenant Solutions™ platform will enable us to scale our internal development capabilities with existing tenants and further contribute to our growth. This diversified approach to investing—central to our strategy for more than five decades—continues to help protect and enhance shareholder value over time.We ended the year with $2.2 billion of liquidity as we continue to prioritize disciplined capital allocation and balance sheet strength. Our liquidity position and access to multiple sources of capital provide flexibility to pursue attractive investment opportunities while maintaining a prudent risk profile, even during periods when capital markets may be less accommodating. We believe this approach positions W. P. Carey to capitalize on opportunities during all market cycles, consistent with our long-term investment approach.Strong corporate governance remains a cornerstone of our business. We are committed to maintaining high standards of transparency, accountability and shareholder engagement. Our Board benefits from a broad range of experience and perspectives and provides active oversight across all aspects of the Company, including cybersecurity risk management and ongoing education and training to ensure directors remain well informed on emerging risks and evolving regulatory developments. We believe our governance practices—including the separation of the roles of Chair and Chief Executive Officer, annual Say on Pay votes and robust shareholder rights—support effective decision-making and long-term value creation.We also remain committed to responsible corporate citizenship, and our motto of Doing Good While Doing Well—a principle championed by our founder and deeply embedded in our culture—is integrated into how we conduct our business and how we support long term relationships with tenants, lenders and other stakeholders. We believe these efforts strengthen the durability of our platform, enhance trust with our constituents and contribute positively to the communities in which we live and operate. |
Letter from Our Chair and Chief Executive Officer
| Our people will always be our greatest asset. Our ability to attract and retain talent to execute on our business strategy is critical, and it drives much of our decision making, including our approach to compensation, corporate culture and employee engagement. We were again certified as a Great Place to Work in the U.S. and Europe, and our voluntary turnover remained low, at 5% for the year. We believe that our success over the long run has been the result of our capable employees, and we are grateful to all of them.Lastly, we would like to express our gratitude to former Board member Mark Alexander, who stepped down last year for personal reasons. Mark was a mentor and friend to the entire Board and management team, serving as Chair of the Audit Committee for seven years.We feel confident about 2026 and beyond, executing from a position of strength with a large, diverse portfolio, a strong financial position and a pathway for continued growth. On behalf of the Board and the entire W. P. Carey team, we thank you for your continued trust and support.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 27, 2026
Date and Time
Thursday, June 11, 2026
1:30 p.m. Eastern Time
Location
Virtual*
Items of Business
n Elect nine Directors for 2026;
n Consider an advisory vote on executive compensation;
n Consider an advisory vote on frequency of executive compensation vote;
n Ratify the appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for 2026; 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 23, 2026, 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, the proxy card and its Annual Report on Form 10-K for the year ended December 31, 2025 ("Annual Report"), to shareholders on or about April 3, 2026.
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 2026 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/WPC2026 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.
This Proxy Statement and the Annual Report to Shareholders are available atwww.proxyvote.com.
Table of Contents
| 1 | Proxy Summary | 29 | 2025 Business Highlights | |
| 1 | Ways to Vote | 29 | Compensation Highlights | |
| 1 | Voting Matters and Board Recommendations | 30 | Compensation Philosophy | |
| 1 | 2025 Performance Highlights | 30 | Role of the Independent Compensation Consultant | |
| 2 | Governance Highlights | 30 | Peer Comparison Group | |
| 2 | Our Approach to Compensation | 31 | Peer Group Changes | |
| 3 | Director Nominee Snapshot | 32 | Elements of Compensation | |
| 3 | Board Nominee Composition | 37 | Other Compensation and Benefits | |
| 4 | Proposal One: Election of Nine Directors | 37 | Compensation Governance | |
| 4 | Nominees for the Board of Directors | 38 | Employment Agreements | |
| 10 | Committees of the Board of Directors | 38 | Executive Severance Plan | |
| 11 | Membership and Functions of the Committees of the Board | 38 | Stock Ownership Guidelines | |
| 12 | Board Governance | 38 | Clawback Policy | |
| 12 | Board Member Term | 39 | Insider Trading Policy | |
| 12 | Board Meetings and Director Attendance | 39 | Anti-Hedging Policy | |
| 12 | Board Leadership Structure | 39 | Pledging Policy | |
| 12 | Oversight of Risk Management | 39 | Risk Assessment | |
| 13 | Cybersecurity | 39 | Other Considerations | |
| 13 | Artificial Intelligence | 40 | Compensation Committee Report | |
| 14 | Management Succession Plan | 40 | Compensation Committee Interlocks and Insider Participation | |
| 14 | Director Independence | 40 | Summary Compensation | |
| 14 | Board Refreshment | 41 | 2025 Grants of Plan-Based Awards | |
| 14 | Board Nominating Procedures | 43 | Outstanding Equity Awards at December 31, 2025 | |
| 16 | Proxy Access | 44 | 2025 Stock Vested | |
| 16 | Shareholder Amendment of Bylaws | 45 | 2025 Nonqualified Deferred Compensation | |
| 17 | Compensation of the Board of Directors | 46 | Potential Payments upon Termination or Change-in-Control | |
| 18 | 2025 Director Compensation Table | 48 | CEO Pay Ratio | |
| 19 | Corporate Governance | 49 | Pay Versus Performance | |
| 19 | Shareholder Proposals | 52 | Performance Metrics to Link Executive Compensation Actually Paid with Company Performance | |
| 19 | Other Communications with the Board | |||
| 19 | Code of Ethics | 53 | Proposal Three: Advisory Vote on Frequency of Executive Compensation Vote | |
| 20 | Whistleblower Hotline | |||
| 20 | Corporate Governance Guidelines | 54 | Proposal Four: Ratification of Appointment of Independent Registered Public Accounting Firm | |
| 20 | Human Rights Policy | |||
| 20 | ESG Policy Statement | 55 | Report of the Audit Committee | |
| 20 | Compliance with Anti-Bribery, Foreign Corrupt Practices Act and Office of Foreign Assets Control Requirements | 55 | Financial Expert | |
| 56 | Fees Billed by PricewaterhouseCoopers LLP During Fiscal Years 2025 and 2024 | |||
| 21 | Certain Relationships and Related-Party Transactions | |||
| 22 | Corporate Responsibility | 56 | Pre Approval Policies | |
| 22 | Environmental Initiatives | 57 | Security Ownership of Certain Beneficial Owners, Directors and Management | |
| 22 | Social Responsibility | |||
| 25 | Named Executive Officers for 2026 | 59 | Equity Compensation Plan Information | |
| 27 | Proposal Two: Advisory Vote on Executive Compensation | 60 | Users' Guide | |
| 28 | Executive Compensation | 62 | Appendix A—Descriptions of Non-GAAP Financial Measures | |
| 28 | Compensation Discussion and Analysis | 62 | Non-GAAP Financial Disclosures | |
| 28 | Compensation Principles | 63 | Other Metrics | |
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.