8-K
W. P. Carey Inc. (WPC)
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 16, 2022
W. P. Carey Inc.
(Exact Name of Registrant as Specified in its Charter)
| Maryland | 001-13779 | 45-4549771 | |
|---|---|---|---|
| (State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |
| One Manhattan West, 395 9th Avenue, 58th Floor | |||
| New York, | New York | 10001 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 492-1100
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.001 Par Value | WPC | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 — Submission of Matters to a Vote of Security Holders.
An annual meeting of the stockholders of W. P. Carey Inc. (together with its predecessors, the “Company”) was held on June 16, 2022 (the “Annual Meeting”). Set forth below are the final voting results from the Annual Meeting.
Proposal One
To elect ten Directors for 2022:
| Name of Director | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Mark A. Alexander | 109,366,703 | 1,223,169 | 1,073,770 | 37,365,564 |
| Constantin H. Beier | 110,183,883 | 406,601 | 1,073,158 | 37,365,564 |
| Tonit M. Calaway | 109,708,011 | 884,783 | 1,070,848 | 37,365,564 |
| Peter J. Farrell | 108,774,351 | 1,813,820 | 1,075,471 | 37,365,564 |
| Robert J. Flanagan | 109,586,779 | 994,979 | 1,081,884 | 37,365,564 |
| Jason E. Fox | 110,213,434 | 356,530 | 1,093,678 | 37,365,564 |
| Jean Hoysradt | 108,884,630 | 1,717,685 | 1,061,327 | 37,365,564 |
| Margaret G. Lewis | 107,984,941 | 2,656,685 | 1,058,016 | 37,365,564 |
| Christopher J. Niehaus | 107,603,106 | 2,976,471 | 1,084,065 | 37,365,564 |
| Nick J.M. van Ommen | 108,261,872 | 2,168,686 | 1,233,084 | 37,365,564 |
For Proposal One, each of the directors received a majority of the votes cast, in person or by proxy, at the Annual Meeting and, as a result, each was elected to serve until the next annual meeting of stockholders.
Proposal Two
| For | Against | Abstain | Broker Non-Votes | |
|---|---|---|---|---|
| A proposal to approve, in an advisory vote, the compensation for the Company’s named executive officers | 100,627,932 | 9,157,824 | 1,877,886 | 37,365,564 |
Proposal Two was approved, on a non-binding advisory basis, after receiving more than a majority of the votes cast, in person or by proxy, at the Annual Meeting.
Proposal Three
| For | Against | Abstain | Broker Non-Votes | |
|---|---|---|---|---|
| To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2022 | 141,826,846 | 6,594,411 | 607,949 | — |
Proposal Three was approved after receiving more than a majority of the votes cast, in person or by proxy, at the Annual Meeting.
Item 9.01 — Financial Statements and Exhibits.
| Exhibit No. | Description |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| W. P. Carey Inc. | |||
|---|---|---|---|
| Date: | June 22, 2022 | By: | /s/ Susan C. Hyde |
| Susan C. Hyde | |||
| Chief Administrative Officer and Corporate Secretary |