wpc-20220616

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