8-K

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): December 12, 2022 (December 8, 2022)

W. P. Carey Inc.

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (212) 492-1100

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))

Securities registered pursuant to Section 12(b) of the Act:

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 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of December 8, 2022, Elisabeth Stheeman, age 58, was elected to the Board of Directors of W. P. Carey Inc. (the “Company”). Ms. Stheeman will be eligible to participate in the Company’s standard non-employee director compensation program on a prorated basis, including being eligible to receive an annual cash retainer and an annual grant of restricted stock under the W. P. Carey Inc. 2017 Share Incentive Plan, as described further in the Company’s proxy statement for its 2022 annual meeting of stockholders, which was filed with the Securities and Exchange Commission on March 28, 2022. There are no other understandings or arrangements between Ms. Stheeman or any other person and the Company or any of its subsidiaries pursuant to which Ms. Stheeman was appointed to serve as a director. There are no transactions between Ms. Stheeman or any of her immediate family members and the Company or any of its subsidiaries that would be required to be reported under Item 404(a) of Regulation S-K. Ms. Stheeman was appointed to the Nominating and Corporate Governance and Investment Committees of the Board of Directors of the Company

On December 12, 2022, the Company issued a press release announcing the election of Ms. Stheeman to the Board of Directors. A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 — Financial Statements and Exhibits.

(d) Exhibits

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.

Document

Exhibit 99.1

W. P. Carey Inc. Announces New Appointment to Board of Directors

Board Member Elisabeth Stheeman Brings 30+ Years of Financial and Real Estate Experience

New York – December 12, 2022 – W. P. Carey Inc. (W. P. Carey, NYSE: WPC), a net lease real estate investment trust, today announced the appointment of Elisabeth Stheeman to its Board of Directors, effective immediately. Ms. Stheeman will serve as a member of both the Investment and Nominating & Corporate Governance Committees.

Jason Fox, Chief Executive Officer and Board Member at W. P. Carey, said: “Elisabeth has unmatched experience in the financial services and real estate industries, having held prominent leadership roles at some of the largest and most impactful global companies in the sector. Based in London, her knowledge of our core European real estate markets and experience in financial policy with the Bank of England will make her an invaluable addition to our board, particularly as we navigate the challenging macroeconomic environment ahead.”

Ms. Stheeman’s portfolio of advisory experience spans publicly traded businesses in financial services, real estate and healthcare across the UK, Germany and France. She is an external member of the Bank of England’s Financial Policy Committee and the Bank of England’s Financial Market Infrastructure Board. She is also the non-executive chair of Edinburgh Investment Trust plc, which invests in UK securities, a non-executive director of alstria office REIT-AG, the largest listed REIT in Germany, and a member of the Audit and Risk Committee for the Asian Infrastructure Investment Bank. In addition to her current roles, she formerly served on the board of Aareal Bank AG, a listed leading international real estate lender, Korian SA, a French listed healthcare company, RDI plc, an FTSE 250 listed REIT and TLG Immobilien AG, a German listed real estate company.

Ms. Stheeman spent nearly 25 years of her executive career at Morgan Stanley in investment banking, capital markets, private equity and real estate, where she held management roles spanning operations and leadership, investment and remuneration. She was also Global Chief Operating Officer at LaSalle Investment Management and a member of LaSalle Investment Management’s Global Management Committee and JLL’s Global Operating Committee, where she had significant strategic input on asset allocation, asset mix and investment decisions. Ms. Stheeman holds a B.A. in Business Administration from The Hamburg School of Business and a Diploma in Business Studies from the London School of Economics.

Elisabeth Stheeman, said: “I am honored to join W. P. Carey’s Board of Directors and leverage my insights and experience to support the company’s investment activity and ongoing commitment to delivering long-term value to its shareholders.”

With Ms. Stheeman’s appointment, W. P. Carey’s Board of Directors currently comprises 11 members, 36 percent of whom are female.

W. P. Carey Inc.

W. P. Carey ranks among the largest net lease REITs with an enterprise value of approximately $22 billion and a diversified portfolio of operationally critical commercial real estate that includes 1,428 net lease properties covering approximately 175 million square feet and a portfolio of 84 self-storage operating properties as of September 30, 2022. For nearly five decades, the company has invested in high-quality single-tenant industrial, warehouse, office, retail and self-storage properties subject to long-term net leases with built-in rent escalators.

Its portfolio is located primarily in the U.S. and Northern and Western Europe and is well-diversified by tenant, property type, geographic location and tenant industry.

www.wpcarey.com

Institutional Investors:

Peter Sands

1 (212) 492-1110

institutionalir@wpcarey.com

Individual Investors:

W. P. Carey Inc.

1 (212) 492-8920

ir@wpcarey.com

Press Contact:

Anna McGrath

1 (212) 492-1166

amcgrath@wpcarey.com