W P Carey Inc

This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s executive compensation program as disclosed in the proxy (a Say-on-Pay vote). Management seeks approval to validate its pay philosophy and the design of compensation elements—base salary, an annual cash incentive plan tied to formulaic financial metrics (AFFO per share, net debt to adjusted EBITDA, cash interest coverage) and strategic goals, and long-term incentives delivered as a mix of PSUs (performance-based) and RSUs (time-based). The Board and Compensation Committee frame the program as heavily at-risk and aligned with long-term shareholder value through multi-year PSU performance metrics, including relative TSR and AFFO per share growth, and robust governance features such as clawback and stock ownership guidelines. The advisory vote is non-binding, but the Board will review and consider the outcome in making future compensation decisions; a negative result would likely trigger engagement and potential program adjustments. The filing notes prior strong shareholder support for Say-on-Pay (over 90% in 2025), and management emphasizes that the Compensation Committee uses independent consultant input and peer benchmarking when setting pay. Key contextual governance elements include the Compensation Committee’s discretion over formulaic payouts, recoupment/clawback policies, and recently adopted Executive Severance Plan; these factors affect the risk/retention trade-offs embedded in pay. From an investor perspective, approval signals continued alignment between pay and performance; a weak vote could increase scrutiny of incentive metrics (weightings, relative TSR reliance) and of disclosure around strategic goals and bonus funding. Although advisory, the vote informs investor stewardship decisions and can influence proxy advisor recommendations and future director/compensation committee actions. The proposal’s design and historical approval suggest modest execution risk for passage, but active institutional shareholders may focus on multi-year metric calibration and severance/change-in-control provisions.

This management proposal asks shareholders to state their preference—on a non-binding basis—whether Say-on-Pay votes should be held every one, two, or three years. Management recommends an annual (one-year) frequency, arguing that yearly advisory votes provide consistent and timely shareholder feedback on executive pay and allow the Board and Compensation Committee to respond more frequently to investor concerns and program outcomes. The proposal is non-binding: while the Board will consider the plurality result as shareholders’ preference, it retains authority to choose the frequency it deems appropriate. The context includes that the Board previously recommended annual votes in 2020 and that the Company already conducts Say-on-Pay annually; maintaining the annual cadence supports continued engagement and oversight of evolving pay policies and alignment with long-term strategy. For investors, a vote for less frequent intervals may reflect satisfaction with governance and reduced administrative burden, whereas support for annual votes is often sought by governance-focused funds seeking regular accountability. The Board’s recommendation is supported by its view that annual feedback is useful given the Company’s multi-year incentive structures and periodic adjustments to compensation design, including PSU metrics and severance provisions. Practically, the result won’t change pay design directly, but a plurality for multi-year frequency could influence how the Board times disclosures, engagement, and executive compensation reviews. Proxy advisory firms sometimes weigh Say-on-Frequency outcomes when advising institutional clients; a divergence from management’s recommendation could trigger further engagement or disclosure efforts. Overall, given prior practice and the Board’s explicit endorsement of annual votes, management likely expects the annual option to receive the plurality of votes.