wpc-20260611
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 11, 2026
W. P. Carey Inc.
(Exact Name of Registrant as Specified in its Charter)
| Maryland | 001-13779 | 45-4549771 | |||||||||
| (State or other jurisdiction 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
(Former name or former address, if changed since last report)
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:
☐ 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:
| 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 | ||||||||||||
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.
The annual meeting of the stockholders of W. P. Carey Inc. (the “Company”) was held on June 11, 2026 (the “Annual Meeting”). The Company previously filed its definitive proxy statement on Schedule 14A (the “Proxy Statement”) and related materials pertaining to this meeting with the Securities and Exchange Commission on March 27, 2026. The stockholders of the Company voted on the following four proposals at the Annual Meeting, each of which is more fully described in the Proxy Statement. On the record date of March 23, 2026, 219,288,368 shares of common stock were outstanding and entitled to vote at the Annual Meeting.
Set forth below are the final voting results from the Annual Meeting.
Proposal One. The election of the nine nominees listed in the Company’s Proxy Statement and set forth below to the Board of Directors of the Company, each to serve until the next annual meeting of stockholders.
| NAME OF NOMINEE | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||
| Constantin H. Beier | 151,875,388 | 1,859,158 | 1,657,899 | 30,606,501 | ||||||||||
| Tonit M. Calaway | 141,244,004 | 12,488,567 | 1,659,874 | 30,606,501 | ||||||||||
| Peter J. Farrell | 149,449,276 | 4,284,510 | 1,658,659 | 30,606,501 | ||||||||||
| Robert J. Flanagan | 152,454,277 | 1,280,032 | 1,658,136 | 30,606,501 | ||||||||||
| Jason E. Fox | 149,459,242 | 4,267,139 | 1,666,064 | 30,606,501 | ||||||||||
| Rhonda O. Gass | 152,093,256 | 1,642,920 | 1,656,269 | 30,606,501 | ||||||||||
| Margaret G. Lewis | 147,798,053 | 5,902,066 | 1,692,326 | 30,606,501 | ||||||||||
| Christopher J. Niehaus | 150,497,851 | 3,235,040 | 1,659,554 | 30,606,501 | ||||||||||
| Elisabeth T. Stheeman | 152,854,000 | 877,461 | 1,660,984 | 30,606,501 | ||||||||||
Proposal Two. The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 143,555,213 | 9,541,402 | 2,295,830 | 30,606,501 | ||||||||
Proposal Three. The approval, on a non-binding, advisory basis, of the frequency of the Company’s executive compensation vote.
| 1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN | BROKER NON-VOTES | ||||||||||
| 148,581,678 | 323,189 | 4,398,511 | 2,089,067 | 30,606,501 | ||||||||||
Proposal Four. The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 172,777,010 | 12,710,399 | 511,537 | 0 | ||||||||
Item 9.01 — Financial Statements and Exhibits.
(d) 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, hereunto duly authorized.
| W. P. Carey Inc. | |||||||||||
| Date: | June 12, 2026 | By: | /s/ Susan C. Hyde | ||||||||
| Susan C. Hyde | |||||||||||
| Chief Administrative Officer and Corporate Secretary | |||||||||||