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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 12, 2025
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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 12, 2025 (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 28, 2025. The stockholders of the Company voted on the following three proposals at the Annual Meeting, each of which is more fully described in the Proxy Statement. On the record date of March 24, 2025, 218,975,748 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 ten 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
Mark A. Alexander 143,641,209 2,494,328 1,566,639 34,715,950
Constantin H. Beier 143,360,212 2,775,029 1,566,935 34,715,950
Tonit M. Calaway 134,451,284 11,687,634 1,563,258 34,715,950
Peter J. Farrell 141,493,913 4,637,198 1,571,065 34,715,950
Robert J. Flanagan 144,186,289 1,941,723 1,574,164 34,715,950
Jason E. Fox 142,281,720 3,848,232 1,572,224 34,715,950
Rhonda O. Gass 144,496,540 1,649,675 1,555,961 34,715,950
Margaret G. Lewis 143,055,649 3,094,590 1,551,937 34,715,950
Christopher J. Niehaus 144,247,676 1,883,937 1,570,563 34,715,950
Elisabeth T. Stheeman 144,637,041 1,516,677 1,548,458 34,715,950

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
134,659,153 10,626,667 2,416,356 34,715,950

Proposal Three. The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

FOR AGAINST ABSTAIN BROKER NON-VOTES
172,059,510 9,867,336 491,280 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 13, 2025 By: /s/ Susan C. Hyde
Susan C. Hyde
Chief Administrative Officer and Corporate Secretary