W. P. Carey (WPC) Proxy filing summary

Executive summary

• Achieved record investment volume of $2.1 billion in 2025, with AFFO per share up 5.7% and total shareholder return of 25%.

• Maintained $2.2 billion in liquidity and a strong balance sheet, supporting disciplined capital allocation and flexibility.

• Focused on acquiring high-quality, single-tenant industrial, warehouse, and retail properties in the U.S. and Europe under long-term leases.

• Launched Carey Tenant Solutions™ to scale internal development capabilities and drive growth.

• Emphasized strong corporate governance, transparency, and active Board oversight, including cybersecurity risk management.

Voting matters and shareholder proposals

• Shareholders will vote to elect nine directors, approve executive compensation (Say-on-Pay), determine the frequency of Say-on-Pay votes, and ratify PricewaterhouseCoopers LLP as the independent auditor for 2026.

• Board recommends voting FOR all director nominees, FOR executive compensation, FOR annual Say-on-Pay votes, and FOR auditor ratification.

• Shareholder proposals for the 2027 meeting must be received by December 4, 2026, and comply with advance notice and eligibility requirements.

Board of directors and corporate governance

• Board consists of nine members: eight independent directors and the CEO, with 44% women and 89% independence.

• Directors bring expertise in real estate, finance, international business, risk management, and ESG.

• Board committees (Audit, Compensation, Nominating and Corporate Governance, Investment, Executive) are composed entirely of independent directors.

• Board leadership structure separates Chair and CEO roles; annual self-assessments and ongoing education are conducted.

• Proxy access allows shareholders (3% ownership for 3 years) to nominate directors; shareholders can amend bylaws.