W. P. Carey (NYSE: WPC) 2026 investors back directors, auditor

Rhea-AI Filing Summary

W. P. Carey Inc. held its 2026 annual stockholder meeting on June 11, 2026. On the March 23, 2026 record date, 219,288,368 shares of common stock were outstanding and entitled to vote.

Stockholders elected all nine director nominees, with each receiving significantly more votes “for” than “against.” They also approved, on a non-binding advisory basis, the compensation of the named executive officers by 143,555,213 votes for and 9,541,402 against, with 2,295,830 abstentions.

In a separate advisory vote on how often to hold future say-on-pay votes, stockholders expressed a preference for annual votes, with 148,581,678 votes cast for a one-year frequency, more than for two- or three-year alternatives. Stockholders also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026, with 172,777,010 votes for and 12,710,399 against.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares entitled to vote: 219,288,368 shares Say-on-pay support: 143,555,213 for vs 9,541,402 against Say-on-pay frequency – 1 year: 148,581,678 votes +2 more

5 metrics

Shares entitled to vote 219,288,368 shares Common stock outstanding as of March 23, 2026 record date

Say-on-pay support 143,555,213 for vs 9,541,402 against Advisory vote on executive compensation at 2026 annual meeting

Say-on-pay frequency – 1 year 148,581,678 votes Votes for annual executive compensation vote frequency

Auditor ratification for PwC 172,777,010 for vs 12,710,399 against Ratification of PwC as independent registered public accounting firm for 2026

Director vote example – Stheeman 152,854,000 for Votes for director nominee Elisabeth T. Stheeman

Key Terms

broker non-votes, non-binding, advisory basis, independent registered public accounting firm, frequency of the Company’s executive compensation vote

4 terms

broker non-votes financial

"BROKER NON-VOTES 143,555,213 | 9,541,402 | 2,295,830 | 30,606,501"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding, advisory basis regulatory

"The approval, on a non-binding, advisory basis, of the compensation"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

independent registered public accounting firm regulatory

"the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

frequency of the Company’s executive compensation vote regulatory

"The approval, on a non-binding, advisory basis, of the frequency of the Company’s executive compensation vote"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

0001025378false00010253782026-06-112026-06-11

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

FAQ

What did W. P. Carey (WPC) stockholders approve at the 2026 annual meeting?

Stockholders elected nine directors, approved executive compensation on an advisory basis, chose an annual frequency for future say-on-pay votes, and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

How many W. P. Carey (WPC) shares were entitled to vote at the 2026 meeting?

On the March 23, 2026 record date, 219,288,368 shares of W. P. Carey common stock were outstanding and entitled to vote at the June 11, 2026 annual meeting, forming the basis for the reported voting results on all four proposals.

Was W. P. Carey’s 2026 say-on-pay proposal approved by stockholders?

Yes. The advisory vote on named executive officer compensation received 143,555,213 votes for, 9,541,402 against, and 2,295,830 abstentions, with 30,606,501 broker non-votes recorded, indicating overall stockholder support for the company’s executive pay program for 2026.

What frequency did W. P. Carey (WPC) investors prefer for future say-on-pay votes?

Investors favored holding say-on-pay votes every one year. The one-year option received 148,581,678 votes, compared with 323,189 for two years and 4,398,511 for three years, plus 2,089,067 abstentions and 30,606,501 broker non-votes recorded on the frequency proposal.

Who is W. P. Carey’s independent auditor for the year ending December 31, 2026?

Stockholders ratified PricewaterhouseCoopers LLP as W. P. Carey’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 172,777,010 votes for, 12,710,399 against, and 511,537 abstentions, and no broker non-votes reported on this proposal.

Did all W. P. Carey (WPC) director nominees get elected at the 2026 meeting?

Yes. All nine director nominees listed in the proxy statement, including Constantin H. Beier and Elisabeth T. Stheeman, were elected, each receiving more votes for than against, along with additional abstentions and 30,606,501 broker non-votes reported for each nominee.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB