W. P. Carey (WPC) Proxy Filing summary

Executive summary

• Completed $1.6 billion in investments in industrial, warehouse, and retail properties, achieving record quarterly investment volume and exiting the office sector to establish a new baseline for AFFO and future growth in earnings and dividends.

• Maintained a strong balance sheet with $2.6 billion in liquidity and a 5.5x pro rata Net Debt to Adjusted EBITDA, supporting continued investment without needing to access capital markets in 2025.

• Achieved 2.6% year-over-year same-store rent growth, among the best in the net lease peer group, and declared $3.49 per share in cash dividends, supported by AFFO per share of $4.70.

• Focused on corporate responsibility, including quantifying and reducing the carbon footprint, and maintaining high standards of governance, transparency, and cybersecurity.

• Employee engagement remained high, with a 5% voluntary turnover rate and Great Place to Work certifications in both the U.S. and the Netherlands.

Voting matters and shareholder proposals

• Shareholders will vote to elect ten directors, approve an advisory vote on executive compensation, and ratify the appointment of PricewaterhouseCoopers LLP as the independent auditor for 2025.

• Shareholder proposals for the 2026 meeting must be received by December 5, 2025, and comply with advance notice and eligibility requirements.

Board of directors and corporate governance

• Board consists of ten nominees: nine independent directors and the CEO, with 40% women and 10% racial/ethnic diversity.

• All directors attended at least 75% of meetings in 2024; board leadership is separated between the Non-Executive Chair and CEO.

• Committees include Audit, Compensation, Nominating and Corporate Governance, Investment, and Executive, all with independent directors.

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