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EX-99.1 - EXHIBIT 99.1 - W. P. Carey Inc.wpc2016q28-kexhibit991.htm


 

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 16, 2016
W. P. Carey Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Maryland
(State or Other Jurisdiction of Incorporation)
 
 
 
 
001-13779
45-4549771
 
 
(Commission File Number)
(IRS Employer Identification No.)
 
 
 
 
 
 
50 Rockefeller Plaza, New York, NY
10020
 
 
(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 






Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers.

Effective as of June 16, 2016, Peter J. Farrell was elected to the Board of Directors of W. P. Carey Inc. (the “Company”). Mr. Farrell will be eligible to participate in the Company’s standard non-employee director compensation program on a prorated basis, including being eligible to receive an annual cash retainer and an annual grant of restricted stock under the W. P. Carey Inc. 2009 Non-Employee Directors’ Incentive Plan, as described further in the Company’s proxy statement for its 2016 annual meeting of stockholders, which was filed with the Securities and Exchange Commission on April 28, 2016. There are no other understandings or arrangements between Mr. Farrell or any other person and the Company or any of its subsidiaries pursuant to which Mr. Farrell was appointed to serve as a director. There are no transactions between Mr. Farrell or any of his immediate family members and the Company or any of its subsidiaries that would be required to be reported under Item 404(a) of Regulation S-K.
On June 22, 2016, the Company issued a press release announcing Mr. Farrell’s election to the Board of Directors. A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 5.07 – Submission of Matters to a Vote of Security Holders.

An annual meeting of stockholders of the Company was held on June 16, 2016 (the “Annual Meeting”). Set forth below are the final voting results from the Annual Meeting.

Proposal One
To elect twelve Directors for 2016:
Name of Director
For
Against
Abstain
Broker Non-Votes
Nathaniel S. Coolidge
60,095,287
577,190
267,137
32,041,964
Mark J. DeCesaris
60,447,062
227,277
265,275
32,041,964
Benjamin H. Griswold, IV
59,742,321
927,090
270,203
32,041,964
Axel K.A. Hansing
59,758,646
906,719
274,249
32,041,964
Jean Hoysradt
60,114,868
569,631
255,115
32,041,964
Dr. Richard C. Marston
60,144,171
529,161
266,282
32,041,964
Robert E. Mittelstaedt, Jr.
59,760,929
905,339
273,346
32,041,964
Charles E. Parente
60,086,236
582,136
271,242
32,041,964
Mary M. VanDeWeghe
57,085,799
3,602,835
250,980
32,041,964
Nick J.M. van Ommen
59,781,126
888,171
270,317
32,041,964
Dr. Karsten von Köller
60,056,984
614,070
268,560
32,041,964
Reginald Winssinger
60,200,529
440,010
299,075
32,041,964






For Proposal One, each of the directors received a majority of the votes cast, in person or by proxy, at the Annual Meeting and, as a result, each was elected to serve until the next annual meeting of stockholders.

Proposal Two
 
For
Against
Abstain
Broker Non-Votes
A proposal to approve, in an advisory vote, the compensation for the Company’s named executive officers
58,396,413
1,701,843
841,358
32,041,964
                                                           
Proposal Two was approved, on a non-binding advisory basis, after receiving more than a majority of the votes cast, in person or by proxy, at the Annual Meeting.

Proposal Three
 
For
Against
Abstain
Broker Non-Votes
To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2016
91,732,289
918,655
330,634
-

Proposal Three was approved after receiving more than a majority of the votes cast, in person or by proxy, at the Annual Meeting.







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, thereunto duly authorized.
 
 
 
 
W. P. Carey Inc.
 
 
 
 
Date:
June 22, 2016
By: 
/s/ Susan C. Hyde
 
 
 
Susan C. Hyde
 
 
 
Managing Director