We also lead with this vote because we are proud of all of the actions our Board took over the past year, including:

•

During 2016, the Board and senior management team, assisted by outside advisors, did a thorough review of strategic alternatives and determined that our current business model and strategy serve the best interests of our shareholders. The Board also determined that Mark DeCesaris should be named CEO of the Company. We believe that Mark and the rest of the executive team are highly qualified to execute the Company's strategy and to continue W. P. Carey's long-term track record of generating attractive returns for our shareholders, as we focus on: utilizing core competencies, investing in and managing a high quality diversified investment portfolio, maintaining access to multiple sources of capital, continuing to strengthen our balance sheet, and pursuing a balanced deployment of cash flow.

•

As a result of W. P. Carey's strategic and operational performance during 2016, the Board was able to continue our practice of increasing quarterly dividends, while the executive team grew assets under management, increased funds from operations, as adjusted ("AFFO"), and improved our capital structure.

•

Also during the last year, we added 3 new directors and are reducing the size of the Board from 12 to 9. We believe our directors have the skills and expertise necessary to fulfill the Board's responsibilities for strategic oversight, succession planning, risk management and other fiduciary activities. We also believe that the Board and each Committee have an excellent balance of experienced directors and those who bring a fresh perspective. Our director biographies highlight the real estate and investment management expertise, the international insights, and the public company board and management experience brought to the Board. It also is worth noting that since our last Annual Meeting of Stockholders the average age of our Board has declined from 70 to 65 and the average tenure of our directors has declined from 8 years to 4 years.

•

As we were recruiting new directors and shrinking the size of our Board, we utilized direct input from Board members as well as feedback from an external review of the Board at the group and individual levels. Based on the feedback we received, we did the following:

-

Agreed on a target Board size, optimal mix of director qualifications, and a process for identifying and evaluating a diverse slate of prospective directors;



-

Eliminated the mandatory retirement age for directors, and agreed to review all directors on an annual basis and actively refresh the Board as appropriate;



-

Established a more formal orientation program for new Board members, and arranged education sessions for all Board members;



-

Amended our corporate governance policies to further limit over-boarding by our Directors, such that no exceptions are allowed;



-

Arranged the rotation and appointment of new committee chairs for the Audit, Compensation, and Nominating and Corporate Governance Committees;



-

Created a new Board-level Investment Committee, responsible for approving all on-balance sheet investments above a threshold size or criticality and on CPA® and Carey European Student Housing Fund 1, LP ("CESH") investments, as needed;



-

Eliminated the Finance & Strategic Planning Committee, making the entire Board responsible for critical strategic decisions; and



-

Completed a review of an Enterprise Risk Management ("ERM") analysis and allocated ERM oversight responsibility to Committees of the Board or the Board as a whole, as appropriate.

•

We also determined that it was good corporate governance to consider amending our Articles of Incorporation (the "Charter") and Bylaws to allow for proxy access and concurrent shareholder amendment of Bylaws, and to increase our stock ownership limitations to 9.8%. After outreach to our largest investors to confirm that our planned bylaw features conformed with expectations, we adopted the "3/3/20/20" structure for proxy access and have included a proposal to amend our Charter to allow for concurrent shareholder bylaw amendments and to increase our single-shareholder ownership in this Proxy Statement.

•

In order to ensure that we are working effectively for our shareholders, in addition to its normal oversight duties, our Board will continue practices utilized during 2016, including:

-

Periodic strategic reviews with management and external advisors;

-

Annual succession planning for key management positions necessary to execute our strategy;

-

Periodic reviews focused on risk management and fiduciary responsibilities;

-

Ongoing internal and external education sessions for the Board;

-

Annual reviews of Board performance;

-

Active recruitment and orientation of new directors, as needed; and

-

Outreach to our shareholders.

We hope that the above list gives you an indication of how focused our Board is on enhancing shareholder value. These are just some of our Board-level governance activities. Later in this document you can read about our corporate governance policies more generally.

We believe these provisions and actions demonstrate our commitment to protecting your interests energetically and wisely. We take our responsibility to deliver for you and our other stakeholders seriously; we do not ask lightly for your vote. As we ask for your vote, we should note that our directors are elected annually, subject to a majority voting requirement, and are led by an independent Chairman separate from our CEO. All members of the Board except the CEO are independent, and all members of the Board are committed to enhancing shareholder value.

Our Board members are diverse in talents, experiences and backgrounds but share track records of successful management and oversight of public and private companies. You can see this in the Board's professional biographical summaries and skills overview we provide. The Board recommends a vote FOR each of the nominees set forth on the following pages so we can continue along the path we have been actively pursuing.

Unless otherwise specified, proxies will be voted FOR the election of the named nominees, each of whom was recommended by the Nominating and Corporate Governance Committee and approved by the Board. Assuming the presence of a quorum at the Annual Meeting, the affirmative vote of a majority of the votes cast for a nominee by the shareholders present, in person or by proxy, is required to elect each nominee.

In addition to our standing committees, in January 2017 our Board formed an Investment Committee. Prior to that time, the Investment Committee was a committee of the Advisory Board of Carey Asset Management Corp. ("CAM"), an indirect wholly-owned subsidiary of the Company that provides advisory services to certain of the Company's managed funds, and reflected different membership. The new Investment Committee is responsible for approving W. P. Carey's

investments greater than $100 million to ensure that they satisfy our relevant investment criteria and to review all of its investments on a quarterly basis. The Investment Committee also reviews and approves investments made on behalf of the CPA® REITs and CESH. The Committee is chaired by Christopher J. Niehaus, with Peter J. Farrell, Axel A.K. Hansing, Jean Hoysradt, Richard D. Marston and Nick J.M. van Ommen serving as its members.

Board Member Term

Our Directors each hold office until the next annual meeting of stockholders except in the event of death, resignation, or removal. If a nominee is unavailable for election, the Board may reduce its size or designate a substitute. If a substitute is designated, proxies voting on the original nominee will be cast with regard to the substituted nominee. Currently, the Board is unaware of any circumstances that would result in a nominee being unavailable.

Board Meetings and Directors' Attendance

There were five regular meetings and five special meetings of the Board held in 2016, and each Director attended at least seventy-five percent of the aggregate of such meetings and of the meetings held during the year by the Committees of which he or she was a member. Under our Corporate Governance Guidelines, the Directors are required to make every effort to attend each Board meeting and applicable Committee meetings, except in unavoidable circumstances. Although there is no specific policy regarding Director attendance at meetings of stockholders, Directors are invited and encouraged to attend. Eleven of the then-serving Directors attended the Company's annual meeting of stockholders held on June 16, 2016 (the "2016 Annual Meeting"). In addition to Board and Committee meetings, our Directors also engage in informal group communications and discussions with the Non-Executive Chairman of the Board and the CEO, as well as with members of senior management regarding matters of interest.

Board Leadership Structure and Risk Oversight

Mr. Benjamin H. Griswold, IV has served as Non-Executive Chairman of the Board since January 2012. The primary responsibility of the Non-Executive Chairman is to preside over meetings of the Board of Directors as well as to preside over periodic executive sessions of the Board in which the CEO and/or other members of management do not participate. The Chairman is also responsible, together with members of the Company's senior management team, for establishing Board agendas and for working closely with the Company's CEO on the overall direction of the Company to enhance long-term shareholder value. The Board believes that, as a former Chairman of the Board of Alex. Brown & Sons, Mr. Griswold is well-suited to preside over both full and executive sessions of the Board and to fulfill the other duties of the Chairman.

The Company's CEO, Mark J. DeCesaris, is also a member of the Board of Directors. The Board considers the CEO's participation to be important in order to make information and insight about the Company's business and its operations directly available to the Directors in their deliberations.

Our Board of Directors has overall responsibility for risk oversight. The Board of Directors reviews and oversees our ERM program, which is a company-wide initiative that involves our senior management and other personnel acting in an integrated effort to identify, assess and manage risks that may affect our ability to execute our corporate strategy and fulfill our business objectives. These activities involve the identification, prioritization and assessment of a broad range of risks, including operational, financial, strategic, and compliance risks, and the formulation of plans to manage these risks and mitigate their effects.

As part of our ERM program, management provides periodic updates to our Board of Directors with respect to key risks and discusses appropriate risk response strategies. Throughout the year, the Board, and the Committees to which it has delegated responsibility, dedicates a portion of their meetings to discuss specific risk topics in greater detail. Strategic and operational risks are presented and discussed in the context of the CEO's report on operations to the Board of Directors at regularly scheduled meetings and at presentations to the Board of Directors and its Committees by management. Additionally, at least annually, our Audit Committee discusses with management and the Director of Internal Audit our significant financial risk exposures and steps that have been taken to monitor and control such exposures.

Our Compensation Committee reviews the risks related to our compensation policies and practices and assesses the impact to our risk profile, at least on an annual basis. Management, with the Compensation Committee, regularly reviews our compensation programs, including incentives that may create, and factors that may reduce, the likelihood of excessive risk taking in order to determine whether such programs present a significant risk to the Company.

Director Independence

As part of the Company's corporate governance practices, the Board has adopted Corporate Governance Guidelines, which among other things establish rules regarding the independence of directors. We refer to our Corporate Governance Guidelines in this Proxy Statement as the Guidelines. The Guidelines, which we believe meet or exceed the Listing Standards of the New York Stock Exchange (the "NYSE"), include the Company's definition of Independent Director. Pursuant to the Guidelines, the Board undertook its annual review of Director Independence in March 2017. During this review, the Board considered transactions and relationships between each Director and nominee or any member of his or her immediate family and W. P. Carey Inc. and its subsidiaries and affiliates, including those reported under Certain Relationships and Related Transactions below. The Board also examined

transactions and relationships between each Director and nominee or their affiliates and members of our senior management or their affiliates. As provided in the Guidelines, the purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the Director is independent.

The NYSE also requires that the Board of Directors determine whether a Director is "independent" for purposes of the NYSE Listing Standards. The Nominating and Corporate Governance Committee has asked each Director and nominee to specify in writing the nature of any relevant relationships such individual may have with the Company, including, but not limited to, any relationships that would specifically preclude a finding of "independence" under those Listing Standards. Upon review of these disclosures, the Board has affirmatively determined that none of the Directors or nominees noted as "independent" in this Proxy Statement has a material relationship with W. P. Carey that would interfere with his or her independence from the Company and its management.

As a result, the Board has affirmatively determined that Director Nominees Alexander, Farrell, Griswold, Hansing, Hoysradt, Marston, Niehaus and van Ommen are independent of the Company and its management under the standards set forth in the Guidelines, applicable federal laws, the rules of the Securities and Exchange Commission (the "SEC") and the NYSE's Listing Standards and for the purpose of serving on the relevant Board committees, where applicable. Mr. DeCesaris is considered to be an affiliated Director because of his current employment as an Executive Officer of W. P. Carey.

The Board has determined that none of the Directors who currently serve on the Compensation, Audit or Nominating and Corporate Governance Committees, or who served at any time during 2016 on such committees, has or had a relationship to W. P. Carey that may interfere with his or her independence from W. P. Carey and its management, and therefore, as required by applicable regulations, all such Directors were or are, as applicable, "independent" as defined in the NYSE Listing Standards and by the rules of the SEC.

Board Nominating Procedures

The Nominating and Corporate Governance Committee considers candidates for Board membership suggested by Board members, management, shareholders and outside advisors. A shareholder who wishes to recommend a prospective nominee for the Board should notify our Corporate Secretary or the Nominating and Corporate Governance Committee in writing with the information and in the time period required by our Bylaws, which is set forth in more detail in Shareholder Proposals and Other Communications with the Board.

Once a candidate has been recommended to the Corporate Secretary or Nominating and Corporate Governance Committee, there are a number of actions undertaken to complete a full evaluation of the candidate including the following:

•

Consider Board and Committee needs;

•

Gather information about the candidate's background and experience, which may include the assistance of an outside search firm;

•

If appropriate, conduct interviews by the Nominating and Corporate Governance Chair, Chairman of the Board and/or the CEO;

•

If appropriate, conduct additional interviews that may include some combination of, or all, members of the Nominating and Corporate Governance Committee, members of the Executive Committee, and members of the senior management team;

•

Complete an evaluation of candidate qualifications and Board needs by the full Nominating and Corporate Governance Committee, with a determination to be made regarding a recommendation to the Board; and

•

Discuss recommended nomination by the full Board, with a determination to be made regarding whether or not to move forward with the nomination.

Existing Board members are considered for nomination on an annual basis, by undertaking the following actions:

•

Annual performance review of the Board at the group and individual Director levels;

•

Discussion by Nominating and Corporate Governance Committee regarding nominations based on a review of Board needs and a Board performance review, with a recommendation to be made to the Board regarding nominations; and

•

Discussion by the Board regarding recommended nominations, with a determination to be made regarding the slate of Directors to be nominated in the Proxy Statement.

In considering new candidates and existing Board members for nomination to the Board, this year the Nominating

and Corporate Governance Committee and the Board evaluated the following:

•

Board and Committee needs in order to be able to fulfill responsibilities related to strategic oversight, succession planning, ERM and other fiduciary duties;

•

Succession planning at the Board and Committee levels;

•

Individual performance record on the Board;

•

Individual characteristics, including:

-

Operating experience at senior levels;

-

Public company experience;

-

Real estate and investment expertise;

-

Board experience;

-

Strategic thinking with long term view on value creation for shareholders;

-

Effective communication skills and secure decision-making skills;

-

Independence and absence of red flags; and

-

Diversity of backgrounds and expertise necessary at the Board and Committee levels.

During 2016, in addition to reviewing qualifications for all Board members, the Nominating and Corporate Governance Committee reviewed qualifications for 43 potential Board candidates. These candidates, who were recommended by current Board members, were diverse in terms of gender, race, professional backgrounds and perspectives that they could bring to the Board. After researching the candidates' work experiences and skill sets, we invited nine candidates to go through an interview process. As the Board evaluated the candidates who were qualified and available to fulfill Board duties, we determined that Mark A. Alexander, Peter J. Farrell and Christopher J. Niehaus had the experience and skill sets needed at the Board and Committee levels, and invited these three individuals to join the Board. All three individuals already have taken on leadership roles and shown their value to the Board in work they have done related to audit, compensation, investment, strategic and governance topics.

Our Board feels confident that each of the 9 individuals we have nominated have the experience and skill sets necessary to fulfill all Board and Committee responsibilities. We encourage you to review our Board accomplishments and biographies, and to vote for all 9 Board candidates.

Board Refreshment

In March 2017, the Board resolved to eliminate the mandatory retirement age for Board members, and instead make a commitment to actively refreshing the Board based on annual performance reviews and an evaluation of the skills and experience necessary to fulfill the Board's responsibilities to shareholders. We believe that we demonstrated our commitment to actively refreshing our Board during 2016, based on our recruitment of three extremely qualified new Directors, and reducing the size of our Board from 12 to 9 members as of the Annual Meeting.

Changes to Board Governance

In January 2015, the Board resolved to opt out of the provision of the Maryland Unsolicited Takeover Act that, absent such resolution, would have permitted the Board to unilaterally divide itself into classes without shareholder approval (commonly referred to as a "classified board"). Although the Company does not currently have a classified board, by opting out of this provision the Board cannot create a classified board in the future without shareholder approval.

In September 2015, we amended our Bylaws to include an exclusive forum provision that specifies the Circuit Court of Baltimore City, Maryland as the exclusive forum for shareholders to file derivative and other corporate law claims. The Board determined that adoption of this provision is in the best interests of the Company and its shareholders for a number of reasons, including, among others, the importance of preventing unnecessary diversion of corporate resources to address costly, wasteful and duplicative multi-forum litigation, facilitating increased consistency and predictability in litigation outcomes for the benefit of the Company and its shareholders and recent statutory developments and case law developments in other jurisdictions upholding the Board's authority to adopt such bylaws and their validity. Given that the Company is organized and incorporated under the laws of the State of Maryland, the Board believed that adopting this provision reduced the risk that Maryland General Corporation Law would be misapplied by a court in another jurisdiction and the risk of inconsistent outcomes when two similar cases proceed in different courts. In addition, the Circuit Court of Baltimore City offers a system of specialized courts to deal with corporate law questions, with streamlined procedures and processes that help provide relatively quick decisions. This accelerated schedule can limit the time, cost and uncertainty of protracted litigation for all parties. The Board also determined that the amendment preserved the ability of the Company to consent to an alternative forum and, importantly, preserves the ability of our shareholders to bring, subject to applicable law, the types of litigation addressed by the amendment.

This action by the Board was not taken in reaction to any specific litigation in which our Company had been involved; rather, it was taken to proactively prevent potential future harm to the Company and our shareholders. The Board was aware that certain proxy advisors, and even some institutional shareholders, take the view that they will not support an exclusive forum provision unless the Company adopting it can show it already has suffered material harm as a result of multiple shareholder suits filed in different jurisdictions regarding the same matter. Fortunately, we have not yet been faced with such a situation. Nonetheless, the Board was aware that multi-forum shareholder litigation is increasingly common and believed that it was prudent and in the best interest of our shareholders to take this preventive measure, and that the vast majority of our shareholders would appreciate the protection against unnecessary duplicative costs and the certainty and predictability of litigating in a Maryland court.

In January 2016, the Board amended our Bylaws to change the voting standard for the election of Directors in uncontested elections, from a plurality voting standard to a majority voting standard. Under this voting standard, each nominee is elected by a majority of the total votes cast with respect to such nominee by the shareholders present, in person or by proxy, at the meeting. However, a plurality voting standard will continue to apply if the number of nominees for election to the Board exceeds the number of Directors to be elected at that meeting and in certain other contested elections.

In order to aid with the implementation of the majority voting standard, the Board simultaneously updated the Company's Corporate Governance Guidelines to require incumbent Director nominees that do not receive a majority of the votes cast in uncontested elections to submit an offer of resignation in writing to the Board promptly after the certification of the election results. In such instances, the Nominating and Corporate Governance Committee of the Board will review and make a recommendation to the Board as to whether such resignation should be accepted or rejected within 90 days of the certification of the election results. The Company would then publicly disclose the Board's determination regarding any such tendered resignation and the rationale behind its decision in a Current Report on Form 8-K filed with the SEC. Our Corporate Governance Guidelines, which are further described under Director Independence above, can be found in the "Investor Relations" section of the W. P. Carey website, www.wpcarey.com.

Proxy Access

In March 2017, after conducting an extensive evaluation of best practices in corporate governance and outreach to several of our largest investors, the Board determined to amend the Company's Bylaws to allow for proxy access for shareholders. As described in our Form 8-K filed with the SEC on March 21,

2017, we adopted what we believe to be the most prevalent proxy access model, the so-called "3/3/20/20" structure, which generally enables a shareholder or a group of up to 20 shareholders who have held 3 percent of the Company's stock for 3 years to nominate up to 20 percent of the Board. The following is a summary of the provisions related to our new proxy access bylaw and is qualified in its entirety by reference to a complete set of our Bylaws:

Shareholders' Eligibility to Nominate

As amended, our Bylaws generally permit any shareholder or group of up to 20 shareholders who have maintained continuous qualifying ownership of at least 3% or more of the Company's outstanding common stock for at least the previous three years to include a specified number of director nominees in the Company's proxy materials for its annual meeting of stockholders.

Number of Shareholder-Nominated Candidates

The maximum number of shareholder-nominated candidates will be equal to the greater of: (a) two candidates or (b) 20% of the directors in office at the time of nomination. If the 20% calculation does not result in a whole number, the maximum number of shareholder-nominated candidates would be the closest whole number below 20%. Shareholder-nominated candidates that the Board of Directors determines to include in the proxy materials as Board-nominated candidates will be counted against the 20% maximum.

Calculation of Qualifying Ownership

As more fully described in our Bylaws, a nominating shareholder will be considered to own only the shares for which the shareholder possesses the full voting and investment rights and the full economic interest (including the opportunity for profit and risk of loss). Under this provision, borrowed or hedged shares do not count as "owned" shares. A shareholder will be deemed to "own" shares that have been loaned by or on behalf of the shareholder to another person if the shareholder has the right to recall such loaned shares, undertakes to recall, and does recall such loaned shares prior to the record date for the annual meeting and maintains qualifying ownership of such loaned shares through the date of the meeting.

Procedure for Selecting Candidates in the Event the Number of Nominees Exceeds 20%

If the number of shareholder-nominated candidates exceeds 20% of the directors in office, each nominating shareholder will select one shareholder-nominated candidate, beginning with the nominating shareholder with the largest qualifying ownership and proceeding through the list of nominating shareholders in descending order of qualifying ownership until

the permitted number of shareholder-nominated candidates is reached.

Nominating Procedure

In order to provide adequate time to assess shareholder-nominated candidates, requests to include shareholder-nominated candidates in the Company's proxy materials must be received no earlier than 150 days and no later than 120 days before the anniversary of the date that the Company mailed its proxy statement for the previous year's annual meeting of stockholders.

Information Required of All Nominating Shareholders

As more fully described in the Company's Bylaws, each shareholder seeking to include a director nominee in the Company's proxy materials is required to provide certain information, including:

•

Proof of qualifying stock ownership as of the date of the submission and the record date for the annual meeting, and an agreement to maintain qualifying ownership through the date of the meeting;

•

The shareholder's notice on Schedule 14N required to be filed with the SEC;

•

The written consent of the shareholder nominee to being named in the proxy statement and serving as a director, if elected; and

•

A completed director questionnaire signed by the nominee.

Nominating shareholders are also required to make certain representations and agreements regarding:

•

Lack of intent to effect a change of control;

•

Intent to maintain qualifying ownership through the date of the annual meeting;

•

Only participating in the solicitation of their nominee or Board of Director's nominees; and

•

Complying with solicitation rules and assuming liabilities related to indemnifying the Company against losses arising out of the nomination.

Information Required of All Shareholder Nominees

Each shareholder nominee is required to provide the representations and agreements required of all nominees for election as director, including certain items noted in our Bylaws that we believe are consistent with current market practice.

Disqualification of Shareholder Nominees

A shareholder nominee would not be eligible for inclusion in the Company's Proxy Statement under certain circumstances enumerated in our Bylaws, which we believe to be consistent with current market practice.

Supporting Statement

Nominating shareholders are permitted to include in the proxy statement a 500-word statement in support of their nominee(s). The Company may omit any information or statement that it believes would violate any applicable law or regulation.

Shareholder Bylaw Amendment (Proposal Five)

Also as part of our ongoing governance enhancements, we are proposing an amendment to our Charter to allow shareholders to amend our Bylaws. The proposed amendment is described in Proposal Five in this Proxy Statement and will become effective only if it is approved by the requisite vote of our shareholders. See Proposal Five on page 67.

Increase in Ownership Limitations (Proposal Six)

As part of its overall review of our corporate governance, our Board carefully considered the advantages and disadvantages of increasing the single-shareholder ownership limitation in our Charter from 7.9% to 9.8%. After weighing these considerations, and upon the recommendation of the Nominating and Corporate Governance Committee, the Board has concluded that such an increase has the potential to enhance our ability to attract increased equity investments from institutional investors without jeopardizing our ability to maintain our REIT status, and ultimately help grow long-term value for all shareholders. This proposed Charter amendment is described in Proposal Six of this Proxy Statement and will become effective only if it is approved by the requisite vote of our shareholders. See Proposal Six on page 68.

Certain Directors also receive compensation for serving as chairs of various committees. Mr. Griswold received $87,500 for serving as Non-Executive Chair during 2016; he was paid at a rate of $100,000 annually through June, when the rate was changed to $75,000 annually to reflect the appointment of Ms. VanDeWeghe as Vice Chair during the year. Ms. VanDeWeghe received a pro-rated amount of $20,000 for serving as Vice Chair since April 2016, at a rate of $40,000 annually, and a pro-rated amount of $5,000 for serving as Chair of the Nominating and Corporate Governance Committee since April 2016, when she succeeded the prior Chair, Dr. Marston, who received $5,000 for serving as Committee Chair through April 2016. Mr. Parente received $20,000 for serving as Chair of the Audit Committee. Mr. Mittelstaedt received the pro-rated amount of $11,250 for serving as Chair of the Compensation Committee through September 2016, at a rate of $15,000 annually. Dr. Marston also received the pro-rated amount of $3,750 for serving as Chair of the Finance & Strategic Planning Committee (which as noted above was disbanded in January 2017) since its establishment in April 2016 at a rate of $7,500 annually. Directors Coolidge, Hansing, Hoysradt, Marston and van Ommen each received an additional $20,000 for serving on the Investment Committee of the CAM Advisory Board,

while Dr. von Köller received a $15,000 pro-rated amount for such service, and Mr. Coolidge also received an additional $20,000 fee for serving as Chair of that Committee. Starting in 2017, Mr. Niehaus will receive $7,500 for serving as Chair of the new Investment Committee, although the remaining members will no longer receive any additional compensation for serving on that committee. Messrs. Farrell and Alexander began to receive their fees of $15,000 and $20,000 annually in 2017 for serving as Chairs of the Compensation and Audit Committees, respectively.

Mr. Mark J. DeCesaris was a Director during 2016, but because he became an officer of the Company on February 10, 2016, he did not receive any Director fees after that, having previously received a quarterly payment of $22,500. Mr. Trevor P. Bond, who served as our Chief Executive Officer until February 10, 2016, also served simultaneously as a Director and as such did not receive any Director fees. The compensation received by Messrs. DeCesaris and Bond as officers of the Company is discussed in the compensation tables for Executive Officers, which are presented later in this Proxy Statement.

(1)

Amounts reflect the aggregate grant date fair value calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("FASB ASC Topic 718") with respect to awards of 1,155 Director RSAs received, if any, in 2016. There were no option awards, non-equity incentive compensation, or nonqualified deferred compensation granted to the Non-Employee Directors during 2016. For these Directors, the grant date fair value of each Director RSA, computed in accordance with FASB ASC Topic 718, was $69.25 on July 1, 2016. The assumptions on which these valuations are based are set forth in Note 15 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 (the "2016 Form 10-K"). For Dr. von Köller and Mr. Mittelstaedt, these awards vested on the date they left the Board in September 2016 under the terms of the Director Plan. For Mr. Parente, this award and all Director RSUs held by him vested upon his death in November 2016.

(2)

Reflects dividends on the Stock Awards shown in the table during 2016, which were paid on October 15, 2016.

(3)

Messrs. Alexander and Niehaus joined the Board on September 21, 2016, after the date that the annual Director RSAs are granted, which is set at July 1 each year under the terms of the Director Plan. In order to address that timing issue, the Board of Directors determined that, if they remain on the Board at July 1, 2017, which is the date that the Director RSAs granted to all of the other Board members on July 1, 2016 will vest, Messrs. Alexander and Niehaus will receive a cash payment of $62,024, which is a pro-rated portion of the $80,000 value of the Director RSAs from the date that they joined the Board. This amount is not shown in the table above because it will not be earned until July 1, 2017. For 2016, they also received one quarter of the annual $90,000 Director cash retainer.

(4)

Mr. DeCesaris became the Company's Chief Executive Officer on February 10, 2016. As a result, he received one quarter of the $90,000 annual cash retainer for serving as Director through that date, but he did not receive the annual Director RSA award because he became the Company's CEO prior to the July 1, 2016 grant date for that award. For additional information on Mr. DeCesaris's compensation as an officer of the Company, see the Compensation Tables for Executive Officers presented later in this Proxy Statement.

Because we believe that a company's governance tone is set at the top, we are proud to report on the Board-level governance provisions that we added during the past year, many of which we believe you will recognize as best practices. They include:

•

During the last year, we engaged in a thoughtful and disciplined Board refreshment exercise that brought us 3 new Board members and are reducing the size of our Board from 12 to 9 people as of the Annual Meeting. We also reduced our average Board tenure from 8 years to 4 years and our average Board age from 70 to 65. This process included:

-

Hiring independent Board experts at The Miles Group to help us perform a Board evaluation and obtain feedback on Board effectiveness at both the group and individual Director levels.

-

A review of our succession planning for the Board as a whole and for each committee of the Board, including our commitment to identify and consider diverse candidates as part of Board searches;

-

A determination of our optimal Board size;

-

The decision to eliminate a mandatory retirement age for Directors, and to commit to actively review all Directors on an annual basis and refresh the Board as appropriate (as we did in 2016);

-

Additional provisions to limit over-boarding by our Directors; and

-

A refreshment of our Board committee structure and leadership to ensure that the Board is able to fulfill all of our responsibilities related to strategic oversight, executive succession planning, risk management, and general fiduciary responsibilities.

•

We determined that it was good corporate governance to consider amending our Charter and Bylaws to allow for proxy access and shareholder amendment of bylaws. After outreach to our largest investors to confirm that our planned bylaw features conformed with expectations, we adopted the 3/3/20/20 structure for proxy access and have included a proposal to amend our Charter to allow for shareholder bylaw amendments in this Proxy Statement.

•

We have also determined to include in this Proxy Statement a proposal to amend our Charter in order to increase our single-shareholder ownership limitation to 9.8%.

These actions added to our already well regarded governance profile. Critical components of our governance profile include:

•

A separation between our independent Board Chair and our CEO;

•

A Board comprised of all independent Directors except for the CEO;

•

The annual election of Directors;

•

Majority voting for Directors;

•

The absence of a poison pill;

•

A considered approach to executive compensation and reliance on a carefully constructed group of compensation peers;

•

Excellent internal pay parity, including a pay ratio between our CEO and next-most senior Named Executive Officer, or NEO, of less than two;

•

Sound compensation practices including an anti-hedging policy, a clawback provision, strong Director and executive stock ownership guidelines and a robust annual compensation risk assessment; and

•

A ranking as a governance "outperformer" by Sustainalytics, which put us at the 85^th percentile for governance among our peers including an "outperformer" designation for "board/management quality and integrity."

These governance provisions are supplemented by our Code of Ethics and provisions governing related party transactions, which are important elements of our overall approach to governance and are described below.

Code of Ethics

Our Code of Business Conduct and Ethics, which we refer to in this Proxy Statement as the Code of Ethics, sets forth the standards of business conduct and ethics applicable to all of our employees, including our Executive Officers and Directors. The Code of Ethics is available on the Company's website, www.wpcarey.com, in the "Investor Relations" section. We also intend to post amendments to or waivers from the Code of Ethics, to the extent applicable to our principal executive officer, principal financial officer and principal accounting officer, at this location on the website; however, no such amendments or waivers have been granted to date.

Certain Relationships and Related Transactions

Policies and Procedures with Respect to Related Party Transactions

The Executive Officers and Directors are committed to upholding the highest legal and ethical conduct in fulfilling their responsibilities and recognize that related party transactions can present a heightened risk of potential or actual conflicts of interest. Employees, officers and Directors have an obligation to act in the best interest of the Company and to put such interests at all times ahead of their own personal interests. In addition, all employees, officers and Directors of the Company should seek to avoid any action or interest that conflicts with or gives the appearance of a conflict with the Company's interests. According to the Code of Ethics, a conflict of interest occurs when a person's private economic or other interest conflicts with, is reasonably expected to conflict with, or may give the appearance of conflicting with, any interest of the Company. The following conflicts of interest are prohibited, and employees, officers and Directors of W. P. Carey must take all reasonable steps to detect, prevent, and eliminate such conflicts:

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Working in any capacity—including service on a board of directors or trustees, or on a committee thereof—for a competitor while employed by the Company.

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Competing with the Company for the purchase, sale or financing of property, services or other interests.

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Soliciting or accepting any personal benefit from a third party, including any competitor, customer or service provider, in exchange for any benefit from the Company. Applicable Company policies may permit the acceptance of gifts and entertainment from third parties, subject to certain limitations. Individuals are expected to adhere to these policies where applicable and in general to limit acceptance of benefits to those that are reasonable and customary in a business environment and that are not reasonably likely to improperly influence the individual.

Other conflicts of interest, while not prohibited in all cases, may be harmful to the Company and therefore must be

disclosed in accordance with the Code of Ethics. The Chief Ethics Officer of the Company or, in his or her absence, the Company's Chief Legal Officer, has primary authority and responsibility for the administration of the Code of Ethics subject to the oversight of the Nominating and Corporate Governance Committee or, in the case of accounting, internal accounting controls or auditing matters, the Audit Committee.

Transactions with Managed Programs

Through wholly-owned subsidiaries, W. P. Carey earns revenue as the advisor to the Managed Programs, its series of non-traded investment programs. The Company has also entered into certain transactions with the Managed Programs, such as the merger of Corporate Property Associates 16—Global Incorporated with and into us in January 2014 (the "CPA®:16 Merger"). For more information regarding these transactions and the fees received by the Company from the Managed Programs, see Notes 3 and 4 to the consolidated financial statements in the 2016 Form 10-K.

Certain Legal Proceedings

On March 18, 2008, the SEC filed a civil action against Mr. John J. Park, one of our current NEOs, in the United States District Court for the Southern District of New York, in connection with certain actions taken in his capacity as the Chief Financial Officer of our predecessor, W. P. Carey & Co. LLC. Without admitting or denying the allegations in the complaint, Mr. Park resolved the action by consenting to the entry of a judgment permanently enjoining him from violating various provisions of the federal securities laws. In addition, Mr. Park paid a civil penalty and was precluded from acting as an officer or director of a public company for a period of five years. Final judgment was entered by the court on March 19, 2008.

Reginald H. Winssinger Family Investments

Members of the family of Director Reginald H. Winssinger are co-investors with the Company in one of the Company's investments in France, which were consummated in 2001. These ownership interests were consummated at arms-length and are subject to substantially the same terms as all other ownership interests in the investment.

Our commitment to sustainability is largely demonstrated by how we manage our day-to-day activities in our corporate offices, including but not limited to our:

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Use of energy-saving and longer-lasting CFL and LED light bulbs

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Deployment of aerator adapters to help manage water flow

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Use of recycled paper where possible and active recycling of materials

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Recycling of cell phones and donation of used office equipment

Substantially all of our properties are net leased to our tenants, who are responsible for maintaining the buildings and are in control of their energy usage and environmental sustainability practices.

Wm. Polk Carey was an entrepreneur, a pioneer in global corporate finance and a philanthropist for more than six decades. His career can be defined by two core principles from which he founded W. P. Carey in 1973: Investing for the Long Run® and Doing Good While Doing Well®. He believed—as we do today—that our business by its very nature promotes prosperity, but he also believed that his responsibility did not end there.

In 1988, he established the W. P. Carey Foundation to support educational institutions and to promote business education,

with the larger goal of improving America's competitiveness in the world. As a result of its support, thousands of young people around the country and abroad have seen increased educational opportunities.

We continue to consider good corporate governance to include being a good corporate citizen. We believe that it is our responsibility to give back to our communities. We also believe that our ability to recruit and retain top talent, to be welcomed in our communities, and to withstand whatever vicissitudes inevitably come our way depend on our having established ourselves as being understanding of—and responsive to—the core values of the places in which we operate. We therefore have created and maintain a number of programs that showcase the Company and its people as good stewards of our communities and trustworthy colleagues, managers and citizens.

Our Carey Forward program was established in 2012 shortly after the passing of Wm. Polk Carey and was inspired by his generosity. We have continued growing the Carey Forward program by demonstrating a sustained enthusiasm for building and fostering productive relationships between our company and our communities. The program is funded by the Company and encourages employees to become involved in philanthropic and charitable activities, devote their time and resources to meaningful causes and initiatives, and bring to philanthropic and community organizations the same level of skill and excellence they devote to their professional responsibilities. Although the organizations and activities we support can vary, our focus is on enhancing and further improving our communities through youth development and education, hunger relief, healthcare, animal welfare, and arts and restoration. Through the program, employees bring the same qualities to our community as they do to their professional work: excellence, commitment and, perhaps most important, Doing Good While Doing Well®.

The health and wellness of our employees and their families are paramount and our comprehensive benefits package is designed to address the changing needs of employees and their dependents.

We focus on both the financial and physical well-being of our employees. To assist our employees with retirement planning, we have a company-sponsored profit sharing plan under which

the Company contributes 10% of an employee's total cash compensation, up to the annual IRS limitations, into the employee's retirement account, as well as an employee-funded 401(k) plan. We offer broad healthcare coverage, funded by the Company, and the Carey Fund, which provides an additional $2,000 per employee for medical expenses that are not covered by insurance. Our Carey Wellness program provides our employees with education and practical guidance on nutrition, stress management and general healthy living matters that they can apply both in and out of the office.

Our Executive Officers have been focused on creating value for our shareholders, with the following being key undertakings during 2016:

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Management undertook with the Board a full review of W. P. Carey's strategy and various alternatives to ensure that our business was thoroughly vetted and our strategy constitutes the best path to creating long-term shareholder value going forward.

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After his appointment in February 2016, our CEO, Mark DeCesaris, initiated a comprehensive business plan focused on six key priorities—growth, diversification, operational efficiency, balance sheet strength and flexibility, proactive asset management and transparency—with the long-term objective of improving the overall quality of our earnings.

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Growth—We acquired approximately $544 million of total investments at attractive capitalization rates and lease terms averaging 20 years.

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Diversification—Our owned real estate portfolio comprises more than 900 net lease properties and covers 88 million square feet net leased to 217 tenants, with an occupancy rate of 99.1%.

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Operational Efficiency—We initiated cost-cutting measures that resulted in sustainable savings of approximately $21 million in 2016 and will have ongoing positive impact on the Company going forward.

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Balance Sheet Strength and Flexibility—We continued to make significant progress in transitioning the Company to a more traditional REIT balance sheet by accessing both the equity and debt capital markets in 2016 and did so at attractive pricing.

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Proactive Asset Management—We selectively disposed of 33 properties and a parcel of land for a total of $636.1 million, addressed the vast majority of our near term lease renewals and extended our portfolio's weighted average lease term to 9.7 years.

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Transparency—We conducted more than 250 meetings with equity and fixed income investors in the U.S. and Europe.

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As a result of management's accomplishments, during 2016, we grew funds from operations, as adjusted, or AFFO, per diluted share to $5.12, representing an increase of 2.6% over the prior year. These results reflected our cost reduction initiatives, a growth in our asset management fees within our Investment Management business and lower interest expense, which were partially offset by lower structuring revenues from our Managed Programs.

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With a focus on paying stable dividends, during 2016 we raised our dividend to $3.93 per share, an increase of 2.6% compared to total dividends declared during 2015 of $3.83 per share. In keeping with our conservative approach, we maintained a payout ratio of 77% relative to AFFO on a full-year basis.

The Company believes that AFFO is a useful supplemental measure that assists investors to better understand the underlying performance of its business segments. AFFO does not represent net income or cash flow from operating activities that are computed in accordance with accounting principles generally accepted in the United States ("GAAP") and should not be considered an alternative to net income or cash flow from operating activities as an indicator of the Company's financial performance. This non-GAAP financial measure may not be comparable to similarly titled measures of other companies. Please refer to the Company's Current Report on Form 8-K filed with the SEC on February 23, 2017 for a reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measure in the Company's consolidated financial statements for the fiscal year ending December 31, 2016.

The Board and the Compensation Committee, which is responsible for designing and administering the Company's executive compensation program, value the opinions expressed by shareholders in their vote on this proposal and will review and consider the outcome of the vote when making future decisions on executive compensation.

At our annual meeting of stockholders held on June 19, 2014, the Board recommended, and stockholders voted, to hold this advisory vote, known as a "Say on Pay" vote, every year, with which the Board agreed. Accordingly, in this Proposal Two, stockholders are being asked to vote on the following resolution:

RESOLVED, that the shareholders of the Company approve, on an advisory basis, the compensation of the Company's Named Executive Officers, as disclosed pursuant to Item 402 of SEC Regulation S-K, including the Compensation Discussion and Analysis and the related compensation tables and narrative discussion in this Proxy Statement.

The Company's goal is to maintain an executive compensation program that fosters the short- and long-term goals of the Company and its shareholders. The Company seeks to accomplish this goal by motivating the Company's senior leadership group to achieve a high level of financial performance. The Company believes that its executive compensation program is designed to align executive pay with the Company's performance and to motivate management to make sound financial decisions that increase the value of the Company.

Assuming the presence of a quorum at the Annual Meeting, the affirmative vote of a majority of the votes cast by the stockholders, in person or by proxy, is necessary for approval of Proposal Two. However, as an advisory vote, Proposal Two is not binding upon the Board, the Compensation Committee, or the Company.