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

•

As a result of W. P. Carey's strategic and operational performance during 2017, the Board was able to continue our practice of increasing quarterly dividends, while the executive team increased adjusted funds from operations ("AFFO"), and continued to improve our capital structure.

•

Also during the last year, we continued our Board refreshment process, with three directors leaving the Board in June 2017 and Mark J. DeCesaris, who also retired as our Chief Executive Officer ("CEO"), leaving the Board at year-end. Jason E. Fox succeeded Mr. DeCesaris as CEO and as a Board member on January 1, 2018. In addition, Margaret G. Lewis joined our Board in September 2017, and in March 2018, Robert J. Flanagan joined the Board in replacement of one of our current directors, Richard C. Marston, who is not standing for re-election at the Annual Meeting in June 2018. 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 expertise, the international insights, and the public company board and management experience brought to the Board.

•

In refreshing 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 took the following steps during 2017:

-

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

-

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

-

Created a new Board-level Investment Committee, responsible for approving all on-balance sheet investments above a threshold size or criticality and investments for three of our managed programs, Corporate Property Associates 17–Global Incorporated ("CPA:17–Global"), Corporate Property Associates 18–Global Incorporated ("CPA:18–Global" and together with CPA:17–Global, the "CPA REITs") and Carey European Student Housing Fund I, L.P. ("CESH"), as needed.

•

In order to ensure that we are working effectively for our shareholders, in addition to our normal oversight duties, we will continue our practices of:

-

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 believe these provisions and actions demonstrate our commitment to protecting your interests as shareholders. 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. 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.

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 Director Attendance

There were five regular meetings and five special meetings of the Board held in 2017, 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, except for Ms. Lewis, who joined the Board in September 2017 and attended 4 of 6 meetings during her tenure in 2017. 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 15, 2017 (the "2017 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. Griswold 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. In January 2018, the Board determined, upon the recommendation of the Nominating and Corporate Governance Committee, to appoint Mr. Niehaus as Non-Executive Vice Chairman of the Board. The primary responsibility of the Vice Chairman is to preside over meetings of the Board in the absence of the Chairman. The Chairman and Vice Chairman are also responsible, together with members of our senior management team, for establishing Board agendas and for working closely with our 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 Board also believes that Mr. Niehaus is well-qualified for the role of Vice Chairman given the depth of his experience and his previous role as Vice Chairman of Morgan Stanley Real Estate.

Our CEO, Mr. Fox, 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 Enterprise Risk Management ("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, including cybersecurity risks, 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 our 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 2018. During this review, the Board considered any transactions and relationships between each director and nominee or any member of his or her immediate family and W. P. Carey and its subsidiaries and affiliates, including those reported under Certain Relationships and Related Transactions below. The Board also examined any 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, Flanagan, Griswold, Hansing, Hoysradt, Lewis, 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. Fox is considered to be an affiliated director because of his current employment as CEO 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 2017 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 Refreshment

In March 2017, the Board resolved to eliminate the mandatory retirement age for Board members and instead made 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. Currently, the average tenure of our Directors is less than four years. We believe that we continued to demonstrate our commitment to actively refreshing our Board during 2017 and into 2018.

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" in the Corporate Governance section of this Proxy Statement.

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.

Since the 2017 Annual Meeting, in addition to reviewing qualifications for all Board members, the Nominating and Corporate Governance Committee determined that Margaret G. Lewis and Robert J. Flanagan had the experience and skill sets needed at the Board and

Committee levels and invited them to join the Board in September 2017 and March 2018, respectively.

Our Board feels confident that each of the ten 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 10 Board nominees.

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 our 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% of our stock for 3 years to nominate up to 20 percent of the Board. The following is a summary of the provisions related to our 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 our outstanding Common Stock for at least the previous 3 years to include a specified number of director nominees in the Company's proxy materials for our 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 proxy materials must be received no earlier than 150 days and no later than 120 days before the anniversary of the date that we mailed the proxy statement for the previous year's annual meeting of stockholders.

Information Required of All Nominating Shareholders

As more fully described in our Bylaws, each shareholder seeking to include a director nominee in the 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, including with regard to:

•

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 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). We may omit any information or statement that we believe would violate any applicable law or regulation.

Shareholder Bylaw Amendment

In June 2017, our shareholders approved an amendment, recommended by our Board, to our Charter to allow shareholders to amend our Bylaws. The Board of Directors has always had the power to adopt, alter or repeal any provision of our Bylaws and to make new Bylaws. As a result of this Charter amendment, shareholders may now also alter or repeal any provision of our Bylaws and adopt new Bylaws with the approval of at least a majority of all votes entitled to be cast on the matter.

Increase in Ownership Limitation

Early last year, 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 concluded that such an increase could enhance our ability to attract increased equity investments from institutional investors without jeopardizing our ability to maintain our REIT status, ultimately helping to grow long-term value for all shareholders, and therefore proposed amending the Charter. As a result, in June 2017, our shareholders approved increasing the limitation to 9.8%.

During 2017, certain directors received compensation for serving on various committees. Mr. Griswold received $75,000 for serving as Non-Executive Chairman during 2017. Mr. Alexander received $20,000 for serving as Chair of the Audit Committee. Mr. Farrell received $15,000 for serving as Chair of the Compensation Committee. Directors Hansing, Hoysradt, Marston and van Ommen each received a pro-rated fee of $5,000 for serving on the Investment Committee of the CAM Advisory Board (the "CAM Committee"), and Mr. Nathaniel S. Coolidge, a former Director who did not stand for re-election at the 2017 Annual Meeting, received that fee as well as an additional pro-rated fee of $10,000 for serving as the Chair of that Committee, which was disbanded during 2017. Mr. Niehaus received a pro-rated fee of $7,500 for serving as Chair of the Nominating and Corporate Governance Committee since early 2017, at a rate of $10,000 annually, and a pro-rated fee of $5,625 for serving as Chair of the Investment Committee of the Board that was formed after the CAM

Committee was disbanded, at a rate of $7,500 annually. Starting in 2018, Mr. Niehaus will receive a fee of $40,000 annually for serving as Non-Executive Vice Chairman of the Board. Ms. Mary M. VanDeWeghe, a former Director who did not stand for re-election at the 2017 Annual Meeting, received a pro-rated fee of $20,000 in 2017 for serving as Vice Chair of the Board, and a pro-rated fee of $2,500 for serving as Chair of the Nominating and Corporate Governance Committee, during a portion of 2017. Dr. Marston also received a pro-rated fee of $1,875 for serving as Chair of the Finance & Strategic Planning Committee, which was disbanded early in 2017.

Mr. DeCesaris did not receive any director fees during 2017. The compensation received by Mr. DeCesaris as an officer 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 1,188 Director RSAs received, if any, in 2017 (except for Ms. Lewis, who received a pro-rated grant of RSAs when she joined the Board in September 2017, totaling 882 RSAs). There were no option awards, non-equity incentive compensation, or nonqualified deferred compensation granted to the Non-Employee Directors during 2017. For all directors except Ms. Lewis, the grant date fair value of each Director RSA, computed in accordance with FASB ASC Topic 718, was $67.35 on July 3, 2017. The grant date fair value of Ms. Lewis's pro-rated award was $68.01 on October 3, 2017. The assumptions on which these valuations are based are set forth in Note 14 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017 (the "2017 Form 10-K").

(2)

The total does not reflect dividends paid on the Stock Awards shown in the table during 2017 because the dividends are reflected in the grant date fair values of the awards shown in the Stock Awards column.

(3)

The amounts shown for Messrs. Alexander and Niehaus include a $62,024 cash award earned on July 1, 2017. Because they joined the Board on September 21, 2016, which was after the date that the annual Director RSAs were granted (July 1) under the terms of the W. P. Carey 2009 Non-Employee Directors' Incentive Plan, the Board of Directors determined that, if they remained on the Board at July 1, 2017, which was the date that the Director RSAs granted to all of the other Board members vested, Messrs. Alexander and Niehaus would receive the cash payment of $62,024. This amount represents the pro-rated portion of the $80,000 value of the Director RSAs from the date that Messrs. Alexander and Niehaus joined the Board. That amount was not included in the 2016 Director Compensation Table, as it was not earned in 2016.

(4)

Messrs. Coolidge and Winssinger and Ms. VanDeWeghe did not stand for re-election at our 2017 Annual Meeting, and as such, only served as directors for a portion of 2017.

(5)

Ms. Lewis became a Director on September 28, 2017.

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, many of which are recognized as best practices. They include:

•

During 2016, we engaged in a thoughtful and disciplined Board refreshment exercise that brought us new Board members. In 2017, we continued those efforts adding one new independent Board member, while three independent directors left the Board in June. This reduced our Board size from 12 to 10. In March 2018, we added a new independent Director to replace one of our current directors, who is not standing for re-election. As a result, we have reduced our average Board tenure from 8 years to 3.7 years over that period.

•

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 we amended our Charter to allow for shareholder Bylaw amendments, which was approved by our shareholders at the 2017 Annual Meeting.

•

We determined to amend our Charter in order to increase our single-shareholder ownership limitation to 9.8%, which was also approved at the 2017 Annual Meeting.

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

•

A separation between our independent Board Chairman 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 NEO of less than two;

•

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

•

A commitment to identify and consider diverse candidates as part of Board searches; and

•

A limitation on over-boarding by our directors.

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

Shareholder Proposals

The date by which shareholder proposals must be received by W. P. Carey for inclusion in proxy materials relating to our annual meeting to be held in 2019 (the "2019 Annual Meeting") is December 10, 2018, and any such proposals must meet the other requirements of Rule 14a-8 under the Exchange Act.

In order for proposals submitted outside of Rule 14a-8 to be considered at the 2019 Annual Meeting, shareholder proposals, including shareholder nominations for director, must comply with the advance notice and eligibility requirements contained in the Bylaws. The Bylaws provide that shareholders are required to give advance notice to W. P. Carey of any business to be brought by a shareholder before an annual stockholders' meeting. For business to be properly brought before an annual meeting by a shareholder, the shareholder must give timely written notice thereof to the Secretary of W. P. Carey at the principal executive offices of the Company. In order to be timely, a shareholder's notice must be delivered not later than 5:00 p.m. Eastern Time on the 120^th day prior to the first anniversary of the date of mailing of the notice for the preceding year's annual meeting of shareholders nor earlier than the 150^th day prior to the first anniversary of such mailing. Therefore, any shareholder proposals, including nominations for directors, submitted outside of Rule 14a-8 to

be voted on at the 2019 Annual Meeting must be received by W. P. Carey not earlier than November 10, 2018 and not later than December 10, 2018. However, in the event that the date of the 2019 Annual Meeting is advanced or delayed by more than 30 days from the anniversary date of the Annual Meeting, for notice by the shareholder to be timely it must be delivered not earlier than the 150^th day prior to the date of such annual meeting date and not later than 5:00 p.m. Eastern Time on the later of the 120^th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such annual meeting is first made by W. P. Carey. Such proposals and nominations must be made in accordance with, and include the information required to be set forth by, the Bylaws. An untimely or incomplete proposal or nomination may be excluded from consideration at the 2019 Annual Meeting.

A copy of our Bylaws is available upon request. Such requests and any shareholder proposals should be sent to Susan C. Hyde, Corporate Secretary, W. P. Carey Inc., 50 Rockefeller Plaza, New York, NY 10020. These procedures apply to any matter that a shareholder wishes to raise at any annual meeting, including those matters raised other than pursuant to Rule 14a-8. A shareholder proposal that does not meet the requirements summarized above or listed in the Bylaws will be considered untimely, and any proxy solicited by W. P. Carey may confer discretionary authority to vote on such proposal.

Other Communications with the Board

Shareholders and other interested persons who wish to send communications on any topic to the Board, the Non-Executive Chairman of the Board, or the Independent Directors as a group may do so by writing to the Non-Executive Chairman of the Board, W. P. Carey Inc., 50 Rockefeller Plaza, New York, NY 10020. The Nominating and Corporate Governance Committee has approved a process for handling communications to the Board in which, absent unusual circumstances or as contemplated by Committee charters, and subject to any required assistance or advice from legal counsel, Ms. Hyde is responsible for monitoring communications and for providing copies or summaries of such communications to the directors as she considers appropriate. The Board will give appropriate attention to written communications that are submitted and will respond if and as appropriate.

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 our website, www.wpcarey.com, in the "Investor Relations—Corporate Governance" 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.

It is our policy to comply with all applicable laws and adhere to the highest level of ethical conduct, including international anti-bribery laws, such as the U.S. Foreign Corrupt Practices Act, United Kingdom Bribery Act and similar laws in other jurisdictions. In that regard, we have adopted an Anti-Bribery and Foreign Corrupt Practices Act Policy that is posted on our employee portal and periodically distributed to appropriate personnel, and we ensure compliance with that policy by monitoring our activities abroad and through periodic employee training. It is important that all of our business activities reflect our commitment to a culture of honesty and accountability.

Certain Relationships and Related Transactions

Policies and Procedures with Respect to Related Party Transactions

Our 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 W. P. Carey and to put such interests at all times ahead of their own personal interests. In addition, all of our employees, officers and directors 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 W. P. Carey. The following conflicts of interest are prohibited, and each employee, officer and director must take all reasonable steps to detect, prevent, and eliminate such conflicts:

•

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

•

Competing with W. P. Carey for the purchase, sale or financing of property, services or other interests.

•

Soliciting or accepting any personal benefit from a third party, including any competitor, customer or service provider, in exchange for any benefit from W. P. Carey. Applicable 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 W. P. Carey and therefore must be disclosed in accordance with the Code of Ethics. Our Chief Ethics Officer or, in his or her absence, our General

Counsel, 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, we earn revenue as the advisor to the Managed Programs. We have also entered into certain transactions with the Managed Programs, such as co-investments. For more information regarding these transactions and the fees received by W. P. Carey from the Managed Programs, see Note 3 to the consolidated financial statements in the 2017 Form 10-K.

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:

•

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

•

Deployment of aerator adapters to help manage water flow;

•

Use of recycled paper where possible and active recycling of materials;

•

Recycling of cell phones and donation of used office equipment; and

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Use of ENERGY STAR certified desktop and laptop computers, monitors and printers.

Substantially all of our properties are net leased to our tenants on a triple-net basis, whereby they are responsible for maintaining the buildings and are in control of their energy usage and environmental sustainability practices.

We have taken steps to further involve our tenants in our sustainability initiatives and have an outreach program to educate and encourage them to employ responsible energy, water, and waste management practices and to introduce opportunities where W. P. Carey can help finance property-level sustainability solutions.

In evaluating new investments, we include an environmental assessment of the properties we underwrite as part of our analysis to understand sustainability practices and performance and to ensure the properties we acquire meet environmental standards.

In 1988, Wm. Polk Carey established the W. P. Carey Foundation with a primary mission 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 and 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 having established ourselves as being understanding of and responsive to the core values of the places in which we operate. As good stewards of our communities, W. P. Carey and the W. P. Carey Foundation continue to support educational programs as well as hospitals, museums and other community organizations. In addition, to continue Bill Carey's mission to encourage personal generosity, in the spirit of "Doing Good While Doing Well," the W. P. Carey Foundation supports the philanthropic activities of the W. P. Carey community by matching certain charitable contributions made by W. P. Carey employees and directors.

Carey Forward

Our Carey Forward program was established in 2012 shortly after the passing of Bill 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, 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 the financial, physical and mental well-being of our employees. We offer broad healthcare coverage, fully 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. We offer paid primary- and secondary-caregiver leave and, through our healthcare provider, an Employee Assistance Plan through which employees can access counseling, legal and financial planning referrals, caregiver referrals, fitness management and education resources. Launched in 2016, 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.

We believe that it is critical to consider the financial welfare of our employees beyond their working years. To assist our employees with retirement planning, we have a company-sponsored profit sharing plan under which we contribute 10% of an employee's total cash compensation, up to the annual limitations set by the Internal Revenue Service, into the employee's retirement account. Additionally, we offer both an employee-funded 401(k) plan and Roth 401(k) plan.

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We made investments totaling $95.9 million, including $64.0 million of completed capital projects, during 2017. As of year-end, we had committed to fund eight capital investment projects related to both existing assets and new build-to-suit transactions for a total of $148.1 million, of which $35.7 million was funded during 2017. In aggregate, these investments are expected to generate additional lease revenues, increase criticality, add to lease term and enhance the overall quality of our portfolio. The size and composition of our portfolio, in conjunction with our strong tenant relationships, enables us to source a significant pool of investments internally, which have become a more meaningful part of our overall investment activity.

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We disposed of 18 properties and a parcel of land for a total of $191.6 million, maintaining a weighted average lease term for our portfolio of almost 10 years.

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We continued to execute on our commitment to maintain a strong and flexible balance sheet resulting in manageable near-term debt maturities, limited exposure to variable rate debt, and a lower cost of debt.

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In keeping with our long-term strategy of focusing exclusively on net lease investing for our balance sheet, we exited all non-traded retail fundraising activities in June 2017, simplifying our business and reducing our cost base, which has resulted in sustainable savings.

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We grew AFFO, which we consider to be a key supplemental financial measure⁽¹⁾, to $5.30 per share, representing an increase of 3.5% over the prior year. We also declared dividends totaling $4.01 per share during 2017, an increase of 2.0% compared to total dividends declared during 2016 of $3.93 per share. In keeping with our conservative approach, we maintained a payout ratio of 76% relative to AFFO on a full-year basis.

The Board and the Compensation Committee, which is responsible for designing and administering W. P. Carey'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, shareholders are being asked to vote on the following resolution:

RESOLVED, that the shareholders of W. P. Carey 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.

Our goal is to maintain an executive compensation program that fosters the short- and long-term goals of the company and its shareholders. We seek to accomplish this goal by motivating our senior leadership group to achieve a high level of financial performance. We believe that our executive compensation program is designed to align executive pay with 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 W. P. Carey.

2017 Business Highlights

In addition to the framework set by these principles, the Compensation Committee considered a number of factors in determining 2017 compensation levels for the NEOs to help ensure alignment with the Company's performance in 2017. Among these factors were:

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The Company's financial and market performance compared to prior years;

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Performance against predefined objectives as set forth in the Company's 2017 business plan;

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Performance versus a peer group of companies as well as the REIT industry generally, the broader economic environment, and the strategic goals and challenges faced by the Company in 2017.

Material quantitative performance factors that the Compensation Committee considered in making 2017 compensation decisions were:

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Total shareholder return – The Compensation Committee focused particularly on TSR performance. Over the past 1-, 3-, 5-, and 10-year periods the Company delivered 23.9%, 5.8%, 12.2%, and 14.6% returns, on a compounded, annualized basis, respectively. Further, as shown in the graph below, the Company outperformed the MSCI US REIT Index in each period, although it did underperform the S&P 500 Index and the Russell 2000 Index in the 3- and 5-year periods. As discussed under Long-Term Incentive Awards below, TSR performance, in addition to being factored into 2017 compensation decisions, also directly impacts the payout of outstanding performance share units, or PSUs, granted in prior years because TSR relative to the MSCI US REIT Index is one of the two performance metrics utilized to determine the payout level of those performance-based awards.

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AFFO Growth – The Committee also focused on AFFO, a supplemental financial measure (see the footnote on page 28 for important information about this non-GAAP metric). As a result of management's accomplishments, during 2017 the Company grew AFFO to $573.0 million from $547.7 million in 2016, an increase of 4.6%, and AFFO per diluted share to $5.30, representing an increase of 3.5% over the prior year. These results reflected lower

interest expense, lower general and administrative expenses, a lower provision for income taxes, and higher asset management fees within its Investment Management business, which more than offset lower lease revenues from its owned portfolio and lower structuring revenues from the Managed Programs.

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Dividends – With a focus on paying stable dividends, during 2017 the Company declared dividends totaling $4.01 per share, an increase of 2.0% compared to total dividends declared during 2016 of $3.93 per share. In

keeping with its conservative approach, the Company maintained a payout ratio of 76% relative to AFFO on a full year basis.