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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 18, 2024 (March 14, 2024)
W. P. Carey Inc.
(Exact Name of Registrant as Specified in its Charter)
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| Maryland | 001-13779 | 45-4549771 |
| (State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| One Manhattan West, 395 9th Avenue, 58th Floor | | |
| New York, | New York | | 10001 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 492-1100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.001 Par Value | | WPC | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of March 14, 2024, Rhonda O. Gass, age 60, was elected to the Board of Directors of W. P. Carey Inc. (the “Company”). Ms. Gass will be eligible to participate in the Company’s standard non-employee director compensation program on a prorated basis, including being eligible to receive an annual cash retainer and an annual grant of restricted stock under the W. P. Carey Inc. 2017 Share Incentive Plan, as described further in the Company’s proxy statement for its 2023 annual meeting of stockholders, which was filed with the Securities and Exchange Commission on April 6, 2023. There are no other understandings or arrangements between Ms. Gass or any other person and the Company or any of its subsidiaries pursuant to which Ms. Gass was appointed to serve as a director. There are no transactions between Ms. Gass or any of her immediate family members and the Company or any of its subsidiaries that would be required to be reported under Item 404(a) of Regulation S-K. Ms. Gass was appointed to the Audit Committee of the Board of Directors of the Company.
On March 18, 2024, the Company issued a press release announcing the election of Ms. Gass to the Board of Directors. A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 — Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | | Description |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | | W. P. Carey Inc. |
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| Date: | March 18, 2024 | By: | /s/ Susan C. Hyde |
| | | Susan C. Hyde |
| | | Chief Administrative Officer |
W. P. Carey Appoints Rhonda Gass to Board of Directors
Brings 30+ Years of Technology Experience to WPC Board
New York – March 18, 2024 – W. P. Carey Inc. (W. P. Carey, NYSE: WPC), a net lease real estate investment trust, today announced the appointment of Rhonda Gass to its Board of Directors, effective immediately. Ms. Gass will serve as a member of the Audit Committee and brings more than 30 years of experience in technological transformation, cybersecurity and digital risk management.
Jason Fox, Chief Executive Officer and Board Member at W. P. Carey, said: “We are thrilled to welcome Rhonda to W. P. Carey’s Board of Directors. Rhonda has a unique combination of proven business experience and leadership, as well as unparalleled IT and digital expertise, which will add invaluable perspective to the already broad skill set of our Board.”
In her current role as Global Chief Information Officer at Stanley Black & Decker, a Fortune 500 manufacturer and a worldwide leader in Tools and Outdoor, Ms. Gass is responsible for driving a strategic agenda to equip the company’s businesses with the digital, data and collaboration capabilities required to grow in the global marketplace. She also leads cybersecurity and digital risk management for all technologies across the company. Prior to Stanley Black & Decker, she was a Vice President at Dell, where she served for over a decade in positions of increasing scope and responsibility.
As a global business leader, Ms. Gass has extensive board advisory experience. She is currently a member of the Board of Directors of Flowers Foods, Inc., where she serves on both the Finance and Audit Committees. Additionally, she is on the Technology Business Management Council; serves on the HCL Customer Advisory Board; and is a member of the Manufacturers Alliance for Productivity and Innovation Information Systems Management Council. She is also active in the communities in which she resides and recently served on the Board of Trustees for the Connecticut Science Center.
Ms. Gass was recently included on the 2022 Forbes CIO Next list, which recognizes 50 top technology leaders who are redefining the CIO role and driving game-changing innovation.
Rhonda Gass, said: “I am delighted to join W. P. Carey’s Board of Directors. I believe my unique experiences and expertise nicely complement the Board’s current capabilities and look forward to supporting the long-term growth of the company.”
With Ms. Gass’s appointment, W. P. Carey’s Board of Directors currently comprises 11 members, four of whom are female.
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W. P. Carey Inc.
W. P. Carey ranks among the largest net lease REITs with a well-diversified portfolio of high-quality, operationally critical commercial real estate, which includes 1,424 net lease properties covering approximately 173 million square feet and a portfolio of 89 self-storage operating properties as of December 31, 2023. With offices in New York, London, Amsterdam and Dallas, the company remains focused on investing primarily in single-tenant, industrial, warehouse and retail properties located in the U.S. and Northern and Western Europe, under long-term net leases with built-in rent escalations.
www.wpcarey.com
Institutional Investors:
Peter Sands
1 (212) 492-1110
institutionalir@wpcarey.com
Individual Investors:
W. P. Carey Inc.
1 (212) 492-8920
ir@wpcarey.com
Press Contact:
Anna McGrath
1 (212) 492-1166
amcgrath@wpcarey.com
