W. P. Carey Inc. (Form: 8-K, Received: 12/09/2016 16:29:33)

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): December 7, 2016
W. P. Carey Inc .
(Exact Name of Registrant as Specified in its Charter)

Maryland
(State or Other Jurisdiction of Incorporation)

	001-13779	45-4549771
	(Commission File Number)	(IRS Employer Identification No.)

	50 Rockefeller Plaza, New York, NY	10020
	(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 492-1100

(Former Name or Former Address, if Changed Since Last Report)

___________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 7, 2016, Mr. Thomas E. Zacharias, Managing Director and Chief Operating Officer of W. P. Carey Inc. (the “ Company ”), informed the Board of Directors of his decision to retire effective March 31, 2017. Mr. Zacharias joined the Company in April 2002 to lead its Asset Management Department and assumed the role of Chief Operating Officer in March 2005.

The Company does not intend to appoint a successor to the office of Chief Operating Officer and all responsibilities associated with that role will be reallocated to other members of the Company's management. In order to facilitate an orderly transition of Mr. Zacharias’ responsibilities, the Company entered into an agreement with him on December 7, 2016 (the “Transition Agreement”), the principal terms of which provide that: (i) following his resignation from the Company (including its affiliates and subsidiaries) on March 31, 2017, Mr. Zacharias will remain available for consultation, as reasonably requested by the Company, for a nine-month period (during which, he will be reimbursed for reasonable expenses, but will not receive any additional compensation); and (ii) Mr. Zacharias’ outstanding restricted stock units and performance share units will continue to vest pursuant to their terms as though his employment is continuing through their respective vesting dates.

The foregoing summary of the terms and conditions of the Transition Agreement is predicated upon Mr. Zacharias’ observance of certain restrictive covenants described in the Transition Agreement and is qualified in its entirety by reference to the full text of the Transition Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

On December 9, 2016, the Company issued a press release announcing Mr. Zacharias’ retirement, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.	Description
10.1	Transition Agreement, dated as of December 7, 2016, by and between W. P. Carey Inc. and Thomas E. Zacharias.
99.1	Press Release, dated December 9, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.



		W. P. Carey Inc.


Date:	December 9, 2016	By:	/s/ Susan C. Hyde
			Susan C. Hyde
			Managing Director and Corporate Secretary

Exhibit 10.1

December 1, 2016

PERSONAL & CONFIDENTIAL

Thomas E. Zacharias
[Address]

Dear Tom:

This letter sets forth our mutual understanding and agreement concerning your separation from employment with W. P. Carey Inc. and its affiliates (the “ Company ”).

1. You and the Company have mutually agreed that your employment with the Company will end effective as of the close of business on March 31, 2017 (the “ Separation Date ”). You agree and acknowledge that your employment with the Company is and remains at-will through your Separation Date. Notwithstanding the at-will nature of your employment, you hereby agree to continue performing your current duties in good faith through the Separation Date, including transitioning your work. At the next regular payroll date following your Separation Date, the Company will pay you for any earned but unpaid base salary as well as any accrued and unused vacation through the Separation Date. You hereby resign, effective as of the Separation Date, from all positions you hold with the Company, including each of its subsidiaries and affiliates, and agree to execute such documents as the Company shall reasonably request to evidence any such resignation.

2. The Company agrees that ( i ) all time-vesting restricted stock units and ( ii ) all performance share units previously granted to you that remain outstanding and unvested as of the Separation Date shall be payable to you as though you continued in employment through the date such units would otherwise have become vested in accordance with their terms. For the avoidance of doubt, this means that, ( x ) in respect of your outstanding performance share units, you will receive payment, if any, equal to the full amount that would otherwise have been paid to you at the end of the applicable three-year performance cycle based on the actual performance during such period had you remained employed until the end of such period and ( y ) in respect of your outstanding restricted stock units, you will receive payment at the date at which such units would have vested in the ordinary course, regardless of your Separation Date. The enhanced vesting terms set forth in this paragraph 2 are contingent upon your ( a ) remaining employed through the Separation Date, ( b ) executing, delivering, not revoking, and complying to the Company’s satisfaction with all of the terms of this letter agreement, ( c ) executing and delivering the release attached hereto as Exhibit A on or within seven (7)



Mr. Thomas E. Zacharias		December 1, 2016

days after your Separation Date, and ( d ) not revoking such release in accordance with its terms following its execution and delivery.

3. You agree to cooperate with the Company and to make yourself reasonably available to the Company (by telephone, email, or in-person, as the Company may reasonably request) for a period of nine (9) months following your Separation Date with respect to matters arising out of your employment with the Company or any other relationship with the Company, including to assist with an orderly transition of any of your responsibilities or projects, whether such matters are business-related, legal, or otherwise. The Company shall reimburse you for all out-of-pocket expenses reasonably incurred by you during such period in connection with such cooperation with the Company. Any such cooperation shall be scheduled so as to avoid unnecessarily interfering with any responsibilities that you may have to a subsequent employer or otherwise.

4. You agree that you shall not, directly or indirectly, for your own benefit or for the benefit of any other person or entity, solicit any business from or offer or provide any services to any trust or fund sponsored by the Company or to which the Company provides any asset management or other services, currently or in the future, including, but not limited to, Corporate Property Associates 17-Global Incorporated, Corporate Property Associates 18-Global Incorporated, Corporate Property Associates 19-Global Incorporated, Carey Watermark Investors Incorporated, Carey Watermark Investors Incorporated, Carey Watermark Investors 2 Incorporated, Carey Credit Income Fund or any of its feeder funds, and Carey European Student Housing Fund 1, L.P.. You agree and acknowledge that ( a ) the restriction contained in this in this paragraph 4 is necessary and appropriate for the protection of confidential information you acquired during your employment with the Company, ( b ) such restriction will not impose undue hardship or burden on you, and ( c ) any actual or threatened breach by you of such restriction would cause irreparable harm to the Company and entitle the Company to temporary, preliminary and permanent injunctive relief, in addition to whatever other remedies may be available. In addition, you acknowledge and agree that the Company shall be entitled to cancel and cease any enhanced vesting provided for in paragraph 2 of this letter agreement in the event of your breach of any of your obligations under this paragraph 4.

5. You agree not to make any statement (and not to cause any other person to make any statement), whether written or oral, which criticizes or is disparaging of the Company or which is intended to or could reasonably be expected to damage the business or reputation of the Company or any of its affiliates, officers, directors or employees. Nothing in this paragraph 5 shall be interpreted, however, to prevent you from making truthful statements in connection with any sworn testimony or communicating with any government agencies or otherwise participating in any investigation or proceeding that may be conducted by any government agency.



Mr. Thomas E. Zacharias		December 1, 2016

6. You hereby fully and generally release, discharge and covenant not to sue the Company, each of its current and former parents, subsidiaries, affiliates, predecessors and successors, and each of the foregoing entities’ respective officers, directors, shareholders, employees and representatives acting in their capacity as employees or representatives (the “ Company Releasees ”) with respect to any and all claims, demands, costs, rights, causes of action, complaints, losses, damages and all liability of whatever kind and nature, whether known or unknown, which you may have at the date you execute this letter agreement or had at any time prior thereto, including, but not limited to, any and all claims which may in any way arise out of or under, be connected with or relate to your employment at the Company, your activities at the Company, your separation from employment at the Company, or the conduct of any of the foregoing releasees.

Without limiting the generality of the foregoing, you expressly agree and acknowledge that this release includes, but is not limited to, any claim ( a ) based on any federal, state or local statute, including, but not limited to, any statute relating to employment, medical leave, retirement or disability, age, sex, pregnancy, race, national origin, sexual orientation or other form of discrimination, including, but not limited to, all claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Civil Rights Act of 1991, the Equal Pay Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974, the New York Human Rights Law; the New York City Human Rights Law; ( b ) for wrongful or retaliatory termination of any kind; ( c ) for fraud or fraud in the inducement; ( d ) for negligent misrepresentation; ( e ) relating to any implied or express contract, promise or agreement (whether oral or written); ( f ) for intentional or negligent infliction of emotional distress or harm, defamation or any other tort; ( g ) for additional compensation, severance pay or benefits of any kind; ( h ) for breach of fiduciary duty; ( i ) for attorneys’ fees or costs; or ( j ) for promissory estoppel (collectively, the “ Released Claims ”).

Notwithstanding the foregoing, any Released Claims shall not include any rights or claims that cannot be waived by law, including, but not limited to, the right to file a discrimination charge with an administrative agency or participate in any federal, state or local agency investigation; you do, however, agree to waive any right to recover money in connection with any such discrimination charge or discrimination-related investigation. This Release also does not release any claims you may have ( i ) to receive the benefit of the enhanced vesting terms specified in paragraph 2 of this letter agreement; ( ii ) under the express terms and conditions of any employee benefit plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (the “ ERISA Plan Benefits ”); or ( iii ) to be indemnified by the Company or any of its affiliates in respect of the provision of your services as an officer or employee of any such entity under the terms and conditions of any indemnification policy or arrangement established by such entity generally for the benefit of its officers and employees.



Mr. Thomas E. Zacharias		December 1, 2016

7. You hereby agree, acknowledge and affirm each of the following: ( a ) that you fully understand the terms and conditions stated in this letter agreement, and are executing this letter agreement with the intent to be legally bound thereby; ( b ) that you have been encouraged by representatives of the Company to have this letter agreement reviewed by legal counsel of your own choosing and that you have been given ample time to do so prior to signing it; ( c ) that you have had the opportunity to negotiate concerning the terms of the letter agreement; ( d ) that you knowingly and voluntarily waive your rights to consider this letter agreement for a full twenty-one (21) days; ( e ) that this letter agreement specifically applies to any rights or claims you may have against the Company or any party released herein under the federal Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621 et seq ., as amended (“ ADEA ”); ( f ) that notwithstanding anything in this letter agreement to the contrary, this letter agreement does not purport to waive rights or claims arising under ADEA that may arise from acts or events occurring after the date that this letter agreement is signed by you; and ( g ) that you have the right to revoke this letter agreement within seven (7) days following the date you execute this letter agreement. Any revocation of this letter agreement must be in writing and received by the Company by the close of business on the seventh (7 ^th ) day following your execution of this letter agreement and shall be delivered to Stacey L. Lamendola, W. P. Carey Inc., 50 Rockefeller Plaza, New York, New York 10020. Upon any revocation in accordance herewith, this Release will be rendered void and without effect and you shall not be entitled to the enhanced vesting terms set forth in paragraph 2 of the Letter Agreement.

8. This letter agreement represents the entire agreement between the parties as to the subject matters herein and supersedes all prior and contemporaneous understandings and agreements with respect thereto.

9. This letter agreement shall be binding upon and shall inure to the benefit of the parties hereto, their respective heirs, administrators, beneficiaries, representatives, executors, successors and assigns. This letter agreement may not be amended except by a writing signed by both parties. You agree and acknowledge that the benefits contained herein exceed, and are in full and final satisfaction of, any other benefits or consideration to which you may be entitled from the Company, any of its parents, subsidiaries, affiliates, predecessors or successors and any officers, directors, shareholders, employees or representatives of the foregoing.

10. Waiver by a party of any breach of any provision of this letter agreement by the other party shall not operate nor be construed as a waiver of any subsequent or other breach. No provision or breach of this letter agreement may be waived except by a written instrument signed by the party waiving such provision or breach, which states that such party is waiving such provision or breach.



Mr. Thomas E. Zacharias		December 1, 2016

If this letter completely and accurately reflects the agreement between you and the Company, please sign, date and return this letter to Stacey L. Lamendola, W. P. Carey Inc., 50 Rockefeller Plaza, New York, New York 10020.

The offer embodied in this letter will be formally withdrawn if you do not accept it by signing this letter and returning it to me on or before the close of business on December 8, 2016



		Very truly yours,

		/s/ Stacey L. Lamendola
		Stacey L. Lamendola

Accepted and Agreed to:

/s/ Thomas E. Zacharias
Thomas E. Zacharias

Dated: December 7, 2016

Exhibit A

FULL AND FINAL RELEASE

In consideration of, and as a condition to your entitlement to receive, the enhanced vesting provided under paragraph 2 of the letter agreement between you and W. P. Carey Inc. (the “ Company ”) dated as of December 7, 2016 (the “ Letter Agreement ”), you, Thomas E. Zacharias, hereby fully and generally release, discharge and covenant not to sue the Company, each of its current and former parents, subsidiaries, affiliates, predecessors and successors, and each of the foregoing entities’ respective officers, directors, shareholders, employees and representatives acting in their capacity as employees or representatives (the “ Company Releasees ”) with respect to any and all claims, demands, costs, rights, causes of action, complaints, losses, damages and all liability of whatever kind and nature, whether known or unknown, which you may have at the date you execute this Full and Final Release (the “ Release ”) or had at any time prior thereto, including, but not limited to, any and all claims which may in any way arise out of or under, be connected with or relate to your employment at the Company, your activities at the Company, your separation from employment at the Company, or the conduct of any of the foregoing releasees.

Without limiting the generality of the foregoing, you expressly agree and acknowledge that this release includes, but is not limited to, any claim ( a ) based on any federal, state or local statute, including, but not limited to, any statute relating to employment, medical leave, retirement or disability, age, sex, pregnancy, race, national origin, sexual orientation or other form of discrimination, including, but not limited to, all claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Civil Rights Act of 1991, the Equal Pay Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974, the New York Human Rights Law; the New York City Human Rights Law; ( b ) for wrongful or retaliatory termination of any kind; ( c ) for fraud or fraud in the inducement; ( d ) for negligent misrepresentation; ( e ) relating to any implied or express contract, promise or agreement (whether oral or written); ( f ) for intentional or negligent infliction of emotional distress or harm, defamation or any other tort; ( g ) for additional compensation, severance pay or benefits of any kind; ( h ) for breach of fiduciary duty; ( i ) for attorneys’ fees or costs; or ( j ) for promissory estoppel (collectively, the “ Released Claims ”).

Notwithstanding the foregoing, any Released Claims shall not include any rights or claims that cannot be waived by law, including, but not limited to, the right to file a discrimination charge with an administrative agency or participate in any federal, state or local agency investigation; you do, however, agree to waive any right to recover money in connection with any such discrimination charge or related investigation. This Release also does not release any claims you may have ( i ) to receive the benefit of the enh

anced vesting terms specified in paragraph 2 of the Letter Agreement; ( ii ) under the express terms and conditions of any employee benefit plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (the “ ERISA Plan Benefits ”); or ( iii ) to be indemnified by the Company or any of its affiliates in respect of the provision of your services as an officer or employee of any such entity under the terms and conditions of any indemnification policy or arrangement established by such entity generally for the benefit of its officer and employees.

You hereby agree, acknowledge and affirm each of the following: ( a ) that you have received all compensation, wages, and/or benefits to which you may be entitled through the Separation Date specified in the Letter Agreement; ( b ) that you are not entitled to any further compensation, benefits or monies from the Company, except for the benefits specifically provided for under the express terms of the Letter Agreement or that may otherwise be available to you in respect of the ERISA Plan Benefits; ( c ) that you have been granted any leave to which you may have been entitled under the Family and Medical Leave Act or any similar state or local leave or disability accommodation law; ( d ) that you have no known workplace injuries or occupational diseases; and ( e ) that you have not been retaliated against for reporting any allegations of fraud or other wrongdoing.

You further hereby agree, acknowledge and affirm each of the following: ( a ) that you fully understand the terms and conditions stated in this Release, and are executing this Release with the intent to be legally bound; ( b ) that you have been encouraged by representatives of the Company to have this Release reviewed by legal counsel of your own choosing and that you have been given ample time to do so prior to signing it; ( c ) that you have had the opportunity to negotiate concerning the terms of the Letter Agreement and this Release; ( d ) that you knowingly and voluntarily waive your rights to consider this Release for a full twenty-one (21) days; ( e ) that this Release specifically applies to any rights or claims you may have against the Company or any party released herein under the federal Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621 et seq ., as amended (“ ADEA ”); ( f ) that notwithstanding anything in this Release to the contrary, this Release does not purport to waive rights or claims arising under ADEA that may arise from acts or events occurring after the date that this Release is signed by you; and ( g ) that you have the right to revoke this Release within seven (7) days following the date you execute this Release. Any revocation of this Release must be in writing and received by the Company by the close of business on the seventh (7 ^th ) day following your execution of this Release and shall be delivered to Stacey L. Lamendola, W. P. Carey Inc., 50 Rockefeller Plaza, New York, New York 10020. Upon any revocation in accordance herewith, this Release will be rendered void and without effect and you shall not be entitled to the enhanced vesting terms set forth in paragraph 2 of the Letter Agreement.

This release shall be governed by and construed in accordance with the laws of the State of New York, applicable to contracts made and entirely to be performed therein.



			Thomas E. Zacharias





Dated:

Exhibit 99.1

Institutional Investors:
Peter Sands
W. P. Carey Inc.
212-492-1110
institutionalir@wpcarey.com

Press Contact:

Guy Lawrence

Ross & Lawrence

212-308-3333

gblawrence@rosslawpr.com

W. P. Carey Chief Operating Officer and Head of Asset Management to Retire from Firm

NEW YORK – December 9, 2016 – W. P. Carey Inc. (NYSE: WPC), an internally-managed net lease real estate investment trust, announced today that its Chief Operating Officer and Head of Asset Management, Thomas Zacharias, has informed the Company that he will retire from the Company effective March 31, 2017. Mr. Zacharias will remain a consultant for the balance of 2017.

Brooks Gordon will be promoted to Head of Asset Management upon Mr. Zacharias’ departure. Mr. Gordon joined W. P. Carey in 2006 and was promoted to Director in 2010 and to Managing Director in 2014. Most recently, he oversaw the North American Asset Management team, which is responsible for all transaction activity including dispositions, refinancings and releasing activity. Mr. Gordon earned his B.A. in Economics from Johns Hopkins University, with a finance concentration. Mr. Gordon will report directly to Jason Fox, W. P. Carey’s President and Head of Global Investments.

Mark J. DeCesaris, W. P. Carey’s Chief Executive Officer, said, "Tom has been part of the fabric of W. P. Carey for more than 15 years. I can’t thank him enough for his many contributions, his passion and leadership, and for his friendship over the years. One of Tom’s greatest successes is the development of a very talented Asset Management team, and I am confident in Brooks’ ability to lead that team."

"It has been wonderful to be a part of W. P. Carey’s growth and evolution for the past 15 years," Mr. Zacharias said. "While it is never easy to step away from a job you love, I know this is the right time and I am looking forward to working with Brooks as he transitions into this leadership role."

W. P. Carey Inc.

W. P. Carey Inc. is a leading internally-managed net lease REIT that provides long-term sale-leaseback and build-to-suit financing solutions primarily for companies in the U.S. and Europe. At September 30, 2016, the Company had an enterprise value of approximately $11.0 billion. In addition to its owned portfolio of diversified global real estate, W. P. Carey manages a series of non-traded publicly registered investment programs with assets under management of approximately $12.2 billion. Its corporate finance-focused credit and real estate underwriting process is a constant that has been successfully leveraged across a wide variety of industries and property types. Furthermore, its portfolio of long-term leases with creditworthy tenants has an established history of generating stable cash flows, enabling it to deliver consistent and rising dividend income to investors for over four decades.
www.wpcarey.com

This press release contains forward-looking statements within the meaning of U.S. Federal securities laws. The comments of Messrs. DeCesaris and Zacharias are examples of forward looking statements. A number of factors could cause W. P. Carey's actual results, performance or achievement to differ materially from those anticipated. For further information on factors that could impact W. P. Carey, reference is made to its filings with the U.S. Securities and Exchange Commission.