| | By Order of the Board of Directors
Susan C. Hyde
Chief Administrative Officer and Corporate Secretary - *
- As part of our effort to maintain a safe and healthy environment at our annual meeting, we are closely monitoring the coronavirus (COVID-19) and are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments may impose. For that reason, we are planning for the possibility that we may have to reconsider the date, time, location and/or means of convening the annual meeting, including the possibility of holding the annual meeting solely by means of remote communication. If we take any or all of these steps, we will do so in advance and details of how to participate will be available on our website atwww.cpa18global.com and filed with the Securities and Exchange Commission as additional soliciting material.
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| | | INTERNET | | PHONE | | MAIL | | IN PERSON | | | SUSAN C. HYDE
Managing Director Whether or not you attend, it is important that your shares be represented and Secretaryvoted at the Annual Meeting.
| You may vote your shares by using the telephone or through the Internet, as described in the enclosed proxy card. You may also vote your shares by marking your votes on the enclosed proxy card, signing and dating it, and mailing it in the business reply envelope provided. If you attend the Annual Meeting, you may withdraw your previously submitted proxy and vote in person. | Important Notice Regarding Availability of Proxy Materials For the 2020 Annual Meeting of Shareholders to Be Held on June 10, 2020: | This Proxy Statement and the Annual Report to Shareholders are available atwww.proxyvote.com. |
It is important that your shares be represented and voted at the Annual Meeting, whether or not you attend the Annual Meeting. You may authorize your proxy by marking your votes on the enclosed proxy card, signing and dating it, and mailing it in the business reply envelope provided. You may also authorize your proxy by telephone or on the Internet by following the instructions on the enclosed proxy card. If you attend the Annual Meeting, you may withdraw your proxy and vote in person.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 15, 2016:
This Proxy Statement and our Annual Report to stockholders are available at www.proxyvote.com.
Table of Contents
TABLE OF CONTENTS
Table of Contents CORPORATE PROPERTY ASSOCIATES 18 – GLOBAL INCORPORATED
PROXY STATEMENT
APRIL 27, 201628, 2020
QUESTIONS & ANSWERS
The accompanying proxy is solicited by the Board of Directors of Corporate Property Associates CPA:18 – Global, Incorporated, a Maryland corporation, for use at its 2016 annual meeting of stockholders (the "Annual Meeting")2020 Annual Meeting to be held on June 15, 201610, 2020 at 50 Rockefeller Plaza, New York, New York, 10020 at 12:00 p.m. local time, or any postponement or adjournment thereof. As used herein, "CPA®:"CPA:18 – Global," the "Company," "we" and "us" refer to Corporate Property Associates 18 – Global Incorporated. Who is soliciting my proxy? The Board of Directors of CPA®:CPA:18 – Global is sending you this Proxy Statement and enclosed proxy card. Who is entitled to vote at the Annual Meeting? Stockholders of record of CPA®:CPA:18 – Global as of the close of business on April 13, 20169, 2020 (the "record date""Record Date") are entitled to vote at the Annual Meeting or at any postponement or adjournment of the Annual Meeting. How many shares may vote? At the close of business on the record date, CPA®:Record Date, CPA:18 – Global had 104,197,245117,627,430 Class A shares outstanding and 29,658,61132,263,611 Class C shares outstanding, all of which were entitled to vote. Every stockholder of both Class A and Class C shares is entitled to one vote for each share held. How do I vote? You may vote your shares by either by attending the Annual Meeting or by authorizing a proxy by mail, by telephone or on the Internet. To authorize a proxy, sign and date the enclosed proxy card and return it in the enclosed envelope, or follow the instructions on the enclosed proxy card for authorizing your proxy by telephone or on the Internet. If you return your proxy card by mail but fail to mark your voting preference, your shares will be voted FOR each of the nominees listed in Proposal One and FOR the ratification of the appointment of our independent registered public accounting firm in Proposal Two, and in the discretion of the proxy holders if any other matter properly comes before the meeting. We suggest that you return a proxy card even if you plan to attend the Annual Meeting. May I revoke my proxy? Yes, you may revoke your proxy at any time before the meeting by notifying CPA®:CPA:18 – Global's Chief Administrative Officer and Corporate Secretary, Susan C. Hyde, in writing or submitting a new proxy card, or by voting in person at the Annual Meeting. The mailing address of CPA®:CPA:18 – Global is 50 Rockefeller Plaza, New York, New York 10020. You should mail your notice of revocation of proxy to that address.
Table of Contents
Will my vote make a difference? Yes. Your vote is needed to ensure that the proposals can be acted upon. Because we are a widely held company,Company,YOUR VOTE IS VERY IMPORTANT! Your immediate response will help avoid potential delays and may save us significant additional expenses associated with soliciting stockholder votes. What is a quorum? A quorum is the presence, either in person or by proxy, of stockholders entitled to cast at least 50%a majority of all the votes entitled to be cast at the meeting. There must be a quorum for the meeting to be held. In accordance with Maryland law, abstentions, withholds and broker non-votes are counted for the purposes of determining the presence or absence of a quorum for the transaction of business. The election inspectors will treat abstentions and broker non-votes as unvoted forFor purposes of determining the approval of any matter submitted to the stockholders for a vote.vote, however, the election inspectors will treat abstentions and broker non-votes as unvoted. Proxy Statement and Notice of 2020 Annual Meeting | 1
Table of Contents What vote is needed to approve the election of each of the nominees as Director and the ratification of the appointment of the independent registered public accounting firm? The affirmative vote of the holders of a majority of our shares, present in person or by proxy, at a duly called meeting of stockholders duly called and at which a quorum is present is required to elect a Director. Each share may be voted for as many individuals as there are Directors to be elected. No stockholder shall have the right to cumulative votes. The ratification of PricewaterhouseCoopers LLP's appointment requires Similarly, the affirmative vote of a majority of the votes cast by shares present in person or represented by proxy at the Annual Meeting a quorum being present. is required to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2020. Unless otherwise required by our Charter or by Maryland law, other proposalsmatters properly submitted for approval by the stockholders must receive the affirmative vote of a majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present.the Annual Meeting. How is my vote counted? If you properly execute a proxy card in the accompanying form and if we receive it prior to voting at the Annual Meeting, the shares that the proxy represents will be voted in the manner specified on the proxy card. If no specification is made, the shares will be voted FOR the nominees for Director in Proposal One, FOR the ratification of the appointment of our independent registered public accounting firm in Proposal Two and as recommended by ourthe Board of Directors with regard to all other matters in its discretion. Votes cast by proxy or in person at the Annual Meeting will be tabulated by the election inspectors appointed for the Annual Meeting, who will determine whether or not a quorum is present. How will voting on stockholder proposals be conducted? We do not know of other matters that are likely to be brought before the Annual Meeting. However, if any other matters properly come before the Annual Meeting, your signed proxy card gives authority to the persons named therein to vote your shares on those matters in accordance with their discretion. Who will pay the cost for this proxy solicitation and how much will it cost? CPA®:CPA:18 – Global will pay the cost of preparing, assembling and mailing this Proxy Statement, the Notice of Meeting and the enclosed proxy card. In addition to the solicitation of proxies by mail, we may utilize some of the officers and employees of our advisor and affiliate, Carey Asset Management Corp., and/or its affiliates (who will receive no compensation in addition to their regular salaries), to solicit proxies personally and by telephone. We intend to retain a solicitation firm, Broadridge Investor Communications Solutions, Inc., to assist in the solicitation of proxies for a fee estimated to be up to $30,000,$25,000, plus out-of-pocket expenses. We may requestask banks, brokers, and other custodians, nominees and fiduciaries to forward copies of the Proxy Statement to their principals and to request authority for the execution of proxies, and will reimburse such persons for their expenses in so doing.
2 | Proxy Statement and Notice of 2020 Annual Meeting
Table of Contents
PROPOSAL ONE
ELECTION OF DIRECTORS
Proposal One: Election of Directors |
At the Annual Meeting, you and the other stockholders will elect fivethree Directors, each to hold office until the next Annual Meeting of stockholders and until his or her successor is duly elected and qualifies, except in the event of death, resignation or removal. If a nominee is unavailable for election, the Board of Directors may reduce its size or designate a substitute. If a substitute is designated, proxies voting on the original nominee will be cast for the substituted nominee. No circumstances are presently known that would render the nominees unavailable. Each of the nominees is currently a member of the Board of Directors. The Board recommends a voteFOR each of the nominees. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES FOR ELECTION AS DIRECTOR.
NOMINATING PROCEDURES
CPA®:CPA:18 – Global's Board of Directors has not designated a separate nominating committee. The Board of Directors does not believe that a separate nominating committee is necessary because the full Board of Directors develops and reviews background information for all candidates for the Board of Directors, including those recommended by stockholders. Pursuant to our Charter, the Independent Directors act together to evaluate and nominate other Independent Directors. If there are no Independent Directors at a particular time, then Independent Directors shall be nominated by the full Board of Directors.
Any stockholders entitled to vote at any regular or special meeting of stockholders may recommend Director candidates for inclusion by the Board of Directors in the slate of nominees that the Board of Directors recommends to stockholders for election. The qualifications of recommended candidates will be reviewed by the Board of Directors. If the Board of Directors determines to nominate a stockholder-recommended candidate and recommends his or her election as a Director by the stockholders, his or her name will be included in the Proxy Statement and proxy card for the stockholder meeting at which his or her election is recommended. Assuming that appropriate biographical and background material is provided for Director candidates recommended by stockholders, the Board of Directors will evaluate those candidates by following substantially the same process, and applying substantially the same criteria, as for candidates submitted by members of the Board of Directors or by other persons. The process followed by the Board of Directors to identify and evaluate candidates includes requests to Board of Directors members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates by members of the Board of Directors. The Board of Directors is authorized to retain advisors and consultants to aid them in such processes and to compensate them for their services. The Board of Directors did not retain any such advisor or consultant for 2015.during 2019. In considering whether to recommend any candidate for inclusion in the Board of Directors' slate of recommended Director nominees, including candidates recommended by stockholders, the Board of Directors will apply the criteria set forth in our Charter and will also consider the candidate's integrity, business acumen, age, experience, diligence, potential conflicts of interest and the ability to act in the interests of all stockholders. The Board of Directors does not assign specific weights to particular criteria and no particular criterion is Proxy Statement and Notice of 2020 Annual Meeting | 3
Table of Contents Proposal One: Election of Directors |
necessarily applicable to all prospective nominees. While we do not have a formal diversity policy, we believe that the backgrounds and qualifications of the Directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the Board of Directors to fulfill its responsibilities.
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Stockholders may nominate individuals for election to the Board of Directors by complying with the notice procedures set forth in our Bylaws. Please see the section titled "Stockholder Communications" in this Proxy Statement for a description of the notice procedures and the address to which such notice should be sent. The nominating stockholder's notice must set forth, as to each individual whom the stockholder proposes to nominate for election or re-election as a Director: - •
- the name, age, business address and residence address of such individual;
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- the class, series and number of any shares of
CPA®:CPA:18 – Global stock that are beneficially owned by such individual;
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- the date such shares were acquired and the investment intent of such acquisition; and
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- all other information relating to such individual that is required to be disclosed in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to
Securities and Exchange Commission ("SEC") Regulation 14A (or any successor provision) underof the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder (including such individual's written consent to being named in the proxy statement as a nominee and to serving as a director if elected).
Also, the stockholder giving notice must provide: - •
- as to such stockholder and any Stockholder Associated
Person*,Person:* the class, series and number of all shares of CPA®:CPA:18 – Global stock that are owned, by such stockholderif
any; and by such Stockholder Associated Person, if any and the nominee holder for, and number of, shares are owned beneficially, but not of record, by such stockholderthe nominee holder and by any such Stockholder Associated Person;
number of shares owned;
- •
- as to such stockholder and any Stockholder Associated Person, the name and address of such stockholder, as they appear on
CPA®:CPA:18 – Global's stock ledgerledger; and the current name and address, if different, of such Stockholder Associated Person; and
- •
- to the extent known by such stockholder, the name and address of any other stockholder supporting the nominee for election or re-election as a Director.
The Board of Directors may require any proposed nominee to furnish such other information as may reasonably be required by CPA®:CPA:18 – Global or the Board of Directors to determine the eligibility of such proposed nominee to serve as a Director. The Board of Directors will consider a recommendation only if appropriate biographical information and background material is provided on a timely basis. The chairman of the meeting of stockholders held for purposes of voting on the proposed nominee's election shall, if the facts warrant, determine and declare to the stockholders at such meeting that a nomination was not made in accordance with the foregoing procedures. If the chairman should so determine, he or she shall declareprocedures and that thesuch defective nomination shall be disregarded.
*"Stockholder Associated Person" of any stockholder means: (i) any person controlling, directly or indirectly, or acting in concert with, such stockholder; (ii) any beneficial owner of shares of CPA®:18 – Global stock owned of record or beneficially by such stockholder; and (iii) any person controlling, controlled by or under common control with such Stockholder Associated Person.
Table of Contents
Nominees for the Board of Directors |
NOMINEES FOR THE BOARD OF DIRECTORS
Unless otherwise specified, proxies will be voted FOR the election of the named nominees. Detailed biographical and other information on each nominee for election to the Board of Directors is provided below. Following each nominee's biographical information, we have provided information concerning the particular attributes, experience and/or skills that have led the Board of Directors to determine that each nominee should serve as a Director. - *
- "Stockholder Associated Person" of any stockholder means: (i) any person controlling, directly or indirectly, or acting in concert with, such stockholder; (ii) any beneficial owner of shares of CPA:18 — Global stock owned of record or beneficially by such stockholder; and (iii) any person controlling, controlled by or under common control with such Stockholder Associated Person.
4 MARK J. DECESARIS
|Age: 57
DIRECTOR Since: 2016 Proxy Statement and Notice of 2020 Annual Meeting
Mr. DeCesaris has served as Chief Executive Officer and President of the Company and of Corporate Property Associates 17 – Global Incorporated ("CPA®:17 – Global" and, together with CPA®:18 – Global, the "CPA® REITs") since February 2016 and as a Director of each since March 2016. The CPA® REITs are publicly-owned, non-listed real estate investment trusts ("REITs") sponsored by W. P. Carey Inc. ("WPC"), the parent company of our advisor. Mr. DeCesaris has also served as Chief Executive Officer and a Director of WPC since February 2016 and July 2012, respectively, and as Chairman and a Director, since April 2016, of Carey Watermark Investors Incorporated ("CWI 1") and Carey Watermark Investors 2 Incorporated ("CWI 2"), which are also publicly owned, non-listed REITs sponsored by WPC. He has also served as Chief Executive Officer of Carey Credit Income Fund ("CCIF"), Carey Credit Income Fund – I ("CCIF – I") and Carey Credit Income Fund 2016 T ("CCIF 2016 T") since February 2016 and has served on the Board of Trustees of each since March 2016. Mr. DeCesaris had served as Chief Financial Officer of WPC and CPA®:17 – Global from July 2010 to March 2013, of CPA®:18 – Global from September 2012 to March 2013 and of CWI 1 from March 2008 to March 2013. Before joining WPC, from March 2003 to December 2004, Mr. DeCesaris was Executive Vice President for Southern Union Company, a natural gas energy company publicly traded on the New York Stock Exchange, where he oversaw the integration of acquisitions and developed and implemented a shared service organization to reduce annual operating costs. From August 1999 to March 2003, he was Senior Vice President for Penn Millers Insurance Company, a property and casualty insurance company, where he served as President and Chief Operating Officer of Penn Software, a subsidiary of Penn Millers Insurance. From October 1994 to August 1999, he was President and Chief Executive Officer of System One Solutions, a business consulting firm that he founded. He started his career with Coopers & Lybrand in Philadelphia, earning his Certified Public Accountant license in 1983. Mr. DeCesaris graduated from King's College with a B.S. in Accounting and a B.S. in Information Technology. He currently serves on the Boards of King's College since October 1999, the Denver Mile High Youth Corps since August 2013, Petroleum Service Co. since January 2009, and Mountain Productions, Inc. since June 2012. He is a member of the American Institute of Certified Public Accountants. As the Company's former Chief Financial Officer, Mr. DeCesaris brings to the Board a deep understanding of our business as well as his extensive knowledge of accounting matters generally and, as our Chief Executive Officer, Mr. DeCesaris makes information and insight about the Company's business directly available to the Directors in their deliberations.
MARSHALL E. BLUMETable of Contents
| Nominees for the Board of Directors |
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JASON E.
FOXAge: 47 Director
Since 2018 |
|
Mr. Fox has served as Chief Executive Officer, President and a Director of the Company since January 2018. Since that same date, he has also served as Chief Executive Officer and a Director of W. P. Carey Inc. ("WPC"), the parent company of our advisor. He has also served as a Director of Watermark Lodging Trust, Inc. ("WLT"), a publicly owned, non-listed real estate investment trust since April 2020. He also served as Chairman and Director of Carey Watermark Investors Incorporated ("CWI 1") and Carey Watermark Investors 2 Incorporated ("CWI 2"), each a publicly owned, non-listed real estate investment trust advised by subsidiaries of WPC, until their merger in April 2020 and subsequent renaming as WLT. Mr. Fox also served as Chief Executive Officer, President and a Director of Corporate Property Associates 17 – Global Incorporated ("CPA:17 – Global") from January 2018 until its merger with WPC in October 2018. Mr. Fox brings to the Board of Directors over 17 years of business and investment experience, having been responsible, most recently as Head of Global Investments for WPC, for sourcing, negotiating and structuring acquisitions on behalf of WPC and its managed programs since joining WPC in 2002. He has a deep understanding of the Company's business and its investment strategies. Mr. Fox received his B.S. in Civil Engineering and Environmental Science from the University of Notre Dame and his M.B.A. from Harvard Business School. As our Chief Executive Officer, overseeing both the investment and asset management activities of the Company, Mr. Fox is able to provide information and insight about the Company's business directly to the Directors in their deliberations. | | | | |
ELIZABETH P.
MUNSON*Age: 63 Director
Since 2013 |
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Ms. Munson has served as an Independent Director and a member of the Audit Committee since April 2013 and as Non-Executive Chairman of the Board of Directors since May 2013. Ms. Munson also served as a Director of CPA:17 – Global from October 2007 until its merger with WPC in October 2018, as well as for other prior Corporate Property Associates ("CPA") programs beginning in April 2002. Ms. Munson is the Chairman of the Board and President of Rockefeller Trust Company, N.A. and President of, and a Director of, The Rockefeller Trust Company (Delaware), having joined those companies in June 2001. Ms. Munson is also a member of the Executive Team of Rockefeller Capital Management. Prior to joining Rockefeller, she was a partner in the Private Clients Group of the law firm White & Case LLP from January 1993 to June 2001 and an associate at White & Case LLP from October 1983 to December 1992. Ms. Munson is Chair of the Board of Directors of Lenox Hill Neighborhood House; a member of the Board of Directors, Vice President and Secretary of Sheltering Arms Children and Family Services, Inc.; and a member of the Board of Directors of the Cancer Schmancer Foundation. Ms. Munson received her B.A. from Yale College, her J.D. from Harvard Law School and an LL.M (Taxation) from New York University School of Law. Ms. Munson's qualifications for service on our Board include her executive experience with a leading investment and wealth management firm, her prior legal experience and her involvement in several charitable organizations. |
- *
- Independent Director
Proxy Statement and Notice of 2020 Annual Meeting *
|Age: 75
Director Since: 2013 5
Dr. Blume serves as an Independent Director and as a member of the Audit Committee of the Board of Directors. He has also served as an Independent Director and as a member of the Audit Committee of the Board of Directors of CPA®:17 – Global since June 2008. Dr. Blume had also served in the same capacities with CPA®:16 – Global from June 2011 to January 2014, Corporate Property Associates 15 Incorporated ("CPA®:15") from June 2011 to September 2012, and Corporate Property
Table of Contents Nominees for the Board of Directors |
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RICHARD J.
Pinola*Age: 74 Director
Since 2013 |
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Mr. Pinola has served as an Independent Director and Chairman of our Audit Committee since April 2013. Mr. Pinola also served as a Director of CPA:17 – Global from July 2010 until its merger with WPC in October 2018 (including as Chairman of the Audit Committee since March 2014 and as Non-Executive Chairman of the Board since December 2017), as well as for other prior CPA programs beginning in July 2006. Mr. Pinola served as a Director (commencing 1990), Chief Executive Officer (commencing 1992) and Chairman (commencing 1994) of Right Management Consultants through 2004, when it was purchased by Manpower Inc. Prior to joining Right Management Consultants, Mr. Pinola was President and Chief Operating Officer of Penn Mutual Life Insurance Company, an $8 billion diversified financial services firm. He was also a certified public accountant with PriceWaterhouse & Co. (now PricewaterhouseCoopers LLP). Mr. Pinola served as a Director of Bankrate.com from June 2011 to October 2017, having previously served in that capacity from October 2004 to September 2009. He is also on the Boards of the Visiting Nurses Association and King's College. Additionally, Mr. Pinola is a Co-Founder and Principal of Fortuna Capital Advisors, an independent investment advisory firm founded in 2008, and has served on the board of directors of GWR Medical, Inc. since January 2019. He has also served on the boards of directors of the American Lung Association, Janney Montgomery Scott LLC, the Life Office Management Association and the Horsham Clinic. Mr. Pinola was the Founder and Director of The Living Wills Archive Company and a Founder and board member of the Mutual Association for Professional Services. Mr. Pinola received his B.S. in Accounting from King's College. Mr. Pinola's qualifications for service on our Board include his extensive executive experience, his knowledge of accounting and his involvement in several charitable organizations. |
Associates 14 Incorporated ("CPA®:14") from April 2007 to May 2011. Dr. Blume
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- Independent Director
6 | Proxy Statement and Notice of 2020 Annual Meeting
Table of Contents | | | | | | |
JASON E.
FOXAge: 47 Director
Since 2018 |
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Mr. Fox became an executive officer when he became our CEO and President on January 1, 2018. Since he is also a Board member, his biography appears on page 5 in Proposal One: Election of Directors. |
TONIANN
SANZONEAge: 43 |
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Ms. Sanzone has served as Chief Financial Officer of the Company since December 2019 and also from October 2016 to March 2017, having previously served as Chief Accounting Officer from August 2015 to January 2017. She was appointed Chief Financial Officer of W. P. Carey in February 2017, having served as Interim Chief Financial Officer since October 2016 and, prior to that, as Chief Accounting Officer since June 2015. In addition, Ms. Sanzone served as Chief Financial Officer of CPA:17 – Global, CWI 1 and CWI 2 from October 2016 to March 2017, having previously served as Chief Accounting Officer of CPA:17 – Global since August 2015. Prior to joining W. P. Carey as Controller in April 2013, Ms. Sanzone worked from 2006 to 2013 at iStar Inc., a publicly-traded REIT, where she served in various capacities, including as Corporate Controller. From 2004 to 2006, Ms. Sanzone served in various accounting and financial reporting roles at Bed Bath and Beyond, Inc., a publicly traded company. Ms. Sanzone also held various positions in the assurance and advisory services practice of Deloitte LLP from 1998 to 2004. Ms. Sanzone is a Certified Public Accountant licensed in the state of New York. She graduated magna cum laude with a B.S. in Accounting from Long Island University, C.W. Post (now LIU Post). |
Proxy Statement and Notice of 2020 Annual Meeting | 7
Table of Contents
Board's Role in Risk Oversight and its Leadership Structure |
Our advisor is the Howard Butcher III Professor, Emeritus, of Financial Management at the Wharton School of the University of Pennsylvaniacharged with assessing and Director Emeritus of the Rodney L. White Center for Financial Research, also at the Wharton School. Dr. Blume has beenmanaging risks associated with the Wharton School since 1967. Dr. Blume is alsoour business on a partner in Prudent Management Associates, a registered investment advisory firm, since 1982,day-to-day basis. We rely on our advisor's internal processes to identify, manage and Chairmanmitigate material risks and President of Marshall E. Blume, Inc., a consulting firm, for over 25 years. He is an Associate Editor of the Journal of Fixed Income and the Journal of Portfolio Management. He is currently a member of theto communicate with our Board of Managers of the Measey Foundation, which is dedicated to the support of medical education in the Philadelphia area. He is a member of theDirectors. The Board of Managers, Episcopal Church, Eastern Diocese,Directors' role is to oversee the advisor's execution of these responsibilities and to assess the Financial Economist Roundtable. Dr. Blume is a former trustee of Trinity College (Hartford) and the Rosemont School. Dr. Blume received his S.B. from Trinity College and both his M.B.A. and Ph.D. from the University of Chicago. Dr. Blume's qualifications for serviceadvisor's approach to risk management on our Board include his distinguished academic career at a leading educational institution, his expertise in the field of economicsbehalf. In order to review and financeunderstand risk identification, management and his involvement in several charitable and industry organizations. ELIZABETH P. MUNSON*
Age: 59
Director Since: 2013
Ms. Munson serves as an Independent Director and as a member of the Audit Committee ofmitigation strategies, the Board of Directors since April 2013 and as Non-Executive Chairman of our Board of Directors since May 2013. Ms. Munson has also served as an Independent Director and as a member of the Audit Committee receive reports at their regular meetings from representatives of the Boardour advisor on areas of Directors of CPA®:17material risk to CPA:18 – Global since October 2007. She had also served as an Independent Director and a member of the Audit Committee of CPA®:16 – Global from April 2004 to January 2014 and had also served in the same capacities with CPA®:15 from April 2003 to September 2012. Ms. Munson is theGlobal.
We maintain separate roles for our Chairman of the Board and PresidentChief Executive Officer in recognition of Rockefeller Trust Company, N.A.the differences between the two roles. Our Non-Executive Chairman of the Board, Ms. Munson, presides over meetings of the full Board of Directors and, Presidentwhen necessary, acts as the primary liaison between our Independent Directors and our advisor. Our Independent Directors meet regularly in executive session and maintain an open line of and a Directorcommunication with our Chief Executive Officer. The Board of Directors appointed Ms. Munson as its Non-Executive Chairman in May 2013. The Rockefeller Trust Company (Delaware), having joined those companies in June 2001.Board of Directors believes that Ms. Munson is well-suited for her role as Chairman based on her extensive board and executive level experience. Our Chief Executive Officer, who is also a Managing Directorthe Chief Executive Officer of Rockefeller & Co., Inc. Prior to joining Rockefeller, she was a partner inWPC, has general responsibility for implementing our policies and for the Private Clients Groupmanagement of the law firm White & Case LLP from January 1993 to June 2001our business and an associate at White & Case LLP from October 1983 to December 1992. Ms. Munson is Chair of the Board of Directors of Lenox Hill Neighborhood House, New York, New York, a member of the Board of Managers, Viceaffairs. Mr. Fox has served as our Chief Executive Officer and President, and Secretary of Sheltering Arms Children and Family Services, Inc., New York, New York, andas well as a member of the Board of Directors, and Secretary of Friends of WWB/USA Inc., New York, New York. She is also a member of thesince January 1, 2018. Board Meetings and Directors' Attendance |
There were four regular Board of Directors meetings, five additional Board of Director meetings and eight Audit Committee meetings held in 2019, and each Director attended at least seventy-five percent of the Cancer Schmancer Foundation, New York, New York. Ms. Munson received her B.A. from Yale College, her J.D. from Harvard Law School and her Masters in Tax Law from New York University School of Law. Ms. Munson's qualifications for service on our Board include her executive experience with a leading investment and wealth management firm, her prior legal experience and her involvement in several charitable organizations. RICHARD J. PINOLA*
Age: 70
Director Since: 2013
Mr. Pinola serves as an Independent Director and Chairman of our Audit Committee. Mr. Pinola has also served as an Independent Director and member of theaggregate Audit Committee ofmeetings and Board
meetings held during the year while he or she was a Director. Our Board of Directors does not have standing nominating or compensation committees. Although there is no specific policy regarding Director attendance at meetings of CPA®:17stockholders, Directors are invited and encouraged to attend. All of our Directors attended the 2019 annual meeting of stockholders held on June 6, 2019. CPA:18 – Global since 2010 (Chairman of the Audit Committee since March 2014), and Lead Independent Director from June 2011 to September 2012. He had also served as an Independent Director and Chairman of the Audit Committee of CPA®:16 – Global from August 2006 to January 2014 and as Non-Executive Chairman of theGlobal's Board of Directors has adopted a Code of Ethics that sets forth the standards of business conduct and ethics applicable to all of our officers, including our Executive Officers and Directors. This code is available on the Company's website (www.cpa18global.com) in the "Corporate Governance" section. We also intend to post amendments to or waivers from September 2012, having previously served as Lead Independent Director from June 2011. Mr. Pinola had also served asthe Code of Ethics at this location on the website. Certain Relationships and Related Transactions |
During 2019, we retained our advisor to provide advisory services in connection with identifying, evaluating, negotiating, financing, purchasing and disposing of investments, and to perform day-to-day management services and certain administrative duties for us. Pursuant to the advisory agreement, the advisor earns asset management and other fees, and an Independent Director and a memberaffiliate of the Audit Committeeadvisor holds a membership interest in our operating partnership that entitles it to certain cash distributions. Asset management fees are payable in cash or shares of CPA®:15 from June 2008our Class A common stock at our option, after consultation with the advisor. For 2019, we paid our advisor 50% of its asset management fees in shares of our Class A common stock and 50% in cash. During 2019, we paid the advisor approximately $11.5 million in asset management fees. Our operating partnership paid approximately $8.1 million in distributions of available cash to September 2012 (Chairmanan affiliate of the Committee from August 2009 to September 2012). Mr. Pinola served as Chief Executive Officerour 8 | Proxy Statement and Notice of 2020 Annual Meeting
Table of Contents advisor pursuant to the operating partnership agreement. In addition, in return for performing services related to CPA:18 – Global's investment acquisitions, the advisor is paid acquisition fees for making investments or for the development or construction of properties (a portion of which is payable upon acquisition of investments, with the remainder subordinated to a preferred return threshold). During 2019, in connection with the acquisition of investments, we capitalized current and deferred acquisition fees of approximately $0.7 million and $0.6 million, respectively. During 2019, we made payments of deferred acquisition fees (including interest) to our advisor totaling $4.8 million. At December 31, 2019, unpaid installments of current and deferred acquisition fees (including interest) totaled approximately $4.5 million. Pursuant to the advisory agreement, the cumulative total acquisition costs that we incur, including acquisition fees paid to the advisor, may not exceed 6.0% of the aggregate contract purchase price of all investments, which is measured at the end of each year. As of the year ended December 31, 2019, cumulative total acquisition costs did not exceed 6.0%. In addition, our Advisor may be entitled to receive a disposition fee upon sale of assets equal to the lesser of (i) 50.0% of the competitive real estate commission (as defined in the advisory agreement) or (ii) 3.0% of the contract sales price. Such disposition fees are paid at the discretion of our board of directors; we paid disposition fees of $1.1 million during 2019. We pay an on-going annual distribution and shareholder servicing fee in connection with our Class C shares to selected dealers equal to 1.0% of the net asset value per share ("NAV") of our Class C shares. The distribution and shareholder servicing fee accrues daily and is payable quarterly in arrears. We will no longer incur the distribution and shareholder servicing fee beginning on the date at which, in the aggregate, underwriting compensation from all sources, including the distribution and shareholder servicing fee, any organizational and offering fee paid for underwriting and underwriting compensation paid by WPC and its affiliates, equals 10.0% of the gross proceeds from our initial public offering, which we have not yet reached. During 2019, we made payments for the distribution and shareholder servicing fee totaling approximately $2.1 million. We own interests in property-owning entities ranging from 50% to 100%, with the remaining interests held by WPC or third parties. Because we do not have our own employees, the advisor employs, directly and through its affiliates, officers and other personnel to provide services to us, including our Executive Officers. During 2019, we incurred approximately $3.8 million (approximately $0.7 million of which was capitalized) payable to the advisor or its affiliates to cover (i) personnel expenses, which includes both cash compensation and employee benefits, but excludes amounts paid by the advisor to the Executive Officers (which are not reimbursable by us) and (ii) certain other overhead expenses, such as office rental expenses, which we pay a proportionate share of based on our gross revenues. Policies and Procedures With Respect to Related Party Transactions |
All of the transactions that we enter into with related persons, such as our Directors, Officers, and their immediate family members, must be, after disclosure of such affiliation, approved or ratified by a majority of our Directors (including a majority of our Independent Directors) who are not otherwise interested in the transaction. Such Directors and Independent Directors must determine that (i) the transaction is in all respects on such terms as, at the time of the transaction and under the circumstances then prevailing, fair and reasonable to our stockholders, and (ii) the terms of such transaction are at least as favorable as the terms then prevailing for comparable transactions made on an arm's-length basis. In addition, our Charter provides that we may purchase or lease assets from WPC, our advisor, our Directors or affiliates of any of the foregoing if a majority of our Directors (including a majority of our Independent Directors) not otherwise interested in the transaction determines that: (i) such transaction is fair and reasonable to us and at a price equal to the cost of the asset to WPC, our advisor, our Directors or their affiliates, or (ii) if the price to us is in excess of such cost, that there is a substantial justification for such excess and such excess is reasonable. Proxy Statement and Notice of 2020 Annual Meeting | 9
Table of Contents Stockholder Communications |
The Board of Directors will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. Absent unusual circumstances and subject to any required assistance or advice from legal counsel, Ms. Susan C. Hyde, Chief Administrative Officer and Corporate Secretary, is primarily responsible for monitoring communications from stockholders and for providing copies or summaries of such communications to the Directors as she considers appropriate. This monitoring process has been approved by our Independent Directors. We must receive at our principal executive offices any proposal that a stockholder intends to present at CPA:18 – Global's annual meeting to be held in 2021 (the "2021 Annual Meeting") no later than January 4, 2021 in order to be included in CPA:18 – Global's Proxy Statement and form of proxy relating to the 2021 Annual Meeting pursuant to Securities and Exchange Commission ("SEC") Rule 14a-8 under the Exchange Act. In addition, nominations by stockholders of candidates for Director or proposals of other business by stockholders, whether or not intended to be included in our proxy materials, must be submitted in accordance with our Bylaws in order to be considered at our 2021 Annual Meeting. Our Bylaws currently provide that, in order to bring any business or nominations before an annual meeting of stockholders, the stockholder must give timely notice of such nomination or proposal in writing to the Corporate Secretary of CPA:18 – Global. To be timely, a stockholder's notice must contain all the information set forth in Section 11 of Article II of our Bylaws and be delivered to the Corporate Secretary of CPA:18 – Global at our principal executive offices not earlier than 150 days nor later than 5:00 p.m., New York City Time, on the 120th day prior to the first anniversary of the mailing of the notice for the preceding year's annual meeting (unless the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the preceding year's annual meeting, in which case the notice must be delivered to our Corporate Secretary not earlier than 150 days prior to the date of the annual meeting and not later than 5:00 p.m., New York City Time, on the later of the 120th day prior to the date of the annual meeting or the tenth day following the day on which public announcement of the date of the meeting is first made). Accordingly, under our current Bylaws, a stockholder nomination or proposal intended to be considered at the 2021 Annual Meeting must be received by us no earlier than December 5, 2020 and not later than 5:00 p.m., New York City Time on January 4, 2021. Our Corporate Secretary will provide a copy of our Bylaws upon written request and without charge. Stockholders and other interested persons who wish to send communications on any topic to the Board of Directors should address such communications in care of Ms. Susan C. Hyde, Chief Administrative Officer and Corporate Secretary, Corporate Property Associates 18 – Global Incorporated, 50 Rockefeller Plaza, New York, NY 10020. 10 | Proxy Statement and Notice of 2020 Annual Meeting
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Compensation of Directors and Executive Officers—Fiscal 2019 |
We have no employees. Day-to-day management functions are performed by our advisor. We have not paid, and do not intend to pay, any compensation to our Executive Officers for their service as officers. While we do not reimburse our advisor for compensation or benefits paid to our Executive Officers, we do reimburse our advisor for the services of personnel other than our Executive Officers. Please see the section titled "Certain Relationships and Related Transactions" for a description of the contractual arrangements between us and our advisor and its affiliates. In 2019, each Director (who was not an officer) was paid an annual cash retainer of $70,000 and an annual grant of $40,000 of shares of Class A common stock (valued based upon the most recently published estimated NAV of our Class A shares). In addition, the Chairman of Right Management Consultants from 1994 through 2004. Heour Audit Committee in 2019, Mr. Pinola, received an annual cash retainer of $10,000 during the year. Mr. Fox did not receive compensation for serving as a Director during 2019. In addition, Dr. Marshall E. Blume, who served as a Director until his death in January 2019, received $17,500 during the year. 2019 Director Compensation Table | | | | | | | | | | | | | | | Director
| | Fees Earned or
Paid in Cash
| | Stock
Awards(1)
| | Total(2)
| |
|---|
| | | | | | | | | Elizabeth P. Munson | | | $ | 70,000 | | | | $ | 40,000 | | | $ | 110,000 | | | | | | | | | | | Richard J. Pinola | | | 80,000 | | | | 40,000 | | | 120,000 | | | | | | | | | | | | | | $ | 150,000 | | | | $ | 80,000 | | | $ | 230,000 | | | | | | | | | | |
- (1)
- Amounts in the "Stock Awards" column reflect the grant date fair value of
that company from 1990 and as Chief Executive Officer from 1992 until Right Management was purchasedawards of shares of our Class A common stock granted for 2019, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation, related to the annual grant of shares of our Class A common stock on July 1, 2019. The grant date fair values of awards were calculated by Manpower Inc. Prior to joining Right Management Consultants, Mr. Pinola was President and Chief Operating Officermultiplying the number of Penn Mutual Life Insurance Company, an $8 billion diversified financial service firm. He was also a certified public accountant with PriceWaterhouse & Co. (now PricewaterhouseCoopers LLP). Mr. Pinola is a Directorshares granted by $8.73, the NAV of Bankrate.com since June 2011, having previously served in that capacity from October 2004 to September 2009. Mr. Pinola also served as a Directorour Class A shares at the time of Kenexa Inc. from June 2005 to December 2012, K-Tron International from 1994 to April 2010 and Nobel Learning Communities from October 2004 to August 2011. He is alsothe grant date.
- (2)
- The totals do not reflect dividends accrued during 2019 on the
BoardsStock Awards shown in the table because the dividends are reflected in the grant date fair values of the Visiting Nurses Association and King's College. He has also served onawards shown in the boards of directorsStock Awards column.
Board Report on Executive Compensation |
SEC regulations require the disclosure of the American Lung Association, Janney Montgomery Scott LLC,compensation policies applicable to Executive Officers in the Life Office Management Association andform of a report by the Horsham Clinic. Mr. Pinola was the Founder and Director of The Living Wills Archive Company and a Founder and board member of the Mutual Association for Professional Services. Mr. Pinola received his B.S. in Accounting from King's College. Mr. Pinola's qualifications for service on our Board include his extensive executive experience, his knowledge of accounting and his involvement in several charitable organizations. JAMES D. PRICE*
Age: 77
Director Since: 2013
Mr. Price serves as an Independent Director and as a member of the Audit Committee of the Board of Directors. He has also served as an Independent Director and a member of the Audit Committeecompensation committee of the Board of Directors (or a report of CPA®:17the full Board of Directors in the absence of a compensation committee). As noted above, CPA:18 – Global since October 2007 (Chairman of the Audit Committee from August 2009 to March 2014)has no employees, paid no direct compensation and as Non-Executive Chairman ofmade no executive compensation decisions during 2019. As a result, CPA:18 – Global has no compensation committee, and the Board of Directors since September 2012. Mr. Price had also servedhas not considered a compensation policy for employees and has not included a report with this Proxy Statement. Pursuant to the advisory agreement, we reimbursed our advisor for our proportional share of the personnel costs (excluding our Executive
Officers) incurred by the advisor and other WPC affiliates during 2019. Please see the section titled "Certain Relationships and Related Transactions" for details regarding reimbursements to WPC and its affiliates of personnel expenses pursuant to the advisory agreement. Compensation Committee Interlocks and Insider Participation |
As noted above, CPA:18 – Global's Board of Directors has not appointed a compensation committee. None of the members of CPA:18 – Global's Board of Directors are involved in a relationship requiring disclosure as an Independent interlocking Executive Officer/Director, and a memberunder Item 404 of the Audit Committees of CPA®:16 – Global from June 2011 to January 2014, CPA®:15 from June 2006 to September 2012, and CPA®:14 from December 2006 to May 2011 (having served as Chairman of its Audit Committee since April 2008). Mr. Price has over 40 years in corporate real estate experience in the U.S. and foreign markets, including significant experience in structuring mortgage loans, leveraged leases, credit leases and securitizations involving commercial and industrial real estate. He is the President of Price & Marshall, Inc., a corporate equipment and corporate real estate financing boutique that he founded in 1993. From March 1990 to October 1993, he worked at Bear Stearns & Co., Inc., where he structured and negotiated securitizations of commercial mortgages and corporate financings of real and personal property. From March 1985 to March 1990, he servedRegulation S-K, or as a Managing Director at Drexel Burnham Lambert Incorporatedformer officer or employee of CPA:18 – Global. Proxy Statement and as an Executive Vice President at DBL Realty, its real estate division. He also served in various capacities at Merrill Lynch & Co., including serving as managerNotice of the Private Placement Department from 1970 to 1980, as a founder of Merrill Lynch Leasing, Inc. in 1976 and as Chairman of the Merrill Lynch Leasing, Inc. Investment Committee from 1976 to 1982. He also served on the Board of Advisors of the Harry Ransom Center at the University of Texas in Austin from February 2010 to December 2012. Mr. Price received his B.A. from Syracuse University and his M.B.A. from Columbia University. Mr. Price's qualifications for service on our Board include his extensive experience in corporate real estate financing and sale-leaseback transactions in both the U.S. and foreign markets.2020 Annual Meeting | 11
*Independent Director
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EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Securities Ownership of Certain Beneficial Owners, Directors and Management |
HISHAM A. KADER
Age: 47"Beneficial Ownership" as used herein has been determined in accordance with the rules and regulations of the SEC and is not to be construed as a representation that any of such shares are in fact beneficially owned by any person. We know of no stockholder who beneficially owned more than 5% of our outstanding shares.
Mr. Kader has servedThe following table shows how many shares of CPA:18 – Global's Class A common stock were owned, as of March 31, 2020, by the Directors and Named Executive Officers, which under SEC Regulations consists of our Chief Executive Officer and our Chief Financial OfficerOfficer. Directors and Named Executive Officers who owned no shares are not listed in the table. The business address of the CompanyDirectors and CPA®:17 – Global since August 2015, having previously served as Chief Accounting OfficerNamed Executive Officers listed below is the address of each since September 2012 and March 2012, respectively. He has also served as Chief Financial Officer of WPC since June 2015, having previously served as Chief Accounting Officer since March 2012. Mr. Kader has also served as Chief Financial Officer of CWI 1 and CWI 2 since March 2015 and February 2015, respectively, having also served as Chief Accounting Officer of each from March 2012 and May 2014, respectively, to January 2016. Before joining WPC in June 2011, Mr. Kader served as a Director in the Transaction Services practice at PricewaterhouseCoopers LLP (PwC). He joined PwC in 1997 inour principal executive office, 50 Rockefeller Plaza, New York, NY 10020.
| | | | | | Name of Beneficial Owner
| | Amount and Nature
of Beneficial
Ownership(1)
| | Percentage
of Class
|
|---|
| | | | | | | Elizabeth P. Munson | | | 26,688 | | * | | | | | | | | Richard J. Pinola | | | 26,643 | | * | | | | | | | | All Directors and Executive Officers as a Group (4 Individuals) | | | 53,332 | | * | | | | | | | |
- *
- Less than 1%
- (1)
- Share amounts may not sum to total due to rounding of fractional shares.
12 | Proxy Statement and subsequently spent six years at their offices in Sydney and Brussels, during which time he specialized in advisory services focusing on mergers and acquisitions, capital raising transactions, finance effectiveness, and accounting standards conversions. He is a Certified Public Accountant licensed in the stateNotice of New York. Mr. Kader holds a B.E. in Electronics and Communication Engineering from the Manipal Institute of Technology in India, an M.B.A. in Finance from the University of Illinois at Urbana-Champaign and an M.S. in Accounting from Pace University.2020 Annual Meeting
THOMAS E. ZACHARIAS
Age: 62
Mr. Zacharias has served as Chief Operating Officer of the Company and CPA®:17 – Global since September 2012 and October 2007, respectively. He has also served as Chief Operating Officer of CWI 1 and CWI 2 since September 2010 and May 2014, respectively, and of WPC since March 2005 (as head of the Asset Management Department since April 2002). Before joining WPC, Mr. Zacharias was a Senior Vice President of MetroNexus North America, a Morgan Stanley Real Estate Funds Enterprise. Prior to joining MetroNexus in 2000, Mr. Zacharias was a Principal at Lend Lease Development U.S., a subsidiary of Lend Lease Corporation, a global real estate investment management company. Between 1981 and 1998 Mr. Zacharias was a senior officer at Corporate Property Investors, which at the time of its merger into Simon Property Group in 1998 was one of the largest private equity REITs in the United States. Since June 2014, Mr. Zacharias also serves as an independent director of WL Ross Holding Corp., a special purpose acquisition company. He is a member of the Urban Land Institute and NAREIT. Mr. Zacharias received his undergraduate degree, magna cum laude, from Princeton University and a Masters in Business Administration from Yale School of Management.
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Audit Committee |
|
Our Board of Directors has established a standing Audit Committee. The Audit Committee meets on a regular basis at least quarterly and throughout the year as necessary. The Audit Committee's primary function is to assist the Board of Directors in monitoring the integrity of our financial statements, our compliance with legal and regulatory requirements and independence qualifications, and the performance of our internal audit function and our Independent Registered Public Accounting Firm, all in accordance with the Audit Committee charter. The Directors who serve on the Audit Committee are all "independent" as defined in our Bylaws, the New York Stock Exchange listing standards and applicable rules of the SEC. The Audit Committee is currently comprised of Elizabeth P. Munson and Richard J. Pinola (Chairman). Our Board of Directors has determined that Mr. Pinola, an Independent Director, is a "financial expert" as defined in Item 407 of Regulation S-K under the Securities Act of 1933, as amended (the "Securities Act"). Our Board of Directors has adopted a formal written charter for the Audit Committee, which can be found on our website (www.cpa18global.com) in the "Corporate Governance" section. |
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Proxy Statement and Notice of 2020 Annual Meeting AUDIT COMMITTEE MATTERS
| Audit Committee 13
Our Board of Directors has established a standing Audit Committee. The Audit Committee meets on a regular basis at least quarterly and throughout the year as necessary. The Audit Committee's primary function is to assist the Board of Directors in monitoring the integrity of our financial statements, the compliance with legal and regulatory requirements and independence qualifications, and performance of our internal audit function and Independent Registered Public Accounting Firm, all in accordance with the Audit Committee charter. The Directors who serve on the Audit Committee are all "independent" as defined in our Bylaws, the New York Stock Exchange listing standards and applicable rules of the SEC. The Audit Committee is currently comprised of Marshall E. Blume, Elizabeth P. Munson, Richard J. Pinola (Chairman) and James D. Price. Our Board of Directors has determined that Mr. Pinola, an Independent Director, is a "financial expert" as defined in Item 407 of Regulation S-K under the Securities Act of 1933, as amended (the "Securities Act"). Our Board of Directors has adopted a formal written charter for the Audit Committee, which can be found on our website (www.cpa18global.com) in the "Investor Relations – Corporate Governance" section.
REPORT OF THE AUDIT COMMITTEE
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Report of the Audit Committee |
The information contained in this report shall not be deemed to be "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by reference into any previous or future filings under the Securities Act or the Exchange Act except to the extent that we incorporate it by specific reference. The Audit Committee reports as follows with respect to the audit of CPA®:CPA:18 – Global's fiscal 20152019 audited financial statements. The Audit Committee held eight regularly scheduled meetings and one additional meeting during 2015.2019. The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 20152019 with the management of CPA®:CPA:18 – Global. Management is responsible for the financial reporting process and preparation of the quarterly and annual consolidated financial statements, including maintaining a system of internal controls over financial reporting and disclosure controls and procedures. The Audit Committee is directly responsible for the appointment, compensation, retention, oversight and termination of the Company's outside or external auditors, PricewaterhouseCoopers LLP, an Independent Registered Public Accounting Firm. The Independent Registered Public Accounting Firm is responsible for auditing the annual consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States. The Audit Committee reviews the performance of the Company's internal audit function and the qualification of its audit personnel. The Audit Committee does not prepare financial statements or conduct audits. The Audit Committee has discussed with the Company's Independent Registered Public Accounting Firm the matters required to be discussed by Statement on Auditing Standard No. 16, asunder the rules adopted by the Public Company Accounting Oversight Board or PCAOB.(the "PCAOB"). The Audit Committee has received written disclosures and the letter from the Independent Registered Public Accounting Firm required by the applicable requirements of the PCAOB regarding the Independent Registered Public Accounting Firm's communication with the Committee concerning independence and has discussed with the Independent Registered Public Accounting Firm its independence from CPA®:CPA:18 – Global. Based on review and discussions of CPA®:CPA:18 – Global's audited financial statements with management and discussions with the Independent Registered Public Accounting Firm, the Audit Committee recommended
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to the Board of Directors that the audited financial statements for the fiscal year ended December 31, 20152019 be included in the Company's Annual Report on Form 10-K for filing with the SEC. | | | | | | Submitted by the Audit Committee: |
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|
Richard J. Pinola, Chairman
Marshall E. Blume
Elizabeth P. Munson
James D. Price |
Fees Billed By PricewaterhouseCoopers LLP During Fiscal Years 201514 | Proxy Statement and 2014Notice of 2020 Annual Meeting
Table of Contents | Report of the Audit Committee |
Fees Billed By PricewaterhouseCoopers LLP During Fiscal Years 2019 and 2018 |
The following table sets forth the approximate aggregate fees billed to CPA®:CPA:18 – Global during fiscal years 20152019 and 20142018 by PricewaterhouseCoopers LLP, categorized in accordance with SEC definitionsthe rules and rules.regulations of the SEC: |
| | 2015 | | 2014 | | 2019
| | 2018
| |
|---|
| | | | | | | | | | Audit Fees(1) | | $2,028,057 | | $946,750 | | $ | 1,351,875 | | $ | 1,367,682 | | Audit-Related Fees(2) | | 0 | | 72,874 | | Tax Fees(3) | | 288,529 | | 144,649 | | | | | | | | | | | | Audit-Related Fees | | | — | | — | | | | | | | | | | | Tax Fees(2) | | | 558,545 | | 461,581 | | | | | | | | | | | | All Other Fees | | 0 | | 0 | | — | | — | | | | | | | | | | | | | | | Total Fees | | $2,316,586 | | $1,164,273 | | $ | 1,910,420 | | $ | 1,829,263 | | | | | | | | | | | | | | | | | | | | | | | | | | |
- (1)
- Audit Fees: this category consists of fees for professional services rendered for the audits of
CPA®:CPA:18 – Global's audited 20152019 and 20142018 financial statements and the review of the financial statements included in the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30 for each of the 20152019 and 20142018 fiscal years (as well as other audit services, including SEC registration statement review and the related issuance of comfort letters and consents, if any).years.
- (2)
Audit-Related Fees: This category consists of audit-related services performed by PricewaterhouseCoopers LLP, including SEC registration statement review and the related issuance of comfort letters and consents.
(3)- Tax Fees: this category consists of fees billed to
CPA®:CPA:18 – Global by PricewaterhouseCoopers LLP of $520,877 and $429,770 for tax compliance services during 2019 and 2018, respectively, and $48,533 and $31,811 for tax consultation services.in connection with transactions during 2019 and 2018, respectively.
Pre-Approval by Audit Committee |
Pre-Approval By Audit Committee
The Audit Committee's policy is to pre-approve all audit and permissible non-audit services provided by the Independent Registered Public Accounting Firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and is detailed as to the particular service or category of services. The Independent Registered Public Accounting Firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the Independent Registered Public Accounting Firm in accordance with such pre-approval and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis. If a non-audit service is required before the Audit Committee's next scheduled meeting, the Committee has delegated to its Chairman, Mr. Pinola, the authority to approve such services on its behalf, provided that such action is reported to the Committee at its next meeting.
Proxy Statement and Notice of 2020 Annual Meeting | 15
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BOARD'S ROLE IN RISK OVERSIGHT AND ITS LEADERSHIP STRUCTURE
Our advisor is charged with assessing and managing risks associated with our business on a day-to-day basis. We rely on our advisor's internal processes to identify, manage and mitigate material risks and to communicate with our Board of Directors. The Board of Directors' role is to oversee the advisor's execution of these responsibilities and to assess the advisor's approach to risk management on our behalf. The Board of Directors exercises this role periodically as part of its regular meetings and through meetings of its Audit Committee. The Board of Directors and the Audit Committee receive reports at their regular meetings from representatives of our advisor on areas of material risk to CPA®:18 – Global, including operational, financial, legal, regulatory, strategic and reputational risk, in order to review and understand risk identification, risk management and risk mitigation strategies.
We maintain separate roles for our Chairman of the Board of Directors and Chief Executive Officer in recognition of the differences between the two roles. Our Non-Executive Chairman of the Board, Elizabeth P. Munson, one of our Independent Directors, presides over meetings of the full Board of Directors and, when necessary, acts as the primary liaison between our Independent Directors and our advisor. Our Independent Directors meet regularly in executive session and maintain an open line of communication with our Chief Executive Officer. Our Board appointed Ms. Munson as Non-Executive Chairman of the Board of Directors in May 2013. Our Board believes that Ms. Munson is well-suited for her role as Chairman based on her extensive board and executive level experience.
Our Chief Executive Officer, who is also the Chief Executive Officer of the parent company of our advisor, has the general responsibility for implementing our policies and for the management of our business and affairs. During 2015, Trevor P. Bond served as our Chief Executive Officer and President, as well as a member of our Board of Directors. On February 10, 2016, Mr. Bond resigned from his positions as our Chief Executive Officer and President, as well as a member of our Board of Directors, in connection with his resignation as Chief Executive Officer and as a member of the Board of Directors of WPC. On the same date, Mark J. DeCesaris succeeded Mr. Bond as our Chief Executive Officer and President. Mr. DeCesaris joined our Board of Directors on March 17, 2016.
BOARD MEETINGS AND DIRECTORS' ATTENDANCE
There were five regular Board of Directors meetings and nine Audit Committee meetings held in 2015, and each Director attended at least seventy-five percent of the aggregate Audit Committee meetings and Board meetings held during the year while he or she was a Director. The Board of Directors of CPA®:18 – Global does not have standing nominating or compensation committees. Although there is no specific policy regarding Director attendance at meetings of stockholders, Directors are invited and encouraged to attend. All of our Directors attended the 2015 annual meeting of stockholders held on June 17, 2015.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS – FISCAL 2015
We have no employees. Day-to-day management functions are performed by our advisor. During 2015, we did not pay any compensation to our Executive Officers. We have not paid, and do not intend to pay, any annual compensation to our Executive Officers for their service as officers. In addition, we do not reimburse our advisor for compensation or benefits paid to our Executive Officers, however, we reimburse our advisor for the services of personnel other than our Executive Officers. Please see the section titled "Certain Relationships and Related Transactions" for a description of the contractual arrangements between us and our advisor and its affiliates.
CPA®:18 – Global and the other active CPA® REITs pay to each of their respective Directors who are not officers an aggregate annual cash retainer of $100,000 and an aggregate annual grant of $50,000 of shares of common stock (valued based upon the most recently published estimated net asset value per share ("NAV") or the offering price of our Class A shares of $10.00 per share if a NAV was not yet
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published), in each case allocated among the active CPA® REITs. For CPA®:18 – Global, Class A shares are granted to the Directors. For 2015, the active CPA® REITs were CPA®:17 – Global and CPA®:18 – Global. In addition, the Chairman of our Audit Committee in 2015, Mr. Pinola, received an annual cash retainer of $10,000 during the year. Mr. Trevor P. Bond was a member of CPA®:18 – Global's Board of Directors, but did not receive compensation for serving as a Director during 2015.
2015 Director Compensation Table
| | | | | | | | | | Director | | Fees Earned or
Paid in Cash | | Stock Awards(1) | | All Other
Compensation(2) | | Total |
|---|
Marshall E. Blume | | $50,000 | | $25,000 | | $434 | | $75,434 | Elizabeth P. Munson | | 50,000 | | 25,000 | | 434 | | 75,434 | Richard J. Pinola | | 60,000 | | 25,000 | | 434 | | 85,434 | James D. Price | | 50,000 | | 25,000 | | 434 | | 75,434 | | | | | | | | | | | | | $210,000 | | $100,000 | | $1,736 | | $311,736 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1)Amounts in the "Stock Awards" column reflect the aggregate grant date fair value of awards of shares of our Class A common stock granted for 2015, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation, related to the annual grant of shares of our Class A common stock on July 1, 2015. The grant date fair values of awards were calculated by multiplying the number of shares granted by our public offering price (since there was no NAV at the time of the grant date), less discounts.
(2)All Other Compensation reflects dividends paid during 2015 on the stock awards set forth in the table.
BOARD REPORT ON EXECUTIVE COMPENSATION
SEC regulations require the disclosure of the compensation policies applicable to Executive Officers in the form of a report by the compensation committee of the Board of Directors (or a report of the full Board of Directors in the absence of a compensation committee). As noted above, CPA®:18 – Global has no employees, paid no direct compensation and made no executive compensation decisions during 2015. As a result, CPA®:18 – Global has no compensation committee, and the Board of Directors has not considered a compensation policy for employees and has not included a report with this Proxy Statement. Pursuant to the advisory agreement, CPA®:18 – Global reimbursed our advisor for CPA®:18 – Global's proportional share of the cost incurred during 2015 by the advisor and other affiliates of WPC in paying for expenses related to personnel other than our Executive Officers. Please see the section titled "Certain Relationships and Related Transactions" for details regarding reimbursements to WPC and its affiliates of personnel expenses pursuant to the advisory agreement.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As noted above, CPA®:18 – Global's Board of Directors has not appointed a compensation committee. None of the members of CPA®:18 – Global's Board of Directors are involved in a relationship requiring disclosure as an interlocking Executive Officer/Director, under Item 404 of Regulation S-K, or as a former officer or employee of CPA®:18 – Global.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
"Beneficial Ownership" as used herein has been determined in accordance with the rules and regulations of the SEC and is not to be construed as a representation that any of such shares are in fact beneficially owned by any person. We know of no stockholder who beneficially owned more than 5% of the outstanding shares.
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The following table shows how many shares of CPA®:18 – Global's Class A common stock were owned, as of March 31, 2016, by the Directors and Named Executive Officers, which under SEC Regulations consists of our Chief Executive Officer and our Chief Financial Officer. Directors and Named Executive Officers who owned no shares are not listed in the table. The business address of the Directors and Named Executive Officers listed below is the address of our principal executive office, 50 Rockefeller Plaza, New York, NY 10020.
| | | | | NameProposal Two: Ratification of Beneficial Owner
| | Amount and Nature
Appointment of Beneficial Ownership(1) | | Percentage of Class |
|---|
Marshall E. BlumeIndependent Registered Public Accounting Firm
| | 7,988 | | * | Elizabeth P. Munson
| | 8,022 | | * | Richard J. Pinola
| | 7,988 | | * | James D. Price
| | 7,988 | | * | All Directors and Executive Officers as a Group (7 Individuals)
| | 31,987 | | * |
*Less than 1%
(1)Share amounts may not sum to total due to rounding of fractional shares.
CODE OF ETHICS
CPA®:18 – Global's Board of Directors has adopted a Code of Ethics that sets forth the standards of business conduct and ethics applicable to all of our officers, including our Executive Officers and Directors. This code is available on the Company's website (www.cpa18global.com) in the "Investor Relations – Corporate Governance" section. We also intend to post amendments to or waivers from the Code of Ethics at this location on the website.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 2015, Trevor P. Bond served as a member of our Board of Directors and as our Chief Executive Officer and President; he also served as the Chief Executive Officer, President (until June 18, 2015) and a Director of WPC, the parent company of our advisor. On February 10, 2016, Mr. Bond resigned from his positions as a member of our Board of Directors and as our Chief Executive Officer and President in connection with his resignation as Chief Executive Officer and as a member of the Board of Directors of WPC. On the same date, Mark J. DeCesaris succeeded Mr. Bond as our Chief Executive Officer and President, and as Chief Executive Officer and a member of the Board of Directors of WPC. Mr. DeCesaris joined our Board of Directors on March 17, 2016. During 2015, we retained our advisor to provide advisory services in connection with identifying, evaluating, negotiating, financing, purchasing and disposing of investments, to perform day-to-day management services and certain administrative duties for us pursuant to the advisory agreement. The advisor earns asset management and other fees, and an affiliate of the advisor holds a membership interest in our operating partnership subsidiary entitling the affiliate to certain cash distributions. Prior to 2015, asset management fees were payable in cash or shares of our Class A common stock at the option of the advisor. Beginning in 2015, such fees are payable in cash or shares of our Class A common stock at our option, after consultation with the advisor. For 2015, we paid our advisor its asset management fees in shares of our common stock.
During 2015, we paid the advisor approximately $7.2 million in asset management fees through the issuance of our Class A common stock. Our operating partnership paid approximately $6.3 million in distributions of available cash to an affiliate of our advisor pursuant to the operating partnership agreement.
In addition, in return for performing services related to CPA®:18 – Global's investment acquisitions, the advisor is paid acquisition fees, a portion of which is payable upon acquisition of
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investments for making of such investments or for the development or construction of properties (the "initial acquisition fee") with the remainder subordinated to a preferred return threshold (the "subordinated acquisition fee"). In connection with the acquisition of investments, during 2015, we capitalized current and deferred acquisition fees of approximately $10.1 million and $8.1 million, respectively, and expensed current and deferred acquisition fees of approximately $17.9 million and $14.3 million, respectively. During 2015, we made payments of deferred acquisition fees (including interest) to our advisor totaling $13.2 million. Unpaid installments of deferred acquisition fees (including interest), which totaled approximately $26.7 million at December 31, 2015, are included in due to affiliates in our consolidated financial statements.
The advisor may also receive subordinated disposition fees for services provided in connection with CPA®:18 – Global's liquidation subject to certain conditions. Pursuant to the subordination provisions of the advisory agreement, the disposition fees may be paid only if the applicable preferred return criterion has been achieved through the end of the prior fiscal quarter. Payment of such amount, however, cannot be made until the subordination provisions are met. To the extent that subordinated disposition fees are not paid on a current basis due to the foregoing limitation, the unpaid fees will be due and paid at such time as the limitation has been satisfied, together with interest from the time of disposition of the investment to which they relate, at the rate of 5%. We did not incur any subordinated disposition fees during 2015.
CPA®:18 – Global was liable for expenses incurred in connection with the offering of our securities. We closed our initial public offering on April 2, 2015. Offering expenses were deducted from the gross proceeds of CPA®:18 – Global's public offering. Total organization and offering expenses, including underwriting compensation, did not exceed 1.5% of the gross proceeds of CPA®:18 – Global's offering. Pursuant to the dealer manager agreement between us and Carey Financial, LLC ("Carey Financial"), an affiliate of WPC, Carey Financial received selling commissions of $0.70 and $0.14 per share sold and a dealer manager fee of $0.30 and $0.21 per share sold for the Class A and Class C common stock, respectively. Carey Financial also receives an on-going annual distribution and shareholder servicing fee in connection with our Class C common stock. The amount of the distribution and shareholder servicing fee is 1.0% of our NAV, or prior to the determination of our NAV, the selling price for the Class C common stock in our initial public offering. The distribution and shareholder servicing fee accrues daily and is payable quarterly in arrears. We will no longer incur the distribution and shareholder servicing fee beginning on the date at which, in the aggregate, underwriting compensation from all sources, including the distribution and shareholder servicing fee, any organizational and offering fee paid for underwriting and underwriting compensation paid by WPC and its affiliates, equals 10.0% of the gross proceeds from our initial public offering, which we have not yet reached. During 2015, we made payments for the distribution and shareholder servicing fee totaling approximately $2.2 million. At December 31, 2015, we recorded a liability of approximately $9.4 million to reflect the present value of the estimated future payments that we expect to pay included in due to affiliates in our consolidated financial statements. Carey Financial re-allowed all selling commissions to selected dealers participating in the offering and may have re-allowed all or a portion of the dealer manager fee to selected dealers as an additional commission in certain cases. Total underwriting compensation paid in connection with our initial public offering, including selling commissions, the dealer manager fee and reimbursements made by Carey Financial to selected dealers, must not exceed the limitations prescribed by the Financial Industry Regulatory Authority, Inc. ("FINRA"). The limit on underwriting compensation is currently 10% of gross offering proceeds. We also reimbursed Carey Financial for reasonable bona fide due diligence expenses, which were supported by a detailed and itemized invoice. We reimbursed our advisor or one of its affiliates for other organization and offering expenses (including, but not limited to, registration fees paid to the SEC, FINRA, and state regulatory authorities, issuer legal expenses, advertising, sales literature, fulfillment, escrow agent, transfer agent, personnel costs associated with preparing the registration and offering of our stock). Our advisor agreed to be responsible for the payment of organization and offering expenses (excluding selling commissions and dealer manager fees) that exceeded 1.5% of the gross offering proceeds. The total costs paid by our advisor and its affiliates in connection with the offering of our securities were approximately
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$8.7 million on a cumulative basis through December 31, 2015, which we have fully repaid and charged to stockholders' equity. The advisory agreement provides that, for any four trailing quarters (with quoted variables as defined in the advisory agreement), "operating expenses" may not exceed the greater of 2% of our "average invested assets" or 25% of our "adjusted net income." For the year ended December 31, 2015, our operating expenses were below the 2%/25% threshold.
We own interests in property-owning entities ranging from 50% to 80%, with the remaining interests held by CPA®:17 – Global.
Because we do not have our own employees, the advisor employs, directly and through its affiliates, officers and other personnel to provide services to us, including our Executive Officers. During 2015, approximately $3.3 million was paid to the advisor or its affiliates to cover (i) personnel expenses, which includes both cash compensation and employee benefits, but excludes amounts paid by the advisor to the Executive Officers (which are not reimbursable by us) and (ii) certain other overhead expenses, such as office rental expenses, which we pay a proportionate share of based on our gross revenues. In addition, during 2015, we capitalized personnel and overhead reimbursements of approximately $1.4 million.
In January 2013, WPC agreed to make available to us a short-term line of credit of up to $100.0 million in loans, in the aggregate, at a rate equal to the rate at which WPC was able to borrow funds under its existing credit facility, for the purpose of facilitating acquisitions approved by our investment committee that we might not otherwise have had sufficient available funds to complete. Any such loans were to be made solely at the discretion of WPC's management. We did not borrow any funds from WPC during the year ended December 31, 2015 nor did we have any amounts outstanding at December 31, 2015. We and WPC terminated this line of credit in January 2016.
Policies and Procedures With Respect to Related Party Transactions
All of the transactions that we enter into with related persons, such as our Directors, Officers, and their immediate family members, must be, after disclosure of such affiliation, approved or ratified by a majority of our Directors (including a majority of Independent Directors) who are not otherwise interested in the transaction. In addition, such Directors and Independent Directors must determine that (i) the transaction is in all respects on such terms as, at the time of the transaction and under the circumstances then prevailing, fair and reasonable to our stockholders, and (ii) the terms of such transaction are at least as favorable as the terms then prevailing for comparable transactions made on an arm's-length basis. In addition, our Charter provides that we may purchase or lease assets from WPC, our advisor, our Directors or affiliates of any of the foregoing if a majority of our Directors (including a majority of Independent Directors) not otherwise interested in the transaction determines that: (a) such transaction is fair and reasonable to us and at a price equal to the cost of the asset to WPC, our advisor, our Directors or their affiliates, or (b) if the price to us is in excess of such cost, that there is a substantial justification for such excess and such excess is reasonable.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires that our Directors, Executive Officers and any persons who are the beneficial owners of more than 10% of our shares file reports of their ownership and changes in ownership of our shares with the SEC and to furnish us with copies of all such Section 16 reports that they file. Based upon a review of the copies of such reports furnished to us as filed with the SEC and other written representations that no other reports were required to be filed during the year, we believe that our Directors and Executive Officers were in compliance with the reporting requirements of Section 16(a) during 2015 and know of no stockholder who beneficially owned more than 10% of our stock.
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PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
From CPA®:CPA:18 – Global's inception, we have engaged the firm of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm. The Audit Committee has approved the engagement of PricewaterhouseCoopers LLP as the Company's auditors for 2016.2020. PricewaterhouseCoopers LLP also currently serves as auditor for each of WPC, CPA®:17 – Global, CWI 1, CWI 2, CCIF, CCIF –WLT and Carey European Student Housing Fund I, and CCIF 2016 T.L.P. A representative of PricewaterhouseCoopers LLP will be available at the Annual Meeting to make a statement, if he or she desires to do so, and to respond to appropriate questions from stockholders. Although stockholder ratification of PricewaterhouseCoopers LLP's appointment is not required by our charter, theCharter, Bylaws or otherwise, the Board of Directors is submitting the ratification of PricewaterhouseCoopers LLP's appointment for the year 20162020 to the Company's stockholders. If the stockholders do not ratify the appointment of PricewaterhouseCoopers LLP, the Audit Committee will reconsider whether or not to retain PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for the year 2016,2020, but will not be obligated to terminate the appointment. Even if the stockholders ratify the appointment of PricewaterhouseCoopers LLP, the Audit Committee in its discretion may direct the appointment of a different Independent Registered Public Accounting Firm at any time during the year if the committee determines that such a change would be in the Company's best interests. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF PROPOSAL TWO.
STOCKHOLDER COMMUNICATIONS
The Board recommends a voteFOR the ratification of Directors will give appropriate attention to written communications that are submitted by stockholders, and will respond if andappointment of PricewaterhouseCoopers LLP as appropriate. Absent unusual circumstances or as contemplated by committee charters and subject to any required assistance or advice from legal counsel, Ms. Susan C. Hyde, Secretary, is primarily responsiblethe Company's Independent Registered Public Accounting Firm for monitoring communications from stockholders and for providing copies or summaries of such communications to the Directors as she considers appropriate. This monitoring process has been approved by our Independent Directors.2020. We must receive at our principal executive offices any proposal that a stockholder intends to present at CPA®:18 – Global's 2017 Annual Meeting no later than January 2, 2017 in order to be included in CPA®:18 – Global's16 | Proxy Statement and formNotice of proxy relating to the 20172020 Annual Meeting pursuant to SEC Rule 14a-8 under the Exchange Act.
In addition, nominations by stockholders of candidates for Director or proposals of other business by stockholders, whether or not intended to be included in our proxy materials, must be submitted in accordance with our Bylaws in order to be considered at our 2017 Annual Meeting. Our Bylaws currently provide that, in order to bring any business or nominations before an annual meeting of stockholders, the stockholder must give timely notice of such nomination or proposal in writing to the Secretary of CPA®:18 – Global. To be timely, a stockholder's notice must contain all the information set forth in Section 11 of Article II of our Bylaws and be delivered to the Secretary of CPA®:18 – Global at the principal executive offices of CPA®:18 – Global not earlier than 150 days nor later than 5:00 p.m., New York City Time, on the 120th day prior to the first anniversary of the mailing of the notice for the preceding year's annual meeting (unless the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the preceding year's annual meeting, in which case the notice must be delivered to our Secretary not earlier than 150 days prior to the date of the annual meeting and not later than 5:00 p.m., New York City Time, on the later of the 120th day prior to the date of the annual meeting or the tenth day following the day on which public announcement of the date of the meeting is
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first made). Accordingly, under our current Bylaws, a stockholder nomination or proposal intended to be considered at the 2017 Annual Meeting must be received by us no earlier than December 3, 2016 and not later than January 2, 2017. Our Secretary will provide a copy of our Bylaws upon written request and without charge.
Stockholders and other interested persons who wish to send communications on any topic to the Board of Directors should address such communications in care of Ms. Susan C. Hyde, Secretary, Corporate Property Associates 18 – Global Incorporated, 50 Rockefeller Plaza, New York, NY 10020.
VIEW MATERIALS & VOTE w SCAN TO CORPORATE PROPERTY ASSOCIATES 18 - GLOBAL INCORPORATED ATTN: INVESTOR RELATIONS 50 ROCKEFELLER PLAZA, FL 2 NEW YORK, NY 10020 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E10757-P78983D14889-P38625 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. CORPORATE PROPERTY ASSOCIATES 18 - GLOBAL INCORPORATED For Withhold For All AllAllExcept To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. The Board of Directors recommends you vote FOR the following Directors to serve until the 20172021 annual meeting: ! ! ! 1.Election of Directors Nominees: 01) Dr. MarshallJason E. BlumeFox 02) Mark J. DeCesaris 03) Elizabeth P. Munson 04)03) Richard J. Pinola 05) James D. Price The Board of Directors recommends that you vote FOR the following proposal: For Against Abstain ! ! ! 2.Ratification of Appointment of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for 2016.2020. NOTE: Such other matters as may properly come before the meeting at the discretion of the proxy holders. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date  
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Annual Report and Form 10-K are available at www.proxyvote.com. E10758-P78983D14890-P38625 CORPORATE PROPERTY ASSOCIATES 18 - GLOBAL INCORPORATED Annual Meeting of Stockholders June 15, 201610, 2020 This proxy is solicited by the Board of Directors The undersigned stockholder of Corporate Property Associates 18 - Global Incorporated, a Maryland corporation (the "Company"), appoints Thomas E. ZachariasToniAnn Sanzone and Susan C. Hyde, and each of them, with full power of substitution, as proxy to attend the Annual Meeting of Stockholders of the Company to be held at Corporate Property Associates 18 - Global Incorporated's executive offices, 50 Rockefeller Plaza, New York, New York 10020, on June 15, 2016,10, 2020, at 12:00 p.m., local time, and any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such meeting and otherwise to represent the undersigned at the meeting with all powers possessed by the undersigned if personally present at the meeting. The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting of Stockholders and of the accompanying Proxy Statement, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to such meeting. Continued and to be signed on reverse side  
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