SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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o Preliminary Proxy Statement
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þ Definitive Proxy Statement
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o Soliciting Material under §240.14a-12
Corporate Property Associates 16 – Global Incorporated
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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TABLE OF CONTENTS
May 1, 2009
Notice of Annual Meeting of Stockholders
to be Held Wednesday, June 10, 2009
Dear CPA®:16 – Global Stockholder,
On Wednesday, June 10, 2009, Corporate Property Associates 16 – Global Incorporated, a Maryland corporation (“CPA®:16 – Global”), will hold its 2009 Annual Meeting of Stockholders (the “Annual Meeting”) at CPA®:16 – Global’s executive offices, 50 Rockefeller Plaza, New York, New York, 10020. The meeting will begin at 4:00 p.m. local time.
We are holding this Annual Meeting:
| • | | To consider and vote upon a proposal to elect three Directors to serve for one year terms expiring at the 2010 annual meeting and until their respective successors are duly elected and qualifies; and |
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| • | | To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. |
THE BOARD OF DIRECTORS OF CPA®:16 – GLOBAL RECOMMENDS THAT YOU VOTE FOR EACH OF THE NOMINEES FOR ELECTION AS DIRECTOR.
Only stockholders of record who owned stock at the close of business on April 16, 2009 are entitled to vote at the Annual Meeting or any adjournment or postponement thereof.
CPA®:16 – Global mailed this Proxy Statement, proxy, and its Annual Report to its stockholders on or about May 1, 2009.
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| By Order of the Board of Directors
 Susan C. Hyde Managing Director and Secretary | |
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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 10, 2009:
This Proxy Statement and our Annual Report to stockholders are available at www.proxyvoting.com/wpc.
CORPORATE PROPERTY ASSOCIATES 16 – GLOBAL INCORPORATED
PROXY STATEMENT
MAY 1, 2009
QUESTIONS & ANSWERS
The accompanying proxy is solicited by the Board of Directors of Corporate Property Associates 16 – Global Incorporated, a Maryland corporation, for use at its annual meeting of stockholders (the “Annual Meeting”) to be held on June 10, 2009 at 50 Rockefeller Plaza, New York, New York, 10020 at 4:00 p.m. local time, or any adjournment thereof. As used herein, “CPA®:16 – Global,” the “Company,” “we” and “us” refer to Corporate Property Associates 16 – Global Incorporated.
Who is soliciting my proxy?
The Board of Directors of CPA®:16 – Global are sending you this Proxy Statement and enclosed proxy.
Who is entitled to vote at the Annual Meeting?
Stockholders of record of CPA®:16 – Global as of the close of business on April 16, 2009 (the “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®:16 – Global had 122,875,684 shares outstanding and entitled to vote. Every stockholder is entitled to one vote for each share held.
How do I vote?
You may vote your shares 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 and return it in the enclosed envelope, or follow the instructions on the enclosed proxy for authorizing your proxy by telephone or Internet. If you return your proxy by mail but fail to mark your voting preference, your shares will be voted FOR each of the nominees. We suggest that you return a proxy 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®:16 – Global’s Secretary, Susan C. Hyde, in writing or submitting a new proxy in writing, or by voting in person at the Annual Meeting. The mailing address of CPA®:16 – Global is 50 Rockefeller Plaza, New York, New York 10020. You should mail your notice of revocation of proxy to that address.
What is a quorum?
A quorum is the presence, either in person or represented by proxy, of a majority of the shares entitled to vote 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 non-votes as unvoted for purposes of determining the approval of any matter submitted to the stockholders for a vote.
What vote is needed to approve the election of each of the nominees as Director?
The affirmative vote of a majority of all the votes cast at a meeting of stockholders duly called at which a quorum is present is required to elect a Director. No stockholder shall have the right to cumulative votes. Unless otherwise required by our charter or Bylaws or Maryland law, proposals must also receive the affirmative vote of a majority of all the votes cast at a stockholder meeting at which a quorum is present.
How is my vote counted?
If you properly execute a proxy 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. If no specification is made, the common stock will be voted FOR the nominees for Director and as recommended by our 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 which are likely to be brought before the Annual Meeting. However, if any other matters properly come before the Annual Meeting, your signed proxy gives authority to the persons named in the enclosed proxy 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®:16 – 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. Currently, we do not intend to retain a solicitation firm to assist in the solicitation of proxies, but if sufficient proxies are not returned to us, we may retain an outside firm to assist in proxy solicitation for a fee estimated to be $50,000 or less, plus out-of-pocket expenses. We may request 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. We expect the total cost of this proxy solicitation, assuming an outside solicitation firm is not needed, to be approximately $90,000.
CPA®:16 – Global will provide stockholders, without charge, a copy of CPA®:16 – Global’s Annual Report onForm 10-K filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2008, including the financial statements and schedules attached thereto, but excluding exhibits, upon written request to Ms. Susan C. Hyde, Director of Investor Relations, at Corporate Property Associates 16 – Global Incorporated, 50 Rockefeller Plaza, New York, New York 10020.
ELECTION OF DIRECTORS
At the Annual Meeting, you and the other stockholders will elect three 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, proxies will be voted for another person nominated by the Board of Directors. Currently, the Board of Directors is unaware of any circumstances which would result in a nominee being unavailable. All of the nominees are now members of the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES FOR ELECTION AS DIRECTOR.
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NOMINATING PROCEDURES
CPA®:16 – 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 CPA®:16 – Global’s Bylaws, 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. Affiliated Directors (those who are officers or are not otherwise considered independent) similarly act together to evaluate and nominate other Affiliated Directors. If there are no Affiliated Directors, then Affiliated Directors may 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 which 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 advisers and consultants and to compensate them for their services. The Board of Directors did not retain any such advisers or consultants during 2008. In considering whether to recommend any candidate for inclusion in the Board of Director’s slate of recommended Director nominees, including candidates recommended by stockholders, the Board of Directors will apply the criteria which are set forth in our Bylaws, 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 necessarily applicable to all prospective nominees. 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.
Stockholders may nominate individuals for election to the Board by complying with the notice procedures set forth in our Bylaws. Please see the section titled “Stockholder Communications” 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 the person; |
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| • | | the principal occupation or employment of the person; |
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| • | | the number of shares of CPA®:16 – Global stock which are beneficially owned by the person; and |
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| • | | any other information relating to the person that is required to be disclosed in solicitations for proxies of re-election of Directors pursuant to SEC Rule 14(a) of the Securities Exchange Act of 1934 (the “Exchange Act”). |
Also, the stockholder giving notice must provide the name and record address of the stockholder and the number of shares which are beneficially owned by the stockholder.
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The Board of Directors may require any proposed nominee to furnish such other information as may reasonably be required by CPA®:16 – 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 declare that the defective nomination shall be disregarded.
NOMINEES FOR THE BOARD OF DIRECTORS
Unless otherwise specified, proxies will be voted FOR the election of the named nominees. 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 now a member of the Board of Directors.
Detailed information on each nominee for election to the Board of Directors is provided below.
Wm. Polk Carey
Age: 78
Director Since: 2003
Mr. Carey serves as Chairman of the Board of Directors. Mr. Carey has also served as a Director and Chairman of Corporate Property Associates 14 Incorporated (“CPA®:14”) since 1997, Corporate Property Associates 15 Incorporated (“CPA®:15”) since 2001, Corporate Property Associates 17 Incorporated – Global (“CPA®:17 – Global”) since October 2007 and W. P. Carey & Co. LLC since 1997. He also serves as Chairman of the Board of Carey Asset Management Corp., CPA®:16 – Global’s advisor. Mr. Carey was also Co-CEO of CPA®:14, CPA®:15 and CPA®:16 – Global from 2002 through March 2005. Mr. Carey has been active in lease financing since 1959 and a specialist in net leasing of corporate real estate property since 1964. Before founding W. P. Carey & Co., Inc. in 1973, he served as Chairman of the Executive Committee of Hubbard, Westervelt & Mottelay (subsequently Merrill Lynch Hubbard), head of Real Estate and Equipment Financing at Loeb, Rhoades & Co. (subsequently Lehman Brothers), and Vice Chairman of the Investment Banking Board and Director of Corporate Finance of duPont Glore Forgan Inc. A graduate of the University of Pennsylvania’s Wharton School, Mr. Carey also received his Sc.D.honoris causafrom Arizona State University, D.C.S.honoris causafrom The City University of New York and D.C.L.honoris causafrom the University of the South. He is a Trustee of The Johns Hopkins University and of other educational and philanthropic institutions. He serves as Chairman and a Trustee of the W. P. Carey Foundation and has served as Chairman of the Penn Institute for Economic Research. In the fall of 1999, Mr. Carey was Executive-in-Residence at Harvard Business School.
Elizabeth P. Munson*
Age: 52
Director Since: 2004
Ms. Munson serves as an Independent Director and as a member of the Audit Committee of the Board of Directors. Ms. Munson has also served as an Independent Director and a member of the Audit Committees of CPA®:14 from December 2006 until September 2007, having previously served in those capacities from April 2002 to December 2003, CPA®:15 since April 2003 and CPA®:17 – Global since October 2007. Ms. Munson is the President and a Director of The Rockefeller Trust Company (New York) and The Rockefeller Trust Company (Delaware), joining those companies in June 2001. Ms. Munson is also a Managing Director of, and head of Wealth Management Services for, Rockefeller & Co. Prior to joining Rockefeller, she was a partner in the Private Clients Group of White & Case LLP from January 1993 to June 2001 and an associate at White & Case LLP from October 1983. Ms. Munson is a member of the Board of Managers, Vice President and Secretary of Episcopal Social Services, New York, New York, is a member of the Board of Directors and President of United Neighbors of East Midtown, New York, New York and is a member of the Board of Trustees and Secretary, and Chair of the Audit
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Committee, of Friends of WWB/USA Inc., New York, New York. Ms. Munson received her B.A. from Yale University, her J.D. from Harvard University and her Masters in Tax Law from New York University.
Richard J. Pinola*
Age: 63
Director Since: 2006
Mr. Pinola serves as an Independent Director and Chairman of the Audit Committee of the Board of Directors. Mr. Pinola has also served as an Independent Director and Chairman of the Audit Committees of CPA®:14 – Global from July 2006 to April 2008, CPA®:15 from August 2006 to September 2007 (and as an Independent Director on the Audit Committee again since June 2008) and CPA®:17 – Global since October 2007. Mr. Pinola served as Chief Executive Officer and Chairman of Right Management Consultants from 1994 through 2004. He served as a Director of the company from 1990 and as CEO from 1992 until Right Management 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 service firm. He was also a CPA with PriceWaterhouse & Co. (now PricewaterhouseCoopers). Mr. Pinola is a Director on the Boards of: K-Tron International, Kenexa Inc., Bankrate.com and Nobel Learning Communities, where he serves as Chairman of two audit committees and on various other committees. He is also on the boards of the Visiting Nurses Association and King’s College. 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.
*Independent Director
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Gordon F. DuGan
Age: 42
Mr. DuGan has served as Chief Executive Officer since 2005. He was a member of the Board of Directors from December 2003 to July 2008. Mr. DuGan has been President of W. P. Carey & Co. LLC since 1999 and CEO since 2005, having served as co-CEO since 2002; prior to that, he served in various capacities, including Deputy Head of Investment. He also serves as President and CEO of Carey Asset Management Corp., CPA®:16 – Global’s advisor. Mr. DuGan has served as CEO and a Director of CPA®:14 from February 2005 until April 2006 and then from June 2007 through July 2008, CPA®:15 since 2005 and CPA®:17 – Global since October 2007. Mr. DuGan serves as a Trustee of the W. P. Carey Foundation. He also serves on the Board of the New York Pops, is a member of the Young Presidents Organization and the Council on Foreign Relations. He recently joined the Advisory Board of the Innocence Project and the Advisory Board of India 2020, Limited, a private equity firm investing in Indian middle-market businesses. Mr. DuGan is a former member of the Board of NAREIT. Mr. DuGan received his B.S. in Economics from the Wharton School at the University of Pennsylvania.
Thomas E. Zacharias
Age: 55
Mr. Zacharias has served as President since 2003. He has also served as Chief Operating Officer and Managing Director of W. P. Carey & Co. LLC, CPA®:14 and CPA®:15 since 2005, and CPA®:17 – Global since October 2007. Mr. Zacharias joined W. P. Carey & Co. LLC in 2002 and is head of the Asset Management Department. Mr. Zacharias previously served as an Independent Director of CPA®:14 from 1997 to 2001 and CPA®:15 in 2001. Prior to joining W. P. Carey & Co. LLC, 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 the largest private equity REIT. Mr. Zacharias received his undergraduate degree,magna cum laude, from Princeton University in 1976 and a Masters in Business Administration from Yale School of Management in 1979. He is a member of the Urban Land Institute, International Council of Shopping Centers and NAREIT, and served as a Trustee of Groton School in Groton, Massachusetts between 2003 and 2007.
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Mark J. DeCesaris
Age: 50
Mr. DeCesaris has served as Acting Chief Financial Officer, Chief Administrative Officer and Managing Director since November 2005. He has also served in the same capacities with W. P. Carey & Co. LLC, CPA®:14 and CPA®:15 since November 2005, and CPA®:17 – Global since October 2007. Mr. DeCesaris had previously been a consultant to W. P. Carey & Co. LLC’s finance department since May 2005. Prior to joining W. P. Carey & Co. LLC, from 2003 to 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 his responsibilities included overseeing the integration of acquisitions and developing and implementing a shared service organization to reduce annual operating costs. From 1999 to 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 1994 to 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, PA. Mr. DeCesaris graduated from Kings College with a B.S. in Accounting and a B.S. in Information Technology. He currently serves as a member of the Board of Trustees of Kings College.
John D. Miller
Age: 64
Mr. Miller has served as Chief Investment Officer since 2005. He has also served in the same capacities with W. P. Carey & Co. LLC, CPA®:14 and CPA®:15, and CPA®:17 – Global since October 2007. Mr. Miller joined W. P. Carey & Co. LLC in 2004 as Vice Chairman of Carey Asset Management. Mr. Miller was a Co-founder of StarVest Partners, L.P., a technology oriented venture capital fund. He was Chairman and President of the StarVest management company from 1998 to 2005 and served on a number of boards of its portfolio companies until the end of the fund’s active investment period in 2005. Mr. Miller continues to retain a Non-Managing Member interest in StarVest. From 1995 to 1998, he served as President of Rothschild Ventures Inc., the private investment unit of Rothschild North America, a subsidiary of the worldwide Rothschild Group, where he helped raise and was Co-chair of the Rothschild Recovery Fund. Prior to joining Rothschild in 1995, he held positions at two private equity firms, Credit Suisse First Boston’s Clipper group and Starplough Inc., an affiliate of Rosecliff. Mr. Miller previously served in investment positions at the Equitable, including serving as President and Chief Executive Officer of Equitable Capital Management Corporation, and as head of its corporate finance department. He currently serves on the Board of FX Real Estate and Entertainment Inc. He received his B.S. from the University of Utah and an M.B.A. from the University of Santa Clara.
AUDIT COMMITTEE MATTERS
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, 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 and 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 (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.cpa16global.com) in the “Corporate Governance” section.
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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®:16 – Global’s fiscal 2008 audited financial statements.
The Audit Committee held four regularly scheduled quarterly meetings and four additional meetings during 2008.
The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2008 with the management of CPA®:16 – 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 Independent Registered Public Accounting Firm the matters required to be discussed by Statement on Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board, or PCAOB, in Rule 3200T. 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®:16 – Global and its affiliates. Based on review and discussions of CPA®:16 – Global’s audited financial statements with management and discussions with the Independent Registered Public Accounting Firm, the Audit Committee recommended to the Board of Directors that the audited financial statements for the fiscal year ended December 31, 2008 be included in the Annual Report on Form 10-K for filing with the SEC.
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| Submitted by the Audit Committee:
Richard J. Pinola, Chairman Elizabeth P. Munson | |
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Fees Billed By PricewaterhouseCoopers LLP During Fiscal Years 2008 and 2007
The following table sets forth the approximate aggregate fees billed to CPA®:16 – Global during fiscal years 2008 and 2007 by PricewaterhouseCoopers LLP, categorized in accordance with SEC definitions and rules:
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| | 2008 | | | 2007 | |
Audit Fees(1) | | $ | 446,792 | | | $ | 443,888 | |
Audit Related Fees(2) | | | 0 | | | | 0 | |
Tax Fees(3) | | | 7,236 | | | | 110,432 | |
All Other Fees | | | 0 | | | | 0 | |
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Total Fees($) | | $ | 454,028 | | | $ | 554,320 | |
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(1) | | Audit Fees: This category consists of fees for professional services rendered for the audits of CPA®:16 – Global’s fiscal 2008 and 2007 financial statements and the review of the financial statements included in the Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 2008 and 2007 and other audit services. |
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(2) | | Audit Related Fees: This category consists of audit related services performed by PricewaterhouseCoopers LLP. No fees were billed for assurance and audit related services rendered by PricewaterhouseCoopers LLP for the years ended 2008 and 2007. |
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(3) | | Tax Fees: This category consists of fees billed to CPA®:16 – Global by PricewaterhouseCoopers LLP for tax compliance and consultation services. |
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 any pre-approval 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 this 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. For fiscal year 2008, pre-approved non-audit services included those services described above for “Tax Fees.”
BOARD MEETINGS AND DIRECTORS’ ATTENDANCE
There were four regular quarterly Board meetings, two additional Board meetings, and eight Audit Committee meetings held in 2008 and each Director attended at least seventy-five percent of the aggregate Audit Committee meetings and Board meetings held while he or she was a Director. The Board of Directors of CPA®:16 – Global does not have a standing nominating or compensation committee.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS – FISCAL 2008
We have no employees. Day-to-day management functions are performed by Carey Asset Management Corp. or its affiliates (collectively, our “advisor”). During 2008, 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 services as officers; however, we reimburse our advisor for the services of its personnel, including those who serve as our officers pursuant to the advisory agreement. 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®:16 – Global pays its Directors who are not officers an annual cash retainer of $19,333, an additional annual cash retainer of $6,000 for the Chairman of the Audit Committee, $1,000 for in-person attendance at each regular quarterly board meeting, and an annual grant of $10,000 of shares of our common stock, valued based upon our most recently published estimated net asset value. Wm. Polk Carey, the Chairman of the Board of Directors, and Gordon F. DuGan, the Company’s Chief Executive Officer who resigned as a member of the Board of Directors in July 2008, did not receive compensation for serving as Directors.
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| | Fees Earned or | | | Stock Awards | | | All Other Compensation | | | Total | |
Director | | Paid in Cash | | | ($)(1) | | | ($)(2) | | | ($) | |
Marshall E. Blume(3) | | $ | 4,500 | | | $ | 0 | | | $ | 0 | | | $ | 4,500 | |
Elizabeth P. Munson | | | 21,999 | | | | 10,000 | | | | 332 | | | | 32,331 | |
Richard J. Pinola | | | 26,999 | | | | 10,000 | | | | 332 | | | | 37,331 | |
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(1) | | Amounts in the “Stock Awards” column reflect the compensation expense recorded in our financial statements for 2008 pursuant to Statement of Financial Accounting Standards No. 123 (R) related to the annual grant of $10,000 of shares of our common stock based upon our most recently published estimated net asset value per share of $9.80. |
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(2) | | All Other Compensation reflects dividends paid on the stock awards set forth in the table. |
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(3) | | Mr. Blume resigned as a member of the Board of Directors in April 2008. |
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®:16 – Global has no employees and pays no direct compensation. As a result, CPA®:16 – 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®:16 – Global reimburses an affiliate of W. P. Carey & Co. LLC for CPA®:16 – Global’s proportional share of the cost incurred by affiliates of W. P. Carey & Co. LLC in paying Wm. Polk Carey and Gordon F. DuGan, in connection with their services on behalf of the Company, other than Mr. Carey’s service as a Director. Please see the section titled “Certain Relationships and Related Transactions” for additional details regarding reimbursements to W. P. Carey & Co. LLC and its affiliates.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As noted above, CPA®:16 – Global’s Board of Directors has not appointed a compensation committee. None of the members of the CPA®:16 – Global Board of Directors are involved in a relationship requiring disclosure as an interlocking Executive Officer/Director or under Item 404 of Regulation S-K or as a former officer or employee of CPA®:16 – 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.
The following table shows how many shares of CPA®:16 – Global’s common stock were owned, as of the record date, by the Directors and Named Executive Officers. 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.
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| | | | | | | | |
| | Amount and | | | | |
| | Nature | | | | |
| | of Beneficial | | | Percentage of | |
Name of Beneficial Owner | | Ownership | | | Class | |
Wm. Polk Carey | | | 4,898,873 | (1) | | | 3.99 | % |
Elizabeth P. Munson | | | 2,321 | | | | * | |
Richard J. Pinola | | | 7,407 | | | | * | |
| | | | | | |
All Directors and Executive Officers as a Group (7 Individuals) | | | 4,911,333 | | | | 4.00 | % |
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* | | Less than 1%. |
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(1) | | Includes 3,002,355 shares owned by Carey Asset Management Corp., 578,238 shares owned by W. P. Carey International LLC and 1,318,280 shares owned by Carey REIT II, Inc. |
CODES OF ETHICS
CPA®:16 – Global’s Board of Directors has adopted a Code of Ethics which sets forth the standards of business conduct and ethics applicable to all of our employees, including our executive officers and Directors. This code is available on the Company’s website (www.cpa16global.com) in the “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
Wm. Polk Carey is the Chairman of our Board of Directors. During 2008, we retained our advisor to provide advisory services in connection with identifying, evaluating, negotiating, financing, purchasing and disposing of investments and performing day-to-day management services and certain administrative duties for us pursuant to an advisory agreement. Carey Asset Management Corp. is a Delaware corporation and wholly-owned subsidiary of W. P. Carey & Co. LLC, a Delaware limited liability company of which Wm. Polk Carey is Chairman of the board of directors and the beneficial owner of over 10% of its equity securities. For the services provided to us, the advisor earns asset management and performance fees, each of which is equal to one-half of one percent per annum of our average invested assets. The payment of performance fees is subordinated to the performance criterion, a non-compounded cumulative distribution return of 6% per annum, which was met as of June 2008. Asset management and performance fees are payable in cash or restricted stock at the option of the advisor. During 2008, the asset management and performance fees earned by the advisor totaled $24 million. For 2008, the advisor elected to receive its asset management fees in cash and performance fees in restricted shares of our common stock.
In addition, the advisory agreement provides for the advisor to earn acquisition fees in connection with our acquisition of assets averaging not more than 4.5%, based on the aggregate cost of investments acquired, of which 2% is deferred and payable in equal annual installments over three years beginning on January 1st of the year following that in which a property was purchased. Unpaid installments bear interest at 5% per annum. During 2008, the advisor earned acquisition fees totaling $7.6 million, payment of $3.4 million of which was subordinated and deferred. All investments acquired during 2008 were acquired using the proceeds from our second public offering, under the terms of which the advisor does not receive an acquisition expense allowance but is reimbursed for all reasonable direct third party acquisition related costs incurred. The advisor did not incur any direct third party costs related to our investment activity during 2008. We paid our first installment of deferred acquisition fees of $29.5 million to the advisor in cash on January 1, 2008. Unpaid installments of deferred acquisition fees totaled $15.7 million as of December 31, 2008 and are included in due to affiliates in our consolidated financial statements.
The advisor is entitled to receive subordinated disposition fees based on the total consideration received by us for the sale of our investments. Pursuant to the subordination provisions of the advisory agreement, the disposition fees may be paid only after the stockholders receive 100% of their initial investment from the proceeds of asset sales and a cumulative annual return of 6% (based on an initial share price of $10) since our inception.
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Payment of such amount, however, cannot be made until the subordination provisions are met. We had not sold any assets as of December 31, 2008 and so no such disposition fees have been accrued.
We own interest in property-owning entities ranging from 25% to 70%, with the remaining interests held by other CPA® REITs and affiliates of our advisor.
Because we do not have our own employees, the advisor employs, directly and through its affiliates, our officers and other personnel to provide services to us. During 2008, $3.1 million was paid to the advisor or its affiliates by us to cover such personnel expenses, which amount includes both cash compensation and employee benefits. In addition, pursuant to a cost-sharing arrangement among the CPA® REITs, the advisor and other affiliates of the advisor, we pay our proportionate share, based on adjusted revenues, of office rental expenses and of certain other overhead expenses. Under this arrangement, our share of office rental expenses for 2008 was $0.6 million.
In June 2008, our affiliate, CPA®:17 – Global, exercised its option to purchase an additional 49.99% interest in a venture in which we and CPA®:17 – Global previously held 99.99% and 0.01% interests, respectively. In connection with this transaction, CPA®:17 – Global assumed from us deferred acquisition fees payable totaling $0.6 million.
Policies and Procedures With Respect to Related Party Transactions
Our Bylaws generally provide that all of the transactions that we enter into with our “affiliates,” such as our Directors, Officers, advisor and their respective affiliates, must be, after disclosure of such affiliation, approved or ratified by a majority of our independent Directors and a majority of the Directors who are not otherwise interested in the transaction. In addition, such Directors and Independent Directors must determine that (1) 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 (2) 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.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based upon a review of filings with the SEC, CPA®:16 – Global believes our Directors, Executive Officers and beneficial owners of 10% or more of our shares did not timely file reports required to be filed under Section 16(a) as follows: a report covering 1,000 shares paid in June 2008 to each person who was then a Director by the Company as part of their Director fees was filed one day late due to an administrative error on the part of the Company. Corrective filings were made in respect of each of these transactions.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
From CPA®:16 – Global’s inception, we have engaged the firm of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm. The Audit Committee has engaged PricewaterhouseCoopers LLP as the Company’s auditors for 2009. PricewaterhouseCoopers LLP also serves as auditors for our affiliates, W. P. Carey & Co. LLC and its subsidiaries, CPA®:14, CPA®:15 and CPA®:17 – Global.
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.
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 or as contemplated by committee charters and subject to any required assistance or advice from legal counsel, Ms. Susan C. Hyde, Director of Investor Relations, 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.
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We must receive at our principal executive offices any proposal that a stockholder intends to present at CPA®:16 – Global’s 2010 Annual Meeting no later than January 1, 2010 in order to be included in CPA®:16 – Global’s Proxy Statement and form of proxy relating to the 2010 Annual Meeting pursuant to SEC Rule 14a-8 under the Exchange Act.
Under our current charter, all stockholder proposals to be presented in connection with the 2010 Annual Meeting of stockholders, other than proposals submitted pursuant to SEC Rule 14a-8 of the Exchange Act, must be received by CPA®:16 – Global’s Secretary not fewer than 120 days before the scheduled date of the 2010 Annual Meeting. In addition, any stockholder wishing to nominate a Director at the 2010 Annual Meeting must provide timely written notice of such nomination, to CPA®:16 – Global’s Secretary, as set forth in our Bylaws. Under our current Bylaws, a stockholder’s notice regarding a nomination shall be timely if it is delivered to, or mailed and received at, the principal office of CPA®:16 – Global not less than 30 days nor more than 60 days prior to the 2010 Annual Meeting. Thus, if the 2010 Annual Meeting were to occur on June 10, 2010, then stockholder proposals must be received by February 10, 2010 and any stockholder’s notice of a Director nomination must be received not earlier than April 11, 2010, nor later than May 11, 2010. However, if fewer than 40 days’ notice or prior public disclosure of the date of the annual meeting is given or made to the stockholder, notice by the stockholder to be timely must be received not later than the close of business on the 10th day following the day on which such notice of the date of the 2010 Annual Meeting was mailed or such public disclosure was made. Our Secretary will provide a copy of our Bylaws upon written request and without charge.
Stockholders who wish to send communications on any topic to the Board of Directors should address such communications in care of Ms. Susan C. Hyde, Director of Investor Relations, at W. P. Carey & Co. LLC, 50 Rockefeller Plaza, New York, NY 10020.
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of Directors for thex Please mark your votes as indicated in this example The Board of Directors recommends a vote “FOR” all nominees. With- For All For hold Except 2. Such other matters as may properly come before the meeting at the discretion of the proxy holders. 1. Election of Directors for the One-YearTerm Expiring in 2010: (01) Wm. Polk Carey (02) Elizabeth P. Munson (03) Richard J. Pinola INSTRUCTION: To withhold authority to vote for any individual nominee, mark “For All Except” and write that nominee’s name in the space provided below. THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST AS DIRECTED OR SPECIFIED. IF THIS PROXY IS EXECUTED BUT NO DIRECTION IS GIVEN, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST FOR THE NOMINATED DIRECTORS. THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST FOR OR AGAINST ANY OTHER MATTERS THAT PROPERLY COME BEFORE THE MEETING AT THE DISCRETION OF THE PROXY HOLDER. SIGNATURE(S) MUST CORRESPOND EXACTLY WITH NAME(S) AS IMPRINTED HEREON. When signing in a representative capacity, please give the full title. When shares are held jointly, only one holder need sign. Please be sure to sign and datethis Proxy in the box below. Date Co-holder (if any) sign above Stockholder sign above *** IF YOU WISH TO AUTHORIZE YOUR PROXY BY TELEPHONE OR INTERNET, PLEASE READ THE INSTRUCTIONS BELOW *** ? FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ? AUTHORIZE YOUR PROXY BY TELEPHONE/INTERNETQUICK ___EASY ___IMMEDIATE Your telephone/Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Please have this card handy when you call. You will need it in front of you in order to complete the voting process. AUTHORIZE YOUR PROXY BY PHONE : You will be asked to enter the CONTROL NUMBER (look below at right). OPTION A: To vote as the Board of Directors recommends on the proposal, press 1. Your vote will be confirmed. OPTION B: If you choose to vote on the proposal on your own, press 2. You will hear these instructions: To vote FOR ALL nominees, press 1; to WITHHOLD FOR ALL nominees, press 2. To vote FOR ALL NOMINEES EXCEPT for certain of the nominees, press 3 and listen to the instructions. AUTHORIZE YOUR PROXY BY INTERNET : The web address is www.proxyvoting.com/wpc You will be asked to enter the CONTROL NUMBER (look below at right). If you authorize your proxy by telephone or internet, DO NOT mail back your proxy card. Please note that the last vote received, whether by telephone, internet or by mail, will be the vote counted. THANK YOU FOR VOTING FOR TELEPHONE/INTERNET PROXY AUTHORIZATION:CONTROL NUMBER Call ? ? ? Toll Free ? ? ? On a Touch Tone Telephone 1-888-514-4649 – ANYTIME There is NO CHARGE to you for this call TELEPHONE/INTERNET PROXY AUTHORIZATION DEADLINE: 12 midnight-June 9, 2009 |

REVOCABLE PROXY CORPORATE PROPERTY ASSOCIATES 16 – GLOBAL INCORPORATED Proxy for Annual Meeting of Stockholders – June 10, 2009 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned stockholder of Corporate Property Associates 16 – Global Incorporated, a Maryland corporation (the “Company”), appoints Thomas E. Zacharias and Mark J. DeCesaris, 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 16 – Global Incorporated’s executive offices, 50 Rockefeller Plaza, New York, New York 10020, on June 10, 2009, at 4:00 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. PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR AUTHORIZE YOUR PROXY VIA THE INTERNET OR BY TELEPHONE. (Continued, and to be marked, dated and signed, on the other side) ? FOLD AND DETACH HERE ? CORPORATE PROPERTY ASSOCIATES 16 – GLOBAL INCORPORATED ANNUAL MEETING – JUNE 10, 2009 YOUR VOTE IS IMPORTANT! You can authorize your proxy in one of three ways: 1. Call toll free 1-888-514-4649 on a Touch Tone telephone and follow the instructions on the reverse side. There is NO CHARGE to you for this call. or 2. Via the Internet at www.proxyvoting.com/wpc and follow the instructions. or 3. Mark, sign and date your proxy card and return it promptly in the enclosed envelope. PLEASE VOTE Printed on recycled paper |