Carey Watermark Investors DEF 14A Definitive proxy

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UNITED STATES
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.           )

Filed by the Registrantþ
Filed by a Party other than the Registranto
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o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material under §240.14a-12

Carey Watermark Investors 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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Notice of Annual Meeting of Stockholders
to be Held Tuesday, June 25, 2019

April 22, 2019

Dear CWI 1 Stockholder,

On Tuesday, June 25, 2019, Carey Watermark Investors Incorporated, a Maryland corporation ("CWI 1"), will hold its 2019 Annual Meeting of Stockholders (the "Annual Meeting") at CWI 1's executive offices, 50 Rockefeller Plaza, New York, New York, 10020. The meeting will begin at 12:00 p.m. local time.

We are holding the Annual Meeting:

•

to consider and vote upon a proposal to elect five Directors to serve until the 2020 annual meeting and until their respective successors are duly elected and qualify;

•

to ratify the appointment of PricewaterhouseCoopers LLP as CWI 1's Independent Registered Public Accounting Firm for 2019; and

•

to transact such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

Only stockholders of record who owned stock at the close of business on April 10, 2019 are entitled to vote at the Annual Meeting or any adjournment or postponement thereof.

CWI 1 mailed this Proxy Statement, proxy card and its Annual Report to stockholders on or about May 1, 2019.

By Order of the Board of Directors

Susan C. Hyde
Chief Administrative Officer and Secretary

HOW TO VOTE
	INTERNET	PHONE	MAIL	IN PERSON
Whether or not you attend, it is important that your shares be represented and voted at the Annual Meeting.
You may vote your shares by 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 2019 Annual Meeting of Shareholders to Be Held on June 25, 2019:
This Proxy Statement and the Annual Report to Shareholders are available atwww.proxyvote.com.

Table of Contents

1	Questions & Answers
3	Proposal One: Election of Directors
	3	Nominating Procedures
	4	Nominees for the Board of Directors
9	Executive Officers
10	Governance Matters
	10	Board's Role in Risk Oversight and its Leadership Structure
	10	Board Meetings and Directors' Attendance
	10	Code of Ethics
	10	Certain Relationships and Related Transactions
	12	Policies and Procedures With Respect to Related Party Transactions
	12	Stockholder Communications
13	Compensation of Directors and Executive Officers—Fiscal 2018
	14	Board Report on Executive Compensation
	14	Compensation Committee Interlocks and Insider Participation
15	Securities Ownership of Certain Beneficial Owners, Directors and Management
15	Equity Compensation Plan Information
16	Section 16(a) Beneficial Ownership Reporting Compliance
17	Board Committees
18	Report of the Audit Committee
19	Audit Committee Matters
	19	Fees Billed by PricewaterhouseCoopers LLP During Fiscal Years 2018 and 2017
	19	Pre-Approval by Audit Committee
20	Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm

CAREY WATERMARK INVESTORS INCORPORATED

PROXY STATEMENT
APRIL 22, 2019

Questions & Answers

The accompanying proxy is solicited by the Board of Directors of Carey Watermark Investors Incorporated, a Maryland corporation, for use at its 2019 annual meeting of stockholders (the "Annual Meeting") to be held on June 25, 2019 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, "CWI 1," the "Company," "we" and "us" refer to Carey Watermark Investors Incorporated, a non-listed real estate investment trust ("REIT") focused on lodging and lodging-related properties that is sponsored by W. P. Carey Inc. ("WPC").

Who is soliciting my proxy?

The Board of Directors of CWI 1 is sending you this Proxy Statement and enclosed proxy card.

Who is entitled to vote at the Annual Meeting?

Stockholders of record of CWI 1 as of the close of business on April 10, 2019 (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, CWI 1 had 141,007,846 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 by either attending the Annual Meeting or 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 CWI 1's Chief Administrative Officer and 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 CWI 1 is 50 Rockefeller Plaza, New York, New York 10020. You should mail your notice of revocation of proxy to that address.

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,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 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. For purposes of determining the approval of any matter submitted to the stockholders for a vote, however, the election

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Questions & Answers

inspectors will treat abstentions and broker non-votes as unvoted.

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 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.

Similarly, the affirmative vote of a majority of the votes cast by shares present in person or represented by proxy at the Annual Meeting is required to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2019.

Unless otherwise required by our Charter or Maryland law, other matters properly submitted for approval by the stockholders must receive the affirmative vote of a majority of the votes cast at the Annual Meeting.

How is my vote counted?

If you properly execute a proxy card in the accompanying form and 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 the 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?

CWI 1 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, Carey Lodging Advisors, LLC, our subadvisor, CWA, LLC, and/or their respective 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 $40,000, plus out-of-pocket expenses. We may ask banks, brokers, and other custodians, nominees and fiduciaries to forward copies of the Proxy Statement to their principals and request authority for the execution of proxies, and will reimburse such persons for their expenses in so doing.

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Proposal One: Election of Directors

At the Annual Meeting, you and the other stockholders will elect five Directors, each to hold office until the next Annual Meeting of stockholders and until his 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 of Directors recommends a voteFOR each of the nominees.

Nominating Procedures

CWI 1'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 and to compensate them for their services. The Board of Directors did not retain any such advisors or consultants during 2018.

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 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 mix of experience, knowledge and abilities

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Proposal One: Election of Directors

that will allow the Board of Directors to fulfill its responsibilities.

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:

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the name, age, business address and residence address of such individual;

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the class, series and number of any shares of CWI 1 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 Regulation 14A (or any successor provision) of 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*: the class, series and number of all shares of CWI 1 stock owned, if any; and if any shares are owned beneficially, but not of record, the nominee holder and number of shares owned;

•

as to such stockholder and any Stockholder Associated Person, the name and address of such stockholder, as they appear on CWI 1's stock ledger; 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 CWI 1 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 and that such 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.

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 CWI 1 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.

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Nominees for the Board of Directors

MICHAEL G. MEDZIGIAN Age: 59 Director
Since 2010
Mr. Medzigian has served as Chief Executive Officer and President of the Company since March 2008 and as a Director since September 2010. He has also served as Chief Executive Officer of Carey Watermark Investors 2 Incorporated ("CWI 2") since May 2014, and as President and a Director since February 2015. Mr. Medzigian has been Chairman and Managing Partner of Watermark Capital Partners, LLC ("Watermark Capital Partners"), the parent of both our subadvisor and the subadvisor for CWI 2, since its formation in May 2002. Watermark Capital Partners is a private real estate investment firm focused on hotels and resorts, golf, resort residential, fractional and club programs, and new-urbanism and mixed-use projects. Mr. Medzigian is also the Chief Executive Officer of Watermark Lodging Investors Manager, LLC, which is an affiliate of Watermark Capital Partners and the sole manager of Watermark Lodging Investors, LLC, a private lodging fund sponsored by Watermark Capital Partners. Through 2001, Mr. Medzigian was President and Chief Executive Officer of Lazard Freres Real Estate Investors and a Managing Director of Lazard where he was recruited to oversee the repositioning of Lazard's real estate private equity fund operations, one of the largest real estate repositionings in history. From 1994 to 1999, Mr. Medzigian was a Founding Partner of Olympus Real Estate Corporation, the real estate fund management affiliate of Hicks, Muse, Tate and Furst Incorporated. At Olympus he acquired and oversaw an extensive portfolio of lodging assets and companies. Earlier in his career, Mr. Medzigian was President of Cohen Realty Services, a Chicago-based real estate investment services firm, he founded and was National Director of the Hospitality Consulting Practice at Deloitte & Touche, and he held various management positions with Marriott Corporation. Mr. Medzigian currently serves as a Director of the American Hotel & Lodging Association, the Industry Real Estate Finance Council of the American Hotel & Lodging Association, Chairman of the Hospitality Investment Roundtable of the American Hotel & Lodging Association; and has previously served as Chairman and a Director of Atria, Inc., Chairman and a Director of Kapson Senior Quarters Corp., President, Chief Executive Officer and a Director of Park Plaza International, President, Chief Executive Officer and a Director of RockResorts, and as a Director of American Apartment Communities, the American Seniors Housing Association, Arnold Palmer Golf Management, the Assisted Living Federation of America, Dermody Properties, iStar Financial (including serving on its audit and compensation committees), Kemayan Hotels and Leisure (Australian ASX) and the Rubenstein Company. Mr. Medzigian also currently serves on the Marriott Owner Advisory Council and Marriott's Starwood U.S. Integration Advisory Board, and is a member of the Cornell Hotel Society and the Cornell University Council; and has also been a member of the Dean's Advisory Board of the Cornell University School of Hotel Administration, the Cornell Center for Real Estate Finance Industry Fellows, the Advisory Committee of the Cornell Innovation Network, the Cornell Real Estate Council, the Pension Real Estate Association, the Urban Land Institute (Chairman, Hotel Development Council), and the Young Presidents' Organization (Executive Committee Member). Mr. Medzigian received a Bachelor of Science from Cornell University. Mr. Medzigian's extensive experience in a broad range of investing activities in lodging assets, his executive experience with Watermark Capital Partners and his involvement in various companies, associations and councils in the hospitality industry led us to conclude that he should serve as a member of the Board of Directors. As our Chief Executive Officer, Mr. Medzigian makes information and insight about the Company's business directly available to the Directors in their deliberations.

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Nominees for the Board of Directors

JASON E. FOX Age: 46 Director Since 2018

Mr. Fox has served as Chairman and a member of the Board of Directors of the Company since January 1, 2018. Since that same date, he has also served as Chairman and a Director of CWI 2; as Chief Executive Officer and a Director of WPC; and Chief Executive Officer, President and a Director of Corporate Property Associates 18 – Global Incorporated ("CPA:18 – Global"), which is a publicly owned, non-listed REIT focused on net-leased commercial properties that is sponsored by WPC. 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 on October 31, 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 the various programs it managed since joining WPC in 2002. 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 WPC's Chief Executive Officer, Mr. Fox brings to the Board of Directors his extensive knowledge of investment and asset management, which led us to conclude that he should serve as a member of the Board of Directors.

CHARLES S. HENRY* Age: 66 Director Since 2010

Mr. Henry serves as Lead Independent Director and Chairman of the Audit Committee of the Board of Directors since December 6, 2018, having served as an Independent Director and as a member of the Audit Committee since September 2010. He also served as an Independent Director and as a member of the Audit Committee of CWI 2 from February 2015 to December 6, 2018. Mr. Henry served as the President of Hotel Capital Advisers,  Inc. ("HCA") since he founded HCA in 1994. Until June 2015, HCA managed a portfolio of hotel real estate and operating company investments with an equity value in excess of $2 billion. HCA's portfolio of assets included the Plaza in New York, the Savoy Hotel in London, and the Four Seasons George V in Paris, as well as hotel company investments that included stakes in Four Seasons Hotels, Fairmont Raffles Hotels International, and Moevenpick Hotels. Mr. Henry also served as a director of Four Seasons Hotels Inc. until the company was taken private in May 2007. Prior to founding HCA, Mr. Henry spent nine years in investment banking at CS First Boston and Salomon Brothers, where he was responsible for capital raising, property sales, and merger and financial advisory assignments in the hotel industry, including the sales of Regent International, Ramada, Holiday Inns, and Motel 6. Earlier in his career, Mr. Henry spent two years on the financial management faculty of the Cornell School of Hotel Administration. Additionally, he worked at Prudential Insurance in hotel asset management and at Hilton International in operations analysis. Mr. Henry received a B.S. in Hotel Administration and an M.B.A. in finance from Cornell University. Mr. Henry's executive experience with HCA, as well as his extensive experience in the investing and management of hotel assets, led us to conclude that he should serve as a member of the Board of Directors.

*

Independent Director

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Nominees for the Board of Directors

MICHAEL D. JOHNSON^* Age: 63 Director
Since 2010
Mr. Johnson serves as an Independent Director and as a member of the Audit Committee of the Board of Directors since September 2010. He also served in the same capacities for CWI 2 from February 2015 to December 6, 2018. Mr. Johnson has served as the President of John Carroll University since June 2018. He served as the Provost of Babson College from July 2016 to April 2018, and was previously Dean of Cornell University's School of Hotel Administration from June 2006 to June 2016. During his time at Cornell he oversaw programs including the Cornell Program in Real Estate and the university-wide undergraduate minor in real estate. Prior to joining Cornell University in 2006, Mr. Johnson was the D. Maynard Phelps Collegiate Professor of Business Administration from 1998 and a Professor of Marketing from 1995 at the University of Michigan's Ross School of Business. At Michigan, he served as the Director of the Center for Customer-Focused Management in Executive Education at the University of Michigan's Ross School of Business from 2004 to May 2006. Mr. Johnson also served as a member of the Executive Committee of the University of Michigan's Ross School of Business from 1996 to 1998. During his career, Mr. Johnson has consulted for a diverse range of companies and public agencies focusing on, among other things, marketing strategy, service management, customer portfolio management and customer satisfaction measurement and relationship management. Mr. Johnson is a founding member of the University of Michigan's National Quality Research Center where he was instrumental in the development of the American Customer Satisfaction Index. He has authored over a hundred academic articles and industry reports over his career and his five books have been published in six different languages. His books includeCompeting in a Service Economy: How to Create a Competitive Advantage through Service Development and Innovation(Jossey-Bass, 2003) and the award winningImproving Customer Satisfaction, Loyalty and Profit: An Integrated Measurement and Management System(Jossey-Bass, 2000). Mr. Johnson has served as associate editor of theJournal of Consumer Researchand on multiple editorial boards. Mr. Johnson holds a Ph.D. and M.B.A. from the University of Chicago and a Bachelor of Science degree with honors from the University of Wisconsin. Mr. Johnson's distinguished academic career, his expertise in marketing and customer relationship management, his leadership of the leading institution for hospitality industry education and research and his consulting experience in the hospitality industry led us to conclude that he should serve as a member of the Board of Directors.

*

Independent Director

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Nominees for the Board of Directors

SIMON M. TURNER^* Age: 57 Director
Since 2018
Mr. Turner has served as an Independent Director and a member of the Audit Committee of the Board of Directors since December 2018. He formed Alpha Lodging Partners in 2017 to make selective investments and to provide strategic and transactional advisory services to hospitality sector companies and investors. Mr. Turner served as an Independent Director of ClubCorp Holdings, Inc., a membership-based leisure company, including service on its audit, compensation, and nominating and corporate governance committees, from May 2017 until its acquisition in September 2017. He served as President, Global Development of Starwood Hotels & Resorts Worldwide from May 2008 to October 2016, where he was responsible for global development activities, including hotel and resort development, property acquisitions and dispositions, franchise and management pipeline expansion and real estate investment management. Prior to Starwood, he served as a Principal of Hotel Capital Advisers, Inc., a hotel investment advisory firm overseeing both hotel brands (Four Seasons and Fairmont) and property investments in North America and Europe, from June 1996 to April 2008. In that position, he led a number of high-profile hotel projects, including the acquisition, financing and repositioning of the Hotel George V in Paris and the Copley Plaza Hotel in Boston. His board service has included Fairmont Raffles Hotels International, The Four Seasons Resort and Club, and Four Seasons Hotels, Inc. Prior to 1996, he served as a Director of Investment Banking at Salomon Brothers Inc., where he was responsible for the structuring and execution of a broad range of hotel sector strategies, and in management positions at various other international hospitality firms. He is currently an adjunct lecturer at NYU's Hospitality and Tourism program and has also lectured frequently at Cornell University's School of Hotel Administration, as well as the university's executive education program, and at Columbia University's real estate graduate program. He is also a Trustee of the Urban Land Institute. He holds a B.S. in Hotel Administration from Cornell University. Mr. Turner's diverse leadership roles over 35 years in the hospitality sector, including as a senior executive and board member with oversight of public and private enterprises, and experience in numerous facets of business operations, strategy and complex transactions, led us to conclude that he should serve as a member of the Board of Directors.

*

Independent Director

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Executive Officers

MICHAEL G. MEDZIGIAN Age: 59 Director Since 2010	Mr. Medzigian became an executive officer when he became our Chief Executive Officer and President in March 2008. Since he is also a Board member, his biography appears on page 5 in Proposal One: Election of Directors.
JASON E. FOX Age: 46 Director Since 2018	Mr. Fox became an executive officer when he became the Chairman of the Board in January 2018. Since he is also a Board member, his biography appears on page 5 in Proposal One: Election of Directors.
MALLIKA SINHA Age: 41	Ms. Sinha has served as Chief Financial Officer of the Company since March 2017. Since that same date, she has also served as a Managing Director of WPC and as Chief Financial Officer of CPA:17 – Global (until its merger with WPC on October 31, 2018), CPA:18 – Global and CWI 2. From February 2015 to March 2017, as Senior Vice President Corporate Finance and then Executive Director, Ms. Sinha oversaw the Corporate Finance activities of the Company, WPC, CPA:17 – Global, CPA:18 – Global and CWI 2. She joined WPC in June 2011 as Senior Vice President and head of Accounting Policy and oversaw the establishment of company-wide accounting policies and reviewed complex accounting transactions. Before joining WPC, Ms. Sinha started her career in 1999 with PricewaterhouseCoopers LLP and worked in its Mumbai and New York offices until 2011. At PricewaterhouseCoopers LLP, she worked in a variety of roles, last serving as Director Transaction Services, where she advised clients on financing transactions, divestitures, and mergers and acquisitions. She is a Chartered Accountant from India and received her Bachelor of Commerce degree from the University of Mumbai, India.

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Governance Matters

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 the 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. In order to review and understand risk identification, management and mitigation strategies, 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 CWI 1.

We maintain separate roles for our Chairman of the Board and Chief Executive Officer in recognition of the differences between the two roles. We believe this leadership structure is currently in the best interests of the Company and our stockholders, is appropriate given the particular expertise and strengths of our Chairman and our Chief Executive Officer, and allows the individuals to focus on their primary roles. Our Chief Executive Officer, who is also the Chief Executive Officer of our subadvisor, has general responsibility for implementing the policies of the Company and for the management of the business and affairs of the Company, while our Chairman of the Board's role is to preside over meetings of the full Board of Directors and provide guidance to our Chief Executive Officer regarding the Company's strategy and performance. Our Independent Directors meet regularly in executive session and maintain an open line of communication with our Chairman and our Chief Executive Officer. The Board of Directors believes that its current leadership structure combined with actively involved Independent Directors provides effective corporate governance at the Board level and independent oversight of both the Board of Directors and our advisor.

Board Meetings and Directors' Attendance

There were six regular Board of Directors meetings, two additional Board of Directors meetings, and eight regular Audit Committee meetings held in 2018, and

each Director attended at least seventy-five percent of the aggregate Audit Committee meetings and Board meetings held during the year while he was a Director. The Board of Directors of CWI 1 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 2018 annual meeting of stockholders held on June 21, 2018.

Code of Ethics

CWI 1'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.careywatermark.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

On January 1, 2018, Mr. Fox joined the Board of Directors as Chairman. On that same date, he also became Chief Executive Officer and a member of the Board of Directors of WPC. During 2018, we retained our advisor, pursuant to an advisory agreement, to provide advisory services in connection with managing our overall portfolio, including providing oversight and strategic guidance to the independent property operators that manage our properties.

For services provided to the Company, the advisor earns an annual asset management fee equal to 0.50% of the aggregate average market value of our investments. Asset management fees are payable in cash or shares of our stock, or a combination of both, at the option of the advisor. For 2018, we incurred asset management fees due to the advisor totaling approximately $14.1 million, which were settled in shares of our stock. Carey Watermark Holdings, LLC ("Carey Watermark Holdings"), an affiliate of the advisor, also receives 10% of the available cash distributions of our operating partnership and a subordinated interest of 15% of the net proceeds from

10     |     Proxy Statement and Notice of 2019 Annual Meeting

Governance Matters

the sale, exchange or other disposition of operating partnership assets. Carey Watermark Holdings received aggregate distributions of approximately $5.1 million during 2018.

In addition, in return for performing services related to CWI 1's investment acquisitions, the advisor is paid acquisition fees of 2.5% of the total investment cost of the properties acquired and loans originated by us (not to exceed 6% of the aggregate contract purchase price of all investments and loans). We did not incur any acquisition fees in 2018. The advisor also receives disposition fees of up to 1.5% of the contract sales price of a property. We incurred $0.3 million of disposition fees during 2018. We will also pay the advisor a loan refinancing fee of up to 1% of a refinanced loan, if certain conditions described in our prospectus are met. In 2018, we paid the advisor approximately $0.7 million in refinancing fees.

Pursuant to the advisory agreement, we reimburse our advisor for the actual cost of personnel allocable to their time devoted to providing administrative services to us, as well as overhead expenses, including rent expense, which totaled approximately $6.4 million for the year ended December 31, 2018 (a portion of which is reimbursed to the subadvisor, as discussed below). The advisory agreement provides that, for the 12-month period ending on the last day of any fiscal quarter (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, 2018, our operating expenses were below this 2%/25% threshold. Our subadvisor provides services to the advisor, primarily relating to acquiring, managing, financing and disposing of our assets and overseeing the independent property operators that manage the day-to-day operations of our properties. The subadvisor is an Illinois limited liability company and wholly-owned subsidiary of Watermark Capital Partners, an Illinois limited liability company of which our Chief Executive Officer, Mr. Medzigian, is the Chairman and Managing Partner. Pursuant to the subadvisory agreement between our advisor and the subadvisor, the advisor pays 20% of the aforementioned fees earned under the advisory agreement to the subadvisor. During 2018, the advisor passed on approximately $2.5 million of

personnel and overhead reimbursements to the subadvisor, including approximately $200,000 with respect to Mr. Medzigian. In addition, the subadvisor owns a 20% interest in Carey Watermark Holdings.

At December 31, 2018, we owned interests in three ventures with our affiliate, CWI 2: the Ritz-Carlton Key Biscayne, the Marriott Sawgrass Golf Resort & Spa and the Ritz-Carlton Bacara, Santa Barbara. CWI 2 is a publicly owned, non-traded REIT that is also advised by our advisor and invests in lodging and lodging-related properties.A third-party also owns an interest in the Ritz-Carlton Key Biscayne.

During the third quarter of 2017, the Board of Directors and the Board of Directors of WPC approved secured loans from WPC to us of up to $100.0 million for acquisition funding purposes and $25.0 million for working capital purposes. On September 26, 2017, we entered into a secured credit facility (the "WPC Credit Facility") with our operating partnership as borrower and WPC as lender. The WPC Credit Facility consists of (i) a bridge term loan of $75.0 million (the "Bridge Loan") for the purpose of acquiring an interest in the Ritz-Carlton Bacara, Santa Barbara Venture and (ii) a $25.0 million revolving working capital facility (the "Working Capital Facility") to be used for our working capital needs.

The Bridge Loan is currently scheduled to mature on June 30, 2019, with one three-month extension available at our option. The Working Capital Facility is currently scheduled to mature on the earlier of December 31, 2019 or the expiration or termination of the advisory agreement. Both loans bear interest at LIBOR plus 1.0%; provided however, that upon the occurrence of certain events of default (as defined in the loan agreement), all outstanding amounts will be subject to a 2% annual interest rate increase.

We serve as guarantor of the WPC Credit Facility and have pledged our unencumbered equity interests in certain properties as collateral, as further described in the pledge and security agreement entered into between the borrower and lender. At December 31, 2018, the outstanding balances under the Bridge Loan and Working Capital Facility were $40.8 million and $0.8 million, respectively, with $24.2 million available to be drawn on the Working Capital Facility. During 2018, we incurred interest expense of $1.4 million.

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Governance Matters

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 an asset or assets from WPC, our advisor, the subadvisor, our Directors or their respective affiliates 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 subadvisor, our Directors or their respective affiliates, or (b) if the price to us is in excess of such cost, that a substantial justification for such excess is reasonable.

In 2018, Brenden Medzigian, who is the son of our Chief Executive Officer and President, was employed by our subadvisor. We reimbursed amounts in excess of $120,000 to the subadvisor related to Brendan Medzigian.

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, Chief Administrative Officer and 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 CWI 1's 2020 annual meeting no later than January 2, 2020 in order to be included in CWI 1's Proxy Statement and form of proxy relating to the 2020 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 2020 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 CWI 1. 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 CWI 1 at the principal executive offices of CWI 1 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 first made). Accordingly, under our current Bylaws, a stockholder nomination or proposal intended to be considered at the 2020 annual meeting must be received by us no earlier than December 3, 2019 and not later than January 2, 2020. 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, Chief Administrative Officer and Secretary, Carey Watermark Investors Incorporated, 50 Rockefeller Plaza, New York, NY 10020.

12     |     Proxy Statement and Notice of 2019 Annual Meeting

Compensation of Directors and Executive Officers—Fiscal 2018

We have no employees. Day-to-day management functions are performed by our advisor. Our advisor has appointed CWA, LLC as our subadvisor. Our subadvisor provides services to the advisor primarily relating to acquiring, managing, financing and disposing of our assets and overseeing the independent property operators that manage the day-to-day operations of our properties. In addition, the subadvisor provides us with the services of Michael G. Medzigian, our Chief Executive Officer, subject to the approval of our Independent Directors. We have not paid, and do not intend to pay, any compensation to our Executive Officers. While we do not reimburse our advisor for compensation or benefits paid to any of our other Executive Officers, we do reimburse our advisor for the services of personnel other than our Executive Officers. We also reimbursed our subadvisor (through our advisor) for $200,000 of Mr. Medzigian's compensation in relation to the services he provided to us in 2018. 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, and between our advisor and subadvisor.

In addition, we have adopted two stock incentive plans: the CWI 2010 Equity Incentive Plan (the "Incentive Plan") and the CWI Directors' Incentive Plan—2010 Equity Incentive Plan (the "Directors' Incentive Plan"). The purpose of the two stock incentive plans is to attract and retain the services of experienced and qualified individuals in a way that aligns their interests with those of our stockholders. Awards under the two stock incentive plans are in the form of restricted stock units ("RSUs") that are valued based upon the most recently published estimated net asset value per share ("NAV"). Awards under the plans are limited, on a combined basis, to 4% of the issued and outstanding shares of our common stock (on a fully diluted basis, including those issued and outstanding under the two stock incentive plans) at the

time the RSUs are awarded, subject to a ceiling of 4,000,000 shares. The stock incentive plans are administered by our Independent Directors, as the "Plan Administrator." When making decisions regarding awards under the Incentive Plan, the Plan Administrator considers various factors, including the incentive compensation payable to our advisor under the advisory agreement. The Plan Administrator may impose conditions on the transfer of RSUs received under the two stock incentive plans, and may impose other restrictions and requirements as it may deem appropriate. The Plan Administrator will also establish, as to each RSU issued under the two stock incentive plans, the terms and conditions upon which the restrictions on those shares shall lapse.

Pursuant to the Incentive Plan, as amended, awards may be granted to our officers, officers and employees of our subadvisor who perform services on our behalf, and to non-Director members of CWI 1's investment committee, if any. The Directors' Incentive Plan is for members of the Board of Directors who are not our employees or employees of WPC or Watermark Capital Partners. In 2018, 61,178 RSUs, which vest over three years, were awarded under the Incentive Plan and 17,292 RSUs, which fully vested upon grant, were awarded under the Directors' Incentive Plan.

In 2018, each non-employee Director was paid an annual cash retainer of $35,000 and an annual grant of $45,000 of RSUs. In addition, during 2018, the Chairman of our Audit Committee received an additional cash retainer of $10,000.

The table below sets forth the amount of compensation received by CWI 1's Directors in 2018. Mr. Fox, our Chairman, and Mr. Medzigian, our Chief Executive Officer, did not receive compensation for serving as Directors.

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Compensation of Directors and Executive Officers—Fiscal 2018

2018 Director Compensation Table

Director	Fees Earned or Paid in Cash ($)		Stock Awards(1) ($)		All Other Compensation(2) ($)		Total ($)
Charles S. Henry	​	35,000	​	45,000	​	1,232	81,232
Michael D. Johnson	​	35,000	​	45,000	​	1,232	81,232
Robert E. Parsons, Jr.(3)	​	45,000	​	45,000	​	1,240	91,240
William H. Reynolds, Jr.(3)	​	35,000	​	45,000	​	1,232	81,232
Simon M. Turner(3)	​	0	​	0	​	0	0
	​	150,000	​	180,000	​	4,936	334,936

(1)

Amounts in the "Stock Awards" column reflect the grant date fair value of awards of shares of our common stock granted for 2018, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation, related to the annual grant of $45,000 of shares of our common stock on June 21, 2018. The grant date fair value of each RSU was $10.41, our NAV at the time of the grant date.

(2)

All Other Compensation reflects dividends paid during 2018 on the shares underlying the RSUs set forth in the table. The dividends for the quarter ended December 31, 2018 were paid in January 2019.

(3)

Messrs. Parsons and Reynolds resigned from the Board of Directors effective December 6, 2018. Mr. Turner became a Director on December 14, 2018, but did not receive compensation for his service on the Board of Directors in 2018.

Each of our Independent Directors is entitled to reimbursement for up to $5,000 per annum of lodging, meals, parking and certain other expenses at all of our hotels. The purpose of this policy is to encourage our Independent Directors to visit our hotels in order to maintain and enhance their knowledge of our portfolio. If a Director does not use the annual allowance, the amount is forfeited. The aggregate amount reimbursed for the year ended December 31, 2018 was $1,384.

During the quarter ended December 31, 2018, the Board of Directors requested that its independent compensation consultant, Frederic W. Cook & Co., Inc. ("FW Cook"), conduct a review of the compensation paid to Directors as part of the Board of Directors' periodic review of such practices. Based on the results of that review and the advice of FW Cook, effective January 1, 2019, the Board of Directors approved increasing the annual cash retainer to $45,000 and the annual grant of RSUs to $60,000. There was no change to the annual cash retainer payable to the chairman of the Audit Committee. In December 2018, the Board of Directors formed a Special Committee of Independent Directors to begin the process of evaluating possible liquidity alternatives for our shareholders, for which each Independent Director was paid an annual cash retainer in January 2019 of $60,000, except for the Chairman of the Special Committee, Mr. Henry, who received an annual cash retainer of $75,000. The members of the Special Committee will also be reimbursed for any reasonable out-of-pocket

expenses incurred by them in connection with their service as members of the Special Committee.

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, CWI 1 has no employees, paid no direct compensation and the Board of Directors made no executive compensation decisions during 2018. As a result, CWI 1 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. Please see the section titled "Certain Relationships and Related Transactions" for details regarding reimbursements to WPC, Watermark Capital Partners and their respective affiliates of personnel expenses pursuant to the advisory and subadvisory agreements.

Compensation Committee Interlocks and Insider Participation

As noted above, CWI 1's Board of Directors has not appointed a compensation committee. None of the members of CWI 1'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 CWI 1.

14     |     Proxy Statement and Notice of 2019 Annual Meeting

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 CWI 1's common stock were owned, as of March 31, 2019, 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.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)		Percentage of Class
Michael G. Medzigian(2)		89,401	*
Charles S. Henry		26,181	*
Michael D. Johnson		26,181	*
Simon M. Turner		2,881	*
All Directors and Executive Officers as a Group (6 Individuals)		144,646	*

*

Less than 1%

(1)

Share amounts may not sum to total due to rounding of fractional shares.

(2)

Shares are held by the Michael G. Medzigian Revocable Trust.

Equity Compensation Plan Information

The following table presents information regarding our equity compensation plans as of December 31, 2018:

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights			Weighted Average Exercise Price of Outstanding Options Warrants and Rights			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by security holders		87,792	(1)		0	(2)		3,641,521	(3)
Equity compensation plans not approved by security holders		0			0			0
		87,792	(1)		0	(2)		3,641,521	(3)

(1)

Reflects unvested RSUs granted under the Incentive Plan.

(2)

All RSUs are settled in shares of common stock on a one-for-one basis and accordingly do not have a weighted-average exercise price.

(3)

Awards under the Incentive Plan and the Directors' Incentive Plan are limited in amount, on a combined basis, to 4% of the issued and outstanding shares of our common stock (on a fully diluted basis, including those issued and outstanding under the two stock incentive plans) at the time of award of the RSUs, subject to a ceiling of 4,000,000 shares.

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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, except as previously disclosed, our Directors and Executive Officers were in compliance with the reporting requirements of Section 16(a) during 2018. We know of no stockholder who beneficially owned more than 10% of our stock.

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Board Committees

The Board of Directors has established a standing Audit Committee, comprised of our Independent Directors, and a standing Investment Committee, comprised of all members of the Board of Directors. The Board of Directors does not have standing nominating or compensation committees.

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 our independence qualifications, and the 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 Securities and Exchange Commission ("SEC"). The Audit Committee is currently comprised of Charles S. Henry (Chairman), Michael D. Johnson and Simon M. Turner. The Board of Directors has determined that Mr. Henry, 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"). The Board of Directors has adopted a formal written charter for the Audit Committee, which can be found on our website (www.careywatermark.com) in the "Corporate Governance" section.

Investment Committee

All members of the Board of Directors are also members of the Investment Committee. Before a property is acquired, the transaction is reviewed by the Investment Committee to ensure that it satisfies our investment criteria. The Investment Committee is not directly involved in originating or negotiating potential investments, but instead functions as a separate and final step in the investment process.

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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 CWI 1's fiscal 2018 audited financial statements.

The Audit Committee held eight regularly scheduled meetings during 2018.

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2018 with the management of CWI 1.

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 under the rules adopted by the Public Company Accounting Oversight Board ("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 CWI 1. Based on review and discussions of CWI 1'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, 2018 be included in the Annual Report on Form 10-K for filing with the SEC.

Submitted by the Audit Committee:

Charles S. Henry, Chairman
Michael D. Johnson
Simon M. Turner

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Audit Committee Matters

Fees Billed by PricewaterhouseCoopers LLP During Fiscal Years 2018 and 2017

The following table sets forth the approximate aggregate fees billed to CWI 1 during fiscal years 2018 and 2017 by PricewaterhouseCoopers LLP, categorized in accordance with the rules and regulations of the SEC:

	2018		2017
Audit Fees(1)	$	966,000	$	1,103,600
Audit-Related Fees(2)		—		6,500
Tax Fees		—		—
All Other Fees		—		—
Total Fees	$	966,000	$	1,110,100

(1)

Audit Fees: this category consists of fees for professional services rendered for the audits of CWI 1's audited 2018 and 2017 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 for each of the 2018 and 2017 fiscal years (as well as other audit services, including Form 8-K review).

(2)

Audit-Related Fees: This category consists of audit-related services performed by PricewaterhouseCoopers LLP for 2017 and includes review of correspondence with the SEC.

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. Henry, the authority to approve such services on its behalf, provided that such action is reported to the Committee at its next meeting.

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Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm

From CWI 1'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 2019. PricewaterhouseCoopers LLP also serves as auditor for each of WPC, CPA:18 – Global, CWI 2 and Carey European Student Housing Fund I, 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 the Articles, the Bylaws or otherwise, the

Board of Directors is submitting the ratification of PricewaterhouseCoopers LLP's appointment for the year 2019 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 2019, 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 interests.

The Board of Directors recommends a voteFOR the ratification of appointment of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for 2019.

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VIEW MATERIALS & VOTE w SCAN TO CAREY WATERMARK INVESTORS 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: E77009-P19463 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. CAREY WATERMARK INVESTORS INCORPORATED The Board of Directors recommends you vote FOR the following Directors to serve until the 2020 annual meeting: 1. Election of Directors Nominees: 01) Jason E. Fox 02) Charles S. Henry 03) Michael D. Johnson 04) Michael G. Medzigian 05) Simon M. Turner 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 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 2019. 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. E77010-P19463 CAREY WATERMARK INVESTORS INCORPORATED Annual Meeting of Stockholders June 25, 2019 This proxy is solicited by the Board of Directors The undersigned stockholder of Carey Watermark Investors Incorporated, a Maryland corporation (the "Company"), appoints Mallika Sinha 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 Carey Watermark Investors Incorporated's executive offices, 50 Rockefeller Plaza, New York, New York 10020, on June 25, 2019, 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