Wheeler Real Estate Investment Trust, Inc. Announces Annual Meeting of Stockholders

TL;DR

<b>Wheeler Real Estate Investment Trust, Inc. is holding its Annual Meeting of Stockholders on May 6, 2024, for the election of directors and ratification of auditors.</b>

AI Summary

Wheeler Real Estate Investment Trust, Inc. (WHLRL) filed a Proxy Statement (DEF 14A) with the SEC on March 22, 2024. The Annual Meeting of Stockholders for Wheeler Real Estate Investment Trust, Inc. will be held on May 6, 2024, at 9:30 a.m. EDT. The meeting will take place in person at the Marriott Virginia Beach Oceanfront, not virtually. Stockholders can vote online at www.proxyvote.com, by telephone, or by mail before the meeting. Key agenda items include the election of seven members to the Board of Directors. The appointment of Cherry Bekaert LLP as the independent registered public accounting firm for fiscal year 2024 will be ratified.

Why It Matters

For investors and stakeholders tracking Wheeler Real Estate Investment Trust, Inc., this filing contains several important signals. This proxy statement provides stockholders with the information needed to vote on critical corporate governance matters, including director elections and auditor ratification. The in-person format of the meeting may affect stockholder participation and accessibility compared to a virtual meeting.

Risk Assessment

Risk Level: low — Wheeler Real Estate Investment Trust, Inc. shows low risk based on this filing. The filing is a routine proxy statement (DEF 14A) and does not contain new financial performance data or significant strategic changes, indicating a low level of immediate risk.

Analyst Insight

Stockholders should review the proxy materials carefully to make informed voting decisions on director nominees and auditor ratification.

Key Numbers

• 7 — Directors (Number of members to be elected to the Board of Directors.)
• 2024 — Fiscal Year (Fiscal year for which Cherry Bekaert LLP is proposed as auditor.)
• 9:30 a.m. EDT — Meeting Time (Scheduled start time for the Annual Meeting.)

Key Players & Entities

• Wheeler Real Estate Investment Trust, Inc. (company) — Registrant and filer of the proxy statement.
• May 6, 2024 (date) — Date of the Annual Meeting of Stockholders.
• Marriott Virginia Beach Oceanfront (company) — Location of the in-person Annual Meeting.
• Cherry Bekaert LLP (company) — Proposed independent registered public accounting firm.
• December 31, 2024 (date) — Fiscal year end for which the auditor is being appointed.
• Virginia Beach, VA (location) — Location of the company's business and mailing address.

FAQ

Industry Context

Wheeler Real Estate Investment Trust, Inc. operates as a real estate investment trust, focusing on acquiring and managing commercial properties.

Regulatory Implications

This filing is made under Schedule 14A of the Securities Exchange Act of 1934, governing the solicitation of proxies from stockholders.

What Investors Should Do

1. Review the list of director nominees and their qualifications.
2. Evaluate the appointment of Cherry Bekaert LLP as the independent auditor.
3. Understand the voting procedures and deadlines for proxy submission.

Key Dates

• 2024-05-06: Annual Meeting of Stockholders — Key date for stockholder voting on corporate matters.
• 2024-03-22: Filing Date — Date the definitive proxy statement was filed with the SEC.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a proxy statement, and does not represent a change from previous filings in terms of financial performance or operational updates, but rather a procedural update for the annual meeting.

Key Financial Figures

• $0.01 — holders of the Company's common stock, $0.01 par value per share ("Common Stock"), a

Filing Documents

• ny20018365x2_def14a.htm (DEF 14A) — 1255KB
• logo_whlr.jpg (GRAPHIC) — 35KB
• ny20018365x2_annexa-pc01.jpg (GRAPHIC) — 622KB
• ny20018365x2_annexa-pc02.jpg (GRAPHIC) — 476KB
• ny20018365x2_pvp01.jpg (GRAPHIC) — 183KB
• ny20018365x2_pvp02.jpg (GRAPHIC) — 179KB
• 0001140361-24-014710.txt (&nbsp;) — 5601KB
• whlr-20240506.xsd (EX-101.SCH) — 3KB
• whlr-20240506_def.xml (EX-101.DEF) — 3KB
• whlr-20240506_lab.xml (EX-101.LAB) — 4KB
• whlr-20240506_pre.xml (EX-101.PRE) — 2KB
• ny20018365x2_def14a_htm.xml (XML) — 39KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 15 Summary Compensation Table 15 Outstanding Equity Awards at 2023 Fiscal Year-End 15 Stock Plans 15 2015 Long-Term Incentive Plan 15 2016 Long-Term Incentive Plan 15 Employment Agreements with the Company's Named Executive Officers 16 Generally 16 Employment Agreement of M. Andrew Franklin 16 Employment Agreement of Crystal Plum 17 Potential Payments Upon Termination or Change in Control 17 Pay Versus Performance Disclosure 18 Relationship to Compensation Actually Paid 18 MISCELLANEOUS 20

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 20 Directors and Named Executive Officers 20 5% + Beneficial Owners 21 Securities Authorized for Issuance Under Equity Compensation Plans 21 Certain Relationships and Related Transactions 21 i TABLE OF CONTENTS Page Related Party Transaction Policies 21 Related Party Transactions 21 REPORT OF THE AUDIT COMMITTEE 24 AUDIT COMMITTEE 26 Pre-Approval Policies and Procedures for Audit and Non-Audit Services 26 2023 Fiscal Year Audit Firm Fee Summary 26 Audit Committee Pre-Approval Policies 26 PROPOSAL 1 ELECTION OF DIRECTORS 27 PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 31 PROPOSAL 3 ADVISORY "SAY-ON-PAY" VOTE TO APPROVE EXECUTIVE COMPENSATION 32 PROPOSAL 4 ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION 33 PROPOSAL 5 TO AUTHORIZE THE BOARD OF DIRECTORS TO EFFECT, IN ITS SOLE DISCRETION, A REVERSE STOCK SPLIT OF THE COMPANY'S OUTSTANDING COMMON STOCK AT AN EXCHANGE RATIO BETWEEN ONE-FOR-TWO TO ONE-FOR-24, AND AT ANY TIME FROM MAY 7, 2024 THROUGH MAY 31, 2024, PURSUANT TO AN AMENDMENT TO THE COMPANY'S CHARTER 34 PROPOSAL 6 TO AUTHORIZE THE BOARD OF DIRECTORS TO EFFECT, IN ITS SOLE DISCRETION, A REVERSE STOCK SPLIT OF THE COMPANY'S OUTSTANDING COMMON STOCK AT AN EXCHANGE RATIO BETWEEN ONE-FOR-TWO TO ONE-FOR-100, AND AT ANY TIME FROM JUNE 1, 2024 THROUGH JULY 31, 2024, PURSUANT TO AN AMENDMENT TO THE COMPANY'S CHARTER 43 PROPOSAL 7 TO AUTHORIZE THE BOARD OF DIRECTORS TO EFFECT, IN ITS SOLE DISCRETION, A REVERSE STOCK SPLIT OF THE COMPANY'S OUTSTANDING COMMON STOCK AT AN EXCHANGE RATIO BETWEEN ONE-FOR-TWO TO ONE-FOR-100, AND AT ANY TIME FROM AUGUST 1, 2024 THROUGH SEPTEMBER 30, 2024, PURSUANT TO AN AMENDMENT TO THE COMPANY'S CHARTER 52 PROPOSAL 8 TO AUTHORIZE THE BOARD OF DIRECTORS TO EFFECT, IN ITS SOLE DISCRETION, A REVERSE STOCK SPLIT OF THE COMPANY'S OUTSTANDING COMMON STOCK

View Full Filing

View this DEF 14A filing on SEC EDGAR