UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant | | | ☒ |
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| Filed by a Party other than the Registrant | | | ☐ |
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| Check the appropriate box: |
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| ☐ | | | Preliminary Proxy Statement |
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| ☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | | | Definitive Proxy Statement |
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| ☐ | | | Definitive Additional Materials |
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| ☐ | | | Soliciting Material Pursuant to Section 240.14a-12 |
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(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): |
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| ☒ | | | No fee required |
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| ☐ | | | Fee paid previously with preliminary materials |
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| ☐ | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Riversedge North
2529 Virginia Beach Boulevard
Virginia Beach, VA 23452
March 22, 2024
Dear Fellow Stockholder:
We hope to see you at the Annual Meeting of Stockholders (the “Annual Meeting”) of Wheeler Real Estate Investment Trust, Inc. (the “Company”) to be held at the Marriott Virginia Beach Oceanfront, 4201 Atlantic Avenue, Virginia Beach, Virginia 23451 in the Executive Meeting Room on May 6, 2024 at 9:30 a.m., Eastern Daylight Time.
The Annual Meeting will be held in person only and not in a virtual meeting format.
During the Annual Meeting, you will have the opportunity to vote on each item of business discussed in the enclosed Notice of Annual Meeting of Stockholders and Proxy Statement. In addition, you will also have the opportunity to vote before the Annual Meeting atwww.proxyvote.com, or by telephone or mail.
The enclosed Notice of Annual Meeting of Stockholders and Proxy Statement describe the formal business to be transacted at the Annual Meeting. Directors and officers of the Company will be present to answer any questions that you and other stockholders may have. Also available online for your review is our Annual Report on Form 10-K, which contains detailed information concerning the activities and operating performance of the Company.
The business to be conducted at the Annual Meeting consists of:
| • | Proposal 1: the election of seven members of the Board of Directors; |
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| • | Proposal 2: the ratification of the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; |
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| • | Proposal 3: an advisory vote on the named executive officer compensation for fiscal year 2023 (“Say-on-Pay”); |
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| • | Proposal 4: an advisory vote on the frequency of Say-on-Pay votes; |
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| • | Proposal 5: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock (as defined below) at an exchange ratio between one-for-two and one-for-24, and at any time from May 7, 2024 through May 31, 2024, pursuant to an amendment to the Company’s charter; |
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| • | Proposal 6: the authorization of 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 and one-for-100, and at any time from June 1, 2024 through July 31, 2024, pursuant to an amendment to the Company’s charter; |
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| • | Proposal 7: the authorization of 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 and one-for-100, and at any time from August 1, 2024 through September 30, 2024, pursuant to an amendment to the Company’s charter; |
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| • | Proposal 8: the authorization of 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 and one-for-100, and at any time from October 1, 2024 through November 30, 2024, pursuant to an amendment to the Company’s charter; |
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| • | Proposal 9: the authorization of 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 and one-for-100, and at any time from December 1, 2024 through January 31, 2025, pursuant to an amendment to the Company’s charter; and |
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| • | Proposal 10: the authorization of 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 and one-for-100, and at any time from February 1, 2025 through March 31, 2025, pursuant to an amendment to the Company’s charter. |
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The Board of Directors unanimously recommends a vote:
| • | FOR each of the director nominees listed in the enclosed Proxy Statement, as described in Proposal 1; |
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| • | FOR the ratification of Cherry Bekaert LLP’s appointment, as described in Proposal 2; |
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| • | FOR the approval of the Say-on-Pay vote, as described in Proposal 3; |
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| • | FOR three years for the frequency of Say-on-Pay advisory votes, as described in Proposal 4; |
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| • | FOR the approval of the Reverse Stock Split proposal, as described in Proposal 5; |
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| • | FOR the approval of the Reverse Stock Split proposal, as described in Proposal 6; |
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| • | FOR the approval of the Reverse Stock Split proposal, as described in Proposal 7; |
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| • | FOR the approval of the Reverse Stock Split proposal, as described in Proposal 8; |
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| • | FOR the approval of the Reverse Stock Split proposal, as described in Proposal 9; and |
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| • | FOR the approval of the Reverse Stock Split proposal, as described in Proposal 10. |
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Your vote is important. Please indicate your vote by internet or telephone or, if you received your materials by mail, by returning the properly completed enclosed proxy card.
Regardless of whether you vote before or at the Annual Meeting, we hope to see you in person in Virginia Beach.
Sincerely,
| Stefani D. Carter | | | M. Andrew Franklin |
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| Chair of the Board of Directors | | | Chief Executive Officer and President |
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 6, 2024
Wheeler Real Estate Investment Trust, Inc. will hold its Annual Meeting on May 6, 2024, at the Marriott Virginia Beach Oceanfront, 4201 Atlantic Avenue, Virginia Beach, Virginia 23451 in the Executive Meeting Room at 9:30 a.m., Eastern Daylight Time. The Annual Meeting will be held in person only and not in a virtual meeting format.
The purpose of the Annual Meeting is to:
| • | elect seven members of the Board of Directors; |
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| • | ratify the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; |
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| • | approve, on an advisory basis, the named executive officer compensation for fiscal year 2023 (“Say-on-Pay”); |
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| • | approve, on an advisory basis, the frequency of Say-on-Pay votes; |
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| • | 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 and one-for-24, and at any time from May 7, 2024 through May 31, 2024, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 5”); |
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| • | 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 and one-for-100, and at any time from June 1, 2024 through July 31, 2024, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 6”); |
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| • | 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 and one-for-100, and at any time from August 1, 2024 through September 30, 2024, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 7”); |
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| • | 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 and one-for-100, and at any time from October 1, 2024 through November 30, 2024, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 8”); |
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| • | 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 and one-for-100, and at any time from December 1, 2024 through January 31, 2025, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 9”); and |
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| • | 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 and one-for-100, and at any time from February 1, 2025 through March 31, 2025, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 10” and each of the reverse stock splits described in Proposal 5 through Proposal 10, a “Reverse Stock Split”). |
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These items of business are more fully described in the Proxy Statement.
The Board of Directors unanimously recommends a vote:
| • | FOR each of the director nominees listed in the enclosed Proxy Statement, as described in Proposal 1; |
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| • | FOR the ratification of Cherry Bekaert LLP’s appointment, as described in Proposal 2; |
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| • | FOR the approval of the Say-on-Pay vote, as described in Proposal 3; |
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| • | FOR three years for the frequency of Say-on-Pay advisory votes, as described in Proposal 4; |
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| • | FOR the approval of the Reverse Stock Split proposal, as described in Proposal 5; |
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| • | FOR the approval of the Reverse Stock Split proposal, as described in Proposal 6; |
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| • | FOR the approval of the Reverse Stock Split proposal, as described in Proposal 7; |
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| • | FOR the approval of the Reverse Stock Split proposal, as described in Proposal 8; |
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| • | FOR the approval of the Reverse Stock Split proposal, as described in Proposal 9; and |
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| • | FOR the approval of the Reverse Stock Split proposal, as described in Proposal 10. |
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Only stockholders of record at the close of business on February 12, 2024 are entitled to vote at the Annual Meeting. However, we welcome all stockholders and supporters of the Company and hope to see you in Virginia Beach.
Your vote is important. Whether or not you plan to attend the Annual Meeting, please authorize a proxy to vote your shares as soon as possible. You may authorize a proxy to vote your shares on the internet or by telephone, or, if you received the proxy materials by mail, you may also authorize a proxy to vote your shares by mail.
If you are present at the Annual Meeting and hold shares in your name, you may vote in person even if you have previously submitted your proxy by telephone, over the internet, or by mail.
If your shares are held in “street name” with your bank, broker, or other nominee and you wish to vote in person at the Annual Meeting, you will need to obtain a legal proxy from the institution that holds your shares and provide that legal proxy at the Annual Meeting.
Your vote will ensure your representation at the Annual Meeting regardless of whether you attend on May 6, 2024.
| | | By order of the Board of Directors, |
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| | | Ross Barr |
| | | General Counsel and Corporate Secretary |
Important notice regarding the availability of proxy materials for the Annual Meeting to be held on May 6, 2024: This Proxy Statement and our 2023 Annual Report on Form 10-K are available on the internet atwww.proxyvote.com.
Dated: March 22, 2024
