--- schema_version: "secwatch.filing_event.v1" accession: "0001527541-24-000065" form_type: "8-K" ticker: "WHLR" cik: "0001527541" company_name: "Wheeler Real Estate Investment Trust, Inc." filed_at: "2024-05-07T23:59:59+00:00" generated_at: "2026-06-02T17:59:36.441415+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Wheeler REIT shareholders approve reverse stock split with ratio up to 1-for-100 through March 2025 ## Summary - All 7 director nominees elected with ~35.4M votes for each; broker non-votes ~3.8M. - Ratification of Cherry Bekaert as auditor for FY2024: 41.4M for, 1.5M against. - Advisory say-on-pay approved (35.1M for); shareholders recommended every three years for future votes. - Six reverse split proposals passed: ratios up to 1-for-100, covering windows from May 2024 to March 2025. - Reverse split votes ranged from 37.1M to 38.8M for, with 4.6M to 6.0M against, depending on period. ## SEC filing metadata - accession: 0001527541-24-000065 - form_type: 8-K - ticker: WHLR - cik: 0001527541 - company_name: Wheeler Real Estate Investment Trust, Inc. - filed_at: 2024-05-07T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1527541/000152754124000065/0001527541-24-000065-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1527541/000152754124000065/whlr-20240506.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001527541-24-000065 - JSON: https://secwatch.observer/filing/0001527541-24-000065.json - Plain text: https://secwatch.observer/filing/0001527541-24-000065.txt ## Key facts - Shareholder Votes Wheeler Real Estate Investment Trust, Inc. shareholders approved Authorize the Board of Directors to Effect a Reverse Stock Split of the Company's Common Stock from June 1, 2024 through July 31, 2024 at the 2024-05-06 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2024-05-06 source text: The Company’s stockholders authorized 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, and the voting results were as follows: Votes For Votes Against Abstentions 38,690,235 4,595,904 50,810 evidence_url: https://www.sec.gov/Archives/edgar/data/1527541/000152754124000065/0001527541-24-000065-index.htm - Shareholder Votes Wheeler Real Estate Investment Trust, Inc. shareholders approved Authorize the Board of Directors to Effect a Reverse Stock Split of the Company's Common Stock from February 1, 2025 through March 31, 2025 at the 2024-05-06 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2024-05-06 source text: The Company’s stockholders authorized 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, and the voting results were as follows: Votes For Votes Against Abstentions 38,780,530 4,505,899 50,520 evidence_url: https://www.sec.gov/Archives/edgar/data/1527541/000152754124000065/0001527541-24-000065-index.htm - Shareholder Votes Wheeler Real Estate Investment Trust, Inc. shareholders approved Advisory Vote to Recommend the Frequency of Say-on-Pay Votes at the 2024-05-06 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2024-05-06 source text: The Company's stockholders recommended, on an advisory basis, every three years for the frequency of future Say-on-Pay votes, and the voting results were as follows: One Year Two Years Three Years Abstentions Broker Non-Votes 3,975,385 119,096 34,799,474 634,015 3,808,979 evidence_url: https://www.sec.gov/Archives/edgar/data/1527541/000152754124000065/0001527541-24-000065-index.htm - Shareholder Votes Wheeler Real Estate Investment Trust, Inc. shareholders approved Election of Directors at the 2024-05-06 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-05-06 source text: Each nominee for director was elected, and the voting results were as follows: Nominee Votes For Votes Withheld Broker Non-Votes E.J. Borrack 35,392,489 4,135,481 3,808,979 Robert G. Brady 35,411,014 4,116,956 3,808,979 Kerry G. Campbell 35,395,059 4,132,911 3,808,979 Stefani D. Carter 35,395,123 4,132,847 3,808,979 Megan Parisi 35,394,354 4,133,616 3,808,979 Dennis Pollack 35,411,525 4,116,445 3,808,979 Joseph D. Stilwell 35,403,969 4,124,001 3,808,979 evidence_url: https://www.sec.gov/Archives/edgar/data/1527541/000152754124000065/0001527541-24-000065-index.htm - Shareholder Votes Wheeler Real Estate Investment Trust, Inc. shareholders approved Authorize the Board of Directors to Effect a Reverse Stock Split of the Company's Common Stock from August 1, 2024 through September 30, 2024 at the 2024-05-06 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2024-05-06 source text: The Company’s stockholders authorized 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, and the voting results were as follows: Votes For Votes Against Abstentions 38,691,614 4,594,541 50,794 evidence_url: https://www.sec.gov/Archives/edgar/data/1527541/000152754124000065/0001527541-24-000065-index.htm - Shareholder Votes Wheeler Real Estate Investment Trust, Inc. shareholders approved Authorize the Board of Directors to Effect a Reverse Stock Split of the Company's Common Stock from October 1, 2024 through November 30, 2024 at the 2024-05-06 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2024-05-06 source text: The Company’s stockholders authorized 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, and the voting results were as follows: Votes For Votes Against Abstentions 38,701,046 4,586,067 49,836 evidence_url: https://www.sec.gov/Archives/edgar/data/1527541/000152754124000065/0001527541-24-000065-index.htm - Shareholder Votes Wheeler Real Estate Investment Trust, Inc. shareholders approved Authorize the Board of Directors to Effect a Reverse Stock Split of the Company's Common Stock from December 1, 2024 through January 31, 2025 at the 2024-05-06 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2024-05-06 source text: The Company’s stockholders authorized 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 the voting results were as follows: Votes For Votes Against Abstentions 38,702,335 4,584,873 49,741 evidence_url: https://www.sec.gov/Archives/edgar/data/1527541/000152754124000065/0001527541-24-000065-index.htm - Shareholder Votes Wheeler Real Estate Investment Trust, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2024-05-06 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-05-06 source text: The Company’s stockholders approved 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, and the voting results were as follows: Votes For Votes Against Abstentions 41,363,148 1,523,519 450,282 evidence_url: https://www.sec.gov/Archives/edgar/data/1527541/000152754124000065/0001527541-24-000065-index.htm - Shareholder Votes Wheeler Real Estate Investment Trust, Inc. shareholders approved Authorize the Board of Directors to Effect a Reverse Stock Split of the Company's Common Stock from May 7, 2024 through May 31, 2024 at the 2024-05-06 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2024-05-06 source text: The Company’s stockholders authorized 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, and the voting results were as follows: Votes For Votes Against Abstentions 37,100,264 5,969,100 267,585 evidence_url: https://www.sec.gov/Archives/edgar/data/1527541/000152754124000065/0001527541-24-000065-index.htm - Shareholder Votes Wheeler Real Estate Investment Trust, Inc. shareholders approved Advisory Vote to Approve Executive Compensation at the 2024-05-06 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-05-06 source text: The Company’s stockholders approved, on an advisory basis, the Company’s named executive officer compensation for fiscal year 2023 (“Say-on-Pay”), and the voting results were as follows: Votes For Votes Against Abstentions Broker Non-Votes 35,149,379 4,240,824 137,767 3,808,979 evidence_url: https://www.sec.gov/Archives/edgar/data/1527541/000152754124000065/0001527541-24-000065-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.