Additional Proxy Soliciting Materials (definitive) (defa14a)
July 06 2021 - 10:48AM
Edgar (US Regulatory)
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 ☒
|
Filed
by a Party other than the Registrant ☐
|
|
Check
the appropriate box:
☐
|
Preliminary Proxy Statement.
|
☐
|
Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2)).
|
☐
|
Definitive Proxy Statement.
|
☒
|
Definitive Additional Materials.
|
☐
|
Soliciting Material Pursuant to Section 240.14a-12.
|
WHEELER
REAL ESTATE INVESTMENT TRUST, INC.
(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 the appropriate box):
☒
|
No fee required.
|
|
|
☐
|
Fee computed on table below per Exchange
Act Rules 14a-6(i)(1) and 0-11.
|
|
|
|
1)
|
Title of each
class of securities to which transaction applies:
|
|
|
|
|
|
|
|
2)
|
Aggregate
number of securities to which transaction applies:
|
|
|
|
|
|
|
|
3)
|
Per unit price
or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
|
|
|
|
|
|
|
|
4)
|
Proposed maximum aggregate value of transaction:
|
|
|
|
|
|
|
|
5)
|
Total fee paid:
|
|
|
|
|
|
|
☐
|
Fee paid previously with preliminary materials.
|
|
|
☐
|
Check box if any part of the fee is offset
as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
|
|
|
1)
|
Amount Previously Paid:
|
|
|
|
|
|
|
|
2)
|
Form, Schedule or Registration Statement No.:
|
|
|
|
|
|
|
|
3)
|
Filing Party:
|
|
|
|
|
|
|
|
4)
|
Date Filed:
|
|
|
|
Riversedge
North
2529 Virginia Beach Boulevard, Suite 200
Virginia Beach, Virginia 23452
July
6, 2021
EXPLANATORY
NOTE
This
proxy statement supplement (this “Proxy Supplement”) is being filed by the Board of Directors (the “Board”) of
Wheeler Real Estate Investment Trust, Inc. (the “Company” or “we” or “us”) in connection with the
solicitation of proxies to be used at the 2021 Annual Meeting of Stockholders (the “Annual Meeting”). This Proxy Supplement
updates the definitive proxy statement filed by the Company with the Securities and Exchange Commission on April 28, 2021 (the “Definitive
Proxy Statement”) to reflect that effective as of July 5, 2021, Daniel Khoshaba has tendered his resignation, for personal reasons,
as the President and Chief Executive Officer of the Company and as a member of Board and the Executive Committee of the Board.
SUPPLEMENT
TO PROXY STATEMENT DATED APRIL 28, 2021
ANNUAL
MEETING OF STOCKHOLDERS
OF
WHEELER REAL ESTATE INVESTMENT TRUST, INC.
TO BE HELD ON JULY 15, 2021
References
to Daniel Khoshaba and the number of directors to be elected at the Annual Meeting, stated as eight throughout the Definitive Proxy Statement,
are revised in all instances to reflect the following:
Effective
as of July 5, 2021, Daniel Khoshaba has tendered his resignation, for personal reasons, as the President and Chief Executive Officer
of the Company and as a member of Board and the Executive Committee of the Board. Upon Mr. Khoshaba’s cessation of employment with
the Company, all of his rights under that certain Stock Appreciation Rights Agreement, dated August 4, 2020, by and between Mr. Khoshaba
and the Company (the “SAR Agreement”), were forfeited for no consideration.
The
Company has accordingly withdrawn Mr. Khoshaba’s nomination for election as a director at the Annual Meeting and any votes
(or proxies) cast in favor of (i) Mr. Khoshaba’s election to serve until the next annual meeting and (ii) the SAR Agreement shall,
in each case, be disregarded.
The
Board currently consists of seven directors and one vacancy. The Company does not intend to nominate a new nominee for election at the
Annual Meeting in substitution for Mr. Khoshaba, so that its seven nominees for election at the Annual Meeting shall consist of all nominees
previously identified in the Definitive Proxy Statement other than Mr. Khoshaba: (i) Michelle D. Bergman; (ii) E.J. Borrack; (iii)
Kerry G. Campbell; (iv) Stefani Carter; (v) Saverio M. Flemma; (vi) Paula J. Poskon; and (vii) Joseph D. Stilwell. These developments
do not affect the Board’s nomination of such seven nominees for election as directors at the Annual Meeting.
Additional
Information
Proposal
3 entitled “APPROVAL OF A STANDALONE EQUITY COMPENSATION PLAN FOR OUR CHIEF EXECUTIVE OFFICER, IN THE FORM OF A ONE-TIME STOCK
APPRECIATION RIGHTS AGREEMENT” has been rescinded from the agenda and a stockholder vote will no longer be solicited for such proposal.
Notwithstanding
Mr. Khoshaba’s resignation and the rescission of Proposal 3, the proxy card and voting instructions distributed with the Definitive
Proxy Statement remain valid and the Company will not distribute a new form of proxy card. If you have already returned your proxy card
or provided voting instructions, you do not need to take any action unless you wish to change or revoke your vote. Proxy cards and voting
instruction forms already returned by stockholders will remain valid and will be voted at the Annual Meeting unless superseded or revoked.
Shares
represented by proxy cards or voting instruction forms returned before the Annual Meeting will be voted with respect to the nominees
as instructed on the proxy card or voting instruction form, except for votes or voting instructions with respect to Mr. Khoshaba, which
will be disregarded because he has resigned and is no longer standing for re-election. Shares represented by proxy cards or voting instruction
forms voting in favor of Proposal 3 and returned before the Annual Meeting will be disregarded because Mr. Khoshaba has resigned and
in connection therewith forfeited all rights under the SAR Agreement.
None
of the other agenda items presented in the Definitive Proxy Statement are affected by this Proxy Supplement, and shares represented by
proxy cards or voting instructions returned before the Annual Meeting will be voted with respect to all other matters properly brought
before the Annual Meeting as instructed on the proxy card or voting instruction form.
Additional
information on how to vote your shares, attend the meeting or change or revoke your prior vote or voting instructions, is available in
the Definitive Proxy Statement.
You
may call our Investor Relations Department at 757-627-9088 if you have any questions.
PLEASE
VOTE — YOUR VOTE IS IMPORTANT
Wheeler Real Estate Inve... (NASDAQ:WHLR)
Historical Stock Chart
From Jun 2024 to Jul 2024
Wheeler Real Estate Inve... (NASDAQ:WHLR)
Historical Stock Chart
From Jul 2023 to Jul 2024