Wheeler Real Estate Investment Trust, Inc. Annual Stockholders’ Meeting Is Wednesday October 3, 2018 – Vote Your White Pr...
September 26 2018 - 4:32PM
Wheeler Real Estate Investment Trust, Inc. (NASDAQ:
WHLR) (“Wheeler” or the “Company”), a fully-integrated,
self-managed commercial real estate investment company focused on
owning and operating income-producing retail properties with a
primary focus on grocery-anchored centers, encourages WHLR
shareholders to vote with Management on the White Proxy Card.
The Company will be holding its annual stockholders’ meeting
next Wednesday, October 3, 2018 at 9:30 a.m. EST in Charleston,
South Carolina at the HarbourView Inn. Common stockholders of
record as of August 23, 2018 are welcomed to attend the meeting and
vote their shares. You are encouraged to submit a
WHITE proxy card to have your shares voted
regardless of whether or not you plan to attend the Annual
Meeting.
The preeminent proxy advisory firms of
Institutional Shareholder Services (ISS) and Glass Lewis have
issued their recommendation for shareholders to vote WITH
THE COMPANY on its WHITE proxy card in
favor of the following:
- ISS recommends reelection of seven of its eight members of the
Board of Directors – Glass Lewis recommends the full slate of the
Company’s nominees for reelection;
- Advisory vote on the frequency of executive compensation
advisory votes for one year; and
- The ratification of Cherry Bekaert LLP as the Company’s
independent registered public accounting firm for the fiscal year
ending, December 31, 2018.
ISS has also recommended DO NOT VOTE for
the Stilwell Group’s nominees on the green proxy card.
Conversely, the Stilwell Group has issued six
letters and posted one sign in opposition of the WHLR nominees
while nominating three of its own nominees without any indication
of a strategic plan. We believe the Stilwell Group’s actions
are counterproductive to WHLR’s current strategy for the following
reasons:
- Mr. Stilwell has no experience in operating a commercial real
estate company and has failed to articulate a plan once appointed
to the Board;
- The WHLR Board has reached out and offered a Board seat to the
only one of Mr. Stilwell’s candidates with real estate experience,
yet he refused;
- Mr. Stilwell refused to look at what is best for YOU and
pursued this unnecessary and costly fight without looking for a
solution;
- We believe that Mr. Stilwell’s past activities, including
sanctions and fines imposed by the SEC, are contradictory to what
we feel is in the best interest of the company and its
shareholders.
These are not the actions of somebody whose
primary goal is aligned with shareholders. Please consider
the following from The Stilwell Group’s 13D/A filing on
September 5, 2018:On March 16, 2015, Stilwell
Value LLC (“Value”) and Joseph Stilwell consented to the entry of a
civil administrative SEC order (the “Order”) that, among other
things, alleged violations of sections of the Investment Advisers
Act of 1940 and certain rules promulgated thereunder for failing to
adequately disclose conflicts of interest presented by inter-fund
loans. The Order, among other things, (1) suspended Mr. Stilwell
from March 2015 to March 2016 from association with any investment
adviser, broker, dealer, or certain regulated organizations, and
imposed upon him a $100,000 civil money penalty; and (2) censured
Value, imposed upon it a $250,000 civil money penalty (as well as
the repayment obligation of $239,157 in fees), and required it to
retain an independent monitor for three years, which monitorship
concluded on April 9, 2018. |
WHLR’s Board and management team are executing
on the right plan to drive long-term, sustainable value creation
for shareholders. The meeting is next week. Vote your
shares FOR the WHLR Board. ISS and
Glass Lewis have expressed their professional opinions. Glass Lewis
supports the full Board, and ISS recommends seven of the eight
current Board members for reelection. We believe the Board,
along with the management team, are executing on the right plan to
drive long-term, sustainable shareholder value.
IF YOU WANT TO SUPPORT WHLR PLEASE VOTE ONLY ON
OUR WHITE PROXY CARD.
PLEASE DO NOT VOTE “AGAINST” THE STILWELL GROUP AND THEIR GREEN
PROXY CARD.
VOTING “AGAINST” STILWELL ON THEIR GREEN PROXY CARD WILL
CANCEL YOUR VOTE FOR THE WHLR NOMINEES.
IF YOU HAVE ALREADY VOTED “AGAINST” STILWELL ON THEIR GREEN
PROXY CARD, YOU CAN CORRECT YOUR VOTE BY SUBMITTING THE
ENCLOSED WHITE PROXY CARD “FOR”
WHLR’S NOMINEES.
ONLY YOUR LATEST DATED PROXY CARD WILL
COUNT.
About Wheeler Real Estate Investment
Trust, Inc.Headquartered in Virginia Beach, VA, Wheeler
Real Estate Investment Trust, Inc. is a fully-integrated,
self-managed commercial real estate investment company focused on
owning and operating income-producing retail properties with a
primary focus on grocery-anchored centers. Wheeler’s portfolio
contains well-located, potentially dominant retail properties in
secondary and tertiary markets that generate attractive
risk-adjusted returns, with a particular emphasis on
grocery-anchored retail centers. Additional information about
Wheeler Real Estate Investment Trust, Inc. can be found at the
Company’s corporate website: www.whlr.us.
Forward-Looking StatementsThis
press release may contain “forward-looking” statements as defined
in the Private Securities Litigation Reform Act of 1995. When the
Company uses words such as “may,” “will,” “intend,” “should,”
“believe,” “expect,” “anticipate,” “project,” “estimate” or similar
expressions that do not relate solely to historical matters, it is
making forward-looking statements. Forward-looking statements are
not guarantees of future performance and involve risks and
uncertainties that may cause the actual results to differ
materially from the Company’s expectations discussed in the
forward-looking statements. Specifically, the Company’s ability to
produce income from grocery-anchored retail properties and its
ability to create long-term value for shareholders are
forward-looking statements. The Company’s expected results
may not be achieved, and actual results may differ materially from
expectations. These statements are not guarantees of future
performance and are subject to risks, uncertainties and other
factors, some of which are beyond our control, are difficult to
predict and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking statements.
For these reasons, among others, investors are cautioned not to
place undue reliance upon any forward-looking statements in this
press release. Additional factors are discussed in the Company's
filings with the U.S. Securities and Exchange Commission, which are
available for review at www.sec.gov. The Company undertakes no
obligation to publicly revise these forward-looking statements to
reflect events or circumstances that arise after the date
hereof.
Important Additional
InformationThe Company, its directors and certain of its
executive officers are participants in the solicitation of proxies
from the Company’s stockholders in connection with matters to be
considered at the Company’s 2018 Annual Meeting of Stockholders
(the “2018 Annual Meeting”). The Company has filed a definitive
proxy statement and WHITE proxy card with the U.S. Securities and
Exchange Commission (the “SEC”) in connection with its solicitation
of proxies from the Company’s stockholders. STOCKHOLDERS OF THE
COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT,
ACCOMPANYING WHITE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
AS THEY WILL CONTAIN IMPORTANT INFORMATION. Information regarding
the identities of the Company’s directors and executive officers,
and their direct or indirect interests, by security holdings or
otherwise, are set forth in the proxy statement and other materials
filed with the SEC in connection with the 2018 Annual Meeting.
Stockholders can obtain the proxy statement, any amendments or
supplements to the proxy statement, and any other documents filed
by the Company with the SEC at no charge at the SEC’s website at
www.sec.gov. These documents are also available at no charge in the
“SEC Filings” or “Proxy Materials” sections of the Company’s
website at www.whlr.us.
CONTACT: Mary JensenInvestor
Relations(757) 627-9088mjensen@whlr.us
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