0001527541-19-000049.txt : 20191017 0001527541-19-000049.hdr.sgml : 20191017 20191017161018 ACCESSION NUMBER: 0001527541-19-000049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191017 ITEM INFORMATION: Shareholder Nominations Pursuant to Exchange Act Rule 14a-11 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20191017 DATE AS OF CHANGE: 20191017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wheeler Real Estate Investment Trust, Inc. CENTRAL INDEX KEY: 0001527541 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 452681082 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35713 FILM NUMBER: 191155262 BUSINESS ADDRESS: STREET 1: RIVERSEDGE NORTH STREET 2: 2529 VIRGINIA BEACH BLVD., SUITE 200 CITY: VIRGINIA BEACH STATE: VA ZIP: 23452 BUSINESS PHONE: 757-627-9088 MAIL ADDRESS: STREET 1: RIVERSEDGE NORTH STREET 2: 2529 VIRGINIA BEACH BLVD., SUITE 200 CITY: VIRGINIA BEACH STATE: VA ZIP: 23452 8-K 1 annualmeetingofshareholder.htm 8-K ANNUAL SHAREHOLDERS MEETING 2019 Document


 
 
 
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
 
FORM 8-K
 
 
 
 
 
 
 CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): October 17, 2019 (October 16, 2019)
 
 
 
 
 
 
WHEELER REAL ESTATE INVESTMENT TRUST, INC.
(Exact name of registrant as specified in its charter)  
 
 
 
 
 
 
 
 
 
 
Maryland
 
001-35713
 
45-2681082
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
2529 Virginia Beach Blvd., Suite 200
Virginia Beach, VA 23452
Registrant’s telephone number, including area code: (757) 627-9088 
 
 
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨






Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
Name of each exchange on which registered
 
 Common Stock, $0.01 par value per share
 
WHLR
Nasdaq Capital Market
 Series B Convertible Preferred Stock
 
WHLRP
Nasdaq Capital Market
 Series D Cumulative Convertible Preferred Stock
 
WHLRD
Nasdaq Capital Market

 
 
 
 
 
 







ITEM 5.08 SHAREHOLDER DIRECTOR NOMINATIONS.

On October 16, 2019, the Board of Directors of Wheeler Real Estate Investment Trust, Inc. (the “Company”) determined that the 2019 Annual Meeting of Stockholders will be held on December 19, 2019 (the “Annual Meeting”). The date of the Annual Meeting has been changed by more than 30 days from the anniversary date of the 2018 Annual Meeting of Stockholders. In accordance with Rule 14a-5(f) and Rule 14a-8(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Company's Bylaws, the Company has set October 27, 2019 as the new deadline for receipt of stockholder proposals for inclusion in the Company’s proxy statement for the Annual Meeting pursuant to Rule 14a-8. Stockholder proposals must comply with all of the applicable requirements set forth in the rules and regulations of the Securities and Exchange Commission, including Rule 14a-8 under the Exchange Act.

Important Additional Information

The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from the Company's stockholders in connection with the Company's 2019 Annual Meeting of Stockholders. The Company intends to file a proxy statement and proxy card with the U.S. Securities and Exchange Commission (the "SEC") in connection with any such solicitation of proxies from the Company's stockholders. STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING 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.

Exhibit 99.1 attached to this Current Report on Form 8-K ("Exhibit 99.1") contains information regarding the direct and indirect interest, by securities holdings or otherwise, of the Company's directors and executive officers in the Company's securities. If the holdings of the Company's securities change from the amounts provided in Exhibit 99.1, such changes will be set forth in SEC filings on Forms 3, 4, and 5, which can be found through the Company's website at www.whlr.us in the section "SEC Filings" under the "Investor Relations" section or through the SEC's website at www.sec.gov. Information can also be found in the Company's other SEC filings, including the Company's definitive proxy statement for the 2018 Annual Meeting of Stockholders and its Annual Report on Form 10-K for the year ended December 31, 2018. Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the definitive proxy statement and other materials to be filed with the SEC in connection with the 2019 Annual Meeting of Stockholders. Stockholders will be able to obtain the definitive proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge at the SEC's website at www.sec.gov. Copies will also be available at no charge at the Company's website at www.whlr.us in the section "SEC Filings" under the "Investor Relations" section.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
 
(a)
Financial statement of businesses acquired.
Not applicable.
 
(b)
Pro forma financial information.
Not applicable.
 
(c)
Shell company transactions.
Not Applicable.
 
(d) Exhibits.













EXHIBIT INDEX



























































SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
WHEELER REAL ESTATE INVESTMENT TRUST, INC.
 
 
By:
 
/s/ David Kelly
 
 
David Kelly
 
 
Chief Executive Officer
Dated: October 17, 2019























EX-99.1 2 ex991securityholdings10172.htm EXHIBIT 99.1 SECURITY HOLDINGS 10.17.2019 Exhibit
Exhibit 99.1


SECURITY HOLDINGS OF THE PARTICIPANTS

The following table sets forth certain information with respect to the beneficial ownership of the common stock of Wheeler Real Estate Investment Trust (the "Company") as of October 17, 2019 by each director and the executive officers of the Company.

 
Number of Shares Beneficially Owned
 
Percentage of All Shares(1)
David Kelly
30,219
 
*
Andrew Franklin
4,882
 
*
Matthew Reddy
3,690
 
*
Carl B. McGowan, Jr.
58,673
 
*
Jeff Zwerdling
139,387
(2)
1.44
%
Andrew Jones
555,143
(3)
5.73
%
Stewart Brown
57,807
 
*
John McAuliffe
17,474
 
*
All directors and executive officers as a group
 
 
 
(8 persons)
867,275
 
8.95
%

*    Less than 1.0%

(1)
Based upon 9,693,271 shares of common stock outstanding on October 17, 2019. In addition, amounts for individuals assume that all Series B and D convertible preferred stock held by the individual are converted into common stock.

(2)
Includes 98,454 shares of common stock, 14,000 shares of Series B convertible preferred stock convertible into 8,750 shares of common stock, and 5,000 shares of Series D convertible preferred stock convertible into 7,370 shares of common stock. In addition, includes 17,938 shares of common stock, 11,000 shares of Series B convertible preferred stock convertible into 6,875 shares of common stock, which are held by a trust in which Mr. Zwerdling serves as co-trustee and has voting and investing authority over the shares.

(3)
Includes 493,656 shares of common stock, 47,435 shares of Series B convertible preferred stock convertible into 29,647 shares of common stock and 21,600 shares of Series D convertible preferred stock convertible into 31,840 shares of common stock. Of these securities Mr. Jones owns 48,572 shares of common stock and 2,100 shares of Series B preferred stock personally and the remaining shares are held by various investment partnerships, funds and managed accounts, in which NS Advisors, LLC (“NS Advisors”) serves as the investment manager. Mr. Jones is the managing partners of NS Advisors and has sole voting and investment authority over the shares.