8-K/A 1 f8k121919a1_wheelerreal.htm AMENDMENT NO. 1 TO FORM 8-K
Wheeler Real Estate Investment Trust, Inc.
8-K/A on 12/31/2019   Download
SEC Document
SEC Filing

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of report (date of earliest event reported): December 31, 2019 (December 19, 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)
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

 

 

 

 

 

 

Explanatory Note

 

This Current Report on Form 8-K/A is being filed by Wheeler Real Estate Investment Trust, Inc. (the “Company”) as an amendment (the “Amendment”) to the Current Report on Form 8-K that the Company filed with the Securities and Exchange Commission on December 26, 2019 to announce the preliminary results of the Company’s Annual Meeting of Shareholders held on December 19, 2019 (the “Annual Meeting”). This Amendment is being filed to disclose the final, certified voting results received from First Coast Results, Inc. (“FCR”), the independent inspector of elections for the Annual Meeting.

 

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

Annual Meeting of Stockholders

 

The Company’s 2019 Annual Meeting was held on December 19, 2019, in Virginia Beach, Virginia. On December 23, 2019, FCR delivered its preliminary voting results for each of the matters submitted to a vote at the Annual Meeting. On December 31, 2019, FCR delivered its final vote tabulation that certified the voting results for each of the matters set forth below that were submitted to a vote at the Annual Meeting.

 

According to FCR’s final tabulation of voting, shareholders representing 7,342,982 shares, or 75.75%, of the Company’s common stock outstanding as of the record date for the Annual Meeting were present in person or were represented at the meeting by proxy.

 

Proposal 1: Election of Directors

 

Under plurality voting, the eight nominees who receive the most “FOR” votes are elected as directors. According to the final voting results, the Company’s shareholders elected Deborah Markus, Stefani Carter, Andrew Jones, Clayton Andrews, Carl McGowan, Jr., Joseph Stilwell, Paula Poskon and Kerry Campbell as directors for one-year terms. The final tabulation of voting results for the election of directors as provided by FCR is set forth below.

 

Board of Directors Nominees:

 

Nominee   Votes Cast For   Votes Withheld
         
David Kelly   873,706   45,669
         
Deborah Markus   6,677,214   67,005
         
Jeffrey M. Zwerdling   867,492   51,883
         
Stefani Carter   6,678,074   66,145
         
Andrew R. Jones   6,530,076   214,143
         
Clayton Andrews   6,555,502   188,717
         
Carl B. McGowan, Jr.   6,384,788   359,431
         
John P. McAuliffe   859,384   59,991

 

Stilwell Group Nominees:

 

Nominee   Votes Cast For   Votes Withheld
         
Joseph D. Stilwell   6,341,859   81,747
         
Paula J. Poskon   6,399,648   23,958
         
Kerry G. Campbell   6,212,822   210,784

 

1

 

 

Proposal 2: Advisory (non-binding) Vote on Executive Compensation

 

According to the final voting results, the advisory, non-binding resolution to approve the Company’s executive compensation, as described in the Company’s proxy statement, was not approved by the Company’s stockholders, by the votes indicated below.

 

Votes For   Votes Against   Abstentions
         
965,745   6,349,799   27,433

 

Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm

 

According to the final voting results, the Company’s stockholders, by a majority of votes cast, approved the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019, by the votes indicated below.

 

Votes For   Votes Against   Abstentions
         
7,250,175   52,463   40,344

 

Proposal 4: Approval of the 2019 Long-Term Incentive Plan

 

According to the final voting results, the Company’s 2019 Long-Term Incentive Plan, was not approved by the Company’s stockholders, by the votes indicated below.

 

Votes For   Votes Against   Abstentions
         
986,250   5,755,422   601,307

  

2

 

 

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: December 31, 2019

 

 

3