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 9, 2018 (October 3, 2018)
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 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. ¨
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Annual Meeting of Stockholders
Wheeler Real Estate Investment Trust, Inc.'s (the “Company”) 2018 Annual Meeting of stockholders (the “Annual Meeting”) was held on October 3, 2018, in Charleston, South Carolina. On October 8, 2018, the independent inspector of election for the Annual Meeting delivered its tabulation of final voting results for each of the matters submitted to a vote at the Annual Meeting.
According to the independent inspector of election’s final tabulation of voting, stockholders representing 7,295,406 shares, or 77.75%, of the 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 inspector of election’s final tabulation of voting results, the Company’s stockholders elected the Board of Directors' eight nominees as directors for one-year terms. The final tabulation of voting results for the election of directors as provided by the independent inspector of election is set forth below.
Board of Directors Nominees:
Nominee | Votes Cast For | Votes Withheld | ||
David Kelly | 7,094,172 | 59,265 | ||
John Sweet | 7,085,727 | 67,710 | ||
Carl B. McGowan, Jr. | 4,056,665 | 79,884 | ||
Jeffrey M. Zwerdling | 3,955,786 | 180,763 | ||
Stewart J. Brown | 7,070,293 | 83,144 | ||
John P. McAuliffe | 4,065,479 | 71,070 | ||
Andrew R. Jones | 7,093,947 | 59,490 | ||
Sean F. Armstrong | 7,098,402 | 55,035 | ||
Opposition Nominees:
Nominee | Votes Cast For | Votes Withheld | ||
Joseph D. Stilwell | 2,936,377 | 222,484 | ||
Paula J. Poskon | 2,936,851 | 222,010 | ||
Corissa Briglia Porcelli | 2,936,616 | 222,245 | ||
Proposal 2: Advisory (non-binding) Vote on the Frequency of Future Advisory Votes on Executive Compensation
According to the final tabulation of voting results, the Company’s stockholders, by a majority of the votes cast, adopted the advisory, non-binding resolution on the frequency of future advisory votes on the Company’s executive compensation for every year, as described in the Company’s proxy statement, by the votes indicated below.
Votes For 1 Year | Votes For 2 Years | Votes For 3 Years | Abstentions | |||
7,119,494 | 39,128 | 94,087 | 42,697 | |||
Consistent with the recommendation of the Board of Directors of the Company as set forth in the Company’s proxy statement filed with the SEC on August 31, 2018 and the vote of the Company’s shareholders on this proposal at the Annual Meeting, the Company intends to hold the advisory vote on the compensation of the Company’s named executive officers every year. The Company intends to continue holding such votes annually until the next required vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers.
Proposal 3: Advisory (non-binding) Vote on Executive Compensation
According to the final tabulation of voting results, the Company’s stockholders, by a majority of the votes cast, adopted the advisory, non-binding resolution to approve the Company’s executive compensation, as described in the Company’s proxy statement, by the votes indicated below.
Votes For | Votes Against | Abstentions | ||
4,189,372 | 3,039,634 | 66,400 | ||
Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm
According to the final tabulation of 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, 2018, by the votes indicated below.
Votes For | Votes Against | Abstentions | ||
7,016,791 | 169,870 | 108,745 | ||
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. |
Not Applicable.
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 | ||
President and Chief Executive Officer | ||
Dated: October 9, 2018