Wheeler Real Estate Investment Trust (WHLR) Proxy filing summary

Executive summary

• The annual meeting is scheduled for August 20, 2025, via virtual webcast, with voting available online, by phone, or mail.

• Stockholders will vote on the election of eight directors, ratification of the auditor, and 17 separate proposals authorizing the board to effect reverse stock splits at various times and ratios over the next 19 months.

• The board unanimously recommends voting for all proposals and director nominees.

Voting matters and shareholder proposals

• Proposal 1: Election of eight directors to serve until the 2026 annual meeting.

• Proposal 2: Ratification of Cherry Bekaert LLP as independent auditor for fiscal 2025.

• Proposals 3–19: Authorization for the board to effect reverse stock splits at ratios between 1-for-2 and 1-for-100, at monthly intervals from August 2025 through December 2026.

• All proposals are recommended for approval by the board.

Board of directors and corporate governance

• The board consists of eight independent directors, with annual review of independence.

• Six board committees oversee audit, compensation, governance, executive actions, litigation, and related party transactions.

• The board chair and CEO roles are separated; the CEO is not a board member.

• Directors are expected to attend at least 75% of meetings; all nominees attended the prior annual meeting.

• Stockholders may recommend or nominate directors following bylaw procedures.