Wheeler Real Estate Investment Trust (WHLR) Proxy filing summary

Executive summary

• Annual Meeting scheduled for August 20, 2025, via virtual webcast for shareholder participation and voting.

• Shareholders 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 through December 2026.

• The Board unanimously recommends voting FOR all proposals and director nominees.

• Proxy materials and the 2024 Annual Report are available online for review.

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, at its discretion, a reverse stock split at a ratio between 1-for-2 and 1-for-100, at specified monthly intervals from August 2025 through December 2026.

• Each reverse stock split proposal is designed to help maintain Nasdaq listing compliance and potentially improve stock liquidity.

• Abstentions on reverse stock split proposals count as votes against; broker discretionary voting is permitted for all except director elections.

Board of directors and corporate governance

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

• Six standing committees: Audit, Compensation, Nominating, Executive, Litigation, and Related Person Transactions (RPT).

• Board leadership roles are separated between Chair and CEO.

• Directors are encouraged to attend meetings and are expected to dedicate sufficient time to their duties.

• Stockholders may communicate directly with the Board via the Corporate Secretary.