Wheeler Real Estate Investment Trust (WHLR) Proxy filing summary

Executive summary

• Annual meeting set for Dec. 4, 2026, in person in San Juan; Oct. 2, 2026 record date, with 1,460,799 common shares outstanding and one vote per share.

• Agenda includes director elections, auditor ratification, approval for potential note repayment share issuance, and 12 separate reverse-split authorizations covering monthly windows in 2027.

Voting matters and shareholder proposals

• Seven directors are up for election through the 2027 annual meeting; stockholders will also vote on Cherry Bekaert LLP’s appointment for FY2026 and potential issuance of more than 19.9% of outstanding common shares for note repayment.

• Proposals 4–15 seek Board discretion to effect a 1-for-2 to 1-for-100 reverse split during one designated month per proposal, January–December 2027; the Board unanimously recommends FOR all proposals.

• Note proposal covers up to $25 million principal, 18-month, 0% notes; amortization is generally 0.4% of original principal per trading day, paid in shares subject to conditions or in cash.

• Shareholder approval would permit issuance of 20% or more of outstanding common shares; the filing warns of substantial dilution and potential downward share-price pressure.

• Director election requires plurality; auditor and note proposals require majority of votes cast; each reverse-split proposal requires a majority of all votes entitled, with abstentions counting against.

Board of directors and corporate governance

• Board has seven directors, all deemed independent under Nasdaq standards; seven incumbent directors are nominated for reelection.

• CEO M. Andrew Franklin is not a Board member; Stefani D. Carter is Board Chair. The Board favors separate CEO and Chair roles, with future separation decisions made case by case.

• Six Board committees cover audit, compensation, governance and nominations, executive matters, litigation, and related-person transactions; Audit met four times in 2025, and the full Board met 10 times.

• Nominee selection weighs integrity, independence, relevant skills, experience, Board needs, and time commitment; the Nominating Committee does not consider race, sex, or creed.