Wheeler Real Estate Investment Trust (WHLR) Proxy filing summary

Executive summary

• Annual meeting scheduled for Dec. 4, 2026, in person in San Juan; Oct. 2, 2026 record-date holders may vote.

• Fifteen matters are up for vote; the Board unanimously recommends FOR all nominees and Proposals 2–15.

Voting matters and shareholder proposals

• Proposal 1 elects seven directors to serve until the 2027 annual meeting; election requires a plurality of votes cast.

• Proposal 2 seeks ratification of Cherry Bekaert LLP for FY2026; Proposal 3 seeks Nasdaq approval for potential issuance of over 19.9% of outstanding common shares to repay notes.

• Proposals 4–15 seek discretionary reverse-split authority at ratios from 1-for-2 to 1-for-100, in monthly windows from Jan. through Dec. 2027.

• Proposal 3 requires a majority of votes cast; each reverse-split proposal requires a majority of all eligible votes, with abstentions counting against.

Board of directors and corporate governance

• Seven director nominees are current directors; all seven directors are deemed independent under Nasdaq standards.

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

• Six committees oversee audit, compensation, governance and nominations, executive matters, litigation, and related-person transactions; the Board met 10 times in FY2025.

• Effective Nov. 1, 2026, non-employee director annual cash pay rises to $70,000; Audit Committee members receive an additional $20,000 annual retainer.