Business Context and Reporting Period
This Form 8-K is a current report filed by Wheeler Real Estate Investment Trust, Inc. on October 17, 2019, regarding events occurring on October 16, 2019. The filing addresses corporate governance matters related to the scheduling of the 2019 Annual Meeting of Stockholders and the submission of shareholder proposals.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report is a current report on specific corporate events and does not contain financial statements or performance metrics.
Material Changes
The primary material change reported is the rescheduling of the 2019 Annual Meeting of Stockholders. The Board of Directors determined the meeting will be held on December 19, 2019. This date represents a change of more than 30 days from the anniversary of the 2018 Annual Meeting.
Guidance, Outlook, and Management Commentary
- Shareholder Proposals: In accordance with Rule 14a-8 and the Company's Bylaws, the deadline for receipt of stockholder proposals for inclusion in the proxy statement has been set for October 27, 2019.
- Proxy Solicitation: The Company, its directors, and certain executive officers are participants in the solicitation of proxies. A definitive proxy statement will be filed with the SEC.
- Security Holdings: Exhibit 99.1 attached to the filing contains information regarding the direct and indirect interest of directors and executive officers in the Company's securities as of October 17, 2019.
- Securities Registered: The Company has Common Stock (WHLR), Series B Convertible Preferred Stock (WHLRP), and Series D Cumulative Convertible Preferred Stock (WHLRD) registered on the Nasdaq Capital Market.
Key Facts for Investor Verification
- Verify the new date for the 2019 Annual Meeting of Stockholders: December 19, 2019.
- Note the deadline for submitting shareholder proposals for the 2019 Annual Meeting: October 27, 2019.
- Review the upcoming definitive proxy statement for detailed information on proxy solicitation and participant security holdings.
- Check the Company's website (www.whlr.us) or the SEC website for updates on security holdings via Forms 3, 4, and 5.