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EX-3.2 - BYLAWS OF WHEELER REAL ESTATE INVESTMENT TRUST, INC., AS AMENDED - Wheeler Real Estate Investment Trust, Inc.ea122478ex3-2_wheelerreal.htm
EX-3.1 - ARTICLES OF AMENDMENT OF WHEELER REAL ESTATE INVESTMENT TRUST, INC. - Wheeler Real Estate Investment Trust, Inc.ea122478ex3-1_wheelerreal.htm

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (date of earliest event reported): May 28, 2020

 

WHEELER REAL ESTATE INVESTMENT TRUST, INC.

(Exact name of registrant as specified in its charter)

 

Maryland

 

001-35713

 

45-2681082

(State or other jurisdiction of
incorporation or organization)
  (Commission
File Number)
  (IRS employer
identification number)

 

2529 Virginia Beach Blvd., Suite 200    

Virginia Beach, VA

 

23452

(Address of principal executive offices)   (Zip code)

 

Registrant’s telephone number, including area code: (757) 627-9088

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.01 par value per share   WHLR   Nasdaq Capital Market
Series B Convertible Preferred Stock   WHLRP   Nasdaq Capital Market
Series D Cumulative Convertible Preferred Stock   WHLRD   Nasdaq Capital Market

 

 

 

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As set forth below under Item 5.07 of this Current Report on Form 8-K, on May 28, 2020, at the 2020 Annual Meeting of stockholders (the “2020 Annual Meeting”) of Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), the Company’s stockholders approved all five proposals submitted for their vote, two of which related to the Company’s charter (the “Charter”) and the Company’s bylaws (the “Bylaws”).

 

Following approval by the Company’s stockholders of the amendments to the Charter at the 2020 Annual Meeting, the Company filed on May 29, 2020 Articles of Amendment with the State Department of Assessments and Taxation of Maryland to remove existing restrictions on allowing the Company to purchase or otherwise acquire parity preferred stock when accrued and unpaid dividends on any series of the preferred stock have not been paid or set apart for payment at the time of such purchase or other acquisition.

 

Following approval by the Company’s stockholders of the amendment to the Bylaws at the 2020 Annual Meeting, the Board of Directors of the Company approved on May 28, 2020 an amendment to the Bylaws to allow stockholders to amend the Bylaws by a vote of the majority of votes cast at a meeting of stockholders duly called and at which a quorum is present.

 

The full text of the Articles of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The full text of the Bylaws, as amended, is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

The 2020 Annual Meeting was held on May 28, 2020. The voting results for each of the proposals submitted to a vote of the stockholders at the 2020 Annual Meeting are set forth below:

 

Proposal 1: Election of Directors

 

Each nominee for director was elected, and the voting results were as follows:

 

Nominee  Votes For   Votes Withheld  

Broker

Non-Votes

 
Clayton Andrews   6,302,078    227,510    1,970,594 
Kerry G. Campbell   6,421,737    107,851    1,970,594 
Stefani Carter   6,029,099    500,489    1,970,594 
Andrew R. Jones   5,950,525    579,063    1,970,594 
Daniel Khoshaba   6,418,993    110,595    1,970,594 
Paula J. Poskon   6,306,435    223,153    1,970,594 
Joseph D. Stilwell   6,314,836    214,752    1,970,594 

 

Proposal 2: Advisory Vote to Approve Executive Compensation

 

The Company’s stockholders approved, on an advisory non-binding basis, the Company’s named executive officer compensation as described under the Compensation section of the Company’s proxy statement, and the voting results were as follows:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
5,786,579   572,390   170,619   1,970,594

 

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Proposal 3: Amendment to Articles of Incorporation – Preferred Stock

 

The Company’s stockholders approved the amendments to the terms of the preferred stock in the Charter to remove existing restrictions on allowing the Company to purchase or otherwise acquire parity preferred stock when accrued and unpaid dividends have not been paid or set apart for payment at the time of such acquisition, and the voting results were as follows:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
6,199,595   305,195   24,798   1,970,594

 

Proposal 4: Amendment to Bylaws

 

The Company’s stockholders approved the proposal to amend the Company’s bylaws to allow stockholders the right to amend the Company’s bylaws, and the voting results were as follows:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
6,421,006   88,380   20,202   1,970,594

 

Proposal 5: Ratification of Appointment of Independent Registered Public Accounting Firm

 

The Company’s stockholders approved the ratification of the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020, and the voting results were as follows:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
8,290,460   170,609   39,113   0

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number  

Exhibit

Description

3.1   Articles of Amendment of Wheeler Real Estate Investment Trust, Inc.
3.2   Bylaws of Wheeler Real Estate Investment Trust, Inc., as amended

 

2

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  WHEELER REAL ESTATE INVESTMENT TRUST, INC.
     
  By: /s/ Crystal Plum
    Name: Crystal Plum
    Title: Chief Financial Officer

 

Dated: May 29, 2020

 

 

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