UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (date of earliest event reported):
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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:
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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 | ||
| Capital Market | ||||
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The 2021 Annual Meeting was held on July 15, 2021. The voting results for each of the proposals submitted to a vote of the stockholders at the 2021 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 | ||||||
| Michelle D. Bergman | 3,151,628 | 2,245,629 | 1,939,077 | ||||||
| E.J. Borrack | 3,154,050 | 2,243,208 | 1,939,077 | ||||||
| Kerry G. Campbell | 3,145,535 | 2,251,723 | 1,939,077 | ||||||
| Stefani Carter | 3,146,655 | 2,250,603 | 1,939,077 | ||||||
| Saverio M. Flemma | 3,149,735 | 2,247,523 | 1,939,077 | ||||||
| Paula J. Poskon | 3,148,834 | 2,248,424 | 1,939,077 | ||||||
| Joseph D. Stilwell | 3,152,703 | 2,244,555 | 1,939,077 |
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 | |||
| 3,888,661 | 1,433,901 | 74,695 | 1,939,077 |
Proposal 3: 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, 2021, and the voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 7,237,502 | 34,124 | 64,709 | 0 |
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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: July 19, 2021
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