whlr-20230519

Maryland

001-35713

45-2681082

(State or other jurisdiction
of incorporation or organization)

(Commission
File Number)

(IRS Employer
Identification No.)


2529 Virginia Beach Blvd. Virginia Beach, VA						23452
(Address of principal executive offices)						(Zip code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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).

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. ☐

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

7.00% Subordinated Convertible Notes due 2031

WHLRL

Nasdaq Capital Market

The 2023 Annual Meeting was held on May 19, 2023. The voting results for each of the proposals submitted to a vote of the stockholders at the 2023 Annual Meeting are set forth below:

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


Nominee	Votes For	Votes Withheld	Broker Non-Votes
Michelle D. Bergman	2,729,081	2,915,053	1,654,125
E.J. Borrack	2,727,210	2,916,925	1,654,125
Kerry G. Campbell	2,729,030	2,915,104	1,654,125
Stefani D. Carter	2,727,824	2,916,310	1,654,125
Saverio M. Flemma	2,728,194	2,915,941	1,654,125
Megan Parisi	2,725,923	2,918,212	1,654,125
Joseph D. Stilwell	2,849,272	2,794,863	1,654,125

Proposal 2: 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, 2023, and the voting results were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
3,786,517	2,929,505	582,238	0

The Company’s stockholders did not approve, on an advisory basis, the Company’s named executive officer compensation as described in the Company’s proxy statement, and the voting results were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
2,458,680	2,605,612	579,842	1,654,125

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/ M. Andrew Franklin
						Name: M. Andrew Franklin
						Title: Chief Executive Officer and President