UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
| WHEELER REAL ESTATE INVESTMENT TRUST, INC. |
(Name of Registrant as Specified in Its Charter) |
STILWELL ACTIVIST INVESTMENTS, L.P. STILWELL VALUE PARTNERS VII, L.P. STILWELL ACTIVIST FUND, L.P. STILWELL VALUE LLC JOSEPH D. STILWELL PAULA J. POSKON KERRY G. CAMPBELL |
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant) |
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| ☐ | Fee paid previously with preliminary materials: |
☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
| (1) | Amount previously paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
On December 19, 2019, the Stilwell Group issued the following press release:
THE STILWELL GROUP RECEIVES OVERWHELMING SUPPORT TO ELECT ALL THREE OF ITS NOMINEES TO WHEELER’S BOARD AT TODAY’S ANNUAL MEETING BASED ON PRELIMINARY VOTING RESULTS
The Stilwell Group Releases Joe Stilwell’s Remarks from Annual Meeting
NEW YORK, December 19, 2019 /PRNewswire/ -- The Stilwell Group (“Stilwell”), the largest shareholder of Wheeler Real Estate Investment Trust, Inc. (“Wheeler” or the "Company")(NASDAQ:WHLR, WHLRP, WHLRD), today announced that based on preliminary voting results from Wheeler’s Annual Meeting of Shareholders held today, Wheeler shareholders have elected all three of Stilwell’s director nominees, Joseph D. Stilwell, Paula J. Poskon and Kerry G. Campbell, to Wheeler’s Board of Directors. The results are expected to be certified in the coming days.
Stilwell also announced that it released the following remarks made by Joe Stilwell during today’s Annual Meeting:
“When the results are certified in the coming days, the legacy directors will likely have lost by a margin of better than 8-1 – which they richly deserved given their dirty campaign and their incompetence in discharging their duties.
Now that the board is largely cleaned-up, we’ll work to clean up management, straighten out the organization, and rationalize the corporate capital structure. Based on my discussions with the major shareholders, we all want to see this company returned to health and continue as a viable REIT. We’re willing to provide the time and support necessary to accomplish this goal.
My Group’s nominees now no longer represent The Stilwell Group; they represent the common shareholders of WHLR. We will work with the other newly elected directors and with Andy Jones to take all appropriate actions with the greatest possible dispatch.
Thank you.”
Investor Contact:
The Stilwell Group
Megan Parisi
(917) 881-8076
mparisi@stilwellgroup.com