Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
November 22 2019 - 12:35PM
Edgar (US Regulatory)
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:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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WHEELER REAL ESTATE INVESTMENT TRUST, INC.
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(Name of Registrant as Specified in Its Charter)
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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
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials:
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☐ 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.
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(1)
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Amount previously paid:
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(2)
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Form, Schedule or Registration Statement No.:
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The Stilwell Group, together
with the other participants named herein, have filed a definitive proxy statement and accompanying GREEN proxy card with the Securities
and Exchange Commission to be used to solicit votes for the election of its director nominees at the 2019 annual meeting of stockholders
(the “Annual Meeting”) of Wheeler Real Estate Investment Trust, Inc. (the “Company”).
On November 22, 2019, the
Stilwell Group delivered the following message to stockholders of the Company regarding the upcoming Annual Meeting.
WE STRONGLY BELIEVE THE CURRENT WHLR BOARD IS DIVIDED AND WILL
REMAIN DYSFUNCTIONAL UNLESS STILWELL’S NOMINEES (AND WHLR’S NEW, SHAREHOLDER-FRIENDLY NOMINEES) ARE ELECTED AT THE
ANNUAL MEETING.
BY VOTING ON THE GREEN CARD, YOU WILL VOTE TO ELECT THE FOLLOWING
BOARD:
Joseph Stilwell – NEW DIRECTOR, Shareholder-Friendly
Paula Poskon – NEW DIRECTOR, Shareholder-Friendly
Kerry Campbell – NEW DIRECTOR, Shareholder-Friendly
Andy Jones – CHAIRMAN OF THE BOARD, Shareholder-Friendly
Stefani Carter – NEW DIRECTOR, Shareholder-Friendly
Clayton Andrews – NEW DIRECTOR, Shareholder-Friendly
Deborah Markus – NEW DIRECTOR, Shareholder-Friendly
Carl McGowan – The ONLY LEGACY DIRECTOR to remain on the board
THIS PROXY CONTEST SHOULD HAVE BEEN AVOIDED!
In July, settlement negotiations between Stilwell
and the Chairman began. Various discussions ensued between Stilwell and the Chairman in July and early August.
August 6: Stilwell sent Chairman a draft settlement agreement
based on their discussions.
Back-and-forth between lawyers
August 19: Draft settlement agreement verbally approved by
Stilwell, WHLR and counsel for both sides.
August 20: Joe Stilwell signed the final settlement agreement.
Back-and-forth regarding drafting and scheduling of the public
announcement/press release followed by sudden radio silence.
September 3: WHLR counsel contacted Stilwell requesting background
check releases for the Stilwell nominees. Stilwell agreed to provide the releases if WHLR provided background check releases for
the directors WHLR was choosing to re-nominate and with whom the Stilwell nominees would serve on the board.
September 4: The Chairman called Stilwell to confirm that
the continuing directors were not willing to provide background check releases.
September 5: Stilwell received an email from the Chairman
saying he was ‘working on alternatives’ and would ‘come back to [us] when [he had] something.’
Approximately one month of radio silence with no response to
our inquiries
October 2: Dave Kelly requested a meeting with Stilwell
in New York.
October 8: Meeting at Stilwell’s office occurred and
instead of discussing the settlement, Dave Kelly and a different attorney instead threatened Joe Stilwell personally ‘if
he persisted with the proxy contest.’ The Chairman did not speak once.
It was as if the summer negotiations never occurred.
October 17: Stilwell filed its preliminary proxy statement.
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