Item 5.08 Shareholder Nominations.
The Board of Directors of Wheeler Real Estate Investment Trust, Inc (the “Company”) has established that the Company’s 2021 annual meeting of stockholders (the “2021 Annual Meeting”) will be held on Thursday, July 15, 2021. Stockholders of record at the close of business on April 19, 2021 (the “Record Date”) and only such stockholders will be entitled to notice of and to vote at the 2021 Annual Meeting. The time and location of the 2021 Annual Meeting will be as set forth in the Company’s proxy statement for the 2021 Annual Meeting.
Because the date of the 2021 Annual Meeting differs by more than thirty days from the anniversary date of the Company’s 2020 annual meeting of stockholders, which was held on May 28, 2020, the deadline for submission of any stockholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the deadlines for any stockholder to submit a nominee to serve as director or to submit a proposal to be considered at the meeting or for inclusion in the Company’s proxy materials outside of Rule 14a-8, as set forth in the Company’s proxy statement, filed with the United States Securities and Exchange Commission (the “SEC”) on April 10, 2020, no longer apply. Pursuant to the Company’s bylaws (the “Bylaws”) and Rule 14a-5(f) of the Exchange Act, the Company is hereby providing notice of the revised deadlines for such proposals by means of this report.
Pursuant to Rule 14a-8 of the Exchange Act, stockholders of the Company who wish to have a proposal considered for inclusion in the Company’s proxy materials for the 2021 Annual Meeting must ensure that such proposal is received by, on or before the close of business on April 12, 2021, which the Company has determined to be a reasonable time before it expects to begin to print and send its proxy materials. Any such proposal must also meet the requirements set forth in the rules and regulations of the Securities and Exchange Commission to be eligible for inclusion in the proxy materials for the 2021 Annual Meeting and must comply with the provisions contained in the Bylaws relating to stockholder proposals.
In accordance with the Bylaws, because the date of the 2021 Annual Meeting is not within thirty days of the anniversary of the Company’s 2020 annual meeting of stockholders, in order for a stockholder entitled to vote to bring a proposal or submit a nominee for director at the 2021 Annual Meeting, such stockholder must give notice to the Company in accordance with the Bylaws of such proposal or nominee and such notice by such stockholder must be received no later than the close of business on the tenth (10th) day following the day on which public announcement of the date of the 2021 Annual Meeting is first made. Accordingly, notice of stockholder proposals or nominations for director for the 2021 Annual Meeting must be received no later than 5:00 p.m. Eastern Standard Time on Monday, April 12, 2021.
Proposals and notices must be in writing and received by the Company’s Secretary, Angelica Beltran, at Riversedge North 2529 Virginia Beach Boulevard, Suite 200 Virginia Beach, Virginia 23452 and must also comply with the requirements set forth in the rules and regulations of the Exchange Act and the Bylaws.