NEW YORK, Aug. 16, 2018 /PRNewswire/ -- The Stilwell Group,
the largest shareholder of Wheeler Real Estate Investment Trust,
Inc. (the "Company") (NASDAQ: WHLR), today announced that it has
delivered an open letter to shareholders of the Company and filed
its definitive proxy statement, including a GREEN proxy card, for
the election of three highly-qualified director nominees at the
upcoming 2018 annual meeting of shareholders.
The definitive proxy statement can be viewed at the link
below:
http://www.okapivote.com/wheeler
The full text of the letter follows:
August 16, 2018
Dear Fellow WHLR Owner,
We are the largest WHLR stockholder. We have been
investing in financially-related companies for over 20 years and in
that time, have publicly disclosed our activist positions in over
65 companies and placed at least 20 representatives on company
boards. In our experience, bad corporate governance is a big,
red flag for corporate problems. The red flag flies at WHLR
-- where the directors have an inflated view of
themselves.
While WHLR's common shares were plummeting, our board of
directors deemed themselves deserving of outsized raises.
Between 2016 and 2017, the board members voted themselves a
disturbing jump in compensation. These are the egregious
increases:1
Stewart
Brown
|
228%
|
(placed on
the board by Westport Capital Partners, supposed
real estate experts)
|
John
McAuliffe
|
250%
|
|
Carl McGowan,
Jr.
|
243%
|
|
John
Sweet
|
293%
|
|
Jeffrey
Zwerdling
|
280%
|
|
We can't think of any reason why our Company's board deserved
such a handsome reward for its abysmal performance. Can
you? We even asked the board members privately to explain
these outrageous numbers. We never got an answer.
Do you think our directors deserve a raise? We think they
deserve to be replaced. It's no wonder they don't want us on
the board; we would have never permitted such behavior.
To support our highly-qualified nominees, who are committed to
representing your best interests, please complete and return the
GREEN proxy card today. Thank you for your
support.
Sincerely,
Megan Parisi
917-881-8076
mparisi@stilwellgroup.com
Stockholders can vote by telephone, online or by
signing and dating the enclosed GREEN proxy card
and returning it in the postage-paid envelope.
If you have any questions, require assistance
in voting your GREEN proxy card, or need
additional copies of our proxy materials, please
contact us or Okapi Partners at the phone numbers or
email listed below.
Okapi Partners LLC
1212 Avenue of the Americas, 24th Floor
New York, New York 10036
+ 1 (212) 297-0720 (Main)
+ 1 (877) 869-0171 (Toll-Free)
Email: info@okapipartners.com
1 The calculations are based on a comparison of the
non-employee director compensation reported in Item 11 of WHLR's
Annual Report on Form 10-K, filed with the SEC on March 7, 2018, pp. 82-83, reporting 2017
non-employee director compensation and WHLR's Proxy Statement on
Form DEF 14A, filed with the SEC on April
17, 2017, p. 17, reporting 2016 non-employee director
compensation. The increase in John
Sweet's compensation is based on a pro-rata calculation.
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SOURCE The Stilwell Group