Welcome to the Wheeler Real Estate Investment Trust Annual Meeting of Stockholders. I will now hand it over to Stefani Carter.
Good morning, ladies and gentlemen. I would like to welcome you all to this virtual Annual Meeting of Stockholders of Wheeler Real Estate Investment Trust. I'm Stefani Carter, Chair of the Board of Directors, and I will be presiding at this meeting. The purpose of the annual meeting is to elect eight members of the Board of Directors, ratify the appointment of Cherry Bekaert LLP
as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025, and authorize the Board of Directors to effect, at its discretion, a reverse stock split of the company's outstanding common stock in each month, starting this month and continuing through December 2026, and each time at an exchange ratio of between 1/ 2 and 1/ 100. Before proceeding to the business of the meeting, I would like to make a few introductions.
First, let me take the opportunity to introduce you to the members of our board of directors. In addition to myself, directors virtually present at the meeting today are E.J. Borrack, Robert Brady, Kerry Campbell, Rebecca Musser, Megan Parisi, Joseph Stilwell. Also present is our new director nominee, Gregory Hannon.
Next, I would like to introduce you to our executive management team who is virtually present at the meeting today, our CEO and President, Andy Franklin, and our CFO, Crystal Plum. Finally, we are pleased to have with us virtually today a representative from our attorneys at Cadwalader, Wickersham & Taft LLP, Daniel Raglan, and a representative from auditors at Cherry Bekaert LLP, Richard Creese. We also have with us virtually today a representative from our proxy service provider, Broadridge Investor Communication Solutions, Cheryl Nebeling.
Broadridge has been appointed to act as an inspector of election for the tabulation of proxies and ballots. Ms. Nebeling has signed an oath to act as inspector of election, and this oath will be filed with the minutes of this meeting. The business of this meeting will proceed as follows. Our corporate secretary, Crystal Plum, will present the secretary's report, followed by the opening of the polls and a presentation of each of the 19 proposals detailed in the proxy statement.
After all 19 proposals have been presented, the votes will be tallied, and the polls will close. Following the business of this meeting, we will have a question and answer session. If you would like to ask a question, please click the message box on the annual meeting website and type in your question. Crystal, would you please present the secretary's report?
Good morning. Notice for this meeting was furnished to stockholders on July 11th, 2025. Beginning on or about July 11th, 2025, proxy materials were mailed to our stockholders of record as of July 3rd, 2025. I have received and delivered an affidavit of mailing establishing that notice of this meeting was duly given. A copy of the notice of meeting and the affidavit of mailing will be incorporated into the minutes of this meeting.
All stockholders of record at the close of business on July 3rd, 2025, are entitled to vote at the annual meeting. As of July 3rd, 2025, there were 1,094,686 shares of the company's common stock issued and outstanding. Our inspector of elections from Broadridge advised that a majority of the shares entitled to vote at this meeting are represented here today, and therefore a quorum is present. This concludes the secretary's report.
Thank you, Crystal. I now declare the polls open for voting. Any stockholder who has not already voted should vote now. If you previously voted, you do not need to vote again unless you want to change your vote. Crystal, would you please present the proposals to be voted on?
As detailed in the proxy statement, stockholders are being asked to vote on the following proposals. First proposal. The first proposal is the election of directors. All of the director nominees listed in the proxy statement are nominated for election for a one-year term expiring in 2026. The board of directors unanimously recommends that stockholders vote for the election of all of the following persons as directors of the company.
E.J. Borrack, Robert G. Brady, Kerry Campbell, Stefani D. Carter, Gregory P. Hannon, Rebecca Musser, Megan Parisi, Joseph D. Stilwell. Second proposal. The second proposal regards the appointment of Cherry Bekaert LLP as our auditors for the 2025 fiscal year. Our audit committee has appointed Cherry Bekaert LLP as the independent registered public accounting firm of the company for the 2025 fiscal year, and this proposal seeks ratification of the appointment of Cherry Bekaert.
The board of directors unanimously recommends that stockholders vote for the ratification of this appointment. Proposals three through 19. Proposals three through 19 would authorize the board of directors to effect, at its discretion, a reverse stock split of the company's outstanding common stock in each month, starting this month and continuing through December 2026, and each time at an exchange ratio of between 1/2 and 1/100. The board of directors unanimously recommends that stockholders vote for proposals three through 19.
This concludes the presentation of the proposals. We will allow a few minutes for stockholders to complete their voting before the polls are closed. Thank you all those who have voted. I now declare the polls closed. The inspector of election will provide the secretary of the meeting a written report and final vote count with respect to proposals voted on today, which will be included in the minutes of this meeting.
As soon as the results are final, we will publicly disclose them through our Form 8-K filing. We will now turn to the question and answer session. Should you wish to ask a question, please click the message box on the annual meeting website and type in your question. Let me now turn it over to Andy Franklin, our CEO and President, to field any questions.
Thank you, Stefani. It appears that we do have several questions that we'll try to address here on this call. First question is regarding cap rates and business opportunities within our space, in particular the cap rates comparison between financing costs and cap rates. To address the overall cap rate market, I would say that grocery-anchored retail continues to remain strong.
There is not that many buyers of this asset class at the moment, given the competition that's associated with grocery-anchored retail. What I mean by that is that the seller market still remains strong. There's a high belief that this is still a high-performing asset class. While there are buyers in the market, it is a mixed bag of buyers that are playing in the space.
Therefore, it's keeping the cap rates at levels that I think are surprising to both buyers and sellers, and there continues to be a spread between the two. In the case of our markets, which are secondary, tertiary markets, they remain relatively unchanged, sitting in that mid 7 to upper 8, 9 cap, depending on the credit profile of the anchor tenants and the rest of the retail.
Next question is in regard to leasing renewals and kind of the current state of affairs on the leasing front. Given that costs remain relatively high for new developments and for tenant installations, there's not a ton of supply sitting out there, therefore that is still making it very favorable for any property owner to continue to push rents, as evidenced by what we reported in our second quarter results.
On a combined basis between Cedar and Wheeler, we are seeing rent spreads of 13.6% over the prior rates and 40.7% on new rent spreads from the leases that expired that were ultimately backfilled. Again, we still feel very comfortable that our ability to push rents will continue. That being said, there is an offset to the rent push, and that is related to the increase in operating costs associated with our shopping centers.
One thing that we are experiencing is there's an inflationary impact as it relates to our operating expenses, mainly on the labor side of things. As a triple net leased landlord, we typically pass that back through to our tenants. However, as retailers become more sophisticated, so have the lease structures related to reimbursements.
One of our big pushes is to continue to make adjustments to the CAM language so that we can continue to offset the increase in operating expenses associated with these shopping centers. Obviously, that has an impact on your base rent push as well. We are making a concerted effort to do a dual push of both base rents and increase in operating expense reimbursements. If there are no other questions related to this, I'll pass it back over to you, Stefani.
Thank you, Andy. Are there any other questions? It looks like there are no further questions. I would like to thank everyone who took the time to participate in today's virtual meeting. As I mentioned, we'll announce the final vote tally under cover of Form 8-K , which will be filed in the next few days. Please look out for it. As there's no further business to come before this meeting, the 2025 Annual Meeting of Shareholders of Wheeler Real Estate Investment Trust is hereby adjourned. Thank you very much.
The meeting is now concluded. Thank you for joining. You may now disconnect.