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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 27, 2023

CareTrust REIT, Inc.

(Exact name of registrant as specified in its charter)  

Maryland			001-36181			46-3999490
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

905 Calle Amanecer, Suite 300, San Clemente, CA

92673

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (949) 542-3130

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			CTRE			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

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Item 5.07.     Submission of Matters to a Vote of Security Holders.

(a) The 2023 annual meeting of stockholders (the “Annual Meeting”) of CareTrust REIT, Inc. (the “Company”) was held on April 27, 2023.

(b) At the Annual Meeting, the Company’s stockholders (i) elected the five nominees identified in the table below to the Board of Directors to serve until the Company’s 2024 annual meeting of stockholders and until their respective successors are duly elected and qualified, (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers, (iii) approved, on an advisory basis, a one-year frequency for future advisory votes on the compensation of the Company's named executive officers and(iv) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

Set forth below are the final voting tallies for the Annual Meeting:

Election of Directors

			For						Against						Abstain						Broker Non-Votes
Diana M. Laing			74,631,612						6,999,660						49,015						8,469,690
Anne Olson			80,875,411						754,850						50,026						8,469,690
Spencer G. Plumb			80,449,579						1,179,100						51,608						8,469,690
David M. Sedgwick			81,139,728						490,622						49,937						8,469,690
Careina D. Williams			80,539,363						1,093,630						47,294						8,469,690

Advisory Approval of Named Executive Officer Compensation

For						Against						Abstain						Broker Non-Votes
79,392,654						2,160,510						127,123						8,469,690

Advisory Approval of the Frequency of Future Advisory Votes on Named Executive Officer Compensation

One Year						Two Years						Three Years						Abstain
79,411,160						54,417						2,147,752						66,958

Based on a consideration of the results of the advisory vote on the frequency of future advisory votes on named executive officer compensation, the Company’s Board of Directors determined that the Company will hold an advisory vote on named executive officer compensation every one year until the next required vote on the frequency of such votes.

Auditor Ratification

For						Against						Abstain
89,929,825						150,984						69,168

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 1, 2023						CARETRUST REIT, INC.
						By:			/s/ William M. Wagner
									William M. Wagner
									Chief Financial Officer and Treasurer