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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 29, 2025
CareTrust REIT, Inc.
(Exact name of registrant as specified in its charter)
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| Maryland |
001-36181 |
46-3999490 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
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905 Calle Amanecer, Suite 300, San Clemente, CA |
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92673 |
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(Address of principal executive offices) |
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(Zip Code) |
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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:
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Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, par value $0.01 per share |
CTRE |
New York Stock Exchange |
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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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The 2025 annual meeting of stockholders (the “Annual Meeting”) of CareTrust REIT, Inc. (the “Company”) was held on April 29, 2025.
(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 2026 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 and (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
Set forth below are the final voting tallies for the Annual Meeting:
Election of Directors
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For |
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Against |
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Abstain |
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Broker Non-Votes |
| Diana M. Laing |
154,048,017 |
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3,814,369 |
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67,995 |
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12,176,859 |
| Anne Olson |
156,401,565 |
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1,461,069 |
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67,747 |
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12,176,859 |
| Spencer G. Plumb |
154,988,194 |
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2,870,506 |
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71,681 |
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12,176,859 |
| David M. Sedgwick |
156,892,239 |
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965,980 |
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72,162 |
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12,176,859 |
| Careina D. Williams |
155,710,593 |
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2,151,000 |
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68,788 |
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12,176,859 |
Advisory Approval of Named Executive Officer Compensation
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
| 125,160,686 |
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32,649,709 |
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119,986 |
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12,176,859 |
Auditor Ratification
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| For |
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Against |
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Abstain |
| 169,315,310 |
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716,423 |
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75,507 |
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.
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| Date: April 30, 2025 |
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CARETRUST REIT, INC. |
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By: |
/s/ William M. Wagner
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William M. Wagner |
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Chief Financial Officer and Treasurer |
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