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8-K

 

 

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): November 29, 2018

 

 

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)

 

(I.R.S. Employer

Identification No.)

905 Calle Amanecer, Suite 300

San Clemente, CA 92673

(Address of Principal Executive Offices)

(949) 542-3130

(Registrant’s telephone number, including area code)

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))

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 29, 2018, David Lindahl notified CareTrust REIT, Inc. (the “Company”) that he is resigning from the Company’s Board of Directors effective immediately. Mr. Lindahl is not resigning due to any disagreement with the Company on any matter related to the Company’s operations, policies or practices.

 

Item 7.01.

Regulation FD Disclosure.

On November 30, 2018, the Company issued a press release announcing the resignation of Mr. Lindahl as set forth in Item 5.02 of this Current Report on Form 8-K.

A copy of the press release is furnished as Exhibit 99.1 hereto. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.

  

Description

99.1    Press Release dated November 30, 2018.


SIGNATURE

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

 

Date: November 30, 2018   CARETRUST REIT, INC.
  By:  

/s/ William M. Wagner

  Name:   William M. Wagner
  Title:   Chief Financial Officer, Treasurer and Secretary
EX-99.1

Exhibit 99.1

 

LOGO

CareTrust REIT Announces Director Resignation

SAN CLEMENTE, Calif., November 30, 2018 (GLOBE NEWSWIRE) — CareTrust REIT, Inc. (Nasdaq:CTRE) today announced that David G. Lindahl has resigned from its Board of Directors to pursue other interests. Mr. Lindahl’s resignation was effective immediately.

“We are grateful to David for his role in shepherding CareTrust from our 2014 spin-off to where we are today,” said Greg Stapley, CareTrust’s Chairman and Chief Executive Officer. One of CareTrust’s original independent directors, Mr. Lindahl served as Chair of the Compensation Committee, and as a member of the Nominating and Corporate Governance and Audit Committees. “David’s insight has proven most valuable, as the company has diversified its tenant base and nearly tripled its net real estate investments during his tenure on the board,” Mr. Stapley added.

Mr. Stapley noted that the Company, as part of its ongoing succession planning strategy, maintains relationships with a number of outstanding board candidates. He reported that the board has initiated discussions with several qualified candidates who could fill Mr. Lindahl’s seat.

The Board has not yet designated a new Chair for the Compensation Committee but plans to consider the issue at its next Board meeting, scheduled for February 2019.

About CareTrust REITTM

CareTrust REIT, Inc. is a self-administered, publicly-traded real estate investment trust engaged in the ownership, acquisition and leasing of seniors housing and healthcare-related properties. With 193 net-leased healthcare properties and three operated seniors housing properties in 27 states, CareTrust REIT is pursuing opportunities across the nation to acquire properties that will be net-leased to a diverse group of local, regional and national seniors housing operators, healthcare services providers, and other healthcare-related businesses. More information about CareTrust REIT is available at www.caretrustreit.com.

Contact:

CareTrust REIT, Inc.

(949) 542-3130

ir@caretrustreit.com