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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): May 1, 2019

 

 

CARETRUST REIT, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

001-36181   Maryland   46-3999490

(Commission

File Number)

 

(State of

Incorporation)

 

(I.R.S. Employer

Identification No.)

 

905 Calle Amanecer,

Suite 300,

San Clemente, CA

  92673
(Address of Principal Executive Offices)   (Zip Code)

(949) 542-3130

(Registrant’s Telephone Number, Including Area Code)

(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:  ☐

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   

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

 

 

 


Item 5.07.

Submission of Matters to a Vote of Security Holders.

(a) The 2019 annual meeting of stockholders (the “Annual Meeting”) of CareTrust REIT, Inc. (the “Company”) was held on May 1, 2019.

(b) At the Annual Meeting, the Company’s stockholders (i) elected the three nominees identified in the table below to the Board of Directors to serve until the Company’s 2020 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, 2019.

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

Election of Directors

 

   

For

 

Against

 

Abstain

 

Broker Non-Vote

Allen C. Barbieri

  66,510,310   6,792,058   105,882   8,154,384

Jon D. Kline

  71,825,455   1,476,974   105,821   8,154,384

Diana M. Laing

  70,070,776   3,234,117   103,357   8,154,384

Advisory Approval of Named Executive Officer Compensation

 

For

 

Against

 

Abstain

 

Broker Non-Vote

70,872,419

 

2,365,020

 

170,811

 

8,154,384

Auditor Ratification

 

For

 

Against

 

Abstain

   

81,339,120

 

65,354

 

158,160

 


SIGNATURES

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.

 

    CARETRUST REIT, INC.
Date: May 7, 2019    

/s/ William M. Wagner

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