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8-K
false 0001590717 0001590717 2020-04-30 2020-04-30

 

 

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 30, 2020

 

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

 

The Nasdaq Stock Market LLC

 

 

(Nasdaq Global Select Market)

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 2020 annual meeting of stockholders (the “Annual Meeting”) of CareTrust REIT, Inc. (the “Company”) was held on April 30, 2020.

(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 2021 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, 2020.

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

Election of Directors

 

For

   

Against

   

Abstain

   

Broker Non-Votes

 

Allen C. Barbieri

   

62,548,715

     

21,445,949

     

160,943

     

6,134,132

 

Jon D. Kline

   

82,938,861

     

1,054,839

     

161,907

     

6,134,132

 

Diana M. Laing

   

77,360,103

     

6,636,070

     

159,434

     

6,134,132

 

Spencer G. Plumb

   

82,751,726

     

1,245,214

     

158,667

     

6,134,132

 

Gregory K. Stapley

   

73,415,823

     

10,580,208

     

159,576

     

6,134,132

 

Advisory Approval of Named Executive Officer Compensation

For

 

Against

 

Abstain

 

Broker Non-Votes

83,002,260

 

901,579

 

251,768

 

6,134,132

Auditor Ratification

For

 

Against

 

Abstain

90,018,436

 

65,301

 

206,002


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 4, 2020

 

/s/ William M. Wagner

 

Name:

 

William M. Wagner

 

Title:

 

Chief Financial Officer, Treasurer and Secretary