UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement | |
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Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e)(2)) | |
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Definitive Proxy Statement | |
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Definitive Additional Materials | |
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Soliciting Material Pursuant to §240.14a-2 | |
CARETRUST REIT, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. | |||
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
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| ☐ | Fee paid previously with preliminary materials. | |||
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on May 30, 2018.
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Meeting Information
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| CARETRUST REIT, INC. | Meeting Type: Annual Meeting
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| For holders as of: April 2, 2018 | ||||||||
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Date: May 30, 2018
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Time: 9:00 a.m., PDT
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| Location: The Offices of CareTrust REIT, Inc. | ||||||||
| 905 Calle Amanecer | ||||||||
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Suite 300 San Clemente, California 92673 | ||||||||
| You are receiving this communication because you hold shares in the company named above. | ||||
| BROADRIDGE P.O. BOX 1342 BRENTWOOD, NY 11717 |
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). | |||
| We encourage you to access and review all of the important information contained in the proxy materials before voting.
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See the reverse side of this notice to obtain proxy materials and voting instructions. |
E36130-P02103
— Before You Vote —
How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE: |
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NOTICE AND PROXY STATEMENT 2017 ANNUAL REPORT ON FORM 10-K
How to View Online:
Have the information that is printed in the box marked by the arrow
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box
marked by the arrow
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 16, 2018 to facilitate timely delivery.
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(located on the following page) and visit: www.proxyvote.com.
(located on the following page) in the subject line.— How To Vote —
Please Choose One of the Following Voting Methods
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Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet: To vote now by Internet, go to
www.proxyvote.com. Have the information that is printed in the box marked by the arrow
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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(located on the following page) available and follow the instructions.E36131-P02103
| Voting Items | ||||||
The Board of Directors recommends you vote FOR Proposal 1, FOR the nominee in Proposal 2, and FOR Proposals 3 and 4.
| 1. | Approval of an amendment to the Company’s Articles of Amendment and Restatement to declassify the Company’s Board of Directors. |
| 2. | Election as a director of one nominee to serve until the 2019 annual meeting of stockholders (if Proposal 1 is approved) or until the 2021 annual meeting of stockholders (if Proposal 1 is not approved), and until his successor is duly elected and qualified. |
Nominee:
| 2a. | Allen C. Barbieri |
| 3. | Approval, on an advisory basis, of the compensation of the Company’s named executive officers. |
| 4. | Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. |
NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof.
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E36133-P02103