CareTrust REIT, Inc. Files Definitive Proxy Statement

Ticker: CTRE · Form: DEF 14A · Filed: Mar 8, 2024 · CIK: 1590717

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, CareTrust REIT, Executive Compensation, Corporate Governance

TL;DR

<b>CareTrust REIT, Inc. has filed its Definitive Proxy Statement for the period ending April 25, 2024.</b>

AI Summary

CareTrust REIT, Inc. (CTRE) filed a Proxy Statement (DEF 14A) with the SEC on March 8, 2024. CareTrust REIT, Inc. filed a Definitive Proxy Statement (DEF 14A) on March 8, 2024. The filing covers the period ending April 25, 2024. The company's fiscal year ends on December 31. CareTrust REIT, Inc. is incorporated in Maryland. The company's principal business address is 905 Calle Amanecer, Suite 300, San Clemente, CA 92673.

Why It Matters

For investors and stakeholders tracking CareTrust REIT, Inc., this filing contains several important signals. This filing is a routine requirement for publicly traded companies to provide shareholders with information before annual meetings, including details on executive compensation and voting matters. Shareholders can review executive compensation, director nominations, and other corporate governance proposals, enabling informed voting decisions.

Risk Assessment

Risk Level: low — CareTrust REIT, Inc. shows low risk based on this filing. The filing is a standard DEF 14A, indicating no immediate or unusual financial or operational distress.

Analyst Insight

Review the executive compensation details and any proposed shareholder resolutions to understand management's incentives and potential changes in corporate strategy.

Key Numbers

Key Players & Entities

FAQ

When did CareTrust REIT, Inc. file this DEF 14A?

CareTrust REIT, Inc. filed this Proxy Statement (DEF 14A) with the SEC on March 8, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by CareTrust REIT, Inc. (CTRE).

Where can I read the original DEF 14A filing from CareTrust REIT, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by CareTrust REIT, Inc..

What are the key takeaways from CareTrust REIT, Inc.'s DEF 14A?

CareTrust REIT, Inc. filed this DEF 14A on March 8, 2024. Key takeaways: CareTrust REIT, Inc. filed a Definitive Proxy Statement (DEF 14A) on March 8, 2024.. The filing covers the period ending April 25, 2024.. The company's fiscal year ends on December 31..

Is CareTrust REIT, Inc. a risky investment based on this filing?

Based on this DEF 14A, CareTrust REIT, Inc. presents a relatively low-risk profile. The filing is a standard DEF 14A, indicating no immediate or unusual financial or operational distress.

What should investors do after reading CareTrust REIT, Inc.'s DEF 14A?

Review the executive compensation details and any proposed shareholder resolutions to understand management's incentives and potential changes in corporate strategy. The overall sentiment from this filing is neutral.

How does CareTrust REIT, Inc. compare to its industry peers?

CareTrust REIT, Inc. operates as a real estate investment trust (REIT) focused on healthcare-related real estate.

Are there regulatory concerns for CareTrust REIT, Inc.?

As a publicly traded company, CareTrust REIT, Inc. is subject to SEC regulations, including the requirement to file proxy statements for shareholder meetings.

Industry Context

CareTrust REIT, Inc. operates as a real estate investment trust (REIT) focused on healthcare-related real estate.

Regulatory Implications

As a publicly traded company, CareTrust REIT, Inc. is subject to SEC regulations, including the requirement to file proxy statements for shareholder meetings.

What Investors Should Do

  1. Analyze the proposals to be voted on at the upcoming shareholder meeting.
  2. Examine the compensation details for named executive officers.
  3. Note any changes in board composition or director nominees.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard disclosure document and does not inherently represent a change from previous filings of the same type.

Filing Stats: 4,809 words · 19 min read · ~16 pages · Grade level 12 · Accepted 2024-03-08 16:10:22

Key Financial Figures

Filing Documents

EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS

EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS 19 OBJECTIVES OF OUR EXECUTIVE COMPENSATION PROGRAM 19 ROLE OF COMPENSATION COMMITTEE 19 ROLE OF COMPENSATION CONSULTANT 20 PEER COMPANIES 20 ROLE OF STOCKHOLDER SAY-ON-PAY VOTES 21 MATERIAL ELEMENTS OF COMPENSATION 22 COMPENSATION GOVERNANCE PRACTICES 31 POLICY WITH RESPECT TO SECTION 162(M) 31 COMPENSATION COMMITTEE REPORT 33 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 33

EXECUTIVE COMPENSATION TABLES

EXECUTIVE COMPENSATION TABLES 34 SUMMARY COMPENSATION TABLE — 2021 — 2023 34 GRANTS OF PLAN-BASED AWARDS IN 2023 35 OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END 36 OPTION EXERCISES AND STOCK VESTED IN 2023 37 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL 37 PAY RATIO DISCLOSURE 39 PAY VERSUS PERFORMANCE DISCLOSURE 40 DIRECTOR COMPENSATION 45 EQUITY COMPENSATION PLAN INFORMATION 47 PROPOSAL 2: ADVISORY APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION 48 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 49 PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 50 AUDIT COMMITTEE REPORT 51

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 52 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 53 STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2025 ANNUAL MEETING OF STOCKHOLDERS 53 OTHER MATTERS 55 DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS 55 AVAILABLE INFORMATION 55 APPENDIX A — RECONCILIATION OF NON-GAAP FINANCIAL MEASURES A-1 Table of Contents CARETRUST REIT, INC. 905 Calle Amanecer, Suite 300 San Clemente, California 92673 Proxy Statement For the Annual Meeting of Stockholders to be Held on April 25, 2024 This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the "Board of Directors" or the "Board") of CareTrust REIT, Inc., a Maryland corporation, for use at the annual meeting of stockholde rs to be held at the Company's offices located at 905 Calle Amanecer, Suite 300, San Clemente, California 92673, at 9:00 a.m. PDT, on Thursday, April 25, 2024 (the "Annual Meeting"). On or about March 8, 2024 , proxy materials for the Annual Meeting, including this Proxy Statement and the Company's Annual Report on Form 10-K for the year ended December 31, 2023 ("Annual Report"), are being made available to stockholders entitled to vote at the Annual Meeting. When used in this Proxy Statement, the terms "we," "us," "our," "CareTrust REIT," or the "Company" refer to CareTrust REIT, Inc. and its subsidiaries unless the context requires otherwise. IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS This Proxy Statement and our Annual Report are available on the Internet at www.proxyvote.com . These materials are also available in the "Investor" section of our website at www.caretrustreit.com . References to our website in this Proxy Statement are provided for convenience only and the content on our website does not constitute part of this Proxy Statement. GENERAL INFORMATION ABOUT THE ANNUAL MEETING Notice of Internet Availability

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