CareTrust REIT, Inc.
For the period ended Apr 29, 2026. Filed Mar 13, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 29, 2026 · Filed Mar 13, 2026
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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 (Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | 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):
| ☒ | No fee required. |
| ☐ | Fee previously paid with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
24901 DANA POINT HARBOR DR, SUITE A200, DANA POINT, CALIFORNIA 92629
Notice of Annual Meeting
of Stockholders
| Date:Wednesday, April 29, 2026 | Time:8:30 a.m., PDT | Place:Company Offices24901 Dana Point Harbor Dr, Suite A200, Dana Point, California 92629 |
The annual meeting of the stockholders (the “Annual Meeting”) of CareTrust REIT, Inc. (the “Company,” “we,” “our,” or “us”) willbe held at the Company’s offices located at 24901 Dana Point Harbor Dr, Suite A200, Dana Point, California 92629, at 8:30 a.m. PDT, on Wednesday, April 29, 2026, for the following purposes:
| 1 | To elect Ms. Diana M. Laing, Ms. Anne Olson, Mr. Spencer G. Plumb, Mr. David M. Sedgwick, Mr. Gregory K. Stapley and Ms. Careina D. Williams to the Board of Directors to serve until the Company’s 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified. |
| 2 | To approve, on an advisory basis, the compensation of the Company’s named executive officers. |
| 3 | To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. |
| 4 | To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof. |
The accompanying Proxy Statement more fully describes these matters and we urge you to read the information contained in the Proxy Statement carefully. The Board of Directors recommends a vote FOR the election to the Board of Directors of each of the Board of Director’s six director nominees, FOR the compensation of our named executive officers, and FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026.
We are requesting that you register in advance if you plan to attend the Annual Meeting in person so we may ensure we have adequate space for all attendees. Please email us at ir@caretrustreit.com with the number of planned in-person attendees no later than 5:00 p.m. PDT on April 24, 2026 if you plan to attend the Annual Meeting in person.
CareTrust REIT, Inc.
By order of the Board Of Directors,
James B. Callister
Secretary
Dated: March 13, 2026
Dana Point, California
YOUR VOTE IS IMPORTANTWhether or not you expect to attend the Annual Meeting, please submit your proxy as soon as possible.IMPORTANT NOTICEOnly stockholders of record of the Company’s issued and outstanding common stock as of the close of business on MARCH 5, 2026, the record date, will be entitled to notice of and to vote at the annual meeting and any adjournment or postponement thereof.
Table of Contents
| PAGE | |
|---|---|
| Important Notice Regarding Internet Availability Of Proxy Materials | 1 |
| General Information About The Annual Meeting | 2 |
| Proposal 1: Election Of Directors | 6 |
| Corporate Governance | 14 |
| Corporate Social Responsibility And Sustainability | 22 |
| Executive Officers | 24 |
| Compensation Discussion And Analysis | 25 |
| 2025 Named Executive Officers | 25 |
| Executive Summary | 25 |
| 2025 Executive Compensation Highlights | 28 |
| What Guides Our Program | 31 |
| 2025 Executive Compensation Decisions in Detail | 34 |
| Other Compensation Practices, Policies and Guidelines | 41 |
| Policy With Respect To Section 162(m) | 42 |
| Compensation Committee Report | 43 |
| Compensation Committee Interlocks And Insider Participation | 44 |
| Executive Compensation Tables | 45 |
| Summary Compensation Table — 2023 — 2025 | 45 |
| Grants Of Plan-Based Awards In 2025 | 46 |
| Outstanding Equity Awards At 2025 Fiscal Year End | 47 |
| PAGE | |
|---|---|
| Option Exercises And Stock Vested In 2025 | 48 |
| Potential Payments Upon Termination Or Change In Control | 48 |
| Pay Ratio Disclosure | 50 |
| Pay Versus Performance Disclosure | 51 |
| Director Compensation | 56 |
| Equity Compensation Plan Information | 58 |
| Proposal 2: Advisory Approval Of Named Executive Officer Compensation | 59 |
| Independent Registered Public Accounting Firm | 60 |
| Proposal 3: Ratification Of Appointment Of Independent Registered Public Accounting Firm | 61 |
| Audit Committee Report | 62 |
| Security Ownership Of Certain Beneficial Owners And Management | 63 |
| Certain Relationships And Related Party Transactions | 65 |
| Stockholder Proposals And Director Nominations For 2027 Annual Meeting Of Stockholders | 66 |
| Other Matters | 67 |
| Delivery Of Documents To Stockholders Sharing An Address | 67 |
| Available Information | 68 |
| Appendix A — Reconciliation Of Non-GAAP Financial Measures | A-1 |
24901 DANA POINT HARBOR DR, SUITE A200, DANA POINT, CALIFORNIA 92629
Proxy Statement for the Annual Meeting of Stockholders to be
held on April 29, 2026
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 stockholders to be held at the Company’s offices located at 24901 Dana Point Harbor Dr, Suite A200, Dana Point, California 92629, at 8:30 a.m. PDT, on Wednesday, April 29, 2026 (the “Annual Meeting”). On or about March 13, 2026, 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, 2025 (“Annual Report”), will be 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.