CareTrust REIT, Inc. — Proxy Solicitation & Information Statement 2017

Mar 15, 2017

DEFA14A 1 ctre-defa14a_042617.htm ADDITIONAL MATERIAL

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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

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 computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	1)	Title of each class of securities to which the transaction applies:
	2)	Aggregate number of securities to which the transaction applies:
	3)	Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	4)	Proposed maximum aggregate value of the transaction:
	5)	Total Fee Paid:
☐	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.
	1)	Amount Previously Paid:
	2)	Form, Schedule or Registration Statement No.:
	3)	Filing Party:
	4)	Date Filed:

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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 April 26, 2017.

| CARETRUST REIT, INC. | Meeting
Information | |
| --- | --- | --- |
| | Meeting
Type: | Annual Meeting |
| | For
holders as of: | March 1, 2017 |
| | Date: April
26, 2017 Time: 9:00
a.m., PDT | |
| BROADRIDGE P.O. BOX 1342 BRENTWOOD,
NY 11717 | Location: | The Offices of CareTrust
REIT, Inc. 905 Calle Amanecer Suite 300 San Clemente, California 92673 |
| | You are
receiving this communication because you hold shares in the company named above. 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. | |
| | See
the reverse side of this notice to obtain proxy materials and voting instructions. | |

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How to Access
the Proxy Materials

| Proxy Materials
Available to VIEW or RECEIVE: | | |
| --- | --- | --- |
| NOTICE AND PROXY STATEMENT
2016 ANNUAL REPORT ON FORM 10-K | | |
| How to View Online: | | |
| Have the
information that is printed in the box marked by the arrow (located
on the following page) and visit: www.proxyvote.com . | | |
| 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 (located
on the following page) in the subject line. | | |
| 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 April 12, 2017 to facilitate timely
delivery. | | |

Please Choose
One of the Following Voting Methods

| 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 (located on the following page) available and follow the instructions. |
| 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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| Voting
Items | | |
| --- | --- | --- |
| The Board of Directors of CareTrust REIT, Inc. (the “Company”) recommends you vote FOR ALL the following: | | |
| 1. | Election of
two Class III director nominees to serve until the Company’s 2020 annual meeting of stockholders and
until their respective successors are elected and qualified. | |
| | Nominees: | |
| | 01) | Gregory K. Stapley |
| | 02) | Spencer G. Plumb |
| The Board of Directors
recommends you vote FOR Proposals 2 and 4, and 1 YEAR for Proposal 3: | | |
| 2. | Approval, on an advisory
basis, of the compensation of the Company’s named executive officers. | |
| 3. | Approval, on an advisory
basis, of the frequency of future advisory votes on named executive officer compensation. | |
| 4. | Ratification
of the selection of Ernst & Young LLP as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2017. | |
| 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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