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  x                              Filed by a Party other than the Registrant  ¨

Check the appropriate box:

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):

CARETRUST REIT, INC.

905 Calle Amanecer, Suite 300

San Clemente, California 92673

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 8, 2015MAY 25, 2016

TO THE STOCKHOLDERS OF CARETRUST REIT, INC.:

The annual meeting of the stockholders (the “Annual Meeting”“Annual Meeting”) of CareTrust REIT, Inc. (“CareTrust”(the “Company,” “we,” “our,” or the “Company”“us”) will 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 Monday, June 8, 2015. The Annual Meeting will convene at 9:00 a.m. PDT, to consider and take action onWednesday, May 25, 2016, for the following proposals:purposes:

(1) to elect Mr. Allen C. BarbieriJon D. Kline and Mr. David G. Lindahl to the Board of Directors as a Class I director,II directors, to serve until the Company’s 2019 annual meeting of the Company in 2018 orstockholders and until a successor has been appointedtheir respective successors are elected and qualified;

(2) to ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2015;2016; and

(3) to transact such other business as may properly come before the meeting.Annual Meeting or any postponement or adjournment thereof.

The accompanying Notice of Meeting and Proxy Statement describemore fully describes these matters. Wematters and we urge you to read thisthe information contained in the Proxy Statement carefully. The Board of Directors recommends a vote “FOR”“FOR ALL” with respect to the election of Mr. Barbieri,Kline and Mr. Lindahl as Class II directors and “FOR” the approvalratification of Proposal 2.the selection of Ernst & Young LLP as our independent registered public accounting firm. In addition to the business to be transacted as described above, management will speak about recent developments and respond to questions of general interest to stockholders.

ONLY OWNERSSTOCKHOLDERS OF RECORD OF THE COMPANY’S ISSUED AND OUTSTANDING COMMON STOCK AS OF THE CLOSE OF BUSINESS ON APRIL 15, 2015 (THE “RECORD DATE”)1, 2016, THE RECORD DATE, WILL BE ENTITLED TO NOTICE OF AND TO VOTE AT THE ANNUAL MEETING. EACH SHARE OF COMMON STOCK IS ENTITLED TO ONE VOTE.MEETING AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF.

Your vote is important.important. Whether or not you expect to attend the Annual Meeting, please submit your proxy as soon as possible. In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission, (the “SEC”), we have elected to furnish our proxy materials, including our Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 20142015 (our “Annual Report”“Annual Report”) to stockholders by providing access to the materials on the Internet. Accordingly, we are mailing a Notice of Internet Availability of Proxy Materials (the “Internet“Notice of Internet Availability Notice””) has been mailed to those of our stockholders that did not request to receive paper copies of our proxy materials and Annual Report.

It is important that your shares be represented and voted at the Annual Meeting whether or not you plan to attend the Annual Meeting in person. If you are the registered holder of your shares and are viewing the proxy materials on the Internet, you may grant your proxy electronically via the Internet or by telephone, by following the instructions on the Internet Availability Notice or the instructions listed on the Internet site. If you elected to receive paper copies of our proxy materials and Annual Report, you may grant your proxy electronically via the Internet or by telephone, by following the instructions on the proxy card you received, or by completing and mailing the proxy card. If your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should review the The Notice of Internet Availability of Proxy Materials used by that firm to determinecontains instructions on how to provide your broker or other nominee instructions so your shares are voted at the Annual Meeting by your broker or other nominee. Submitting a proxystockholders can access those documents over the Internet and vote their shares. All stockholders who do not receive a Notice of Internet Availability will receive a printed copy of the proxy materials by telephone or by mailing a proxy card will ensure your shares are represented at the Annual Meeting.mail.

San Clemente, California

Dated: April 28, 201514, 2016

TABLE OF CONTENTS

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CARETRUST REIT, INC.

905 Calle Amanecer, Suite 300

San Clemente, California 92673

Proxy Statement

For the Annual Meeting of Stockholders

to be Held on June 8, 2015

GeneralMay 25, 2016

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board“Board of Directors”Directors” or the “Board”“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 905 Calle Amanecer, Suite 300, San Clemente, California 92673, at 9:00 a.m. PDT, on Monday, June 8,Wednesday, May 25, 2016 (the “Annual Meeting”). On or about April 14, 2016, proxy materials for the Annual Meeting, including this Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “Annual Meeting”(“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,” or the “Company” refer to CareTrust REIT, Inc. and its subsidiaries unless the context requires otherwise.

We intend to mailIMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS

This Proxy Statement and our Annual Report are available on the NoticeInternet atwww.proxyvote.com. These materials are also available on the “Investor” section of Internet Availability of Proxy Materials, or Internet Availability Notice, to our stockholders that havewebsite atwww.caretrustreit.com. The other information on our website does not requested a paper copyconstitute part of this proxy statement and accompanying proxy cardProxy Statement.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

Items of Business to be Voted on or about April 28, 2015.at the Annual Meeting

At the Annual Meeting, the stockholders of the Company will be asked to vote on two proposals. Proposal 1 isproposals:

We will also consider other business that properly comes before the Annual Meeting.

The Board of Directors. Proposal 2 isDirectors recommends you voteFOR ALL with respect to ratifythe election to the Board of each of Mr. Kline and Mr. Lindahl as Class II directors andFOR the ratification of the selection of Ernst & Young LLP (“E&Y”)&Y as the Company’s independent registered public accounting firm for the Company for the year ending December 31, 2015.2016.

Available Voting Methods

Your vote is very important. Whether or not you plan to attend the Annual Meeting in person, you should vote your shares by using one of the methods described in the proxy materials. You may votebelow to ensure your shares at the annual meeting in person or by proxy, by submitting your proxy to the Company via the Internet or telephone as described in the proxy materials or, if you elected to receive printed copieswill be counted.

Stockholder of the proxy materials, by mail. record.If your shares are not registered directly in your name (e.g.with our transfer agent, Broadridge Corporate Issuer Solutions, Inc., you holdare considered the “stockholder of record” with respect to those shares and the proxy materials were made available directly to you by the Company. As a stockholder of record,

you may vote your shares in person at the Annual Meeting, or by submitting a brokerage account or through a bank or other holder of record), you may voteproxy over the Internet by following the instructions detailedprovided in the Notice of Internet Availability. If you received a printed copy of the proxy materials, you can also submit a proxy by mail or telephone pursuant to the instructions provided in the proxy card enclosed with the proxy materials.

Beneficial stockholder.Most of our stockholders hold their shares through a broker, bank or other nominee (that is, in “street name”) rather than directly in their own name. If your shares are held in street name, you are considered the “beneficial stockholder” of such shares and the proxy materials were made available to you by the organization holding your shares. As a beneficial stockholder, you may submit your voting instructions over the Internet by following the instructions provided in the Notice of Internet Availability, or, if you received a printed copy of the proxy materials, you can also submit voting instructions by telephone or mail by following the instructions provided in the voting instruction form sent by your broker, bank or other nominee. If you are a beneficial stockholder, you may not vote your shares in person at the Annual Meeting unless you obtain a “legal proxy” from the broker, bank or other nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting.

If you receive more than one Notice of Internet Availability or set of proxy materials, it probably means your shares are registered differently (for instance, under different names) or are held in more than one account. Please follow the voting instructions on the noticeeach Notice of Internet Availability, proxy card or voting instruction form you receive from your broker or other nominee.receive.

Any stockholder who executes and delivers a proxy has the right to revoke it any time before it is exercised by delivering to the Secretary of the Company an instrument revoking such proxy or by delivery of a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person. Subject to revocation, the proxy holders will vote all shares represented by a properly executed proxy received in time for the Annual Meeting in accordance with the instructions on the proxy. If no instruction is specified with respect to a matter to be acted upon, the shares represented by the proxy will be votedFOR the proposal in accordance with the recommendation of the Board of Directors.

The expenses of preparing, assembling, printing and mailing the Internet Availability Notice, this Proxy Statement and the materials used in the solicitation of proxies will be borne by the Company. Proxies will be solicited through the Internet and the mail and may be solicited by our officers, directors and employees in person or by telephone, email. Our officers, directors and employees will not receive additional compensation for any such solicitation efforts. We do not anticipate paying any compensation to any other party for the solicitation of proxies but may reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to beneficial owners. The Company may retain the services of a proxy solicitation firm if, in the Board’s view, it is deemed necessary or advisable. Although the Company does not currently expect to retain such a firm, it estimates that the fees of any such firm retained by the Company could be up to $50,000 plus out-of-pocket expenses, all of which would be paid by the Company.

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Record Date and Quorum Requirements

Our Board of Directors has fixed April 15, 2015 has been fixed1, 2016 as the record date (the “Record Date”“Record Date”) for the determination of stockholders entitled to notice of and to vote at the Annual Meeting. As of the Record Date, 31,565,22757,921,549 shares of the Company’sour common stock, par value $0.01 per share (the “Common Stock”(“Common Stock”), were issued and outstanding. Each outstanding share of Common Stock will be entitled to one vote, and all shares of Common Stock will vote as a single class with respect to all matters submitted to a vote of the stockholders at the Annual Meeting.

In order to constitute a quorum for the conduct of business at the Annual Meeting, a majority of the issued and outstanding shares of the Common Stockvotes entitled to votebe cast at the Annual Meeting must be represented, eitherpresent in person or represented by proxy at the Annual Meeting. Withheld votes, abstentions and “broker non-votes” will be counted as present and entitled to vote for purposes of determining the existence of a quorum, butquorum.

Deadline for Voting Your Shares

If you are a stockholder of record, your proxy must be received by telephone or the Internet by 11:59 p.m. Eastern Time on May 24, 2016 in order for your shares to be voted at the Annual Meeting. However, if you are a stockholder of record and you received a copy of the proxy materials by mail, you may instead mark, sign and date the proxy card you received and return it in the accompanying prepaid and addressed envelope so that it is received by the Company before the Annual Meeting in order for your shares to be voted at the Annual Meeting. If you hold your shares in street name, please provide your voting instructions by the deadline specified by the broker, bank or other nominee that holds your shares.

Changing Your Vote or Revoking a Previously Submitted Proxy

If you are a stockholder of record, you have the power to change or revoke a previously submitted proxy at any time before it is exercised by: delivering to the Secretary of the Company, before the voting at the Annual Meeting, an instrument revoking such proxy; properly submitting a proxy on a later date via Internet or by telephone or mail; or by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not be counted as votes cast. A broker non-vote occurs whenby itself constitute revocation of a broker has not received voting instructions from the beneficial owner ofproxy. For shares held in street name, andyou may revoke any previous voting instructions by submitting new voting instructions to the broker, does notbank or other nominee holding your

shares by the deadline for voting specified in the voting instructions provided by your broker, bank or other nominee. Alternatively, if your shares are held in street name and you have discretionary authorityobtained a legal proxy from the broker, bank or other nominee giving you the right to vote uninstructed shares on non-routine matters.

Required Vote

The election of Mr. Barbieri requires the affirmative vote of a plurality of the shares of Common Stock present in person or represented by proxy and entitled to vote at the Annual Meeting.Meeting, any previous voting instructions will be revoked, and you may vote by attending the Annual Meeting and voting in person.

How Votes Are Counted at the Annual Meeting

For purposes of Proposal 1 (election of directors), you may vote FOR ALL of the director nominees or FOR ALL EXCEPT one or more of the director nominees or you may WITHHOLD your vote from all of the director nominees. For Proposal 2 (ratification of the ratificationselection of E&Y as our independent registered public accounting firm,firm), you may vote FOR, AGAINST or ABSTAIN. For Proposal 1, shares voted “WITHHOLD” will requirenot be counted in determining the outcome of a director nominee’s election. For Proposal 2, shares voted “ABSTAIN” will not be counted as a vote cast on the proposal and therefore will not be counted in determining the outcome of the proposal. Subject to revocation, the proxy holders will vote all shares represented by a properly submitted proxy received in time for the Annual Meeting in accordance with the instructions on the proxy.

If you hold your shares in street name through a brokerage account and you do not submit voting instructions to your broker, your broker may generally vote your shares in its discretion on routine matters. However, a broker cannot vote shares held in street name on non-routine matters unless the broker receives voting instructions from the stockholder. Proposal 2 (ratification of the selection of E&Y as our independent registered public accounting firm) is considered a routine matter, while Proposal 1 (election of directors) is considered a non-routine matter. Accordingly, if you hold your shares in street name and you do not submit voting instructions to your broker, your broker may exercise its discretion to vote your shares on Proposal 2, but will not be permitted to vote your shares on Proposal 1 at the Annual Meeting. If your broker exercises this discretion, your shares will be counted as present and entitled to vote for determining the presence of a quorum at the Annual Meeting and will be voted on Proposal 2 in the manner directed by your broker, but your shares will constitute “broker non-votes” on Proposal 1 and will not be counted in determining the outcome of the election of the director nominees named in Proposal 1.

If you properly submit a proxy or voting instructions but do not indicate your specific voting instructions on one or more of the items listed above in the Notice of Annual Meeting, your shares will be voted as recommended by the Board of Directors on those items.

Required Vote

Election of Directors (Proposal 1):Our Amended and Restated Bylaws (“Bylaws”) provide for a plurality voting standard for the election of directors. Under this voting standard, the two director nominees receiving the highest number of affirmative votes of the votes cast at the Annual Meeting will be elected as Class II directors to serve until the 2019 annual meeting of stockholders and until their respective successors are duly elected and qualified.

Other Items (Proposal 2):Pursuant to our Bylaws, approval of each of the other items to be submitted for a vote of the stockholders at the Annual Meeting requires the affirmative vote of a majority of all of the outstanding sharesvotes cast on the proposal at the Annual Meeting.

Notwithstanding this vote standard required by our Bylaws, Proposal 2 (ratification of Common Stock presentthe selection of E&Y as our independent registered public accounting firm) is advisory only and is not binding on us. Our Board of Directors will consider the outcome of the vote on this item in considering what action, if any, should be taken in response to the vote by stockholders.

Solicitation of Proxies

The expenses of preparing, assembling, printing and mailing the Notice of Internet Availability, this Proxy Statement and the materials used in the solicitation of proxies will be borne by the Company. Proxies will be

solicited through the Internet and the mail and may be solicited by our officers, directors and employees in person or represented by proxytelephone or email. Our officers, directors and entitled to vote at the Annual Meeting. Abstentions and broker non-votes will have no effect on the election of Mr. Barbieri as a director, so long as a plurality of shareholders vote in favor of his election. In determining whether Proposal 2 has received the requisite number of affirmative votes, abstentions will be counted as shares entitled to vote and will have the same effect as votes against the proposal. Broker non-votes, however, will be treated as not entitled to vote for purposes of determining approval of Proposal 2 andemployees will not be counted as votesreceive additional compensation for or against Proposal 2. Unless instructedany such solicitation efforts. We do not anticipate paying any compensation to any other party for the contrary,solicitation of proxies but may reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to beneficial owners. We may retain the shares represented by proxies will be voted FOR the electionservices of Mr. Barbieri. Properly executed, unrevoked proxies will be votedFOR Proposal 2 unless a vote against or abstention with respect to such proposal is specifically indicatedproxy solicitation firm if, in the proxy.

Additional Information RegardingBoard’s view, it is deemed necessary or advisable. Although we do not currently expect to retain such a firm, we estimate that the Internet Availabilityfees of Our Proxy Materials

We are pleasedany such firm retained by us could be up to take advantage$50,000 plus out-of-pocket expenses, all of SEC rules that allow companies to furnish their proxy materials over the Internet. Accordingly, we have sent or will send an Internet Availability Notice regarding the availability of our proxy materials and our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (our “Annual Report”), including instructions on how to access such materials electronically and how to request paper copies thereof, to our stockholders that did not request paper copies of such materials. In addition, stockholders may elect to receive our proxy materials on an ongoing basis in printed form or electronicallywhich would be paid by going to www.proxyvote.com and following the instructions. A stockholder’s election to receive proxy materials in printed form or electronically will remain in effect until the stockholder terminates it.

Please note that you cannot vote your shares by filling out and returning the Internet Availability Notice. The Internet Availability Notice does, however, include instructions on how to vote your shares.

If your shares are registered directly in your name with our transfer agent, you are considered, with respect to those shares, the “stockholder of record.” In that case, either the Internet Availability Notice or printed copies of our proxy materials, including the Notice of Annual Meeting, this proxy statement and our Annual Report, have been sent directly to you.

If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in street name. In such case, either a notice similar to the Internet Availabilityus.

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Notice or printed copies of our proxy materials, including the Notice of Annual Meeting, this proxy statement and our Annual Report, should have been provided (or otherwise made available) to you by the broker, bank or other holder of record who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct the holder of record on how to vote your shares by following the instructions they provide for voting.

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PROPOSAL 1: ELECTION OF DIRECTORDIRECTORS

General

Our Board of Directors is currently comprised of five directors. Our charter, as amended and restated (“Charter”), provides for a classified Board of Directors consisting of three classes of directors, each as nearly equal in number as possible as determined by our Board of Directors, with each class of directors serving staggered three-year terms. As a result, a portion of our Board of Directors will be elected each year. Mr. Christopher R. Christensen served as a Class I director until his resignation on April 15, 2015. Messrs. David G.Kline and Lindahl and Jon D. Kline have been designated Class II directors and their current term expires at the annual meeting of the stockholders to be held following the 2015 fiscal year.Annual Meeting. Messrs. Gregory K. Stapley and Gary B. Sabin have been designated Class III directors and their current term expires at theour 2017 annual meeting of the stockholders to be held following the 2016 fiscal year.stockholders. Mr. Barbieri has been designated a Class I director and his current term expires at our 2018 annual meeting of stockholders.

On the recommendation of the Nominatingnominating and Corporate Governance Committeecorporate governance committee of our Board of Directors, our Board of Directors includingselected Mr. Jon D. Kline and Mr. David G. Lindahl as its independent directors, selected and approved Mr. Allen C. Barbieri as nomineenominees for election as a Class I directorto our Board at the Annual Meeting as Class II directors to serve for a term of three years until the 2019 annual meeting of the stockholders to be held following the 2017 fiscal year orand until his successor istheir respective successors are duly elected and qualified or until his earlier resignation or removal.

Mr. Barbieri has agreedKline and Mr. Lindahl have each consented to being named in the Proxy Statement and to serve as a director if elected. Management hasWe have no reason to believe that either Mr. BarbieriKline or Mr. Lindahl will be unavailableunable or unwilling for good cause to serve.serve if elected. In the event Mr. BarbieriKline or Mr. Lindahl is unable to servefor any reason or declinesunwilling for good cause to serve at the time of the Annual Meeting, the persons named in the enclosed proxy may exercise discretionary authority to vote uponfor a substitute nominee selected by our Board of Directors. Unless otherwise instructed,Directors or our Board of Directors may reduce the proxy holders will votenumber of directors on the proxies received by them FOR the nominee. Only one nominee may be voted upon for election as a director at the Annual Meeting.Board.

Directors and NomineeDirector Nominees

The following table andSet forth below is biographical information sets forth certain information about Mr. BarbieriKline and Mr. Lindahl, as well as theour continuing directors. Such information is current as of April 15, 2015.14, 2016. The information presented below for each director includes the specific experience, qualifications, attributes and skills that led us to the conclusion that such director should be nominated to serve on our Board of Directors in light of our business.

NomineeNominees for Election to the Board of Directors (Class I Director)II Directors)

Allen C. BarbieriJon D. Kline currently serveshas served as a member of our Board of Directors since his appointment to the ChairmanBoard in 2014. Mr. Kline is the Founder and Chief Executive Officer of Biosynthetic Technologies,Clearview Hotel Capital, LLC, a privately-held hotel investment and has servedadvisory company focused on acquiring and asset-managing hotels in this role since December 2009. Prior to this,urban and unique locations. Mr. Barbieri served on the Board of Directors and as Chief Executive Officer of Lancer Orthodontics, Inc. from April 2004 to June 2008. From 1999 to April 2004, Mr. Barbieri was semi-retired while serving as a director on several boards of directors of private companies. Mr. Barbieri has been a Director of Biomerica, Inc. since 1999. From 1998 to 1999, Mr. BarbieriKline founded Clearview Hotel Capital in 2007. He previously served as President and Chief Financial Officer of BUY.COM, a large internet retailer financed with over $200 million in venture capital. From 1994 to 1998, Mr. Barbieri served as the President and Chief Executive Officer of Pacific National Bank, a commercial bank that was sold to US Bank in 1998. While at Pacific National Bank, Mr. Barbieri served as the Chief Executive Officer of Alta Residential Mortgage Trust, a mortgage REIT, whose largest shareholder and cofounder was Lehman Brothers.Sunstone Hotel Investors, Inc. (NYSE: SHO). Prior to that,Sunstone, Mr. Barbieri

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served as President of Capital Bancorp, a commercial bank holding company, Chief Financial Officer of First Federal Bank,Kline oversaw the U.S. hospitality and as an Investment Banking Associate ofleisure investment banking practice at Merrill Lynch Capital Markets in New York.& Co., with responsibility for lodging, gaming, restaurants and other leisure industries. Prior to Merrill Lynch, Mr. BarbieriKline was a real estate investment banker at Smith Barney, focused on lodging and other real estate asset classes. Prior to Smith Barney, Mr. Kline was an attorney with Sullivan & Cromwell LLP. Mr. Kline holds a Bachelor’s DegreeB.A. in Business ManagementEconomics from Brigham YoungEmory University and an MBAa J.D. from the Massachusetts Institute of Technology, SloanNew York University School of Management. We believeLaw. Mr. Barbieri’s leadership experience, his extensive management experience, financial markets experience, general financial knowledge and hisKline’s executive leadership experience in a publicly-

traded REIT, his professional and educational background, his network of relationships with real estate professionals and his extensive background and experience in public markets and in real estate and finance transactions qualify him to serve on our Board of Directors.

Class II Directorsthe Board.

David G. Lindahl has served as a member of our Board of Directors since his appointment to the Board in 2014. Mr. Lindahl is a partner and Managing Director of HPSI, Inc. (“HPSI”HPSI”), a nationwide Group Purchasing Organization with operations serving over 10,000 hospitals, post-acute care providers, educational, hospitality and institutional clients, which collectively purchase over $1 billion of goods and services through HPSI each year. He has been affiliated with HPSI in various capacities since 1981. During a portion of that time, he also served as President of HPSI affiliate The Home Place, an operating pediatric sub-acute facility. Mr. Lindahl’s executive leadership experience in the healthcare industry, his entrepreneurship and creativity, and his network of relationships with healthcare operators and their trade associations across the United States, particularly the many smaller hospital systems and post-acute providers which constitute much of our target client base, qualify him to serve on the Board.

Jon D. Kline has served as a member of our Board of Directors since his appointment to the Board in 2014. Mr. Kline is the Founder and President of Clearview Hotel Capital, LLC, a privately-held hotel investment and advisory company focused on acquiring and asset-managing hotels in urban and unique locations. Mr. Kline has been with Clearview Hotel Capital since 2007. He previously served as President and Chief Financial Officer of Sunstone Hotel Investors, Inc. (NYSE:SHO). Prior to Sunstone, Mr. Kline oversaw the U.S. hospitality and leisure investment banking practice at Merrill Lynch & Co., with responsibility for lodging, gaming, restaurants and other leisure industries. Prior to Merrill Lynch, Mr. Kline was a real estate investment banker at Smith Barney, focused on lodging and other real estate asset classes. Prior to Smith Barney, Mr. Kline was an attorney with Sullivan & Cromwell LLP. Mr. Kline has been a member of the board of directors of the Juvenile Diabetes Research Foundation, Orange County Chapter, the United Way, Orange County, Heritage Pointe, and the Urban Land Institute and its Hotel Development Council. Mr. Kline holds a B.A. in Economics from Emory University and a J.D. from New York University School of Law. Mr. Kline’s executive leadership experience in a publicly-traded REIT, his professional and educational background, his network of relationships with real estate professionals and his extensive background and experience in public markets and in real estate and finance transactions qualify him to serve on the Board.

Class III Directors

Gregory K. Stapley has served as a member of our Board of Directors since his the formation of CareTrust in 2013. Mr. Stapley is our Chairman, President and Chief Executive Officer. He has served as President and Chief Executive Officer since our inception in 2013 and was elected Chairman following the Spin-Off (as defined below). Prior to joining CareTrust, he served as Executive Vice President and Secretary of The Ensign Group, Inc. (“Ensign”), the company from which CareTrust was spun off in 2014, where he was instrumental in assembling the real estate portfolio that was transferred to CareTrust in the Spin-Off. A co-founder of Ensign, he also served as Ensign’s Vice President, General Counsel and Assistant Secretary beginning shortly after Ensign’s founding in 1999. Mr. Stapley previously served as General Counsel for the Sedgwick Companies, an Orange County-based manufacturer, wholesaler and retailer with 192 retail outlets across the United States. Prior to that, Mr. Stapley was a member of the Phoenix law firm of Jennings, Strouss & Salmon PLC, where his practice emphasized real estate and business transactions and government relations. Having served as Executive Vice President of Ensign since 2009 and as Vice President and General Counsel of Ensign from 1999 to 2009, Mr. Stapley brings to the Board extensive management experience, critical knowledge of our properties, substantial industry contacts and knowledge and understanding of the healthcare business in general.

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Gary B. Sabin has served as a member of our Board of Directors since his appointment to the Board in 2014. Mr. Sabin is Chairman and Chief Executive Officer of Excel Realty Holdings, LLC, a real estate investment company focused on the acquisition, development and management of commercial properties in the U.S. and Asia, and has served in this position since 2003. His involvement in the real estate industry started with the founding of his real estate company in 1977. Since then, he has been actively involved in billions of dollars of real estate projects worldwide having operated give public real estate companies. Mr. Sabin is the former Chairman and Chief Executive Officer of Excel Trust, Inc. (NYSE:EXL), a retail-focused real estate investment trust that primarily targets value-oriented community and power centers, grocery-anchored neighborhood centers and freestanding retail properties. He previously served as Chairman, Chief Executive Officer and President of Excel Realty Holdings, as Co-Chairman and Chief Executive Officer of Price Legacy Corporation, as Chairman President and Chief Executive Officer of Excel Legacy Corporation, as a Director and President of New Plan Excel Realty Trust and as Chairman President and Chief Executive Officer of Excel Realty Trust. In addition, Mr. Sabin has served as Chief Executive Officer of various companies since his founding of Excel Realty Trust Inc.’s predecessor company and its affiliates beginning in 1978. He has been active for over 30 years in diverse aspects of the real estate industry, including the evaluation and negotiation of real estate acquisitions, management, financing, development and dispositions. Mr. Sabin also currently serves as director of Extra Space Storage Inc. (NYSE: EXR) and Chairman of The Sabin Children’s Foundation and Vice Chairman of the Cystic Fibrosis Foundation. Mr. Sabin received a Master’s Degree in Management from Stanford University as a Sloan Fellow, and a Bachelor of Science in Finance from Brigham Young University. Mr. Sabin’s executive leadership experience in public real estate investment trusts and other real estate companies, his entrepreneurship and creativity, his network of relationships with real estate professionals across the United States and his experience in finance qualify to him to serve on the Board.

Affirmative Determinations Regarding

Class I Director

Allen C. Barbierihas served as a member of our Board of Directors since his appointment to the Board in June 2015. Mr. Barbieri currently serves as the Chairman and NomineeChief Executive Officer of Biosynthetic Technologies, LLC, and has served in this role since December 2009. Prior to this, Mr. Barbieri served on the Board of Directors and as Chief Executive Officer of Lancer Orthodontics, Inc. from April 2004 to June 2008. From 1999 to April 2004, Mr. Barbieri was semi-retired while serving as a director on several boards of directors of private companies. Mr. Barbieri has been a director of Biomerica, Inc. since 1999. From 1998 to 1999, Mr. Barbieri served as President and Chief Financial Officer of BUY.COM, a large internet retailer financed with over $200 million in venture capital. From 1994 to 1998, Mr. Barbieri served as the President and Chief Executive Officer of Pacific National Bank, a commercial bank that was sold to US Bank in 1998. While at Pacific National Bank, Mr. Barbieri served as the Chief Executive Officer of Alta Residential Mortgage Trust, a mortgage REIT, whose largest stockholder and cofounder was Lehman Brothers. Prior to that, Mr. Barbieri served as President of Capital Bancorp, a commercial bank holding company, Chief Financial Officer of First Federal Bank, and as an Investment Banking Associate of Merrill Lynch Capital Markets in New York. Mr. Barbieri holds a Bachelor’s Degree in Business Management from Brigham Young University and an MBA from the Massachusetts Institute of Technology, Sloan School of Management. Mr. Barbieri’s leadership experience, his extensive management experience, financial markets experience, general financial knowledge and his executive leadership experience in a REIT qualify him to serve on our Board of Directors.

Recommendation of the Board of Directors

Our Board of Directors unanimously recommends that the stockholders voteFOR ALLof the director nominees listed above. Unless otherwise instructed, the proxy holders will vote the proxies received by themFOR ALLthe director nominees.

CORPORATE GOVERNANCE

Director Independence

Our Board of Directors has affirmatively determined that eachnone of the following individuals satisfies the requirements to serve as an “independent director” as such term is defined in Rule 5605(a)(2) of the NASDAQ Stock Market Rules: Messrs. David G. Lindahl, Gary B. Sabin, Jon D. Kline andor Allen C. Barbieri.Barbieri has a relationship that, in the opinion of the Board of Directors, would interfere with the director’s exercise of independent judgment in carrying out his responsibilities as a director and that each such director is an independent director under the applicable rules of The NASDAQ Stock Market LLC (“NASDAQ”). In this Proxy Statement, the aforementioned directors are referred to individually as an “Independent Director” and collectively as the “Independent Directors.” The Independent Directors intend to meet in executive sessions at which only Independent Directors will be present in conjunction with each regularly scheduled meeting of theMr. Stapley does not qualify as an independent director because he is employed as our President and Chief Executive Officer. In addition, our Board of Directors.Directors previously determined that Mr. Christopher R. Christensen was not an independent director during his service on our Board of Directors until April 15, 2015 as result of his position as President and Chief Executive Officer of Ensign.

Board Leadership Structure

The Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board, as the Board believes it is in the best interests of the Company to make that determination based upon the position and direction of the Company and the membership of the Board. The Board has determined that having the Company’s current Chief Executive Officer serve as Chairman makes the best use of the Chief Executive Officer’s extensive knowledge of the Company and its industry, as well as fostering greater communication between the Company’s management and the Board.

Meetings and CommitteesTo promote the independence of the Board and appropriate oversight of Directors

Duringmanagement and to facilitate free and open communication among the year ended December 31, 2014,Independent Directors, the Board has appointed Mr. Sabin as our Board of Directors met five times. Each memberlead independent director. The lead independent director’s duties and responsibilities include, but are not limited to, the following: preside at all meetings of the Board attended at least 75 percentwhich the Chairman is not present, including executive sessions of the independent directors; have authority to call meetings of our Boardthe independent directors; and, the meetings of any of our Board committees on which they served. Our Board of Directorswhere necessary, be available for consultation and its committees also acted by way of unanimous written consent during the year ended December 31, 2014.

Although we do not have a formal policy regarding attendance by members of our Board of Directors at our Annual Meeting of Stockholders, we encourage our directors to attend. We anticipate that at least a majority of our Board of Directors will attend the Annual Meeting.

Our Board of Directors has an audit committee, a compensation committee and a nominating and corporate governance committee. Each such committee has a written charter, a copy of which is posted on our web site atwww.caretrustreit.com under the Investors—Corporate Governance section. The compensation committee, the audit committee and the Board of Directors may meet, at times, without management present.

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Compensation Committee. Our compensation committee currently consists of Messrs. David G. Lindahl, Gary B. Sabin and Jon D. Kline. David G. Lindahl serves as chairman of the compensation committee. All members of the compensation committee meet the independence requirements set forth by the NASDAQ Stock Market listing standards and the compensation committee charter. Each member of the compensation committee is a “non-employee director” (within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and an “outside director” (within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended). Our compensation committee held three meetings in 2014. The primary functions of this committee include, among other things, to:

Audit Committee. Our audit committee currently consists of Messrs. David G. Lindahl, Gary B. Sabin and Jon D. Kline. Jon D. Kline serves as chairman of the audit committee. All members of the audit committee meet the independence requirements set forth by the SEC, the NASDAQ Stock Market listing standards and the audit committee charter. Our audit committee held three meetings in 2014. Each member of our audit committee is financially literate in accordance with the NASDAQ listing requirements. Our Board of Directors has determined that each of Jon D. Kline and Gary B. Sabin qualifies as an “audit committee financial expert” as that term is defined in the rules and regulations established by the SEC. This designation is a disclosure requirement of the SEC related to Jon D. Kline’s and Gary B. Sabin’s experience and understanding with respect to certain accounting and auditing matters. The designation does not impose on Jon D. Kline or Gary B. Sabin any duties, obligations or liability that are greater than those generally imposed as a member of our audit committee and our Board of Directors, and such designation as an audit committee financial expert pursuant to this SEC requirement does not affect the duties, obligations or liability of any other member of our audit committee or Board of Directors. The primary functions of this committee include, among other things, to:

stockholders.

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Representatives of our independent registered public accounting firm and our internal financial personnel regularly meet privately with and have unrestricted access to the audit committee.

Nominating and Corporate Governance Committee. Our nominating and corporate governance committee currently consists of Messrs. David G. Lindahl, Gary B. Sabin and Jon D. Kline. Gary B. Sabin serves as the chairman of the nominating and corporate governance committee. Each member of the nominating and corporate governance committee meets the independence requirements set forth in the NASDAQ listing requirements and the nominating and corporate governance committee charter. Our nominating and corporate governance committee held one meeting in 2014. The primary responsibilities of the nominating and corporate governance committee are to, among other things:

Board Role in Risk Oversight

Our Board of Directors is responsible for overseeing the Company’s management of risk. The Board strives to effectively oversee the Company’s enterprise-wide risk management in a way that balances managing risks while enhancing the long-term value of the Company for the benefit of the stockholders. The Board of Directors understands that its focus on effective risk oversight is critical to setting the Company’s tone and culture towards effective risk management. To administer its oversight function, the Board seeks to understand the Company’s risk philosophy by having discussions with management to establish a mutual understanding of the Company’s overall appetite for risk. Our Board of Directors maintains an active dialogue with management about existing risk management processes and how management identifies, assesses and manages the Company’s most significant risk exposures. Our Board expects frequent updates from management about the Company’s most significant risks so as to enable it to evaluate whether management is responding appropriately.

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Our Board relies on each of its committees to help oversee the risk management responsibilities relating to the functions performed by such committees. Our audit committee periodically discusses with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies. Our compensation committee helps the Board to identify the Company’s exposure to any risks potentially created by our compensation programs and practices. Our nominating and corporate governance committee oversees risks relating to the Company’s corporate compliance programs and assists the Board and management in promoting an organizational culture that encourages commitment to ethical conduct and a commitment to compliance with the law. Each of these committees is required to make regular reports of its actions and any recommendations to the Board, including recommendations to assist the Board with its overall risk oversight function.

Our Board of Directors believes that the processes it has established to administer the Board’s risk oversight function would be effective under a variety of leadership frameworks and therefore do not have a material effect on our leadership structure described under “—Board Leadership Structure” above.

Meetings and Attendance

During the year ended December 31, 2015, our Board of Directors met seven times. Each member of the Board attended at least 75 percent of the aggregate of all meetings of our Board and meetings of any of our Board committees on which he served during the period that he served in fiscal 2015. In addition, the Independent Directors meet in executive sessions at which only Independent Directors are present in conjunction with each regularly scheduled meeting of the Board of Directors.

Although we do not have a formal policy regarding attendance by members of our Board of Directors at our annual meeting of stockholders, we encourage our directors to attend. All incumbent directors attended the 2015 annual meeting of stockholders.

Committees of the Board of Directors

Our Board of Directors has an audit committee, a compensation committee and a nominating and corporate governance committee. Each such committee has a written charter, a copy of which is posted on our web site atwww.caretrustreit.com under the Investors—Corporate Governance section. The Board of Directors and each of its committees may meet, at times, without management present.

Compensation Committee. Our compensation committee currently consists of Messrs. Barbieri, Kline and Lindahl. Mr. Lindahl serves as chairman of the compensation committee. All members of the compensation committee meet the independence requirements set forth by the NASDAQ listing standards. Each member of the compensation committee is a “non-employee director” (within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and an “outside director” (within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended). Our compensation committee held three meetings in 2015. The primary functions of this committee include, among other things, to:

The compensation committee may delegate any or all of its responsibilities to a subcommittee consisting of at least two members to the extent consistent with the Company’s Charter and Bylaws, applicable law and the rules and regulations of NASDAQ. The compensation committee has no current intention to delegate any of its other responsibilities to a subcommittee. The compensation committee may confer with the Board in determining

the compensation for the Chief Executive Officer. In determining compensation for executive officers other than the Chief Executive Officer, the compensation committee considers, among other things, the recommendations of the Chief Executive Officer.

Pursuant to its charter, the compensation committee is authorized to retain or obtain the advice of compensation consultants, outside counsel, experts or other advisors to advise the compensation committee with respect to amounts or forms of executive and director compensation or in carrying out its other responsibilities. In fiscal 2015, the compensation committee retained Christensen Advisors as its compensation consultant to evaluate the existing executive and non-employee director compensation programs and make recommendations for how to structure our compensation plans to provide a competitive compensation opportunity that will align the interests of employees, the Company and our stockholders. The compensation committee is directly responsible for the appointment, compensation and oversight of Christensen Advisor’s work, and does not believe Christensen Advisor’s work has raised any conflict of interest.

Audit Committee. Our audit committee currently consists of Messrs. Barbieri, Kline and Sabin. Mr. Kline serves as chairman of the audit committee. All members of the audit committee meet the independence requirements set forth by the SEC and the NASDAQ listing standards. Our audit committee held four meetings in 2015. Each member of our audit committee is financially literate in accordance with the NASDAQ listing standards. Our Board of Directors has determined that each of Messrs. Kline and Sabin qualifies as an “audit committee financial expert” as that term is defined in the rules and regulations established by the SEC. This designation is a disclosure requirement of the SEC related to the experience and understanding of each of Messrs. Kline and Sabin with respect to certain accounting and auditing matters. The designation does not impose on Messrs. Kline or Sabin any duties, obligations or liability that are greater than those generally imposed as a member of our audit committee and our Board of Directors, and such designation as an audit committee financial expert pursuant to this SEC requirement does not affect the duties, obligations or liability of any other member of our audit committee or Board of Directors. The primary functions of this committee include, among other things, to:

Representatives of our independent registered public accounting firm and our internal financial personnel regularly meet privately with and have unrestricted access to the audit committee.

Nominating and Corporate Governance Committee. Our nominating and corporate governance committee currently consists of Messrs. Barbieri, Kline, Lindahl and Sabin. Mr. Sabin serves as the chairman of the nominating and corporate governance committee. Our nominating and corporate governance committee held two meetings in 2015. The primary responsibilities of the nominating and corporate governance committee are to, among other things:

The Company’s Director Nomination Process

As indicated above, our nominating and corporate governance committee oversees the director nomination process. This committee is responsible for assisting the Board of Directors in establishing minimum qualifications for director nominees, including the qualities and skills that members of our Board of Directors are expected to possess. Under our nominating and corporate governance committee charter, which is available at our website atwww.caretrustreit.com, these criteria include the candidate’s knowledge, experience, skills, expertise and diversity. Our nominating and corporate governance committee identifies and evaluates individuals qualified to become members of our Board of Directors. Our nominating and corporate governance committee then recommends that our Board of Directors select the director nominees for the election at the next annual meeting of stockholders, or to fill vacancies on our Board of Directors occurring between annual meetings of our stockholders.

Although we do not have a formal diversity policy, we believe it is important to have an appropriate mix of diversity for the optimal functionality of the Board of Directors. Our nominating and corporate governance committee charter requires that the governance committee consider each candidate’s qualities and skills and our nominating and corporate governance committee considers each candidate’s background, diversity, ability, judgment, skills and experience in the context of the needs and current make upmake-up of the Board of Directors when evaluating director nominees. The Board of Directors believes it is important for each member of the Board of Directors to possess skills and knowledge in the areas of leadership of large, complex organizations, finance, strategic planning, legal, government relations and relevant industries, especially the healthcare and real estate industry.industries. These considerations help the Board of Directors as a whole to have the appropriate mix of skills and experiences for the optimal functioning of the Board of Directors in its oversight of our Company. As part of its periodic self-assessment process, the nominating and corporate governance committee annually reviews and evaluates its performance, including overall composition of the Board of Directors and the criteria that it uses for selecting nominees in light of the specific skills and characteristics necessary for the optimal functioning of the Board of Directors in its oversight of our Company.

The nominating and corporate governance committee will consider nomineescandidates for election or appointment to the Board recommended by stockholders who meet the eligibility requirements for submitting stockholder proposals for inclusion in the Company’s next proxy statement.stockholders. If an eligiblea stockholder wishes to recommend a nominee,director candidate, he or she should submit such recommendation in writing to the Chair, Nominating and Corporate Governance Committee,

care of the Secretary of the Company, together with information about the stockholder and the candidate otherwise required for director nominations by the deadline fora stockholder proposals set forth in the Company’s last proxy statement, specifying the information set forth in thepursuant to Section 11 of Article II of our Bylaws, a copy of which will be made available upon request. The nominating and corporate governance committee charter.may request additional information concerning the director candidate as it deems reasonably required to determine the eligibility and qualification of the director candidate to serve as a member of the Board of Directors. Stockholders recommending candidates for consideration by our Board of Directors in connection with the next annual meeting of stockholders should submit their written recommendation no later than January 1 of the year of that meeting. All such recommendations will be brought to the attention of the nominating and corporate governance committee, and the nominating and corporate governance committee shall evaluate such director nominees in accordance with the same criteria applicable to the evaluation of all director nominees.

General Nomination Right of All Stockholders. Any stockholder may who wish to nominate one or more personsa person for election as a director atin connection with an annual meeting of stockholders if(as opposed to making a recommendation to the stockholder complies with the notice, informationnominating and consent provisions contained in our Amended and Restated Bylaws (our “bylaws”). In order for

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a stockholder’s director nomination to be timely, the stockholdercorporate governance committee as described above) must deliver written notice to our Secretary not earlier thanin the 150th day, nor later than 5:00 p.m. Eastern Time on the 120th day, prior to the first anniversary ofthe date of the proxy statement (as definedmanner described in Section 11(c)(3)11 of Article II of our Bylaws and within the bylaws) fortime periods set forth at the preceding year’s annual meeting; provided, however, that in connection with the Company’s first annual meeting or in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, in order for notice by the stockholder to be timely, such notice must be so delivered no earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of such annual meeting, as originally convened, or the 10th day following the day on which public announcement of the date of such meeting is first made. The public announcement of a postponement or adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice as described above. The dateend of this proxy statement is April 28, 2015, thereforeProxy Statement under the 120th day prior to the first anniversarysection “Stockholder Proposals and Director Nominations for 2017 Annual Meeting of the date of this proxy statement will be December 30, 2015.Stockholders.”

Director Compensation

The information contained in “Executive Compensation—Director Compensation” is incorporated herein by reference.

Communications with Directors

Stockholders who would like to send communications to our Board may do so by submitting such communications to our Secretary at CareTrust REIT, Inc., 905 Calle Amanecer, Suite 300, San Clemente, California 92673. Stockholders may also communicate with our Board of Directors as a group using the form available on our website atwww.caretrustreit.com under “Contact the Board” in the Investors—Corporate Governance section. We suggest, but do not require, that such submissions include the name and contact information of the stockholder making the submission and a description of the matter that is the subject of the communication. Our Secretary will then distribute such informationCommunications are distributed to the Board, or to any individual directors as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, our Board of Directors for review.requests that certain items which are unrelated to the duties and responsibilities of the Board be excluded. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded, with the provision that any communication that is filtered out must be made available to any non-management director upon request.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all employees, including employees of our subsidiaries, as well as each member of our Board of Directors. The code of business conduct and ethics is available at our website atwww.caretrustreit.com under the Investors—Corporate Governance section.

We intend to satisfy any disclosure requirement under Item 5.05applicable rules of Form 8-Kthe SEC or NASDAQ regarding an amendment to, or waiver from, a provision of this code of business conduct and ethics by posting such information on our website, at the address specified above.

Recommendation of the Board of Directors

Our Board of Directors unanimously recommends that the stockholders vote FOR the election of the nominee listed above.

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PROPOSAL 2: APPROVALRATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We are asking the stockholders to ratify theour audit committee’s selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2015. The affirmative vote of a majority of the common stock having voting power present in person or represented by proxy and entitled to vote will be required to ratify the selection of E&Y.

Stockholders2016. We are not required to ratifysubmit the appointment of E&Y as our independent registered public accounting firm.firm for stockholder approval. However, we are submitting the appointment for ratification as a matter of good corporate practice. If stockholders fail to ratify the appointment, the audit committee will consider whether or not to retain E&Y. Even if the appointment is ratified, the audit committee may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

RepresentativesA representative of E&Y will be present at the Annual Meeting, will have the opportunity to make a statement if they desirehe or she desires to do so, and will be available to respond to appropriate questions.

Changes in Independent Registered Public Accounting Firm

E&Y was theour independent registered public accounting firm for the Company for fiscal year 2015 and we first engaged E&Y as our independent registered public accounting firm on June 20, 2014.

Deloitte & Touche LLP (“Deloitte”Deloitte”) was the independent registered public accounting firm of Ensign Properties, the predecessor of the Company, for fiscal years 2013 and 2012.our predecessor. “Ensign Properties” refers to the carve-out business of (i) the entities that own the skilled nursing, assisted living and independent living facilities that the Company owns following its Spin-Off (as defined below) from Ensign and (ii) the operations of the three independent living facilities that the Company operates following the Spin-Off. As previously disclosed, onOn June 20, 2014, the Audit Committeeour audit committee approved the dismissal of Deloitte as our prior independent registered public accounting firm. Deloitte’s engagement as our independent registered public accounting firm with respect to the audit of our combined financial statements as of and for the year ended December 31, 2013 ended effective immediately upon the Company’s filing of its Form 8-K with the SEC on June 26, 2014.

The audit reports of Deloitte on our combinedthe financial statements of the Company and Ensign Properties as of and for the fiscal years ended December 31, 2013 and 2012 did not contain anyan adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

During the two fiscal years ended December 31, 2013 and 2012, and during the subsequent interim period from January 1, 2014 through June 20, 2014, the date of Deloitte’s dismissal, (1) there were no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that, if not resolved to Deloitte’s satisfaction, would have caused Deloitte to make reference to the subject matter of the disagreements in connection with its reports on the financial statements of the Company or Ensign Properties for such periods and (2) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.

During the fiscal years ended December 31, 2013 and 2012, and during the subsequent interim period from January 1, 2014 through June 20, 2014, neither we nor anyone on our behalf consulted with E&Y regarding either (1) the application of accounting principles to a specified transaction, whether completed or proposed, or the type of audit opinion that might be rendered on the financial statements of the Company or Ensign Properties, and no written report or oral advice was provided to us that E&Y concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue or (2) any matter that was the subject of a disagreement or reportable event as defined in Regulation S-K, Item 304(a)(1)(iv) and Item 304(a)(1)(v), respectively.

In accordance with Item 304(a)(3) of Regulation S-K, we previously provided Deloitte with a copy of the above disclosures and requested that Deloitte furnish us with a letter addressed to the SEC stating whether or not it agreesagreed with the statements made above. A copy of such letter is filed as Exhibit 16.1 to our Current Report on Form 8-K filed with the SEC on June 26, 2014.

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Principal Accountant Fees and Services

The following table presents fees for professional services rendered by E&Y and Deloitte for the years ended December 31, 20142015 and 2013,December 31, 2014, respectively:

Pre-Approval Policies

The audit committee has adopted a policy that requires the audit committee to pre-approve all audit and permitted non-audit services provided by our independent registered public accounting firm. The audit committee has delegated to the chairperson of the audit committee the authority to pre-approve any audit and permitted non-audit services necessary between regularly scheduled meetings of the audit committee and the chairperson must then report any such approval decisions to the full audit committee at its next scheduled meeting. Our audit committee approvedpre-approved all audit, audit-related, tax and other services performed by our independent registered public accounting firm in fiscal 2015 and in fiscal 2014 following the Spin-Off and prior to the engagement with respect to such services.Spin-Off.

Recommendation of the Board of Directors

Our Board of Directors unanimously recommends that the stockholders voteFOR the ratification of Ernst & Young LLPthe selection of E&Y as the Company’s independent registered public accounting firm for the year ending December 31, 2015.2016. Unless otherwise instructed, the proxy holders will vote the proxies received by themFORratification of the selection of E&Y as the Company’s independent registered public accounting firm for the year ending December 31, 2016.

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AUDIT COMMITTEE REPORT

Our audit committee has reviewed and discussed with our management our audited consolidated and combined financial statements and the establishment and maintenance of internal controlscontrol over financial reporting and has discussed with E&Y, our independent registered public accounting firm, the matters required to be discussed by Professional Standards Vol. 1. AU Section 380, as adopted by the Public Company Accounting Oversight Board in Rule 3200T, and Rule 2-07 of Regulation S-X (CommunicationAuditing Standard No. 16,Communications with Audit Committees)Committees.

Our audit committee has received and reviewed the written disclosures and the letter from our independent registered public accounting firmE&Y required by PCAOB Ethics and Independence Rule 3526 (Communicationapplicable requirements of the Public Company Accounting Oversight Board regarding E&Y’s communications with Audit Committees Concerning Independence).

the audit committee concerning independence. Our audit committee has also considered whether the provision of non-audit services provided to us by our independent registered public accounting firmE&Y is compatible with maintaining itsE&Y’s independence and has discussed with the auditors such auditors’E&Y its independence.

Based on itsthe review and discussions referred to above, our audit committee recommended to our Board of Directors that the audited financial statements for the Company’s year ended December 31, 20142015 be included in our Annual Report for itsthe year ended December 31, 2014,2015, which was filed with the SEC on February 11, 2015.2016. The audit committee also appointed E&Y to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2016 and is seeking ratification of such selection by the stockholders.

Submitted by:

Jon D. Kline (Chair)

David G. LindahlAllen C. Barbieri

Gary B. Sabin

Members of the Audit Committee

The foregoing report of the audit committee does not constitute soliciting material and shall not be deemed filed, incorporated by reference into or a part of any other filing by us (including any future filings) under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent we specifically incorporate such report by reference therein.

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EXECUTIVE OFFICERS

The following table presents information regarding our current executive officers. The information is current as of April 15, 2015:14, 2016:

Information on the business background of Gregory K. Stapley is set forth above under “Directors“Proposal 1 — Directors and Nominee.Director Nominees.”

William M. Wagner has served as our Chief Financial Officer, Treasurer and Secretary since December 2013 and also serves as our principal accounting officer. Mr. Wagner served as Chief Financial Officer of First Team Real Estate, a private real estate brokerage company, from 2012 to 2013. From 2008 to 2012, Mr. Wagner served as Senior Vice President and Chief Accounting Officer of Nationwide Health Properties, Inc., a healthcare REIT. From 2004 to 2008, Mr. Wagner served as Senior Vice President and Chief Accounting Officer of Sunstone Hotel Investors, Inc., a lodging REIT. From 2001 to 2004, Mr. Wagner served as Vice President, Financial Reporting of The TriZetto Group, Inc. From 1999 to 2001, Mr. Wagner worked for two internet start-up ventures. From 1997 to 1999, Mr. Wagner served as Director, Financial Reporting of Irvine Apartment Communities, Inc., a multifamily REIT. From 1990 to 1997, Mr. Wagner worked for EY Kenneth Leventhal Real Estate Group and served real estate clients including several REITs. Mr. Wagner received a B.A. degree in Business Administration from the University of Washington and is a Certified Public Accountant (inactive) in the State of California.

David M. Sedgwick. Mr. Sedgwick has served as our Vice President of Operations since May 2014. He is a licensed nursing home administrator and, prior to joining CareTrust, served in several key leadership roles at Ensign since 2001. During 2013, he operated Ensign’s newly-built Medicare-only skilled nursing facility (“SNF”SNF”) in Denver, Colorado, and simultaneously supported all of Ensign’s skilled nursing operations in Colorado. During 2012, he served as President of Ensign’s Maryland-based urgent care franchise venture, Doctors Express. From 2007 to 2012, Mr. Sedgwick served as Ensign’s Chief Human Capital Officer, with responsibility for recruiting and training more than 100 licensed nursing home administrators and directing Ensign University, which included Ensign’s administrator training program. From 2002 to 2007, he operated three Ensign SNFs in two states. Mr. Sedgwick holds a B.S. in Accounting from Brigham Young University and an M.B.A. from the University of Southern California. Mr. Sedgwick is Mr. Stapley’s brother-in-law.

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EXECUTIVE COMPENSATION

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act enacted in April 2012. As an emerging growth company, we are providing compensation information pursuant to the reduced disclosure obligations applicable to emerging growth companies, and are relying on exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Named Executive Officers

Our “named executive officers” for our 20142015 fiscal year, who consist of our principal executive officer and the two other most highly compensated executive officers, are:

Introduction

Prior to June 1, 2014, the Company was a wholly-owned subsidiary of Ensign. On June 1, 2014, Ensign completed the separation of its healthcare business and its real estate business into two separate and independent publicly traded companies through the distribution of all of the outstanding shares of common stockCommon Stock of CareTrust to Ensign stockholders on a pro rata basis (the “Spin-Off”“Spin-Off”). Effective with the Spin-Off, our named executive officers that held management positions at Ensign or its subsidiaries resigned from such positions and have since been solely employed by the Company. After the Spin-Off, the Company began trading on the NASDAQ Global Select Market under the symbol “CTRE” as an independent public company. Prior to the Spin-Off, the cash compensation of our named executive officers was determined by Ensign’s executive management or its board of directors and the equity compensation of our named executive officers was determined by Ensign’s compensation committee at the recommendation of Ensign’s executive management. Accordingly, the compensation paid to our named executive officers for fiscal year 2014 is not necessarily indicative of how we will compensate our named executive officers in future years.

20142015 Summary Compensation Table

The following table sets forth certain information with respect to compensation for the year ended December 31, 2014,2015, or such shorter period as indicated in the footnotes below, earned by, awarded to or paid to our named executive officers.

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awards as of the grant date by multiplying the closing price of our Common Stock on that date by the number of restricted stock awarded.

(3)	The amounts in this column for 2015 represent the cash bonus paid under the annual incentive plan for 2015 based on the maximum performance level achieved under the plan. See “2015 Annual Incentive Awards” below.

(4)	The amounts in this column represent 401(k) plan company matching contributions.

(4)(5)

Reflects compensation for the period after the Spin-Off (from June 1, 2014) through December 31, 2014 only.

Outstanding Equity Awards at 20142015 Fiscal Year End

The following table sets forth certain information with respect to outstanding equity awards of our named executive officers as of December 31, 20142015 with respect to the named executive officer. The market valueofficers. As of the shares in the following table is the fair value of such shares at December 31, 2014.2015, the only outstanding equity awards to our named executive officers are restricted stock awards.

2015 Annual Incentive Awards

For the 2015 calendar year, we established a performance-based annual incentive plan covering each of our named executive officers. In order to reinforce the pay-for-performance nature of our executive compensation program, named executive officers receive base salaries that are targeted at levels meaningfully below the base salary levels for comparable executives at similar publicly-traded REITs that focus on healthcare-related properties and other REITs which are comparable in size to the Company. Instead of paying market levels of fixed base salary amounts, we provide each named executive officer with a meaningful performance-based annual incentive compensation opportunity.

Under our annual incentive plan design, the compensation committee selected the following primary criteria to evaluate executive incentive performance in 2015: (1) adjusted funds from operation (or “AFFO”) growth¹, (2) capital deployment, (3) individual performance measures, and (4) for Mr. Sedgwick only, the performance of our independent living operations. The compensation committee chose different weightings for each of the named executive officers in order to take into account each executive’s role and create appropriate incentives for each executive.

The following table illustrates the weighting for each named executive officer at the threshold, target and high bonus levels. The total bonus earned by each named executive officer is determined by the sum of the achieved performance measure weighting multiplied by the respective named executive officer’s base salary.

We required year-over-year AFFO growth of 20.0% to earn the threshold bonus amount, year-over-year AFFO growth of 23.3% to earn the target bonus amount and year-over-year AFFO growth of 27.1% to earn the high bonus amount payable with respect to this performance measure. We required capital deployment of $100 million to earn the threshold bonus amount, capital deployment of $150 million to earn the target bonus amount and capital deployment of $200 million to earn the high bonus amount payable with respect to this performance measure. Performance for each of the other performance metrics was measured on a qualitative basis at the end of the year based on our performance results achieved during the year, and a performance ranking was determined. Based on performance achieved for 2015, each of our named executive officers received a bonus for 2015 based on the high bonus level achieved and is reflected in the amount reported under “Non-Equity Incentive Plan Compensation” in the 2015 Summary Compensation Table above. Additionally, as a result of the high bonus level being exceeded for each performance measure, the compensation committee awarded a discretionary bonus to each named executive officer, which is reflected in the “Bonus” column in the 2015 Summary Compensation Table above.

2015 Restricted Stock Awards

In June 2015, the compensation committee approved annual grants of restricted stock awards to our named executive officers. Each of these 2015 awards vests in substantially equal installments over a period of four years, with installments vesting on June 30 in each of 2016, 2017, 2018 and 2019. Each share of restricted stock entitles the executive to receive any cash or stock dividends in respect of the shares of Common Stock subject to the award and deliverable thereunder.

Employment Agreements

Our named executive officers do not have employment agreements.

Non-Competition and Non-Solicitation

Our named executive officers are not party to any agreements with non-competition, non-solicitation or other similar restrictive covenants.

401(k) Retirement Plan

We adopted a 401(k) retirement plan that was originally effective as of June 1, 2014. Full-time employees who have completed three months of service have the opportunity to participate in the 401(k) plan. Our 401(k)

plan is intended to qualify under Section 401 of the Code. Employees are able to elect to defer a portion of their eligible compensation not to exceed the statutorily prescribed annual limit in the form of elective deferral contributions to our 401(k) plan. Our 401(k) plan also has a “catch-up contribution” feature for employees eligible to defer amounts over the statutory limit that applies to all other employees. We provide a “safe harbor” nonelective contribution of 3% of each participant’s compensation per plan year at the end of each plan year. Participants are always vested in their personal contributions to the 401(k) plan, and company nonelective contributions are also vested once made.

Compensation Committee Interlocks and Insider Participation

During the past fiscal year, none of the members of our compensation committee were an officer or employee of our Company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our Board of Directors or compensation committee.

DIRECTOR COMPENSATION

Director Compensation Program

To date, we have providedWe provide cash and stock compensation to directors for their services as directors or members of committees of the Board of Directors. We have reimbursed and will continue toalso reimburse our non-employee directors for their reasonable expenses incurred in attending meetings of our Board of Directors and committees of the Board of Directors.

Each member of our Board of Directors who is not our employee will receive the following cash compensation for board services listed below, as applicable:applicable. Each member of our Board of Directors may elect to have his or her fees that would otherwise be paid in cash converted into an equity grant. For 2015, all directors elected to receive a restricted stock award (subject to a one-year vesting requirement) in lieu of the cash compensation listed below.

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In addition, pursuant to the Independent Director Compensation Policy, our non-employee directors received initial grants and willare entitled to receive annual, automatic, non-discretionary grants, generally granted on or around the date of our annual meeting of stockholders, of approximately $50,000 in vestedrestricted stock awards.awards, which vest in full on the date of the following year’s annual meeting of stockholders, subject to the non-employee director’s continued serve as a director through the vesting date. The number of shares of restricted stock subject to the 2015 award was determined by dividing $50,000 by the per-share closing price (in regular trading) of our Common Stock on the date of grant, rounded up to the nearest whole share.

2015 Director Compensation Table

The following table sets forth the compensation paid to our non-employee directors for the year ended December 31, 2015.

(2)

The amounts in this column represent the aggregate fair value of each award on its grant date, computed in accordance with ASC Topic 718. We valued the stock awards as of the grant date by multiplying the closing price of our Common Stock on that date by the number of shares of stock awarded. As of December 31, 2015, each of our non-employee directors held the following number of unvested restricted stock awards (which includes the unvested restricted stock units that each non-employee director elected to receive in lieu of his 2015 cash compensation as disclosed above in footnote (1)):

EQUITY COMPENSATION PLAN INFORMATION

- 17 -We currently maintain one equity compensation plan: The CareTrust REIT, Inc. and CTR Partnership, L.P. Incentive Award Plan (the “Plan”). The Plan provides for the granting of stock-based compensation, including stock options, restricted stock, performance awards, restricted stock units and other incentive awards to officers, employees and directors in connection with their employment with or services provided to the Company.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information known to us with respect to beneficial ownership of our common stockCommon Stock as of April 15, 20151, 2016 for (i) each director and director nominee, (ii) each holder ofperson known by us to beneficially own greater than 5% or greater of our common stock,Common Stock, (iii) our Named Executive Officers, and (iv) all executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. Shares subject to options that are exercisable within 60 days following April 15, 2015 are deemed to be outstanding and beneficially owned byExcept as otherwise noted below, the optionee for the purpose of computing share and percentage ownership of that optionee, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The percentage of shares beneficially owned is based on 31,565,22757,921,549 shares of common stockCommon Stock outstanding as of April 15, 2015.1, 2016. Except as affected by applicable community property laws, all persons listed have sole voting and investment power for all shares shown as beneficially owned by them.

(5)(6)

Represents beneficialBeneficial ownership information is as of December 31, 2014 solely as2015 and is based on information reported on a Schedule 13G13G/A filed by Wasatch Advisors, Inc. with the SEC on February 17, 2015, which16, 2016. The schedule indicates that Wasatch Advisors, Inc. held 3,019,082 shares.has sole voting and sole dispositive power over 4,127,126 shares of our Common Stock. The business address of Wasatch Advisors, Inc. is 505 Wakara Way, Salt Lake City, Utah 84108.

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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act, requires our directors and officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our equity securities. Officers, directors, and greater than ten percent stockholders are required by the SEC to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms we have received and written representations from certain reporting persons that they filed all required reports, we believe that all of our officers, directors and greater than 10% shareholdersstockholders complied with all Section 16(a) filing requirements applicable to them with respect to transactions during fiscal year 2014.2015.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Since January 1, 2014,2015, there has not been, nor is there any proposed transaction in which we were or will be a party or in which we were or will be a participant, involving an amount that exceeded or will exceed $120,000 and in which any director, executive officer, beneficial owner of more than 5% of any class of our voting securities, or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than the compensation arrangements and other agreements and transactions which are described in “Executive Compensation” and the transactions described below.

Procedures for Approval of Related Person Transactions

Our Board of Directors has adopted a written policy regarding the approval of any “related person transaction,” which is any transaction or series of transactions in which we or any of our subsidiaries is or are to be a participant, the amount involved exceeds $120,000, and a “related person” (as defined under SEC rules) has a direct or indirect material interest. Under the policy, a related person is required to promptly disclose to our Chief Financial Officer any proposed related person transaction and all materialcertain facts and circumstances about the proposed transaction. Our Chief Financial Officer would then assess and promptly communicate that information and, if determined to be a related party transaction, submit the transaction to our audit committee.committee for consideration. Based on our audit committee’s consideration of all of the relevant facts and circumstances, our audit committee will decide whether or not to approve such transaction and will generally approve only those transactions that are in, or are not inconsistent with, the best interests of CareTrust. If we become aware of an existing related person transaction that has not been pre-approved under this policy, the transaction will be referred to our audit committee, which will evaluate all options available, including ratification, revision or termination of such transaction. Our policy requires any director who may be interested in a related person transaction to recuse himself or herself from any consideration of such related person transaction. As a result of Mr. Christensen’s service on our Board of Directors until April 15, 2015, transactions between Ensign and CareTrust that exceeded the $120,000 threshold during the term of his service were subject to our policy regarding related party transactions, and required Mr. Christensen to recuse himself from consideration of such transactions.

Relationship between Ensign and CareTrust

On June 1, 2014, Ensign completed the separation of its healthcare business and its real estate business into two separate and independent publicly traded companies through the distribution of all of the outstanding shares of common stock of CareTrust to Ensign stockholders on a pro rata basis. Ensign stockholders received one share of CareTrust common stock for each share of Ensign common stock held at the close of business on May 22, 2014, the record date for the Spin-Off. The Spin-Off was effective from and after June 1, 2014, with all of the outstanding shares of our common stock distributed to Ensign stockholders on a pro rata basis on June 2, 2014.

To govern their relationship after the Spin-Off, Ensign and CareTrust entered into: (1) the Separation and Distribution Agreement, dated May 23, 2014 (the “Separation and Distribution Agreement”); (2) the Ensign Master Leases, dated May 30, 2014 (the “Ensign Master Leases”); (3) the Opportunities Agreement, dated May 30, 2014 (the “Opportunities Agreement”); (4) the Tax Matters Agreement, dated May 30, 2014 (the “Tax Matters Agreement”); (5) the Transition Services Agreement, dated May 30, 2014 (the “Transition Services Agreement”); and (6) the Employee Matters Agreement, dated May 30, 2014 (the “Employees Matters Agreement”). For a summary of the material terms of the foregoing agreements, see “Our Relationship with Ensign after the Spin-Off.” Transactions pursuant to these agreements are pre-approved under our policy regarding related party transactions.

Family Relationships

David M. Sedgwick is the brother-in-law of Gregory K. Stapley. Mr. Sedgwick has served as our Vice President of Operations since June 1, 2014. See “Executive Officers” and “Executive Compensation” for further information regarding Mr. Sedgwick.

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OUR RELATIONSHIP WITH ENSIGN FOLLOWING THE SPIN-OFF

To govern our relationship with Ensign after the Spin-Off, we entered into various agreements with Ensign. The following is a summary of the material terms of those agreements.

These summaries are qualified in their entirety by reference to the full text of the applicable agreements.

Separation and Distribution Agreement

The Separation and Distribution Agreement we entered into with Ensign sets forth, among other things, certain organizational matters and other ongoing obligations of Ensign and CareTrust that govern certain aspects of our relationship with Ensign after the Spin-Off.

The Separation and Distribution Agreement provides for a full and complete release and discharge of all liabilities existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at or before the separation, between Ensign and us, except as expressly set forth in the Separation and Distribution Agreement.

The Separation and Distribution Agreement provides that (1) we will indemnify Ensign and its affiliates and each of their respective current and former directors, officers, agents and employees against any and all losses relating to (a) liabilities arising out of our real estate business, (b) any breach by us of any provision of the Separation and Distribution Agreement or any ancillary agreement, and (c) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to information contained or incorporated by reference in our registration statement on Form 10, the information statement filed as Exhibit 99.1 thereto, or the offering memorandum related to the private offering of $260.0 million aggregate principal amount of 5.875% Senior Notes due 2021 issued by CTR Partnership, L.P., our wholly owned subsidiary, and CareTrust Capital Corp. (other than information regarding Ensign provided to us by Ensign for inclusion therein), and (2) that Ensign will indemnify us and our affiliates and each of our respective current and former directors, officers, agents and employees against any and all losses relating to (a) liabilities arising out of the Ensign healthcare business, (b) any breach by Ensign of any provision of the Separation and Distribution Agreement or any ancillary agreement, and (c) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to information contained or incorporated by reference in our registration statement on Form 10 (solely with respect to information regarding Ensign provided to us by Ensign for inclusion therein).

The Separation and Distribution Agreement also establishes dispute resolution procedures with respect to claims subject to indemnification and related matters.

Indemnification with respect to taxes and employee benefits is governed by the Tax Matters Agreement and the Employee Matters Agreement, respectively.

Ensign Master Leases

Ensign leases substantially all of the properties that we own pursuant to the Ensign Master Leases. The Ensign Master Leases consist of eight leases, each with its own pool of properties, that have varying maturities and diversity in property geography. Under each Ensign Master Lease, our individual subsidiaries that own the properties subject to such Ensign Master Lease are the landlords, and the individual subsidiaries of Ensign that operate those properties are the tenants (collectively, the “Ensign Tenants”). Ensign guarantees the obligations of the Ensign Tenants under the Ensign Master Leases. A default by an Ensign Tenant under an Ensign Master Lease with respect to any property will entitle us to exercise our remedies under such Ensign Master Lease as to

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all properties covered by such Ensign Master Lease as though all such properties were in default. In addition, each Ensign Master Lease with the Ensign Tenants contains cross-default provisions that will result in a default under all of the Ensign Master Leases if a default occurs under any Ensign Master Lease.

The following table sets forth the property type and geographic location of the properties subject to each Ensign Master Lease:

The following description of the Ensign Master Leases does not purport to be complete, but contains a summary of certain material provisions of the Ensign Master Leases.

Term and Renewals

The Ensign Master Leases provide for the lease of land, buildings, structures and other improvements on the land, easements and similar appurtenances to the land and improvements relating to the operation of the leased properties, and certain personal property owned by us and used in the operation of the leased properties.

The Ensign Master Leases provide for initial terms in excess of ten years with staggered expiration dates and no purchase options. At the option of the Ensign Tenants and subject to certain conditions being satisfied, each Ensign Master Lease may be extended for up to either two or three five-year renewal terms beyond the initial term, on the same terms and conditions. If the Ensign Tenants elect to renew the term of an Ensign Master Lease, the renewal will be effective as to all, but not less than all, of the leased property then subject to the Ensign Master Lease.

The following table sets forth the expiration date for each Ensign Master Lease:

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Ensign Master Leases 1-5 have three extension options of five years each and Ensign Master Leases 6-8 have two extension options of five years each. Extension of the term of any of the Ensign Master Leases is subject to the following conditions: (1) no event of default under any of the Ensign Master Leases having occurred and being continuing, and (2) the Ensign Tenants providing timely notice of their intent to renew. The term of the Ensign Master Leases is subject to termination prior to the expiration of the then current term upon default by the Ensign Tenants in their obligations, if not cured within any applicable cure periods set forth in the Ensign Master Leases.

The Ensign Tenants do not have the ability to terminate their obligations under an Ensign Master Lease prior to its expiration without our consent. If an Ensign Master Lease is terminated prior to its expiration other than with our consent, the Ensign Tenants may be liable for damages and incur charges such as continued payment of rent through the end of the lease term and maintenance and repair costs for the leased property.

Rental Amounts and Escalators

Each Ensign Master Lease is a triple-net lease. Accordingly, in addition to rent, the Ensign Tenants are required to pay the following:

The rent is a fixed component that was initially set near the time of the Spin-Off. The annual revenues from the Ensign Master Leases are $56.0 million during each of the first two years of the Ensign Master Leases, which results in a lease coverage ratio of approximately 1.91x based on the adjusted net operating income (“ANOI”) from the leased properties for the 12 months ended September 30, 2014 (calculated assuming that all of the leased properties were owned for the full 12-month period). A management fee equal to five percent of gross revenues is included as a reduction to ANOI. Commencing in the third year under the Ensign Master Leases, the annual revenues from the Ensign Master Leases will be escalated annually by an amount equal to the product of (1) the lesser of the percentage change in the Consumer Price Index (but not less than zero) or 2.5%, and (2) the prior year’s rent.

The initial annualized rent for each Ensign Master Lease is as follows:

Maintenance, Capital Expenditures and Alterations

The Ensign Tenants are required to make all expenditures reasonably necessary to maintain the leased property in good appearance, repair and condition. The Ensign Tenants are required to maintain all personal property located at the leased properties in good repair and condition as is necessary to operate all the leased property in compliance with applicable legal, insurance and licensing requirements. If the Ensign Tenants elect to

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make additional improvements to a leased property above and beyond the maintenance expenditures, we will finance such additional capital expenditures upon the Ensign Tenants’ request, subject to satisfaction of certain conditions, up to an aggregate amount of 20% of our initial investment in such property, and the rent will increase based on the amount financed.

Alterations (other than certain pre-approved alterations, which include non-structural alterations costing $250,000 or less that (a) do not decrease the value of the property, (b) do not adversely affect the exterior appearance of the property, and (c) are consistent in terms of style, quality and workmanship to the property) are permitted only with our consent. Prior to commencing any alterations, the Ensign Tenants are required to provide us with copies of detailed plans, specifications, permits, licenses and other information as we shall request.

Use of the Leased Property

Each Ensign Master Lease requires that the Ensign Tenants utilize the leased property solely for the operation of a healthcare facility and related uses as specified in the Ensign Master Leases. The Ensign Tenants are responsible for maintaining or causing to be maintained all licenses, certificates and permits necessary for the leased properties to comply with various regulations.

Events of Default

Under each Ensign Master Lease, an “Event of Default” is deemed to occur upon certain events, including:

Remedies for an Event of Default

Upon an Event of Default under an Ensign Master Lease, we may (at our option) exercise certain remedies, including:

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Notwithstanding the foregoing, under certain circumstances our damage remedies may be limited by contractual provisions designed to procure classification of the Ensign Master Lease as operating leases under Accounting Standards Codification 840, Leases.

Assignment and Subletting

Except as noted below, each Ensign Master Lease provides that the Ensign Tenants may not sublease, assign, encumber or otherwise transfer or dispose of the Ensign Master Leases or any leased property, including by virtue of a change of control of Ensign or the Ensign Tenants, or engage a management company without our consent.

Each Ensign Master Lease also provides that the Ensign Tenants may assign the Ensign Master Lease or sublease any leased property to an affiliate, subject to our reasonable approval of the transfer documents and the satisfaction of certain conditions. Upon any such assignment or transfer to an affiliate of the Ensign Tenants, Ensign must guarantee the affiliate’s obligations under the Ensign Master Lease and the prior Ensign Tenant will not be released from its obligations under the applicable Ensign Master Lease.

New Opportunities

Generally, neither we nor Ensign or the Ensign Tenants is prohibited from developing, redeveloping, expanding, purchasing, building or operating facilities. However, Ensign, the Ensign Tenants and their respective affiliates are not able to move any patients or staff from any property in our portfolio to any property outside of our portfolio to the detriment of any of the properties in our portfolio (except as required for medically appropriate reasons) during the term of the Ensign Master Lease and for one year thereafter.

Licenses/Successor Lessee Provisions

Licenses and all other authorizations necessary to operate the facilities that are subject to an Ensign Master Lease are procured and maintained by the Ensign Tenants pursuant to the terms of the Ensign Master Lease. Each Ensign Master Lease requires the Ensign Tenants to transfer, to the extent permitted by law, licenses and all other authorizations at the expiration or earlier termination of the Ensign Master Lease to a successor lessee at no material cost to us or the transferee.

Opportunities Agreement

Under the Opportunities Agreement, for a period of one year following the Spin-Off, Ensign and its affiliates, including the Ensign Tenants, will provide us with, subject to certain exceptions, the right to match any offer from a third party to finance the acquisition or development of any healthcare or senior-living facility by Ensign or any of its affiliates, including the Ensign Tenants. In addition, Ensign will have, subject to certain exceptions, a right to either purchase and operate, or lease and operate, the facilities included in any portfolio of five or fewer healthcare or senior living facilities presented to us during the first year following the Spin-Off;

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provided that the portfolio is not subject to an existing lease with an operator or manager that has a remaining term of more than one year, and is not presented to us by or on behalf of another operator seeking lease or other financing. If Ensign elects to lease and operate such a property or portfolio, the lease would be on substantially the same terms as the Ensign Master Lease.

Tax Matters Agreement

The Tax Matters Agreement governs our and Ensign’s respective rights, responsibilities and obligations with respect to taxes (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the Spin-Off and certain related transactions to qualify as tax-free for U.S. federal income tax purposes), tax attributes, tax returns, tax contests and certain other tax matters.

In addition, the Tax Matters Agreement imposes certain restrictions on us and our subsidiaries (including restrictions on share issuances, business combinations, sales of assets and similar transactions) that are designed to preserve the tax-free status of the Spin-Off and certain related transactions. The Tax Matters Agreement provides special rules allocating tax liabilities in the event the Spin-Off, together with certain related transactions, was not tax-free. In general, under the Tax Matters Agreement, each party is expected to be responsible for any taxes imposed on Ensign that arise from the failure of the Spin-Off and certain related transactions to qualify as a tax-free transaction for U.S. federal income tax purposes under Sections 368(a)(1)(D) and 355 of the Code and certain other relevant provisions of the Code to the extent that the failure to qualify is attributable to actions, events, or transactions relating to such party’s respective stock, assets or business, or a breach of the relevant representations or covenants made by that party in the Tax Matters Agreement.

The Tax Matters Agreement also sets forth our and Ensign’s obligations as to the filing of tax returns, the administration of tax contests and assistance and cooperation on tax matters.

Transition Services Agreement

Pursuant to the Transition Services Agreement, Ensign agreed to provide us with certain administrative and support services on a transitional basis for a period of up to one year (subject to an option, at our election, to extend certain services for up to one additional year). The transition services include, among other support services, accounting services, financial systems conversion support, human resources support, legal and compliance services and information systems services. The fees charged to us for transition services furnished pursuant to the Transition Services Agreement will approximate the actual cost incurred by Ensign in providing the transition services to us for the relevant period. The Transition Services Agreement provides that we have the right to terminate a transition service after an agreed notice period, generally thirty days. The Transition Services Agreement also contains provisions under which Ensign will generally agree to indemnify us for all losses incurred by us resulting from Ensign’s gross negligence, willful misconduct or material breach of the Transition Services Agreement, but Ensign’s aggregate indemnification obligation may not exceed the total amount paid by us for services under the Transition Services Agreement.

Employee Matters Agreement

The Employee Matters Agreement governs Ensign’s and CareTrust’s respective compensation and employee benefit obligations with respect to the current and former employees of each company, and generally allocates liabilities and responsibilities relating to employee compensation and benefit plans and programs.

Ensign equity awards at the time of the Spin-Off were treated in accordance with the existing Ensign equity plans as follows:

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In addition, the Employee Matters Agreement sets forth the general principles relating to employee matters, including with respect to the assignment of employees and the transfer of employees from Ensign to CareTrust, the assumption and retention of liabilities and related assets, the provision of benefits following the Spin-Off, employee service credit and related matters.

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STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2017 ANNUAL MEETING

Stockholders may present proposals for action at a future meeting only if they comply with the requirements of the proxy rules established by the SEC and our bylaws.bylaws, as further described below:

Requirements for Proposals to be Considered for Inclusion in Proxy Materials. Stockholder proposals that are intended to be presented at our Annual Meeting2017 annual meeting of stockholders and included in our proxy materials for such meeting must comply with the proxy statement, form of proxyprocedural and other requirements set forth in Rule 14a-8 of the Exchange Act. To be eligible for inclusion in our proxy solicitation materials, related to that meetingstockholder proposals must be received by us notour Secretary at our principal executive offices no later than December 30, 2015,15, 2016, which is 120 calendar days prior to the first anniversary of the date this Proxy Statement was released to stockholders in connection with the Annual Meeting. If we change the date of the mailing2017 annual meeting of stockholders by more than 30 days from the date of this year’s Annual Meeting, your written proposal must be received by our Secretary at our principal executive offices a reasonable time before we begin to print and mail our proxy materials for our 2017 annual meeting of stockholders.

Requirements for Proposals Not Intended for Inclusion in Proxy Statement. Stockholders are also advisedMaterials and for Nomination of Director Candidates. A stockholder who wishes to reviewnominate one or more persons for election to our bylaws, which contain additional advance notice requirements, including requirements with respect to advanceBoard of Directors at the 2017 annual meeting of stockholders or present a proposal at the 2017 annual meeting of stockholders, but whose stockholder proposal will not be included in the proxy materials we distribute for such meeting, must deliver written notice of stockholder proposals and director nominations. Underthe nomination or proposal to our current bylaws, the deadline for submitting a stockholder proposal or a nomination for director isSecretary at our principal executive offices not later than 5:00 p.m., Eastern Time, on the 120th day, nor earlier than theNovember 15, 2016 (the 150th day prior to the first anniversary of the date of this Proxy Statement for the proxy statement (as defined in Section 11(c)(3) of Article IIAnnual Meeting), nor later than 5:00 p.m. Eastern Time on December 15, 2016 (the 120th day prior to the first anniversary of the bylaws)date of this Proxy Statement for the preceding year’s annual meeting; Annual Meeting);provided, however, that in connection with the Company’s first annual meeting or in the event that the date of the 2017 annual meeting of stockholders is advanced or delayed by more than 30 days from the first anniversary of the date of the precedingthis year’s annual meeting,Annual Meeting, in order for notice by the stockholder to be timely, such notice must be so delivered no earlier than the 150th day prior to the date suchof the 2017 annual meeting of stockholders and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of suchthe 2017 annual meeting of stockholders, as originally convened, or the 10th day following the day on which public announcement of the date of suchthe 2017 annual meeting of stockholders is first made. The public announcement of a postponement or adjournment of anthe 2017 annual meeting of stockholders shall not commence a new time period for the giving of a stockholder’s notice as described above.

The stockholder’s written notice must include certain information concerning the stockholder and each nominee as specified in Article II, Section 11 of our Bylaws. Stockholder proposals must be in writing and should be addressed to our corporate Secretary, at our principal executive offices at 905 Calle Amanecer, Suite 300, San Clemente, California 92673. It is recommended that stockholders submitting proposals direct them to our corporate Secretary and utilize certified mail, return receipt requested in order to provide proof of timely receipt. The Chairman of the Annual Meeting reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements, including conditions set forth in our bylawsBylaws and conditions established by the SEC.

OTHER MATTERS

WeAs of the date of this Proxy Statement, we do not know of any business, other than described in this Proxy Statement that should be considered at the Annual Meeting. If any other matters should properly come before the Annual Meeting or any postponement or adjournment thereof, it is the intention of the persons named in the accompanying form of proxy to vote the proxies held by them in accordance with their best judgment.

To assure

DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS

As permitted by the presenceExchange Act, only one copy of our proxy materials is being delivered to stockholders of record residing at the same address and who did not receive a Notice of Internet Availability or otherwise receive their proxy materials electronically, unless such stockholders have notified us of their desire to receive multiple copies of our proxy materials. This is known as householding. We will promptly deliver, upon oral or written request, a separate copy of the necessary quorumproxy materials to any stockholder residing at an address to which only one copy was mailed. Stockholders who currently receive multiple copies of proxy materials at their address and would like to vote on the mattersrequest householding of their communications should contact us. Requests for additional copies or requests for householding for this year or future years should be directed in writing to come before the Annual Meeting, please indicate your choices on the enclosed proxy and date, sign, and return it promptly in the envelope provided. The signing of a proxyour principal executive offices at 905 Calle Amanecer, Suite 300, San Clemente, California 92673, Attn: Secretary or by no means prevents you from attending and votingtelephone at the Annual Meeting.(949) 542-3130.

AVAILABLE INFORMATION

We are subject to the informational requirements of the Exchange Act, and, in accordance therewith, file annual, quarterly and current reports, proxy statements and other information with the SEC. Any interested party may inspectThese reports and other information we have filed, without charge,file with the SEC can be read and copied at the public reference facilitiesPublic Reference Room of the SEC, at its principal office at 100 F. Street, N.E., Washington, D.C. 20549. In addition,Information about the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains our reports, proxies and other information statements that we have filedabout issuers, like us, which file electronically with the SECSEC. The address of that site ishttp://www.sec.gov. We make available our reports on Form 10-K, 10-Q, and 8-K (as well as all amendments to these reports), and other information, free of charge, at http://www.sec.gov.the Investor Relations section of our website atwww.caretrustreit.com. The information contained on our website, other than this proxy statement, is not considered proxy solicitation material and is not incorporated by reference herein.

A copy of our Annual Report has been posted, and is available without charge, on our website atwww.caretrustreit.com. For stockholders receiving a Notice of Internet Availability, such Notice will contain instructions on how to request a printed copy of our Annual Report. For stockholders receiving a printed copy of this Proxy Statement, a copy of our Annual Report has also been provided to you.In addition, a copy of our Annual Report (including the financial statements and schedules thereto), which we filed with the SEC on February 11, 2016, will be provided without charge to any person to whom this Proxy Statement is mailed upon the written request of any such person to William M. Wagner, Secretary, CareTrust REIT, Inc., 905 Calle Amanecer, Suite 300, San Clemente, California 92673.

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A COPY OF OUR ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2014 (INCLUDING FINANCIAL STATEMENTS AND SCHEDULES THERETO), WHICH WE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 11, 2015, WILL BE PROVIDED WITHOUT CHARGE TO ANY PERSON TO WHOM THIS PROXY STATEMENT IS MAILED UPON THE WRITTEN REQUEST OF ANY SUCH PERSON TO WILLIAM M. WAGNER, SECRETARY, CARETRUST REIT, INC., 905 CALLE AMANECER, SUITE 300, SAN CLEMENTE, CALIFORNIA 92673.Dated: April 14, 2016

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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

M93162-Z65675E07752-P77935                    KEEP THIS PORTION FOR YOUR RECORDS

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DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.