UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 28, 2017
CareTrust REIT, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Maryland | | 001-36181 | | 46-3999490 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
905 Calle Amanecer, Suite 300, San Clemente, CA | | 92673 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (949)542-3130
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 28, 2017, the Board of Directors of CareTrust REIT, Inc. (the “Company”) appointed Mr. Spencer G. Plumb as an independent Class III director, effective February 28, 2017, to serve until the Company’s 2017 annual meeting of stockholders and until his successor is duly elected and qualified. Mr. Plumb’s appointment fills the vacancy that was created by Mr. Gary B. Sabin’s previously disclosed resignation from the Company’s Board of Directors, effective August 1, 2016. No determination has been made as to any committees of the Board of Directors on which Mr. Plumb may serve.
In connection with his service as a director, Mr. Plumb will receive the Company’s standardnon-employee director cash and equity compensation, which is described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 14, 2016. Mr. Plumb’s initial cash retainer will be prorated based on the remaining service period thereof following his appointment to the Board of Directors.
There is no arrangement or understanding between Mr. Plumb and any other persons pursuant to which Mr. Plumb was appointed as a director, and Mr. Plumb has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of RegulationS-K.
| Item 7.01. | Regulation FD Disclosure. |
On March 1, 2017, the Company issued a press release announcing the appointment of Mr. Plumb to the Board of Directors as set forth in Item 5.02 of this Current Report on Form8-K.
A copy of the press release is furnished as Exhibit 99.1 hereto. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company whether made before or after the date hereof, regardless of any general incorporation language in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
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Exhibit
No. | | Description |
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| 99.1 | | Press Release dated March 1, 2017. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: March 1, 2017 | | | | CARETRUST REIT, INC. |
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| | | | By: | | /s/ William M. Wagner |
| | | | | | William M. Wagner |
| | | | | | Chief Financial Officer and Treasurer |
