8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-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): March 10, 2022

CareTrust REIT, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-36181	46-3999490
(State or other jurisdiction<br>of incorporation)	(Commission<br>File Number)	(IRS Employer<br>Identification No.)

Registrant’s telephone number, including area code: (949) 542-3130

905 Calle Amanecer, Suite 300, San Clemente, CA	92673
(Address of principal executive offices)	(Zip Code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-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 Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	CTRE	The Nasdaq Stock Market LLC
		(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Director

On March 10, 2022, Allen Barbieri notified CareTrust REIT, Inc. (the “Company”) in writing of his decision to resign as a member of the Company’s Board of Directors, effective immediately. Mr. Barbieri’s resignation is not due to a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Appointment of Director

On March 14, 2022, the Board of Directors unanimously appointed Ms. Careina D. Williams to the Board of Directors, effective immediately. It is not currently known on which, if any, committee(s) of the Boards of Directors Ms. Williams will serve. The Board has affirmatively determined that Ms. Williams is an independent director under applicable listing standards of the Nasdaq Stock Market LLC.

In connection with her service as a director, Ms. Williams will receive the Company’s standard non-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 30, 2021, with the exception that in 2021 the annual cash retainer for service as a non-employee director on the Board of Directors was increased to $70,000 and the grant date value of the annual, non-discretionary grant of restricted stock awards for non-employee directors was increased to $100,000. Ms. William’s initial cash retainer will be prorated based on the remaining service period thereof following her appointment to the Board of Directors.

Ms. Williams will also enter into an indemnification agreement with the Company in the form previously approved by the Board of Directors and filed with the Securities and Exchange Commission as Exhibit 10.11 to the Company’s Current Report on Form 8-K on June 5, 2014.

There are no arrangements or understandings between Ms. Williams and any other person pursuant to which she was appointed as a director. There are also no family relationships between Ms. Williams and any director or executive officer of the Company and Ms. Williams has no direct or indirect material interest in any related party transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Change to Audit Committee Composition

On March 14, 2022, in connection with Mr. Barbieri’s resignation from the Board of Directors, the Board of Directors appointed Spencer G. Plumb to the Audit Committee of the Board of Directors. The Audit Committee continues to be comprised of three independent directors – Jon D. Kline, Diana M. Laing and Mr. Plumb.

Item 7.01. Regulation FD Disclosure.

On March 16, 2022, the Company issued a press release announcing the appointment of Ms. Williams to the Board of Directors as set forth in Item 5.02 of this Current Report on Form 8-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.

(d)	Exhibits.
Exhibits	Description
---	---
99.1	Press Release dated March 16, 2022
104	Cover Page Interactive Data File (embedded within the inline XBRL document)

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.

Date: March 16, 2022	CARETRUST REIT, INC.
	By:	/s/ William M. Wagner
		William M. Wagner
		Chief Financial Officer and Treasurer

Document

Exhibit 99.1

CareTrust REIT Announces Appointment of New Director

SAN CLEMENTE, Calif., March 16, 2022 (GLOBE NEWSWIRE) – The Board of Directors of CareTrust REIT, Inc. (Nasdaq:CTRE) today announced that Allen C. Barbieri has retired as a member of its Board of Directors after six years of service, effective March 10, 2022. The Board also announced the appointment of Careina D. Williams to succeed Mr. Barbieri, effective immediately.

“We are grateful to Allen for his contributions in shepherding CareTrust from our early days to where we are today,” said Greg Stapley, CareTrust’s Executive Chairman. Mr. Barbieri served as chairman of both the Nominating & Corporate Governance Committee and the Board’s Sustainability & Corporate Responsibility Committee, and as a member of the Audit and Compensation Committees. “Allen has been a workhorse as we have climbed a sometimes-steep learning curve and particularly as we have navigated through the COVID-19 pandemic, while continuing to build and strengthen our growing portfolio,” Mr. Stapley added.

Careina D. Williams has an extensive background in analyzing, underwriting, financing, acquiring and managing commercial real estate across multiple asset classes. She is a Principal and Advisory Board member at Sundance Bay, a real estate private equity firm that specializes in multifamily investing, net lease investing and real estate debt lending nationwide. She previously served as Chief Operating Officer of Zero G Capital Management LLC, and as Principal, Acquisitions and Asset Management, at Artemis Real Estate Partners. She was also a Principal, Investments at Capri Capital Partners, and began her career as a Financial Analyst in the investment banking division of Goldman Sachs.

“We are extraordinarily pleased to have Careina Williams join our Board, and look forward to working with her,” said Mr. Stapley. “Careina brings a fresh perspective on the real estate sector, including a deep background in underwriting and credit analysis that will be immediately accretive to our Board’s collective expertise,” he added. He noted that Ms. Williams’ philanthropic work currently includes serving as a Trustee and Vice-Chair of the Investments & Endowment Committee of the United Church of Christ, and she previously served as a Trustee and Chair of the Finance & Endowment Committee for Peoples Congregational Church of the United Church of Christ. Ms. Williams received an A.B. in Economics from Harvard University and an M.B.A. from Harvard Business School.

With Ms. Williams’ appointment CareTrust's Board consists of five members, including Mr. Stapley, Executive Chairman and former Chief Executive Officer, Diana M. Laing, CareTrust’s lead independent director and former chief financial officer of single-family housing REIT American Homes 4 Rent; Jon D. Kline, founder and chief executive officer of Clearview Hotel Capital, L.L.C. and former president and chief financial officer of Sunstone Hotel Investors, Inc.; and Spencer G. Plumb, president and chief executive officer of Sabin Holdings, L.L.C. and cofounder and former president and chief operating officer of Excel Trust, Inc. Mr. Stapley reported that Mr. Plumb was appointed to fill the vacant seat on the Board’s Audit Committee following Mr. Barbieri’s resignation, and indicated that the Board plans to redistribute Mr. Barbieri’s remaining committee assignments at its next regular meeting.

About CareTrustTM

CareTrust REIT, Inc. is a self-administered, publicly-traded real estate investment trust engaged in the ownership, acquisition, development and leasing of skilled nursing, seniors housing and other healthcare-related properties. With a nationwide portfolio of long-term net-leased properties, and a growing portfolio of quality operators leasing them, CareTrust REIT is pursuing both external and organic growth opportunities across the United States. More information about CareTrust REIT is available at www.caretrustreit.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding the Company’s intent, belief or expectations, including, but not limited to, statements regarding the Company’s portfolio.

Words such as “anticipate,” “believe,” “could,” “expect,” “estimate,” “intend,” “may,” “plan,” “seek,” “should,” “will,” “would,” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements, though not all forward-looking statements contain these identifying words. The Company’s forward-looking statements are based on management’s current expectations and beliefs, and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those projected, forecasted or expected. Although the Company believes that the assumptions underlying these forward-looking statements are reasonable, they are not guarantees and the Company can give no assurance that its expectations will be attained. Factors which could have a material adverse effect on the Company’s operations and future prospects or which could cause actual results to differ materially from expectations include, but are not limited to: (i) the COVID-19 pandemic, including the risk of additional surges of COVID-19 infections due to the rate of public acceptance and efficacy of COVID-19 vaccines or to new and more contagious

and/or vaccine resistant variants, and the measures taken to prevent the spread of COVID-19 and the related impact on our business or the businesses of our tenants; (ii) the ability and willingness of our tenants to meet and/or perform their obligations under the triple-net leases we have entered into with them, including, without limitation, their respective obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities; (iii) the ability of our tenants to comply with applicable laws, rules and regulations in the operation of the properties we lease to them; (iv) the ability and willingness of our tenants to renew their leases with us upon their expiration, and the ability to reposition our properties on the same or better terms in the event of nonrenewal or in the event we replace an existing tenant, as well as any obligations, including indemnification obligations, we may incur in connection with the replacement of an existing tenant; (v) the availability of and the ability to identify (a) tenants who meet our credit and operating standards, and (b) suitable acquisition opportunities, and the ability to acquire and lease the respective properties to such tenants on favorable terms; (vi) the ability to generate sufficient cash flows to service our outstanding indebtedness; (vii) access to debt and equity capital markets; (viii) fluctuating interest rates; (ix) the ability to retain our key management personnel; (x) the ability to maintain our status as a real estate investment trust (“REIT”); (xi) changes in the U.S. tax law and other state, federal or local laws, whether or not specific to REITs; (xii) other risks inherent in the real estate business, including potential liability relating to environmental matters and illiquidity of real estate investments; and (xiii) additional factors included in our Annual Report on Form 10-K for the year ended December 31, 2021, including in the section entitled “Risk Factors” in Item 1A of Part I of such report, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission.

The Company expressly disclaims any obligation to update or revise any information in this press release, including forward-looking statements, whether to reflect any change in the Company’s expectations, any change in events, conditions or circumstances, or otherwise.

Contact:

CareTrust REIT, Inc.

(949) 542-3130

ir@caretrustreit.com