CareTrust REIT (CTRE) investors endorse directors, executive pay and Deloitte as auditor

Rhea-AI Filing Summary

CareTrust REIT, Inc. held its 2026 annual stockholder meeting on April 29, 2026, where all proposals received strong support. Stockholders elected six directors to serve until the 2027 annual meeting, with each nominee receiving over 191 million votes in favor.

Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with about 186.7 million votes in favor versus 8.7 million against. In addition, they ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, with approximately 203.8 million votes in favor.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Gregory K. Stapley: 195,410,310 votes Votes for say-on-pay: 186,720,002 votes Votes against say-on-pay: 8,686,608 votes +3 more

6 metrics

Votes for Gregory K. Stapley 195,410,310 votes Director election at 2026 annual meeting

Votes for say-on-pay 186,720,002 votes Advisory approval of named executive officer compensation

Votes against say-on-pay 8,686,608 votes Advisory approval of named executive officer compensation

Broker non-votes on say-on-pay 11,997,650 shares Advisory approval of named executive officer compensation

Votes for auditor ratification 203,773,959 votes Ratification of Deloitte & Touche LLP for 2026

Votes against auditor ratification 3,720,920 votes Ratification of Deloitte & Touche LLP for 2026

Key Terms

broker non-votes, advisory basis, named executive officers, independent registered public accounting firm

4 terms

broker non-votes financial

"For | Against | Abstain | Broker Non-Votes Diana M. Laing | 192,195,470"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory basis financial

"approved, on an advisory basis, the compensation of the Company’s named executive officers"

named executive officers financial

"approved, on an advisory basis, the compensation of the Company’s named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent registered public accounting firm financial

"ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Understanding 8-K Material Events →

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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): April 29, 2026

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)			(IRS Employer Identification No.)

24901 Dana Point Harbor Dr, Suite A200, Dana Point, CA

92629

(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 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			New York Stock Exchange

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 5.07.     Submission of Matters to a Vote of Security Holders.

(a) The 2026 annual meeting of stockholders (the “Annual Meeting”) of CareTrust REIT, Inc. (the “Company”) was held on April 29, 2026.

(b) At the Annual Meeting, the Company’s stockholders (i) elected the six nominees identified in the table below to the Board of Directors to serve until the Company’s 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified, (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers and (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

Set forth below are the final voting tallies for the Annual Meeting:

Election of Directors

			For						Against						Abstain						Broker Non-Votes
Diana M. Laing			192,195,470						3,311,523						103,327						11,997,650
Anne Olson			193,126,407						2,381,136						102,777						11,997,650
Spencer G. Plumb			191,084,302						4,421,798						104,220						11,997,650
David M. Sedgwick			194,893,277						603,143						113,900						11,997,650
Gregory K. Stapley			195,410,310						85,675						114,335						11,997,650
Careina D. Williams			194,399,240						1,105,139						105,941						11,997,650

Advisory Approval of Named Executive Officer Compensation

For						Against						Abstain						Broker Non-Votes
186,720,002						8,686,608						203,710						11,997,650

Auditor Ratification

For						Against						Abstain
203,773,959						3,720,920						113,091

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: April 30, 2026						CARETRUST REIT, INC.
						By:			/s/ Derek J. Bunker
									Derek J. Bunker
									Chief Financial Officer and Treasurer

FAQ

What did CareTrust REIT (CTRE) stockholders decide at the 2026 annual meeting?

Stockholders elected six directors, approved executive compensation on an advisory basis, and ratified Deloitte & Touche LLP as independent auditor for 2026. Each director received over 191 million votes, and all management proposals passed with substantial support from voting shares.

How did CareTrust REIT (CTRE) shareholders vote on the board of directors?

Shareholders elected all six nominees to the board. For example, Gregory K. Stapley received 195,410,310 votes for and only 85,675 against, while other nominees, including Diana M. Laing and David M. Sedgwick, also received strong majority support in favor of their election.

How did CareTrust REIT (CTRE) investors vote on executive compensation?

Investors approved the compensation of named executive officers on an advisory basis, with 186,720,002 votes for, 8,686,608 votes against, and 203,710 abstentions. There were 11,997,650 broker non-votes, indicating broad but not unanimous support for the company’s executive pay program.

Was Deloitte & Touche LLP ratified as CareTrust REIT (CTRE) auditor for 2026?

Yes. Stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026. The ratification received 203,773,959 votes for, 3,720,920 votes against, and 113,091 abstentions, showing strong shareholder backing for the auditor choice.

What are broker non-votes in the CareTrust REIT (CTRE) 2026 meeting results?

Broker non-votes are shares held in street name where brokers did not receive specific voting instructions on non-routine items. In this meeting, proposals such as director elections and executive compensation each showed 11,997,650 broker non-votes, which did not count as votes for or against those matters.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB