CareTrust REIT, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by CareTrust REIT, Inc. on March 16, 2022, covering events occurring between March 10, 2022, and March 14, 2022. The filing primarily addresses changes to the composition of the Board of Directors.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses on corporate governance rather than financial performance.
Material Changes
- Resignation of Director: Allen Barbieri resigned from the Board of Directors effective March 10, 2022. The resignation was not due to any disagreement with the Company regarding operations, policies, or practices.
- Appointment of Director: Careina D. Williams was appointed to the Board of Directors effective March 14, 2022. The Board determined she is an independent director under Nasdaq listing standards.
- Audit Committee Change: Spencer G. Plumb was appointed to the Audit Committee on March 14, 2022, following Mr. Barbieri's resignation. The committee now consists of Jon D. Kline, Diana M. Laing, and Spencer G. Plumb.
Compensation and Governance Details
Ms. Williams will receive standard non-employee director compensation, including an annual cash retainer of $70,000 (prorated for the initial period) and restricted stock awards with a grant date value of $100,000. She will also enter into a standard indemnification agreement. No family relationships or undisclosed related party transactions exist between Ms. Williams and other directors or officers.
Key Facts for Investor Verification
- Verify the independence status of the newly appointed director, Careina D. Williams, per Nasdaq standards.
- Confirm the current composition of the Audit Committee (Jon D. Kline, Diana M. Laing, Spencer G. Plumb).
- Review the definitive proxy statement (Schedule 14A filed April 30, 2021) for full details on director compensation structures.
- Note that this filing contains no financial data; refer to the most recent 10-Q or 10-K for financial performance.