CareTrust REIT (CTRE) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 29, 2026, with proposals to elect six directors, approve executive compensation on an advisory basis, and ratify Deloitte as the independent auditor for 2026.

• Only stockholders of record as of March 5, 2026, are entitled to vote, with multiple voting methods available including internet, mail, telephone, or in-person.

• The company experienced significant growth in 2025, including a major UK acquisition, record capital deployment, and strong financial performance, with a 17% increase in normalized funds from operations per share and a 77% rise in market capitalization.

Voting matters and shareholder proposals

• Proposals include electing six directors, advisory approval of executive compensation, and ratification of Deloitte as auditor.

• Shareholders can submit proposals or director nominations for the 2027 meeting by specified deadlines and procedures.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board consists of six directors, with three women and one African American member; four are independent under NYSE rules.

• Board committees include audit, compensation, nominating and corporate governance, and sustainability/corporate responsibility, each with defined charters and responsibilities.

• The board separates the roles of CEO and Chair, with regular self-evaluations and succession planning.

• Directors and executives are subject to stock ownership guidelines and a code of business conduct and ethics.