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Section 1: DEFA14A (DEFA14A)






Washington, D.C. 20549




Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934



Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:


¨    Preliminary Proxy Statement
¨    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨    Definitive Proxy Statement
x    Definitive Additional Materials
¨    Soliciting Material Pursuant to Rule 14a-12

Newcastle Investment Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


x No fee required.


¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


   1) Title of each class of securities to which transaction applies:



   2) Aggregate number of securities to which transaction applies:



   3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):



   4) Proposed maximum aggregate value of transaction:



   5) Total fee paid:




¨ Fee paid previously with preliminary materials.


¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


   1) Amount Previously Paid:



   2) Form, Schedule or Registration Statement No.:



   3) Filing Party:



   4) Date Filed








*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on .May 18, 2016

Meeting Information


Meeting Type: Annual Meeting

For holders as of: March 24, 2016

Date: May 18, 2016

Time: 10:00 AM EDT

Location: The Hilton Hotel

1335 Avenue of the Americas

New York, New York 10019


You are receiving this communication because you hold shares in the above named company.



NEW YORK, NY 10105

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

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Before You Vote

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

1. Annual Report

2. Notice & Proxy Statement

How to View Online:

Have the information that is printed in the box marked by the arrow

(located on the

following page) and visit:

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for

requesting a copy. Please choose one of the following methods to make your request:




3) BY E-MAIL*:

* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked

by the arrow

(located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment

advisor. Please make the request as instructed above on or before May 04, 2016 to facilitate timely delivery.

How To Vote

Please Choose One of the Following Voting Methods

Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession

of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special

requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

Vote By Internet: To vote now by Internet,go to Have the information that is printed in the box

marked by the arrow

available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

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Voting items    

The Board of Directors recommends you vote    

FOR the following:    

1. Election of Directors


01 Kevin J. Finnerty

02 Kenneth M. Riis

03 Clifford Press

The Board of Directors recommends you vote FOR proposals 2. and 3.

2.    To ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for Newcastle

Investment Corp. for fiscal year 2016.    

3.    To approve the 2016 Newcastle Investment Corp. Nonqualified Option and Incentive Award Plan.

NOTE: The Board of Directors may consider and act upon any other business properly presented at the Annual

Meeting. If this proxy is properly executed, then your shares will be voted either in the manner you indicate

above or, if no direction is indicated, in the manner directed by the Board of Directors (including with respect

to any matter not specified above that is properly presented at the Annual Meeting).

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