Information regarding each of the nominees for director, including particular qualifications considered for each nominee, is set forth below. Directors’ ages are given as of the date of this Proxy Statement.

Mr. Ferguson, age 64,66, has served as a director since August 2000 and also serves as Chairman of our Board and member of our Executive Committee. Mr. Ferguson formerly served as our Chief Executive Officer from August 2000 to October 2009 and as our President from August 2000 until July 2008. Mr. Ferguson’s career in business and government includes service as the Commissioner of Finance for the State of Tennessee and as the chairman and chief executive officer of Community Bancshares, Inc., the parent corporation of The Community Bank of Germantown (Tennessee), as well as service on the State of Tennessee Board of Education and the Governor’s Commission on Practical Government for the State of Tennessee. Mr. Ferguson currently serves as a director of the Community Foundation of Middle Tennessee, Performing Arts Center, the Boy Scouts of America —- Middle Tennessee Council, the Nashville Symphony Association and the Nashville Alliance for Public Education.Education Foundation. Mr. Ferguson graduated from Mississippi State University in 1967.

In making the decision to nominate Mr. Ferguson to serve as a director, the Nominating and Governance Committee considered, in addition to the criteria referred to above, Mr. Ferguson’s knowledge of the Company and its business and management team by virtue of his past service as our President and Chief Executive Officer; his demonstrated business acumen and leadership skills; his understanding of government gained through his experience in state government; and his civic and community involvement.

Damon T. Hininger, age 40,42, has served as a director and our President and Chief Executive Officer since October 2009. From July 2008 until October 2009, Mr. Hininger served as our President and Chief Operating Officer. From 2007 until July 2008, Mr. Hininger served as our Senior Vice President, Federal and Local Customer Relations. Mr. Hininger joined the Company in 1992 and held several positions, including Vice President, Business Analysis and Vice President, Federal Customer Relations before being promoted to Senior Vice President. Mr. Hininger earned a bachelor’s degree from Kansas State University and an M.B.A. from the Jack Massey School of Business at Belmont University.

In making the decision to nominate Mr. Hininger to serve as a director, the Nominating and Governance Committee considered, in addition to the criteria referred to above, his current service as our President

Ms. Alvarado, age 61,63, has served as a director and member of our Audit Committee since December 2003. Ms. Alvarado is the founder and current president of Aguila International, an international business-consulting firm that specializes in human resources and leadership development. She also serves as a director and member of the audit and compensation committees of CSX Corporation, a publicly-traded provider of rail and other transportation services, as a director of Park National Bank, the lead affiliate bank of Park National Corporation, a publicly-held bank holding company, and as a member and the immediate past Chairwoman of the Ohio Board of Regents. Ms. Alvarado has held senior management positions in government, including Deputy Assistant Secretary of Defense with the U.SU.S. Department of Defense and Director of ACTION, the federal domestic volunteer agency. Ms. Alvarado earned both a master’s and a bachelor’s degree in Spanish from Ohio State University, completed doctoral coursework in Latin American Literature at the University of Oklahoma and earned a postgraduate certificate in Financial Management from the Wharton School of Business at the University of Pennsylvania.

In making the decision to nominate Ms. Alvarado to serve as a director, the Nominating and Governance Committee considered, in addition to the criteria referred to above, her understanding of government through her public sector experience; her experience as a public company director and audit committee member; her human resources and leadership development expertise; her civic and community involvement; and her contribution to the Board’s gender and cultural diversity.

Mr. Andrews, age 78,80, has served as a director since August 2000. Mr. Andrews also serves as Chair of our Executive Committee. From August 2000 until July 2008, Mr. Andrews served as Chairman of our Board. Mr. Andrews has been a principal of Kohlberg & Company, a private equity firm specializing in middle market investing, since 1995. He also currently serves as chairman of Katy Industries, Inc., a publicly-traded diversified manufacturing company with consumer and commercial product lines; a director of Black Box Corporation, a publicly-traded provider of information technology infrastructure solutions; a director of Trex Corporation, a publicly-traded producer of decking and railing products; a director of O’Charley’s Inc., a publicly-traded restaurant company; and chairmana director of SVP Holdings, Ltd. and a director of, Central Parking Corporation bothand Thomas Nelson Publishing, all private companies. Mr. Andrews is a graduate of the University of Maryland and received an M.B.AM.B.A. from Seton Hall University.

Mr. Correnti, age 63,65, has served as a director since December 2000 and is a member of our Compensation Committee. Mr. Correnti is the chairman and executive officer of Steel Development Company, a steel development and operations company. Mr. Correnti served as chief executive officer of SeverCorr, LLC,

In making the decision to nominate Mr. Correnti to serve as a director, the Nominating and Governance Committee considered, in addition to the criteria referred to above, his executive leadership experience gained through his service as a chief executive of established and start-up companies, both public and private, and his public company director experience.

Mr. DeConcini, age 72,74, was appointed as a director and member of our Nominating and Governance Committee in February 2008. Mr. DeConcini served as a member of the United States Senate as a Senator from Arizona for three terms (18 years). During his Senate tenure, he served on the Senate Select Committee on Intelligence (as Chairman from 1993 —– 1994), the Judiciary Committee and the Appropriations Committee, and served as rotating Chairman to the Commission on Security and Cooperation in Europe (the Helsinki Commission). He currently is a partner in the law firm DeConcini McDonald Yetwin & Lacy, P.C. in Tuscon,Tucson, Arizona. He also is a member of the Arizona Board of Regents, the governing body for the Arizona State University system, and the boards of directors of both the National and International Centers for Missing and Exploited Children. He also served as county attorney for Pima County, Arizona from 1973 through 1976. Mr. DeConcini served in the United States Army and Reserve from 1959 to 1967. He received his B.A. from the University of Arizona in 1959 and his L.L.B. from the University of Arizona in 1963.

In making the decision to nominate Mr. DeConcini to serve as a director, the Nominating and Governance Committee considered, in addition to the criteria referred to above, his understanding of government, politics and the public sector through his service as a United States Senator, a member of the Arizona Board of Regents and as a registered lobbyist; his understanding of and experience with the State of Arizona, a state where a significant portion of our operations is located; his understanding of corporate governance, legal and compliance matters through his education and background as a lawyer and former prosecutor; and his civic and community involvement.

Mr. Horne, age 72,74, has served as a director since December 2001 and is a member of our Compensation Committee. Mr. Horne served as chairman of Navistar International Corporation from April 1996 to February 2004 and prior to that as Navistar’s president and chief executive officer. Mr. Horne currently serves on the board of directors of Junior Achievement of Chicago. Mr. Horne received his M.S. degree in mechanical engineering from Bradley University in 1964, a B.S. degree in mechanical engineering from Purdue University in 1960, which also awarded him an Honorary Doctor of Engineering degree in May 1998, and is a graduate of the management program at Harvard Graduate School of Business Administration.

In making the decision to nominate Mr. Horne to serve as a director, the Nominating and Governance Committee considered, in addition to the criteria referred to above, his leadership experience as chairman and as chief executive officer of a large, publicly traded industrial company and his extensive educational and business achievements.

Mr. Jacobi, age 68,70, has served as a director and as Chair of the Audit Committee since December 2000. Mr. Jacobi is the owner and president of Stable House, LLC, a private company engaged in residential real estate development. From June 2001 through May 2005, Mr. Jacobi served as the president and chief executive officer and a director of Katy Industries, Inc., a publicly-traded diversified manufacturing company. He is a director and the chairchairman of the audit committeesboard of Sturm, Ruger and Company, Inc., a publicly-traded maker of firearms, a director of Webster Financial Corporation, a publicly-traded banking and financial services company, and Sturm, Ruger and Company, Inc., a publicly-traded maker of firearms, and a director and member of the audit committee of Kohlberg Capital Corporation, a publicly-traded business development company specializing in term loans, mezzanine investments and selected equity positions in middle market companies. Mr. Jacobi is a certified public accountant and holds a B.S. degree from the University of Connecticut.

In making the decision to nominate Mr. Jacobi to serve as a director, the Nominating and Governance Committee considered, in addition to the criteria referred to above, his leadership experience as chief executive officer and chief financial officer of a public company; his extensive experience as a public company director and audit committee member and chairman; and his financial and accounting experience and expertise.

Mr. Marshall, age 53,55, has served as a director and member of the Nominating and Governance Committee since December 2002. Mr. Marshall is a partner in the law firm of Bingham McCutchen LLP in Washington D.C., and a principal in Bingham Consulting Group LLC, a wholly owned subsidiary of Bingham McCutchen LLP that assists business clients with communications, political and legal strategies. Mr. Marshall, the son of the historic Supreme Court Justice Thurgood Marshall, has held appointments in each branch of the federal government, including Cabinet Secretary to President Clinton and Director of Legislative Affairs and Deputy Counsel to Vice President Al Gore. He is a board memberIn November of 2011, Mr. Marshall was appointed as the Chairman of the Board of Governors of the United States Postal Service,Service. In March of 2012, he was appointed to the board of directors of Genesco, a publicly traded specialty retailer. He also serves on the boards of the Ford Foundation and the Supreme Court Historical Society. He serves on the American Bar Association Election Law Committee and the Ethics Oversight Committee of the United States Olympic Committee. Mr. Marshall earned a B.A. in 1978 and a J.D. in 1981 from the University of Virginia, after which he clerked for United States District Judge Barrington D. Parker.

In making the decision to nominate Mr. Marshall to serve as a director, the Nominating and Governance Committee considered, in addition to the criteria referred to above, his understanding of politics and the public sector through his varied government service and consulting work; his understanding of organizational governance and oversight through his service as a director in the public, non-profit and for-profit sectors; his understanding of legal/legal, regulatory and compliance issues through his education and experience as a lawyer; and his contribution to the Board’s cultural diversity.

Mr. Overby, age 63,65, has served as a director since December 2001. Mr. Overby has served as a member of the Audit Committee since February 2002 and as the Chair of the Nominating and Governance Committee since the committee was established in December 2002. From 1997 through 2011, Mr. Overby iswas the chairman and chief executive officer of The Freedom Forum, an independent, non-partisan foundation dedicated to the First Amendment and media issues, and The Diversity Institute. He is alsoas well as chief executive officer of its affiliates, The Diversity Institute and the Newseum, a museum in Washington DC about news and history.history in Washington, D.C. Mr. Overby continues to serve on the Board of Trustees of the Freedom Forum. Mr. Overby is a former Pulitzer Prize-winning editor in Jackson, Mississippi. He worked 16 years for Gannett Co., the nation’s largest newspaper company, in various capacities, including as reporter, editor, and corporate executive. He was vice president for news and communications for Gannett and served on the management committees of Gannett and USA TODAY. Mr. Overby currently serves on the boards of the Horatio Alger Association of Distinguished Americans and the University of Mississippi Foundation.

In making the decision to nominate Mr. Overby to serve as a director, the Nominating and Governance Committee considered, in addition to the criteria referred to above, his executive leadership experience and understanding of corporate governance as chief executive of several non-profit organizations; his understanding of media and public relations through his career as a journalist, print media executive and executive with other media related organizations; his political experience; and his civic and community involvement and leadership.

Mr. Prann, age 59,61, has served as a director and member of the Compensation Committee since December 2000. Mr. Prann’s business experience includes service as the president and chief executive officer of Katy Industries, Inc., as a partner with the accounting firm of Deloitte & Touche and as a director of several private companies. Mr. Prann earned a B.A. in Biology from the University of California, Riverside and an M.B.AM.B.A. from the University of Chicago.

In making the decision to nominate Mr. Prann to serve as a director, the Nominating and Governance Committee considered, in addition to the criteria referred to above, his executive leadership experience as president and chief executive of a public company and his understanding of accounting and finance issues through his education and career.

Mr. Russell, age 69,71, has served as a director since 1999. Mr. Russell is the Chair of the Compensation Committee and a member of the Executive and the Nominating and Governance Committees. Mr. Russell is the co-chairman and co-chief executive officer of Elan-Polo, Inc., a privately-held, world-wide producer and distributor of footwear. Mr. Russell graduated from the University of Tennessee in 1963 with a B.S. in Finance.

In making the decision to nominate Mr. Russell to serve as a director, the Nominating and Governance Committee considered, in addition to the criteria referred to above, his experience as the owner and chief executive officer of a manufacturing company; his familiarity with the Company through his long tenure as a Director; his demonstrated leadership skills as a director and Chair of the Compensation Committee; and his knowledge, experience and judgment with respect to executive compensation issues.

Mr. Wedell, age 68,70, has served as a director and member of the Audit Committee since December 2000. Mr. Wedell is a private investor in Memphis, Tennessee. Prior to his retirement in 1999, Mr. Wedell was the senior vice president of sales of The Robinson Humphrey Co., an investment banking subsidiary of Smith-Barney, Inc., with which he was employed for over 24 years. Mr. Wedell’s business career also includes service as a member of the board of directors of Community Bancshares, Inc. He currently serves on the boards of the Delta Waterfowl FoundationDixon Gallery and Gardens of Memphis, Tennessee and the Exceptional Foundation of West Tennessee. Mr. Wedell earned an M.B.A. from the Tulane University School of Business.

In making the decision to nominate Mr. Wedell to serve as a director, the Nominating and Governance Committee considered, in addition to the criteria referred to above, his understanding of accounting and corporate finance issues through his career in the securities industry; his perspective as a private investor and significant stockholder of the Company; and his civic and community involvement.

The Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2010.2012. Services provided to the Company and its subsidiaries by Ernst & Young LLP in fiscal 20092011 are described below under “Audit and Non-Audit Fees.”

Representatives of Ernst & Young LLP will be present at the Annual Meeting. They will have the opportunity to make a statement if they desire to do so and we expect that they will be available to respond to questions.

Ratification of the appointment of Ernst & Young LLP requires the affirmative vote of a majority of the votes cast by the holders of the shares of common stock voting in person or by proxy at the Annual Meeting. If the Company’s stockholders do not ratify the appointment of Ernst & Young LLP, the Audit Committee will reconsider the appointment and may affirm the appointment or retain another independent accounting firm. If the appointment is ratified, the Audit Committee may in the future replace Ernst & Young LLP as our independent registered public accounting firm if it is determined that it is in the Company’s best interest to do so.

The following table presents fees for audit, audit-related, tax and other services rendered by the Company’s principal independent registered public accounting firm, Ernst & Young LLP, for the years ended December 31, 20092011 and 2008.

Consistent with Section 202 of the Sarbanes-Oxley Act of 2002 and SEC rules regarding auditor independence, our Audit Committee pre-approves all audit and non-audit services provided by our independent registered public accounting firm. In 20082010 and 2009,2011, the Audit Committee approved all fees disclosed under “tax,” “audit-related” and “all other” fees by Ernst & Young in accordance with applicable rules.

The Audit Committee’s Auditor Independence Policy prohibits our independent registered public accounting firm from performing certain non-audit services and any services that have not been approved by the Audit Committee in accordance with the policy and the Section 202 rules. The policy establishes procedures to ensure that proposed services are brought before the Audit Committee for consideration and, if determined by the Committee to be consistent with the auditor’s independence, approved prior to initiation, and to ensure that the Audit Committee has adequate information to assess the types of services being performed and fee amounts on an ongoing basis. The Audit Committee has delegated to its Chair, Mr. Jacobi, the authority to pre-approve services between meetings when necessary, provided that the full Committee is apprised of the services approved at its next regularly scheduled meeting.

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PROPOSAL 3 - ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED

EXECUTIVE OFFICERS

The Company seeks your non-binding advisory vote and asks that you support the compensation of our Named Executive Officers as disclosed in the Compensation Discussion and Analysis section (“CD&A”) and the accompanying tables contained in this Proxy Statement. Because your vote is advisory, it will not be binding on the Board or the Company. However, the Board will review the voting results and take them into consideration when making future decisions regarding executive compensation for our Named Executive Officers. We urge you to read the CD&A, which begins on page 33, and any other sections of this Proxy Statement for additional details on our executive compensation, including our compensation philosophy and objectives and the 2011 compensation of our Named Executive Officers.

As described in detail in the CD&A, our executive compensation programs are designed to ensure that our executive officers are rewarded appropriately for their contributions to the Company and that the overall compensation strategy supports the objectives and values of our organization, as well as stockholder interests. Our programs are designed to attract and maintain executive leadership for the Company that will execute our business strategy, uphold our Company values and deliver results and long-term value to our stockholders. Our goal is to have a substantial portion of executive compensation contingent upon the Company’s performance.

The Compensation Committee continually reviews the compensation programs for our Named Executive Officers to ensure our programs achieve the desired goals of aligning our executive compensation structure with our stockholders’ interests and current market practices. The Compensation Committee also has engaged an independent compensation consultant, PricewaterhouseCoopers LLP, to assist it in reviewing the Company’s compensation strategies and plans.

We believe that our executive compensation programs are structured in the best manner possible to support our company and our business objectives.

Stockholders are being asked to vote on adoption of the following resolution:

RESOLVED: That the stockholders of Corrections Corporation of America approve the compensation of the Company’s Named Executive Officers, as described in the Compensation Discussion and Analysis section and related compensation tables, notes and narrative in the Proxy Statement for the Company’s 2012 Annual Meeting of Stockholders.

The Board of Directors unanimously recommends, on an advisory basis, a vote “FOR” the approval of the Company’s compensation of our Named Executive Officers.

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PROPOSAL 4 - STOCKHOLDER PROPOSAL

REQUESTING BIANNUAL REPORTS TO STOCKHOLDERS DESCRIBING BOARD

OVERSIGHT OF THE COMPANY’S EFFORTS TO REDUCE PRISONER SEXUAL ABUSE

AND INCLUDING STATISTICAL DATA RELATED TO SUCH ALLEGATIONS AT THE

COMPANY’S FACILITIES

The Company has been advised that Alex Friedmann, 5331 Mt. View Road #130, Antioch, Tennessee 37013, a beneficial owner of shares of the Company’s common stock having a market value in excess of $2,000, intends to submit the proposal set forth below at the Annual Meeting:

RESOLVED: That the stockholders of Corrections Corp. of America (“Company”) request that the Board of Directors (“Board”) report to the Company’s stockholders on a bi-annual basis, beginning within ninety days after the 2012 annual meeting of stockholders, excluding proprietary and personal information, on the Board’s oversight of the Company’s efforts to reduce incidents of rape and sexual abuse of prisoners housed in facilities operated by the Company. The reports should describe the Board’s oversight of the Company’s response to incidents of rape and sexual abuse at the Company’s facilities, including statistical data by facility regarding all such incidents during each reporting period.

Supporting Statement:

In 2003, Congress enacted the Prison Rape Elimination Act (PREA) to address the problem of rape and sexual abuse of inmates.

In adopting PREA, Congress found that prison rape is a significant public policy issue, stating, “Prison rape endangers the public safety by making brutalized inmates more likely to commit crimes when they are released… Victims of prison rape suffer severe physical and psychological effects that hinder their ability to integrate into the community… upon their release from prison.”

Although final PREA standards have not been issued by the Department of Justice, the Company has stated its “level of focus on inmate sexual abuse has been voluntary and ongoing” and its “practices, policies and procedures are in compliance and reflect best practices.”¹

Nonetheless, incidents of sexual abuse at facilities operated by the Company continue to occur, demonstrating that the important public policy goal of eliminating sexual abuse of prisoners has not been achieved by the Company.

In a 2008 report, the Justice Department found that the Torrance County Detention Facility, operated by the Company, had the highest rate of sexual victimization among those surveyed.² In October 2011 the ACLU of Texas filed a class-action lawsuit against the Company, alleging that immigrant detainees were sexually assaulted by a CCA employee at the Company’s T. Don. Hutto facility.³

Two states, Kentucky and Hawaii, removed their female prisoners from the Company’s Otter Creek facility following a sex scandal involving Company employees.⁴ Also, the Company has faced litigation as a result of rape and sexual abuse of prisoners, resulting in legal expenses and negative publicity.⁵

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In light of the ongoing occurrence of rape and sexual abuse at the Company’s facilities, stockholders have valid concerns that the Board needs to provide greater oversight of the Company’s efforts to reduce rape and sexual abuse of prisoners. A failure by the Company to adequately address this issue, and the negative publicity, loss of business and litigation that results, constitutes a risk to the Company and a threat to shareholder value.

Reports to stockholders on the Board’s oversight of efforts by the Company to eliminate incidents of rape and sexual abuse will provide transparency, reduce risk to the Company and stockholders, increase investor confidence and further the important public policy goal of reducing sexual abuse of prisoners.

Shareholders are urged to vote FOR this resolution.

The Response of the Board of Directors to the Stockholder Proposal

The Board of Directors believes that adoption of the proposal is NOT in the best interests of the Company or our stockholders and recommends a vote AGAINST the proposal.

The Board bases its recommendation on the following key points:

23Key features of CCA’s sexual abuse prevention program include:

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CCA Has Taken a Leadership Position on Eliminating Prisoner Sexual Abuse

Prisoner sexual abuse is an important public policy and corrections industry issue that affects public and private operators alike, as well as our employees and the prisoners entrusted to our care. With the appointment of the Company’s then-executive vice president and general counsel to the National Prison Rape Elimination Commission (“NPREC”), CCA has taken a leadership position from the beginning of national efforts to address this issue. The NPREC was established by PREA and developed a set of proposed national standards for the prevention of and response to sexual abuse at corrections facilities. Those standards provided the foundation for the proposed regulations that now await final promulgation by the Attorney General.

CCA has publicly supported adoption of enforceable national standards to prevent prisoner sexual abuse,¹ which include standards on reporting prisoner sexual abuse incident and allegation data. CCA also has endeavored to establish a best practice sexual abuse prevention program. CCA’s program includes best practice prisoner reporting methods, prisoner and staff training and awareness initiatives, inmate education, investigation procedures, and audit processes. Interested stockholders can find information about our PREA practices on our website, where we regularly report on PREA initiatives. For example, the article “CCA and PREA: Always Aware, Staying Vigilant” (available athttp://www.insidecca.com/cca-source/cca-prea-always-aware-staying-vigilant) summarizes key features of CCA’s comprehensive approach to raising awareness, enhancing education, and heightening sensitivity about and affirming the Company’s “zero tolerance” approach toward prisoner sexual abuse.

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CCA’s Board Exercises Regular Oversight of the Company’s Efforts to Eliminate Prisoner Sexual Abuse

CCA’s Board of Directors exercises regular oversight with respect to the Company’s efforts to reduce and eliminate prisoner sexual abuse. Since PREA was adopted by Congress in 2003, the Board has monitored CCA’s adoption of policies, procedures, and practices to address the challenges presented by prisoner sexual abuse. The Board of Directors receives a report on a quarterly basis at each regularly scheduled Board meeting regarding PREA matters. Through these reports, the Board continually monitors the effectiveness of the Company’s sexual abuse prevention, detection, and response policies, practices, and training. The Board of Directors also regularly visits correctional facilities operated by CCA where Board members are able to directly observe the Company’s efforts in improving prisoner safety and preventing sexual abuse.

CCA’s Government Partners Exercise Oversight of the Company’s Efforts to Eliminate Prisoner Sexual Abuse

In addition to strong Board and management oversight of our program, our government partners provide an additional layer of oversight and enforcement of related contractual and policy requirements. These enforcement efforts include, among others, regular on-site inspections, agency audits, and joint training initiatives. Further, government and law enforcement officials with oversight and investigatory authority have unfettered access to CCA facilities and the inmates and detainees housed in the Company’s facilities.

Impending DOJ Rulemaking is Expected to Impose Industry-Wide Reporting Requirements on All Corrections and Detention Agencies

Under the Prison Rape Elimination Act of 2003 (“PREA”), the Attorney General is required to promulgate regulations to ensure the prevention, detection, investigation, reporting, and prosecution of prisoner sexual abuse. We believe those regulations, which will eventually govern every state, federal, and local correctional facility, are likely to be issued in the very near future. As noted above, CCA has supported publicly adoption of effective, industry-wide regulations that keep the industry as a whole moving forward on equal footing to eliminate prisoner sexual abuse. CCA is moving swiftly and deliberately to prepare for the implementation of those standards. Those standards will provide the actual framework for PREA compliance, embracing every aspect of prisoner safety from sexual abuse, including comprehensive and standardized reporting.²

As the Department of Justice will soon impose reporting requirements on all corrections and detention agencies through its rulemaking pursuant to PREA, the preemptive adoption of a customized reporting program as the proponent has requested is likely to undermine industry-wide efforts to develop comparable data for use in prevention, detection, investigation, and prosecution of prisoner sexual abuse. The proponent’s request is likely to lead to the adoption of confusing and contradictory reporting practices, inconsistent with those soon to be mandated by the Attorney General.

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Significant Data on CCA and Other Corrections Agencies Already is Publicly Available through the Bureau of Justice Statistics

CCA currently reports statistical data regarding PREA allegations on an annual basis to the BJS for CCA facilities selected by the BJS. The BJS in turn compiles CCA data with comparable data from other corrections providers and makes publicly available an annual report on prisoner sexual abuse. These reports provide detailed statistical data regarding allegations of prisoner sexual abuse at facilities managed by CCA as well as other private and public operators. We believe these reports also allow stockholders and other interested persons a meaningful opportunity to compare CCA with other operators.

The information requested by the proponent would not add meaningfully to information that is already publicly available because it would not, like the BJS reports, provide comparable data for the same time periods and like facilities from other public and private operators. Further, because other operators would not be required to disclose the same level of information, the data could easily be misconstrued or taken out of context and thus be used to the Company’s detriment.

The Proponent is an Anti-Privatization Activist and His Motives in Seeking Data from CCA are Suspect

The proponent is an anti-privatization activist who was incarcerated at a correctional facility operated by CCA for six of his ten years in prison. He now serves in leadership roles with publications and organizations that operate with the goal of criticizing and eliminating partnership prisons. The proponent is an editor of Prison Legal News, through which he regularly publishes stories, press releases, and op-eds that are consistently critical of CCA and its management team. The proponent also serves as president of the Private Corrections Institute, which states that its mission is to disseminate information regarding the purported “dangers and pitfalls of privatization of correctional institutions and services in order to reverse and stop this social injustice” and which describes itself as holding the position that “for-profit prisons have no place in a free and democratic society.”

The Board believes that the proponent’s motives are evidenced by his conduct in connection with this shareholder proposal. The Company is not averse to transparency in this area and, despite the proponent’s history of anti-privatization activism, initiated dialogue with the proponent on the proposal and offered to produce an annual report on Board oversight of the Company’s sexual abuse prevention program. We believe this proposed compromise was reasonable and would substantially achieve the goals of the proposal; however, for the reasons set out above, the Company did not agree to biannual reporting of incident and allegation data. The proponent declined the Company’s offer and made no counterproposal.

The Company proceeded to seek no-action guidance from the Securities and Exchange Commission (“SEC”). We took this step because we do not believe, for the reasons stated in this opposition statement, that the data reporting requested in the proposal is in the best interests of the Company or its stockholders, and also because we believed our offer to publish an annual report on Board oversight in combination with the sexual abuse data published by BJS would amount to substantial implementation of the proposal. The SEC declined to grant no action guidance. The SEC’s decision in this regard is not a judgment on the merits of the proposal, but rather rests on the SEC’s interpretation of its proxy rules.

Rather than engage in further dialogue with the Company, the proponent published a self-serving press release that we believe mischaracterized the Company’s position on sexual abuse prevention, the Company’s argument for no-action relief, and the SEC’s decision on the Company’s no-action request. The Board believes this press release speaks to the proponent’s motives and strategy in submitting this stockholder proposal.³

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The Board also believes that it is reasonable to expect that the proponent, the organizations he represents, and similar organizations would seek to use any information published by the Company, including but not limited to the sexual assault incident data requested in the proposal, with the intent to harm, not benefit, the Company and its stockholders.

For these reasons, the Board of Directors unanimously recommends a vote AGAINST this proposal.

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Todd J Mullenger, age 51,53, has served as an Executive Vice President and our Chief Financial Officer since March 2007. Mr. Mullenger served as our Vice President, Treasurer from January 2001 to March 2007, as Vice President, Finance from August 2000 to January 2001 and prior to that as Vice President, Finance of our predecessor company. Mr. Mullenger graduated from the University of Iowa in 1981 with a B.B.A. degree and later earned an M.B.A. from Middle Tennessee State University.

Richard P. SeiterHarley G. Lappin, age 61,56, has served as an Executive Vice President and our Chief Corrections Officer since January 2005.June 2011. Prior to joining the Company and since 1999,2003, Mr. SeiterLappin served as an associate professor in the DepartmentDirector of Sociology and Criminal Justice at Saint Louis University, St. Louis, Missouri. Mr. Seiter has served as a Warden with the Federal Bureau of Prisons, (Federalthe nation’s largest correctional system, with oversight and management responsibility for 116 federal prisons, 14 large, private contract facilities and more than 250 contracts for community correctional facilities, in total comprising more than 215,000 inmates managed by 38,000 employees. Previously, Mr. Lappin served in a variety of other roles with the Bureau of Prisons beginning in 1985, including Regional Director, Warden of the United States Penitentiary in Indiana, and Warden of the Federal Correctional Institution Greenville, Illinoisin North Carolina, among other positions. Mr. Lappin has a master’s degree in criminal justice from Kent State University and Federal Prison Camp, Allenwood, Pennsylvania), as chief operating officer of Federal Prison Industries and as directoran undergraduate degree from Indiana University. Mr. Lappin has served in leadership roles for numerous professional organizations. Currently, Mr. Lappin is chair of the Ohio DepartmentStandards Committee of Rehabilitation and Correction. Mr. Seiter has authored two textbooks on corrections, Corrections: An Introduction (2005) andthe American Correctional Administration: Integrating Theory and Practice (2002), both published by Prentice Hall, and has served as editor of Corrections Management Quarterly. Mr. Seiter holds a B.S. in Business Administration and a Ph.D. in Public Administration from Ohio State University.

Brian D. Collins, age 52,54, has served as our Executive Vice President and Chief Human Resources Officer since September 14, 2009. Prior to this appointment and since June 2006, Mr. Collins served as a Vice President, Operations, with responsibility for oversight of all aspects of the operations of one of the Company’s three operational business units. Prior to joining the Company, Mr. Collins served for 25 years in a variety of roles with Wal-Mart Stores, Inc., including personnel training and development, field operations and support management. Mr. Collins holds a Bachelor of Business Administration from the University of Arkansas at Pine Bluff.

This section of the Proxy Statement discusses the objectives and elements of our compensation programs and the compensation awarded to our Named Executive Officers, or NEOs, in 2009.2011. This information should be read in conjunction with the Summary Compensation Table and the related tables and narratives that follow in this Proxy Statement. Based on SEC proxy disclosure rules, the following individuals were our Named Executive Officers for the fiscal year ended December 31, 2009:2011:

Executive Summary. The fundamental objectives of our compensation policies are to attract and retain executive leadership for the Company that will execute our business strategy, uphold our Company values and deliver results and long-term value to our stockholders. We seek to accomplish these goals in a manner that ties a substantial portion of each executive officer’s compensation to the Company’s performance by rewarding executive officers for significant growth in earnings per share (“EPS”). We use EPS as the measure because we believe there is a strong relationship between EPS growth and growth in stockholder value. Our 2011 EPS targets were established in consultation with our independent compensation consultant, PricewaterhouseCoopers LLP (“PwC”).

PwC also conducts competitive analyses from time to time at the request of our Compensation Committee (the “Committee”) in order to analyze our performance and executive compensation against a peer group of companies. These analyses have assisted the Committee in determining if compensation strategies and plans are advisable based on the Company’s current financial position and strategic goals, as well as developments in corporate governance and compensation design. The primary components of our compensation program are cash compensation, consisting of a mix of base salary and cash incentive plan compensation, and equity incentives, consisting of stock options with time-based vesting and restricted stock with performance-based vesting.

In the most recent competitive analysis conducted in 2011, PwC concluded that the Company’s performance was high relative to peer companies when evaluated over one, three and five year time periods, while our senior management compensation levels were consistent with the competitive 50^th percentile. We believe PwC’s competitive analysis supports a conclusion that our executive compensation policies are delivering value to our shareholders while positioning CCA to attract and retain effective executive leadership.

Despite a challenging economic environment, the Company delivered strong financial results for fiscal 2011. We believe certain key compensation decisions with respect to 2011, together with our performance during 2011, support the soundness of our executive compensation policies and our Compensation Committee’s decision-making processes. Key compensation decisions and outcomes for 2011 included the following:

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Our balance of long- and short-term incentives is an important component of our compensation structure and philosophy. This balance is reflected in our use of different types of equity compensation awards that provide a balance of incentives, our stock ownership guidelines designed to align the incentives of our executives with our stockholders and discourage excessive risk taking, and other concepts of our compensation programs, including our executive compensation program, which are all designed to motivate our executives, including our NEOs, to substantially contribute individually and collaboratively to the Company’s long-term, sustainable growth.

Overview of Compensation Process.The Compensation Committee of the Company’s Board of Directors (the “Committee”) consists solely of “non-employee directors” as defined by SEC rules, “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, and “independent directors” as defined by NYSE listing standards, in each case as determined by our Board of Directors. In addition to a determination of independence, the Nominating and Governance Committee of our Board recommends Committee membership based on the knowledge, experience and skills that it deems appropriate in order to adequately perform the responsibilities of the Committee. Mr. Prann, Mr. Russell, Mr. Horne and Mr. Correnti are the current members of the Committee, with Mr. Russell serving as the Committee’s Chair.

The Committee is responsible for setting the compensation of the Company’s executive officers, overseeing the Board’s evaluation of the performance of our executive officers and administering the Company’s equity-based incentive plans, among other things. The Committee undertakes these responsibilities pursuant to a written charter adopted by the Committee and the Board, which is reviewed at least annually by the Committee. During the fiscal year ended December 31, 2009,2011, no changes were made to the Committee’s charter. The charter may be viewed in full on the Company’s website,www.correctionscorp.comwww.cca.com (under “Corporate Governance” on the Investors page).

The Committee annually reviews executive compensation and the Company’s compensation policies to ensure that the Chief Executive Officer and the other executive officers are rewarded appropriately for their contributions to the Company and that the overall compensation strategy supports the objectives and values of our organization, as well as stockholder interests. The Committee conducts this review and makes compensation decisions through a comprehensive process involving a series of meetings primarily occurring in the first and second quarters. Committee meetings typically are attended by the Committee members, the Committee’s compensation consultant and legal advisors, the Company’s Chairman and the Company’s Chief Executive Officer. As with all Board committees, other Board members also have a standing invitation to attend the Committee’s meetings. The Committee meets in executive session to the extent the members deem necessary or appropriate to ensure independence. Additional information regarding Committee meetings is included above under “Corporate Governance —– Board of Director Meetings and Committees.”

The Committee’s goal is to have a substantial portion of each executive officer’s compensation contingent upon the Company’s performance, as well as upon his or her individual performance. The Committee’s compensation philosophy for an executive officer emphasizes an overall analysis of the executive’s performance for the year, projected role and responsibilities, impact on execution of Company strategy, external pay practices, total cash and total direct compensation positioning relative to other Company executives and other factors the Committee deems appropriate. Our philosophy also considers employee retention, vulnerability to recruitment by other companies and the difficulty and costs associated with replacing executive talent. Based on these objectives, the Committee has determined that our Company should provide its executives with compensation packages comprised of three primary elements: (i) base salary, which takes individual performance into account and is designed to be competitive with median salary levels in an appropriate peer group; (ii) annual variable performance awards, payable in cash and based on the financial performance of the Company, in accordance with the goals established by the Committee; and (iii) long-term stock-based incentive awards which strengthen the commonality of interests between executive officers and our stockholders. (Benefits and perquisites play a negligible role in our executives’ total compensation packages.) The Committee believes that as a result of our Company’s balance of long- and short-term incentives, our use of different types of equity compensation awards that provide a balance of incentives and our stock ownership guidelines, our compensation programs, including our executive compensation program, doesdo not encourage our management to takeunnecessary or unreasonable risks relatingrisk taking with respect to our business.

Role of Compensation Consultant. Beginning in 2000 and continuing into 2010,2012, the Committee has engaged PricewaterhouseCoopers LLP (“PwC”)PwC to assist it in reviewing the Company’s compensation strategies and plans. At the Committee’s request, PwC has performed several analyses, including peer and market comparisons, internal pay equity, updating of the executive salary structure and modeling of executive compensation levels at different levels of Company performance. TheseWhile not used to benchmark our compensation, these analyses have assisted the Committee in determining if such strategies and plans were advisable based on the

At the request of the Committee, in early 2008January 2010 PwC reexaminedrefreshed the peer group of business services companies that the Company had been using since 20032008 for executive compensation benchmarking purposescomparison purposes. The update relied on the same criteria that had been used in 2008, as follows:

As a result of the update, two companies were deleted from the peer group continued to provide appropriate comparisons for such purposes. Based on its analysis, PwC suggested including(Convergys Corporation and Manor Care Inc.), three companies in other industries with strategies that resemble the Company’s strategy of building, owningwere added (Hyatt Hotels Corporation, Penn National Gaming Inc. and managing prison facilities. Accordingly, PwCTenet Healthcare Corporation), and the Committee developed a newone company was acquired (Psychiatric Solutions, Inc.), resulting sixteen-company peer group for purposes of companies that, like the Company, generally met most of the following criteria: