CoreCivic (CXW) 8-K Departure of Directors or Certain Officers

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): May 18, 2020 (May 14, 2020)

CoreCivic, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-16109	62-1763875
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5501 Virginia Way Brentwood, Tennessee	37027
(Address of principal executive offices)	(Zip Code)

(615) 263-3000

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

☐ 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	CXW	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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 14, 2020, CoreCivic, Inc. (the “Company”) held its 2020 annual meeting of stockholders (the “Annual Meeting”) via live webcast. At the Annual Meeting, the Company’s stockholders approved the CoreCivic, Inc. 2020 Stock Incentive Plan (the “2020 Plan”). The results of the stockholder vote on the 2020 Plan are set forth below under Item 5.07 of this Current Report on Form 8-K.

A description of the 2020 Plan was included as part of “Proposal 4 - Approval of the CoreCivic, Inc. 2020 Stock Incentive Plan” in the Company’s Revised Definitive Proxy Statement that was filed with the Securities and Exchange Commission on April 15, 2020 and is incorporated herein by reference. Such description is qualified in its entirety by reference to the text of the 2020 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

At the Annual Meeting there were present in person or represented by proxy 106,040,128 shares of the Company’s common stock, which represented approximately 88.64% of the 119,628,697 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting.

At the Annual Meeting, the Company’s stockholders (i) elected eleven directors to the Company’s Board of Directors (the “Board”); (ii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020; (iii) approved on an advisory basis the compensation of the Company’s named executive officers; and (iv) approved the 2020 Plan. The number of votes “For”, “Against” and “Abstain,” as well as the number of broker non-votes, for each proposal were as set forth below.

Proposal 1 : The election of Donna M. Alvarado, Robert J. Dennis, Mark A. Emkes, Damon T. Hininger, Stacia A. Hylton, Harley G. Lappin, Anne L. Mariucci, Thurgood Marshall, Jr., Devin I. Murphy, Charles L. Overby and John R. Prann, Jr. to serve as members of the Company’s Board until the next annual meeting of stockholders and until their respective successors are duly elected and qualified:

Nominee	For		Against		Abstain		Broker Non-Votes
Donna M. Alvarado		83,090,103		2,204,096		327,629		20,418,300
Robert J. Dennis		77,588,633		7,696,082		337,113		20,418,300
Mark A. Emkes		67,414,738		17,869,037		338,053		20,418,300
Damon T. Hininger		83,989,377		1,299,267		333,184		20,418,300
Stacia A. Hylton		67,261,870		18,020,587		339,371		20,418,300
Harley G. Lappin		81,413,418		3,853,115		355,295		20,418,300
Anne L. Mariucci		80,583,707		4,705,293		332,828		20,418,300
Thurgood Marshall, Jr.		66,997,731		18,320,561		303,536		20,418,300
Devin I. Murphy		84,108,311		1,170,798		342,719		20,418,300
Charles L. Overby		65,967,547		19,316,036		338,245		20,418,300
John R. Prann, Jr.		83,049,415		2,223,710		348,703		20,418,300

Proposal 2 : Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020:

For		Against		Abstain		Broker Non-Votes
	104,212,145		1,592,559		235,424		—

Proposal 3 : An advisory vote to approve the compensation paid to the Company’s named executive officers:

For		Against		Abstain		Broker Non-Votes
	82,517,690		2,114,615		989,523		20,418,300

Proposal 4 : Approval of the 2020 Plan:

For		Against		Abstain		Broker Non-Votes
	78,343,174		6,851,669		426,985		20,418,300

Item 8.01 Other Events.

During the Annual Meeting the Company announced that, following productive discussions with the Service Employees International Union (“SEIU”) regarding SEIU’s stockholder proposal that encouraged the Company to consider human rights experience and expertise among the other factors it considers when nominating an individual to serve as a director on the Board, the Company and SEIU reached a constructive agreement to incorporate such consideration into the Company’s Corporate Governance Guidelines. The Company’s Corporate Governance Guidelines are available to view on the Company’s website.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1	CoreCivic, Inc. 2020 Stock Incentive Plan
104	Cover Page Interactive Data File (the cover page XBRL tags are imbedded in the Inline XBRL document)

SIGNATURE

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: May 18, 2020	CORECIVIC, INC.
	By:	/s/ David Garfinkle
		David Garfinkle Executive Vice President and Chief Financial Officer