CXW CoreCivic Inc

 

 

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): August 15, 2014 (August 14, 2014)

 

 

Corrections Corporation of America

(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.)

10 Burton Hills Boulevard, Nashville, Tennessee 37215

(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))

 

 

 

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

On August 14, 2014, the Board of Directors of Corrections Corporation of America (the “Company”) appointed Mr. Mark A. Emkes to serve as a member of the Company’s Board of Directors (the “Board”), effective immediately, until the Company’s 2015 Annual Meeting of Stockholders and until his successor is duly elected and qualified.

In connection with Mr. Emkes’ appointment to the Board, Mr. Emkes received an initial grant of 1,484 shares of the Company’s restricted stock units. The restricted stock units were issued pursuant to the Company’s Amended and Restated 2008 Stock Incentive Plan and are subject to an individual award agreement, the form of which was filed previously with the Securities and Exchange Commission. Mr. Emkes will serve on the Compensation Committee and the Nominating and Governance Committee of the Board. There were no arrangements or understandings between Mr. Emkes and any other persons pursuant to which he was selected as a director. In addition, Mr. Emkes is not a party to any transaction, or any proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Emkes will be compensated for his service according to the Company’s policy for non-employee directors. A description of the compensation payable to members of the Company’s non-employee directors was included in the Company’s Definitive Proxy Statement on Schedule 14A, filed on April 3, 2014.

Mr. Emkes, 61, began his career at the Firestone Tire and Rubber Company in 1975. From 1979 to 2000, Mr. Emkes held various management positions in the Middle East, Europe and South America. After returning to the United States in 2000, Mr. Emkes was named President of Bridgestone Firestone Latin America. In September 2002, Mr. Emkes was promoted to Chairman, CEO and President of Bridgestone Firestone North American Tire, LLC while serving concurrently as a member of the Board of Directors of the parent company, Bridgestone Americas Holding, Inc. In April 2004, Mr. Emkes was promoted to Chairman and CEO of Bridgestone Americas Holdings, Inc. and was elected as a member of the Board of Directors of the Tokyo-based Bridgestone Corporation, a position from which he retired in February 2010. Mr. Emkes holds a Bachelor of Arts degree in economics from Indiana’s DePauw University and a master of business administration degree from the Thunderbird School of Global Management, located in Glendale, Arizona.

Mr. Emkes has served as President of the Middle Tennessee Council of the Boy Scouts of America, on the Board of Directors of the Community Foundation of Middle Tennessee, and on the Advisory Board of Habitat for Humanity, Nashville Chapter. He also was Chairman of Nashville’s 2010 Heart Walk and is a member of CEOs Against Cancer, Tennessee Chapter. Mr. Emkes currently serves on the boards of Greif, Inc., First Horizon National Corporation and Clarcor, Inc. Mr. Emkes was the 2011 recipient of the Jennings A. Jones Champion of Free Enterprise Award and in October 2012 was inducted into the Nashville Business Hall of Fame.

In connection with Mr. Emkes’ appointment to the Board, the Company intends to enter into an Indemnification Agreement (the “Indemnification Agreement”) with Mr. Emkes in the form disclosed in the Company’s public filings and previously approved by the Board, as referenced below. Pursuant to the terms of the Indemnification Agreement, the Company will be required to indemnify and advance expenses to Mr. Emkes to the maximum extent permitted by Maryland law, except as otherwise provided in the Indemnification Agreement, if he is or is threatened to be made a party to a proceeding by reason of his status as a director of the Company. The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Indemnification Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File no. 001-16109), filed with the Commission on August 18, 2009 and which is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On August 14, 2014, the Company issued a press release announcing the appointment of Mr. Emkes to the Board. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) The following exhibit is furnished as part of this Current Report:

 

Exhibit 99.1		–		Press Release dated August 14, 2014

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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: August 15, 2014				CORRECTIONS CORPORATION OF AMERICA
				By:		/s/ Steven E. Groom
						Steven E. Groom Executive Vice President, General Counsel and Corporate Secretary

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EXHIBIT INDEX

 

Exhibit		Description
99.1		Press Release dated August 14, 2014

Exhibit 99.1

 

News Release

Contact:        Investors - Karin Demler, (615) 263-3005

    Media - Steve Owen, (615) 263-3107

CCA APPOINTS MARK A. EMKES TO ITS BOARD OF DIRECTORS

NASHVILLE, TENN. – August 14, 2014 – CCA (Corrections Corporation of America) (NYSE: CXW), America’s largest owner of partnership correctional and detention facilities, announced today that Mark A. Emkes, has been appointed as an independent member of CCA’s Board of Directors, increasing the membership to twelve directors.

“We are very pleased to announce Mark Emkes as our newest board member. CCA is strongly committed to finding the best people to lead our company,” said John Ferguson, Chairman of CCA’s Board of Directors. “Mark brings significant experience in leading a large international manufacturing, distribution and sales company as well as unique experience having served a period of time in state government. We believe his experience, knowledge and leadership will be an asset in overseeing management’s initiatives and will benefit our organization for years to come.”

Mark Emkes, age 61, began his career at the Firestone Tire and Rubber Company in 1975. From 1979 to 2000, Emkes’ career at Firestone took him overseas, holding various management positions in the Middle East, Europe and South America. After returning to the United States in 2000, Emkes was named President of Bridgestone Firestone Latin America. In September 2002, Emkes was promoted to Chairman, CEO and President of Bridgestone Firestone North American Tire, LLC while serving concurrently as a member of the Board of Directors of the parent company, Bridgestone Americas Holding, Inc. In April 2004, Emkes was promoted to Chairman and CEO of Bridgestone Americas Holdings, Inc. and was elected as a member of the Board of Directors of the Tokyo-based Bridgestone Corporation, a position from which he retired in February 2010.

Shortly after retiring from Bridgestone, Tennessee Governor Bill Haslam asked Emkes to serve as Commissioner of Finance and Administration for the State of Tennessee. Emkes served in that capacity until his retirement from state government in May 2013.

Emkes has served as President of the Middle Tennessee Council of the Boy Scouts of America, on the Board of Directors of the Community Foundation of Middle Tennessee, and on the Advisory Board of Habitat for Humanity, Nashville Chapter. He also was Chairman of Nashville’s 2010 Heart Walk and is a member of CEOs Against Cancer, Tennessee Chapter. Emkes currently serves on the boards of Greif, Inc., First Horizon National Corporation and Clarcor, Inc.

Emkes was the 2011 recipient of the Jennings A. Jones Champion of Free Enterprise Award and in October 2012 was inducted into the Nashville Business Hall of Fame.

Emkes holds a bachelor of arts degree in economics from Indiana’s DePauw University and a master of business administration degree from the Thunderbird School of Global Management, located in Glendale, Arizona.

About the Company

CCA, a publicly traded real estate investment trust (REIT), is the nation’s largest owner of partnership correction and detention facilities and one of the largest prison operators in the United States, behind only the federal government and three states. We currently own or control 52 correction and detention facilities and manage 12 additional facilities owned by our government partners, with a total design capacity of approximately 84,500 beds in 19 states and the District of Columbia. CCA specializes in owning, operating and managing prisons and other correctional facilities and providing inmate residential, community re-entry and prisoner transportation services for governmental agencies. In addition to providing the fundamental residential services relating to inmates, our facilities offer a variety of rehabilitation and educational programs, including basic education, faith-based services, life skills and employment training and substance abuse treatment.

CCA takes no responsibility for updating the information contained in this press release following the date hereof to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events or for any changes or modifications made to this press release.