Current Report Filing (8-k)
May 12 2016 - 5:28PM
Edgar (US Regulatory)
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 12, 2016
Corrections Corporation of America
(Exact name of registrant as specified in its charter)
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Maryland
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001-16109
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62-1763875
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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10 Burton Hills Boulevard,
Nashville, Tennessee
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37215
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(Address of principal executive offices)
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(Zip Code)
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(615) 263-3000
(Registrants 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):
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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Corrections Corporation of America (the
Company) held its Annual Meeting of Stockholders (the Annual Meeting) on May 12, 2016 and there were present in person or represented by proxy 112,672,830 shares of the Companys common stock representing 95.9% of
the 117,460,831 shares of the Companys common stock outstanding and entitled to vote at the Annual Meeting.
At the Annual Meeting, the
Companys stockholders (i) elected nine directors to the Companys Board of Directors (ii) ratified the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal
year ending December 31, 2016 and (iii) approved the compensation of the Companys named executive officers. The number of votes For, Against and Abstain as well as the number of broker non-votes
for each proposal were as follows:
Proposal 1
: The election of Damon T. Hininger, Donna M. Alvarado, Robert J. Dennis, C. Michael Jacobi,
Anne L. Mariucci, Mark A. Emkes, Thurgood Marshall, Jr., Charles L. Overby and John R. Prann, Jr. to serve as members of the Companys Board of Directors until the next annual meeting of stockholders and until their successors are duly elected
and qualified:
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Nominee
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For
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Against
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Abstain
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Broker
Non-Votes
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Damon T. Hininger
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103,275,712
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716,232
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57,671
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8,623,215
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Donna M. Alvarado
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103,747,445
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245,526
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56,644
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8,623,215
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Robert J. Dennis
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100,538,106
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3,454,218
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57,291
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8,623,215
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C. Michael Jacobi
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93,277,914
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10,737,838
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33,863
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8,623,215
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Anne L. Mariucci
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103,898,084
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94,571
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56,960
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8,623,215
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Mark A. Emkes
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103,349,769
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642,211
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57,635
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8,623,215
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Thurgood Marshall, Jr.
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103,244,345
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771,675
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33,595
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8,623,215
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Charles L. Overby
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103,279,831
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712,719
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57,065
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8,623,215
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John R. Prann, Jr.
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103,130,436
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862,896
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56,283
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8,623,215
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Proposal 2
: Ratification of the appointment of Ernst & Young LLP as the Companys independent
registered public accounting firm for the fiscal year ending December 31, 2016:
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For
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Against
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Abstain
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Broker Non-Votes
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111,760,651
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868,744
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43,435
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Proposal 3
: An advisory vote to approve the compensation paid to the Companys named executive officers:
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For
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Against
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Abstain
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Broker Non-Votes
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102,406,128
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1,560,843
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82,644
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8,623,215
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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: May 12, 2016
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CORRECTIONS CORPORATION OF AMERICA
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By:
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/s/ David M. Garfinkle
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David M. Garfinkle
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Executive Vice President and Chief Financial Officer
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