CXW CoreCivic Inc

On November 2, 2018, the Board of Directors of CoreCivic, Inc., a Maryland corporation (the “Company”), in accordance with the Company’s Ninth Amended and Restated Bylaws, expanded the size of the Company’s Board of Directors (the “Board”) to eleven members and appointed Mr. Devin I. Murphy (“Mr. Murphy”) to serve as a member of the Board, effective November 6, 2018, until the Company’s 2019 Annual Meeting of Stockholders and until his successor is duly elected and qualified. The Board has determined that Mr. Murphy is independent within the meaning of the New York Stock Exchange listing standards as currently in effect. There were no arrangements or understandings between Mr. Murphy and any other persons pursuant to which he was selected as a director. In addition, Mr. Murphy 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. Murphy will be compensated in accordance with the Company’s previously disclosed compensation programs for non-employee directors as described in the Proxy Statement on Schedule 14A for the Company’s 2018 Annual Meeting of Stockholders. Mr. Murphy will serve on the Audit Committee of the Board.

Mr. Murphy, age 58, is Chief Financial Officer, Treasurer and Secretary of Phillips Edison & Company, an owner and operator of grocery anchored shopping centers. He previously served as Vice Chairman of Investment Banking at Morgan Stanley. He began his real estate career in 1986 when he joined the real estate group at Morgan Stanley as an associate. Prior to rejoining Morgan Stanley in June 2009, Mr. Murphy was a managing partner of Coventry Real Estate Advisors, a real estate private equity firm, which sponsors institutional investment funds that acquire and develop retail properties. Before joining Coventry, Mr. Murphy served as global head of real estate investment banking for Deutsche Bank Securities, Inc. Mr. Murphy was with Morgan Stanley for 15 years before joining Deutsche Bank. He held a number of senior positions at Morgan Stanley including co-head of U.S. real estate investment banking and head of the private capital markets group. Mr. Murphy is an advisory director of Hawkeye Partners, a real estate private equity firm headquartered in Austin, Texas, and of Trigate Capital, a real estate private equity firm headquartered in Dallas, Texas.

In connection with Mr. Murphy’s appointment to the Board, the Company intends to enter into an Indemnification Agreement (the “Indemnification Agreement”) with Mr. Murphy substantially 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. Murphy 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, filed with the Securities and Exchange Commission on August 18, 2009 and which is incorporated herein by reference.