CXW CoreCivic Inc

On May 16, 2019, the Company held its 2019 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting there were present in person or represented by proxy 110,697,244 shares of the Company’s common stock, which represented approximately 93.0% of the 119,067,887 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 ten 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, 2019; and (iii) approved on an advisory basis the compensation of the Company’s 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 set forth below.

Proposal 1 : The eleven nominees for director received the number of votes reported below:

Accordingly, Ms. Alvarado, Mr. Emkes, Mr. Hininger, Ms. Hylton, Mr. Lappin, Ms. Mariucci, Mr. Marshall, Mr. Murphy, Mr. Overby and Mr. Prann were elected to serve until the Company’s 2020 Annual Meeting of Stockholders and until their respective successor is duly qualified and elected.

Mr. Dennis did not receive a majority of the votes cast at the Annual Meeting and, in accordance with the Company’s Ninth Amended and Restated Bylaws, tendered his resignation to the Board, with the effectiveness of such resignation being conditioned on the Board’s acceptance of such resignation. The Company believes that Mr. Dennis’s failure to receive the support of a majority of votes cast for his reelection was due to his service as the Chief Executive Officer and director of a publicly traded company, his service on the Board and his service on the board of directors of one additional publicly traded company, which resulted in a concern among shareholders holding a significant number of shares of the Company’s common stock. The Board will consider Mr. Dennis’ tendered resignation, as well as the recommendation of the Company’s Nominating and Governance Committee regarding whether to accept or reject the tendered resignation, or whether other action is recommended, and, no later than August 14, 2019 (90 days from the date of certification of the election results), the Company will publicly disclose the decision of the Board as to whether to accept or reject the tendered resignation and the rationale behind such decision through the filing of a Current Report on Form 8-K.

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, 2019:

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