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 16, 2022 (May
12, 2022)
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 12, 2022, CoreCivic, Inc. (the “Company”) held its 2022
annual meeting of stockholders (the “Annual Meeting”) via live
webcast. At the Annual Meeting, the Company’s stockholders approved
the CoreCivic, Inc. Amended and Restated 2020 Stock Incentive Plan
(the “Amended Plan”). The results of the stockholder vote on the
Amended Plan are set forth below under Item 5.07 of this Current
Report on Form 8-K.
A description of the Amended Plan was included as part of “Proposal
4 - Approval of the CoreCivic, Inc. Amended and Restated 2020 Stock
Incentive Plan” in the Company’s Definitive Proxy Statement that
was filed with the Securities and Exchange Commission on March 30,
2022 and is incorporated herein by reference. Such description is
qualified in its entirety by reference to the text of the Amended
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 106,855,480 shares of the Company’s common stock, which
represented approximately 88.04% of the 121,369,554 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, 2022; (iii) approved on an advisory basis the
compensation of the Company’s named executive officers; and (iv)
approved the Amended 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 ten
nominees for director received the number of votes reported
below:
|
Nominee
|
|
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker
Non-Votes
|
|
|
Donna
M. Alvarado
|
|
|
81,772,586
|
|
|
|
11,819,971
|
|
|
|
52,439
|
|
|
|
13,210,484
|
|
|
Robert
J. Dennis
|
|
|
92,006,845
|
|
|
|
1,539,101
|
|
|
|
99,050
|
|
|
|
13,210,484
|
|
|
Mark
A. Emkes
|
|
|
82,133,946
|
|
|
|
11,460,776
|
|
|
|
50,274
|
|
|
|
13,210,484
|
|
|
Damon
T. Hininger
|
|
|
92,293,186
|
|
|
|
1,247,406
|
|
|
|
104,404
|
|
|
|
13,210,484
|
|
|
Stacia
A. Hylton
|
|
|
82,232,549
|
|
|
|
11,362,174
|
|
|
|
50,273
|
|
|
|
13,210,484
|
|
|
Harley
G. Lappin
|
|
|
92,059,242
|
|
|
|
1,477,880
|
|
|
|
107,874
|
|
|
|
13,210,484
|
|
|
Anne
L. Mariucci
|
|
|
88,110,667
|
|
|
|
5,439,081
|
|
|
|
95,248
|
|
|
|
13,210,484
|
|
|
Thurgood Marshall, Jr.
|
|
|
82,182,814
|
|
|
|
11,409,861
|
|
|
|
52,321
|
|
|
|
13,210,484
|
|
|
Devin
I. Murphy
|
|
|
92,571,642
|
|
|
|
976,468
|
|
|
|
96,886
|
|
|
|
13,210,484
|
|
|
John
R. Prann, Jr.
|
|
|
91,334,663
|
|
|
|
2,212,984
|
|
|
|
97,349
|
|
|
|
13,210,484
|
|
Accordingly, Ms. Alvarado, Mr. Dennis, Mr. Emkes, Mr. Hininger, Ms.
Hylton, Mr. Lappin, Ms. Mariucci, Mr. Marshall, Mr. Murphy and Mr.
Prann were elected to serve until the Company’s 2023 Annual Meeting
of Stockholders and until their respective successor is duly
qualified and elected.
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, 2022:
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
|
105,317,192
|
|
1,472,187
|
|
66,101
|
|
—
|
Proposal
3: An advisory
vote to approve the compensation paid to the Company’s named
executive officers:
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
|
91,234,176
|
|
2,136,537
|
|
274,283
|
|
13,210,484
|
Proposal
4: Approval of
the Amended Plan:
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
|
90,993,011
|
|
2,382,586
|
|
269,399
|
|
13,210,484
|
|
Item 9.01 |
Financial Statements and
Exhibits.
|
(d) Exhibits
|
10.1 |
CoreCivic, Inc. Amended and Restated 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 16, 2022
|
CORECIVIC, INC.
|
|
|
|
|
|
|
|
By:
|
|
/s/ David Garfinkle
|
|
|
|
|
David Garfinkle
Executive Vice President and Chief Financial Officer
|