CXW

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

5501 Virginia Way

Brentwood, Tennessee

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))

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Enhance procedural mechanics and disclosure requirements in connection with stockholder proposals of business and nominations of directors made in connection with annual and special meetings of stockholders by, including, without limitation:

Requiring that the stockholder proponent must provide certain additional information to the Company (i) regarding the business to be proposed by the proponent, including providing disclosure regarding the text of any resolutions intended to be presented at the meeting and any agreement between such proponent and other persons with respect to the business being proposed; and (ii) regarding such proponent (including associated persons) in connection with the proposal, including requiring the proponent to provide the same type of information that would be required if the proponent were making a director nomination as referenced below.

Requiring that the stockholder proponent must provide certain additional information to the Company regarding such proponent (including associated persons) in connection with such nomination, including providing disclosure regarding all direct or indirect economic interests held by the proponent in the securities of the Company (including derivative instruments), a representation whether the proponent (or qualified representative) intends to appear at the meeting to propose the nomination, and any additional information regarding the proponent as may be reasonably requested by the Company.

Requiring that the stockholder proponent must provide certain additional information to the Company regarding the nominee in connection with such nomination, including providing disclosure regarding all information with respect to the nominee that would be required if the nominee were a stockholder proposing a nomination, any direct or indirect compensation and other material involving the nominee (including associated persons) and the proponent regarding the nomination, and any additional information regarding the nominee as may reasonably be requested by the Company.

Requiring a stockholder who gave notice of any nomination to be brought before a meeting of stockholders to update and supplement such notice, if necessary, to ensure the information required by the advance notice bylaws remains accurate, and to require that any additional information requested by the Company pursuant to the advance notice bylaws must be delivered not later than five business days after any such request has been delivered.

Adding a requirement that any stockholder submitting a nomination notice make a representation as to whether such stockholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Clarifying that, unless required by applicable law, if, after such stockholder provides notice pursuant to Rule 14a-19(b) under the Exchange Act and subsequently fails either to comply with the requirements of Rule 14a-19(a)(2) or (3) under the Exchange Act or to provide documentation reasonably satisfactory to the Company that such stockholder has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act (upon request by the Company), then such nomination will be disregarded and no vote on such nominee proposed by such stockholder will occur.

Providing that the number of nominees proposed by stockholders submitting a nomination notice may not exceed the number of directors to be elected at the relevant meeting of stockholders.

Requiring a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white.

Include a severability provision.

Make various other updates, including clarifying, technical, ministerial and conforming changes.

Financial Statements and Exhibits.

    /s/ David Garfinkle