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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/20/24 CoreCivic, Inc. 10-K 12/31/23 97:17M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 5.06M
2: EX-4.16 Instrument Defining the Rights of Security Holders HTML 44K
3: EX-21.1 Subsidiaries List HTML 29K
4: EX-22.1 Published Report re: Matters Submitted to a Vote HTML 29K
of Security Holders
5: EX-23.1 Consent of Expert or Counsel HTML 29K
10: EX-97 Clawback Policy re: Recovery of Erroneously HTML 65K
Awarded Compensation
6: EX-31.1 Certification -- §302 - SOA'02 HTML 33K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 32K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 28K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 28K
12: R1 Document and Entity Information HTML 98K
13: R2 Consolidated Balance Sheets HTML 124K
14: R3 Consolidated Balance Sheets (Parenthetical) HTML 50K
15: R4 Consolidated Statements of Operations HTML 95K
16: R5 Consolidated Statements of Cash Flows HTML 130K
17: R6 Consolidated Statements of Cash Flows HTML 27K
(Parenthetical)
18: R7 Consolidated Statements of Stockholders' Equity HTML 86K
19: R8 Organization and Operations HTML 31K
20: R9 Summary of Significant Accounting Policies HTML 96K
21: R10 Goodwill HTML 30K
22: R11 Real Estate and Related Assets HTML 53K
23: R12 Leases HTML 58K
24: R13 Real Estate Transactions HTML 76K
25: R14 Investment in Affiliate HTML 33K
26: R15 Other Assets HTML 65K
27: R16 Accounts Payable, Accrued Expenses and Other HTML 81K
Long-Term Liabilities
28: R17 Debt HTML 120K
29: R18 Deferred Revenue HTML 36K
30: R19 Income Taxes HTML 143K
31: R20 Stockholders' Equity HTML 63K
32: R21 Earnings Per Share HTML 78K
33: R22 Commitments and Contingencies HTML 55K
34: R23 Segment Reporting HTML 164K
35: R24 Subsequent Events HTML 31K
36: R25 Schedule Iii - Real Estate Assets and Accumulated HTML 591K
Depreciation
37: R26 Insider Trading Arrangements HTML 32K
38: R27 Summary of Significant Accounting Policies HTML 141K
(Policies)
39: R28 Summary of Significant Accounting Policies HTML 48K
(Tables)
40: R29 Real Estate and Related Assets (Tables) HTML 46K
41: R30 Leases (Tables) HTML 53K
42: R31 Real Estate Transactions (Tables) HTML 50K
43: R32 Other Assets (Tables) HTML 64K
44: R33 Accounts Payable, Accrued Expenses and Other HTML 82K
Long-Term Liabilities (Tables)
45: R34 Debt (Tables) HTML 72K
46: R35 Income Taxes (Tables) HTML 137K
47: R36 Stockholders' Equity (Tables) HTML 36K
48: R37 Earnings Per Share (Tables) HTML 75K
49: R38 Segment Reporting (Tables) HTML 160K
50: R39 Organization and Operations - Additional HTML 46K
Information (Detail)
51: R40 Summary of Significant Accounting Policies - HTML 73K
Additional Information (Detail)
52: R41 Schedule of Useful Life of Property and Equipment HTML 41K
(Detail)
53: R42 Schedule of Financial Instruments Having HTML 35K
Difference Between Carrying Amount and Fair Value
(Detail)
54: R43 Goodwill - Additional Information (Detail) HTML 32K
55: R44 Real Estate and Related Assets - Additional HTML 44K
Information (Detail)
56: R45 Real Estate and Related Assets (Detail) HTML 43K
57: R46 Leases - Additional Information (Detail) HTML 79K
58: R47 Schedule of Future Minimum Lease Payments (Detail) HTML 48K
59: R48 Schedule of Future Undiscounted Cash Flows to be HTML 39K
Received from Third-Party Lessees for Company's
Operating Leases and Finance Leases (Detail)
60: R49 Real Estate Transactions - Additional Information HTML 132K
(Detail)
61: R50 Real Estate Transactions - Idled Facilities and HTML 48K
Respective Carrying Values Excluding Equipment and
Other Assets (Detail)
62: R51 Investment in Affiliate - Additional Information HTML 38K
(Detail)
63: R52 Schedule of Other Assets (Detail) HTML 51K
64: R53 Schedule of Other Assets (Parenthetical) (Detail) HTML 31K
65: R54 Other Assets - Additional Information (Detail) HTML 32K
66: R55 Estimated Amortization Expense Related to HTML 38K
Intangible Assets (Detail)
67: R56 Schedule of Accounts Payable and Accrued Expenses HTML 61K
(Detail)
68: R57 Other Long Term Liabilities (Detail) HTML 43K
69: R58 Schedule of Debt Outstanding (Detail) HTML 63K
70: R59 Schedule of Debt Outstanding (Parenthetical) HTML 75K
(Detail)
71: R60 Debt - Additional Information (Detail) HTML 210K
72: R61 Schedule of Principal Payments (Detail) HTML 52K
73: R62 Deferred Revenue - Additional Information (Detail) HTML 64K
74: R63 Income Taxes - Additional Information (Detail) HTML 51K
75: R64 Components of Income Tax Expense (Benefit) HTML 48K
(Detail)
76: R65 Components of Deferred Tax Assets and Liabilities HTML 61K
(Detail)
77: R66 Reconciliation of Income Tax Provision at HTML 43K
Statutory Income Tax Rate and Effective Tax Rate
(Detail)
78: R67 Stockholders' Equity - Share Repurchase Program HTML 41K
(Additional Information) (Details)
79: R68 Stockholders' Equity - Additional Information HTML 88K
(Detail)
80: R69 Stockholders' Equity - Preferred Stock (Additional HTML 31K
Information) (Details)
81: R70 Summary of Nonvested RSU Transactions (Detail) HTML 56K
82: R71 Schedule of Calculation of Numerator and HTML 73K
Denominator in Earnings Per Share (Detail)
83: R72 Earnings Per Share - Additional Information HTML 36K
(Detail)
84: R73 Commitments and Contingencies - Additional HTML 94K
Information (Detail)
85: R74 Segment Reporting - Additional Information HTML 42K
(Detail)
86: R75 Segment Reporting - Schedule of Revenue and Net HTML 88K
Operating Income for Each of the Three Segments
and a Reconciliation to CoreCivic's Operating
Income (Detail)
87: R76 Segment Reporting - Summary of Capital HTML 38K
Expenditures Including Accrued Amounts (Detail)
88: R77 Segment Reporting - Schedule of Total Assets HTML 44K
(Detail)
89: R78 Subsequent Events - Additional Information HTML 55K
(Detail)
90: R79 Schedule III - Real Estate Assets and Accumulated HTML 520K
Depreciation (Detail)
91: R80 Schedule III - Real Estate Assets and Accumulated HTML 37K
Depreciation (Parenthetical) (Detail)
92: R81 Schedule III - Real Estate Assets and Accumulated HTML 48K
Depreciation Summary of Transactions (Detail)
94: XML IDEA XML File -- Filing Summary XML 176K
97: XML XBRL Instance -- cxw-20231231_htm XML 3.87M
93: EXCEL IDEA Workbook of Financial Report Info XLSX 236K
11: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 6.54M
Linkbases Document -- cxw-20231231
95: JSON XBRL Instance as JSON Data -- MetaLinks 741± 1.17M
96: ZIP XBRL Zipped Folder -- 0000950170-24-017235-xbrl Zip 742K
| EX-97 |
Exhibit 97
CoreCivic, Inc.
NYSE Executive Compensation Recoupment Policy
1. Purpose. The purpose of this NYSE Executive Compensation Recoupment Policy of the Company (as amended from time to time, the “Policy”), dated as of November 15, 2023, is to describe the circumstances in which current and former Executive Officers will be required to repay or return Erroneously Awarded Compensation to members of the Company Group. The Company has adopted this Policy to comply with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as codified by Section 10D of the Exchange Act, Exchange Act Rule 10D-1 promulgated thereunder, and the rules and requirements of the NYSE (including Section 303A.14 of the NYSE Listed Company Manual) (such legal requirements, and rules and requirements of the NYSE, collectively, the “SEC/NYSE Clawback Rules”). Each Executive Officer shall be required to sign and return to the Company the form of acknowledgment to this Policy in the form attached hereto as Exhibit A pursuant to which such Executive Officer will agree to be bound by the terms and comply with this Policy.
2. Administration. This Policy shall be administered by the Committee. The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy, and any such determinations made by the Committee shall be in the Committee’s sole discretion, and shall be final and binding on all affected individuals. Except as otherwise required by applicable legal requirements or the rules and requirements of the NYSE, any determinations of the Committee hereunder need not be uniform with respect to one or more Executive Officers (whether current and/or former).
3. Definitions. For purposes of this Policy, the following capitalized terms shall have the meanings set forth below:
(a) “Accounting Restatement” shall mean an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement (i) to correct an error in previously issued financial statements that is material to the previously issued financial statements (a “Big R” restatement), or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” restatement).
(b) “Board” shall mean the Board of Directors of the Company.
(c) “Clawback Eligible Incentive Compensation” shall mean all Incentive-Based Compensation Received by any current or former Executive Officer on or after the NYSE Effective Date, provided that:
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(d) “Clawback Period” shall mean, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the Restatement Date and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years.
(e) “Committee” shall mean the Compensation Committee of the Board.
(f) “Common Stock” shall mean the common stock, par value $.01 per share, of the Company.
(g) “Company” shall mean CoreCivic, Inc., a Maryland corporation.
(h) “Company Group” shall mean the Company, together with each of its direct and indirect subsidiaries.
(i) “Erroneously Awarded Compensation” shall mean, with respect to any current or former Executive Officer in connection with any Accounting Restatement, the amount of Clawback Eligible Incentive Compensation Received by such current or former Executive Officer that exceeds the amount of Clawback Eligible Incentive Compensation that otherwise would have been Received by such current or former Executive Officer had such Clawback Eligible Incentive Compensation been determined based on the restated amounts as reflected in connection with such Accounting Restatement, computed without regard to any taxes paid.
(j) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(k) “Executive Officer” shall mean any officer as defined in Rule 10D-1(d) (or any successor provision thereof) under the Exchange Act.
(l) “Financial Reporting Measures” shall mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any other measures that are derived wholly or in part from such measures. Financial Reporting Measures may include “non-GAAP financial measures” as well as other measures, metrics and ratios that are not GAAP measures. For purposes of this Policy, stock price and total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return) shall be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented within the Company’s financial statements or included in a filing with the SEC.
(m) “Incentive-Based Compensation” shall mean any compensation that is granted, earned or vested (including any compensation deferred with respect thereto) based wholly or in part upon the attainment of a Financial Reporting Measure.
(n) “NYSE” shall mean the New York Stock Exchange.
(o) “NYSE Effective Date” shall mean October 2, 2023 (which is the effective date of the final NYSE listing standards).
(p) “Received” shall mean when Incentive-Based Compensation is received, and Incentive-Based Compensation shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if payment or grant of the Incentive-Based Compensation occurs after the end of that period.
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(q) “Restatement Date” shall mean the earlier to occur of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
(r) “SEC” shall mean the U.S. Securities and Exchange Commission.
4. Recoupment of Erroneously Awarded Compensation.
(a) In the event that the Company is required to prepare an Accounting Restatement, (i) the Committee shall determine the amount of any Erroneously Awarded Compensation for each applicable current or former Executive Officer (whether or not such individual is serving as an Executive Officer at such time) (the “Applicable Executives”) in connection with such Accounting Restatement, and (ii) the Company will reasonably promptly require the recoupment of such Erroneously Awarded Compensation from any such Applicable Executive, and any such Applicable Executive shall surrender such Erroneously Awarded Compensation to the Company, at such time(s), and via such method(s), as determined by the Committee in accordance with the terms of this Policy.
(b) For Incentive-Based Compensation based on (or derived from) stock price or total shareholder return where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement, (i) such amount shall be determined by the Committee based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was Received, and (ii) the Company will maintain documentation of the determination of that reasonable estimate and provide such documentation to the NYSE.
(c) The Committee shall determine, in its sole discretion, the method(s) for recouping any Erroneously Awarded Compensation from any Applicable Executive, which may include one or more of the following:
(i) requiring one or more cash payments to the Company Group from such Applicable Executive, including, but not limited to, the repayment of cash Incentive-Based Compensation previously paid by the Company Group to such Applicable Executive;
(ii) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards previously made by the Company to such Applicable Executive and/or, subject to applicable legal requirements, otherwise requiring the delivery to the Company of shares of Common Stock held by such Applicable Executive;
(iii) withholding, reducing or eliminating future cash compensation (including cash incentive payments), future equity awards and/or other benefits or amounts otherwise to be paid or awarded by the Company Group to such Applicable Executive;
(iv) offsetting amounts against compensation or other amounts otherwise payable by the Company Group to any Applicable Executive, including without limitation, forfeiture of deferred compensation, to the extent consistent with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder;
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(v) cancelling, adjusting or offsetting against some or all outstanding vested or unvested cash or equity awards of the Company held by such Applicable Executive; and/or
(vi) taking any other remedial and recovery actions with respect to such Applicable Executive permitted by applicable legal requirements and the rules and regulations of the NYSE, as determined by the Committee.
(d) Notwithstanding anything herein to the contrary, the Company shall not be required to recover Erroneously Awarded Compensation from any Applicable Executive pursuant to the terms of this Policy if (1) the Committee determines that such recovery would be impracticable, and (2) any of the following conditions is met:
(i) the direct expenses paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered, provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement pursuant to this clause (i), the Company has (x) made a reasonable attempt to recover such Erroneously Awarded Compensation, (y) documented such reasonable attempt(s) to recover, and (z) provided such documentation to the NYSE;
(ii) recovery would violate home country law where that law was adopted prior to November 28, 2022, provided that, before determining that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company has obtained an opinion of home country counsel, acceptable to the NYSE, that recovery would result in such a violation, has provided copy of the opinion is provided to the NYSE; or
(iii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company Group, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
5. No Indemnification, Etc. The Company Group shall not (x) indemnify any current or former Executive Officer against (i) the loss of any Erroneously Awarded Compensation that is repaid, returned or recovered pursuant to the terms of this Policy, or (ii) any claims relating to the Company Group’s enforcement of its rights under this Policy, or (y) pay or reimburse any current or former Executive Officers for insurance premiums to recover losses incurred under this Policy.
6. Supersedure. This Policy will supersede any provisions in (x) any agreement, plan or other arrangement applicable to any member of the Company Group, and (y) any organizational documents of any entity that is part of Company Group that, in any such case, (a) exempt any Incentive-Based Compensation from the application of this Policy, (b) waive or otherwise prohibit or restricts the Company Group’s right to recover any Erroneously Awarded Compensation, including, without limitation, in connection with exercising any right of setoff as provided herein, and/or (c) require or provide for indemnification to the extent that such indemnification is prohibited under Section 5 above.
7. Amendment; Termination; Interpretation. The Board may amend or terminate this Policy at any time, subject to compliance with all applicable legal requirements and the rules and requirements of the NYSE. It is intended that this Policy be interpreted in a manner that is consistent with the SEC/NYSE Clawback Rules. This Policy is separate from, and in addition to, the CoreCivic, Inc. Recoupment Policy (the “Adverse Event Recoupment Policy”), which was adopted by the Company on December 13, 2022 and is intended to provide for mandatory recoupment beyond the scope of the SEC/NYSE Clawback Rules in certain circumstances beyond the scope of this Policy.
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8. Other Recoupment Rights; No Additional Payments.
(a) Subject to Section 8(b) of this Policy below, any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company Group pursuant to (i) the Adverse Event Recoupment Policy, (ii) the terms of any recoupment provisions in any employment agreement, incentive or equity compensation plan or award or other agreement, (iii) any other legal requirements, including, but not limited to, Section 304 of Sarbanes-Oxley Act of 2002, and (iv) any other legal rights or remedies available to the Company.
(b) Notwithstanding anything herein to the contrary, to prevent duplicative recovery:
(c) As determined by the Committee, in its sole and absolute discretion, each Applicable Executive shall be required to reimburse the Company for any and all fees, costs and expenses reasonably incurred (including legal fees) by the Company in recovering Erroneously Awarded Compensation that is the subject to recovery under this Policy.
9. Successors. This Policy shall be binding and enforceable against all current and former Executive Officers and, to the extent required by applicable law or guidance from the SEC or NYSE as determined by the Committee, their beneficiaries, heirs, executors, administrators or other legal representatives.
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Exhibit A
Form of Acknowledgment
By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of the CoreCivic, Inc. NYSE Executive Compensation Recoupment Policy (such policy, as amended from time to time, the “Policy”). Capitalized terms used but not otherwise defined in this acknowledgment shall have the meanings ascribed to such terms in the Policy.
By signing this acknowledgment, the undersigned acknowledges and agrees that the undersigned is and will continue to be subject to the Policy and that the Policy will apply both during and after the undersigned’s employment with the Company Group. Further, by signing below, the undersigned agrees the terms of the Policy, including, without limitation, any withholding of, or offset against, future compensation as determined to be appropriate by the Committee, and agrees to abide by those terms, including without limitation, by returning any Erroneously Awarded Compensation to the Company Group to the extent required by the Policy.
______________________________
Signature
______________________________
Print Name
______________________________
Date
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/20/24 | |||
| For Period end: | 12/31/23 | |||
| 11/15/23 | ||||
| 10/2/23 | ||||
| 12/13/22 | 8-K | |||
| 11/28/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/07/24 CoreCivic, Inc. 424B5 2:1.2M Broadridge Fin’l So… Inc 3/04/24 CoreCivic, Inc. 424B5 1:1.2M Broadridge Fin’l So… Inc 3/04/24 CoreCivic, Inc. S-3ASR 3/04/24 12:3.6M Broadridge Fin’l So… Inc |