UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM  i 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 18, 2021 ( i May 13, 2021)

 

 i CoreCivic, Inc.

(Exact name of registrant as specified in its charter)

 

 

i Maryland		i 001-16109		i 62-1763875
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

i 5501 Virginia Way  i Brentwood,  i Tennessee		i 37027
(Address of principal executive offices)		(Zip Code)

 i (615)  i 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):

 

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

i ☐	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
i Common Stock		i CXW		i 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  i ☐

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 5.07

Submission of Matters to a Vote of Security Holders.

On May 13, 2021, the Company held its 2021 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting there were present in person or represented by proxy 100,066,850 shares of the Company’s common stock, which represented approximately 83.2% of the 120,270,694 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 11 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, 2021; 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:

 

Nominee		For				Against				Abstain				Broker Non-Votes
Donna M. Alvarado			75,061,629				3,581,812				97,125				21,326,284
Robert J. Dennis			76,537,611				2,105,744				97,211				21,326,284
Mark A. Emkes			66,211,377				12,431,145				98,044				21,326,284
Damon T. Hininger			76,308,771				2,339,947				91,848				21,326,284
Stacia A. Hylton			66,257,291				12,387,621				95,654				21,326,284
Harley G. Lappin			76,266,036				2,363,525				111,005				21,326,284
Anne L. Mariucci			72,597,158				6,048,495				94,913				21,326,284
Thurgood Marshall, Jr.			66,000,749				12,652,434				87,383				21,326,284
Devin I. Murphy			76,556,334				2,087,089				97,143				21,326,284
Charles L. Overby			66,119,972				12,521,901				98,693				21,326,284
John R. Prann, Jr.			74,381,165				4,248,414				110,987				21,326,284

Accordingly, Ms. Alvarado, Mr. Dennis, 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 2022 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, 2021:

 

For		Against		Abstain		Broker Non-Votes
96,132,104		3,759,100		175,646		—

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

 

For		Against		Abstain		Broker Non-Votes
75,725,767		2,749,862		264,937		21,326,284

 

Item 8.01

Other Events.

During the Annual Meeting the Company announced that, following discussions with the Service Employees International Union (“SEIU”) regarding SEIU’s stockholder proposal to conduct a racial equity audit, the proposal was withdrawn by SEIU prior to the meeting because the Company has reached a constructive agreement to adopt the stockholder proposal.

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 18, 2021				CORECIVIC, INC.
				By:		/s/ David Garfinkle
						David Garfinkle         Executive Vice President and Chief Financial Officer