UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

 

Filed by the Registrant                   Filed by a Party other than the Registrant  

Check the appropriate box:

 

 

 

 

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material Pursuant to §240.14a-12

CoreCivic, Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

 

 

 

 

 

 

 

 

No fee required.

 

 

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

 

 

(1)

 

Title of each Class of securities to which transaction applies:

 

     

 

 

(2)

 

Aggregate number of securities to which transaction applies:

 

     

 

 

(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

 

 

(4)

 

Proposed maximum aggregate value of transaction:

 

     

 


 

 

 

(5)

 

Total fee paid:

 

     

 

 

 

Fee paid previously with preliminary materials.

 

 

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

 

 

 

(1)

 

Amount Previously Paid:

 

     

 

 

(2)

 

Form, Schedule or Registration Statement No.:

 

     

 

 

(3)

 

Filing Party:

 

     

 

 

(4)

 

Date Filed:

 

     

 

 

 

 


 

 

 

 

 

*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 14, 2020.

 

 

 

 

 

CORECIVIC, INC.

 

 

Meeting Information

 

 

 

 Meeting Type:Annual Meeting

 

 

 

 

 For holders as of:March 18, 2020

 

 

 

 

 Date:May 14, 2020             

Time:10:00 a.m., CDT

 

 

 

 

 Location:    Meeting live via the Internet only-please visit

 

 

 

 

www.virtualshareholdermeeting.com/CXW2020

 

 

 

 

CORECIVIC, INC.

ATTN: CORPORATE SECRETARY

5501 VIRGINIA WAY, SUITE 110

BRENTWOOD, TN 37027

 

 

The company will be hosting the meeting live via the internet only this year. To attend the meeting via the internet, please visit www.virtualshareholdermeeting.com/CXW2020 and be sure to have the information that is printed in the box marked by the arrow

Þ XXXX-XXXX-XXXX-XXXX (located on the following page)

 

 

 

 

 

You are receiving this communication because you hold shares in the company named above.

 

 

 

 

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

 

 

 

 

 

 

 

 

 

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

 

 

 

 

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

 

 

D05935-P36850

 


 

 

 

 

 

 

 

—  Before You Vote  —

How to Access the Proxy Materials

 

 

Proxy Materials Available to VIEW or RECEIVE:

 

NOTICE AND PROXY STATEMENT        ANNUAL LETTER TO STOCKHOLDERS        ANNUAL REPORT ON FORM 10-K

 

How to View Online:

Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com.

 

How to Request and Receive a PAPER or E-MAIL Copy:

 

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

 

1) BY INTERNET:        www.proxyvote.com

2) BY TELEPHONE:    1-800-579-1639

3) BY E-MAIL*:            sendmaterial@proxyvote.com

 

* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow

(located on the following page) in the subject line.

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 30, 2020 to facilitate timely delivery.

 

 

—  How To Vote  —

Please Choose One of the Following Voting Methods

 

 

 

 

Vote By Internet:

 

Before the Meeting:

Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow

(located on the following page) available and follow the instructions.

 

 

During the Meeting:

Go to www.virtualshareholdermeeting.com/CXW2020. Have the information that is printed in the
box marked by the arrow       (located on the following page) available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. 

 

D05935-P36850

 


 

 

 

 

 

 

 

 

 

 

 

 

Voting Items   

 

 

 

 

  

 

 

The Board of Directors recommends you vote FOR

the election of the following nominees:

 

1.

Election of Directors

 

 

Nominees:

 

 

 

1a.

Donna M. Alvarado

 

 

1b.

Robert J. Dennis

 

 

1c.

Mark A. Emkes

 

 

1d.

Damon T. Hininger

 

 

1e.

Stacia A. Hylton

 

 

1f.

Harley G. Lappin

 

 

1g.

Anne L. Mariucci

 

 

1h.

Thurgood Marshall, Jr.

 

 

1i.

Devin I. Murphy

 

 

1j.

Charles L. Overby

 

 

1k.

John R. Prann, Jr.

 

 

 

The Board of Directors recommends you vote FOR proposals 2, 3 and 4.

 

2.

Non-Binding Ratification of the appointment by our Audit Committee of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.

 

3

 

4.

Advisory vote to approve the compensation of Named Executive Officers.

 

Vote to approve the CoreCivic Inc. 2020 Stock Incentive Plan.

 

NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof.

 

D05935-P36850

 

 

 

 

 

 

 

 

 

 

 

 

D05935-P36850