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0001070985
0001070985
2024-05-16
2024-05-16
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, 2024
CoreCivic, Inc.
(Exact name of registrant as specified in its charter)
Maryland 001-16109 62-1763875
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
5501 Virginia Way 37027
,
Brentwood
,
Tennessee
(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:
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 Name of each exchange
Symbol(s) 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 ((s)230.405 of this chapter)
or Rule
12b-2
of the Securities Exchange Act of 1934
((s)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.
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 16, 2024, CoreCivic, Inc. (the "Company") held its 2024 annual meeting
of stockholders (the "Annual Meeting") via live webcast. At the Annual Meeting
there were present in person or represented by proxy 98,230,640
shares of the Company's common stock, which represented approximately 88.0% of
the 111,633,150 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 eleven (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, 2024; and (iii)
approved on an advisory basis the compensation of the Company's named
executive officers. The results of each proposal submitted to a vote of the
stockholders at the Annual Meeting are forth below.
Proposal 1
: The eleven (11) nominees for director received the number of votes reported
below:
Nominee For Against Abstain Broker
Non-Votes
Robert J. Dennis 85,436,059 3,349,883 71,506 9,373,192
Mark A. Emkes 84,692,088 4,089,701 75,659 9,373,192
Alexander R. Fischer 88,349,589 437,962 69,897 9,373,192
Catherine Hernandez-Blades 88,360,509 429,061 67,878 9,373,192
Damon T. Hininger 85,981,792 2,788,543 87,113 9,373,192
Stacia A. Hylton 84,897,515 3,882,823 77,110 9,373,192
Harley G. Lappin 85,826,328 2,946,022 85,098 9,373,192
Anne L. Mariucci 81,776,835 7,012,241 68,372 9,373,192
Thurgood Marshall, Jr 78,322,781 10,498,589 36,078 9,373,192
Devin I. Murphy 80,034,650 8,753,062 69,736 9,373,192
John R. Prann, Jr. 83,702,735 5,085,583 69,130 9,373,192
Accordingly, Mr. Dennis, Mr. Emkes, Mr. Fischer, Ms. Hernandez-Blades, Mr.
Hininger, Ms. Hylton, Mr. Lappin, Ms. Mariucci, Mr. Marshall, Mr. Murphy and
Mr. Prann were elected to serve until the Company's 2025 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, 2024:
For Against Abstain
92,447,173 5,722,738 60,729
Proposal 3
: An advisory vote to approve the compensation paid to the Company's named
executive officers:
For Against Abstain Broker Non-Votes
87,076,779 1,705,807 74,862 9,373,192
Item 8.01. Other Events.
On May 16, 2024, the Board of Directors of the Company (the "Board")
authorized an increase (the "Additional Authorization") to its existing share
repurchase program pursuant to which the Company may purchase up to an
additional $125.0 million in shares of the Company's outstanding common stock,
par value $0.01 per share ("Common Stock"). As a result of the Additional
Authorization, the aggregate authorization under the Company's repurchase
program increased from up to $225.0 million shares of Common Stock to up to
$350.0 million shares of Common Stock. The share repurchase program has no
time limit and does not obligate the Company to purchase any particular amount
of Common Stock. The authorization for the share repurchase program may be
terminated, suspended, increased or decreased by the Board in its discretion
at any time. Repurchases of Common Stock by the Company will be made in
accordance with applicable securities laws and may be made at management's
discretion within parameters set by the Board from time to time in the open
market, through privately negotiated transactions, or otherwise.
Since May 16, 2022 through May 15,
2024, the Company has repurchased 13.3
million shares of Common Stock at an average price of approximately $11.99 per
share, representing an aggregate purchase price of $159.3 million, excluding
fees, commissions or other expenses related to repurchases. Including the
Additional Authorization, there is approximately $190.7 million remaining
under the current Board authorized share repurchase plan.
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Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form
8-K
includes forward-looking statements including statements regarding the
Company's share repurchase program. These forward-looking statements may
include words such as "anticipate," "estimate," "expect," "project," "plan,"
"intend," "believe," "may," "will," "should," "can have," "likely," and other
words and terms of similar meaning in connection with any discussion of the
timing or nature of future operating or financial performance or other events.
These forward-looking statements are subject to risks and uncertainties that
could cause actual results to differ materially from the statements made.
Important factors that could cause actual results to differ are described in
the filings made from time to time by the Company with the U.S. Securities and
Exchange Commission (the "SEC") and include the risk factors described in the
Company's Annual Report on Form
10-K
for the fiscal year ended December 31, 2023, filed with the SEC on February
20, 2024. Except as required by applicable law, the Company undertakes no
obligation to update forward-looking statements made by it to reflect events
or circumstances occurring after the date hereof or the occurrence of
unanticipated events.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are filed as part of this Current Report on Form
8-K:
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
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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 17, 2024 CORECIVIC, INC.
By: /s/ David M. Garfinkle
David M. Garfinkle
Executive Vice President and Chief Financial Officer
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