CoreCivic, Inc. (NYSE:CXW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
On December7, 2017, the Board of Directors (the “Board”) of CoreCivic, Inc., a Maryland corporation (the “Company”), in accordance with the Eighth Amended and Restated Bylaws of the Company, approved, effective January1, 2018, the expansion of the size of the Board from nine members to ten members (the “Expansion”). Additionally, in connection with the approval of the Expansion and effective January1, 2018, the Board approved the appointment of Harley G. Lappin to fill the vacancy created by the Expansion, to serve as a director of the Company until the Company’s 2018 Annual Meeting of Stockholders, at which time Mr.Lappin will be considered for election by the Company’s stockholders for a one year term expiring in 2019. Mr.Lappin has not been named to any committee of the Board in connection with the foregoing.
Since 2011, Mr.Lappin, age 61, has served as the Company’s Executive Vice President and Chief Corrections Officer. On October30, 2017, the Company announced Mr.Lappin’s intention to retire from his position as the Company’s Executive Vice President and Chief Corrections Officer, effective January1, 2018.Following January1, 2018, Mr.Lappin will continue as an “at will” employeeof the Company in anon-executiveofficer position. There are no other arrangements or understandings between Mr.Lappin and any other person to which he was appointed as a director, and Mr.Lappin is not a party to any transaction with the Company that would require disclosure under Item404(a) of RegulationS-K.
A copy of the press release announcing Mr.Lappin’s appointment to the Board is attached asExhibit 99.1to this Current Report on Form8-Kand is incorporated herein by reference.
| Item 5.02. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December7, 2017, the Board amended the Company’s Eighth Amended and Restated Bylaws (the “Bylaws”), effective immediately (the “Amendment”).
The Amendment replaces Article XII of the Bylaws in its entirety with a revised Article XII, to which the Board grants to stockholders of the Company the power to amend the Bylaws by the affirmative vote of holders of a majority of the outstanding shares of the Company’s common stock, par value $0.01 (“Common Stock”), to a proposal submitted by any stockholder (or group of up to five stockholders) holding not less than one percent of the outstanding shares of the Common Stock for not less than one year (the “Ownership Threshold”). Absent the approval of the Board, a stockholder proposal submitted under the amended Article XII may not (i)alter or repeal Article X of the Bylaws, which provides for indemnification of directors and officers of the Company, (ii)alter or repeal Article XII of the Bylaws or (iii)adopt, alter or repeal any provision of the Bylaws in a manner that would be inconsistent with Article X or Article XII of the Bylaws.
The Board believes the Ownership Threshold enables stockholders who hold a meaningful stake in the Company for more than a brief period of time to propose binding amendments to the Bylaws. In that regard, the Board considered that, based on the most recently available public filings made by stockholders, as of September30, 2017 (i) 18 stockholders held at least one percent (representing approximately 54.01% of the outstanding shares in the aggregate) of the Common Stock, (ii)an additional 50 stockholders held at least 0.2% (representing approximately 20.53% of the outstanding shares in the aggregate) of the Common Stock, and (iii)these 68 stockholders together owned approximately 74.54% of the outstanding shares of the Common Stock.
The foregoing description of the Amendment is qualified in its entirety by reference to a copy of the Amendment filed as Exhibit 3.1 to this Form 8-K, which is incorporated by reference herein.
| Item 5.02 | Financial Statements and Exhibits. |
(d) Exhibits
CoreCivic, Inc. ExhibitEX-3.1 2 d493810dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 CORECIVIC,…To view the full exhibit click here
About CoreCivic, Inc. (NYSE:CXW)
CoreCivic, Inc., formerly Corrections Corporation of America, is a real estate investment trust (REIT). The Company is a diversified government solutions company. The Company acts to site, design, build, finance, own, maintain and lease assets to government partners. The Company provides services related to the ownership and upkeep of the asset, including maintenance services, utility management and insurance, and property tax management. The Company is engaged in owning, operating and managing prisons and other correctional facilities, and providing residential, community re-entry and prisoner transportation services for governmental agencies. Under the CoreCivic brand, the Company focuses on providing three business offerings: CoreCivic Safety, which is a corrections and detention management offering; CoreCivic Properties, which offers government real estate solutions, and CoreCivic Community, a network of residential reentry centers.
