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 Officers
Item5.02
|
Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May11, 2017, CoreCivic, Inc. (the Company) held its annual
meeting of stockholders (the Annual Meeting). At the Annual
Meeting, the Companys stockholders approved the Companys Second
Amended and Restated 2008 Stock Incentive Plan (the Second AR
2008 Plan). The results of the stockholder vote on the Second AR
2008 Plan are set forth below under Item5.07 of this Current
Report on Form 8-K.
A description of the Second AR 2008 Plan was included as part of
Proposal 5 Approval of the Companys Second Amended and Restated
2008 Stock Incentive Plan in the Companys Proxy Statement that
was filed with the Securities and Exchange Commission on March30,
2017 and is incorporated herein by reference. Such description is
qualified in its entirety by reference to the text of the Second
AR 2008 Plan, a copy of which is filed as Exhibit 10.1 to
this Current Report on Form 8-K and is incorporated herein by
reference.
| Item5.07 |
Submission of Matters to a Vote of Security Holders. |
On May11, 2017, the Company held its Annual Meeting. At the
Annual Meeting there were present in person or represented by
proxy 103,496,979 shares of the Companys common stock
representing 87.7% of the 118,031,722 shares of the Companys
common stock outstanding and entitled to vote at the Annual
Meeting.
At the Annual Meeting, the Companys stockholders (i)elected nine
directors to the Companys Board of Directors (ii)ratified the
appointment of Ernst Young LLP as the Companys independent
registered public accounting firm for the fiscal year ending
December31, 2017 (iii)approved the compensation of the Companys
named executive officers (iv)voted in favor of 1 Year as the
frequency of future advisory votes on executive compensation paid
to the Companys Named Executive Officers and (v)approved the
Companys Second Amended and Restated 2008 Stock Incentive Plan.
The number of votes For, Against and Abstain as well as the
number of broker non-votes for each proposal were as follows:
Proposal 1: The election of Donna M.
Alvarado, Robert J. Dennis, Mark A. Emkes, Damon T. Hininger,
Stacia A. Hylton, Anne L. Mariucci, Thurgood Marshall, Jr.,
Charles L. Overby and John R. Prann, Jr. to serve as members of
the Companys Board of Directors until the next annual meeting of
stockholders and until their successors are duly elected and
qualified:
|
Nominee |
For | Against | Abstain | Broker Non-Votes | ||||||||||||
|
Donna M. Alvarado |
86,630,538 | 1,574,593 | 132,080 | 15,159,768 | ||||||||||||
|
Robert J. Dennis |
79,984,742 | 8,214,738 | 137,731 | 15,159,768 | ||||||||||||
|
Mark A. Emkes |
73,511,154 | 14,693,529 | 132,528 | 15,159,768 | ||||||||||||
|
Damon T. Hininger |
87,262,958 | 937,379 | 136,874 | 15,159,768 | ||||||||||||
|
Stacia A. Hylton |
87,739,791 | 461,519 | 135,901 | 15,159,768 | ||||||||||||
|
Anne L. Mariucci |
87,193,329 | 1,009,242 | 134,640 | 15,159,768 | ||||||||||||
|
Thurgood Marshall, Jr. |
73,461,876 | 14,751,888 | 123,447 | 15,159,768 | ||||||||||||
|
Charles L. Overby |
73,233,344 | 14,968,719 | 135,148 | 15,159,768 | ||||||||||||
|
John R. Prann, Jr. |
86,892,378 | 1,309,063 | 135,770 | 15,159,768 |
Proposal 2: Ratification of the
appointment of Ernst Young LLP as the Companys independent
registered public accounting firm for the fiscal year ending
December31, 2017:
| For | Against | Abstain | BrokerNon-Votes | |||
| 102,071,659 | 1,261,091 | 164,229 |
Proposal 3: An advisory vote to approve
the compensation paid to the Companys named executive officers:
| For | Against | Abstain | BrokerNon-Votes | |||
| 86,812,379 | 1,352,865 | 171,967 | 15,159,768 |
Proposal 4: An advisory vote on the
frequency of future advisory votes on executive compensation:
| 1 Year | 2 Years | 3 Years | Abstain | BrokerNon-Votes | ||||
| 77,941,680 | 306,602 | 9,947,781 | 141,148 | 15,159,768 |
In light of the voting results with respect to the frequency of
the advisory vote on executive compensation as set forth above
and the Companys Board of Directors recommendation that
stockholders vote to hold future advisory votes on executive
compensation each year, the Company will hold such vote each year
until the next required advisory vote on the frequency of such
votes.
Proposal 5: Approval of the Companys
Second Amended and Restated 2008 Stock Incentive Plan:
| For | Against | Abstain | BrokerNon-Votes | |||
| 85,622,355 | 2,541,316 | 173,540 | 15,159,768 |
| Item9.01. | Financial Statements and Exhibits. |
| (d) |
The following exhibits are filed as part of this Current Report: |
Exhibit 10.1 CoreCivic, Inc. Second Amended and Restated 2008
Stock Incentive Plan
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. CoreCivic, Inc. (NYSE:CXW) Recent Trading Information
CoreCivic, Inc. (NYSE:CXW) closed its last trading session up +0.46 at 33.27 with 570,766 shares trading hands.