SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 5, 2018 (November 2, 2018)
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction
10 Burton Hills Boulevard,
Nashville, Tennessee 37215
(Address of principal executive offices) (Zip Code)
(Registrants telephone number, including area code)
(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):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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 ☐
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 5.02.|| |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Directors.
On November 2, 2018, the Board of Directors of CoreCivic, Inc., a Maryland corporation (the Company), in accordance with the Companys Ninth Amended and Restated Bylaws, expanded the size of the Companys Board of Directors (the Board) to eleven members and appointed Mr. Devin I. Murphy (Mr. Murphy) to serve as a member of the Board, effective November 6, 2018, until the Companys 2019 Annual Meeting of Stockholders and until his successor is duly elected and qualified. The Board has determined that Mr. Murphy is independent within the meaning of the New York Stock Exchange listing standards as currently in effect. There were no arrangements or understandings between Mr. Murphy and any other persons pursuant to which he was selected as a director. In addition, Mr. Murphy is not a party to any transaction, or any proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Murphy will be compensated in accordance with the Companys previously disclosed compensation programs for non-employee directors as described in the Proxy Statement on Schedule 14A for the Companys 2018 Annual Meeting of Stockholders. Mr. Murphy will serve on the Audit Committee of the Board.
Mr. Murphy, age 58, is Chief Financial Officer, Treasurer and Secretary of Phillips Edison & Company, an owner and operator of grocery anchored shopping centers. He previously served as Vice Chairman of Investment Banking at Morgan Stanley. He began his real estate career in 1986 when he joined the real estate group at Morgan Stanley as an associate. Prior to rejoining Morgan Stanley in June 2009, Mr. Murphy was a managing partner of Coventry Real Estate Advisors, a real estate private equity firm, which sponsors institutional investment funds that acquire and develop retail properties. Before joining Coventry, Mr. Murphy served as global head of real estate investment banking for Deutsche Bank Securities, Inc. Mr. Murphy was with Morgan Stanley for 15 years before joining Deutsche Bank. He held a number of senior positions at Morgan Stanley including co-head of U.S. real estate investment banking and head of the private capital markets group. Mr. Murphy is an advisory director of Hawkeye Partners, a real estate private equity firm headquartered in Austin, Texas, and of Trigate Capital, a real estate private equity firm headquartered in Dallas, Texas.
In connection with Mr. Murphys appointment to the Board, the Company intends to enter into an Indemnification Agreement (the Indemnification Agreement) with Mr. Murphy substantially in the form disclosed in the Companys public filings and previously approved by the Board, as referenced below. Pursuant to the terms of the Indemnification Agreement, the Company will be required to indemnify and advance expenses to Mr. Murphy to the maximum extent permitted by Maryland law, except as otherwise provided in the Indemnification Agreement, if he is or is threatened to be made a party to a proceeding by reason of his status as a director of the Company. The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Indemnification Agreement, a copy of which was filed as Exhibit 10.1 to the Companys Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 18, 2009 and which is incorporated herein by reference.
|Item 7.01.|| |
Regulation FD Disclosure
On November 2, 2018, the Company issued a press release announcing the appointment of Mr. Murphy to the Board. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
|Item 9.01.|| |
Financial Statements and Exhibits.
The following exhibits are filed as part of this Current Report:
|Exhibit 99.1 ||Press Release dated November 2, 2018|
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: November 5, 2018||CORECIVIC, INC.|
|By:||/s/ David Garfinkle|
Executive Vice President and Chief Financial Officer
Investors: Cameron HopewellManaging Director, Investor Relations(615) 263-3024
Media: Steve OwenManaging Director, Communications(615) 263-3107
CORECIVIC APPOINTS DEVIN I. MURPHY TO ITS BOARD OF DIRECTORS
NASHVILLE, Tenn. November 2, 2018 CoreCivic, Inc. (NYSE: CXW) (the Company) announced today that, effective November 6, 2018, Devin I. Murphy will be appointed as a member of the Companys Board of Directors, expanding the size of the Board from ten to eleven directors, including nine of whom are independent. Mr. Murphy will also serve as a member of the Companys audit committee.
We are pleased to have Devin Murphy join our Board of Directors, said Damon Hininger, CoreCivics President and Chief Executive Officer. Devin brings decades of executive leadership, finance and investment banking expertise across global real estate markets. Devins diverse experience in real estate, operations, capital markets and M&A will be a valuable asset to our Board as we continue to execute our growth strategies; expanding our portfolio that already consists of over 17 million square feet of real estate.
Murphy, age 58, is Chief Financial Officer, Treasurer and Secretary of Phillips Edison & Company, an owner and operator of grocery anchored shopping centers. He previously served as Vice Chairman of Investment Banking at Morgan Stanley. He began his real estate career in 1986 when he joined the real estate group at Morgan Stanley as an associate. Prior to rejoining Morgan Stanley in June 2009, Mr. Murphy was a managing partner of Coventry Real Estate Advisors, a real estate private equity firm, which sponsors institutional investment funds that acquire and develop retail properties. Before joining Coventry, Mr. Murphy served as global head of real estate investment banking for Deutsche Bank Securities, Inc. Mr. Murphy was with Morgan Stanley for 15 years before joining Deutsche Bank. He held a number of senior positions at Morgan Stanley including co-head of U.S. real estate investment banking and head of the private capital markets group. Mr. Murphy is an advisory director of Hawkeye Partners, a real estate private equity firm headquartered in Austin, Texas, and of Trigate Capital, a real estate private equity firm headquartered in Dallas, Texas.
Mr. Murphy received a bachelor of arts with Honors from the College of William and Mary and a master of business administration from the University of Michigan.
The Company is a diversified government solutions company with the scale and experience needed to solve tough government challenges in cost-effective ways. We provide a broad range of solutions to government partners that serve the public good through corrections and detention management, government real estate solutions, and a growing network of residential reentry centers to help address Americas recidivism crisis. We are a publicly traded real estate investment trust (REIT) and the nations largest owner of partnership
correctional, detention and residential reentry facilities. We also believe we are the largest private owner of real estate used by government agencies. The Company has been a flexible and dependable partner for government for more than 30 years. Our employees are driven by a deep sense of service, high standards of professionalism and a responsibility to help government better the public good. Learn more at http://www.corecivic.com/.
CoreCivic takes no responsibility for updating the information contained in this press release following the date hereof to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events or for any changes or modifications made to this press release or the information contained herein by any third-parties, including, but not limited to, any wire or internet services.