Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 17, 2019 (May 16, 2019)



CoreCivic, Inc.

(Exact name of registrant as specified in its charter)




Maryland   001-16109   62-1763875

(State or Other Jurisdiction

of Incorporation)



File Number)


(I.R.S. Employer

Identification No.)

10 Burton Hills Boulevard,

Nashville, Tennessee 37215

(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 ( see General Instruction A.2. below):


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))

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. ☐

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common Stock   CXW   New York Stock Exchange




Item 5.07

Submission of Matters to a Vote of Security Holders.

On May 16, 2019, the Company held its 2019 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting there were present in person or represented by proxy 110,697,244 shares of the Company’s common stock, which represented approximately 93.0% of the 119,067,887 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 ten 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, 2019; and (iii) approved on an advisory basis the compensation of the Company’s named executive officers. The number of votes “For”, “Against” and “Abstain,” as well as the number of broker non-votes, for each proposal were as set forth below.

Proposal 1: The eleven nominees for director received the number of votes reported below:



   For      Against      Abstain      Broker

Donna M. Alvarado

     91,731,723        2,151,912        213,899        16,599,710  

Robert J. Dennis

     43,951,801        49,933,646        212,087        16,599,710  

Mark A. Emkes

     74,677,336        19,205,970        214,228        16,599,710  

Damon T. Hininger

     92,471,326        1,412,951        213,257        16,599,710  

Stacia A. Hylton

     74,683,361        19,202,003        212,170        16,599,710  

Harley G. Lappin

     90,828,992        3,050,630        217,912        16,599,710  

Anne L. Mariucci

     92,433,775        1,453,222        210,537        16,599,710  

Thurgood Marshall, Jr.

     74,627,305        19,298,272        171,957        16,599,710  

Devin I. Murphy

     92,697,031        1,188,211        212,292        16,599,710  

Charles L. Overby

     70,164,286        23,718,190        215,058        16,599,710  

John R. Prann, Jr.

     91,804,999        2,074,130        218,405        16,599,710  

Accordingly, Ms. Alvarado, Mr. Emkes, Mr. Hininger, Ms. Hylton, Mr. Lappin, Ms. Mariucci, Mr. Marshall, Mr. Murphy, Mr. Overby and Mr. Prann were elected to serve until the Company’s 2020 Annual Meeting of Stockholders and until their respective successor is duly qualified and elected.

Mr. Dennis did not receive a majority of the votes cast at the Annual Meeting and, in accordance with the Company’s Ninth Amended and Restated Bylaws, tendered his resignation to the Board, with the effectiveness of such resignation being conditioned on the Board’s acceptance of such resignation. The Company believes that Mr. Dennis’s failure to receive the support of a majority of votes cast for his reelection was due to his service as the Chief Executive Officer and director of a publicly traded company, his service on the Board and his service on the board of directors of one additional publicly traded company, which resulted in a concern among shareholders holding a significant number of shares of the Company’s common stock. The Board will consider Mr. Dennis’ tendered resignation, as well as the recommendation of the Company’s Nominating and Governance Committee regarding whether to accept or reject the tendered resignation, or whether other action is recommended, and, no later than August 14, 2019 (90 days from the date of certification of the election results), the Company will publicly disclose the decision of the Board as to whether to accept or reject the tendered resignation and the rationale behind such decision through the filing of a Current Report on Form 8-K.

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, 2019:








Broker Non-Votes

108,754,318   1,757,555   185,371   —  

Proposal 3: An advisory vote to approve the compensation paid to the Company’s named executive officers:








Broker Non-Votes

91,985,181   1,743,803   368,550   16,599,710

Item 8.01

Other Events.

During the Annual Meeting the Company announced that, following discussions with the Service Employees International Union (“SEIU”) regarding SEIU’s stockholder proposal to incorporate respect for inmate and detainee human rights into the Company’s incentive compensation arrangements for senior executives, the Company has decided to adopt the stockholder proposal submitted by SEIU.


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 16, 2019     CORECIVIC, INC.
      By:   /s/ David Garfinkle

David Garfinkle

Executive Vice President and Chief Financial Officer