false 0001070985 0001070985 2021-05-13 2021-05-13












Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 18, 2021 (May 13, 2021)



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.)


5501 Virginia Way
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 (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))

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

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 5.07

Submission of Matters to a Vote of Security Holders.

On May 13, 2021, the Company held its 2021 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting there were present in person or represented by proxy 100,066,850 shares of the Company’s common stock, which represented approximately 83.2% of the 120,270,694 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 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, 2021; 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

     75,061,629        3,581,812        97,125        21,326,284  

Robert J. Dennis

     76,537,611        2,105,744        97,211        21,326,284  

Mark A. Emkes

     66,211,377        12,431,145        98,044        21,326,284  

Damon T. Hininger

     76,308,771        2,339,947        91,848        21,326,284  

Stacia A. Hylton

     66,257,291        12,387,621        95,654        21,326,284  

Harley G. Lappin

     76,266,036        2,363,525        111,005        21,326,284  

Anne L. Mariucci

     72,597,158        6,048,495        94,913        21,326,284  

Thurgood Marshall, Jr.

     66,000,749        12,652,434        87,383        21,326,284  

Devin I. Murphy

     76,556,334        2,087,089        97,143        21,326,284  

Charles L. Overby

     66,119,972        12,521,901        98,693        21,326,284  

John R. Prann, Jr.

     74,381,165        4,248,414        110,987        21,326,284  

Accordingly, Ms. Alvarado, Mr. Dennis, 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 2022 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, 2021:








Broker Non-Votes


  3,759,100   175,646   —  

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








Broker Non-Votes


  2,749,862   264,937   21,326,284


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 conduct a racial equity audit, the proposal was withdrawn by SEIU prior to the meeting because the Company has reached a constructive agreement to adopt the stockholder proposal.


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 18, 2021     CORECIVIC, INC.  

        /s/ David Garfinkle


        David Garfinkle

        Executive Vice President and Chief Financial Officer