UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 11, 2012 (May 10, 2012)
Corrections Corporation of America
(Exact name of registrant as specified in its charter)
| Maryland | 001-16109 | 62-1763875 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission 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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 10, 2012, Corrections Corporation of America (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”), for which the Board of Directors solicited proxies, at 10:00 a.m. local time at the Company’s headquarters located at 10 Burton Hills Boulevard, Nashville, Tennessee. At the Annual Meeting, the stockholders voted on the following proposals as described in the Company’s Proxy Statement dated March 30, 2012. A total of 92,244,582 of the Company’s common stock, out of a total of 99,634,505 shares of common stock outstanding and entitled to vote, were present in person or represented by proxies at the Annual Meeting. The proposals voted on by the stockholders at the Annual Meeting were as follows:
Proposal 1: Election of Directors
The election of 14 persons, named in the Proxy Statement, to serve as members of the Company’s Board of Directors until the Annual Meeting of Stockholders in 2013 and until their successors are duly elected and qualified. The following is a list of the directors elected at the Annual Meeting with the number of votes “For” and “Withheld”, as well as the number of “Broker Non-Votes”:
| NOMINEE |
FOR | WITHHELD | BROKER NON-VOTES | |||||||||
| John D. Ferguson |
84,453,067 | 2,455,982 | 5,335,533 | |||||||||
| Damon T. Hininger |
86,673,786 | 235,263 | 5,335,533 | |||||||||
| Donna M. Alvarado |
86,747,720 | 161,329 | 5,335,533 | |||||||||
| William F. Andrews |
75,700,205 | 11,208,844 | 5,335,533 | |||||||||
| John D. Correnti |
83,425,538 | 3,483,511 | 5,335,533 | |||||||||
| Dennis W. DeConcini |
86,745,660 | 163,389 | 5,335,533 | |||||||||
| John R. Horne |
83,428,029 | 3,481,020 | 5,335,533 | |||||||||
| C. Michael Jacobi |
84,141,691 | 2,767,358 | 5,335,533 | |||||||||
| Anne L. Mariucci |
86,677,364 | 231,685 | 5,335,533 | |||||||||
| Thurgood Marshall, Jr. |
86,641,405 | 267,644 | 5,335,533 | |||||||||
| Charles L. Overby |
84,581,753 | 2,327,296 | 5,335,533 | |||||||||
| John R. Prann, Jr. |
83,429,248 | 3,479,801 | 5,335,533 | |||||||||
| Joseph V. Russell |
83,425,460 | 3,483,589 | 5,335,533 | |||||||||
| Henri L. Wedell |
84,680,048 | 2,229,001 | 5,335,533 | |||||||||
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012 was approved. The following is a list of the number of votes “For” and “Against” with regard to this proposal, as well as the number of “Abstentions”:
| FOR |
AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||
| 90,027,812 |
2,212,707 | 4,063 | — |
Proposal 3: Advisory Vote on Executive Compensation
The advisory vote on the executive compensation paid to the Company’s Named Executive Officers was approved. The following is a list of the number of votes “For” and “Against” with regard to this proposal, as well as the number of “Abstentions”:
| FOR |
AGAINST |
ABSTENTIONS |
BROKER NON-VOTES | |||
| 81,540,167 |
5,330,592 | 38,290 | 5,335,533 |
Proposal 4: Stockholder Proposal
The stockholder proposal requesting biannual reports describing the Company’s efforts to reduce prisoner sexual abuse at the Company’s facilities and including system-wide statistical data, was not approved. The following is a list of the number of votes “For” and “Against” with regard to this proposal, as well as the number of “Abstentions”:
| FOR |
AGAINST |
ABSTENTIONS |
BROKER NON-VOTES | |||
| 14,659,053 |
64,354,673 | 7,895,323 | 5,335,533 |
Item 8.01 Other Events.
Quarterly Dividend
On May 11, 2012, the Company announced that its Board of Directors has declared a quarterly cash dividend of $0.20 per share of common stock. The record date for the dividend will be the close of business on June 8, 2012, and the dividend is payable on June 22, 2012. Future dividend declarations, as well as the record and payment dates for such dividends, are subject to the final determination of the Company’s Board of Directors. A copy of the press release issued by the Company with respect to this dividend declaration is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Redemption of Notes
On May 11, 2012, the Company notified the trustee for its 6.75% Senior Notes due 2014 (the “2014 Notes”) of the Company’s election to call for redemption on June 14, 2012 (the “Redemption Date:”) $60,000,000 principal amount of the 2014 Notes, and directed the trustee to provide at least 30 days’ notice of such redemption to the holders of the 2014 Notes. The Notes will be redeemed at a price equal to 100% of the principal amount, together with accrued and unpaid interest to June 14, 2012. Following this redemption, $90,000,000 principal amount of the Notes will remain outstanding.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| 99.1 | Press Release regarding Quarterly Dividend, dated as of May 11, 2012 |
SIGNATURE
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 11, 2012 | CORRECTIONS CORPORATION OF AMERICA | |||
| By: | /s/ Todd J Mullenger | |||
| Todd J Mullenger Executive Vice President and Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release dated May 11, 2012 | |
Exhibit 99.1
| News Release |
|
| Contact: | Investors and Analysts: Karin Demler, CCA at (615) 263-3005 Media: Steve Owen at (615) 263-3107 |
CCA DECLARES QUARTERLY DIVIDEND
Nashville, Tennessee, May 11, 2012 – CCA (NYSE: CXW) (Corrections Corporation of America) announced today that its Board of Directors declared a quarterly dividend of $0.20 per share to be paid on June 22, 2012 to shareholders of record as of the close of business on June 8, 2012.
CCA President and CEO, Damon Hininger stated, “We believe the initiation of the dividend reflects our confidence in the future of our business and our commitment to generating value for our shareholders.”
About CCA
CCA is the nation’s largest owner and operator of partnership correction and detention facilities and one of the largest prison operators in the United States, behind only the federal government and three states. We currently operate 67 facilities, including 47 company-owned facilities, with a total design capacity of approximately 92,000 beds in 20 states and the District of Columbia. We specialize in owning, operating and managing prisons and other correctional facilities and providing inmate residential and prisoner transportation services for governmental agencies. In addition to providing the fundamental residential services relating to inmates, our facilities offer a variety of rehabilitation and educational programs, including basic education, religious services, life skills and employment training and substance abuse treatment. These services are intended to reduce recidivism and to prepare inmates for their successful re-entry into society upon their release. We also provide inmates health care (including medical, dental and psychiatric services), food services and work and recreational programs.
Forward-Looking Statements
This press release contains statements as to our beliefs and expectations of the outcome of future events that are forward-looking statements as defined within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. These include, but are not limited to, the risks and uncertainties associated with: (i) general economic and market conditions, including the impact governmental budgets can have on our per diem rates, occupancy and overall utilization; (ii) fluctuations in our operating results because of, among other things, changes in occupancy levels, competition, increases in cost of operations, fluctuations in interest rates and risks of operations; (iii) our ability to obtain and maintain correctional facility management contracts, including as a result of sufficient governmental appropriations and as a result of inmate disturbances; (iv) changes in the privatization of the corrections and detention industry, the public acceptance of our services, the timing of the opening of and demand for new prison facilities and the commencement of new management contracts; (v) the outcome of California’s realignment program and utilization of out of state private correctional capacity; and (vi) increases in costs to construct or expand correctional facilities that exceed original estimates, or the inability to complete such projects on schedule as a result of various factors, many of which are beyond our control, such as weather, labor conditions and material shortages, resulting in increased construction costs. Other factors that could cause operating and financial results to differ are described in the filings made from time to time by us with the Securities and Exchange Commission.
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CCA 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.
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