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): August 16, 2016 (August 11, 2016)
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 11, 2016, the Board of Directors of Corrections Corporation of America (the “Company”), in accordance with the Company’s Bylaws, expanded the size of the Company’s Board of Directors (the “Board”) to ten members and appointed Ms. Stacia A. Hylton to serve as a member of the Board, effective immediately, until the Company’s 2017 Annual Meeting of Stockholders and until her successor is duly elected and qualified. The Board has determined that Ms. Hylton is independent within the rules of the Securities and Exchange Commission and the New York Stock Exchange as currently in effect. There were no arrangements or understandings between Ms. Hylton and any other persons pursuant to which she was selected as a director. In addition, Ms. Hylton is not a party to any transaction, or any proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Ms. Hylton’s appointment to the Board, Ms. Hylton received an initial grant of 2,206 shares of the Company’s restricted stock units. The restricted stock units were issued pursuant to the Company’s Amended and Restated 2008 Stock Incentive Plan and are subject to an individual award agreement, the form of which was filed previously with the Securities and Exchange Commission. Ms. Hylton will serve on the Nominating and Governance Committee of the Board.
Ms. Hylton will be compensated for her service according to the Company’s policy for non-employee directors. A description of the compensation payable to members of the Company’s non-employee directors was included in the Company’s Definitive Proxy Statement on Schedule 14A, filed on March 30, 2016.
Ms. Hylton, age 56, retired in 2015 as Director of the U.S. Marshals Service. She was nominated by President Barack Obama and confirmed by the United States Senate in 2010. Previously, Ms. Hylton was President of Hylton, Kirk and Associates, a Virginia-based private consulting firm, and served as the Federal Detention Trustee from 2004 to 2010. From 1980 to 2004, Ms. Hylton served in progressively senior leadership positions within the U.S. Marshals Service.
Ms. Hylton currently serves as a Director on the Board for SPOK.INC, a publicly traded communications solutions company, where she also serves on the Financial Audit Committee. Ms. Hylton is a Principle of LS Advisory, which is a New Jersey-based business solutions advisory company. She is a Fellow for the National Academy for Public Administration. Ms. Hylton has served on the Board of Directors of the National Center for Missing and Exploited Children and the National Law Enforcement Exploring. She has also served on the Executive Committee for the International Chiefs of Police and on the Accreditation and Policy Committees for the National Sheriffs Association.
In connection with Ms. Hylton’s appointment to the Board, the Company intends to enter into an Indemnification Agreement (the “Indemnification Agreement”) with Ms. Hylton in the form disclosed in the Company’s 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 Ms. Hylton to the maximum extent permitted by Maryland law, except as otherwise provided in the Indemnification Agreement, if she is or is threatened to be made a party to a proceeding by reason of her 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 Company’s 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 August 11, 2016, the Company issued a press release announcing the appointment of Ms. Hylton 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.
(d) The following exhibit is furnished as part of this Current Report:
Exhibit 99.1 – Press Release dated August 11, 2016
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: August 16, 2016 | CORRECTIONS CORPORATION OF AMERICA | |||||
| By: | /s/ David Garfinkle | |||||
| David Garfinkle | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release dated August 11, 2016 | |
Exhibit 99.1
| News Release |
|
| Contact: | Investors: Cameron Hopewell - Managing Director, Investor Relations - (615) 263-3024 | |
| Media: Steve Owen – Managing Director, Communications - (615) 263-3107 |
CCA APPOINTS STACIA A. HYLTON TO ITS BOARD OF DIRECTORS
NASHVILLE, Tenn. – August 11, 2016 – Corrections Corporation of America (NYSE: CXW) (the “Company” or “CCA”), America’s largest owner of partnership correctional, detention, and reentry facilities, announced today that Stacia A. Hylton has been appointed as an independent member of CCA’s Board of Directors, increasing CCA’s board membership to ten directors, including nine of whom are independent. Hylton will also assume membership on the Company’s Nominating and Governance Committee.
“We are pleased to announce the addition of Stacia Hylton to our Board of Directors,” said Damon Hininger, CCA’s President and Chief Executive Officer. “For nearly 35 years she served in various high-level executive roles within the federal government, most recently as Director of the U.S. Marshals Service, the nation’s oldest federal law enforcement agency and one of CCA’s largest customers. We believe her industry specific knowledge, coupled with her extensive experience building high performing organizations, will be a valuable asset to our Board as it oversees management’s initiatives for the long-term success of our organization.”
Hylton, age 56, retired in 2015 as Director of the U.S. Marshals Service (“USMS”), which with more than 5,600 employees, is responsible for judiciary security, fugitive operations, asset forfeitures, prisoner operations and transport and witness security. She was nominated for the leadership position of USMS by President Barack Obama and was confirmed by the United States Senate in 2010. Previously, she was President of Hylton, Kirk and Associates, a Virginia-based private consulting firm, and served under President Bush as the Attorney General’s Federal Detention Trustee in the United States Department of Justice. From 1980 to 2004, Hylton served in progressively senior leadership positions within USMS.
Hylton currently serves as a Director on the Board for SPOK.INC , a publicly traded communications solutions company, where she also serves on the Financial Audit Committee. Hylton is a Principle of LS Advisory, which is a New Jersey based business solutions advisory company and is a Fellow for the National Academy for Public Administration. Hylton has served on the Board of Directors of the National Center for Missing and Exploited Children and the National Law Enforcement Exploring. She has also served on the Executive Committee for the International Chiefs of Police and on the Accreditation and Policy Committees for the National Sheriffs Association.
Hylton holds a Bachelor of Science degree in criminal justice from Northeastern University.
10 Burton Hills Boulevard, Nashville, Tennessee 37215, Phone: 615-263-3000
About CCA
CCA, a publicly traded real estate investment trust (REIT), is the nation’s largest owner of partnership correctional, detention, and residential reentry facilities and one of the largest prison operators in the United States. We own or control 74 correctional, detention and reentry facilities, with a design capacity of approximately 75,000 beds, and manage 11 additional facilities owned by our government partners with a total design capacity of approximately 14,000 beds, in 20 states and the District of Columbia. CCA specializes in owning, operating and managing prisons and other correctional facilities and providing residential, community reentry and prisoner transportation services for governmental agencies. In addition to providing fundamental residential services, our facilities offer a variety of rehabilitation and educational programs, including basic education, faith-based services, life skills and employment training and substance abuse treatment. These services are intended to help reduce recidivism and to prepare offenders for their successful reentry into society upon their release.
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 or the information contained herein by any third-parties, including, but not limited to, any wire or internet services.
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