UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 11, 2023, CoreCivic, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”) via live webcast. At the Annual Meeting there were present in person or represented by proxy 99,725,391 shares of the Company’s common stock, which represented approximately 87.0% of the 114,667,461 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 10 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, 2023; (iii) approved on an advisory basis the compensation of the Company’s named executive officers; and (iv) voted on an advisory basis in favor of “[1] Year” as the frequency of future advisory votes on executive compensation paid to the Company’s named executive officers. The results of each proposal submitted to a vote of the stockholders at the Annual Meeting are forth below.
Proposal 1: The ten nominees for director received the number of votes reported below:
| Nominee |
For | Against | Abstain | Broker Non-Votes |
||||||||||||
| Donna M. Alvarado |
68,797,417 | 19,464,373 | 40,153 | 11,423,448 | ||||||||||||
| Robert J. Dennis |
86,619,348 | 1,615,962 | 66,633 | 11,423,448 | ||||||||||||
| Mark A. Emkes |
73,457,443 | 14,766,760 | 77,740 | 11,423,448 | ||||||||||||
| Damon T. Hininger |
85,577,639 | 2,651,244 | 73,060 | 11,423,448 | ||||||||||||
| Stacia A. Hylton |
73,578,449 | 14,642,712 | 80,782 | 11,423,448 | ||||||||||||
| Harley G. Lappin |
85,570,843 | 2,637,769 | 93,331 | 11,423,448 | ||||||||||||
| Anne L. Mariucci |
81,232,016 | 6,989,976 | 79,951 | 11,423,448 | ||||||||||||
| Thurgood Marshall, Jr. |
73,690,668 | 14,556,411 | 54,864 | 11,423,448 | ||||||||||||
| Devin I. Murphy |
69,293,333 | 18,931,191 | 77,419 | 11,423,448 | ||||||||||||
| John R. Prann, Jr. |
83,805,528 | 4,417,836 | 78,579 | 11,423,448 | ||||||||||||
Accordingly, Ms. Alvarado, Mr. Dennis, Mr. Emkes, Mr. Hininger, Ms. Hylton, Mr. Lappin, Ms. Mariucci, Mr. Marshall, Mr. Murphy and Mr. Prann were elected to serve until the Company’s 2024 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, 2023:
| For |
Against |
Abstain | ||
| 95,916,839 | 3,768,041 | 40,511 |
Proposal 3: An advisory vote to approve the compensation paid to the Company’s named executive officers:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 84,985,101 | 3,224,990 | 91,852 | 11,423,448 |
Proposal 4: An advisory vote on the frequency of future advisory votes on executive compensation:
| 1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Votes | ||||
| 86,899,922 | 175,562 | 1,136,708 | 89,751 | 11,423,448 |
Based on these results, and consistent with its own recommendation, the Board has determined to continue to provide the Company’s stockholders with an annual advisory vote to approve executive compensation until the next vote on the frequency of such advisory votes.
| Item 9.01. | Financial Statements and Exhibits. |
(d) The following exhibits are filed as part of this Current Report:
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 15, 2023 | CORECIVIC, INC. | |||||
| By: | /s/ David Garfinkle | |||||
| David Garfinkle | ||||||
| Executive Vice President and Chief Financial Officer | ||||||