UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On December 16, 2024, CoreCivic, Inc., a Maryland corporation (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) disclosing the appointment of Mr. Patrick Swindle, who currently serves as the Company’s Executive Vice President and Chief Operating Officer, as President and Chief Operating Officer of the Company, effective January 1, 2025. The Company is filing this Current Report on Form 8-K/A to amend the Original Report to disclose that, on December 18, 2024, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) approved the following compensation in connection with Mr. Swindle’s promotion to President and Chief Operating Officer of the Company.
For serving as the Company’s President and Chief Operating Officer, Mr. Swindle’s annual base salary for the fiscal year beginning on January 1, 2025, will be $700,000 (the “Base Salary”). Mr. Swindle’s short-term cash incentive compensation target is an amount equal to 132% of the Base Salary, based on the achievement of performance goals to be established by the Compensation Committee in the first quarter of 2025 (as part of the Company’s regular compensation practices). The percentage target referenced above is the same percentage target utilized for Mr. Swindle’s 2024 annual short-term cash incentive compensation. Mr. Swindle will receive a long-term equity incentive grant of restricted stock units having a value equal to one million three hundred thousand dollars ($1,300,000) in the first quarter of 2025 (as part of the Company’s regular equity award grant-cycle). One-half of these restricted stock units will be time-based (vesting ratably over three years) and the other half will be performance-based (vesting over a three-year period, subject to the achievement the applicable performance criteria to be established by the Compensation Committee).
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 104 | Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101). |
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: December 20, 2024 | CORECIVIC, INC. | |||||
| By: | /s/ David Garfinkle | |||||
| David Garfinkle | ||||||
| Executive Vice President and Chief Financial Officer | ||||||