UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.05. | Amendment to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics. |
On May 15, 2025, the Board of Directors of CoreCivic, Inc. (the “Company”), upon the recommendation of the Nominating and Governance Committee, approved a new Code of Ethics (the “Code of Ethics”). The new Code of Ethics is designed to highlight the Company’s mission and values, reinforce the Company’s commitment to its human rights policy, and augment certain code elements, such as the Company’s commitment to integrity as a government contractor and to promoting a safe and respectful workplace characterized by respect and dignity for those in the Company’s care or custody and a sense of belonging for its employees. The new Code of Ethics also makes certain technical, administrative, and non-substantive changes. The Code of Ethics applies to all directors, officers, and employees of the Company and its subsidiaries, and will be effective by or before the third quarter of 2025. The Code of Ethics does not materially change the responsibilities and obligations that applied previously, and did not relate to or result in any waiver, explicit or implicit, of any provision of the previous Code of Ethics.
A copy of the Code of Ethics is available under the Investor Relations tab of the Company’s website at www.corecivic.com. The contents of the Company’s website are not incorporated by reference in this report.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 15, 2025, the Company held its 2025 annual meeting of stockholders (the “Annual Meeting”) via live webcast. At the Annual Meeting there were present in person or represented by proxy 92,281,861 shares of the Company’s common stock, which represented approximately 84.4% of the 109,318,283 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 twelve (12) 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, 2025; and (iii) approved on an advisory basis the compensation of 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 twelve (12) nominees for director received the number of votes reported below:
| Nominee |
For | Against | Abstain | Broker Non-Votes |
||||||||||||
| Mark A. Emkes |
80,896,026 | 2,081,038 | 58,341 | 9,246,456 | ||||||||||||
| Alexander R. Fischer |
82,739,296 | 238,219 | 57,890 | 9,246,456 | ||||||||||||
| Catherine Hernandez-Blades |
82,596,998 | 380,086 | 58,321 | 9,246,456 | ||||||||||||
| Damon T. Hininger |
82,254,124 | 724,190 | 57,091 | 9,246,456 | ||||||||||||
| Stacia A. Hylton |
82,564,724 | 387,415 | 83,266 | 9,246,456 | ||||||||||||
| Harley G. Lappin |
82,352,553 | 610,089 | 72,763 | 9,246,456 | ||||||||||||
| Thurgood Marshall, Jr. |
80,705,243 | 2,289,778 | 40,384 | 9,246,456 | ||||||||||||
| Devin I. Murphy |
82,558,021 | 419,563 | 57,821 | 9,246,456 | ||||||||||||
| John R. Prann, Jr. |
80,005,743 | 2,970,561 | 59,101 | 9,246,456 | ||||||||||||
| S. Dawn Smith |
82,909,255 | 68,249 | 57,901 | 9,246,456 | ||||||||||||
| Stacey M. Tank |
82,718,504 | 259,464 | 57,437 | 9,246,456 | ||||||||||||
| Nina A. Tran |
82,902,699 | 71,397 | 61,309 | 9,246,456 | ||||||||||||
Accordingly, Mr. Emkes, Mr. Fischer, Ms. Hernandez-Blades, Mr. Hininger, Ms. Hylton, Mr. Lappin, Mr. Marshall, Mr. Murphy, Mr. Prann, Ms. Smith, Ms. Tank and Ms. Tran were elected to serve until the Company’s 2026 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, 2025:
| For |
Against |
Abstain | ||
| 89,072,076 | 3,190,926 | 18,859 |
Proposal 3: An advisory vote to approve the compensation paid to the Company’s named executive officers:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 80,772,098 | 2,001,079 | 262,228 | 9,246,456 |
| Item 8.01. | Other Events. |
On May 15, 2025, the Board of Directors of the Company (the “Board”) authorized an increase (the “Additional Authorization”) to its existing share repurchase program pursuant to which the Company may purchase up to an additional $150.0 million in shares of the Company’s outstanding common stock, par value $0.01 per share (“Common Stock”). As a result of the Additional Authorization, the aggregate authorization under the Company’s repurchase program increased from up to $350.0 million shares of Common Stock to up to $500.0 million shares of Common Stock. The share repurchase program has no time limit and does not obligate the Company to purchase any particular amount of Common Stock. The authorization for the share repurchase program may be terminated, suspended, increased or decreased by the Board in its discretion at any time. Repurchases of Common Stock by the Company will be made in accordance with applicable securities laws and may be made at management’s discretion within parameters set by the Board from time to time in the open market, through privately negotiated transactions, or otherwise.
Since May 16, 2022 through May 14, 2025, the Company has repurchased 16.6 million shares of Common Stock at an average price of approximately $13.36 per share, representing an aggregate purchase price of $222.1 million, excluding fees, commissions or other expenses related to repurchases. Including the Additional Authorization, there is approximately $277.9 million remaining under the current Board authorized share repurchase plan.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements including statements regarding the Company’s share repurchase program. These forward-looking statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. Important factors that could cause actual results to differ are described in the filings made from time to time by the Company with the U.S. Securities and Exchange Commission (the “SEC”) and include the risk factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 21, 2025. Except as required by applicable law, the Company undertakes no obligation to update forward-looking statements made by it to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events.
| Item 9.01. | Financial Statements and Exhibits. |
(d) The following exhibits are filed as part of this Current Report on Form 8-K:
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are 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 19, 2025 | CORECIVIC, INC. | |||||
| By: | /s/ David M. Garfinkle | |||||
| David M. Garfinkle | ||||||
| Executive Vice President and Chief Financial Officer | ||||||