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 Arrangement of Certain Officers. |
Appointment of Directors
On March 7, 2024, the Board of Directors (the “Board”) of CoreCivic, Inc., a Maryland corporation (the “Company”), in accordance with the Company’s Eleventh Amended and Restated Bylaws, expanded the size of the Board from ten (10) directors to twelve (12) directors and appointed Catherine Hernandez-Blades (“Ms. Hernandez-Blades”) and Alexander R. Fischer (“Mr. Fischer”) to fill the vacancies created by such expansion, effective March 15, 2024 (the “Effective Date”). Each of Ms. Hernandez-Blades and Mr. Fischer will hold office from the Effective Date until the Company’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”), at which time each will be considered for election to the Company’s Board for a one-year term expiring in 2025.
The Board has determined that Ms. Hernandez-Blades and Mr. Fischer are independent within the meaning of the New York Stock Exchange listing standards as currently in effect. The Board expects to appoint Ms. Hernandez-Blades and Mr. Fischer to one or more committees at a later date.
Ms. Hernandez-Blades and Mr. Fischer will be compensated in accordance with the Company’s previously disclosed compensation programs for non-employee directors as described in the Company’s Proxy Statement, filed with the Securities and Exchange Commission on March 28, 2023. Other than the foregoing compensation arrangements, there are no other arrangements or understandings between Ms. Hernandez-Blades or Mr. Fischer and any other persons pursuant to which Ms. Hernandez-Blades or Mr. Fischer was appointed as a director. Neither Ms. Hernandez-Blades nor Mr. Fischer is a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.
Director Retirement
On March 7, 2024, Donna M. Alvarado (“Ms. Alvarado”), who has been a member of the Board since 2003, announced to the Board that she would retire from the Board, including her position as a member and chair of the Company’s Nominating and Governance Committee, as well as her position as a member of each of the Company’s Audit Committee and the Company’s Risk Committee, effective as of the 2024 Annual Meeting in accordance with the Company’s retirement policy. Ms. Alvarado will continue to serve on the Board in her current capacity until the 2024 Annual Meeting.
Ms. Alvarado’s decision to retire and not stand for re-election is not due to any disagreements with the Company on any matter relating to the Company’s operations, policies, or practices.
Subsequently, on March 7, 2024, the Board determined that, effective upon Ms. Alvarado’s retirement from the Board, the size of the Board will be reduced from twelve (12) to eleven (11) members.
A copy of the press release announcing the appointment of Ms. Hernandez-Blades and Mr. Fischer to the Board and Ms. Alvarado’s intention to retire from the Board is attached as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| 99.1 | Press Release dated March 7, 2024. | |
| 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: March 8, 2024 | ||||||
| By: | /s/ David M. Garfinkle | |||||
| David M. Garfinkle | ||||||
| Executive Vice President and Chief Financial Officer | ||||||