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): May 15, 2015 (May 14, 2015)
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 5.07 Submission of Matters to a Vote of Security Holders.
Corrections Corporation of America (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 14, 2015 and there were present in person or represented by proxy 109,154,145 shares of the Company’s common stock representing 93.35% of the 116,927,005 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 directors to 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, 2015 and (iii) approved the compensation of the Company’s named executive officers. The number of votes “For”, “Against” and “Abstain” as well as the number of broker non-votes for each proposal were as follows:
Proposal 1: The election of John D. Ferguson, Damon T. Hininger, Donna M. Alvarado, John D. Correnti, Robert J. Dennis, C. Michael Jacobi, Anne L. Mariucci, Mark A. Emkes, Thurgood Marshall, Jr., Charles L. Overby, John R. Prann, Jr. and Joseph V. Russell to serve as members of the Company’s Board of Directors until the next annual meeting of stockholders and until their successors are duly elected and qualified:
| Nominee |
For | Against | Abstain | Broker Non-Votes |
||||||||||||
| John D. Ferguson |
100,164,847 | 514,665 | 36,663 | 8,437,970 | ||||||||||||
| Damon T. Hininger |
100,369,826 | 312,904 | 33,445 | 8,437,970 | ||||||||||||
| Donna M. Alvarado |
99,984,879 | 697,514 | 33,782 | 8,437,970 | ||||||||||||
| John D. Correnti |
100,319,207 | 363,065 | 33,903 | 8,437,970 | ||||||||||||
| Robert J. Dennis |
99,479,717 | 1,194,796 | 41,662 | 8,437,970 | ||||||||||||
| C. Michael Jacobi |
92,310,644 | 8,365,257 | 40,274 | 8,437,970 | ||||||||||||
| Anne L. Mariucci |
100,021,259 | 663,611 | 31,305 | 8,437,970 | ||||||||||||
| Mark A. Emkes |
100,096,013 | 583,077 | 37,085 | 8,437,970 | ||||||||||||
| Thurgood Marshall, Jr. |
100,553,798 | 145,332 | 17,045 | 8,437,970 | ||||||||||||
| Charles L. Overby |
99,570,860 | 1,105,487 | 39,828 | 8,437,970 | ||||||||||||
| John R. Prann, Jr. |
99,971,847 | 709,555 | 34,773 | 8,437,970 | ||||||||||||
| Joseph V. Russell |
99,565,329 | 1,114,437 | 36,409 | 8,437,970 | ||||||||||||
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, 2015:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 106,755,004 |
2,383,097 | 16,044 | — |
Proposal 3: An advisory vote to approve the compensation paid to the Company’s named executive officers:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 99,063,649 |
1,560,968 | 91,558 | 8,437,970 |
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, 2015
| CORRECTIONS CORPORATION OF AMERICA | ||
| By: | /s/ David M. Garfinkle | |
| David M. Garfinkle | ||
| Executive Vice President and Chief Financial Officer | ||