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 12, 2016

 

 

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))

 

 

 

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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 12, 2016 and there were present in person or represented by proxy 112,672,830 shares of the Company’s common stock representing 95.9% of the 117,460,831 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 nine directors to the Company’s Board of Directors (ii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016 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 Damon T. Hininger, Donna M. Alvarado, Robert J. Dennis, C. Michael Jacobi, Anne L. Mariucci, Mark A. Emkes, Thurgood Marshall, Jr., Charles L. Overby and John R. Prann, Jr. 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
Damon T. Hininger			103,275,712				716,232				57,671				8,623,215
Donna M. Alvarado			103,747,445				245,526				56,644				8,623,215
Robert J. Dennis			100,538,106				3,454,218				57,291				8,623,215
C. Michael Jacobi			93,277,914				10,737,838				33,863				8,623,215
Anne L. Mariucci			103,898,084				94,571				56,960				8,623,215
Mark A. Emkes			103,349,769				642,211				57,635				8,623,215
Thurgood Marshall, Jr.			103,244,345				771,675				33,595				8,623,215
Charles L. Overby			103,279,831				712,719				57,065				8,623,215
John R. Prann, Jr.			103,130,436				862,896				56,283				8,623,215

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, 2016:

 

For		Against		Abstain		Broker Non-Votes
111,760,651		868,744		43,435		—

Proposal 3: An advisory vote to approve the compensation paid to the Company’s named executive officers:

 

For		Against		Abstain		Broker Non-Votes
102,406,128		1,560,843		82,644		8,623,215

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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 12, 2016