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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): March 5, 2025

 

 

CoreCivic, Inc.

(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.)

 

5501 Virginia Way

Brentwood, Tennessee

  37027
(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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on

which registered

Common Stock   CXW   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Directors

On March 7, 2025, 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 eleven (11) directors to fourteen (14) directors and appointed S. Dawn Smith (“Ms. Smith”), Stacey Tank (“Ms. Tank”), and Nina Tran (“Ms. Tran”) to fill the vacancies created by such expansion, effective March 17, 2025 (the “Effective Date”). Each of Ms. Smith, Ms. Tank, and Ms. Tran will hold office from the Effective Date until the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”), at which time each will be considered for election to the Company’s Board for a one-year term expiring in 2026.

The Board has determined that Ms. Smith, Ms. Tank, and Ms. Tran are independent within the meaning of the New York Stock Exchange listing standards as currently in effect. The Board expects to appoint Ms. Smith, Ms. Tank, and Ms. Tran to one or more committees at a later date.

Ms. Smith, Ms. Tank, and Ms. Tran will participate in the compensation program for non-employee directors as described in the Company’s Proxy Statement, filed with the Securities and Exchange Commission on March 28, 2024. Other than the foregoing compensation arrangements, there are no other arrangements or understandings between Ms. Smith, Ms. Tank, or Ms. Tran and any other persons pursuant to which Ms. Smith, Ms. Tank, or Ms. Tran was appointed as a director. None of Ms. Smith, Ms. Tank or Ms. Tran is a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.

Director Resignation

On March 7, 2025, Robert Dennis (“Mr. Dennis”), who has been a member of the Board since February 2013, notified the Company of his intent not to stand for re-election as a member of the Board at the 2025 Annual Meeting. Mr. Dennis will serve his remaining term but will resign from the Board, including from his service on the Board’s Compensation and Executive Committee, effective as of the 2025 Annual Meeting.

The decision by Mr. Dennis to not stand for re-election and resign from the Board is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The size of the Board will be reduced to twelve effective at the 2025 Annual Meeting, reflecting the resignation of Mr. Dennis and the concurrent resignation from the Board of Anne L. Mariucci previously disclosed by the Company on February 28, 2025.

A copy of the press release announcing the appointment of Ms. Smith, Ms. Tank, and Ms. Tran to the Board and Mr. Dennis’ intention to retire from the Board is attached as Exhibit 99.1 and is incorporated herein by reference.

 

Item 8.01

Other Events.

On March 5, 2025, the Company issued a press release announcing that it has agreed under an amended intergovernmental services agreement (“IGSA”) between the City of Dilley, Texas, and U.S. Immigration and Customs Enforcement (“ICE”) to resume operations and care for up to 2,400 individuals at the South Texas Family Residential Center in Dilley, Texas. Simultaneously, CoreCivic entered into a new lease agreement with Target Hospitality Corporation, the owner of the facility, over a period co-terminus with the ICE agreement. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K includes statements as to our beliefs and expectations of the outcome of future events that are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. 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. Such forward-looking statements may be affected by risks and uncertainties in the Company’s business and market conditions. 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 Securities and Exchange Commission (“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) Exhibits.

 

99.1    Press Release, dated March 7, 2025.
99.2    Press Release dated March 5, 2025
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: March 7, 2025   CORECIVIC, INC.
    By:  

/s/ David M. Garfinkle

     

David M. Garfinkle

Executive Vice President and Chief Financial Officer

EX-99.1 2 d891854dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

News Release    LOGO

 

Contact:   

Investors: Michael Grant—Managing Director, Investor Relations—(615) 263-6957

Media: Steve Owen – Vice President, Communications—(615) 263-3107

CORECIVIC APPOINTS DAWN SMITH, STACEY TANK, AND NINA TRAN TO ITS

BOARD OF DIRECTORS

Brentwood, Tenn. – March 7, 2025 – CoreCivic, Inc. (NYSE: CXW) (CoreCivic or the Company) announced today that, effective March 17, 2025, Dawn Smith, Stacey Tank, and Nina Tran will be appointed as independent members of the Company’s Board of Directors (the Board), expanding the Board from eleven to fourteen directors, thirteen of whom have been determined by the Board to be independent. CoreCivic’s new board members are expected to join various board committees in the future.

Additionally, on March 7, 2025, Robert Dennis notified the Company of his intent not to stand for re-election as a member of the Board at the Company’s 2025 Annual Meeting of Stockholders (the Annual Meeting). The Company previously announced on February 27, 2025, that Anne L. Mariucci also notified the Company of her intent not to stand for re-election as a member of the Board at the Annual Meeting. Ms. Mariucci and Mr. Dennis will serve their remaining terms and will resign from the Board, including from service on the Board’s various committees, at the Annual Meeting. The size of the Board will be reduced to twelve at the Annual Meeting.

“We are excited to have Dawn, Stacey, and Nina join our Board,” said Damon Hininger, CoreCivic’s Chief Executive Officer. “Each brings unique skills and vision to our Board. Dawn has a deep background in corporate law, operational leadership and information technology. Stacey holds executive leadership positions in both commercial and non-profit entities, and has leadership experience at large publicly-traded companies. Nina brings decades of financial and accounting expertise and executive leadership with a focus on real estate.”

“We are also extremely grateful for the valuable contributions and long service of our board members, Anne Mariucci and Bob Dennis, who have been on CoreCivic’s board for 13 years and 12 years, respectively. We believe the Company truly is better for their counsel through many transformational years, and we wish them well.”

S. Dawn Smith, 61, serves as President of Cologix, Inc. (Cologix) since August 2018 and was formerly its President and Chief Operating Officer. At Cologix, she has responsibility for driving all aspects of design, construction, engineering, and operations of the firm’s extensive infrastructure of secure, hyperscale edge data center sites and solutions. Additionally, Ms. Smith is responsible for the IT, legal, HR and procurement functions at Cologix. She previously served as the executive vice president and chief legal officer of McAfee, where she led the legal and government relations organization globally. Prior to McAfee, Ms. Smith was the senior vice president and chief legal officer at VMware. She previously served in legal advisory roles at Wilson Sonsini Goodrich & Rosati and as a partner at Morrison & Foerster LLP, where she practiced for nearly a decade in corporate and securities law, including mergers and acquisitions, public company corporate governance, compliance, and venture capital transactions. Also, Ms. Smith served in the U.S. Navy’s nuclear propulsion program which manages the design, construction, and operation of nuclear-powered ships and facilities. She currently serves on the board of directors of Health Catalyst, Inc. Ms. Smith holds a B.S. from the U.S. Naval Academy, an M.B.A. from Providence College, and a J.D. from Stanford Law School.

 

 

5501 Virginia Way, Brentwood, Tennessee 37027, Phone: 615-263-3000


Page 2

 

Stacey Tank, 43, currently serves as Chief Executive Officer of Bespoke Beauty Brands, a role she has held since September 2023. Additionally, Ms. Tank is a Board Member at Interior Logic Group, Inc., where she serves on the Audit and Compliance committees. Previously, Ms. Tank served as Chief Transformation Officer of the Heineken Company and at The Home Depot, her responsibilities included leading the multi-billion-dollar Home Depot Installation Services and Home Depot Measurement Services businesses. She also served as President of The Home Depot Foundation. Ms. Tank is the Founder and CEO of Our Happy Place, a non-profit focused on childhood mental wellness. Ms. Tank is a fellow at the Aspen Institute and the World Economic Forum and holds a Bachelor of Science in Marketing Management and Television-Radio-Film from Syracuse University.

Nina A. Tran, 56, currently serves as a board member of American Asset Trust, a publicly-traded real estate investment trust (REIT) where she also serves on the Audit and Corporate Governance and Nominations Committee. Ms. Tran also currently serves as a director and is the audit committee chairperson of both Compass Datacenters and Catalyst Impact Fund. Currently, Ms. Tran is an advisor to Roofstock, Inc., a leading proptech platform for single-family rental investors. From March 2021 until December 2022, Ms. Tran served as the chief financial officer for Pacaso, a real estate technology company focused on second home co-ownership. From 2016 to 2021, Ms. Tran was the chief financial officer at Veritas Investments, Inc., an owner and manager of mixed-use real estate properties. From 2013 to 2016, Ms. Tran served as the chief financial officer of Starwood Waypoint Residential Trust, a leading publicly-traded REIT that owns and operates single-family rental homes. Prior to joining Starwood Waypoint, Ms. Tran spent 18 years at Prologis, Inc., the largest publicly-traded global industrial REIT. Ms. Tran served as senior vice president and chief accounting officer, and most recently as chief global process officer, where she helped lead the merger integration between AMB and Prologis. Prior to Prologis, Ms. Tran was a senior associate with PricewaterhouseCoopers. From 2016 to 2024, Ms. Tran served on the board of directors and was the audit committee chairperson of Apartment Income REIT before the company was taken private. Ms. Tran also previously served on the advisory board of the Asian Pacific Fund. Ms. Tran holds a Bachelor of Science degree in Accounting at California State University East Bay.

About CoreCivic

CoreCivic is a diversified, government-solutions company with the scale and experience needed to solve tough government challenges in flexible, cost-effective ways. We provide a broad range of solutions to government partners that serve the public good through high-quality corrections and detention management, a network of residential and non-residential alternatives to incarceration to help address America’s recidivism crisis, and government real estate solutions. We are the nation’s largest owner of partnership correctional, detention and residential reentry facilities, and believe we are the largest private owner of real estate used by government agencies in the United States. We have been a flexible and dependable partner for government for more than 40 years. Our employees are driven by a deep sense of service, high standards of professionalism and a responsibility to help government better the public good. Learn more at www.corecivic.com.

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EX-99.2 3 d891854dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

 

News Release    LOGO

 

Contact:   

Investors: Michael Grant—Managing Director, Investor Relations—(615) 263-6957

Media: Steve Owen—Vice President, Communications—(615) 263-3107

CORECIVIC ANNOUNCES RESUMPTION OF OPERATIONS AT SOUTH TEXAS

FAMILY RESIDENTIAL CENTER IN DILLEY, TEXAS

Brentwood, Tenn. – March 5, 2025 – CoreCivic, Inc. (NYSE: CXW) (“CoreCivic”) announced today that it has agreed under an amended intergovernmental services agreement (IGSA) between the City of Dilley, Texas, and U.S. Immigration and Customs Enforcement (ICE) to resume operations and care for up to 2,400 individuals at the South Texas Family Residential Center in Dilley, Texas (the Dilley Facility). Simultaneously, CoreCivic has entered into a new lease agreement with Target Hospitality Corporation (Target), the owner of the facility, over a period co-terminus with the ICE agreement.

The Dilley Facility was purpose-built for ICE in 2014 to provide an appropriate setting for a family population. CoreCivic managed the Dilley Facility from its construction in 2014 through August 2024, when funding for the contract with ICE was terminated and the facility was idled. CoreCivic will again be responsible for providing residential services in an open and safe environment that offers residents indoor and outdoor recreational activities, life skills, counseling, group interaction, and access to religious and legal services. In addition, CoreCivic will assume the additional responsibility of onsite medical care. Food services will be provided by Target.

The amended IGSA expires in March 2030 and may be further extended through bilateral modification. The agreement provides for a fixed monthly payment in accordance with a graduated schedule to correlate with the activation of each neighborhood within the facility. Total annual revenue once fully activated is expected to be approximately $180 million, inclusive of medical services. We began pre-activation activities earlier this year and expect this award to be accretive to earnings beginning in the second quarter of 2025.

Damon T. Hininger, CoreCivic’s Chief Executive Officer, commented, “With this award and the additional capacity provided to ICE through four contract modifications we announced last week, we are grateful for the trust our government partner has placed in us. We have an extensive supply of available beds, either owned directly or provided by third parties like Target, that provides our government partners the flexibility to satisfy their immediate and long-term needs in a cost-effective manner. We are entering a period when our government partners — particularly our federal government partners — are expected to have increased demand. We anticipate continued robust contracting activity throughout 2025 that will help meet their growing needs.”

Patrick Swindle, CoreCivic’s President and Chief Operating Officer stated, “We are offering our staff the opportunity to transfer to the Dilley Facility and expect many who accept transfer opportunities will be professionals who previously provided services at the facility prior to its closure last year, expediting the activation process. We are also pleased to again work with Target, which has been a fantastic partner since our relationship began in 2014.”

 

5501 Virginia Way, Brentwood, Tennessee 37027, Phone: 615-263-3000


Page 2

 

About CoreCivic

CoreCivic is a diversified, government-solutions company with the scale and experience needed to solve tough government challenges in flexible, cost-effective ways. We provide a broad range of solutions to government partners that serve the public good through high-quality corrections and detention management, a network of residential and non-residential alternatives to incarceration to help address America’s recidivism crisis, and government real estate solutions. We are the nation’s largest owner of partnership correctional, detention and residential reentry facilities, and believe we are the largest private owner of real estate used by government agencies in the United States. We have been a flexible and dependable partner for government for more than 40 years. Our employees are driven by a deep sense of service, high standards of professionalism and a responsibility to help government better the public good. Learn more at www.corecivic.com.

Cautionary Note Regarding Forward-Looking Statements

This press release includes statements as to our beliefs and expectations of the outcome of future events that are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements may include such words 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. Such forward-looking statements may be affected by risks and uncertainties in CoreCivic’s business and market conditions. 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 CoreCivic with the Securities and Exchange Commission (“SEC”) and include the risk factors described in CoreCivic’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, CoreCivic 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.

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