Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 9, 2009, at the Annual Meeting of Stockholders (the "Annual Meeting")
of America Service Group Inc. (the "Company"), the Company's stockholders
approved the America Service Group Inc. 2009 Equity Incentive Plan (the "2009
Equity Plan"). A description of the material terms of the 2009 Equity Plan is
set forth under the heading "Proposal Two: Approval of the 2009 Equity Incentive
Plan" in the Company's definitive proxy statement for the Annual Meeting filed
with the Securities and Exchange Commission on April 30, 2009 (the "Proxy
Statement"), which description is incorporated by reference into this Item 5.02.
The foregoing description of the 2009 Equity Plan does not purport to be
complete and is qualified in its entirety by reference to the full text of the
2009 Equity Plan, a copy of which is included as Annex A to the Proxy Statement
and is incorporated herein by reference.
Item 8.01. Other Events.
The Company's stockholders also elected the following individuals at the
Annual Meeting to serve as directors of the Company until the 2010 Annual
Meeting of Stockholders or until their successors are duly elected and
qualified: Burton C. Einspruch, M.D., William M. Fenimore, Jr., John W. Gildea,
Richard Hallworth, John C. McCauley, Michael W. Taylor and Richard D. Wright.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
10.1 America Service Group Inc. 2009 Equity Incentive Plan (incorporated by
reference to Annex A of the Company's Definitive Proxy Statement on
Schedule 14A filed April 30, 2009).
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Signatures
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.
AMERICA SERVICE GROUP INC.
Date: June 10, 2009 By: /s/ Michael W. Taylor
Michael W. Taylor
Executive Vice President and Chief
Financial Officer