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CXW > SEC Filings for CXW > Form 8-K on 11-May-2012All Recent SEC Filings

Show all filings for CORRECTIONS CORP OF AMERICA | Request a Trial to NEW EDGAR Online Pro

Form 8-K for CORRECTIONS CORP OF AMERICA


11-May-2012

Submission of Matters to a Vote of Security Holders, Financial Statem


Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 10, 2012, Corrections Corporation of America (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"), for which the Board of Directors solicited proxies, at 10:00 a.m. local time at the Company's headquarters located at 10 Burton Hills Boulevard, Nashville, Tennessee. At the Annual Meeting, the stockholders voted on the following proposals as described in the Company's Proxy Statement dated March 30, 2012. A total of 92,244,582 of the Company's common stock, out of a total of 99,634,505 shares of common stock outstanding and entitled to vote, were present in person or represented by proxies at the Annual Meeting. The proposals voted on by the stockholders at the Annual Meeting were as follows:

Proposal 1: Election of Directors

The election of 14 persons, named in the Proxy Statement, to serve as members of the Company's Board of Directors until the Annual Meeting of Stockholders in 2013 and until their successors are duly elected and qualified. The following is a list of the directors elected at the Annual Meeting with the number of votes "For" and "Withheld", as well as the number of "Broker Non-Votes":

      NOMINEE                      FOR            WITHHELD        BROKER NON-VOTES
      John D. Ferguson           84,453,067        2,455,982              5,335,533
      Damon T. Hininger          86,673,786          235,263              5,335,533
      Donna M. Alvarado          86,747,720          161,329              5,335,533
      William F. Andrews         75,700,205       11,208,844              5,335,533
      John D. Correnti           83,425,538        3,483,511              5,335,533
      Dennis W. DeConcini        86,745,660          163,389              5,335,533
      John R. Horne              83,428,029        3,481,020              5,335,533
      C. Michael Jacobi          84,141,691        2,767,358              5,335,533
      Anne L. Mariucci           86,677,364          231,685              5,335,533
      Thurgood Marshall, Jr.     86,641,405          267,644              5,335,533
      Charles L. Overby          84,581,753        2,327,296              5,335,533
      John R. Prann, Jr.         83,429,248        3,479,801              5,335,533
      Joseph V. Russell          83,425,460        3,483,589              5,335,533
      Henri L. Wedell            84,680,048        2,229,001              5,335,533

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012 was approved. The following is a list of the number of votes "For" and "Against" with regard to this proposal, as well as the number of "Abstentions":

FOR AGAINST ABSTENTIONS BROKER NON-VOTES
90,027,812 2,212,707 4,063 -


Proposal 3: Advisory Vote on Executive Compensation

The advisory vote on the executive compensation paid to the Company's Named Executive Officers was approved. The following is a list of the number of votes "For" and "Against" with regard to this proposal, as well as the number of "Abstentions":

FOR AGAINST ABSTENTIONS BROKER NON-VOTES
81,540,167 5,330,592 38,290 5,335,533

Proposal 4: Stockholder Proposal

The stockholder proposal requesting biannual reports describing the Company's efforts to reduce prisoner sexual abuse at the Company's facilities and including system-wide statistical data, was not approved. The following is a list of the number of votes "For" and "Against" with regard to this proposal, as well as the number of "Abstentions":

                  FOR        AGAINST     ABSTENTIONS   BROKER NON-VOTES
               14,659,053   64,354,673    7,895,323       5,335,533


Item 8.01   Other Events.

Quarterly Dividend

On May 11, 2012, the Company announced that its Board of Directors has declared a quarterly cash dividend of $0.20 per share of common stock. The record date for the dividend will be the close of business on June 8, 2012, and the dividend is payable on June 22, 2012. Future dividend declarations, as well as the record and payment dates for such dividends, are subject to the final determination of the Company's Board of Directors. A copy of the press release issued by the Company with respect to this dividend declaration is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Redemption of Notes

On May 11, 2012, the Company notified the trustee for its 6.75% Senior Notes due 2014 (the "2014 Notes") of the Company's election to call for redemption on June 14, 2012 (the "Redemption Date:") $60,000,000 principal amount of the 2014 Notes, and directed the trustee to provide at least 30 days' notice of such redemption to the holders of the 2014 Notes. The Notes will be redeemed at a price equal to 100% of the principal amount, together with accrued and unpaid interest to June 14, 2012. Following this redemption, $90,000,000 principal amount of the Notes will remain outstanding.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

99.1 Press Release regarding Quarterly Dividend, dated as of May 11, 2012


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