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): February 13,
2008 (February 13, 2008)
Corrections Corporation of America
(Exact name of registrant as specified in its charter)
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| Maryland
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001-16109
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62-1763875 |
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| (State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer |
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Identification No.) |
10 Burton Hills Boulevard, Nashville, Tennessee 37215
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.02. |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On
February 13, 2008, the Board of Directors (the “Board”) of Corrections Corporation of
America, a Maryland corporation (the “Company”), in accordance with the Company’s Bylaws, expanded
the size of the Board from twelve members to thirteen members and appointed Dennis W. DeConcini to
serve as a new member of the Board until the 2008 Annual Meeting of Stockholders or until his
respective successor is elected and qualified. The Board has not yet made any decisions with
respect to Mr. DeConcini’s potential membership on any committees of the Board. The Board has
determined that Mr. DeConcini is independent within the meaning of the rules of the Securities and
Exchange Commission and the New York Stock Exchange as currently in effect. There are no
arrangements or understandings between Mr. DeConcini and any other person or persons pursuant to
which the Mr. DeConcini was selected as a director of the Company. There are also no transactions
in which Mr. DeConcini has an interest requiring disclosure pursuant to Item 404(a) of Regulation
S-K.
In connection with his appointment to the Board, Mr. DeConcini was granted an option to
purchase 3,000 shares of the Company’s common stock. The option was issued pursuant to the
Company’s Amended and Restated 2000 Stock Incentive Plan and is subject to an individual award
agreement, the form of which was previously filed with the Securities and Exchange Commission.
Mr. DeConcini, age 70, served as a member of the United States Senate as a Senator from
Arizona for three terms. He currently is a partner in the law firm
DeConcini McDonald Yetwin and Lacy in Tuscon, Arizona, and a principal in the lobbyist consulting firm Parry, Romani,
DeConcini & Symms in Washington, DC. Mr. DeConcini serves as a member of the board of directors
for Ceramic Protection Corp, a Toronto Stock Exchange listed company that designs, develops and
manufactures ceramic and composite components for ballistic armor and industrial wear protection
systems. He also is a member of the Arizona Board of Regents and the Board of Directors of the
National Center for Missing and Exploited Children. Mr. DeConcini received his B.A. from the
University of Arizona in 1959 and his L.L.D. from the University of Arizona in 1963.
On February 13, 2008, the Company issued a press release announcing the appointment of
Dennis W. DeConcini to serve as a new member of the Board. A copy of the press release is
attached hereto as Exhibit 99.1.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits.
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99.1 |
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Press Release dated February 13, 2008 |
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.
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| Date: February 13, 2008 |
CORRECTIONS CORPORATION OF AMERICA
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/s/ Todd J Mullenger
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Todd J Mullenger |
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Executive Vice President and
Chief Financial Officer |
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