CoreCivic (NYSE: CXW) 2026 meeting reelects board and backs pay

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Filing Exhibits & Attachments

8-K Event Classification

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Key Terms

What did CoreCivic (CXW) stockholders approve at the 2026 annual meeting?

How many CoreCivic (CXW) shares were represented at the 2026 annual meeting?

Were all CoreCivic (CXW) director nominees elected at the 2026 meeting?

Did CoreCivic (CXW) stockholders ratify Ernst & Young as auditor for 2026?

How did CoreCivic (CXW) shareholders vote on executive compensation in 2026?

What was the level of support for CoreCivic (CXW) director Thurgood Marshall, Jr.?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

CoreCivic, Inc. reported the voting results of its 2026 annual meeting of stockholders, held by live webcast. Stockholders representing 89,552,695 shares of common stock, or 90.56% of the 98,886,782 shares outstanding and entitled to vote, were present in person or by proxy.

All eleven director nominees received strong support and were elected to serve until the 2027 annual meeting. Stockholders also ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, and approved on an advisory basis the compensation of the company’s named executive officers.

2 items: 5.07, 9.01

2 items

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Shares represented: 89,552,695 shares Participation rate: 90.56% Shares outstanding: 98,886,782 shares +5 more

8 metrics

Shares represented 89,552,695 shares Present or by proxy at 2026 annual meeting

Participation rate 90.56% Of 98,886,782 shares outstanding and entitled to vote

Shares outstanding 98,886,782 shares Common stock outstanding and entitled to vote at meeting

Auditor ratification For votes 86,938,264 votes For ratifying Ernst & Young LLP for 2026

Auditor ratification Against votes 2,574,779 votes Against ratifying Ernst & Young LLP for 2026

Say-on-pay For votes 81,424,967 votes Advisory approval of named executive officer compensation

Say-on-pay broker non-votes 7,431,950 votes Broker non-votes on advisory compensation proposal

Director Emkes For votes 80,679,022 votes Votes for election of Mark A. Emkes as director

broker non-votes, independent registered public accounting firm, advisory vote, named executive officers, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes 81,424,967 | | 593,667 | | 102,111 | | 7,431,950"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory vote financial

"An advisory vote to approve the compensation of the Company’s named executive officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

named executive officers financial

"approved on an advisory basis the compensation of the Company’s named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

annual meeting of stockholders financial

"the Company held its 2026 annual meeting of stockholders via live webcast"

Understanding 8-K Material Events →

05/18/2026 - 06:01 AM

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 14, 2026

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:

☐	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 5.07.

Submission of Matters to a Vote of Security Holders.

On May 14, 2026, the Company held its 2026 annual meeting of stockholders (the “Annual Meeting”) via live webcast. At the Annual Meeting there were present in person or represented by proxy 89,552,695 shares of the Company’s common stock, which represented approximately 90.56% of the 98,886,782 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 eleven (11) directors to the Company’s Board of Directors (the “Board”); (ii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and (iii) approved on an advisory basis the compensation of the Company’s named executive officers. The results of each proposal submitted to a vote of the stockholders at the Annual Meeting are forth below.

Proposal 1: The eleven (11) nominees for director received the number of votes reported below:


Nominee	For		Against		Abstain		Broker Non-Votes
Mark A. Emkes		80,679,022		1,411,424		30,299		7,431,950
Alexander R. Fischer		81,505,070		584,767		30,908		7,431,950
Catherine Hernandez-Blades		81,215,329		853,518		51,898		7,431,950
Stacia A. Hylton		81,115,013		949,839		55,893		7,431,950
Harley G. Lappin		81,427,087		662,010		31,648		7,431,950
Thurgood Marshall, Jr.		78,996,765		3,094,182		29,798		7,431,950
Devin I. Murphy		81,217,840		872,201		30,704		7,431,950
S. Dawn Smith		81,591,780		493,460		35,505		7,431,950
Patrick D. Swindle		81,449,243		635,250		36,252		7,431,950
Stacey M. Tank		81,586,779		501,387		32,579		7,431,950
Nina A. Tran		81,710,666		372,490		37,589		7,431,950

Accordingly, Mr. Emkes, Mr. Fischer, Ms. Hernandez-Blades, Ms. Hylton, Mr. Lappin, Mr. Marshall, Mr. Murphy, Ms. Smith, Mr. Swindle, Ms. Tank and Ms. Tran were elected to serve until the Company’s 2027 Annual Meeting of Stockholders and until their respective successor is duly qualified and elected.

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, 2026:


For	Against	Abstain
86,938,264	2,574,779	39,652

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


For	Against	Abstain	Broker Non-Votes
81,424,967	593,667	102,111	7,431,950

Item 9.01.

Financial Statements and Exhibits.

(d) The following exhibits are filed as part of this Current Report on Form 8-K:


104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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.

Source: View Original Filing on SEC EDGAR

CoreCivic stockholders elected eleven directors, ratified Ernst & Young LLP as auditor, and approved executive compensation on an advisory basis. All three proposals received strong support, confirming the existing board lineup, the audit firm, and the current pay practices for named executive officers.

A total of 89,552,695 CoreCivic common shares were represented in person or by proxy. This represented 90.56% of the 98,886,782 shares outstanding and entitled to vote, indicating a high level of shareholder participation in the 2026 annual meeting.

Yes, all eleven CoreCivic director nominees were elected. Each nominee, including Mark A. Emkes, Alexander R. Fischer, and others, received more votes “for” than “against,” with additional broker non-votes recorded, and will serve until the 2027 annual meeting of stockholders.

Stockholders ratified Ernst & Young LLP as CoreCivic’s independent registered public accounting firm for 2026, with 86,938,264 votes for, 2,574,779 against, and 39,652 abstentions. This approval confirms the continued engagement of Ernst & Young to audit the company’s 2026 financial statements.

In the advisory vote on executive compensation, 81,424,967 shares voted for, 593,667 against, and 102,111 abstained, with 7,431,950 broker non-votes. This indicates shareholder approval of the compensation program for CoreCivic’s named executive officers on a non-binding basis.

Director nominee Thurgood Marshall, Jr. received 78,996,765 votes for, 3,094,182 against, and 29,798 abstentions, plus 7,431,950 broker non-votes. Although his “for” margin was narrower than some peers, stockholders still provided sufficient support for his election to the board.

Date: May 18, 2026

CORECIVIC, INC.

/s/ David M. Garfinkle

David M. Garfinkle

Executive Vice President and Chief Financial Officer

3 documents