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 31, 2010
(March 26, 2010)
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
Identification No.) |
10 Burton Hills Boulevard, Nashville, Tennessee 37215
(Address of principal executive offices) (Zip Code)
(615) 263-3000
(Registrants 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):
o Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o 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 Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
Letter Agreement Regarding Employment Contracts
On March 31, 2010, Corrections Corporation of America (the Company) entered into letter
agreements with each of its executive officers who are currently party to employment agreements.
The letter agreement provides for certain changes to the change in control provisions of the
executive officers employment agreements. First, the letter agreement eliminates the modified
single trigger element of the provisions, which formerly allowed the executive officer to receive
specified payments upon his resignation for any reason following a change in control. Now, only a
termination without cause by the Company or a resignation by the executive officer following a
material reduction in the executive officers duties, powers, compensation or authority will
provide the basis for receiving specified payments following a change in control. In addition, the
letter agreement provides that the definition of change in control in the employment agreement is
amended to conform to the definition contained in the Companys 2008 Stock Incentive Plan, such
that the agreements will now provide that the consummation of a specified transaction by the
Company (and not just stockholder approval thereof) will constitute a change in control.
Notice of Resignation of Executive Officer; Appointment of Executive Officer
On March 31, 2010, the Company announced it has selected Steve Groom to succeed G.A. Puryear
IV as Executive Vice President, General Counsel and Secretary of the Company. Mr. Puryear notified
the Company on March 26, 2010 that he will be resigning to accept a position with another company
following a brief transition period.
Since joining the Company in March 2001, Mr. Groom, age 58, has served as a valuable member of
the Companys legal department. Mr. Groom has more than 30 years of business and legal experience.
Prior to joining the Company, Mr. Groom was a partner in the law
firm of Stites & Harbison in Nashville, Tennessee and
served in managing attorney and general counsel roles with SunTrust
Bank, Inc. He earned his
law degree from the University of Memphis, where he was a member of the Law Review, and a bachelors
degree from Lipscomb University in Nashville. Mr. Groom has served on the adjunct faculty of
Lipscomb Universitys MBA program, teaching Corporate Governance and The Legal & Regulatory
Environment of Business. He also serves on the Board of Visitors of Lipscomb Universitys College
of Business and the Board of Advisors of the Institute for Conflict Management.
Item 8.01. Other Events.
On March 31, 2010, the Company issued a press release announcing the new executive officer
appointment. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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99.1
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Press Release dated March 31, 2010. |