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): December 14, 2005 (December 8, 2005)
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.) |
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10 Burton Hills Boulevard, Nashville, Tennessee 37215
(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 (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))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
Accelerated Vesting of Employee and Executive Officer Stock Options
On December 9, 2005, Corrections Corporation of America (the “Company”) announced that effective December 30,
2005, its Board of Directors, through its Compensation Committee, will accelerate the vesting of
unvested, outstanding options previously awarded to its employees. In addition, to prevent
unintended benefits to the Company’s executive officers and
other employees, (i) resale restrictions will
be imposed on shares obtained through the accelerated vesting process
and (ii) certain key employees will be required to enter into non-solicitation, non-disclosure and non-compete
agreements.
The Resale Restriction Agreements that the Company will enter into with each of these
employees as of December 30, 2005, prevent the sale of any shares acquired from the exercise of an
accelerated option prior to the earlier of (i) the original vesting date of the option or (ii) the
individual’s termination of employment. In addition, the Resale Restriction Agreements that the
Company will enter into with certain key employees require the employees to enter into
non-solicitation, non-disclosure and non-compete agreements with a term of one year following the
employee’s termination of employment.
The terms of the Resale Restriction Agreements are generally as described above, subject in
all respects to the terms and conditions of the Forms of Resale Restriction Agreement, which are
filed as a part of this Current Report as Exhibit 10.1 and Exhibit 10.2,
respectively, and are incorporated herein in their entirety by this reference.
A copy of the press release announcing the foregoing is filed as a part of this Current Report
as Exhibit 99.1 and is incorporated herein in its entirety by this reference.
Modification of Cash Retainers for Non-Employee Directors
The Company also announced that its Board of Directors, upon recommendation of its
Compensation Committee, has modified the cash retainers that will be paid to the Company’s
non-employee directors in 2006. The retainers and meeting fees to be
paid to non-employee directors for 2005 and 2006 are set forth below.
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| Retainers
and Fees |
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2005 (Current) |
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2006 (Modified) |
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Board retainer |
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$ |
45,000 |
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$ |
50,000 |
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Board meeting fee |
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$ |
3,000 |
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$ |
3,000 |
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Audit chair retainer |
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$ |
7,500 |
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$ |
10,000 |
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Audit member retainer |
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$ |
2,000 |
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$ |
2,000 |
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Compensation, Nominating and Governance chair retainer |
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$ |
2,000 |
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$ |
5,000 |
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Committee chair meeting fee (excluding
Executive) |
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$ |
2,500 |
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$ |
2,500 |
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Non-chair committee meeting fee |
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$ |
2,000 |
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$ |
2,000 |
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In addition to the cash compensation set forth above, each non-employee director receives a
nondiscretionary annual grant of a non-qualified option for the purchase of 4,000 shares of the
Company’s common stock. The option has an exercise price equal to the fair market value of the
stock on the grant date and is fully vested as of the grant date. The terms and amounts of the
nondiscretionary option grants were not modified with respect to 2005 or 2006.