Business Context and Reporting Period
Company: CoreCivic, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: July 17, 2025
Subject: Adoption of the Amended and Restated Executive Severance and Change in Control Plan, effective July 25, 2025.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and executive compensation arrangements.
Material Changes
The Board of Directors adopted amendments to the Executive Severance and Change in Control Plan affecting Covered Executives (CEO, CFO, and Executive Vice Presidents). Key changes include:
- Definition Updates: "Annual Cash Bonus" is now defined as the target amount in effect on the Date of Termination. "Severance Amount" is defined as Base Salary plus Annual Cash Bonus.
- Change in Control Period: Extended to 18 months immediately following a Change in Control.
- CEO Severance Outside Change in Control: Increased from Base Salary to 2 times the Severance Amount for termination without Cause or resignation for Good Reason.
- Severance During Change in Control: The multiplier for lump sum cash payments was adjusted from 2.99 times Base Salary to:
- 2.5 times the Severance Amount for the CEO.
- 1.5 times the Severance Amount for all other Covered Executives.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding business operations. The primary risk disclosed relates to the increased potential liability for executive severance payments under specific termination scenarios, particularly for the CEO outside of a Change in Control period.
Investor Verification Checklist
- Review Exhibit 10.1 for the full text of the Amended Severance Plan.
- Verify the specific definitions of "Base Salary" and "Annual Cash Bonus" within the plan to calculate potential payout scenarios.
- Assess the impact of the increased CEO severance multiplier (2x Severance Amount) on potential future cash outflows.
- Confirm the effective date of July 25, 2025, for the new terms.