CoreCivic (CXW) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 15, 2025, allowing global participation at minimal cost.

• Stockholders can vote online, by phone, mail, or during the meeting; advance voting is encouraged.

• Proxy materials are available online, with printed copies upon request, supporting cost savings and environmental goals.

Voting matters and shareholder proposals

• Stockholders will vote on electing 12 directors, ratifying Ernst & Young LLP as auditor, and an advisory say-on-pay vote for executive compensation.

• Board recommends voting FOR all proposals.

• Shareholders can submit proposals or director nominations for the 2026 meeting by specified deadlines.

Board of directors and corporate governance

• Board consists of 14 directors, 12 standing for re-election; 11 of 12 nominees are independent.

• Chair and CEO roles are separated; Mark A. Emkes is Chair, Damon T. Hininger is CEO.

• Five standing committees: Audit, Compensation, Nominating and Governance, Risk, and Executive, all with independent members.

• Board diversity includes six diverse directors, with recent refreshment efforts adding new members.

• Stock ownership guidelines apply to executives and directors to align interests with shareholders.