In compliance with the Eleventh Amended and Restated Bylaws of the company, the Board of Directors of CoreCivic, Inc., a Maryland corporation, increased the number of directors from ten to twelve on March 7, 2024. Alexander R. Fischer and Catherine Hernandez-Blades were chosen to fill the vacancies left by this expansion, which took effect on March 15, 2024. Both Mr. Fischer and Ms. Hernandez-Blades will remain in office from the Effective Date until the Company’s Annual Meeting of Stockholders in 2024, at which point they will each be forward for election to the Board of Directors of the Company for a one-year term that ends in 2025.
As per the current listing rules of the New York Stock Exchange, the Board has concluded that both Mr. Fischer and Ms. Hernandez-Blades are independent. At a later time, the Board hopes to assign Mr. Fischer and Ms. Hernandez-Blades to one or more committees.
According to the Company’s previously announced pay plans for non-employee directors, which are detailed in the Proxy Statement the Company filed with the Securities and Exchange Commission on March 28, 2023, Ms. Hernandez-Blades and Mr. Fischer will receive their compensation. Apart from the above mentioned remuneration plans, neither Ms. Hernandez-Blades nor Mr. Fischer have any additional agreements or understandings with any other individuals that would have led to their appointment as directors. Mr. Fischer and Ms. Hernandez-Blades are not involved in any transactions with the Company that would necessitate disclosure in accordance with Regulation S-K Item 404(a).
