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): April 21, 2010 (April 20, 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 |
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Identification No.) |
10 Burton Hills Boulevard, Nashville, Tennessee 37215
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
(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. |
As previously reported on March 31, 2010, the Company announced it has selected Steven E.
Groom to succeed G.A. Puryear IV as Executive Vice President, General Counsel and Secretary of the
Company. Mr. Groom’s appointment is effective April 21, 2010. In connection with his appointment,
the Company entered into an employment agreement with Mr. Groom. The material terms of Mr. Groom’s
employment agreement are generally described below, subject in all respects to the terms and
conditions of the employment agreement, which is attached hereto as Exhibit 10.1 and is
incorporated herein in its entirety by this reference.
Duties. Mr. Groom will serve as Executive Vice President, General Counsel and Secretary of the
Company and such other office or offices to which he may be appointed or elected by the Board of
Directors of the Company. Subject to the direction and supervision of the Board of Directors of the
Company, Mr. Groom will perform such duties as are customarily associated with the offices of the
Executive Vice President, General Counsel and Secretary and such other offices to which he may be
appointed or elected by the Board of Directors.
Term. Subject to the termination provisions described below, the term of the employment
agreement expires on December 31, 2010 and is subject to an additional one-year automatic renewal
unless either party gives not less than 60 days prior written notice to the other party that it is
electing not to extend the agreement.
Compensation. The agreement provides an annual base salary of $240,000.00 as well as customary
benefits, including bonuses pursuant to the Company’s cash compensation incentive plans (assuming
applicable performance targets are met), stock options or restricted stock awards pursuant to the
Company’s equity incentive plans, life and health insurance, and reimbursement for membership fees
in connection with memberships in professional and civic organizations which are approved in
advance by the Company. Pursuant to the terms of the agreement, the Company will also reimburse Mr.
Groom for all reasonable travel and other business expenses incurred by Mr. Groom in performance of
his duties. Compensation payable under the agreement is subject to annual review by the Board of
Directors, or a committee or subcommittee thereof to which compensation matters have been
delegated, and may be increased based on Mr. Groom’s personal performance and the performance of
the Company.
Termination of Agreement. Under the agreement, if the Company terminates the employment of Mr.
Groom with “cause,” it is only required to pay Mr. Groom his base salary earned through the date of
such termination. If the Company terminates the employment of Mr. Groom without “cause,” including
non-renewal by the Company, the Company generally is required to pay a cash severance payment equal
to Mr. Groom’s annual base salary then in effect, payable in accordance with a predetermined
schedule based on the date of termination. In the event of termination in connection with a “change
in control,” if Mr. Groom’s employment is terminated by the Company (other than for “cause”) or,
subject to certain procedural requirements, by Mr. Groom for “good reason” upon or within two (2)
years following a “change in control,” Mr. Groom will be entitled to receive (i) a lump sum cash
payment equal to 2.99 times his base salary then in effect, (ii) certain tax reimbursement
payments, and (iii) coverage under existing life, medical, disability, and health insurance plans
for a period of one year.
Non-Competition. Pursuant to the terms of the agreement, Mr. Groom is prohibited from
competing with the Company during the term of his employment and for a period of one year following
termination of employment. Mr. Groom is also subject to certain confidentiality and non-disclosure
provisions during this period.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Employment Agreement, dated as of April 20, 2010, with Steven E. Groom.