Item 8.01. Other Events.
On September 19, 2022, the United States District Court for the Middle District
of Tennessee (the "Court") issued an order (the "Preliminary Order") providing
for preliminary approval of the proposed settlement of the claims asserted
nominally on behalf of CoreCivic, Inc. (the "Company") against the individual
defendants named in the previously disclosed stockholder derivative action
entitled In re CoreCivic, Inc. Shareholder Derivative Litigation (No.
3:16-CV-03040) pending before the Court (the "Litigation") in accordance with
the Stipulation of Settlement, dated September 9, 2022 (the "Stipulation of
Settlement"). The Stipulation of Settlement, which is intended to resolve all
pending stockholder derivative matters related to the Litigation, calls for the
Company to adopt certain governance changes and to pay plaintiffs' counsel
$3,500,000 in attorneys' fees. The Company had adequately accrued this liability
as of June 30, 2022. The Preliminary Order set a final settlement approval
hearing for December 1, 2022. In the event the Court grants final approval of
the settlement, CoreCivic intends to seek dismissal of the other stockholder
derivative actions related to the Litigation - Friedmann v. Emkes, et al., No.
17-96-I (Tenn. Ch. Davidson Cnty); Delgrosse v. Ferguson, et al., Consolidated
Case No. 16-1228-IV (Tenn. Ch. Davidson Cnty.); and Whitehead v. Hininger, et
al., No. 24-C-19-000501 OT (Md. Cir. Ct. Balt. City).
As required by the Preliminary Order, the Company is filing the Stipulation of
Settlement and the Notice of Proposed Settlement of Derivative Action (the
"Notice") with this Current Report on Form 8-K, copies of which are attached
hereto as Exhibits 99.1 and 99.2, respectively, and incorporated herein by
reference.
On September 30, 2022, the Company also posted a copy of the Notice and the
Stipulation of Settlement to the Investor Relations section of the Company's
website, which can be found at
https://ir.corecivic.com/corporate-governance/governance-highlights.
Item 9.01. Financial Statements and Exhibits.
99.1 Notice of Proposed Settlement of Derivative Action.
99.2 Stipulation of Settlement dated September 9, 2022.
104 Cover Page Interactive Data File (embedded within the inline XBRL document).
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