Corecivic Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect the eleven nominees named in the Proxy Statement to serve on the Board of Directors until the next annual meeting.

2. 2

   Non-Binding Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Non-binding advisory ratification of the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote to Approve the Compensation of Named Executive Officers

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the Compensation Discussion and Analysis and accompanying tables in the Proxy Statement.

   More detail

   This management proposal asks stockholders to cast a non-binding advisory vote approving the compensation paid to the Company’s Named Executive Officers as disclosed in the CD&A and related tables. Management seeks this approval to validate its compensation philosophy, which emphasizes pay-for-performance and retention: base salary, an annual cash incentive tied to Adjusted EBITDA and specific short-term goals with a Strategic Business Goals modifier, and a significant equity component consisting of time-based and performance-based RSUs that vest over multi-year periods and are adjusted by a relative TSR modifier. The Compensation Committee frames the program to align executives with stockholders through Normalized FFO performance metrics and an rTSR modifier, and to reinforce retention via multi-year vesting schedules and stock ownership guidelines. For 2025 the plan included special incentives for activating idle facilities and a Strategic Business Goals modifier tied to resident reentry, human-rights consultations, employee retention initiatives, and frontline vacancy reduction—factors management argues are material to long-term value and risk management. The Board recommends FOR the proposal, arguing the program appropriately balances short- and long-term incentives, includes safeguards (caps, minimum thresholds, and clawback/recoupment policies), and is competitive within the peer group used by the Compensation Committee. Because the vote is advisory, it will not bind the Compensation Committee, but the Committee has committed to review and consider the voting outcome when setting future pay. The Company’s 2025 outcomes (e.g., Adjusted EBITDA, Normalized FFO, rTSR) produced above-target payouts and equity vesting; management asserts that these results demonstrate the pay-for-performance design. Investors should note the non-binding nature of the vote, the detailed mechanics (Adjusted EBITDA ranges, Short-Term Goals, Strategic Business Goals modifiers, Normalized FFO vesting grid and rTSR adjustments), and the potential governance considerations (large equity grants, special one-time awards, and change-in-control/severance provisions) that bear on assessing alignment between executive pay and shareholder interests.

4. 4

   Other Matters

   Management

   Such other matters as may properly come before the virtual Annual Meeting or any adjournments or postponements thereof.

   More detail

   This is a catch‑all, procedural proposal covering any additional matters properly presented at the meeting, including adjournments or procedural questions. It does not describe a specific substantive action and, as of the date of the Proxy Statement, the Company is not aware of any other matters to be presented. The Board has authorized the named proxy holders to vote proxies on any such matters as recommended by the Board or, if no recommendation is given, in their discretion; this gives the Company flexibility to address unforeseen or ministerial items at the meeting. For stockholders, the practical effect is that routine procedural items or uncontested ministerial matters will typically be resolved by the Board’s designees, while any unexpected substantive proposal would likely be accompanied by disclosure and discussion. Broker discretionary voting limitations and the treatment of abstentions or broker non‑votes may affect the outcome for certain categories of proposals. Investors concerned about any unanticipated items should monitor filings and meeting disclosures and, if needed, contact Investor Relations prior to voting. Because this proposal is undefined by nature, shareholders do not have a specific recommendation from the Board and should consider whether to provide discretionary proxies or to vote case‑by‑case.

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When is the Corecivic Inc 2026 annual meeting?

Corecivic Inc (CXW) holds its 2026 annual shareholder meeting on Thursday, May 14, 2026.

What is the record date for the Corecivic Inc 2026 meeting?

The record date for the Corecivic Inc 2026 meeting is Wednesday, March 18, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Corecivic Inc's 2026 meeting?

The board is presenting 12 director nominees at the Corecivic Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Corecivic Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Corecivic Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.