UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x☒                 Filed by a Party other than the Registrant  ¨☐

Check the appropriate box:

Corrections Corporation of AmericaCoreCivic, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

March 30, 201629, 2018

To our Stockholders:

You are invited to attend the 20162018 Annual Meeting of Stockholders of Corrections Corporation of AmericaCoreCivic, Inc. (the “Company”) to be held at 10:00 a.m., local time, on Thursday, May 12, 2016,10, 2018, at the Company’s corporate headquarters, 10 Burton Hills Boulevard, Nashville, Tennessee. The Notice of Annual Meeting and Proxy Statement, both of which accompany this letter, provide details regarding the business to be conducted at the meeting, as well as other important information about the Company.

Following the formal matters to be addressed at the meeting, stockholders will have the opportunity to ask questions about the Company.

If you wish to attend the meeting, you will need to request an admission ticket in advance. Instructions on how you can request an admission ticket are on page 2 of the Proxy Statement.

Along with the other members of the Board of Directors and management, we look forward to greeting you at the Annual Meeting if you are able to attend.

Sincerely,

Sincerely,

John D. Ferguson

Chairman of the Board of Directors

Damon T. Hininger

President and Chief Executive Officer

Mark A. Emkes

Chairman of the Board of Directors

Damon T. Hininger

President and Chief Executive Officer

CORRECTIONS CORPORATION OF AMERICACORECIVIC, INC.

10 Burton Hills Boulevard

Nashville, Tennessee 37215

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON THURSDAY, MAY 12, 201610, 2018

The Annual Meeting of Stockholders of CoreCivic, Inc. (the “Annual Meeting”) will be held at 10:00 a.m., local time, on Thursday, May 12, 2016,10, 2018, at our corporate headquarters, 10 Burton Hills Boulevard, Nashville, Tennessee. At the Annual Meeting, stockholders will consider and act on the following items of business:

We are pleased to take advantage of Securities and Exchange Commission (“SEC”) rules that allow issuers to furnish proxy materials to their stockholders over the internet. We believe these rules allow us to provide our stockholders with the information they need in a timely and convenient manner, while lowering the costs of delivery and reducing the environmental impact of our annual meeting.the Annual Meeting. Our Proxy Statement and Annual Report to Stockholders (including our Letter to Stockholders and 20152017 Annual Report on Form10-K) are available on our website at www.cca.com.www.corecivic.com. Additionally, and in accordance with SEC rules, you may access our proxy materials athttp://materials.proxyvote.com/22025Y21871N. You canmay request copies of the proxy materials, including our Proxy Statement, without charge by sending a written request to CCA,CoreCivic, Attention: Cameron Hopewell, Managing Director of Investor Relations, 10 Burton Hills Boulevard, Nashville, Tennessee 37215, or by calling Cameron Hopewell at(615) 263-3000.

Your vote is important. You may vote by internet or toll-free telephone. If you receive a copy of theour Proxy Statement and proxy statement and card by mail, you may vote by completing, signing and returning the proxy card in the accompanying postage-paid envelope. Please refer to the proxy card and the accompanying Proxy Statement for additional information regarding your voting options. Even if you plan to attend the Annual Meeting, please take advantage of one of the advance voting options to ensure that your shares are represented at the Annual Meeting. You may revoke your proxy at any time before it is voted by following the procedures described in the accompanying Proxy Statement.

Stockholders of record at the close of business on March 14, 201612, 2018 are entitled to vote at the Annual Meeting and any adjournments or postponements thereof.

By Order of the Board of Directors,

/s/ Scott D. Irwin

Steven E. Groom Scott D. Irwin

Executive Vice President, General Counsel and Secretary

March 30, 201629, 2018

Nashville, Tennessee

TABLE OF CONTENTS

ii

CORRECTIONS CORPORATION OF AMERICACORECIVIC, INC.

PROXY STATEMENT

FOR

THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON THURSDAY, MAY 12, 201610, 2018

We are providing this Proxy Statement in connection with the solicitation by the Board of Directors or the Board,(our “Board”) of Corrections Corporation of America,CoreCivic, Inc., a Maryland corporation (the “Company,” “CCA,“CoreCivic,” “we” or “us”), of proxies to be voted at our 20162018 Annual Meeting of Stockholders and any adjournmentadjournments or postponement of the meetingpostponements thereof (the “Annual Meeting”).

On or about March 30, 2016,29, 2018, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be mailed to our stockholders as of the record date containing instructions on how to access this Proxy Statement, and the Annual Report to Stockholders (including our Letter to Stockholders and 20152017 Annual Report on Form10-K) and other proxy materials online, and how to vote. If you prefer to receive the proxy materials in the mail and to vote by mail, the Notice also contains instructions on how to request a printed copy. You will not receive printed copies of the proxy materials in the mail unless you specifically request them.

The Annual Meeting will take place on Thursday, May 12, 2016,10, 2018, at 10:00 a.m., local time, at our corporate headquarters, 10 Burton Hills Boulevard, Nashville, Tennessee. All stockholders who are entitled to vote at the meeting are invited to attend. Seating at the Annual Meeting is limited and will be available on a first come, first served basis.basis to stockholders who obtained an admission ticket in advance of the Annual Meeting. All stockholders of record will need to present an admission ticket and a form of personal photo identification in order to be admitted to the Annual Meeting. Instructions on how stockholders can request an admission ticket are provided on page 2 of the Proxy Statement under the heading “What do I need to attend the Annual Meeting?”. The Notice provides proof of ownership or, if your shares are held in the name of a bank, broker or other holder of record, you may bring a brokerage statement dated on or after March 14, 2016 as proof of ownership with you to the Annual Meeting. To obtain directions to attend the Annual Meeting and vote in person, please contact Cameron Hopewell, our Managing Director, Investor Relations, at 10 Burton Hills Boulevard, Nashville, Tennessee 37215, (615) 263-3000.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON THURSDAY, MAY 12, 2016.10, 2018.

The Company’s Proxy Statement and Annual Report to Stockholders (including our Letter to Stockholders and 20152017 Annual Report on Form10-K) are available on our website at www.cca.com.www.corecivic.com. Additionally, and in accordance with SEC rules, you may access our proxy materials athttp://materials.proxyvote.com/22025Y21871N..

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

What matters will be acted on at the Annual Meeting?

Stockholders are asked to consider and vote on the following matters at the Annual Meeting:

As of the date of this Proxy Statement, we are not aware of any other matters that will be presented for action at the Annual Meeting.

Who is entitled to vote at the Annual Meeting?

Stockholders of record of our common stock at the close of business on the “record date” are entitled to receive notice of and to vote at the Annual Meeting. TheOur Board of Directors has fixed the close of business on March 14, 201612, 2018 as the record date.

As of the record date, there were 117,460,831118,543,632 shares of common stock outstanding and entitled to vote. Holders of common stock are entitled to one vote for each share of common stock held as of the record date on each matter to be voted on at the Annual Meeting.

What do I need to attend the Annual Meeting?

If you wish to attend the Annual Meeting, you must be a stockholder as of the March 14, 201612, 2018 record date. You must request an admission ticket in advance by visitingwww.proxyvote.com and following the instructions provided (you will need the 12 digit control number included on the Notice, your proxy card or voter instruction form or Notice)form). Tickets will be issued only to registered and beneficial owners.owners as of the record date. Stockholders who own shares as joint-tenants will be issued one ticket with both names on the ticket.

Requests for admission tickets will be processed in the order in which they are received and must be requestedreceived no later than May 11, 2016.9, 2018. Please note that seating is limited and requests for tickets will be accepted on a first-come, first-served basis. On the day of the Annual Meeting, each stockholder will be required to present an admission ticket and valid picture identification such as a driver’s license or passport with their admission ticket.passport. No person will be admitted to the Annual Meeting without these credentials. Seating will begin at 9:15 a.m. local time and the Annual Meeting will begin at 10:00 a.m. local time.

Please note that cameras (including cell phones with photographic or video capabilities), recording devices and other electronic devices will not be permitted at the meeting.Annual Meeting.

What areHow does our Board recommend I vote on each of the Board of Directors’ recommendations?proposals?

Our Board of Directors recommends that you vote:

If you submit a signed proxy card or submit your proxy by telephone or internet and do not specify how you want your shares voted, the proxy holder will vote your shares withaccording to the recommendations of theour Board of Directors set forth above. Further, if any other matter properly comes before the Annual Meeting or any adjournmentadjournments or postponementpostponements thereof, the proxy holders will vote as recommended by theour Board of Directors or, if no recommendation is given, in their own discretion.

Why did I receive athe Notice in the mail instead of a full set of printed proxy materials?

Pursuant to rules adopted by the SEC,Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we are sending athe Notice regarding the internet availability of the proxy materials to most of our stockholders of record and beneficial

owners. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or to request to receive a printed set of proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice. In addition, stockholders may request receipt of proxy materials in printed form by mail or electronically bye-mail on an ongoing basis by following instructions set forth in the Notice.

How do I vote?

You can vote either in person by attending the Annual Meeting or by proxy without attending(whether or not you attend the Annual Meeting.Meeting).

If you are a record holder, you can submit your vote by proxy in any of the following ways:

If a bank, broker or other nominee was the record holder of your stock on the record date, you will be able to instruct your bank, broker or other nominee on how to vote by following the instructions on the voting instruction form or the Notice that you receive from your bank, broker or other nominee. If you wish to vote in person at the Annual Meeting, you will need to present a valid proxy from your broker, bank or other nominee authorizing you to vote your shares at the Annual Meeting.

As a record holder, if you submit voting instructions by telephone or by the internet, you may change your vote by following the same instructions used in originally voting your shares. If your shares are held in the name of a broker, bank, trust or other nominee, you may change your voting instructions by following the instructions of your broker, bank, trust or other nominee. Attendance at the meetingAnnual Meeting will not by itself revoke a previously granted proxy.

Your vote is important. Whether or not you plan to attend the Annual Meeting in person, we urge you to submit your voting instructions to the proxy holders as soon as possible.

What are brokernon-votes?

A “brokernon-vote” occurs when a broker, bank or other nominee holding shares for a beneficial owner has not received voting instructions from the beneficial owner and the broker, bank or other nominee does not have discretionary authority to vote the shares. Brokers, banks and other nominees do not have discretionary authority to vote on the election of directors to serve on our Board (Proposal 1) or the advisory vote to approve the compensation paid to our executive compensationNamed Executive Officers (Proposal 3). Thus, if you hold your shares in street name and do not provide voting instructions on these proposals to your broker, bank or other nominee, on these proposals, your shares will be considered to be brokernon-votes and will not be voted on such proposal.proposals. Shares that constitute brokernon-votes will be counted as present at the Annual Meeting for the purpose of determining a quorum, but will not be considered entitled to vote on the proposal in question.Proposal 1 or Proposal 3. Brokers, banks and other nominees generally have discretionary authority to vote on Proposal 2, the ratification of the selection of Ernst & Young LLP as our independent registered public accountants.accounting firm.

What vote is required to approve each proposal?

Quorum Requirement. The presence, in person or by proxy, of the Company’s stockholders entitled to cast a majority of the votes entitled to be cast at the Annual Meeting is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and brokernon-votes will be treated as shares present and entitled to vote for purposes of determining the presence of a quorum. Failure of a quorum to be represented at the Annual Meeting will necessitate an adjournment or postponement of the Annual Meeting, and will subject the Company to additional expense.

Election of Directors. Under the Company’s SeventhNinth Amended and Restated Bylaws (the “Bylaws”), adopted by theour Board in January 2016,December 2017, a majority of all of the votes cast at the Annual Meeting is required for the election of each nominee in an uncontested election of directors. A majority of votes cast means the number of shares cast “for” a nominee’s election exceeds the number of votes cast “against” that nominee. Brokers do not have discretionary authority to vote on the election of directors. Abstentions and brokernon-votes will have no effect on the outcome of the vote of the election of directors as they are not considered votes cast.

Director nominees in contested elections will continue to be elected by plurality vote. An election will be considered contested if conducted at a meeting at which a stockholder has nominated an individual for election for director in compliance with the advance notice requirements set forth in the Bylaws, and such stockholder nomination has not been withdrawn on or prior to the tenth day preceding the date the Company first mails its notice of such meeting to the stockholders.

If a director nominee is an incumbent director and does not receive a majority of the votes cast in an uncontested election, that director will continue to serve on theour Board as a “holdover” director, but must tender his or her resignation to theour Board promptly after certification of the election results of the stockholder vote. The Nominating and Governance Committee of theour Board will then recommend to theour Board whether to accept the resignation or whether other action should be taken. TheOur Board will act on the tendered resignation, taking into account the recommendation of theour Nominating and Governance Committee, and theour Board’s decision will be publicly disclosed within 90 days after certification of the election results of the stockholder vote. A director who tenders his or her resignation after failing to receive a majority of the votes cast will not participate in the recommendation of theour Nominating and Governance Committee or the decision of theour Board with respect to his or her resignation.

Ratification of Ernst & Young LLP. The affirmative vote of the holders of a majority of votes castthe shares present in person or represented by proxy at the Annual Meeting and entitled to vote is required to approve the ratification of the appointment of Ernst & Young LLP as the Company’sour independent registered public accounting firm for the fiscal year ending December 31, 2016.2018. If the Company’sour stockholders do not ratify the appointment of Ernst & Young LLP, theour Audit Committee will reconsider the appointment and may affirm the appointment or retain another independent accounting firm. If the appointment is ratified, theour Audit Committee may in the future replace Ernst & Young LLP as our independent registered public accounting firm if it is in the Company’sour best interest to do so. Abstentions and broker non-votes will not be counted as “for” or “against” the ratification and thus will have no effect on the proposal. Because brokers have discretionary authority to vote on the ratification of auditor,the selection of Ernst & Young LLP as our independent registered public accountants, we do not expect any brokernon-votes in connection with this proposal. If you abstain from voting on this proposal, your abstention will have the same effect as a vote against the proposal.

Advisory Vote on Executive Compensation. The affirmative vote of the holders of a majority of votes castthe shares present in person or represented by proxy at the Annual Meeting and entitled to vote is required to approve thenon-binding advisory vote of compensation paid to our named executive officers.Named Executive Officers. Because your vote is advisory, it will not be binding on theour Board of Directors or the Company. However, theour Board of Directorsand our Compensation Committee will review the voting results and take them into consideration when making future decisions regarding executive compensation paid by the Company to its named executive officers. Abstentions and broker non-votes will not be counted as “for” or “against” the approval of our advisory voteNamed Executive Officers. If you abstain from voting on executive compensation and thusthis proposal, your abstention will have nothe same effect on thisas a vote against the proposal.

Where can I find the Annual Meeting voting results?

We will announce the voting results at the Annual Meeting. We also will report the voting results on a Form8-K, which we expect to file with the SEC within four business days after the Annual Meeting has been held.

How and when may I submit a stockholder proposal for the Company’s 20172019 Annual Meeting?

Our annual meeting of stockholders generally is held in May of each year. Consistent with applicable SEC rules, we will consider for inclusion in our proxy materials for next year’s annual meeting stockholder proposals that are actually received at our executive offices no later than December 2, 2016November 29, 2018 and that comply with other SEC rules regarding form and content. Proposals must be sent to the following address: CCA,CoreCivic, Attention: Secretary, 10 Burton Hills Boulevard, Nashville, Tennessee 37215.

Other stockholder proposals may be raised at next year’s annual meeting (but not considered for inclusion in our proxy materials) if timely received and otherwise in compliance with the advance notice provisions of our Bylaws. In order to be timely, notice must be actually received at our executive offices (the address listed above) between February 13, 20178, 2019 and March 13, 2017.11, 2019.

How can I obtain the Company’s Annual Report on Form10-K?

Any stockholder who desires a copy of our Annual Report on Form10-K for the year ended December 31, 2015,2017, as filed with the SEC, may obtain a copy without charge by visiting our website, www.cca.com.www.corecivic.com. A copy of our Annual Report on Form10-K can also be obtained, free of charge, upon written request to theCoreCivic, Attention: Cameron Hopewell, Managing Director of Investor Relations, Corrections Corporation of America, 10 Burton Hills Boulevard, Nashville, Tennessee 37215.

What are the costs of soliciting these proxies?

The Company pays the cost of soliciting proxies. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through brokers, custodians and other like parties to the beneficial owners of shares of our common stock, in which case we will reimburse these parties for their reasonableout-of-pocket expenses. Proxies may also be solicited personally or by telephone,e-mail or faxfacsimile by directors, officers and employees of the Company. No additional compensation will be paid for these services.

How many copies of the Notice and proxy materials should I receive if I share an address with another stockholder?

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single copy of the Notice and, to the extent requested, a single set of proxy materials addressed to those stockholders. This process, which is commonly referred to as

“householding, “householding,” potentially provides extra convenience for stockholders and cost savings for companies. The Company and some brokers household proxy materials unless contrary instructions have been received from the affected stockholders. Once

you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If at any time you no longer wish to participate in householding and would prefer to receive a separate copy of the Notice or, to the extent requested, set of proxy materials, or if you are receiving multiple copies of proxy materials and wish to receive only one, please notify your broker if your shares are held in a brokerage account or our transfer agent, identified below, if you hold registered shares. You canmay also notify us by sending a written request to CCA,CoreCivic, Attention: Cameron Hopewell, Managing Director of Investor Relations, 10 Burton Hills Boulevard, Nashville, Tennessee 37215, or by calling Cameron Hopewell at(615) 263-3000.

Whom should I contact if I have any questions?

If you have any questions about the Annual Meeting or these proxy materials, please contact Cameron Hopewell, our Managing Director of Investor Relations, at 10 Burton Hills Boulevard, Nashville, Tennessee 37215,(615) 263-3000. If you are a registered stockholder and have any questions about your ownership of our common stock, please contact our transfer agent, the American Stock Transfer and Trust Company, at 6201 15^th Avenue, Brooklyn, New York 11219,(800) 937-5449, or Cameron Hopewell, Managing Director of Investor Relations, at the address and phone number above. If your shares are held in a brokerage account, please contact your broker.

CORPORATE GOVERNANCE

We believe that effective corporate governance is important to our long-term healthsuccess and our ability to create value for our stockholders. With leadership from our Nominating and Governance Committee, our Board of Directors regularly evaluates regulatory developments and trends in corporate governance to determine whether our policies and practices in this area should be enhanced. TheOur Nominating and Governance Committee also administers an annual self-evaluation process for theour Board of Directors and its standing committees. In addition, our directors are encouraged to attend director education programs, which are reimbursed by the Company.

You can access our current corporate charter, Bylaws, Corporate Governance Guidelines, Board committee charters, Code of Ethics and Business Conduct and certain other corporate governance information on our website, www.cca.comwww.corecivic.com (under the “Corporate Governance” section of the Investors page).

Director Independence

Mr. FergusonMessrs. Hininger and Mr. HiningerLappin are the only members of the Board of Directors who currentlynot independent directors because they are employed by the Company and are thus not independent, and as we announced in February 2015, Mr. Ferguson has announced his intention to retire from the Board and will not stand for re-election at the Annual Meeting. TheCompany. Our Board has determined that all of our other directors are independent. Accordingly, 9eight of our 1110 current directors and 8 of our 9 director nominees are independent and ourindependent. Our Audit, Risk, Compensation and Nominating and Governance Committees are composed entirely of independent directors. In making its independence determinations, theour Board used the requirements and standards for director independence set forth inprescribed by the New York Stock Exchange (“NYSE”) corporate governance listing standards (Section 303A) and with respect to Audit Committee members, Section 10A(m)(3) of the Securities Exchange Act of 1934.SEC, and considers all relevant facts and circumstances.

Separation of Chairman and Chief Executive Officer

We do not have a formal policy regarding the separation of our Chairman of the Board of Directors (our “Chairman”) and Chief Executive Officer (“CEO”) positions. In general, theour Board of Directors believes that the determination depends on the circumstances, including the Board of Directors’our Board’s evaluation of the person or persons available to serve in those positions and the needs of the Company at a particular time.

Pursuant to our Bylaws, theour Chairman presides over meetings of theour Board of Directors and meetings of the stockholders at which he or she is present, and has general oversight responsibility for our business and affairs. TheOur CEO has responsibility for implementation of the policies of the Company, as determined by theour Board, of Directors, and for the administration of our business affairs. TheOur CEO also has responsibility for presiding over any meeting of theour Board of Directors or of the stockholders at which theour Chairman is not present.

Since October 2009, the roles of Chairman and CEO have been held separately. John D. FergusonMark A. Emkes currently serves as executiveour Chairman, of the Board of Directors and is an employee of the Company, while Damon T. Hininger serves as our President and CEO. Prior to October 2009, Mr. Ferguson served as our CEO. Mr. Ferguson has previously announced his intention to retire from theOur Board and is not standing for re-election at the Annual Meeting. The Board reviewed and discussed the Board leadership structure and the specific role and responsibilities of the Chairman of the Board and in February 2016 appointed Mr. Emkes to serve as Chairman of the Board, effective as of Mr. Ferguson’s retirement at the Annual Meeting.

The Board of Directors believes that the Company’s leadership structure is appropriate. Having Mr. Hininger serve as President and CEO, while Mr. Emkes will serveserves as independentour Chairman, helps us achieve important objectives. Mr. Hininger is positioned to fully focus his energies on implementing our business strategy and administering ourday-to-day affairs. Mr. Emkes will beis positioned to draw on his relationships with existing Board members and his past experience to effectively discharge the duties of Chairman, while also serving as a resource to Mr. Hininger. TheOur Board of Directors considers many factors when determining how to best select theour Chairman, including: familiarity with the Company and its business, proximity in location to the Company’s headquarters, experience as a leader and consensus builder, willingness and availability to dedicate sufficient time to the Company and experience working with other public companies.

Executive Sessions of our Board

Executive sessions of our Board, or meetings of our non-managementindependent directors without management present, are held periodically in order to provide an opportunity for the outside directors to discuss openly any and all matters. During 2015, the outside directors met in executive session two (2) times. Our Corporate Governance Guidelines provide that Executiveexecutive sessions of our Board are called and chaired by an independent director appointed from time to time by theour Nominating and Governance Committee. Joseph V. RussellMark A. Emkes currently serves as the Executiveexecutive session chair; Charles L. Overby served in such role until Mr. Russell’s appointment in May 2015.chair.

Board of Directors Meetings and Committees

Our Board of Directors is responsible for establishing the Company’sour broad corporate policies and strategic objectives, reviewing our overall performance and overseeing management’s performance. Among other things, theour Board of Directors selects and evaluates our executive officers, establishes, reviews and approves our corporate objectives and strategies and evaluates and approves major acquisitions and capital commitments.

TheOur Board of Directors currently consists of 11 members, 910 directors, all of whom are standing for re-electionelection at the Annual Meeting and are identified, along with their biographical information, under “Proposal 1—Election of Directors.”Directors” beginning on page16 of this Proxy Statement.

TheIn 2017, our Board of Directors met fivefour times in 2015.regular session, and our independent directors met eight times in executive session. It is customary for our independent directors to meet in executive session prior to, and following the conclusion of, regular meetings of our Board. Each director attended at least 75% of the total number of meetings of theour Board of Directors and of the meetings held by all board committees of our Board on which such director served. The Board of Directors has adopted as its policyOur Corporate Governance Guidelines provide that all directors are strongly encouragedexpected to attend each annual meeting of stockholders. All of the directors attended last year’s annual meeting of stockholders.

Our Board of Directors has five regularly standing committees: the Audit, Compensation, Nominating and Governance, Risk and Executive Committees. The Risk Committee was first established in August 2015. Each regularly standing committee has a written charter that has been approved by the committee, the Nominating and the Board of DirectorsGovernance Committee and thatour Board. Each committee charter is reviewed at least annually. Our Board and its committees may act by unanimous written consent without convening a meeting, and our Board appoints and delegates certain duties to special committees from time to time as permitted by our Bylaws. The table below shows the current composition of each of our regularly standing Boardand special committees as of the date of this Proxy Statement, together with a summary of each committee’s responsibilities and the number of meetings each committee held in 2015. The Board of Directors and its committees also act by unanimous written consent and the Board of Directors appoints and delegates certain duties to special committees of the Board from time to time as permitted by the Bylaws of the Company.2017. A more complete description of theeach standing committeescommittee follows the table.

Audit Committee

Our Audit Committee is charged with:responsible for:

TheOur Board has determined that each member of theour Audit Committee is independent as defined by the standards of the NYSE and Rule10A-3 under the Securities Exchange Act of 1934. The1934, as amended (the “Exchange Act”). Our Board also has determined that each member is “financially literate” as defined by the rules of the NYSE, and that Mr. Jacobieach of Ms. Mariucci and Mr. Prann each areis qualified as an “audit committee financial expert” as defined in Item 407(d) of RegulationS-K under the Securities Exchange Act of 1934.Act. The full text of the Audit Committee charter is available on the Company’s website at www.cca.comwww.corecivic.com (under the “Corporate Governance” section of the Investors page). The Audit Committee was formerly known as the Audit and Risk Committee. In August 2015, as a result of its regular evaluation of the responsibilities of its committees, our Board amended the responsibilities of the committee in its charter to refine and confirm its leadership role in oversight of audit matters specifically, renamed the committee the Audit Committee to reflect these changes and created a new committee, the Risk Committee, to oversee the coordination of the Board’s oversight of risk assessment and management. The Risk Committee is further discussed below.

Compensation Committee

TheOur Compensation Committee approves the compensation of our CEO and other executive officers, including annually reviewing and approving corporate goals and objectives relevant to their compensation. TheOur Compensation Committee is responsible for ensuring that our compensation programs are designed to encourage high performance, promote accountability and adherence to Company values and align with the interests of our stockholders. TheOur Compensation Committee responsibilities include administration of cash and equity-based incentive compensation plans and stock ownership guidelines, evaluation of the performance of the executive officers and assessment of the material risks of our compensation programs. TheOur Compensation Committee is also responsible for reviewing, and making recommendations to theour Board regarding, the compensation of our Board of Directors.Board.

The Board has determined that each member of the Compensation Committee is independent as defined by the standards of the NYSE. We intend that each member also qualifies as an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code and as “non-employee director” within the meaning of the SEC’s Rule 16b-3. The full text of the Compensation Committee charter is available on the Company’s website at www.cca.com (under the “Corporate Governance” section of the Investors page).

TheOur Compensation Committee has retained PricewaterhouseCoopers LLP or PwC,(“PwC”) as its independent compensation consultant since 2000, to provide the committee with advice and guidance on the design and market competitiveness of the Company’sour executive compensation programs. PwC works directly with the chair of theour Compensation Committee and, as directed by the chair of theour Compensation Committee, with our Chief Executive Officer.CEO and other senior executives. In 2015,2017, PwC was retained by the Company to provide certainasset valuation services forwith respect to which PwC was paid an aggregate amount of fees paid for such services equal to approximately $176,000.$75,000. PwC was also paid an aggregate amount of approximately $34,000$22,000 for consulting with theour Compensation Committee on compensation matters. The valuation services were used in connection with the Company’s REIT qualification testing.testing and certain acquisitions. PwC has annually performed valuation services in anticipation of, and since, our initial conversion to a REIT. The decision to hire PwC for these services was made by management based on PwC’s experience and familiarity with the Company. Management reviews and obtains approval fromof the chair of theour Compensation Committee prior to engaging PwC for these services. Each year theour Compensation Committee reviews the independence of the compensation consultants and other advisors who provide advice to theour Compensation Committee, employing the independence factors specified in the NYSE listing standards. In its annual review of the independence of PwC in 2015, the2017, our Compensation

Committee reviewed management’s retention of PwC for the other services. TheOur Compensation Committee has determined that PwC is independent within the meaning of the NYSE listing standards, and the work ofperformed by PwC for the Company does not raise any conflicts of interest. In 2015,2017, PwC assisted theour Compensation Committee by providing the following compensation consulting services:

Compensation Committee Interlocks and Insider Participation

Our Board has determined that each of Donna Alvarado, (Chair), Robert Dennis, Mark Emkes and John R. Prann, Jr., who comprise all members of our Compensation Committee is independent as defined by the listing standards of the NYSE. In addition, there are no relationships among our executive officers, members of our Compensation Committee or entities whose executives serve on our Board or our Compensation Committee that require disclosure. Each member also qualifies as an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and as a“non-employee director” within the meaning of the SEC’sRule 16b-3. The full text of the Compensation Committee charter is available on the Company’s website atwww.corecivic.com (under the “Corporate Governance” section of the Investors page).

Nominating and Governance Committee

TheOur Nominating and Governance Committee is responsible for developing and overseeing theour Board’s Corporate Governance Guidelines, and a code of conduct applicable to members of the Board and for monitoring the independence of theour Board. TheOur Nominating and

Governance Committee also determines Board membership qualifications,qualifications; selects, evaluates and recommends to the Board nominees to fill vacancies as they arise,arise; reviews the performance of theour Board and its committeescommittees; and is responsible for director education. Other responsibilities include oversight of theour Board’s self-evaluation process and leading theour Board’s executive succession planning efforts. TheOur Board has determined that each member of theour Nominating and Governance Committee is independent as defined by the listing standards of the NYSE. The full text of the Nominating and Governance Committee charter is available on the Company’s website at www.cca.comwww.corecivic.com (under the “Corporate Governance” section of the Investors page).

TheOur Nominating and Governance Committee is authorized by our Board to identify director candidates; evaluate and consider candidates proposed by any director, member of management or stockholder; develop and implement screening processes it deems necessary and appropriate; and recommend for selection by our Board director nominees for each annual meeting of stockholders and, when necessary, vacancies on the Board. Our Nominating and Governance Committee is authorized by our Board to exercise sole authority in retaining any third-party search firm our Nominating and Governance Committee deems appropriate to identify and assist with the evaluation of director candidates; and has utilized that authority in past director searches.

Our Nominating and Governance Committee may utilize a variety of methods for identifying nominees for director. Candidates may come to the attention of theour Nominating and Governance Committee through current Board members, stockholders, members of management, director search firms and other persons. A stockholder who wishes to recommend a prospective nominee for theour Board should notify our Secretary in writing, along with any supporting material the stockholder considers appropriate, in accordance with the stockholder proposal provisions of our Bylaws. General information concerning the submission of stockholder proposals is provided above under the caption “How and when may I submit a stockholder proposal for the Company’s 20172019 Annual Meeting?”. Pursuant to Board policy, there are to be no differences in the manner in which theour Nominating and Governance Committee evaluates candidates based on the source of the recommendation.

The Nominating and Governance Committee is authorized by the Board to identify director candidates, evaluate and consider candidates proposed by any director, member of management or stockholder, develop and implement screening processes it deems necessary and appropriate and recommend for selection by the Board director nominees for each annual meeting of stockholders and, when necessary, vacancies on the Board. The Committee is authorized by the Board to exercise sole authority in retaining any third-party search firm the Committee deems appropriate to identify and assist with the evaluation of director candidates and has utilized that authority in past director searches.

TheOur Nominating and Governance Committee evaluates prospective nominees against the criteria in our Corporate Governance Guidelines, which include professional integrity and sound judgment,judgment; sufficient time available to devote to Board activities,activities; a general understanding of marketing, finance and other elements relevant to the success of a publicly-traded company in today’s business environment,environment; an understanding of our businessbusiness; and factors such as diversity, age, skills and educational and professional background. With respect to diversity, theour Nominating and Governance Committee considers diversity in terms of age, gender and ethnicity, as well as diversity of skills, expertise and experience, in its deliberations.

TheOur Nominating and Governance Committee may also consider other factors it deems relevant, including the current composition of theour Board in terms of independence, expertise, experience and special knowledge required for the effective discharge of Board responsibilities,responsibilities; whether there is a need to fill vacancies or expand or contract the size of the Board,Board; the balance of management and independent directors,directors; the structure, membership and need for expertise on our standing committeescommittees; and the qualifications of other prospective nominees. Nominees are not discriminated against on the basis of race, religion, national origin, sexual orientation, disability or any other basis proscribed by law.

With respect to determining whether current directors should stand forre-election, the our Nominating and Governance Committee also considers the director’s past attendance at meetings and participation in and contributions to the activities of theour Board and the Company. With respect to new candidates for Board service, a full evaluation may also include detailed background checks andin-person and telephonic interviews with theour Nominating and Governance Committee and other Board members. TheOur Nominating and Governance Committee evaluation process culminates with a decision as to whether or not to recommend the prospective nominee to the full Board for appointment and/or nomination.

Risk Committee

The Risk Committee was created in August 2015 after the Board had previously combined the responsibilities of risk oversight with the formerly-named Audit and Risk Committee, now called the Audit Committee. TheOur Risk Committee is charged with coordinating theour Board’s oversight of the Company’s riskour assessment and risk management practices (including our enterprise risk management program) and the Company’sour legal, regulatory (including the special rules applicable to REITs) and contract compliance (particularly contracts with government entities). TheOur Risk Committee is also responsible for monitoring and reviewing public policy developments and other trends facing the Company that could impact the Company’s operationour operations and performance. TheOur Risk Committee further assists theour Board of Directors in fulfilling its oversight responsibility with respect to organizational ethics and compliance, and receives regular reports from the Company’sour Corporate Ethics and Compliance Officer, who reports to the Chief Executive OfficerCEO, and to the chair of theour Risk Committee. The full text of the Risk Committee charter is available on the Company’s website at www.cca.comwww.corecivic.com (under the “Corporate Governance” section of the Investors page).

Executive Committee

TheOur Executive Committee is charged with acting on behalf of the full Board when necessary and subject to authority limitations with respect to the transaction of routine, administrative matters that occur between regularly scheduled Board meetings. The full text of the Executive Committee charter is available on the Company’s website at www.cca.comwww.corecivic.com (under the “Corporate Governance” section of the Investors page).

Special Litigation Committee

In response to stockholder demand letters, our Board formed a Special Litigation Committee to take any actions it deems appropriate or necessary to investigate, respond and otherwise properly address the matters alleged in the demand letters. The Special Litigation Committee has retained independent legal counsel to advise the committee in the performance of its duties.

Limitations on Other Board Service

The Audit Committee charter provides that a member of theour Audit Committee may not serve on the audit committee of more than two other public companies without Board approval. Otherwise, we do not believe that our directors should be categorically prohibited from serving on boards and/or board committees of other organizations. However, our Corporate Governance Guidelines instruct theour Nominating and Governance Committee and the fullour Board to take into account the nature of and time involved with respect to a director’s service on other boards, as well as other job responsibilities, in evaluating the suitability of individual directors and in making its recommendations to our stockholders. Service on boards and/or committees of other organizations must also be consistent with our conflicts of interest policy, as set forth in our Code of Ethics and Business Conduct, which, among other things, requiresEthics. Our Corporate Governance Guidelines require a director to provide notice to the BoardChair of our Nominating and Governance Committee of his or her acceptance of a nomination to serve on the board of another public company.company in the case where such nomination has not been previously disclosed.

Communications with Directors

Stockholders, employees and other interested parties may communicate with members of our Board of Directors (including specific members of theour Board or non-managementour independent directors as a group) by writing to CCA,CoreCivic, Attention: Secretary, 10 Burton Hills Boulevard, Nashville, Tennessee 37215. To the extent such communications are received, our Secretary compiles all substantive communications and periodically submits them to theour Board, the group of directors or the individual directors to whom they are addressed. Communications that the Secretary would not consider “substantive,” and therefore may exercise discretion in submitting to the addressee, may include junk mail, mass mailings, resumes and job inquiries, surveys, business solicitations, advertisements, frivolous communications and other similarly unsuitable communications.

Communications expressing concerns or complaints relating to accounting, internal controls or auditing matters are handled in accordance with procedures established by theour Audit Committee. Under those procedures,

concerns that are improperly characterized as having to do with accounting, internal controls or auditing matters or that are frivolous or clearly inconsequential may be addressed by the Secretary without presentation to theour Audit Committee. However, in all cases the Secretary maintains a log of correspondence addressed to directors that may be reviewed by any director at his or her request.

Certain Relationships and Related Party Transactions

Since the beginning of the last fiscal year, we are aware of no related party transactions between us and any of our directors, executive officers, 5% stockholders or their family members whichthat require disclosure under Item 404 of RegulationS-K under the Securities Exchange Act of 1934.Act.

Pursuant to its written charter, theour Audit Committee has adopted a Related Party Transaction Policy that, subject to certain exceptions, requires theour Audit Committee (or the chair of theour Audit Committee in certain instances) to review and either ratify, approve or disapprove all “Interested Transactions,” which are generally defined to include any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which:

No Hedging or Pledging Permitted

Our insider trading guidelines include provisions that prohibit members of our Board, executive officers, and other officers and employees from engaging in hedging or pledging transactions involving Company securities. None of the members of our Board or our executive officers are engaged in any hedging or pledging transactions involving Company securities.

Code of Ethics and Business Conduct

All of our directors and employees, including our Chief Executive Officer,CEO, Chief Financial Officer and principal accounting officer, are subject to our Code of Ethics and Business Conduct.Ethics. Our Code of Ethics and Business Conduct and related compliance policies are designed to promote an environment in which integrity is valued, business is conducted in a legal and ethical manner and ethics and compliance issues are raised and addressed. Our Nominating and Governance Committee is responsible for reviewing theour Code of Ethics annually, and our Risk Committee is responsible for addressing any violations or waivers involving our executive officers and directors. We intend to post amendments to or waivers from our Code of Ethics and Business Conduct (to the extent applicable to our directors, chief executive officer,CEO, principal financial officer or principal accounting officer) on our website. Our Code of Ethics and Business Conduct is accessible on our website, www.cca.comwww.corecivic.com (under the “Corporate Governance” section of the Investors page).

Board Oversight of Corporate Strategy and Enterprise Risk Oversight

As discussed above,Our Board engages in proactive oversight and regular review of the development, evaluation and execution of our annual operating plan and long-term growth, diversification and investment strategies. Each regular meeting of our Board includes a comprehensive business update presented by our CEO, which addresses our progress in achieving near-term operational objectives, strategic transactions completed and new opportunities being actively pursued, as well as current and future challenges to our continued success. Each such meeting also includes presentations from members of the executive team who are directly responsible for the implementation of our growth and diversification strategy, the integration of new acquisitions and the financial performance of our business. At our Board’stwo-day retreat in August, 2015, as a result of its regular evaluation of the responsibilities of its committees,management engages our Board createdin a detailed discussion of our growth and investment strategy, target opportunities, risks and challenges, and proposals for modifying our strategies to improve results. At its December meeting, our Board is provided the “Risk Committee” which hasopportunity to challenge management on the details of our annual operating plan prior to its approval. In addition to the opportunity to engage management and independent consultants we retain to assist with the development and execution of our growth strategy, our independent directors set aside time at each meeting to meet in executive session to review and deliberate upon management’s performance in strategy development and execution.

Our Risk Committee performs a leadership role on behalf of theour Board and our Audit Committee in the oversight of our risk assessment and risk management practices, and assists theour Board and Audit Committee with oversight of our financial, legal, contractual and regulatory risks and organizational ethics and compliance. TheOur Risk Committee is also charged with oversight of management’s enterprise risk management (“ERM”) program.

Management’s ERM program entails the identification, prioritization and assessment of a broad range of risks (e.g., financial, operational, business, reputational, governance and managerial), and the formulation of plans to managedevelop and improve controls for managing these risks or mitigatemitigating their effects in an integrated effort involving theour Board, relevant Board committees, management and other personnel. TheOur ERM program is led by our General Counsel, and is a component of management’s strategic planning process and is overseen by theour Risk Committee with periodic reports to the full Board.

The full Board maintains an ongoing, direct role in risk oversight through, among other things, regular reports from the Chair of theour Risk Committee, regular reports from our Chief Executive OfficerCEO on the ERM process and oversight of management’s strategic planning process, which includes an evaluation of opportunities and risks presented by the Company’s current strategies and alternative strategies. TheOur Board also receives regular reports from each of

the executives with respect to their areas of managerial responsibility. These reports include information concerning risks and risk mitigation strategies. For example, theour Board receives quarterlyregular reports from our Chief Corrections Officer with respect to key areas of operational risk; monitors risks relating to our partnership development efforts through quarterlyregular reports from our Chief Development Officer; and receives regular reports from our General Counsel with respect to legal and compliance risks. In addition, theour Board evaluates risk in the context of particular business strategies and transactions. For example, theour Board monitors significant capital expenditures through its annual budget review and quarterly capital expenditure reports from management, and monitors risk relating to our acquisition and financing activities through in depth reviews of proposed acquisition and financing transactions.

In addition to theour Risk Committee, other standing committees of theour Board also have responsibility for risk oversight within their areas of oversight. TheOur Audit Committee focuses on financial risk, including fraud risk and risks relating to our internal controls over financial reporting. It receives an annual risk assessment report from the Company’sour internal auditors, as well as financial risk assessment information in connection with particular events or transactions. TheOur Nominating and Governance Committee addresses certain governance-related risks, such as risks related to Board and executive management succession planning. As discussed in detail below, theour Compensation Committee addresses risks relating to our executive compensation strategies. The full Board receives regular reports from the chairs of these committees and receives reports and othercopies of meeting materials provided to each of the committees.

Compensation Risk Assessment

In setting compensation, our Compensation Committee considers the achievement of CCA’sthe Company’s goals that may be inherent in the compensation program as well as the risks to CCA’sCoreCivic’s stockholders. Although a significant portion of our executives’ compensation is performance-based and “at-risk,“at-risk,” the our Compensation Committee believes our executive compensation plans are appropriately structured and do not pose a material risk to CCA. TheCoreCivic. Our Compensation Committee considered the following elements of our executive compensation plans and policies when evaluating whether such plans and policies encourage our executives to take unreasonable risks:

PROPOSAL 1 - ELECTION OF DIRECTORS

The current term of office of each of our 10 directors expires at the Annual Meeting. Mr. Correnti passed away in August 2015. We currently have 11Our Board has nominated nine directors with 9 current members offorre-election, and has nominated an additionalnon-executive director, Harley G. Lappin, who was recommended by ournon-employee directors for election by our stockholders for the Board of Directors standing for re-electionfirst time, at the Annual Meeting. Mr. Ferguson and Mr. Russell will be retiring as of the Annual Meeting and are not standing for re-election. The

Our Board of Directors has reduced the authorized numberreflects a diverse, highly engaged group of directors from 11 to 9 members effective aswith a wide range of the Annual Meeting.relevant experience:

Based on the recommendation of theour Nominating and Governance Committee, theour Board of Directors has nominated the following 910 nominees, all of whom are currently serving as directors, for re-election for a new termelection to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified. We expect each of the 910 nominees to serve if elected. If any of them becomes unavailable to serve as a director, theour Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by theour Board.

The general criteria considered by theour Nominating and Governance Committee with respect to director nominees are discussed beginning on page 910 of this Proxy Statement under the heading “Nominating and Governance Committee.” Based on the evaluation of those criteria, theour Nominating and Governance Committee and the Board believe that each of the nomineesnominee contributes relevant skills, expertise and experience to theour Board, and that the group of nominees collectively has the skills, expertise, experience, independence and other attributes necessary to discharge effectively theour Board’s oversight responsibilities on behalf of the Company’sour stockholders.

Nominees Standing for Election

Information regarding each of the nominees for director, including particular qualifications considered for each nominee, is set forth below. Directors’ ages are given as of the date of this Proxy Statement.

Mr. Hininger, age 46,48, has served as a director and our President and Chief Executive Officer since October 2009. From July 2008 until October 2009, Mr. Hiningerhe served as our President and Chief Operating Officer. From 2007 until July 2008, Mr. Hiningerhe served as our Senior Vice President, Federal and Local Customer Relations.Relations, after having served as Vice President, Federal and Local Customer Relations since 2002. Prior to 2002, he held several positions of increasing responsibility with the Company. Mr. Hininger joined the Company in 1992 as a correctional officer at the Leavenworth Detention Center. He serves on the Board of Trustees of the United Way of Metropolitan Nashville and held several positions, including Vice President, Business Analysis and Vice President, Federal Customer Relations before being promoted to Senior Vice President.Belmont University, where he also serves on the Board of Advisors for the Massey School of Business. Mr. Hininger earnedalso serves on the Board of Directors of the Nashville Chamber of Commerce, the Kansas State University Foundation and as a member of the Executive Board of the Middle Tennessee Council of Boy Scouts of America. Mr. Hininger holds a bachelor’s degree from Kansas State University and an M.B.A.a master’s degree in business administration from the Jack Massey School of Business at Belmont University. Mr. Hininger also serves on the board of directors with the United Way of Metropolitan Nashville.

In making the decision to nominate Mr. Hininger to serve as a director, theour Nominating and Governance Committee considered, in addition to the criteria referred to above, his current service as our President and Chief Executive OfficerCEO and his comprehensive knowledge of the Company, its business, operations and management team through his current position and past roles with the Company, including roles at the facility operations level, and as Chief OperationsOperating Officer and as Senior Vice President, Federal and Local Customer Relations.

Ms. Alvarado, age 67,69, has served as a director since December 2003, and serves as Chair of our Compensation Committee. She also serves as a member of our Audit Committee since December 2003, a member of ourand Risk Committee since its formation in August 2015, a member of the Nominating and Governance Committee since December 2014 and is appointed to serve as Chair of the Compensation Committee following the Annual Meeting.Committee. Ms. Alvarado is the founder and current president of Aguila International, an international business-consultingbusiness consulting firm that specializesspecializing in human resources and leadership development. She serves as a director and member of the audit and compensation committees of CSX Corporation, a publicly-traded provider of rail and other transportation services, and as a director and chair of the nominating and corporate governance committee and a member of the audit and risk committee of Park National Corporation, a publicly-held bank holding company. Ms. Alvarado has served as a member and as chair of the Ohio Board of Regents and has held senior management positions in government, including Deputy Assistant Secretary of Defense with the U.S. Department of Defense and Director of ACTION, the federal domestic volunteer agency. Ms. Alvarado earnedserves as a director and member of the audit, compensation and public affairs committees of CSX Corporation, a publicly-traded provider of rail and other transportation services. She serves as a director and chair of the nominating and corporate governance committee, as well as a member of the audit and risk committees, of Park National Corporation, a publicly-traded bank holding company. Ms. Alvarado has served as a member and as chair of both a master’sthe Ohio Board of Regents and the Ohio Workforce Policy Board. She holds both a bachelor’s degree and a master’s degree in Spanish from The Ohio State University, completed doctoral coursework in Latin American Literatureliterature at the University of Oklahoma and earned a postgraduate certificate in Financial Managementfinancial management from the Wharton School of Business at the University of Pennsylvania.

In making the decision to nominate Ms. Alvarado to serve as a director, theour Nominating and Governance Committee considered, in addition to the criteria referred to above, her understanding of government through her public sector experience; her experience as a public company director and member of audit, compensation and nominating and corporate governance committees; her human resources and leadership development expertise; her civic and community involvement; and her contribution to the Board’s gender and cultural diversity.

ROBERT J. DENNIS		Director since 2013

Mr. Dennis, age 62, was appointed to the Board of Directors in64, has served as a director since February 2013, and isserves as a member of our Compensation Committee and Executive Committees.Committee. Mr. Dennis is the chairman, presidentPresident, Chief Executive Officer and chief executive officerChairman of the board of directors of Genesco Inc., a diversifiedpublicly-traded retailer of footwear, headwear, sports apparel and accessories, where he has served in an executive capacity since 2004. A 27-year retail veteran,Prior to joining Genesco, Mr. Dennis has held senior management positions with Hat World Corporation and Asbury Automotive, and was a partner and leader of the North American Retail Practice with McKinsey & Company, an international consulting firm.Company. Mr. Dennis holdsserves as a master of business administration degree, with distinction, from the Harvard Business School, with a focus on consumer marketing,director and bachelor’s and master’s degrees from Rensselaer Polytechnic Institute. Mr. Dennis is a member of the Board of Directorsgovernance committee and a member of the Governance Committeefinance and investments committee of HCA Holdings, Inc., a leadingpublicly-traded health care services company that operates hospitals and surgery centers in the United States and London, England. Previously, he served as a member of the board of directors of Teavana Holdings, Inc., a publicly traded purveyor of high quality teas and tea products, until its acquisition by Starbucks in December 2012. Hecompany. Mr. Dennis serves on the boardBoard of directorsTrustees of the United Way of Metropolitan Nashville, the Nashville Symphony, and serves on the Board of Visitors at Vanderbilt University’s Owen School of Management. Mr. Dennis holds a master’s degree in business administration, with distinction, from the Harvard Business School, and bachelor’s and master’s degrees from Rensselaer Polytechnic Institute.

In making the decision to nominate Mr. Dennis to serve as a director, theour Nominating and Governance Committee considered, in addition to the criteria referred to above, his leadership experience as chief executive officer of a large public company; his public company director experience; his demonstrated business acumen andacumen; his understanding of corporate finance and business development matters; and his civic and community involvement.

Mr. Emkes, age 63, was appointed to the Board of Directors in65, has served as a director since August 2014, and isserves as the independent Chairman of the Board. He also serves as a member of our Compensation Committee, and our Nominating and Governance Committee and has been appointed to serve as our independent Chairman of the Board effective as of the 2016 Annual Meeting. For more than five years and until his retirement effective on February 28, 2010, Mr. Emkes was the Chairman and Chief Executive Officer of Bridgestone Americas, Inc. and Bridgestone Americas Holdings, Inc., the world’s largest tire and rubber company. He was also President of Bridgestone Americas, Inc. from January 2009 until his retirement. Mr. Emkes served as a director of Bridgestone Corporation from April 1, 2004 through February 28, 2010.Committee. From 2011 until 2013, Mr. Emkes served as the State of Tennessee’s Commissioner of

Finance and Administration, a state-level cabinet position.Administration. For more than five years until his retirement in 2010, Mr. Emkes holdsserved as Chief Executive Officer and Chairman of the board of directors of Bridgestone Americas, Inc. and Bridgestone Americas Holdings, Inc., a Bachelortire and rubber manufacturing company. He also served as President of Arts degree in economicsBridgestone Americas, Inc. from Indiana’s DePauw University and a master of business administration degree from the Thunderbird School of Global Management, located in Glendale, Arizona.

January 2009 until his retirement. From 2004 until 2010, Mr. Emkes is on the Boardalso served as a director of Directors of: (i) Greif, Inc. (since February 2008), where he isBridgestone Corporation. Mr. Emkes serves as a director and member of the compensation committee (ii)of Greif, Inc., a publicly-traded industrial packaging products and services company, and as a director and chair of the audit committee of First Horizon National Corporation, (since October 2008), where he is the chairman of the audit committee, and (iii) Clarcor, Inc. (since June 2010), where he is a member of the compensation and director affairs/corporate governance committees.publicly-traded regional financial institution. Mr. Emkes has served for the following charitable organizations: as President of the Middle Tennessee Council of the Boy Scouts of America, on the Board of Directors of the Community Foundation of Middle Tennessee onand the Advisory Board of Habitat for Humanity, Nashville Chapter, as a member of CEO’s Against Cancer, Tennessee Chapter, and as Chairman of Nashville’s 2010 Heart Walk.Chapter. Mr. Emkes was the 2011 recipient of the Jennings A. Jones Champion of Free Enterprise Award, and in October 2012 was inducted into the Nashville Business Hall of Fame.Fame in 2012. Mr. Emkes holds a bachelor’s degree in economics from DePauw University and a master’s degree in business administration from the Thunderbird School of Global Management.

In making the decision to nominate Mr. Emkes to serve as a director, theour Nominating and Governance Committee considered, in addition to the criteria referred to above, his leadership experience in various management positions, including the chief executive officer and chairman of an international company; his demonstrated business acumen and his understanding of corporate finance and business development matters; and his civic and community involvement.

Mr. Jacobi,Ms. Hylton, age 74,57, has served as a director since August 2016, and asis a member of our Nominating and Governance Committee and Chair of our Special Litigation Committee. Since 2016, Ms. Hylton has served as a Principal for LS Advisory, a New Jersey-based business solutions advisory consultancy. In 2010, Ms. Hylton was nominated by U.S. President Barack Obama to serve as Director of the Audit Committee since December 2000. Mr. Jacobi isU.S. Marshals Service (USMS), a federal agency with more than 5,600 employees responsible for federal judiciary security, fugitive operations, asset forfeitures, prisoner operations, transportation and witness security, and served as Director of the owner and president of Stable House, LLC, a private company engagedUSMS until her retirement in residential real estate development. From June 2001 through May 2005, Mr. Jacobi2015. She served as the president and chief executive officer and a directorU.S. Attorney General’s Federal Detention Trustee in the U.S. Department of Katy Industries, Inc., a publicly-traded diversified manufacturing company. He is chairman ofJustice from 2004 to 2010. From 1980 to 2004, Ms. Hylton served in progressively senior leadership positions within the board of Sturm, Ruger and Company, Inc., a publicly-traded maker of firearms, a director of Webster Financial Corporation, a publicly-traded banking and financial services company,USMS. Ms. Hylton serves as a director and member of the audit committee of Kohlberg Capital Corporation,Spok Holdings, Inc., a publicly-traded business developmentprovider of communications solutions. Ms. Hylton is a Fellow for the National Academy for Public Administration, and has served on the Board of Directors of the National Center for Missing and Exploited Children and Law Enforcement Exploring. Ms. Hylton has served on the Executive Committee for the International Chiefs of Police and the Accreditation and Policy Committees for the National Sheriffs Association. Ms. Hylton holds a bachelor’s degree in criminal justice from Northeastern University.

In making the decision to nominate Ms. Hylton to serve as a director, our Nominating and Governance Committee considered, in addition to the criteria referred to above, her understanding of government through her public sector experience; her experience as a public company specializing in term loans, mezzanine investments and selected equity positions in middle market companies and a director and member of an audit committee; her unique understanding of the audit committeeUSMS; her civic and community involvement; and her contribution to the Board’s gender diversity.

Mr. Lappin, age 62, has served as a director since January 2018. From 2011 until his retirement effective January 1, 2018, Mr. Lappin served as our Executive Vice President and Chief Corrections Officer. Prior to joining the Company in 2011, Mr. Lappin served since 2003 as Director of Performance Sports Group Ltd., a publicly-traded sports equipment company.the Federal Bureau of Prisons (BOP). As Director of the BOP, Mr. JacobiLappin had oversight and management responsibility for 116 federal prisons, 14 large, private contract facilities and more than 250 contracts for community corrections facilities, in total comprising more than 215,000 offenders managed by 38,000 employees. Mr. Lappin has received numerous awards throughout his career, including the Associate Warden of the Year award for the BOP’s South Central Region (1992); the BOP’s Excellence in Prison Management Award (2000); the Attorney General’s Award for

Excellence in Management (2001); and the Presidential Rank Award of Meritorious Executive (2004). In 2010, he received the American Correctional Association’s (ACA) E.R. Cass Award for Correctional Achievement, the highest honor bestowed by that organization. In 2015, Mr. Lappin received the Louie L. Wainwright Award from the Association of State Correctional Administrators (ASCA). Mr. Lappin has served as chair of the Standards Committee of the ACA, is a certified public accountantformer board member of both the National Institute of Corrections and the Federal Prison Industry Board, and a former chair of the Prison Industry Committee of ASCA. Mr. Lappin holds a B.S.bachelor’s degree from theIndiana University of Connecticut.and a master’s degree in criminal justice from Kent State University.

In making the decision to nominate Mr. JacobiLappin to serve as a director, theour Nominating and Governance Committee considered, in addition to the criteria referred to above, his comprehensive corrections industry experience, including executive leadership experience as chief executive officerof federal and chief financial officerprivate sector correctional system operations; his public company leadership experience; his understanding of agovernment through his public company;sector experience; and his extensive experienceknowledge of the Company, its business, operations, facilities, customers and personnel through his past role as a public company director and audit committee member and chairman; and his financial and accounting experience and expertise.our Chief Corrections Officer.

Ms. Mariucci, age 58,60, has served as a director since December 2011, and serves as a member of our Audit Committee since May 2012 and a member of our Risk Committee since its formation in August 2015.Committee. Since 2003, she has been affiliated with private equity firms Hawkeye Partners (Austin, Texas), Inlign Capital Partners (Phoenix, Arizona) and Glencoe Capital (Chicago, Illinois). Prior to 2003, Ms. Mariucci is a private investor who, prior to 2003, served in a variety of senior management capacitiesexecutive roles with Del Webb Corporation, and following its 2001 merger with Pulte Homes, Inc., as President of Del Webb Group and Senior Vice President of Strategy for Pulte Homes, Inc., following its acquisition of Del Webb. Ms. Mariucci received her undergraduateserves as a director and member of the audit committee of Taylor Morrison Home Corporation, a publicly-traded homebuilder. Ms. Mariucci also serves as a director of Southwest Gas Holdings, Inc. a publicly-traded holding company, where she serves as chair of the pension investment committee and as a member of the nominating and corporate governance committee. Ms. Mariucci serves as a director of Banner Health, anon-profit health system, where she serves as a member of the audit and compensation committees. Ms. Mariucci serves as a director of the Arizona State University Foundation. Ms. Mariucci is a past director of the Arizona State Retirement System, Scottsdale Healthcare and Action Performance Companies, as well as a past trustee of the Urban Land Institute. She also served on the Arizona Board of Regents. Ms. Mariucci holds a bachelor’s degree in accounting and finance from the University of Arizona and completed the corporate finance program at the Stanford University Graduate School of Business. She serves as a director of Taylor Morrison Home Corp., where she serves on the Audit Committee, Southwest Gas Company, where she serves on the Nominating and Corporate Governance Committee and is the chair of the Pension Plan Investment Committee, Banner Health, where she serves as a member of the Audit and Compensation Committees, Arizona State University Foundation and the Fresh Start Women’s Foundation. She is a past director of the Arizona State Retirement System, Scottsdale Healthcare and Action Performance Companies, as well as a past Trustee of the Urban Land Institute. She also served on the Arizona Board of Regents.

In making the decision to nominate Ms. Mariucci to serve as a director, theour Nominating and Governance Committee considered, in addition to the criteria referred to above, her public company executive leadership experience; her understanding of and experience with the State of Arizona, a state where a significant portion of our operations is located; her background in accounting and corporate finance; her experience and knowledge with real estate; her experience as a public company director and member of audit and compensation committees; her civic and community involvement; and her contribution to the Board’s gender diversity.

Mr. Marshall, age 59,61, has served as a director since December 2002, and serves as Chair of our Risk Committee and as a member of theour Nominating and Governance Committee since December 2002 and as the Chair of the Risk Committee since its formation in August 2015. Mr. Marshallour Special Litigation Committee. He is a partner in the Washington D.C. office of the law firm of Morgan, Lewis & Bockius LLP, in Washington D.C., and a principal in the firm’s Morgan Lewis Consulting Group LLC, a wholly owned subsidiary of Morgan, Lewis & Bockius LLP thatwhich assists business clients with communications, political and legal strategies. Mr. Marshall is a member of the board of directors of Genesco Inc., a diversified retailer of footwear, headwear, sports apparel and accessories. He also serves on the boards of the Ford Foundation and the Supreme Court Historical Society. He serves on the American Bar Association Election Law Committee and the American Bar Association Law and National Security Committee, and he served on the Ethics Oversight Committee of the United States Olympic Committee. Mr. Marshall, the son of the historic Supreme Court Justice Thurgood Marshall, has held appointments in each branchall three branches of the federal government, includinggovernment. Prior to joining a predecessor of Morgan, Lewis & Bockius LLP in 2001, he served as Assistant to the President and Cabinet Secretary from 1997 to President Clinton and2001. Mr. Marshall has served as Director of Legislative Affairs and Deputy Counsel to the Vice President, Al Gore. Mr. Marshalland as counsel to the Senate Judiciary Committee, the Senate Committee on Commerce, Science and Transportation and the Senate Government Affairs Committee. In 2006, he was confirmed by the United States Senate to serve on the Board of Governors of the United States Postal Service, in 2006

and served as Chairman prior to completing his service in 2013. Mr. Marshall earnedserves as a B.A. in 1978director of Genesco Inc., a publicly-traded retailer of footwear, headwear, sports apparel and accessories. He also serves on the Board of Trustees of the Ford Foundation and the Ethics & Compliance Certification Institute. Mr. Marshall holds a bachelor’s degree and a J.D. in 1981juris doctor from the University of Virginia, after which he clerkedand served as a law clerk for United States District Judge Barrington D. Parker.

In making the decision to nominate Mr. Marshall to serve as a director, theour Nominating and Governance Committee considered, in addition to the criteria referred to above, his understanding of politics and the public sector through his varied government service and consulting work; his understanding of organizational governance and oversight through his service as a director in the public,non-profit andfor-profit sectors; his understanding of legal, regulatory and compliance issues through his education and experience as a lawyer; and his contribution to the Board’s cultural diversity.

Mr. Overby, age 69,71, has served as a director since December 2001. Mr. Overby served2001, and serves as Chair of our Nominating and Governance Committee and as a member of the Audit Committee from February 2002 through November 2015,our Special Litigation Committee. He also serves as a member of our Risk Committee since its formation in August 2015 and as the Chair of the Nominating and Governance Committee since the committee was established in December 2002.Committee. From 1997 through1989 until 2011, Mr. Overby served as the chairman and chief executive officerChief Executive Officer of The Freedom Forum, an independent,non-partisan foundation dedicated to the First Amendment and media issues, and its predecessor, The Gannett Foundation. Mr. Overby served from 1997 to 2011 as well as chief executive officerChief Executive Officer of its affiliates, The Diversity Institute and theFreedom Forum’s affiliate, Newseum, aan interactive museum about news and history in Washington, D.C. committed to educating visitors on free expression and the First Amendment. Prior to leading The Freedom Forum, Mr. Overby is a former Pulitzer Prize-winning editor in Jackson, Mississippi. He workedserved for 16 years foras a reporter, editor and corporate executive with Gannett Co., Inc., the nation’s largest newspaper company and publisher of USA TODAY, including roles as a PulitzerPrize-winning editor at The Clarion-Ledger in various capacities, includingJackson, Mississippi. Mr. Overby serves as reporter, editorChairman of the Overby Center for Southern Journalism and corporate executive. He was vice president for newsPolitics at the University of Mississippi and communications for Gannett and served on the management committeesBoard of Gannett and USA TODAY. Mr. Overby currently serves on the boardTrustees of the Andrew Jackson Foundation. Mr. Overby holds a bachelor’s degree from the University of Mississippi.

In making the decision to nominate Mr. Overby to serve as a director, theour Nominating and Governance Committee considered, in addition to the criteria referred to above, his executive leadership experience and understanding of corporate governance as chief executive of severalnon-profit organizations; his understanding of media and public relations through his career as a journalist, print media executive and executive with other media relatedmedia-related organizations; his political experience; and his civic and community involvement and leadership.

Mr. Prann, age 65,67, has served as a director and member of the Compensation Committee since December 2000, and serves as Chair of our Audit Committee. He also serves as a member of our Compensation Committee. From 2009 to 2016, Mr. Prann served as Chairman of the Audit Committee since December 2014.board of directors of a privately-held motorsports business. From 2012 to 2014, Mr. Prann’s business experience includes servicePrann served as the presidenta Senior Advisor to The Pritzker Group, a private capital, venture capital and chief executive officerasset management firm. From 1993 to 2001, Mr. Prann served as President, Chief Executive Officer and Chief Operating Officer of Katy Industries, Inc., a publicly-traded manufacturer and distributor of consumer products and maintenance cleaning products. Mr. Prann also served as President and Chief Executive Officer of CRL, Inc., a diversified holding company that held a 25% interest in Katy Industries, Inc. Mr. Prann served as a director of CPAC, Inc., a publicly-traded chemicals and equipment business, and Dynojet Research, Inc. He has served as a partner with the accounting firm of Deloitte & Touche and as a director of several private companies.Touche. Mr. Prann earnedholds a B.A.bachelor’s degree in Biologybiology from the University of California, Riverside, and an M.B.A.a master’s degree in business administration from the University of Chicago.

In making the decision to nominate Mr. Prann to serve as a director, theour Nominating and Governance Committee considered, in addition to the criteria referred to above, his executive leadership experience as president and chief executive of a public company and his understanding of accounting and finance issues through his education and career.

TheOur Board of Directors unanimously recommends a vote “FOR” each of the 910 nominees.

PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TheOur Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.2018. Services provided to the Company and its subsidiaries by Ernst & Young LLP in fiscal 20152017 are described below under “Audit Matters.”

Representatives of Ernst & Young LLP will be present at the Annual Meeting. They will have the opportunity to make a statement if they desire to do so and we expect that they will be available to respond to questions.

Ratification of the appointment of Ernst & Young LLP requires the affirmative vote of the holders of a majority of the votes cast by the holders of the shares of common stock votingpresent in person or represented by proxy at the Annual Meeting.Meeting and entitled to vote. If you abstain from voting on this proposal, your abstention will have the same effect as a vote against the proposal. If the Company’s stockholders do not ratify the appointment of Ernst & Young LLP, theour Audit Committee will reconsider the appointment and may affirm the appointment or retain another independent accounting firm. If the appointment is ratified, theour Audit Committee may in the future replace Ernst & Young LLP as our independent registered public accounting firm if it is determined that it is in the Company’s best interest to do so.

TheOur Board of Directors unanimously recommends a vote “FOR” the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2016.2018.

AUDIT MATTERS

Audit andNon-Audit Fees

The following table presents fees for audit, audit-related, tax and other services rendered by the Company’s principal independent registered public accounting firm, Ernst & Young LLP, for the years ended December 31, 20152017 and 2014.2016:

Pre-Approval of Audit andNon-Audit Fees

Consistent with Section 202 of the Sarbanes-Oxley Act of 2002 and SEC rules regarding auditor independence, our Audit Committeepre-approves all audit andnon-audit services provided by our independent registered public accounting firm. In 20152017 and 2014, the2016, our Audit Committee approvedpre-approved all feesamounts disclosed under “audit,” “tax,“audit-related,” “audit-related”“tax” and “all other” fees by Ernst & Young, LLP in accordance with applicable rules.

TheOur Audit Committee’s Auditor Independence Policy prohibits our independent registered public accounting firm from performing certainnon-audit services and any services that have not been approved by theour Audit Committee in accordance with the policy and the Section 202 rules. The policy establishes procedures to ensure that proposed services are brought before theour Audit Committee for consideration and, if determined by theour Audit Committee to be consistent with the auditor’s independence, approved prior to initiation, and to ensure that theour Audit Committee has adequate information to assess the types of services being performed and fee amounts on an ongoing basis. TheOur Audit Committee has delegated to its Chair, Mr. Jacobi,Prann, the authority topre-approve services between meetings when necessary, provided that the full Audit Committee is apprised of the services approved at its next regularly scheduled meeting.

Report of the Audit Committee

The following Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this Report by reference therein.

Oversight of Financial Reporting

As part of its oversight of our financial statements, theour Audit Committee reviews and discusses with both management and our independent registered public accounting firm all annual and quarterly financial statements prior to their issuance. With respect to the 20152017 fiscal year, management advised the Audit Committee that each set of financial statements reviewed had been prepared in accordance with generally accepted accounting principles (“GAAP”) and reviewed significant accounting and disclosure issues with theour Audit Committee. These reviews included discussion with the independent registered public accounting firm of matters required to be discussed pursuant toAuditing Standard No. 16 1301 (Communications with Audit Committees), as amended, including the quality of our accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. TheOur Audit Committee also received the written disclosures and a letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding its communications with theour Audit Committee concerning independence, and has discussed with Ernst & Young LLP its independence.

Also with respect to fiscal 2015, the2017, our Audit Committee received periodic updates provided by management, the independent registered public accounting firm and the internal auditors at each regularly scheduled Audit Committee meetingmeetings and provided oversight during the process. At the conclusion of the process, management provided theour Audit Committee with, and theour Audit Committee reviewed a report on, the effectiveness of our internal control over financial reporting. TheOur Audit Committee also reviewed Management’s Report on Internal Control over Financial Reporting and Ernst & Young LLP’s Reports of Independent Registered Public Accounting Firm included in our Annual Report on Form10-K for the year ended December 31, 2015.2017.

Taking all of these reviews and discussions into account, the undersigned Committee members recommended to theour Board of Directors that theour Board approve the inclusion of our audited financial statements in our Annual Report on Form10-K for the fiscal year ended December 31, 2015,2017 for filing with the SEC.

Submitted by the Audit Committee of the Board of Directors:Committee:

C. Michael Jacobi,John R. Prann, Jr., Chair

Donna M. Alvarado

Anne L. Mariucci

John R. Prann, Jr.

PROPOSAL 3 - ADVISORY VOTE TO APPROVE THE

COMPENSATION OF NAMED EXECUTIVE OFFICERS

The Company seeks yournon-binding advisory vote and asks that you support the compensation of our Named Executive Officers as disclosed in the Compensation Discussion and Analysis section (“CD(the “CD&A”) and the accompanying tables contained in this Proxy Statement. OurAt our 2017 Annual Meeting of Stockholders, our stockholders indicated on an advisory basis their preference that advisory votes to approve the compensation of our Named Executive Officers occur every year. Taking into account thenon-binding advisory input of our stockholders and other relevant factors, our Board of Directors has determined to hold this advisory vote every year. The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote is required to approve thenon-binding advisory vote of compensation paid to our Named Executive Officers. If you abstain from voting on this proposal, your abstention will have the same effect as a vote against the proposal.

Because your vote is advisory, it will not be binding on theour Compensation Committee or the Company.Committee. However, theour Compensation Committee will review the voting results and take them into consideration when making future decisions regarding executive compensation for our Named Executive Officers. We urge you to read the CD&A, which begins on page 2427 of this Proxy Statement, and any other sections of this Proxy Statement forthat provide additional details on our executive compensation, including our compensation philosophy and objectives and the 20152017 compensation of our Named Executive Officers.

As described in detail in the CD&A, our executive compensation programs are designed to ensure that our executive officers are rewarded appropriately for their contributions to us, and that our overall compensation strategy supports the objectives and values of our organization, as well as stockholder interests. Our programs are designed to attract and maintainretain executive leadership who will execute our business strategy, uphold our values and deliver results and long-term value to our stockholders. Our goal is to have a substantial portion of executive compensation contingent upon our performance.

While we experienced a decline in our stock price in 2015 along with other companies in our industry, we continued to have strong operational results in 2015.

Our compensation reflected our performance and reasonable market competitive practices:

The Compensation Committee continually reviews the compensation programs for our Named Executive Officers to ensure our programs achieve the desired goals of aligning our executive compensation structure with our stockholders’ interests and current market practices. TheOur Compensation Committee also has engaged PwC as an independent compensation consultant PricewaterhouseCoopers LLP, to assist it in reviewing and assessing, as well as providing advice and guidance on the Company’sdesign and market competitiveness of, our compensation strategies and plans.

We believe that our executive compensation programs are structured in the best manner possible to supportalign the interests of our company andmanagement team with those of our stockholders in the management of our business, objectives.the pursuit of our strategic objections and the creation of long-term value.

Stockholders are being asked to vote on the adoption of the following resolution:

RESOLVED: That the stockholders of Corrections Corporation of AmericaCoreCivic, Inc. approve the compensation of the Company’s Named Executive Officers, as described in the Compensation Discussion and Analysis section and related compensation tables, notes and narrative in the Proxy Statement for the Company’s 20162018 Annual Meeting of Stockholders.

TheOur Board of Directors unanimously recommends a vote “FOR” the approval, on an advisory basis, of the compensation of our Named Executive Officers.

EXECUTIVE OFFICERS

The following table sets forth our executive officers as of March 14, 2016:29, 2018:

Set forth below are the biographies of each of our current executive officers, except for Mr. Hininger, whose biography is set forth under “Proposal 1 – Election of Directors.”

David M. Garfinkle, age 48,50, has served as the Company’sour Executive Vice President and Chief Financial Officer since May 1, 2014. HeMr. Garfinkle served as the Company’s Vice President of Finance and Controller from February 2001 to May 1, 2014. From 1996 to 2001, Mr. Garfinkle served as Vice President and Controller for Bradley Real Estate, Inc., a publicly traded real estate investment trust. Prior to joining Bradley Real Estate, Inc., Mr. Garfinkle was a Senior Manager at KPMG Peat Marwick, LLP. Mr. Garfinkle is a Certified Public Accountant and graduated summa cum laude withholds a bachelor ofbachelor’s degree in business administration from St. Bonaventure University.

Harley G. LappinPatrick D. Swindle, age 60,42, has served as anour Executive Vice President and our Chief Corrections Officer since June 2011.January 2018. From October 2016 to January 2018, Mr. Swindle served as our Senior Vice President, Operations. From April 2014 to October 2016, Mr. Swindle served as our Vice President, Treasury and Strategic Development. From August 2013 to April 2014, Mr. Swindle served as our Vice President, Strategic Development. From July 2009 to August 2013, Mr. Swindle served as our Vice President and Treasurer. Mr. Swindle joined the Company in 2007 as Managing Director, Treasury. Prior to joining the Company, he spent 10 years in equity research in the equity capital markets divisions of SunTrust Equitable Securities, Raymond James Financial Services, Inc. and since 2003,Avondale Partners, LLC. During his time as an equity analyst, Mr. Lappin served as the Director of the Federal Bureau of Prisons (“BOP”), the nation’s largest correctional system, with oversightSwindle focused his research on outsourced business services, government and management responsibility for 116 federal prisons, 14 large, private contract facilities and more than 250 contracts for community correctional facilities, in total comprising more than 215,000 inmates managed by 38,000 employees. Previously, Mr. Lappin served inhealthcare industries, including partnership corrections. He holds a variety of other roles with the Bureau of Prisons beginning in 1985, including Regional Director, Warden of the United States Penitentiary in Indiana, and Warden of the Federal Correctional Institution in North Carolina, among other positions. Mr. Lappin has a master’sbachelor’s degree in criminal justicefinance from Kent State University and an undergraduate degree from IndianaWestern Kentucky University. Mr. Lappin serves on the boards of Thistle Farms, Inc. and Court Appointed Special Advocates, both non-profit organizations.

Anthony L. Grande, age 46,48, has served as anour Executive Vice President and our Chief Development Officer since July 2008. From September 2007 to July 2008, Mr. Grande served as our Senior Vice President, State Customer Relations. Mr. Grande joined CCAthe Company in 2003 to serve as Vice President, of State Customer Relations. Prior to joining CCA,the Company, Mr. Grande served as the Commissioner of Economic and Community Development for the State of Tennessee. Mr. Grande earned his Masters of Education at Vanderbilt University in Nashville, Tennessee and his Bachelor of Artsholds a bachelor’s degree from The American University and a master’s degree in Washington, D.C.education from Vanderbilt University.

Steven E. GroomScott D. Irwin, age 64,51, has served as anour Executive Vice President, General Counsel and Secretary since June 2016. Previously, Mr. Irwin served as Senior Vice President, General Counsel and Secretary for Associated Estates Realty Corporation, a public REIT specializing in multifamily apartment properties, from 2013 to 2015. From 2010 to 2013, Mr. Irwin served as Executive Vice President, General Counsel and Secretary for Buffets, Inc. Previously, Mr. Irwin served in executive legal roles at International Paper Company and General Counsel since April 2010. From March 2001 to April 2010,Electric Company, as well as a Partner at an AmLaw 100 law firm. Mr. Groom served as our Vice President and Deputy General Counsel with responsibility for litigation and risk management. Previously, Mr. Groom was a partner in the law firm of Stites & Harbison, PLLC in Nashville and served in managing attorney and general counsel roles for SunTrust Bank, Inc. Mr. Groom earnedIrwin holds a bachelor’s degree from LipscombKent State University and his law degreea juris doctor from theThe Ohio State University of Memphis, where he was a member of the Law Review. Mr. Groom serves on the Board of Visitors of Lipscomb University’s College of Business and the Board of Advisors of the University’s Institute for Conflict Management. Mr. Groom has informed the Company that he intends to retire from his position as Executive Vice President and General Counsel in 2016.Law.

Lucibeth N. Mayberry, age 44,46, has served as our Executive Vice President, Real Estate since May 2015. From November 2013 to May 2015, Ms. Mayberry served as our Senior Vice President, Real Estate. From August

2008 to November 2013, Ms. Mayberry served as our Vice President, Deputy Chief Development Officer. From March 2006 to August 2008, Ms. Mayberry served as Vice President, Research, Contract and Proposals. Ms. Mayberry joined CCACoreCivic in May 2003 as Senior Director, State Partnership Relations, and was promoted to Managing Director, State Partnership Relations in 2004. Before joining CCA,CoreCivic, Ms. Mayberry served as a Senior Associate of the Taxation and Estate Planning Practice Group at the Nashville-based law firm Stokes, Bartholomew, Evans and Petree. SheMs. Mayberry holds a bachelor’s degree from the University of Tennessee, a juris doctor from Vanderbilt University, and a Mastermaster of Lawslaws degree in Taxationtaxation from the University of Florida.

Kim M. White, age 55,57, has served as our Executive Vice President, Human Resources since May 2015. From November 2013 to May 2015, Ms. White served as our Senior Vice President, Human Resources. From March 2013 to November 2013, Ms. White served as our Vice President, Correctional Programs, and from August 2012 to March 2013, Ms. White served as Managing Director, Inmate Programs. Prior to joining CCA,CoreCivic, Ms. White served 26 years with the Federal Bureau of Prisons (“BOP”)(BOP) in a wide variety of operational roles in the areas of Institutional Operations, Staffing and Inmate Programs, and more recently,prior to her departure in 2012, as the Assistant Director, Human Resource

Management Division, where she had oversight for the hiring, training and retention of the Bureau’sBOP’s 38,000 employees. In 2007, Ms. White received the Presidential Rank Award of Meritorious Executive for her leadership with the BOP. Ms. White holds a bachelor’s degree in corrections and criminal justice and a master’s degree in correctionalcorrections, criminology and juvenile justice both from Kent State University. She has also completed Harvard University’s Executive Education Program for senior managers in government.

John Ferguson, age 70, has served as a director since August 2000 and also serves as executive Chairman of our Board and chairman of our Executive Committee. Mr. Ferguson formerly served as our Chief Executive Officer from August 2000 to October 2009 and as our President from August 2000 until July 2008. Mr. Ferguson’s career in business and government includes service as the Commissioner of Finance for the State of Tennessee and as the chairman and chief executive officer of Community Bancshares, Inc., the parent corporation of The Community Bank of Germantown (Tennessee), as well as service on the State of Tennessee Board of Education and the Governor’s Commission on Practical Government for the State of Tennessee. Mr. Ferguson has served as a director of various charitable and civic organizations, including the Boy Scouts of America - Middle Tennessee Council, the Nashville Public Education Foundation and the Tennessee Performing Arts Center. Mr. Ferguson graduated from Mississippi State University in 1967. Mr. Ferguson will be resigning his position as executive Chairman of our Board, effective as of the Annual Meeting.

EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

This section of the Proxy Statement discusses the philosophy, objectives and elements of our executive compensation programs and the compensation awarded to our named executive officers, or NEOs,Named Executive Officers (“NEOs”), consisting of our Chief Executive Officer, Chief Financial Officer and our next three highest paid executives in 2015.2017. This information should be read in conjunction with the Summary Compensation Table and the related tables and narratives that follow in this Proxy Statement. Based on SEC proxy disclosure rules, the following individuals were our NEOs for the fiscal year ended December 31, 2015:2017:

*        Mr. Lappin retired from his position as our Executive Vice President and Chief Corrections CorporationOfficer effective January 1, 2018, but continues to be employed by the Company in anon-executive role, and is a nominee for election to our Board at the Annual Meeting.

Executive Summary

Our Company and Strategy

CoreCivic is a self-managed, fully integrated equity REIT that is one of America is the nation’s largest ownerowners of privatizedpartnership correctional, detention, and detention facilities andresidential reentry facilities. We are one of the largest prison operators in the United States. States, and we believe we are the largest private owner of real estate used by government agencies. Under our three business offerings, CoreCivic Safety, CoreCivic Community and CoreCivic Properties, we offer multiple solutions that serve the public good by helping our government partners meet unique challenges in cost-effective ways.

The fundamental objectiveskeystone of our compensation policies are to attract and retain executive leadership that will execute our business strategy uphold our values, deliver strong results and createis creating long-term value for our stockholders.

Increased Quarterly Dividends and Return to Our Stockholders.CCA began operating as a real estate investment trust, or a REIT, for federal income tax purposes effective January 1, 2013 andstockholders by pursuing profitable growth in our third full yearprimary CoreCivic Safety correctional and detention business while diversifying our revenues and cash flows by prudently expanding our CoreCivic Community and CoreCivic Properties businesses.

2017 Company Performance Highlights

Facing a challenging operating environment, which included budgetary constraints and political transitions impacting many of our government partners, our management team remained focused on our operational and financial performance while continuing our progress in executing our long-term growth and diversification strategy. Highlights from 2017 include:

Negative one-yearCoreCivic Safety

CoreCivic Community

CoreCivic Properties

Stock Price Performance and TSR ranking between the 25^th and Median compared to ourRanking Within Our Peer Group.Group

Despite our solid operational and financial results, ourOur stock price decreased from a closing price of $36.34$24.46 at fiscalyear-end 2014 2016 to $26.49$22.50 for fiscal year end 2015.year-end 2017. We believe our stock price was impaired by the generally negative correlation between rising interest rates and public REIT valuations, stricter immigration and criminal justice policies espoused by the Trump Administration not directly translating into significant new contract awards or further utilization of idle capacity in our portfolio, the renegotiation in the fourth quarter of 2016 of the contract at our South Texas Family Residential Center and uncertainty regarding future utilization ofout-of-state capacity by the California Department of Corrections and Rehabilitation at two of our facilities. Our total stockholder return or TSR,(“TSR”) for 20152017 and the three-year and five-year periods ended December 31, 20152017, and ranking within our peer group, are illustrated below. The decline in our stock price in 2015 was impacted in

part by a decline in inmate population in California due to regulatory changes in California as well as the increased interest rate environment that negatively impacted many REIT stocks. As ofOn March 14, 2016,12, 2018, our closing stock price was $31.22.$21.93.

Pay for Performance.

Pay for performance is an important component of our longstanding executive compensation philosophy. Our compensation approach is designed to incentivize our executives to substantially contribute individually and collaboratively to our long-term, sustainable growth. We use normalizedNormalized FFO per share as one of the primary performance metrics becauseby which annual cash incentive compensation may be earned, and as the sole performance metric for the determination of vesting of performance-based restricted stock units (“RSUs”). As a REIT, we believe that with the Company’s REIT structure, normalizedNormalized FFO reflects the value deliveredwe deliver to our stockholders, and reflects long term value creation as it measures ourwell as the earnings and cash generatingcash-generating potential fromof our core business,portfolio, and is comparable to performance metrics used by other REITs. In 2017, we added Adjusted EBITDA as a complimentary financial performance metric for our annual cash incentive plan because, unlike FFO, Adjusted EBITDA is not impacted by fluctuations in taxes and short-term financing issues, such as debt refinancing and equity issuances. We also allocated a portion of the total annual bonus opportunity

to the achievement of objective, strategic business goalspre-established by our Compensation Committee that are related to the successful execution of our long-term growth and diversification strategy.

Substantial Compensation Tied to Our Objective Performance.Performance

All of our equity is granted in the form of performance-based RSUs that vest only based upon our normalizedNormalized FFO performance, and our annual cash incentives are earned based upon our objective performance againstpre-establishedfinancial performance against pre-establishedand objective, strategic business goals. As a result, a substantial portion of executive compensation is at risk, paid based on our objective performance and tied to the interests of our stockholders and long-term value creation. The following tablechart illustrates the degree to which the actual total direct actual compensation of our CEO for 20152017 was earned (or forfeited) based on our performance.performance, as well as the

value of performance-based RSUs voluntarily surrendered by, or not granted by our Compensation Committee at the request of, our CEO:

All*     Base Salary, Annual Cash Incentive and Other Compensation values derive from the Summary Compensation Table for 20152017 for Mr. Hininger. “Other”“Other Compensation” includes “Change in Nonqualified Deferred Compensation Earnings” and “All Other Compensation” as described in the Summary Compensation Table.

At or Below Market Median Compensation. Our independent compensation consultant, PricewaterhouseCoopers LLP, or PwC, conducts competitive analyses from timeIn support of the cost reduction plan we announced in 2016, Mr. Hininger voluntarily forfeited the 70,817 performance-based RSUs awarded to timehim in 2016, and, at theMr. Hininger’s request, of our Compensation Committee did not award him any RSUs in order2017. Our 2017 Normalized FFO performance of $2.38 resulted in the vesting of the 2017 tranche of outstanding performance-based RSUs granted in 2017 and 2016, but the 2017 tranche of performance-based RSUs granted in 2015 did not vest and was forfeited. The table below sets forth the total value of at risk, incentive compensation Mr. Hininger did not receive for 2017 with respect to provide a comparison of our compensation practices against a peer group of companies. performance-based RSUs that were forfeited (voluntarily or based on performance) or not awarded to Mr. Hininger at his request:

Compensation in Line with Market Median

In February 2014 in connection with our conversion to a REIT,2017, our Compensation Committee, with the assistance of PwC, performed a comprehensive review of our executive compensation program, which included an extensive competitive market analysis. Our peer group as establishedThe PwC competitive market analysis indicated:

Significant Compensation Committee Actions in 2017

Prior to 2017, our Compensation Committee last conducted a comprehensive review of our executive compensation program in 2014 in connection with our conversion to a REIT. In 2017, our Compensation Committee, with the assistance of PwC, completed an in depth assessment of our executive compensation policies and practices to evaluate their alignment with our compensation philosophy and objectives, effectiveness and overall competitiveness as compared to market and peer group compensation practices. The 2017 assessment built upon the more targeted review of our incentive compensation programs our Compensation Committee completed, with the assistance of PwC, in 2016. With careful consideration of the analysis and competitive market data provided by PwC in 2016 and 2017, and other information it considered to be relevant, our Compensation Committee took the following actions in 2017:

Compensation Best Practices and Governance.Governance

We believe in keepingare committed to managing our Company for the benefit of our stockholders, acting with the upmost integrity and serving as a responsible fiduciary to our stockholders. We are committed to managing the company for the benefit of the stockholders andregarding our executive compensation practices. Further, we are focused on maintainingadopting best practices and practicing good governance and establishing best practicesregarding our executive compensation programs that work within our objectives and which we deemour Compensation Committee deems advisable. PracticesCompensation practices that illustrate that commitmentthese commitments include:

Favorable Results of 20152017 Advisory Vote to Approve Executive Compensation.

At our 20152017 Annual Meeting of Stockholders, our stockholders overwhelmingly approved the compensation of our NEOs with more than 97%98% of the votes cast voting in favor of our advisory “say on pay” proposal. TheOur Compensation Committee and the Company view these results as an indication that our stockholders support our executive compensation policies, and thus no changes were made to our compensation programs as a result of this vote. Nonetheless, theour Compensation Committee continues to evaluateregularly evaluates our executive

compensation plans and policies, compensation best practices and consider additional performance metricsmarket compensation trends, and meansconsiders alternatives for tying pay to performance.

The fundamental objectivesstrengthening the alignment of our executive compensation policies areprogram with our compensation philosophy and objectives, our business strategy, competitive market practices and long-term stockholder value creation.

Compensation Philosophy and Objectives

The foundational philosophy of our executive compensation programs is to provide a total mix of compensation, comprised of base salary, annual cash incentive compensation and long-term equity-based incentive awards, which enables us to attract and maintainretain executive leadership that will execute our business strategy, uphold our values, deliver positive results and create long-term value tofor our stockholders. Accordingly, theour Compensation Committee develops compensation strategies and programs that will attract, retain and motivate highly qualified and high-performing executives through compensation that is:

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Competitive: Pay for performance scales are established so the competitive positioning of an executive’s total compensation reflects the competitive positioning of the Company’s performance, i.e., high Company performance relative to peers results in high compensation relative to competitive benchmarks, and vice versa.

Process for Determining Compensation – Independent Review and Use of Market Data

Role of Compensation Committee

Our Compensation Committee establishes and regularly reviews our compensation philosophy and programs, exercises authority with respect to the determination and payment of base and incentive compensation

to executive officers and administers our Second Amended and Restated 2008 Stock Incentive Plan (the “2008 Plan”). Our Compensation Committee annually reviews executive compensation and our compensation programs to ensure our CEO and the other executive officers are rewarded appropriately for their contributions to our success, and our overall compensation strategy supports the objectives and values of our organization, as well as stockholder interests. Our Compensation Committee conducts this review and makes compensation decisions through a comprehensive process involving a series of meetings primarily occurring in the first and second quarters of each year. Compensation Committee meetings typically are attended by our Compensation Committee members, legal advisors, our Chairman of the Board, our CEO and, upon request, PwC, the Compensation Committee’s independent compensation consultant. As with all Board committees, other Board members also have a standing invitation to attend our Compensation Committee’s meetings. Our CEO generally makes recommendations to our Compensation Committee regarding equity awards for the executive officers other than himself. Our Compensation Committee meets in executive session to the extent the members deem necessary or appropriate to ensure independent analysis and determinations. Additional information regarding our Compensation Committee and its meetings is included above under “Corporate Governance – Board of Director Meetings and Committees.”

In making itsexecutive compensation determinations, theour Compensation Committee performs an overall analysis of the executive’s performance for the year, projected role and responsibilities, impact on execution of Companyour strategy, external pay practices, emerging trends, total cash and total direct compensation positioning relative to our other Company executives, the recommendations of our Chief Executive OfficerCEO and such other factors theour Compensation Committee deems appropriate. Our Compensation Committee also considers employee retention, vulnerability to recruitment by other companies and the difficulty and costs associated with replacing executive talent. Based on these objectives, theour Compensation Committee has determined that our Companywe should provide itsour executives with compensation packages comprised of three primary elements:

Benefits and perquisites play a limited role in our executives’ total compensation packages. TheOur Compensation Committee believes that, as a result of our balance of long- and short-term incentives, our use of performance-based RSUs with dividend equivalents that provide a tie to our stockholders interests and our stock ownership guidelines, our executive compensation programprograms currently servesserve our compensation philosophy and objectives well.

The Compensation Committee annually reviews executive compensation and our compensation policies to ensure that the Chief Executive Officer and the other executive officers are rewarded appropriately for their contributions to our success and that the overall compensation strategy supports the objectives and values of our organization, as well as stockholder interests. The Committee conducts this review and makes compensation decisions through a comprehensive process involving a series of meetings primarily occurring in the first and second quarters of each year. Committee meetings typically are attended by the Committee members, legal advisors, our Chairman of the Board, our Chief Executive Officer and, upon request, the Committee’s compensation consultant. As with all Board committees, other Board members also have a standing invitation to attend the Compensation Committee’s meetings. Our Chief Executive Officer generally makes recommendations to the Committee regarding equity awards for the executive officers other than himself. The Committee meets in executive session to the extent the members deem necessary or appropriate to ensure independent analysis and determinations. Additional information regarding the Compensation Committee and Committee meetings is included above under “Corporate Governance – Board of Director Meetings and Committees.”

UseRole of Independent Compensation Consultant.Consultant

Since 2000, theour Compensation Committee has engaged PwC from time to time to assist it in reviewing compensation strategies and plans and to provide market competitive data. When requested, PwC works directly with the chair of theour Compensation Committee and, as directed by the chair of theour Compensation Committee, with our Chief Executive Officer.CEO and other executive officers. PwC was selected due to its extensive experience in providing compensation consulting services. At theour Compensation Committee’s request, PwC has from time to time performed severalcompensation analyses, including peer and market comparisons, internal pay equity assessments, updating of the executive salary structure and modeling of executive compensation levels at different levels of Companycompany performance. Our Compensation Committee does not use the market data to benchmark our compensation; instead, theseThese analyses and the input from PwC have assisted theour Compensation Committee in determining if itswhether our strategies and plans were advisable based on the Company’s current financial position and strategic business goals, as well as developmentscompetitive with our peers and consistent with best practices, in corporate governance and compensation design. Additional information regarding the engagement and independence of

PwC as independent compensation consultant to our Compensation Committee is included above under “Corporate Governance – Board of Director Meetings and Committees.”

2017 Peer Group Review and Market Data.Update In 2015,

At the request of our Compensation Committee, continuedPwC assessed and recommended adjustments with respect to use the market data analysis provided by PwC in February 2014. This market data analysis employed aour peer group recommended by PwC that reflected updates due to the then recent conversion of the Company to a REIT. In the 2014 updates, the Compensation Committee used a peer group of 23 companies

(including 14 REIT companies)selection methodology and eliminated certain companies that were not dividend paying.composition. Based on the recommendationrecommendations of PwC, we employedour Compensation Committee adopted the following as filterscriteria for determiningidentifying appropriate companies to include in our peer group:

TheApplying the foregoing selection criteria, the following companies were selectedrecommended by PwC and approved by theour Compensation Committee for inclusion in the 2014our 2017 peer group:

NoneHospitality Properties Trust and Senior Housing Properties Trust, which were included in our 2016 peer group, were not included in our 2017 peer group because they are externally managed REITs.

While none of our peer group companies met all of the filters, and generally theselection criteria, each peer group companiescompany met approximately two or more of the filters. In general,selection criteria. Generally, we were at the 50^th percentile of revenuesmarket capitalization among our peers, and between the 25^thand 50^thpercentile of market capitalizationrevenues and fixed assets of our peers.

Total Direct TargetNEO Compensation Guidelines. Based on the extensive market analysis performed by PwC in 2014 , and based on internal pay equity considerations and a considerationfor 2017

Components of our compensation objectives and philosophies, with a particular emphasis on performance and equity as key drivers for executive compensation, the executive compensation structure set forth in the table below was developed by the Committee in 2014 in consultation with PwC for purposes of providing a point of reference for comparing future compensation decisions, including as a guideline for 2015 compensation decisions. The midpoint amounts are aligned with the 50^th percentile of peer group proxy data by rank. References in this Proxy to the Salary Midpoint or the LTIP Fair Value are to the following table valuations.NEO Compensation

The primary components of our 2015the 2017 compensation program werefor our NEOs were:

Annual Base Salary

We seek to provide base salaries for our executive officers that provide a secure level of guaranteed cash compensation in accordance with their experience, professional status and job responsibilities. Typically in the second quarter of each year, theour Compensation Committee reviews and, if applicable, approves a revised annual salary plan for our executive officers, taking into account several factors, including prior year’s salary, responsibilities, tenure, individual performance, salaries paid by comparable companies in our peer group for comparable positions, the Company’s overall pay scale and the Company’s recent and projected financial performance. As part of PwC’s 2014 study,a general guideline, our Compensation Committee believes the Committee determined that base salary generallyof each executive officer should be set at or below the 50th percentile of the benchmarks from themarket survey and peer group benchmark data provided by PwC, market analysis, subject to adjustment to account for the individual factors referenced above. This market positioning was based on the Committee’s objective of providingdescribed above, in order to provide competitive base salaries for recruiting and retention purposes.

TheOur Compensation Committee also solicits the views and recommendations of our Chief Executive Officer,CEO, in consultation with our Chairman, when setting the base salaries of the other executive officers, given their respective insight into internal pay equity and positioning issues, as well as executive performance. At a Compensation Committee meeting typically held in the first or second quarter of each year, the Chief Executive Officerour CEO summarizes his assessment of the performance during the previous year of each of the other executive officers. The Chief Executive Officer,Our CEO, in consultation with our Chairman, also provides his recommendations on any compensation adjustments. TheOur Compensation Committee approves any base salary adjustments for these executives based on factors such factors as the competitive compensation analysis, the Chief Executive Officer’sour CEO’s assessment of individual performance, the Company’s performance, and the location in the salary range of the executive’s current salary within the applicable salary range, general market conditions and internal pay equity considerations.

The process is similar for determining any base salary adjustments for the Chief Executive Officer,our CEO, except that the Chief Executive Officerour CEO does not provide theour Compensation Committee with a recommendation. The Chief Executive OfficerOur CEO presents a self-assessment of his performance during the year to theour Compensation Committee, which then approves any base salary adjustment based on the factors described above with respect to theour other executives. To the extent it deems necessary and appropriate, theour Compensation Committee meets in executive session to discuss adjustments to the base salaries of the Company’sour executive officers, including the Chief Executive Officer.our CEO. Such adjustments typically take effect on or about July 1 of each year.

During 2015, after reviewPrior to 2017, our Compensation Committee last engaged PwC in 2014 to provide a market assessment and benchmarking data for the total cash compensation paid to our executive officers. The updated market compensation survey and peer data PwC provided to our Compensation Committee in 2017 indicated the base salaries paid to our NEOs were substantially below the 50^th percentile of the 2014 PwC reporttheir peers. After reviewing PwC’s updated peer and consultationmarket data, and consulting with theour CEO regarding the other NEOs’ responsibilities, performance and his recommendations, theour Compensation Committee approved a 2.5% increasethe following increases to the base salaries paid to our NEOs:

These base salary increases, in our Compensation Committee’s view, correctly positioned each of our NEOs, other than Mr. Garfinkle, who received a 7.5% increase, withNEO’s salary relative to the salaries effective as50th percentile of July 6, 2015. The Committee believed thatour peer group companies. In addition to the raises were appropriate given that, based onaforementioned

factors, in determining the 2014 PwC report, the existing salaries were at or below the Salary Midpoint of their peers. The largerbase salary increase for Mr. Garfinkle reflectsMs. Mayberry, our Compensation Committee considered the larger disparity between his base salaryexpansion of Ms. Mayberry’s role to include direct leadership responsibility for our CoreCivic Properties business and the Salary Midpoint for his position of $420,000our mergers and in recognition of the importance of his role.acquisitions activities.

Annual Cash Incentive Plan Compensation

Our annual cash incentive plan compensation provides our executive officers with the potential for significantly enhancedan opportunity to earn cash compensation based on the extent to which financialobjective performance targetsgoals set in advance by theour Compensation Committee are met. Each ofGenerally, our Compensation Committee sets the named executive officers in the annual cash incentive plan can earn between 5% andmaximum bonus opportunity at 200% of his or her actual salary based on our performance against pre-established financial goals, with 75% of base salary payable to each of our NEOs based on target performance against these goals.

The financial goals forpaid during the 2015 cash incentive plan were Adjusted EPS and growth in normalized funds from operations, or normalized FFO per share. In order for cash incentives to be payable, we must first achieve positive Adjusted EPS. If positive Adjusted EPS is not achieved, then no amounts could be earned under the cash incentive plan. Presuming positive Adjusted EPS criteria is met, the actual bonus payable is determined through the Committee’s exercise of negative discretion, based on our normalized FFO per share against pre-established goals as set forth in the table below. As in 2014, the Committee chose normalized FFO per share as the performance metric for 2015 alongyear, with positive Adjusted EPS, because it believes that with the Company operating as a REIT, there is a strong relationship between positive Adjusted EPS coupled with normalized FFO per share growth and growth in stockholder value. Normalized FFO per share is a common metric used to evaluate REITs, as it takes into account earnings from existing properties excluding the impact of depreciation of real estate assets, and thus measures the cash-generating potential of the REIT’s holdings.

Since 2010, the Compensation Committee has employed a target bonus opportunity of 75% of actual base salary, paid duringand exercises negative discretion to determine the yearactual annual cash incentive award for each of the NEOs, including our Chief Executive Officer.

The initial guidanceexecutive officers based on our performance against thepre-established, objective goals. Prior to 2017, our annual cash incentive plan utilized two financial performance metrics for 2015, as set forth in the Company’s earnings news release dated February 11, 2015, ranged from $1.94 to $2.02 for adjusted diluteddetermining annual cash bonus awards: Adjusted EPS and from $2.67 to $2.75 for normalized FFO per share. The Compensation Committee establishes the performance goals based on a target bonus at 75% of base salary, which would be met for 2015 ifNormalized FFO. Provided we achieved positive Adjusted EPS for the year, the annual cash bonus earned by each of our NEOs was determined by our Normalized FFO performance.

In 2016, our Compensation Committee, with the assistance of PwC, completed a comprehensive review of the annual and normalizedlong-term incentive compensation plans for our executive management team. Based on this review, our Compensation Committee concluded the competitiveness of our annual cash incentive plan for attracting, retaining and rewarding high performing executives, as well its alignment with our growth, investment and diversification strategies, would be improved by:

Our Compensation Committee added Adjusted EBITDA as a complimentary financial performance goal to Normalized FFO because, unlike FFO, Adjusted EBITDA is not impacted by taxes and short-term financing issues, such as debt refinancing and equity issuances, that are not reflective of operating performance. Objective, strategic business goals were adopted as a performance metric because our Compensation Committee believes achieving meaningful progress in growing and diversifying our business and cash flows is critical to creating long-term value for our stockholders, but such progress may not be immediately reflected in our financial results. Our Compensation Committee believes the additional performance goals strike an appropriate balance in rewarding our executive officers for achieving positive financial results in the near-term, while strengthening their focus on the successful execution of our long-term growth strategy.

After careful consideration of the market data, peer benchmarking and input from PwC, our Compensation Committee adopted a four-factor formula (the“4-Factor Bonus Formula”) for the determination of awards to our executive officers under our annual cash incentive plan:

Under the4-Factor Bonus Formula, no cash incentive compensation is payable unless we generate positive Adjusted EPS for the year. Presuming we generate positive Adjusted EPS, the4-Factor Bonus Formula provides for a minimum cash incentive of 17% of actual base salary, which wouldbut contemplates the maximum bonus awarded will not exceed 175% (rather than 200%) of actual base salary. Whether the actual cash bonus will exceed the 17% minimum bonus principally depends on our objective performance againstpre-established Normalized FFO and Adjusted EBITDA goals. An additional bonus amount not to exceed 25% of actual base salary may be met if we achieved normalized FFO per shareawarded at the discretion of $2.93. Theour Compensation Committee setbased on their assessment of our performance with respect to severalpre-established, strategic business goals related to the normalizedsuccessful execution of our long-term growth, investment and diversification strategy.

Our Compensation Committee established the following goals and corresponding cash bonus amounts under the4-Factor Bonus Formula for Normalized FFO per share bonus range asand Adjusted EBITDA based on the full year financial guidance set forth in the following table so that the target bonus would be met if we achieved positive Adjusted EPS and normalized FFO per share that fell between our initial guidance.earnings press release dated November 2, 2016: