Good morning, welcome to the CoreCivic, Inc. 2026 Virtual Annual Meeting of Stockholders. At this time, I'd like to turn the virtual meeting over to Mr. Mark Emkes, the Chairman of the Board of Directors of CoreCivic, Inc. Mr. Emkes, the floor is yours, sir.
Good morning. I'm Mark Emkes, Chairman of the Board of Directors of CoreCivic, Inc. On behalf of CoreCivic's board and management, I welcome you to the company's 2026 Virtual Annual Meeting of Stockholders. The company has decided to hold its Annual Meeting of Stockholders in a virtual format, with our stockholders participating via the internet and by telephone. This virtual meeting is being recorded. A recording will be made available via the internet on or about May 15th, 2026, and will remain available on the virtual meeting website for at least six months. The Rules for Conduct of our Virtual Annual Meeting and a disclaimer regarding forward-looking statements have been posted on the virtual meeting website. The proxies for this annual meeting are Mr. Patrick Swindle and Mr. David Garfinkle.
We previously supplied to each stockholder a Notice of Internet Availability of Proxy Materials containing instructions on how to access the Company's Proxy Statement and Annual Report. These documents are also available on the virtual meeting website. The items of business for consideration at this meeting are: 1. To elect 11 members to serve on the Board of Directors of the Company for the upcoming year. 2. To ratify, by non-binding vote the appointment by the Company's Audit Committee of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31st, 2026. 3. To hold an advisory vote to approve the compensation of the Company's named executive officers, commonly referred to as the say on pay vote. I will act as Chairman and will conduct the meeting. Cole Carter will act as Secretary of the meeting.
Our other board members are: Patrick Swindle, who is also our CEO; Alexander R. Fischer; Catherine Hernandez-Blades; Stacia Hylton; Harley Lappin, Thurgood Marshall Jr.; Devin Murphy; John R. Prann, Jr.; Dawn Smith; Stacey Tank; and Nina Tran. Our other executive team members are: David Garfinkle, Executive Vice President and Chief Financial Officer; Anthony Grande, Executive Vice President and Chief Development Officer; Lucibeth Mayberry, Executive Vice President and Chief Strategy Officer; Cole Carter, Executive Vice President, Chief Administrative Officer, General Counsel, and Secretary; Daren Swenson, Executive Vice President and Chief Corrections and Reentry Officer; and Laura Groschen, Executive Vice President and Chief Information and Digital Officer. I'm joined by Steve Davis from our independent registered public accounting firm, Ernst & Young LLP. Our agenda for the formal matters to be brought before the stockholders will be as follows.
1. To take care of the necessary appointments and documentation for the meeting. 2. To establish a quorum, and 3. To take votes on the proposals mentioned earlier. You may submit questions via the virtual meeting website at any time throughout the meeting. Questions submitted will be addressed following the adjournment of the formal business portion of the meeting. Please be advised we will not be able to address any questions that may involve personnel issues or pending legal proceedings. Our Board has fixed March 18th, 2026 as the record date for determining stockholders entitled to vote at this meeting. I am appointing Natalie Hairston from American Election Services as Inspector of Elections for today's meeting. As inspector, Ms. Hairston will determine the presence of a quorum and serve as judge of voting on all matters requiring a stockholder vote at this meeting.
The Bylaws of the Company provide that the presence, in person or by proxy, of stockholders entitled to cast a majority of the outstanding voting stock of the Company at this Annual Meeting shall constitute a quorum. Our Inspector has submitted the election report and has reported that there were outstanding on the record date a total of 98,886,782 shares of common stock. There are at least 89,532,102 shares of the outstanding common stock of the company, or 90.54% present at the meeting in person or by proxy, which are entitled to vote. This constitutes a quorum. This meeting is now duly convened and will proceed.
Let the minutes note that we have a copy of the notice of Internet Availability of Proxy Materials and affidavit of mailing, certifying that these documents were mailed to the stockholders of record of the company as of March 18th, 2026. All the documents concerning the call and notice of this meeting will be filed with the records of the company. I can confirm that there were no additional stockholder nominations or proposals for business for this meeting properly filed in accordance with the advance notice requirements of the company's bylaws other than those reflected in the proxy statement. As such, the business of this meeting is limited to the matters set forth on the agenda. Stockholders who have sent in proxies need take no further action with regard to any matter to be voted on today.
If you wish to vote now, please vote via our virtual meeting website. The first item of business on our agenda is the election of directors. 11 directors are up for election at today's meeting. Pursuant to the company's bylaws, nominees receiving a majority of votes cast or more votes for than against his or her election will be elected as directors. The directors elected today will hold office until next year's annual meeting of stockholders and until their successors are duly elected and qualified. Our board unanimously recommends that stockholders vote for the election of each of the director nominees. The second item of business on our agenda is the ratification of the non-binding appointment by the company's audit committee of Ernst & Young LLP to be the independent registered public accounting firm of the company for the fiscal year ending December 31st, 2026.
The affirmative vote of at least a majority of the shares present in person or represented by proxy at this meeting and entitled to vote is required to approve on an advisory basis the ratification of the appointment of Ernst & Young. Our Board unanimously recommends that stockholders vote for ratification of the non-binding appointment of Ernst & Young. The third item of business on our agenda is the non-binding advisory vote that asks the stockholders to approve the compensation of our named executive officers, otherwise known as the say on pay vote. While the vote is not binding on the Board or the Company, the board will review the voting results and take them into consideration when making future decisions regarding the compensation of our named executive officers.
The affirmative vote of at least a majority of the shares present in person or represented by proxy at this Annual Meeting and entitled to vote is required to approve, on an advisory basis, the say on pay vote. The Board unanimously recommends that stockholders vote for the non-binding say on pay approval. This concludes discussion on all former matters to be brought before the stockholders, and I now declare the polls for each matter to be voted on open as of 10:08 A.M. Detailed information on each of the proposals is included in the Proxy Statement. Now that everyone has had the opportunity to vote, I declare the polls closed and direct the Inspector of Elections to tabulate the preliminary results. Let me now ask the Inspector of Elections for a preliminary report on the vote.
Thank you. As Inspector, my preliminary report shows the following results. On the first proposal submitted, the election of directors, each of the Board's nominees, as listed in the Proxy Statement, has received more for votes for the director's election than against the director's election. On the second proposal, the non-binding appointment of Ernst & Young LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31st, 2026, a majority of the shares present in person or represented by proxy at this Annual Meeting and entitled to vote were cast for ratification of the appointments.
On the third proposal, the advisory vote on the compensation paid to the company's named executive officers or the say on pay vote, a majority of the shares present in person or represented by proxy at this Annual Meeting and entitled to vote were cast for the approval of the compensation paid to the company's named executive officers.
Thank you. The Chair declares that a majority of the votes at this meeting have been cast in favor of the election of each of the director nominees listed in the Proxy Statement. Accordingly, each such nominee has been elected as a director of the company. The Chair declares that a majority of the shares present in person are represented by proxy and entitled to vote at this meeting have voted in favor of the non-binding ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31st, 2026, and in favor of the approval, on an advisory basis of the compensation paid to the company's named executive officers or the say on pay vote. Accordingly, each of these matters has been approved.
I now direct the Inspector to furnish the Secretary with a preliminary report of the results of the election and that the report be incorporated into the minutes of this meeting. The formal business portion of this Annual Meeting is now completed and adjourned. We will now transition to the question-and-answer period. As you prepare your questions, on behalf of my colleagues, I want to thank our Director, John R. Prann, Jr., who did not stand for re-election in accordance with the retirement provision of our Corporate Governance Guideline for his many years of service. John R. Prann, Jr., on behalf of the Board and management, you will be dearly missed. With that, we will now consider your questions. If you are a stockholder wishing to ask a question and you haven't already submitted your question via the virtual meeting website, please do so now.
All questions must be made in accordance with our rules of conduct. Mr. Swindle, are there any questions?
Mr. Chairman, we have our first question. I want to thank Mary Baudouin and representatives from the Interfaith Center on Corporate Responsibility for your questions, which reflect the commitment and care you have for the needs of the individuals entrusted to CoreCivic's care. I especially want to thank ICCR for the respectful and constructive dialogue we've maintained with your organization for more than a decade. With that, I'd like to share some information that touches on the topics raised in the questions. First, I'm proud to say that by the end of 2025, we conducted human rights consultations or visits at all of our facilities housing individuals for ICE. With respect to recent facility activations in response to federal government's stated needs for detention services, it's worth noting that CoreCivic anticipated this potential demand for our purpose-built facilities.
To prepare, we made significant investments early on in employee recruitment and training to ensure appropriate staffing. As well as capital investments to ensure optimal conditions in our facilities, which support needed services like comprehensive medical, dental, and mental health care; access to attorneys and legal resources; and three nutritious meals a day, among many others. I'm proud to say these timely investments have enabled us to ensure we're appropriately staffed and fulfilling our responsibilities. Another example of unique services we provided are the educational offerings at our Dilley Immigration Processing Center in South Texas, which cares for children and their parents. Currently, facility staff are facilitating age-appropriate educational programs and activities, and I'm pleased to share that CoreCivic is finalizing plans with a third-party education provider to expand those programs, which we expect will be implemented in July.
As a reminder, Dilley was purpose-built in 2014 under the Obama administration to meet the unique needs of families while their civil immigration status cases are proceeding. We cannot be prouder of our team of 600 at Dilley and the professionalism, compassion, and purpose with which they carry out their responsibilities every day. Those responsibilities include comprehensive, around-the-clock health care delivered by our licensed physicians, dentists, advanced practice providers, nurses, and mental health professionals. They provide residents access to a continuum of healthcare services, including screening, prevention, health education, diagnosis, and treatment. The residents of Dilley and all of our facilities are receiving the attentive, high-quality care they deserve, and that's a direct reflection of the people providing it.
A lot of attention has been given recently to reported efforts by the federal government to acquire and repurpose warehouse-type facilities around the country as part of its current immigration enforcement and detention plans. We aren't currently involved with any of these reported projects. We continue to focus on what CoreCivic does best, delivering safe, humane, professionally managed facilities, drawing on more than 40 years of experience and ensuring that we do so with care and dignity for every individual. As a reminder, CoreCivic plays no role in enforcing laws, arresting individuals, or determining their length of stay in our facilities, and we have a long-standing zero-tolerance policy not to lobby or advocate for legislation that determines the basis for or duration of an individual's detention or incarceration.
Our focus remains on providing safe and humane care and working closely with and under multiple layers of oversight from our government partners, and we appreciate the valuable perspectives and feedback shared by and between CoreCivic and principal stakeholders like ICCR as we work to continuously improve our services and the conditions of confinement for those in our care. Before moving on, I want to express on behalf of CoreCivic, our sincere appreciation and congratulations to Mary Baudouin, who we understand will be retiring soon. We sincerely thank you for the open and honest dialogue between us and wish you the very best in the next chapter of your life's journey.
Mr. Swindle, are there any other questions?
Yes, sir. We will go to our next question. Has CoreCivic completed all planned human rights assessments in each of our operated immigrant detention centers? Will findings of these assessments be made public, including explanations of salient risk beyond the Corporate Responsibility Reporting summary? Is there independent oversight of these assessments? Has CoreCivic conducted HRIAs at your residential reentry centers and recovery- minded solution services? CoreCivic has conducted human rights consultations or human rights-focused training visits at all of our facilities with immigration detention populations as of December 31st, 2025. The company intends to continue with this process at any newly activated detention facilities as well as other facilities in the company's Safety and Community portfolios. Our most recent Corporate Responsibility report, which is available at corecivic.com, provides an overview of this process. This process is intended primarily to promote a human rights-centered culture within CoreCivic.
Findings are shared within the company, including to executive leadership and the Board of Directors, which exercises oversight of the process. The company evaluates external reporting annually through its Corporate Responsibility reporting process.
Mr. Swindle, are there any other questions?
One additional question. Will CoreCivic continue its annual Corporate Responsibility Reporting in the future? The answer to that is yes, we will continue our Corporate Responsibility Reporting, and we have no plans to change that at this time. Mr. Chairman, there are no more questions at this time. This concludes today's events. On behalf of the Board, I would like to thank you for attending and for your continued support of CoreCivic.