RESOLVED that shareholders of CoreCivic, Inc. (“CoreCivic” or the “Company”) urge the Board of Directors (the “Board”) to amend the “Board Membership Criteria” section of the Company’s Corporate Governance Guidelines to add human rights expertise to the factors the Nominating and Governance Committee (the “Committee”) and/or Board takes into account when evaluating persons for nomination or renomination to stand for election as directors.

SUPPORTING STATEMENT
An effective board is made up of directors with a mix of skills, experience and expertise well-suited to the challenges, risks and opportunities the company faces. CoreCivic says it “take[s] very seriously [its] responsibility to respect and uphold the rights and welfare of the men and women in [its] care.”1

CoreCivic has come under fire, however, for not respecting inmate and detainee human rights, which has the potential to harm performance. The Company has been sued for using forced labor at the Stewart County, Georgia immigration detention center, where plaintiffs allege that they were deprived of necessities, which had to be purchased from the facility’s commissary, if they refused to work for $1 per day at jobs like cooking and cleaning that the facility would otherwise have had to pay non-detainees to do.2 A wage theft lawsuit cites a similar program at a New Mexico immigration detention facility.3 Complaints and press accounts have documented inadequate medical care, in some cases leading to detainee deaths, and other inhumane conditions at CoreCivic facilities.4

The “Board Membership Criteria” section of CoreCivic’s Corporate Governance Guidelines lists factors the Committee considers important by the Committee in deciding to nominate or renominate a director candidate. Human rights expertise is not among them. CoreCivic is one of the largest prison operators in the U.S.,5 yet its proxy statement does not disclose human rights experience or expertise for any of the Company’s directors.

Investors are increasingly registering concern about human rights. The average support for shareholder proposals on the subject increased from 8% in 2018 to 25% in 2019, and a 2019 proposal achieved majority support.6 The California State Teachers’ Retirement System and New York City Pension Funds cited human rights concerns in connection with their decisions to divest from CoreCivic and GEO Group’s stock.7

We believe that CoreCivic would benefit from elevating human rights expertise as a factor used to evaluate director candidates. The presence on the board of one or more directors with such expertise would encourage greater focus on human rights and enhance the quality of the board’s oversight of human rights-related risks.

We urge shareholders to vote for this proposal.
 

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1 http://www.corecivic.com/for-families/inmate-and-detainee-rights
2 https://www.splcenter.org/seeking-justice/case-docket/wilhen-hill-barrientos-et-al-v-corecivic-inc
3 https://www.theguardian.com/us-news/2018/nov/25/private-prison-companies-served-with-lawsuits-over-usng-detainee-labor
4 https://projectsouth.org/wp-content/uploads/2019/10/10.17.2019-Letter-to-Georgia-Congressional-Delegates-.pdf; https://www.tennessean.com/story/news/2018/08/07/corecivic-diabetic-inmates-denied-insulin-trousdale-turner/925297002/
5 https://en.wikipedia.org/wiki/List_of_largest_employers_in_the_United_States
6 https://corpgov.law.harvard.edu/2019/07/26/2019-proxy-season-review-part-1-rule-14a-8-shareholder-proposals/
7 https://www.pionline.com/article/20181108/ONLINE/181109890/calstrs-to-divest-from-private-prison-companies-corecivic-geo-group; https://www.ai-cio.com/news/new-york-city-pension-funds-divest-private-prisons/