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Revcon Template and Macros March 30, 2012 To our stockholders: You are invited to attend the 2012 Annual Meeting of Stockholders of Corrections Corporation of America (the “Company”) to be held at 10:00 a.m., local time, on Thursday, May 10, 2012, 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. 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, John D. Ferguson Chairman of the Board of Directors Damon T. Hininger President and Chief Executive Officer CORRECTIONS CORPORATION OF AMERICA 10 Burton Hills Boulevard Nashville, Tennessee 37215 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON THURSDAY, MAY 10, 2012 The Annual Meeting of Stockholders will be held at 10:00 a.m., local time, on Thursday, May 10, 2012, at our corporate headquarters, 10 Burton Hills Boulevard, Nashville, Tennessee. At the Annual Meeting, stockholders will consider and vote on the following proposals: (1) The election of 14 nominees named in the accompanying Proxy Statement to serve on our Board of Directors; (2) The ratification of the appointment by our Audit Committee of Ernst & Young LLP as our independent registered public accounting firm; (3) An advisory vote to approve the compensation of our Named Executive Officers; (4) A stockholder proposal, if properly presented at the Annual Meeting; and (5) Any other matters that may properly come before the Annual Meeting or any adjournments or postponements thereof. We are pleased to take advantage of Securities and Exchange Commission 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. Your vote is important. You may vote by toll-free telephone or by the internet. If you elected to receive a copy of the proxy 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 Tuesday, March 13, 2012 are entitled to vote at the Annual Meeting and any adjournments or postponements thereof. By Order of the Board of Directors, Steven E. Groom Executive Vice President, General Counsel and Secretary March 30, 2012 Nashville, Tennessee ii TABLE OF CONTENTS Page INFORMATION ABOUT THE ANNUAL MEETING AND VOTING ................................................................ 1 What matters will be acted on at the Annual Meeting? ............................................................................................. 1 What are the Board of Directors’ recommendations? ................................................................................................ 2 Why did I receive a one-page Notice in the mail regarding the internet availability of proxy materials this year instead of a full set of printed proxy materials? ......................................................................................................... 2 Who is entitled to vote at the Annual Meeting? ........................................................................................................ 2 How do I vote? .......................................................................................................................................................... 2 What vote is required to approve each item? ............................................................................................................. 3 Where can I find the voting results? .......................................................................................................................... 4 How and when may I submit a stockholder proposal for the Company’s 2013 Annual Meeting? ............................ 4 Can I communicate directly with members of the Company’s Board of Directors? ................................................. 4 How can I obtain the Company’s Annual Report on Form 10-K? ............................................................................ 4 Can I access the Company’s proxy materials and annual report electronically? ....................................................... 4 What are the costs of soliciting these proxies? .......................................................................................................... 5 How many copies should I receive if I share an address with another stockholder? ................................................. 5 Whom should I contact if I have any questions? ....................................................................................................... 5 CORPORATE GOVERNANCE ................................................................................................................................ 6 Chairman and Chief Executive Officer ..................................................................................................................... 6 Board of Directors Meetings and Committees........................................................................................................... 6 Executive Sessions .................................................................................................................................................... 9 Director Independence ............................................................................................................................................... 9 Independence and Financial Literacy of Audit Committee Members ....................................................................... 9 Independence of Compensation Committee Members .............................................................................................. 9 Director Candidates ................................................................................................................................................... 9 Limitations on Other Board Service ........................................................................................................................ 10 Communications with Directors .............................................................................................................................. 11 Certain Relationships and Related Transactions ...................................................................................................... 11 Compensation Committee Interlocks and Insider Participation............................................................................... 12 Stock Ownership Guidelines ................................................................................................................................... 12 Code of Ethics and Business Conduct ..................................................................................................................... 13 Risk Oversight ......................................................................................................................................................... 13 Compensation Risk Assessment .............................................................................................................................. 14 Report of the Audit Committee ............................................................................................................................... 14 PROPOSAL 1 - ELECTION OF DIRECTORS ..................................................................................................... 16 Directors Standing for Election ............................................................................................................................... 16 PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM .............................................................................................................................................. 22 Audit and Non-Audit Fees ....................................................................................................................................... 22 Pre-Approval of Audit and Non-Audit Fees ............................................................................................................ 23 PROPOSAL 3 - ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS ................................................................................................................................................................. 24 PROPOSAL 4 – STOCKHOLDER PROPOSAL ................................................................................................... 25 EXECUTIVE OFFICERS .......................................................................................................................................
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