SEC rules in favor of CCA on shareholder's REIT resolution

The Securities and Exchange Commission has ruled in favor of Corrections Corp. of America on the company’s request to exclude a shareholder resolution regarding its planned REIT conversion from its proxy materials in advance of the company’s annual meeting in May.

The resolution was filed by CCA shareholder Alex Friedmann, president of the Private Corrections Institute, a non-profit organization that bills itself as a watchdog to the private prison industry. It would have required CCA’s board of directors to issue a report to stockholders addressing issues related to REIT conversion.

Earlier this year, Nashville-based CCA said the REIT conversion (see related story here) will lower the company's taxes and require it to pay out 90 percent of its profits as dividends. As part of the move, the company said it will pay a special dividend to distribute previously accumulated profits.

Friedmann’s request asked for disclosure of disadvantages to stockholders and/or advantages to the company when CCA makes REIT dividend distributions in the form of stock rather than cash.

Friedmann also wanted CCA (Ticker: CXW) to disclose to shareholders tax implications of REITs and to explain REIT-related decisions in light of the company’s previous REIT conversion in 1999, which was later reversed. The previous REIT conversion was followed by shareholder lawsuits, a plunge in stock prices and a 1-for-10 reverse stock split to prevent it from being delisted from the NYSE.

"Should CCA’s REIT conversion turn out badly, as did the company’s first attempt to become a REIT, the company and its board cannot claim they were unaware that they should have fully informed shareholders about CCA’s history with respect to REITs," Friedmann said in a press release.