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STOCKHOLDERS' EQUITY | 12 Months Ended
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Dec. 31, 2019
STOCKHOLDERS' EQUITY |
14. | STOCKHOLDERS' EQUITY
Dividends on Common Stock The tax characterization of dividends per share on common shares as reported to stockholders was as follows for the years ended December 31, 2019, 2018, and 2017:
|  |  |  |  |  | Ordinary |  |  |  | Return of |  |  |  | Total |
Declaration Date |  | Record Date |  | Payable Date |  | Income |  |  |  | Capital |  |  |  | Per Share |
February 17, 2017 |  | April 3, 2017 |  | April 17, 2017 |  |  | 0.363660 |  | (1) |  |  | 0.056340 |  |  |  | $ | 0.42 |
May 11, 2017 |  | July 3, 2017 |  | July 17, 2017 |  |  | 0.363660 |  | (1) |  |  | 0.056340 |  |  |  | $ | 0.42 |
August 10, 2017 |  | October 2, 2017 |  | October 16, 2017 |  |  | 0.363660 |  | (1) |  |  | 0.056340 |  |  |  | $ | 0.42 |
December 7, 2017 |  | January 2, 2018 |  | January 15, 2018 |  |  | 0.387446 |  | (2) |  |  | 0.032554 |  |  |  | $ | 0.42 |
February 22, 2018 |  | April 2, 2018 |  | April 16, 2018 |  |  | 0.396671 |  | (3) |  |  | 0.033329 |  |  |  | $ | 0.43 |
May 11, 2018 |  | July 2, 2018 |  | July 16, 2018 |  |  | 0.396671 |  | (3) |  |  | 0.033329 |  |  |  | $ | 0.43 |
August 16, 2018 |  | October 1, 2018 |  | October 15, 2018 |  |  | 0.396671 |  | (3) |  |  | 0.033329 |  |  |  | $ | 0.43 |
December 13, 2018 |  | January 2, 2019 |  | January 15, 2019 |  |  | 0.374927 |  | (4) |  |  | 0.055073 |  |  |  | $ | 0.43 |
February 21, 2019 |  | April 1, 2019 |  | April 15, 2019 |  |  | 0.383646 |  | (5) |  |  | 0.056354 |  |  |  | $ | 0.44 |
May 16, 2019 |  | July 1, 2019 |  | July 16, 2019 |  |  | 0.383646 |  | (5) |  |  | 0.056354 |  |  |  | $ | 0.44 |
August 15, 2019 |  | October 1, 2019 |  | October 15, 2019 |  |  | 0.383646 |  | (5) |  |  | 0.056354 |  |  |  | $ | 0.44 |
December 12, 2019 |  | January 6, 2020 |  | January 15, 2020 |  |  | — |  | (6) |  |  | — |  | (6) |  | $ | 0.44 |
(1) $0.000000 of this amount constitutes a "Qualified Dividend", as defined by the IRS. (2) $0.051840 of this amount constitutes a "Qualified Dividend", as defined by the IRS. (3) $0.053074 of this amount constitutes a "Qualified Dividend", as defined by the IRS. (4) $0.041313 of this amount constitutes a "Qualified Dividend", as defined by the IRS. (5) $0.042274 of this amount constitutes a "Qualified Dividend", as defined by the IRS. (6) Taxable in 2020. Future dividends will depend on CoreCivic's distribution requirements as a REIT, future cash flows and earnings, capital requirements, financial condition, limitations under debt covenants, opportunities for alternative uses of capital, and on such other factors as the Board of Directors of CoreCivic may consider relevant. Common Stock Restricted shares. During 2019, CoreCivic issued approximately 934,000 shares of RSUs to certain of its employees and non-employee directors, with an aggregate value of $20.1 million, including 850,000 RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and 84,000 RSUs to employees whose compensation is charged to operating expense. During 2018, CoreCivic issued approximately 945,000 RSUs to certain of its employees and non-employee directors, with an aggregate value of $20.5 million, including 850,000 RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and 95,000 RSUs to employees whose compensation is charged to operating expense. Since 2015, CoreCivic has established performance-based vesting conditions on the RSUs awarded to its officers and executive officers that, unless earlier vested under the terms of the agreements, were subject to vesting over a three-year period based upon the satisfaction of certain annual performance criteria, and no more than one-third of the RSUs could vest in any one performance period. The RSUs awarded to officers and executive officers in 2019 consist of a combination of awards with performance-based conditions and time-based conditions. Unless earlier vested under the terms of the RSU agreements, the RSUs with time-based vesting conditions vest evenly generally on the first, second, and third anniversary of the award. The RSUs with performance-based vesting conditions are divided into one-third increments, each of which is subject to vesting based upon satisfaction of certain annual performance criteria established at the beginning of the fiscal years ending December 31, 2019, 2020, and 2021, and which can be increased by up to 150% or decreased to 0% based on performance relative to the annual performance criteria, and further increased or decreased using a modifier of 80% to 120% based on CoreCivic's total shareholder return relative to a peer group. Based on performance achieved for 2019, the RSUs subject to performance-based vesting criteria were increased by 145.8%, but were reduced to the 80% modifier based on CoreCivic's total shareholder return relative to the peer group. Because the performance criteria for the fiscal years ending December 31, 2020 and 2021 have not yet been established, the values of the second and third RSU increments for financial reporting purposes will not be determined until such criteria are established. Time-based RSUs issued to other employees, unless earlier vested under the terms of the agreements, generally vest equally on the first, second, and third anniversary of the award. RSUs issued to non-employee directors vest one year from the date of award. Nonvested RSU transactions as of December 31, 2019 and for the year then ended are summarized below (in thousands, except per share amounts).
|  | Shares of RSUs |  |  | Weighted average grant date fair value |
Nonvested at December 31, 2018 |  |  | 1,225 |  |  | $ | 24.67 |
Granted |  |  | 934 |  |  | $ | 21.49 |
Cancelled |  |  | (73 | ) |  | $ | 23.78 |
Vested |  |  | (524 | ) |  | $ | 25.53 |
Nonvested at December 31, 2019 |  |  | 1,562 |  |  | $ | 22.52 |
During 2019, 2018, and 2017, CoreCivic expensed $17.3 million ($1.8 million of which was recorded in operating expenses and $15.5 million of which was recorded in general and administrative expenses), $13.1 million ($1.8 million of which was recorded in operating expenses and $11.3 million of which was recorded in general and administrative expenses), and $13.3 million ($1.9 million of which was recorded in operating expenses and $11.4 million of which was recorded in general and administrative expenses), net of forfeitures, relating to RSUs, respectively. As of December 31, 2019, CoreCivic had $16.5 million of total unrecognized compensation cost related to RSUs that is expected to be recognized over a remaining weighted-average period of 1.6 years. The total fair value of restricted common stock and RSUs that vested during 2019, 2018, and 2017 was $13.4 million, $15.3 million, and $16.6 million, respectively. On August 28, 2018, CoreCivic entered into an Amended and Restated ATM Equity Offering Sales Agreement, or ATM Agreement, with multiple sales agents, pursuant to which the Company may offer and sell to or through the agents, from time to time, shares of the Company's common stock, par value $0.01 per share, having an aggregate gross sales price of up to $200.0 million. Sales, if any, of the Company's shares of common stock will be made primarily in “at-the-market” offerings, as defined in Rule 415 under the Securities Act of 1933, as amended. The shares of common stock will be offered and sold pursuant to CoreCivic's registration statement on Form S-3 and a related prospectus supplement, both filed with the SEC on August 28, 2018. CoreCivic intends to use substantially all of the net proceeds from any sale of shares of the Company's common stock to repay outstanding borrowings or for working capital and other general corporate purposes, which may include investments. There were no shares of the Company's common stock sold under the ATM Agreement during 2018 and 2019. Preferred Stock CoreCivic has the authority to issue 50.0 million shares of $0.01 par value per share preferred stock (the "Preferred Stock"). The Preferred Stock may be issued from time to time upon authorization by the Board of Directors, in such series and with such preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications or other provisions as may be fixed by CoreCivic's Board of Directors. Stock Option Plans CoreCivic has equity incentive plans under which, among other things, incentive and non-qualified stock options are granted to certain employees and non-employee directors of CoreCivic by the compensation committee of CoreCivic's Board of Directors. The options are granted with exercise prices equal to the fair market value on the date of grant. Vesting periods for options granted to employees generally range from three to four years. Options granted to non-employee directors vest on a date approximately following the first anniversary of the grant date. The term of such options is ten years from the date of grant. Since 2012, CoreCivic has elected not to issue stock options to its non-employee directors, officers, and executive officers as it had in prior years, and instead elected to issue all of its equity compensation in the form of RSUs as previously described herein. All outstanding stock options were fully vested as of December 31, 2016. Stock option transactions relating to CoreCivic's non-qualified stock option plans are summarized below (in thousands, except exercise prices):
|  | No. of options |  |  | Weighted- Average Exercise Price of options |  |  | Weighted- Average Remaining Contractual Term |  | Aggregate Intrinsic Value |
Outstanding at December 31, 2018 |  |  | 706 |  |  | $ | 20.32 |  |  |  |  |  |  |
Granted |  |  | — |  |  |  | — |  |  |  |  |  |  |
Exercised |  |  | (62 | ) |  |  | 14.19 |  |  |  |  |  |  |
Cancelled |  |  | — |  |  |  | — |  |  |  |  |  |  |
Outstanding at December 31, 2019 |  |  | 644 |  |  | $ | 20.91 |  |  | 1.4 |  | $ | — |
Exercisable at December 31, 2019 |  |  | 644 |  |  | $ | 20.91 |  |  | 1.4 |  | $ | — |
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between CoreCivic's stock price as of December 31, 2019 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2019. This amount changes based on the fair market value of CoreCivic's stock. The total intrinsic value of options exercised during the years ended December 31, 2019, 2018, and 2017 was $0.5 million, $1.3 million, and $2.9 million, respectively. At CoreCivic's 2011 annual meeting of stockholders held in May 2011, CoreCivic's stockholders approved an amendment to the 2008 Stock Incentive Plan that increased the authorized limit on issuance of new awards to an aggregate of up to 18.0 million shares. In addition, during the 2003 annual meeting the stockholders approved the adoption of CoreCivic's Non-Employee Directors' Compensation Plan, authorizing CoreCivic to issue up to 225,000 shares of common stock pursuant to the plan. As of December 31, 2019, CoreCivic had 5.0 million shares available for issuance under the Amended and Restated 2008 Stock Incentive Plan and 0.2 million shares available for issuance under the Non-Employee Directors' Compensation Plan.

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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