UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
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Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 5 Corporate Governance and Management
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The GEO Group, Inc. (“GEO” or the “Company”) 2023 Annual Meeting of Shareholders was held on April 28, 2023 (“Annual Meeting”). The following matters were voted on at the Annual Meeting: (1) the election of nine directors for a term of one year and until their successors are duly elected and qualified, (2) the ratification of the appointment of Grant Thornton LLP to serve as GEO’s independent registered public accountants for the 2023 fiscal year, (3) the approval, in a non-binding advisory vote, of the compensation paid to GEO’s named executive officers, as disclosed in GEO’s Proxy Statement for the 2023 Annual Meeting of Shareholders, pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, (4) the non-binding advisory vote on the frequency of the advisory vote on executive compensation, and (5) a shareholder proposal regarding a third-party racial equity audit and report. The final voting results for each matter submitted to a vote of shareholders at the meeting are set forth below.
| 1. | All of the Board’s director nominees were elected for a term of one year and until their successors are duly elected and qualified, by the votes set forth in the table below: |
| Votes For | Votes Against |
Abstentions | Broker Non-Votes |
|||||||||||||
| Thomas C. Bartzokis |
72,835,701 | 973,652 | 2,211,918 | 17,880,961 | ||||||||||||
| Jack Brewer |
73,140,000 | 718,339 | 2,162,932 | 17,880,961 | ||||||||||||
| Jose Gordo |
72,729,227 | 1,189,113 | 2,102,931 | 17,880,961 | ||||||||||||
| Scott M. Kernan |
73,126,520 | 746,113 | 2,148,638 | 17,880,961 | ||||||||||||
| Lindsay L. Koren |
73,324,187 | 553,331 | 2,143,753 | 17,880,961 | ||||||||||||
| Terry Mayotte |
56,630,044 | 17,239,600 | 2,151,627 | 17,880,961 | ||||||||||||
| Andrew N. Shapiro |
61,374,726 | 12,504,001 | 2,142,544 | 17,880,961 | ||||||||||||
| Julie Myers Wood |
72,363,127 | 1,580,485 | 2,077,659 | 17,880,961 | ||||||||||||
| George C. Zoley |
72,583,609 | 1,274,690 | 2,162,972 | 17,880,961 | ||||||||||||
| 2. | The appointment of Grant Thornton LLP as GEO’s independent registered public accountants for the 2023 fiscal year was ratified by the shareholders, by the votes set forth in the table below: |
| For: |
90,308,611 | |||
| Against: |
362,810 | |||
| Abstain: |
3,230,811 | |||
| Broker Non-Votes: |
0 |
2
| 3. | The shareholders approved, in a non-binding advisory vote, the compensation of GEO’s named executive officers, by the votes set forth in the table below: |
| For: |
52,887,047 | |||
| Against: |
21,016,707 | |||
| Abstain: |
2,117,517 | |||
| Broker Non-Votes: |
17,880,961 |
| 4. | The shareholders voted, in a non-binding advisory vote, on the frequency of the advisory vote on executive compensation, by the votes set forth in the table below: |
| 1 Year: |
72,680,432 | |||
| 2 Years: |
146,095 | |||
| 3 Years: |
1,120,748 | |||
| Abstain: |
2,073,996 | |||
| Broker Non-Votes: |
17,880,961 |
In line with GEO’s current practice and these voting results, GEO has determined to continue to hold future advisory votes on executive compensation on an annual basis until the Company considers the results of the next shareholder advisory vote regarding the frequency of the advisory vote on executive compensation.
| 5. | The shareholders did not approve the shareholder proposal regarding a third-party racial equity audit and report, by the votes set forth in the table below: |
| For: |
29,639,735 | |||
| Against: |
43,856,672 | |||
| Abstain: |
2,524,864 | |||
| Broker Non-Votes: |
17,880,961 |
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE GEO GROUP, INC. | ||||||
| May 4, 2023 |
By: | /s/ Brian R. Evans | ||||
| Date | Brian R. Evans | |||||
| Senior Vice President and Chief Financial Officer | ||||||
| (Principal Financial Officer) | ||||||
4
Document and Entity Information |
Apr. 28, 2023 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | GEO GROUP INC |
| Amendment Flag | false |
| Entity Central Index Key | 0000923796 |
| Document Type | 8-K |
| Document Period End Date | Apr. 28, 2023 |
| Entity Incorporation State Country Code | FL |
| Entity File Number | 1-14260 |
| Entity Tax Identification Number | 65-0043078 |
| Entity Address, Address Line One | 4955 Technology Way |
| Entity Address, City or Town | Boca Raton |
| Entity Address, State or Province | FL |
| Entity Address, Postal Zip Code | 33431 |
| City Area Code | (561) |
| Local Phone Number | 893-0101 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.01 Par Value |
| Trading Symbol | GEO |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |