8-K
GEO GROUP INC (GEO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 26, 2022
THE GEO GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
| Florida | 1-14260 | 65-0043078 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 4955 Technology Way, Boca Raton, Florida | 33431 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (561) 893-0101
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, $0.01 Par Value | GEO | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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”) 2022 Annual Meeting of Shareholders was held on April 26, 2022 (“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 2022 fiscal year, and (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 2022 Annual Meeting of Shareholders, pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion. The final voting results for each matter submitted to a vote of shareholders at the meeting are set forth below.
- 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 Withheld | Broker Non-Votes | |
|---|---|---|---|
| Thomas C. Bartzokis | 77,779,824 | 1,484,967 | 18,331,125 |
| Jack Brewer | 72,004,848 | 1,259,943 | 18,331,125 |
| Anne N. Foreman | 38,730,142 | 34,534,649 | 18,331,125 |
| Jose Gordo | 71,628,849 | 1,635,942 | 18,331,125 |
| Scott M. Kernan | 71,703,685 | 1,561,106 | 18,331,125 |
| Terry Mayotte | 71,608,792 | 1,655,999 | 18,331,125 |
| Andrew N. Shapiro | 71,916,722 | 1,348,069 | 18,331,125 |
| Julie Myers Wood | 70,334,311 | 2,930,480 | 18,331,125 |
| George C. Zoley | 69,028,623 | 4,236,168 | 18,331,125 |
2. The appointment of Grant Thornton LLP as GEO’s independent registered public accountants for the 2022 fiscal year was ratified by the shareholders, by the votes set forth in the table below:
| For: | 89,952,986 |
|---|---|
| Against: | 1,075,782 |
| Abstain: | 567,148 |
| Broker Non-Votes: | 0 |
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: | 38,916,033 |
|---|---|
| Against: | 31,352,600 |
| Abstain: | 2,996,158 |
| Broker Non-Votes: | 18,331,125 |
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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 2, 2022 | By: | /s/ Brian R. Evans |
| Date | Brian R. Evans | |
| Senior Vice President and Chief Financial Officer | ||
| (Principal Financial Officer) |
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