GEO GROUP INC
For the period ended May 3, 2024. Filed Mar 22, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 3, 2024 · Filed Mar 22, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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Dear Shareholder:
You are cordially invited to attend the 2024 annual meeting of the shareholders of The GEO Group, Inc. We will hold the meeting virtually, conducted via live audio webcast atwww.virtualshareholdermeeting.com/GEO2024 on Friday, May 3, 2024, at 10:00 A.M. (EDT).
This year we are furnishing proxy materials to our shareholders primarily on the Internet rather than mailing paper copies of the materials to each shareholder. As a result, most of you will receive a Notice of Internet Availability of Proxy Materials instead of paper copies of this proxy statement and our annual report. The notice contains instructions on how to access the proxy statement and the annual report over the Internet, as well as instructions on how to request a paper copy of our proxy materials. This process significantly lowers the costs of printing and distributing our proxy materials. On or about March 22, 2024, we mailed to shareholders a Notice of Internet Availability of Proxy Materials.
Your vote is very important to us. Whether or not you plan to attend the meeting virtually, your shares should be represented and voted. After reading the enclosed proxy statement, please vote your shares as soon as possible. Shareholders may vote via the Internet atwww.virtualshareholdermeeting.com/GEO2024, by telephone, or by completing and returning a proxy card. Submitting a vote before the annual meeting will not preclude you from voting virtually at the meeting should you decide to attend. If you wish to participate in the meeting, please refer to pages 74 for additional guidelines.
Sincerely,
George C. Zoley
Executive Chairman
TABLE OF CONTENTS
| Page | |
|---|---|
| Notice of Annual Meeting of Shareholders on May 3, 2024 | i |
| PROXY STATEMENT | 1 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 3 |
| EXECUTIVE OFFICERS OF GEO | 7 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 10 |
| THE BOARD OF DIRECTORS, ITS COMMITTEES AND OTHER CORPORATE GOVERNANCE INFORMATION | 11 |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS | 22 |
| EXECUTIVE COMPENSATION | 24 |
| COMPENSATION DISCUSSION & ANALYSIS | 24 |
| SUMMARY COMPENSATION TABLE | 39 |
| CERTAIN MATERIAL EXECUTIVE COMPENSATION AGREEMENTS AND ARRANGEMENTS | 41 |
| GRANTS OF PLAN-BASED AWARDS | 45 |
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | 46 |
| OPTION EXERCISES AND STOCK VESTED | 46 |
| PENSION BENEFITS | 47 |
| POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 47 |
| PAY RATIO | 48 |
| PAY VERSUS PERFORMANCE | 50 |
| DIRECTOR COMPENSATION | 55 |
| COMPENSATION COMMITTEE REPORT | 57 |
| AUDIT AND FINANCE COMMITTEE REPORT | 58 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 58 |
| DELINQUENT SECTION 16(a) REPORTS | 59 |
| PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS | 59 |
| PROPOSAL 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 59 |
| PROPOSAL 4: APPROVAL OF THE ADOPTION OF THE GEO GROUP, INC. AMENDED AND RESTATED 2018 STOCK INCENTIVE PLAN | 60 |
| PROPOSAL 5: APPROVAL OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE GEO GROUP, INC. | 69 |
| PROPOSAL 6 SHAREHOLDER PROPOSAL REGARDING A THIRD-PARTY RACIAL EQUITY AUDIT AND REPORT, IF PROPERLY PRESENTED BEFORE THE MEETING | 72 |
| SHAREHOLDER PROPOSAL AND NOMINATIONS DEADLINE | 74 |
| VIRTUAL ANNUAL SHAREHOLDERS MEETING GUIDELINES | 74 |
| HOUSEHOLDING | 76 |
| OTHER MATTERS | 76 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.