GEO GROUP INC
For the period ended Apr 29, 2025. Filed Mar 20, 2025.
View on SEC.govAbout this filing
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.
Apr 29, 2025 · Filed Mar 20, 2025
Contents
OTHER MATTERS
The Board of Directors knows of no other matters to come before the shareholders’ meeting.
By Order of the Board of Directors,
Joe Negron
Senior Vice President, Legal Services, General Counsel and Corporate Secretary
A copy of GEO’s 2024 annual report, proxy statement or Annual Report on Form 10-K for the fiscal year ended December 31, 2024, including the financial statements and the schedules thereto, but excluding exhibits thereto, which has been filed with the SEC, will be made available without charge to interested shareholders upon written request to Director, Corporate Relations, The GEO Group, Inc., 4955 Technology Way, Boca Raton, Florida 33431.
APPENDIX A
Reconciliation of Non-GAAP Financial Measures
GEO reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”). However, management believes that certain non-GAAP financial measures provide investors with additional meaningful financial information that should be considered when assessing our underlying business performance and trends. Management also uses these non-GAAP financial measures in making financial, operating, compensation and planning decisions and in evaluating the Company’s performance. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported results prepared in accordance with GAAP.
| Adjusted EBITDA (in thousands) | Year EndedDecember 31, 2024 |
|---|---|
| Net income | $31,896 |
| Add: | |
| Income tax provision * | 10,203 |
| Interest expense, net of interest income ** | 268,474 |
| Depreciation and amortization | 126,220 |
| EBITDA | 436,793 |
| Add (Subtract): | |
| Loss on asset divestitures, pre-tax | 2,907 |
| Net loss attributable to noncontrolling interests | 70 |
| Stock based compensation, pre-tax | 18,107 |
| Litigation costs and settlements, pre-tax | — |
| Employee restructuring expenses, pre-tax | 2,060 |
| Start-up expenses, pre-tax | 507 |
| ATM equity program expenses, pre-tax | 264 |
| Close-out expenses, pre-tax | 2,345 |
| Transaction fees, pre-tax | 3,632 |
| Other non-cash revenue & expenses, pre-tax | (3,196) |
| Adjusted EBITDA | $463,489 |
| Adjusted Net Income (in thousands) | |
| Net income attributable to GEO | $31,966 |
| Add (Subtract): | |
| Loss on asset divestitures, pre-tax | 2,907 |
| Loss on extinguishment of debt, pre-tax | 86,637 |
| Employee restructuring expenses, pre-tax | 2,060 |
| Start-up expenses, pre-tax | 507 |
| ATM equity program expenses, pre-tax | 264 |
| Close-out expenses, pre-tax | 2,345 |
| Transaction fees, pre-tax | 3,632 |
| Discrete tax benefit | (4,611) |
| Tax effect of adjustment to net income attributable to GEO | (24,733) |
| Adjusted Net Income | $100,974 |
| Adjusted Revenue (in thousands) | |
| Revenue | $2,423,700 |
| Add: | |
| Tacoma Voluntary Work Program | 1,900 |
| Karnes Contract | 700 |
| Adjusted Revenue | $2,426,300 |
| * | includes income tax provision on equity in earnings of affiliates |
|---|
| ** | includes loss on extinguishment of debt |
|---|
THE GEO GROUP, INC. 4955 TECHNOLOGY WAY BOCA RATON, FLORIDA 33431 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on April 28, 2025 for shares held directly or by a broker or nominee or 11:59 p.m. Eastern Time on April 24, 2025 for shares held in The GEO Group, Inc. 401(k) Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/GEO2025 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V61605-P26089 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY THE GEO GROUP, INC. The Board of Directors recommends you vote “FOR” the following: 1. Election of Directors Nominees: For Against Abstain 1a. Thomas C. Bartzokis 1b. Jack Brewer 1c. Donna Arduin Kauranen 1d. Scott M. Kernan 1e. Lindsay L. Koren 1f. Julie Myers Wood 1g. George C. Zoley The Board of Directors recommends you vote FOR proposals 2 and 3: For Against Abstain 2. To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accountants for the 2025 fiscal year. 3. Advisory vote to approve named executive officer compensation. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. V61606-P26089 THE GEO GROUP, INC. Annual Meeting of Shareholders April 29, 2025 10:00 AM This proxy is solicited by the Board of Directors The undersigned hereby appoints George C. Zoley and Joe Negron as Proxies, each with the power to appoint his substitute, and hereby authorizes each to represent and to vote, as designated on the reverse side, all the shares of Common Stock of The GEO Group, Inc. held of record by the undersigned at the close of business on March 3, 2025, at the Annual Meeting of Shareholders to be held virtually at www.virtualshareholdermeeting.com/GEO2025 at 10:00 A.M. (EDT), April 29, 2025 or at any adjournment thereof. This Voting Instruction Form also instructs MassMutual Financial Group as Trustee of The GEO Group, Inc. 401(k) Plan, to vote by Proxy at the virtual Annual Meeting of Shareholders, all the shares of Common Stock of The GEO Group, Inc. for which the undersigned shall be entitled to instruct in the manner appointed on the other side hereof. MassMutual Financial Group will vote the shares represented by this Voting Instruction Form that is properly completed, signed, and received by MassMutual Financial Group by 11:59 P.M. (EDT) on April 24, 2025. Please note that if this Voting Instruction Form is not properly completed and signed, or if it is not received by the Trustee as indicated above, shares allocated to a participant’s account will not be voted. MassMutual Financial Group will hold your voting instructions in complete confidence except as may be necessary to meet legal requirements. MassMutual Financial Group makes no recommendation regarding any voting instruction. This Proxy is solicited by the Board of Directors and will be voted in accordance with the instructions specified on the reverse side. If no instructions are specified, this Proxy will be voted FOR the election of the nominees and FOR Proposals 2 and 3. Continued and to be signed on reverse side
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