8-K
GEO GROUP INC false 0000923796 0000923796 2020-05-19 2020-05-19

 

 

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): May 19, 2020

 

THE GEO GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

 

Florida

 

1-14260

 

65-0043078

(State or Other Jurisdiction

of Incorporation)

 

(Commission File Number)

 

(IRS Employer

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-(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 Symbol

 

Name of each exchange

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”) 2020 Annual Meeting of Shareholders was held on May 19, 2020. The following matters were voted on at the meeting: (1) the election of eight 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 2020 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 2020 Annual Meeting of Shareholders, pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, and (4) a shareholder proposal regarding an annual Lobbying 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
Withheld

 

Broker Non-Votes

Anne N. Foreman

 

88,791,492

 

  2,051,463

 

16,990,521

Richard H. Glanton

 

85,366,579

 

  5,476,376

 

16,990,521

Jose Gordo

 

90,372,505

 

     470,450

 

16,990,521

Scott M. Kernan

 

85,028,181

 

  5,814,774

 

16,990,521

Guido Van Hauwermeiren

 

90,451,811

 

     391,144

 

16,990,521

Christopher C. Wheeler

 

90,310,338

 

     532,617

 

16,990,521

Julie Myers Wood

 

78,636,721

 

12,206,234

 

16,990,521

George C. Zoley

 

86,150,828

 

  4,692,127

 

16,990,521

2.    The appointment of Grant Thornton LLP as GEO’s independent registered public accountants for the 2020 fiscal year was ratified by the shareholders, by the votes set forth in the table below:

For:

   

106,609,523

 

Against:

   

1,023,912

 

Abstain:

   

200,041

 

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:

   

88,619,618

 

Against:

   

1,964,251

 

Abstain:

   

259,086

 

Broker Non-Votes:

   

16,990,521

 


4.    The shareholders did not approve the shareholder proposal regarding the preparation of an annual Lobbying Report, by the votes set forth in the table below:

For:

   

38,266,664

 

Against:

   

51,722,377

 

Abstain:

   

853,914

 

Broker Non-Votes:

   

16,990,521

 


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 20, 2020

 

 

By:

 

/s/ Brian R. Evans

Date

 

 

 

Brian R. Evans

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

v3.20.1
Document and Entity Information
May 19, 2020
Cover [Abstract]  
Entity Registrant Name GEO GROUP INC
Amendment Flag false
Entity Central Index Key 0000923796
Document Type 8-K
Document Period End Date May 19, 2020
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