PROXY STATEMENT
THE GEO GROUP, INC.
4955 Technology Way
Boca Raton, Florida 33431
Telephone: (561)
893-0101
March 28, 2019
The GEO Group, Inc. (GEO, the Company,
we or us) is furnishing this proxy statement in connection with the solicitation of proxies by our board of directors (the Board) for use at the annual meeting of shareholders on May 7, 2019, at 10:00 A.M.,
Eastern Daylight Time. This years annual meeting will be a virtual meeting of shareholders, conducted via live audio webcast. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions
during the Annual Meeting via a live audio webcast by visiting
www.virtualshareholdermeeting.com/GEO2019.
Please note that the proxy card provides a means to withhold authority to vote for any individual director nominee. Also note that
the format of the proxy card provides an opportunity to specify your choice between approval, disapproval or abstention with respect to the proposals indicated on the proxy card. A proxy card which is properly executed, returned and not revoked will
be voted in accordance with the instructions indicated. A proxy voted by telephone or the Internet and not revoked will be voted in accordance with the shareholders instructions. If no instructions are given, proxies that are signed and
returned or voted by telephone or the Internet will be voted as follows:
FOR
the election of the nominated
directors for the ensuing year;
FOR
the proposal to ratify the appointment of Grant Thornton LLP as the
independent registered public accountants of GEO for the fiscal year 2019;
FOR
the advisory approval of
the resolution on named executive officer compensation; and
AGAINST
the shareholder proposal regarding an
annual Human Rights Report, if properly presented before the meeting.
Under New York Stock Exchange rules, brokerage firms have authority to
vote shares on routine matters for which their customers do not provide voting instructions. The ratification of the appointment of Grant Thornton LLP as our independent registered public accountants for 2019 is considered a routine matter. As a
result, if you hold your shares through a broker and do not direct the broker how to vote your shares on this routine matter, your broker may vote the shares on your behalf.
Under New York Stock Exchange rules, the election of directors, the advisory vote to approve named executive officer compensation and the shareholder proposal are not considered a routine matter. As a
result, if a brokerage firm does not receive voting instructions from the beneficial owner of shares held by the firm, those shares will not be voted and will be considered broker
non-votes
with respect to
those matters. A broker
non-vote
will have no effect on the election of directors, the advisory vote to approve named executive officer compensation and the shareholder proposal.
This proxy statement, the notice of annual meeting, the proxy card and our 2018 annual report will be mailed or made accessible via the Internet on or
about March 28, 2019.
Management is not aware of any other matters to be presented for action by shareholders at the annual meeting.
Holders of GEO common stock at the close of business on February 26, 2019, the record date, will be entitled to one vote for each share
of common stock outstanding in their name on the books of GEO at that date. On February 26, 2019, GEO had 120,727,325 shares of common stock outstanding.
The presence, in person or by proxy, of at least a majority of the total number of shares of common stock outstanding on the record date will constitute a quorum for purposes of the annual meeting. The
election of
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