Shareholders endorse GEO Group (NYSE: GEO) board, auditor and pay

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8-K Event Classification

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Key Terms

What did GEO (GEO) shareholders vote on at the 2026 Annual Meeting?

Did GEO (GEO) shareholders approve executive compensation in 2026?

Which auditing firm did GEO (GEO) shareholders ratify for fiscal 2026?

Were all GEO (GEO) director nominees elected at the 2026 meeting?

How many votes did GEO (GEO) shareholders cast against the say-on-pay proposal?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

The GEO Group, Inc. reported shareholder voting results from its 2026 Annual Meeting held on April 28, 2026. Shareholders elected seven directors for one-year terms, with each nominee receiving more votes for than against.

Shareholders ratified the appointment of Grant Thornton LLP as GEO’s independent registered public accountants for the 2026 fiscal year, with 105,876,959 votes for, 783,626 against, and 110,979 abstentions. In a non-binding advisory vote, shareholders approved compensation for GEO’s named executive officers, with 67,226,927 votes for, 26,715,413 against, 124,770 abstentions, and 12,704,454 broker non-votes.

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Auditor ratification 'For' votes: 105,876,959 votes Auditor ratification 'Against' votes: 783,626 votes Say-on-pay 'For' votes: 67,226,927 votes +3 more

6 metrics

Auditor ratification 'For' votes 105,876,959 votes Ratification of Grant Thornton LLP for fiscal 2026

Auditor ratification 'Against' votes 783,626 votes Ratification of Grant Thornton LLP for fiscal 2026

Say-on-pay 'For' votes 67,226,927 votes Advisory approval of named executive officer compensation

Say-on-pay 'Against' votes 26,715,413 votes Advisory approval of named executive officer compensation

Say-on-pay broker non-votes 12,704,454 votes Broker non-votes on executive compensation proposal

Highest director 'For' votes 93,401,803 votes Election of director Donna Arduin Kauranen

non-binding advisory vote, named executive officers, Compensation Discussion and Analysis, broker non-votes

4 terms

non-binding advisory vote regulatory

"the approval, in a non-binding advisory vote, of the compensation paid"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

named executive officers financial

"compensation paid to GEO’s named executive officers, as disclosed"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Compensation Discussion and Analysis financial

"including the Compensation Discussion and Analysis, compensation tables"

broker non-votes regulatory

"Broker Non-Votes: | | | 12,704,454"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Understanding 8-K Material Events →

05/04/2026 - 04:15 PM

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 28, 2026

THE GEO GROUP, INC.

(Exact Name of Registrant as Specified in its 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 Instruction 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
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”) 2026 Annual Meeting of Shareholders was held on April 28, 2026. The following matters were voted on at the Annual Meeting: (1) the election of seven 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 2026 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 2026 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.

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 Against		Abstentions		Broker Non-Votes
Thomas C. Bartzokis		93,380,529		629,438		57,143		12,704,454
Jack Brewer		73,801,028		20,200,389		65,693		12,704,454
Donna Arduin Kauranen		93,401,803		578,669		86,638		12,704,454
Scott M. Kernan		93,291,384		717,695		58,031		12,704,454
Lindsay L. Koren		93,199,735		788,652		78,723		12,704,454
Julie Myers Wood		89,794,018		4,212,934		60,158		12,704,454
George C. Zoley		92,434,807		1,538,534		93,769		12,704,454

2.	The appointment of Grant Thornton LLP as GEO’s independent registered public accountants for the 2026 fiscal year was ratified by the shareholders, by the votes set forth in the table below:


For:			105,876,959
Against:			783,626
Abstain:			110,979
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:			67,226,927
Against:			26,715,413
Abstain:			124,770
Broker Non-Votes:			12,704,454

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.

Source: View Original Filing on SEC EDGAR

Shareholders voted on electing seven directors, ratifying Grant Thornton LLP as 2026 independent auditors, and approving a non-binding advisory resolution on executive compensation, including the Compensation Discussion and Analysis and related tables for GEO’s named executive officers.

Yes. GEO shareholders approved the non-binding advisory vote on executive compensation with 67,226,927 votes for, 26,715,413 votes against, 124,770 abstentions, and 12,704,454 broker non-votes, supporting the pay program disclosed in the proxy statement for GEO’s named executive officers.

Shareholders ratified Grant Thornton LLP as GEO’s independent registered public accountants for the 2026 fiscal year, with 105,876,959 votes for, 783,626 votes against, and 110,979 abstentions, and no broker non-votes recorded on the auditor ratification proposal.

All seven GEO director nominees were elected. Each nominee, including George C. Zoley and Julie Myers Wood, received more votes for than against, with for-vote totals ranging from 73,801,028 shares to 93,401,803 shares, plus additional broker non-votes reported.

GEO shareholders cast 26,715,413 votes against the non-binding say-on-pay proposal, compared with 67,226,927 votes for and 124,770 abstentions. There were also 12,704,454 broker non-votes reported on this executive compensation advisory resolution.

THE GEO GROUP, INC.

May 4, 2026

/s/ Scott A. Schipma

Scott A. Schipma

Senior Vice President, General Counsel and Corporate Secretary

3 documents