The GEO Group (GEO) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 29, 2025, with shareholders able to vote online, by phone, or by mail.

• Shareholders will vote on the election of seven directors, ratification of the independent auditor, and an advisory vote on executive compensation.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

• Only shareholders of record as of March 3, 2025, are entitled to vote.

Voting matters and shareholder proposals

• Proposals include electing seven directors, ratifying Grant Thornton LLP as independent auditor for 2025, and an advisory vote on executive compensation.

• Shareholders may submit proposals for the 2026 meeting between December 30, 2025, and January 29, 2026.

• Proxy access allows shareholders owning at least 3% of shares for three years to nominate up to 20% of the board.

Board of directors and corporate governance

• Seven directors are nominated, including six independents and the Executive Chairman; one director resigned effective after the meeting.

• The board has a majority of independent directors and held nine meetings in 2024, with all directors attending at least 75% of meetings.

• Twelve standing committees oversee areas such as audit, compensation, governance, cybersecurity, human rights, and health services.

• The roles of CEO and Chairman are separated, with a lead independent director appointed.

• Annual board and committee self-assessments are conducted.