8-K

THE GEO GROUP, INC.

May 4, 2026

/s/ Scott A. Schipma

Scott A. Schipma

Senior Vice President, General Counsel and Corporate Secretary

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