UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 1, 2010
THE GEO GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Florida
(State or Other Jurisdiction of Incorporation)
| 1-14260 | 65-0043078 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 621 NW 53rd Street, Suite 700, Boca Raton, Florida | 33487 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(561) 893-0101
(Registrant’s Telephone Number, Including Area Code)
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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective February 1, 2010, the Board Of Directors of The GEO Group, Inc. (the “Company”) appointed Mr.
Christopher C. Wheeler to the Board of Directors of the Company. Mr. Wheeler was appointed to the
Audit and Finance Committee, the Nominating and Corporate Governance Committee and the Compensation
Committee. Mr. Wheeler will be paid fees consistent with the fees to be received by the existing
independent directors for service as members of the Board of Directors of the Company.
Mr. Wheeler recently retired as a partner of the firm Proskauer Rose LLP after nearly 20 years as a
member of the Corporate Department. Mr. Wheeler has extensive experience in real estate and
corporate law, institutional lending, administrative law and industrial revenue bond financing.
Mr. Wheeler has acted as counsel for developers, institutional and large property holders in
connection with the purchase, sale, refinancing and operation of real estate properties.
| Item 9.01. | Financial Statements and Exhibits. |
| d) | Exhibits. |
| Exhibit No. | Description | |||
| 99.1 | Press Release of The GEO Group, Inc., dated February 4, 2010. |
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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. |
||||
| Date: February 4, 2010 | By: | /s/ Brian R. Evans | ||
| Brian R. Evans | ||||
| Senior Vice President and Chief Financial Officer (Principal Financial Officer) | ||||
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EXHIBIT INDEX
| Exhibit No. | Description | |||
| 99.1 | Press Release of The GEO Group, Inc., dated February 4, 2010. |
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Exhibit 99.1
THE GEO GROUP ANNOUNCES THE APPOINTMENT OF
CHRISTOPHER C. WHEELER TO ITS BOARD OF DIRECTORS
CHRISTOPHER C. WHEELER TO ITS BOARD OF DIRECTORS
Boca Raton, Fla. — February 4, 2010 — The GEO Group (NYSE:GEO) (“GEO”) announced today the
appointment of Christopher C. Wheeler to GEO’s Board of Directors effective February 1, 2010. Mr.
Wheeler recently retired from Proskauer Rose LLP, where he served as a member of the Corporate
Department and a partner in the firm’s Florida office for nearly 20 years. Mr. Wheeler has had
extensive experience in real estate and corporate law, institutional lending, administrative law
and industrial revenue bond financing. He has acted as counsel for developers, institutions and
large property holders in connection with the purchase, sale, refinancing or operation of real
estate properties.
Mr. Wheeler is a graduate of Hamilton College and Cornell Law School and was a member of the
managing Board of Editors of the Cornell Law Review. Active in professional, charitable and
philanthropic matters and community affairs, Mr. Wheeler presently serves on the Board of Trustees
of the Boca Raton Community Hospital and the Board of Trustees of the Boca Raton Community Hospital
Foundation and is a former member of the Board of Directors of Pine Crest Preparatory School, the
Board of Directors of Ronald McDonald House Charities of South Florida, and the Board of Directors
of the Florida Atlantic University Foundation. Mr. Wheeler also served as a member of the Grievance
Committee for the Fifteenth Judicial Circuit of Florida.
George C. Zoley, Chairman of the Board and Chief Executive Officer of GEO said: “We are fortunate
to have Christopher Wheeler join our Board of Directors. Mr. Wheeler brings extensive experience
and unique leadership qualities to our company. We welcome Mr. Wheeler to our Board and look
forward to continuing our efforts to enhance shareholder value.”
The GEO Group, Inc. (“GEO”) is a world leader in the delivery of correctional, detention, and
residential treatment services to federal, state, and local government agencies around the globe.
GEO offers a turnkey approach that includes design, construction, financing, and operations. GEO
represents government clients in the United States, Australia, South Africa, and the United
Kingdom. GEO’s worldwide operations include the management and/or ownership of 62 correctional and
residential treatment facilities with a total design capacity of approximately 60,000 beds,
including projects under development.
This press release contains forward-looking statements regarding future events and future
performance of GEO that involve risks and uncertainties that could materially affect actual
results, including statements regarding estimated earnings, revenues and costs and our ability to
maintain growth and strengthen contract relationships. Factors that could cause actual results to
vary from current expectations and forward-looking statements contained in this press release
include, but are not limited to: (1) GEO’s ability to successfully pursue further growth and
continue to enhance shareholder value; (2) GEO’s ability to access the capital markets in the
future on satisfactory terms or at all; (3) risks associated with GEO’s ability to control
operating costs associated with contract start-ups; (4) GEO’s ability to timely open facilities as
planned, profitably manage such facilities and successfully integrate such facilities into GEO’s
operations without substantial costs; (5) GEO’s ability to win management contracts for which it
has submitted proposals and to retain existing management contracts; (6) GEO’s ability to obtain
future financing on acceptable terms; (7) GEO’s ability to sustain company-wide occupancy rates at
its facilities; and (8) other factors contained in GEO’s Securities and Exchange Commission
filings, including the forms 10-K, 10-Q and 8-K reports.
-End-