Washington, D.C. 20549




(Rule 14a-101)



Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934



Filed by the Registrant  ☒                            Filed by a party other than the Registrant  ☐

Check the appropriate box:


Preliminary Proxy Statement


Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


Definitive Proxy Statement


Definitive Additional Materials


Soliciting Material Pursuant to §240.14a-12


(Name of Registrant as Specified in its Charter)

Not applicable.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


  No fee required.
  Fee paid previously with preliminary materials.
  Fee computed on table in exhibit required by Item 25 (b) per Exchange Act Rules 14a-6 (i) (1) and D-11.





Your Vote Counts! THE GEO GROUP, INC. 2023 Annual Meeting Vote by April 27, 2023 11:59 PM EDT The GEO grpou Inc. THE GEO GROUP, INC. 4955 TECHNOLOGY WAY BOCA RATON, FLORIDA 33431 D97093-P88221 You invested in THE GEO GROUP, INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on April 28, 2023. Get informed before you vote View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to April 14, 2023. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit, (2) call 1-800-579-1639 or (3) send an email to If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. For complete information and to vote, visit Control # Smartphone users Point your camera here and vote without entering a control number Vote Virtually at the Meeting* April 28, 2023 10:00 AM EDT Virtually at: *Please check the meeting materials for any special requirements for meeting attendance. V1.1


Vote at THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. Board Voting Items Recommends 1. Election of Directors Nominees: 01) Thomas C. Bartzokis 04) Scott M. Kernan 07) Andrew N. Shapiro For 02) Jack Brewer 05) Lindsay L. Koren 08) Julie Myers Wood 03) Jose Gordo 06) Terry Mayotte 09) George C. Zoley 2. To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accountants for the For 2023 fiscal year. 3. To hold an advisory vote to approve named executive officer compensation. For 4. To hold an advisory vote on the frequency of the advisory vote on executive compensation. 1 Year 5. To vote on a shareholder proposal regarding a third-party racial equity audit and report, if properly presented before Against the meeting. Prefer to receive an email instead? While voting on, be sure to click “Sign up for E-delivery”. D97094-P88221