UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Amended Bylaws
On February 9, 2024, the Board having received the recommendation of the Nominating and Corporate Governance Committee, approved a decrease to the number of directors which constitute the whole Board from nine directors to eight directors so that there is no longer a vacancy on the Board. The effect of the approval is an amendment to Article V, Section 1 of the Company’s Third Amended and Restated Bylaws.
Excerpts from the resolutions adopted by the Board to amend the Company’s Third Amended and Restated Bylaws is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Section 9 Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | Amendment to the Third Amended and Restated Bylaws of The GEO Group, Inc., effective February 9, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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. | ||||||
| February 15, 2024 | By: | /s/ Shayn P. March | ||||
| Date | Shayn P. March | |||||
| Acting Chief Financial Officer, Executive Vice President, Finance and Treasurer | ||||||
| (Principal Financial Officer) | ||||||
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EXHIBIT 3.1
EXCERPT FROM THE RESOLUTIONS ADOPTED BY
THE BOARD OF DIRECTORS
OF
THE GEO GROUP, INC.
Adopted on February 9, 2024 and constituting an Amendment to Article V, Section 1 of the Third Amended and Restated Bylaws
WHEREAS, GEO’s Third Amended and Restated Bylaws, as amended, authorize the Board to designate the number of directors on the Board from time to time at a number not less than three or more than 19, and to fill such vacancies as they occur; and
WHEREAS, the Board has reviewed the recommendation of the Nominating and Corporate Governance Committee (the “Committee”) to reduce the number of directors of the Board from nine to eight so that there is no longer a vacancy on the Board; and
NOW, THEREFORE, BE IT RESOLVED, that, upon the recommendation of the Committee the Board hereby reduces the number of directors of the Board from nine to eight.
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