UNITED STATES
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

Date of report (Date of earliest event reported): August 26, 2010

THE GEO GROUP, INC.

 

(Exact Name of Registrant as Specified in 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))

 

 

Section 5 — Corporate Governance and Management

     Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b)

On August 26, 2010, The GEO Group, Inc. (“GEO”) announced that Wayne H. Calabrese, GEO’s Vice Chairman, President and Chief Operating Officer, will retire effective December 31, 2010. Mr. Calabrese’s business development and oversight responsibilities will be reassigned throughout GEO’s senior management team and existing corporate structure. Following his retirement, Mr. Calabrese will continue to work with GEO in a consulting capacity pursuant to a Consulting Agreement with GEO, dated as of August 26, 2010 (the “Consulting Agreement”).

Under the terms of the Consulting Agreement, which begins on January 3, 2011, Mr. Calabrese will provide assistance to GEO and its subsidiaries involving business development, contract administration assistance with respect to existing contracts and contract administration assistance with respect to new contracts for a monthly consulting fee. Mr. Calabrese may receive additional monthly consulting fees for his services on designated projects as agreed upon by GEO and Mr. Calabrese. The Consulting Agreement has an initial term of one year which may be renewed as agreed upon by GEO and Mr. Calabrese. The Consulting Agreement also contains customary provisions related to non-competition, work product and confidentiality.

Mr. Calabrese will be entitled to receive his retirement payment of $2,826,000 under the terms of his existing retirement agreement. Pursuant to the terms of Mr. Calabrese’s retirement agreement, GEO will make any applicable tax gross-up payments related to the retirement payment.

GEO has also agreed to repurchase from Mr. Calabrese on September 1, 2010, approximately 380,000 shares of GEO common stock held by Mr. Calabrese at the closing price of GEO common stock as reported on the New York Stock Exchange on September 1, 2010.

A copy of the press release announcing Mr. Calabrese’s retirement as GEO’s Vice Chairman, President and Chief Operating Officer and a copy of Mr. Calabrese’s retirement letter are incorporated herein by reference and attached hereto as Exhibits 99.1 and 99.2, respectively.

     Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.				Description
	99.1			Press release, dated August 26, 2010, announcing the retirement of Vice Chairman, President and Chief Operating Officer, Wayne H. Calabrese.
	99.2			Mr. Calabrese’s retirement letter, dated August 26, 2010.

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.

EXHIBIT INDEX

Exhibit No.				Description
	99.1			Press release, dated August 26, 2010, announcing the retirement of Vice Chairman, President and Chief Operating Officer, Wayne H. Calabrese.
	99.2			Mr. Calabrese’s retirement letter, dated August 26, 2010.

Exhibit 99.1

NEWS RELEASE

One Park Place, Suite 700 n 621 Northwest 53^rd Street n Boca Raton, Florida 33487 n www.thegeogroupinc.com

CR-10-30

THE GEO GROUP ANNOUNCES RETIREMENT OF PRESIDENT
AND CHIEF OPERATING OFFICER, WAYNE H. CALABRESE

Boca Raton, Fla. — August 26, 2010 — The GEO Group (NYSE:GEO) (“GEO”) announced today that Wayne H. Calabrese, GEO’s Vice Chairman, President and Chief Operating Officer will retire effective December 31, 2010 after more than 21 years of service with GEO. Mr. Calabrese, who will turn 60 years old in November 2010, joined GEO as Vice President of Business Development in 1989 and has served in a range of increasingly senior operating and business development positions since that time. Prior to joining GEO, Mr. Calabrese was a partner in the Akron, Ohio law firm of Calabrese, Dobbins and Kepple.

Mr. Calabrese’s business development and oversight responsibilities will be reassigned throughout GEO’s senior management team and existing corporate structure, and Mr. Calabrese will continue to provide assistance to GEO pursuant to the terms of a consulting agreement beginning January 3, 2011.

In announcing his retirement, Mr. Calabrese said, “Our merger with Cornell Companies has now closed, and we have a new generation of talented and focused leaders who are eager to meet the challenges of assimilating our newly acquired facilities and growing our business in the coming months and years. Working for GEO has been the honor of a lifetime. Under the leadership of our Chairman and CEO, George Zoley, we have built a company and a corporate culture that I am confident will stand the test of time.”

George C. Zoley, Chairman of the Board and Chief Executive Officer of GEO said, “We have been very fortunate to have counted Wayne Calabrese as a member of our senior management team for over 21 years. His contributions to our company and his professionalism, dedication, and knowledge have been unmatched. Mr. Calabrese has decided to retire at the end of this year but will continue to provide assistance to GEO on a consulting basis. His day-to-day responsibilities will be reassigned throughout our senior management team and existing corporate structure, which is comprised of our three business units of U.S. Corrections, GEO Care and International Services.”

The GEO Group 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 approximately 81,000 beds at 119 correctional, detention and residential treatment facilities, including projects under development.

—More—

Contact:  Pablo E. Paez		1-866-301-4436
Director, Corporate Relations

NEWS RELEASE

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-

Contact:  Pablo E. Paez		1-866-301-4436
Director, Corporate Relations

Exhibit 99.2

August 26, 2010
George C. Zoley, Chairman, Founder & CEO The GEO Group, Inc. One Park Place, Suite 700 621 Northwest 53rd Street Boca Raton, FL 33487		Corporate Headquarters One Park Place, Suite 700 621 Northwest 53rd Street Boca Raton, Florida 33487 tel: 561 999 7305 fax: 561 999 7732
Hand-Delivered		www.geogroup.com wcalabrese@geogroup.com

Dear George:

After much consideration, I have decided to retire from employment with The GEO Group at the end of this calendar year. Effective December 31, 2010, and pursuant to the terms of my Second Amended and Restated Executive Employment Agreement and my Amended Executive Retirement Agreement, I will retire from all offices I may then currently hold, including the offices of President and Chief Operating Officer of The GEO Group, and from all Boards on which I may then currently serve, including The GEO Group’s Board of Directors, and from any and all other boards and offices of subsidiaries and overseas joint venture companies.

When you called me in 1988 and asked if I would fly down to Miami to talk about possible employment, I never could have imagined how important that conversation would prove to be for me and my family. It has been an honor and privilege to work with you over the past 21 years as you have led our company to ever-greater successes and growth.

I am looking forward to spending more time with my family, pursuing many of the interests that have occupied my “hobby time” over the past several years, catching up on my leisure reading, and taking some long-deferred trips with Rhonda to places we have long planned to visit.

I am forever grateful for the opportunity to work with you and our Board members and will never forget the rewarding relationships I have formed with our colleagues and clients. I wish you and the company every success as you continue your vision and leadership over the coming years, and look forward to contributing to that success in whatever way I can in my future capacity as a consultant to the company.

Sincerely,

Cc   Members of The GEO Group, Inc. Board of Directors