Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 21, 2022, the Board of Directors (the "Board") of The GEO Group, Inc.
(the "Company" or "GEO"), having received the recommendation of the Nominating
and Corporate Governance Committee, approved the expansion of the size of the
Board from nine to ten members and appointed Dr. Thomas C. Bartzokis to the
Board effective January 21, 2022. Dr. Bartzokis will serve as a director of GEO
for a term expiring at the 2022 Annual Meeting of Shareholders, at which time
his continued service on the Board of Directors will be subject to renomination
and shareholder approval. The appointment of Dr. Bartzokis was not pursuant to
any arrangement or understanding between him and any other person. Dr. Bartzokis
has also been appointed as a member of the Corporate Planning Committee, the
Independent Committee and the Criminal Justice Rehabilitation and Human Rights
Committee.
Dr. Bartzokis has over 30 years' experience in the medical field, specializing
in cardiology. Dr. Bartzokis has served as Managing Member of Bartzokis,
Rubenstein & Servoss, MD, PL, a cardiology medical practice, since 2011. Prior
to that, Dr. Bartzokis served as a member of other medical practices from
1993-2011. Dr. Bartzokis received a Bachelor of Arts degree from Harvard
University and a Medical Degree from Harvard Medical School. Dr. Bartzokis did
his residency training at New England Deaconess Hospital and his post-graduate
training at Stanford University Medical Center.
Dr. Bartzokis will be compensated in accordance with the Company's previously
disclosed compensation programs for directors who are not employees as described
in the Proxy Statement on Schedule 14A for the Company's 2021 Annual Meeting of
Shareholders and as may be amended in the future.
There are no related party transactions between the Company and Dr. Bartzokis as
described in Item 404(a) of Regulation S-K.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Amended Bylaws
On January 21, 2022, the Board having received the recommendation of the
Nominating and Corporate Governance Committee, approved an increase to the
number of directors which constitute the whole Board from nine directors to ten
directors. 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.
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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 January 21, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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