The GEO Group (GEO) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on April 28, 2026, with shareholders able to vote online, by phone, or by mail.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

• Shareholders will vote on the election of seven directors, ratification of the independent auditor, and an advisory say-on-pay vote.

• Only shareholders of record as of March 3, 2026, are entitled to vote.

Voting matters and shareholder proposals

• Proposals include electing seven directors, ratifying Grant Thornton LLP as independent auditor for 2026, and an advisory vote on executive compensation.

• Shareholder proposals for the 2027 meeting must be submitted between December 29, 2026, and January 28, 2027.

• Proxy access allows shareholders owning at least 3% of shares for three years to nominate up to 20% of the board.

Board of directors and corporate governance

• The board consists of seven members, six of whom are independent; all are standing for re-election.

• The board held six meetings in 2025, with all directors attending at least 75% of meetings.

• Twelve standing committees oversee areas such as audit, compensation, governance, cybersecurity, human rights, and health services.

• The roles of CEO and Chairman are combined, with a Lead Independent Director providing additional oversight.

• Annual board and committee self-assessments are conducted, and directors are encouraged to attend the annual meeting.