Independent
Tenure on this board
4.4 yrs
7 nominees · 3 ballot items.
Elect seven directors; ratify appointment of Grant Thornton LLP as independent registered public accountants for 2026; advisory vote to approve named executive officer compensation.
Elect seven directors (Thomas C. Bartzokis, Jack Brewer, Donna Arduin Kauranen, Scott M. Kernan, Lindsay L. Koren, Julie Myers Wood, and George C. Zoley) to serve one-year terms.
Ratify the appointment of Grant Thornton LLP as GEO’s independent registered public accountants for fiscal year 2026.
This management proposal requests shareholder ratification of the appointment of Grant Thornton LLP as GEO’s independent registered public accounting firm for the 2026 fiscal year. Management and the Audit and Finance Committee have selected Grant Thornton and are asking shareholders to ratify that appointment—standard practice to provide shareholder input on auditor selection and to demonstrate oversight by the Audit Committee. The filing explains that the committee retains authority to appoint a different auditor regardless of the vote, and that failure to ratify would prompt reconsideration but not necessarily termination; these are common disclaimers that preserve the Audit Committee’s discretion. The Audit and Finance Committee reports its review of Grant Thornton’s fees, services, and independence and concluded the non-audit services provided are compatible with Grant Thornton’s independence. The board recommends a vote “FOR” the proposal because ratification supports the Audit Committee’s judgment regarding auditor independence and audit quality, and because the firm has been engaged historically for audit and related services.
Non-binding advisory vote to approve the compensation of GEO’s named executive officers as disclosed in the proxy statement (‘‘say-on-pay’’).
This management proposal requests a non-binding, advisory approval from shareholders of the company’s executive compensation as disclosed in the proxy statement. Management seeks affirmation of its compensation policies and practices for named executive officers, which include performance-based and time-based equity awards, annual cash incentives tied to revenue and Adjusted EBITDA, and governance measures such as clawbacks and stock ownership guidelines. The board recommends a “FOR” vote; the Compensation Committee will consider the voting results when making future compensation decisions but is not bound by the vote. The proposal is standard say-on-pay practice and provides shareholders with a mechanism to express approval or concern about pay programs, influencing but not dictating compensation governance.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.7% | 14,242,433 | $239M |
| 2 | Pentwater Capital Management LPActivist | 7.2% | 9,565,000 | $161M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.6% | 7,452,438 | $125M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 5,763,274 | $97M |
| 5 | CONTINENTAL GENERAL INSURANCE CO | 4.3% | 5,709,302 | $96M |
| 6 | COOPER CREEK PARTNERS MANAGEMENT LLC | 4.0% | 5,314,006 | $89M |
| 7 | STATE STREET CORP | 3.7% | 4,903,712 | $82M |
| 8 | UBS Group AG | 3.5% | 4,702,245 | $79M |
| 9 | UBS Group AG | 3.4% | 4,556,228 | $77M |
| 10 | Turiya Advisors Asia Ltd | 3.4% | 4,546,880 | $76M |
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