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. |
On June 12, 2024, the Board of Directors (the “Board”) of The GEO Group, Inc. (“GEO” or the “Company”), having received the recommendation of the Nominating and Corporate Governance Committee, approved the expansion of the size of the Board from eight to nine members.
Also effective June 12, 2024, the Board appointed Ms. Donna Arduin Kauranen to serve as a director on the Board of GEO for a term expiring at the 2025 annual meeting of shareholders, at which time her continued service on the Board will be subject to renomination and shareholder approval, and to serve in such capacity until a successor has been duly elected and qualified or until her earlier resignation, removal or death. The appointment of Ms. Kauranen was not pursuant to any arrangement or understanding between her and any other person. The Board also appointed Ms. Kauranen as a member of the Audit and Finance Committee, the Nominating and Corporate Governance Committee, the Corporate Planning Committee, the Executive Committee and the Independent Committee.
Ms. Kauranen is an accomplished senior executive with over 30 years’ experience. Ms. Kauranen has served as the President of Arduin, Laffer & Moore Econometrics LLC, a consulting firm, since 2005. Ms. Kauranen has also served as Policy Advisor for the Alaska Legislature since 2023. She has previously advised several state governments on transition, finance and budgetary matters, including Florida, California, Illinois and Montana, most recently advising the Montana Governor-elect Transition in 2020 and the Alaska OMB Director in 2019. Ms. Kauranen received a Bachelor of Arts in Economics, Public Policy from Duke University.
Ms. Kauranen will be compensated in accordance with the Company’s previously disclosed compensation program for directors who are not employees as described under the heading “Director Compensation” in the Proxy Statement on Schedule 14A for the Company’s 2024 Annual Meeting of Shareholders filed on March 22, 2024, and as may be amended in the future.
There are no related party transactions between the Company and Ms. Kauranen 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 June 12, 2024, 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 eight to nine members. The effect of the approval is an amendment to Article V, Section 1 of the Company’s Third Amended and Restated Bylaws effective on June 12, 2024.
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.
