---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-135986"
form_type: "8-K"
ticker: "GEO"
cik: "0000923796"
company_name: "GEO GROUP INC"
filed_at: "2023-05-04T23:59:59+00:00"
generated_at: "2026-06-15T23:52:49.944467+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# GEO Group 2023 annual meeting elects all nine directors; shareholder proposal on racial equity audit fails

## Summary
- All nine director nominees elected; Terry Mayotte received 56.6M for vs 17.2M against (largest opposition).
- Grant Thornton ratified as independent auditor for FY2023 with 90.3M votes for, 0.4M against.
- Non-binding say-on-pay approved (52.9M for, 21.0M against); annual frequency determined for future votes.
- Shareholder proposal on racial equity audit defeated (29.6M for, 43.9M against).

## SEC filing metadata
- accession: 0001193125-23-135986
- form_type: 8-K
- ticker: GEO
- cik: 0000923796
- company_name: GEO GROUP INC
- filed_at: 2023-05-04T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/923796/000119312523135986/0001193125-23-135986-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/923796/000119312523135986/d298472d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-135986
- JSON: https://secwatch.observer/filing/0001193125-23-135986.json
- Plain text: https://secwatch.observer/filing/0001193125-23-135986.txt

## Key facts
- Shareholder Votes
  GEO GROUP INC shareholders approved Advisory vote on frequency of say-on-pay votes at the 2023-04-28 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-04-28
  source text: The shareholders voted, in a non-binding advisory vote, on the frequency of the advisory vote on executive compensation, by the votes set forth in the table below:
  evidence_url: https://www.sec.gov/Archives/edgar/data/923796/000119312523135986/0001193125-23-135986-index.htm
- Shareholder Votes
  GEO GROUP INC shareholders approved Advisory vote to approve named executive officer compensation at the 2023-04-28 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-04-28
  source text: The shareholders approved, in a non-binding advisory vote, the compensation of GEO’s named executive officers, by the votes set forth in the table below:
  evidence_url: https://www.sec.gov/Archives/edgar/data/923796/000119312523135986/0001193125-23-135986-index.htm
- Shareholder Votes
  GEO GROUP INC shareholders rejected Shareholder proposal regarding a third-party racial equity audit and report at the 2023-04-28 meeting.
  - Outcome: failed
  - Meeting: 2023-04-28
  source text: The shareholders did not approve the shareholder proposal regarding a third-party racial equity audit and report, by the votes set forth in the table below:
  evidence_url: https://www.sec.gov/Archives/edgar/data/923796/000119312523135986/0001193125-23-135986-index.htm
- Shareholder Votes
  GEO GROUP INC shareholders approved Ratification of the appointment of Grant Thornton LLP as independent registered public accountants for 2023 at the 2023-04-28 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-04-28
  source text: The appointment of Grant Thornton LLP as GEO’s independent registered public accountants for the 2023 fiscal year was ratified by the shareholders, by the votes set forth in the table below:
  evidence_url: https://www.sec.gov/Archives/edgar/data/923796/000119312523135986/0001193125-23-135986-index.htm
- Shareholder Votes
  GEO GROUP INC shareholders approved Election of nine directors for a term of one year at the 2023-04-28 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-04-28
  source text: All of the Board’s director nominees were elected for a term of one year and until their successors are duly elected and qualified, by the votes set forth in the table below:
  evidence_url: https://www.sec.gov/Archives/edgar/data/923796/000119312523135986/0001193125-23-135986-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.