THE GEO GROUP, INC. (NYSE:GEO) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April11, 2017, the Board of Directors (the Board) of The GEO
Group, Inc. (GEO or the Company) amended the Companys Amended and
Restated Bylaws, as amended (the Bylaws) to implement proxy
access and to clarify that the Company may determine that
shareholder and director meetings may be held solely by means of
remote communications.
As previously disclosed in advance of the 2016 Annual Meeting of
Shareholders of the Company and in connection with a series of
discussions the Company had with some of its shareholders
regarding proxy access, the Board and GEO senior management
agreed to undergo a consultation process with shareholders to
amend the Companys Bylaws before the 2017 Annual Meeting of
Shareholders in order to adopt proxy access provisions. This
allowed the Company to gain valuable feedback from its
shareholders regarding proxy access.
Article II, Section6 of the Bylaws has been added and permits a
shareholder, or a group of up to twenty (20)shareholders, owning
three percent (3%) or more of the Companys outstanding common
stock continuously for at least three (3)years, to nominate
twenty percent (20%) of the number of directors then in office
(rounding down to the nearest whole number) provided that the
shareholder or group and each nominee satisfy the eligibility,
procedural and disclosure requirements for proxy access as
specified in the Bylaws, including that the Company receive
notice of such nominations between 90 and 120 days prior to the
anniversary date of the previous years annual meeting of
shareholders.
Article II, Section1, Article III, Section1 and Article VI,
Section1 of the Bylaws were amended to clarify that annual
meetings of shareholders, special meetings of shareholders and
meetings of the Board may be held by means of remote
communications.
The amendments to the Bylaws were effective upon adoption, with
proxy access first being available to shareholders for the
Companys 2018 Annual Meeting of Shareholders.
The amendments to the Bylaws also make other changes to conform
with the adoption of the proxy access provision. This summary of
the amendments is qualified in its entirety by reference to the
complete copy of the Second Amended and Restated Bylaws of The
GEO Group, Inc., a copy of which is attached as Exhibit 3.1 to
this Current Report on Form 8-K and is incorporated by reference
herein.
| Section9 | Financial Statements and Exhibits |
| Item9.01 | Financial Statements and Exhibits |
| d) | Exhibits |
| 3.1 | Second Amended and Restated Bylaws of The GEO Group, Inc. |
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About THE GEO GROUP, INC. (NYSE:GEO)
The GEO Group, Inc. is a real estate investment trust (REIT). The Company specializes in the ownership, leasing and management of correctional, detention and re-entry facilities and the provision of community-based services and youth services in the United States, Australia, South Africa and the United Kingdom. The Company operates in four segments: U.S. Corrections & Detention, GEO Care, International Services, and Facility Construction & Design. The Company owns, leases and operates a range of correctional and detention facilities including maximum, medium and minimum security prisons, immigration detention centers, minimum security detention centers, as well as community based reentry facilities, and offers delivery of offender rehabilitation services under its GEO Continuum of Care platform. The GEO Continuum of Care program integrates in-prison programs, which include cognitive behavioral treatment and post-release services. THE GEO GROUP, INC. (NYSE:GEO) Recent Trading Information
THE GEO GROUP, INC. (NYSE:GEO) closed its last trading session up +1.23 at 49.03 with 662,763 shares trading hands.
