AGM 2026

Apr 28, 2026

Good morning. I am George C. Zoley, Chairman, Chief Executive Officer, and Founder of The GEO Group. It is now 10:00 A.M., and I am pleased to call this annual shareholders meeting officially to order. With me today is Scott Shipma, General Counsel and Secretary of the Corporation. Also joining us this morning is Kelly Phillips, Audit Partner for Grant Thornton. Ms. Phillips will be available to answer appropriate shareholder questions directed to our auditors or make a statement if so desired. I would also like to thank the members of our Board of Directors who are joining today's meeting. Finally, I would like to thank the members of our senior management team and many of our employees who are attending today's virtual meeting. In accordance with the provisions of our bylaws, I will act as the Chairman of the annual shareholders meeting, and Scott Shipma will act as Secretary. At this time, I will turn the meeting over to Mr. Calabrese. Thank you, Mr. Chairman. Good morning, everyone. Before proceeding with the business portion of the meeting, we'd like to remind all shareholders in attendance today that you can cast your votes and submit questions online. We will make every effort to address questions that are germane to the meeting and maintain a proper level of decorum. We will be observing a two-question limit per shareholder, and we may combine questions by topic if multiple questions on the same topic are submitted. In order to ensure questions are compiled in a timely manner, we would ask that questions be submitted as soon as possible and prior to the conclusion of the presentation of the proposals. Proceeding with the meeting, I received proof by affidavit from Broadridge Financial Solutions that the notice of annual meeting was mailed and the proxy statement was made available beginning March 19, 2026 to every holder of common stock of record as of the close of business on March 3, 2026. As of March 3, 2026, the record date for this annual meeting, GEO had 132,707,287 shares of common stock outstanding. There are present online or represented by proxy the holders of 106,707,070,612 shares of common stock of the corporation, which constitutes a majority of the outstanding shares and a quorum for the meeting. Michael Barbera has been appointed Inspector of Elections for the Annual Meeting and is attending online. We may now, therefore, proceed with the business of the meeting. The rules of conduct for the annual meeting have been posted on the virtual meeting website. The agenda for the annual meeting has been prepared, and I will ask Mr. Wayne H. Calabrese to read it at this time. Thank you, Mr. Chairman. The agenda for the annual meeting is as follows. Item number 1, presentation of proposals set forth in the 2026 proxy statement, which includes election of the nominated directors for the ensuing year, each term expiring at the next annual meeting or until such director successor is duly elected and qualified. The ratification of the appointment of Grant Thornton LLP as the independent registered public accountants of GEO for the fiscal year 2026, and the advisory approval of the resolution on named executive officer compensation. Item number 2 is voting. Item number 3, the announcement of voting results. Item number 4, the company report. Item number 5, question and answer period. Item number 6, adjournment of the 2026 annual shareholders meeting. I hereby move for the agenda to be adopted. Without objection, the agenda is adopted. The first order of business is the election of directors. The board of directors, upon the recommendation of the nomination and corporate governance committee, has nominated for election to the board of directors the following nominees to serve for a term lasting until the next annual meeting of shareholders or until their successors are duly elected and qualified, all of whom are listed in the proxy statement. Thomas C. Bartzokis, Jack Brewer, Donna Arduin Kauranen, Scott Kernan, Lindsay L. Koren, Julie Myers Wood, and George C. Zoley. Under the bylaws, no other nominations have been received, and therefore, I declare the nominations closed. The next order of business is to ratify the appointment of Grant Thornton LLP as our independent registered public accountants for the fiscal year 2026. The last order of business is to hold an advisory vote to approve named executive officer compensation. Thank you, Mr. Chairman. The presentation of the proposals has concluded, and therefore, the time to submit questions online has now ended. Voting for the directors and other matters will now take place. If there are any shareholders in attendance who have not yet voted, you can do so now online. The balloting is now closed. I declare the polls closed at 10:08 A.M. No further voting shall be permitted. The preliminary voting tally indicates the following voting results. The directors nominated by the board of directors have received a majority of the votes cast and are therefore elected to hold office until the next annual meeting or until their successors are elected and qualified. The number of votes cast in favor of the proposal to ratify the appointment of Grant Thornton LLP as the independent registered public accountants of GEO for the fiscal year 2026 exceeds the number of votes cast against the proposal. The number of votes cast in favor of advisory approval of the resolution to approve named executive officer compensation exceeds the number of votes cast against. We will provide the final voting results in a Form 8-K to be filed with the Securities and Exchange Commission within 4 business days. This concludes the business portion of the annual meeting. We will now move to the company's report for 2025. Please note that the report may include forward-looking statements regarding our beliefs and current expectations with respect to various matters. These forward-looking statements are intended to fall within the safe harbor provisions of the securities laws. Our actual results may differ materially from those in the forward-looking statements as a result of various factors contained in our Securities and Exchange Commission filings, including our annual report on Form 10-K. Additionally, the report may include non-GAAP information. An explanation of the non-GAAP information, along with reconciliations to GAAP basis information, may be found in our earnings announcement and supplemental disclosure for the fourth quarter and year ended December 31, 2025. Mr. Zoley, the Chairman, Chief Executive Officer, and Founder of The GEO Group, will now give the company's report. Thank you, Scott. It is my pleasure to provide a review of The GEO Group's operational and financial results. In 2025, we believe our company made significant progress toward meeting our financial and strategic objectives. During the year, we were awarded new or expanded contracts totaling up to approximately $520 million in new incremental annualized revenues. These contract wins represent the largest amount of new business we have won in a single year in our company's history. In our GEO Secure Services segment, we entered into new contracts to house ICE detainees at 4 facilities totaling approximately 6,000 beds. These facilities include 3 previously idle company-owned facilities. The 1,000-bed Delaney Hall facility in New Jersey, the 1,800-bed North Lake facility in Michigan, and the 1,868-bed D. Ray James facility in Georgia. Additionally, we entered into a joint venture agreement to provide management services at the state-owned 1,310-bed North Florida Detention Facility. This joint venture agreement demonstrates GEO's ability to provide management services through alternative solutions, such as the State of Florida's partnership with the federal government. During the third quarter of 2025, we also reactivated our company-owned 1,940-bed Adelanto ICE Processing Center in California. The Adelanto Center was already under contract but had been underutilized due to a long-standing COVID-related court case. The activation of these 5 facilities represent the largest startup activity in our company's history, with a combined annualized revenue value of approximately $300 million. This significant startup activity involved the recruitment, hiring, and training of approximately 2,000 new employees. During the year, we also expanded the delivery of our secure transportation services on behalf of ICE and the U.S. Marshals Service, representing approximately $60 million in incremental annualized revenue. We entered into new or amended contracts to expand secure ground transportation services at seven ICE facilities, and the support services that we provide under our ICE air transportation subcontract continue to steadily increase. In addition to the secured ground transportation services we have historically provided for the U.S. Marshals, in 2025, we signed a new 5-year contract with the agency covering 26 federal judicial districts and spanning 14 states. At the state level, we were awarded two new managed-only contracts from the Florida Department of Corrections and for the 1,884 bed Graceville facility and the 985 bed Bay facility. These two facilities are scheduled to transition to GEO management on July 1, 2026, and have a combined annualized revenue value of approximately $100 million. Our GEO Reentry Services division successfully renewed 29 residential reentry centers contracts and 38 non-residential day reporting center contracts. Our GEO Continuum of Care division achieved 6.8 million hours of enhanced rehabilitation programming and 163,000 total programming completions. Of particular importance in 2025, our wholly-owned subsidiary, BI, secured a new 2-year contract for the Intensive Supervision Appearance Program, or ISAP, following a competitive procurement process. ISAP is the only ICE program currently in place to provide electronic monitoring and case management services for individuals on the federal government's non-detained docket. We believe this important contract award is a testament to the high-quality electronic monitoring and case management services BI has consistently delivered under the ISAP contract through a nationwide network of approximately 100 offices and close to 1,000 employees. In December 2025, BI was awarded a new two-year contract by ICE for the provision of skip tracing services valued at up to $60 million in revenues per year. Skip tracing entails enhanced location research, primarily with identifiable information and commercial data verification to verify current address information and investigate alternative address information for individuals on the federal government's non-detained docket. This two-year contract award follows an initial skip tracing pilot contract that BI successfully implemented during the fourth quarter of 2025. The achievement of our operational and corporate milestones continues to support our financial success. For the full year 2025, we reported total revenues of $2.6 billion, net income of $254 million, an adjusted net income of $120 million, and adjusted EBITDA of $464 million. Our strong financial performance has allowed us to continue to strengthen our capital structure by reducing our total net debt and deleveraging our balance sheet. These efforts were enhanced in 2025 with the successful sale of the Lawton, Oklahoma facility for $312 million and the Hector Garza facility in Texas for $10 million. We used approximately $60 million of the Lawton, Oklahoma facility sale to purchase the 770-bed Western Region Detention Facility in downtown San Diego, California, which we have operated for the U.S. Marshals Service for 25 years. The sale of the Lawton, Oklahoma facility was a transformative event, allowing GEO to significantly reduce our overall debt. We closed 2025 with approximately $1.65 billion in total net debt. We also began returning capital to shareholders through a share repurchase program that was approved by our board of directors in August 2025 and expanded to $500 million in November 2025. As of the year-end, we had repurchased approximately 5 million shares for approximately $91 million, bringing our total shares outstanding to approximately 136 million. In closing, over the past year, we have captured new growth opportunities that could generate up to $520 million in annualized revenues, making it the most successful period for new business wins in our company's history. We expect this year to be active as well, and we believe we have upside potential across our diversified business segments. We have approximately 6,000 idle high security beds that remain available and could generate approximately $300 million in annualized revenues at full occupancy. We are also well-positioned to continue to expand our delivery of electronic monitoring and case management services, as well as secure ground and air transportation services. Our board of directors and senior management team remain focused on the disciplined allocation of capital to enhance long-term shareholder value. With our strong financial performance and substantial reduction to our net debt, the intrinsic value of our assets, and future growth potential, we believe that our stock offers a very attractive investment opportunity. I would like to express our gratitude and appreciation to all of our GEO employees, our senior management, and our Board of Directors, and obviously all of our shareholders. I will now turn the meeting over to Mr. Calabrese. Thank you, Mr. Chairman. We will now pause briefly to compile the questions submitted by the shareholders, and we'll do our best to respond to them. At this time, there are no questions. Back to you, Mr. Chairman. As there are no other items of business to come before this annual meeting, we will now adjourn this meeting. Ladies and gentlemen, we thank you for participating in today's meeting, which is now adjourned. Thank you. This concludes today's annual meeting. You may now disconnect.