Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On February 14, 2022, the Board of Directors (the "Board") of The GEO Group, Inc. (the "Company" or "GEO"), having received the recommendation of the Nominating and Corporate Governance Committee, approved the expansion of the size of the Board from ten to eleven members and appointed Andrew N. Shapiro to the Board effective February 14, 2022. Mr. Shapiro will serve as a director of GEO for a term expiring at the 2022 Annual Meeting of Shareholders, at which time his continued service on the Board of Directors will be subject to renomination and shareholder approval. The appointment of Mr. Shapiro was not pursuant to any arrangement or understanding between him and any other person. Mr. Shapiro has also been appointed as a member of the Audit and Finance Committee, the Corporate Planning Committee and the Independent Committee.

Mr. Shapiro has over thirty years' experience in the banking industry. Mr. Shapiro is the founder and Chief Executive Officer of Applied Risk Capital LLC, a company he launched in October of 2019 that is dedicated to indemnifying banks against the non-payment of loans and derivatives in the B to BB rating categories. Mr. Shapiro served in a variety of capacities at BNP Paribas from 1995 through August 2018, including as Head of Loan Capital Markets for the Americas from 2004 to 2011, Head of the Value Preservation Group (the bank's loan and derivative restructuring group) for the Americas from 2009 to 2011, Global Head of Loan Syndications from 2011 to 2015, and Head of Corporate Debt Origination for the Americas from 2015 to August 2018. Mr. Shapiro received a Bachelor of Arts degree from the University of Rochester and a Master of Business Administration degree from New York University School of Business.

Mr. Shapiro will be compensated in accordance with the Company's previously disclosed compensation programs for directors who are not employees as described in the Proxy Statement on Schedule 14A for the Company's 2021 Annual Meeting of Shareholders and as may be amended in the future.

There are no related party transactions between the Company and Mr. Shapiro 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 February 14, 2022, 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 ten directors to eleven directors. The effect of the approval is an amendment to Article V, Section 1 of the Company's Third Amended and Restated Bylaws effective on February 14, 2022.

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.



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Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit
  No.       Description

3.1           Amendment to the Third Amended and Restated Bylaws of The GEO Group,
            Inc., effective February 14, 2022.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).



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