UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 29, 2009
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
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| 1-14260
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65-0043078 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 621 NW 53rd Street, Suite 700, Boca Raton, Florida
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33487 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 29, 2009, the shareholders of The GEO Group, Inc. (the “Company”) approved amendments
to The GEO Group, Inc. 2006 Stock Incentive Plan (the “Plan”) at the Company’s 2009 Annual Meeting
of Shareholders in the form of an Amended and Restated Plan. The Amended and Restated Plan
increases the number of shares of common stock subject to awards under the Plan by 1,000,000, from
1,400,000 to 2,400,000, and specifies that up to 333,000 of such shares be made available for
grants other than stock options and stock appreciation rights, including restricted stock grants.
The Amended and Restated Plan also amends the definition of “Change in Control” so that a plan
of liquidation adopted by the Company would not cause a change in control under the Plan unless the
liquidation actually occurs.
The Amended and Restated Plan also amends certain numerical thresholds to reflect the
increased awards issuable under the Plan as compared to when the Plan was originally adopted. These
amendments include:
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increasing the total number of shares of common stock issuable pursuant to incentive
stock options under the Plan to 1,200,000 (previously 450,000), |
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increasing the total number of shares of common stock issuable pursuant to stock options
or stock appreciation rights to any one individual in any one year under the Plan to
450,000 (previously 150,000), and |
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increasing the total number of shares of common stock issuable pursuant to performance
shares, restricted stock and other common stock awards to any one individual in any one
year under the Plan to 450,000 (previously 150,000). |
The foregoing summary description of the amendments approved by the Company’s shareholders on
April 29, 2009 is qualified in its entirety by reference to the actual terms of the Amended and
Restated Plan, which is included as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference. The Amended and Restated Plan also reflects amendments to the
Plan that have previously been adopted and approved by the Company’s shareholders since the initial
adoption of the Plan.
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| Item 9.01. |
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Financial Statements and Exhibits. |
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| Exhibit No. |
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Description |
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10.1 |
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Amended and Restated The GEO Group, Inc. 2006 Stock Incentive Plan. |
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