Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 14, 2013, the Board of Directors of The GEO Group, Inc. (the "Company") adopted Amended and Restated Bylaws for the Company, effective upon adoption (the "Bylaws"). The Bylaws were amended to provide that directors will be elected by a majority of the votes cast in uncontested elections. In contested elections, the vote standard will continue to be a plurality of votes cast. A director who is not elected by a majority of the votes cast in an uncontested election must tender his or her resignation to the Board of Directors. The Board of Directors, taking into consideration the recommendation of the Nominating and Corporate Governance Committee of the Board, will then decide whether to accept or reject the resignation, or whether other action should be taken.

The above summary of the Bylaws is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is filed with this report as Exhibit 3.1, and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
3.1 Amended and Restated Bylaws.

---