Hartel Securities Settlement

You or someone in your family may have purchased or acquired the publicly traded shares of GEO common stock between November 9, 2018 and August 5, 2020.

Pursuant to an order issued by the Court overseeing this litigation, you received the Notice because you have a right to know about the proposed Settlement and about your rights and options as a potential member of the Settlement Class before the Court decides whether to approve the Settlement. If the Court approves the proposed Settlement and after any objections or appeals are resolved, the Claims Administrator appointed by the Court will distribute all payments allowed under the Settlement.

This package explains the lawsuit, the proposed Settlement, including, what benefits are available, who is eligible for them, and how to get them, and your legal rights and options.

The Court in charge of the case is the United States District Court for the Southern District of Florida, and the case is known as Hartel v. The GEO Group, Inc., et al., Case No. 9:20-81063-CIV-SMITH. The person who files a lawsuit is called the Plaintiff or Plaintiffs, and the company and/or individuals sued are called Defendants.

Lead Plaintiffs brought this lawsuit, which the Court subsequently narrowed. The only remaining allegations are that Defendants acted with scienter when making false and materially misleading statements and/or omissions about GEO’s pending lawsuits, including but not limited to: (1) the Company did not expect any pending claims or lawsuits to have a material adverse effect on its financial condition, results of operations, or cash flows; (2) at all relevant times, the Company had not recorded an accrual relating to these matters; and (3) the Company did not expect the outcome of any pending claims or legal proceedings to have a material adverse effect on its financial condition, results of operations or cash flows. Plaintiffs allege that the alleged false and materially misleading statements and/or omissions induced Plaintiffs and other similarly situated shareholders to purchase shares of GEO common stock at artificially inflated prices. Lead Plaintiffs further allege that when the truth concerning GEO’s pending lawsuits was revealed, the value of GEO common stock declined and, as a result, Lead Plaintiffs and other members of the Settlement Class suffered damages.

Defendants deny each of the claims and all allegations of wrongdoing made by Lead Plaintiffs in this lawsuit. Defendants further deny that Lead Plaintiffs and the Settlement Class were entitled to recover anything in this lawsuit. The Court has not decided who is right.

In a class action, one or more people or entities called class representatives sue on behalf of people who have similar claims. This collective group of people is referred to as the class and each individual person with similar claims is considered a class member. One court is designated to resolve the claims for all class members, except for those who exclude themselves from the class. The Honorable Judge Rodney Smith is overseeing this lawsuit.

Lead Counsel and counsel for Defendants participated in an out of court process known as mediation. Mediation is an alternative method to resolving legal disputes rather than waiting for the court to decide. The Court has yet to decide whether Lead Plaintiffs or Defendants are right in this case.

During mediation, the parties discussed, among other things, the claims and potential defenses, the parties’ positions on damages, the evidence to be presented at trial, the risks of continuing litigation, and other important factual and legal issues. Following these negotiations, the parties agreed to settle all claims of the Settlement Class against the Defendants. By entering into the agreement to settle, Defendants do not concede the truth of any of the claims against them.

Lead Plaintiffs believe that the claims asserted in this Action have merit and that the evidence presented to date supports their allegations. However, Lead Plaintiffs recognize and acknowledge the expense and length of continued proceedings, trial, and possible appeals, and have considered the uncertain outcome and the risk of any litigation, especially complex actions such as this lawsuit. They are also mindful of the inherent problems of proof under the federal securities laws asserted in this case, and the potential defenses available to Defendants.

The proposed Settlement allows the Settlement Class to avoid the costs and risks associated with continued litigation, and eligible Settlement Class Members who make valid claims will receive meaningful compensation from the Settlement Fund. Lead Plaintiffs and Lead Counsel believe the proposed Settlement is in the best interest of the Settlement Class.

Settlement Class Members are eligible to receive a portion of the settlement proceeds. The Settlement Class includes all Persons and entities who purchased or otherwise acquired GEO common stock between November 9, 2018 and August 5, 2020, both dates inclusive, except those that are excluded, as described FAQ 6 below.

You are not a Settlement Class Member if you are: (i) one of the Defendants named in the lawsuit; (ii) the Officers and directors of GEO currently and during the Class Period; (iii) Immediate Family Members of any such excluded persons; (iv) the legal representatives, heirs, successors, or assigns of any such excluded persons or entities; and (v) any entity in which any such excluded party has, or had during the Class Period, a controlling interest.

Further, if you only sold GEO common stock between November 9, 2018 and August 5, 2020, that alone does not make you a Settlement Class Member. In other words, in addition to any sales made during the Class Period, you needed to have made at least one purchase or acquisition of GEO common stock to be a Settlement Class Member.

If you are still not sure whether you are included in the Settlement Class, you can ask for free help. You can contact the Claims Administrator toll-free at 877-589-2242, or you can fill out and return the Proof of Claim and Release Form enclosed with the Notice package, to see if you qualify.

Defendants have agreed to a settlement total of $3,000,000.00 in cash. The Settlement Fund, less taxes, approved costs, fees, and expenses (the “Net Settlement Fund”), will be divided amongst all eligible Settlement Class Members who submit a valid Proof of Claim and Release Form, known as Authorized Claimants.

Your portion of the Net Settlement Fund will depend on several things, including, how many Settlement Class Members submit timely and valid Proof of Claim and Release Forms, the total recognized losses represented by the valid Proof of Claim and Release Forms submitted, the total number of shares of GEO common stock you purchased or acquired during the Class Period, how much you paid for your shares, when you purchased or acquired your shares, and if you sold your shares and for how much.

By following the instructions in the Plan of Allocation, you can calculate what is called your Recognized Loss. An Authorized Claimant’s Recognized Loss depends upon the number of shares of GEO common stock held at certain points in time during the Class Period. The Plan of Allocation also takes into consideration the limitation on damages set by governing federal law, the advice of experts, and the principles of economic loss articulated by the U.S. Supreme Court. For this Settlement, the following table provides an average per-share amount of potential damages for purposes of calculating an Authorized Claimant’s Recognized Loss:

Please note that it is unlikely that you will receive all of your Recognized Loss. After all Settlement Class Members have submitted their Proof of Claim and Release Forms, the payment you receive will be a portion of the Net Settlement Fund equal to your Recognized Loss divided by the total of all Authorized Claimant’s Recognized Losses. Likewise, this formula is not intended to be an estimate of a Settlement Class Member’s actual losses or what might have been recoverable after a trial.

The Plan of Allocation also includes the following provisions:

1. An Authorized Claimant will only have a Recognized Loss in connection with damaged shares;
2. There shall be no Recognized Loss attributed to any GEO securities other than common stock or to any shares of common stock purchased on a foreign exchange;
3. The date of a purchase or sale is the “trade” date and not the “settlement” date;
4. The last-in, first-out basis (“LIFO”) will be applied to both purchases and sales when applicable;
5. Shares purchased as a result of covering a short position will not result in a Recognized Loss;
6. Exercise of option contracts or the conversion of preferred stock into common stock will be considered to be purchases or sales of common stock as of the date of the exercise or conversion. Your purchase or sale price will be the closing price for the GEO common stock on that day, unless otherwise stated herein;
7. No cash payment will be made on a claim where the potential distribution amount is less than $10. Please be advised that if you did not incur a Recognized Loss as defined in the Plan of Allocation, you will not receive a cash distribution from the Net Settlement Fund, but you will be bound by all determinations and judgments of the Court in connection with the Settlement, including being barred from asserting any of the Released Claims against the Releasees;
8. No person shall have any claim against Lead Counsel, or the Claims Administrator or other agent designated by Lead Counsel, based on the distribution made substantially in accordance with the Stipulation and this Plan of Allocation, or further orders of the Court. In addition, Defendants and Defendants’ Counsel have no responsibility or liability whatsoever for the Plan of Allocation, the administration of the Settlement, or the distribution to Settlement Class Members, and no person shall have any claim against Defendants or Defendants’ Counsel based on the Plan of Allocation, the administration of the Settlement, or the distribution to the Settlement Class Members; and
9. Settlement Class Members who do not submit a valid Proof of Claim will not share in the settlement proceeds. Settlement Class Members who do not either submit a request for exclusion or submit a valid Proof of Claim will nevertheless be bound by the Settlement and the Order and Final Judgment of the Court dismissing the Action.

To qualify for payment, you must be an eligible Settlement Class Member and you must submit a valid Proof of Claim and Release Form before the deadline. A Proof of Claim and Release Form is enclosed with the Notice. Read the instructions carefully, fill out the form, include all required documents identified in the form, sign it, and mail it in the enclosed envelope postmarked no later than November 28, 2023. You can also submit a claim online at here.

The Court will hold a hearing on November 14, 2023, at 10:00 a.m. EST, to decide whether to approve the Settlement. If Judge Smith approves the proposed Settlement, there is the possibility of appeals and/or objections. It is always uncertain whether these appeals and/or objections can be resolved, and resolving them can take time, perhaps several years. Everyone who sends in a Proof of Claim and Release Form will be informed of the determination with respect to their claim. Please be patient.

In return for payment pursuant to the Settlement, the Court’s approval order will apply to you and legally bind you and will release, discharge, and dismiss with prejudice all claims asserted in the lawsuit against each and all Defendants, without costs to any party except as explained in the Notice. This means that you cannot sue, continue to sue, or be part of any other lawsuit against the Defendants alleging the same legal issues in this case. The terms of the release are included in the enclosed Proof of Claim and Release Form.

If you are an eligible Settlement Class Member and do not want to receive payment from this Settlement, but you want to keep the right to sue or continue to sue any of the Defendants on your own, regarding the same legal issues in this case, then you must take steps to exclude yourself from the Settlement Class, also referred to as opting out of the Settlement Class.

To exclude yourself from the Settlement Class, you must send a written letter by first class mail stating that you want to be excluded from the Settlement Class as defined in Hartel v. The GEO Group, Inc., et al., Case No. 9:20-81063-CIV-SMITH. Your written request for exclusion must include your name, address, telephone number, signature, and the number of shares of GEO common stock you purchased or acquired between November 9, 2018 and August 5, 2020, the number of shares of GEO common stock you sold during this time period, if any, and the dates, quantities, and prices of such purchases and/or sales. You must mail your exclusion request postmarked no later than October 17, 2023 to:

Hartel Securities Settlement
Claims Administrator
P.O. Box 3729
Portland, OR 97208-3729

You cannot exclude yourself by telephone, email or fax.

If you submit a written request for exclusion, you are not eligible to receive any settlement payment, and you cannot object to the proposed Settlement. You will not be legally bound by any orders or judgments entered with respect to this proposed Settlement.

No. Settlement Class Members who do not exclude themselves from the Settlement Class and who fail to submit a valid and timely Proof of Claim and Release Form will nevertheless be bound by the Settlement if approved, and all orders and judgments entered by the Court in connection therewith. Therefore, if you do not submit a written request for exclusion, you give up any right to sue Defendants for the claims resolved by the Settlement. If you have a pending lawsuit against any of the Defendants, speak to your lawyer in that case immediately. Remember the exclusion deadline is October 17, 2023.

No. If you submit a written and timely request for exclusion, you are not entitled to receive any benefits provided by the Settlement in the event it is approved by the Court. If you submit a request for exclusion, please do not submit a Proof of Claim and Release Form. However, you may sue, continue to sue, or be part of a different lawsuit against any of the Defendants as you will no longer be bound by any orders or judgments entered in respect to this Settlement.

The Court certified the law firms of Levi & Korsinsky, LLP and Freedman, Normand, Friedland LLP to represent you and the other Settlement Class Members. These lawyers are called Lead Counsel. You will not be charged for the services performed by these lawyers. If you want to be represented by your own lawyer, you may hire one at your own expense.

Plaintiffs’ Counsel will ask the Court for attorneys’ fees of one third of the Settlement Fund ($3,000,000) and for reimbursement of their out-of-pocket litigation expenses up to $40,000.00 that were advanced in connection with the litigation. Such sums as may be approved by the Court will be paid from the Settlement Fund. Settlement Class Members are not personally liable for any such fees or expenses.

The attorneys’ fees and expenses requested will be the only payment to Lead Counsel for their efforts in achieving this settlement and for the risk in undertaking this representation on a wholly contingent basis. To date, Lead Counsel has not been paid for their services for conducting this litigation on behalf of the Lead Plaintiffs and the Settlement Class, nor has Lead Counsel received reimbursement for their out-of-pocket expenses. The fees requested will compensate Lead Counsel for their work in achieving this Settlement and is within the range of fees awarded to class counsel under similar circumstances in other cases of this type. However, it is within the Court’s discretion to award less than the requested amount.

Lead Counsel will also request an award in an amount not to exceed $5,000 for the Lead Plaintiffs pursuant to the Private Securities Litigation Reform Act of 1995 for their reasonable costs and expenses, including lost wages, serving as the class representatives during this litigation. All amounts, including expenses incurred by the Claims Administrator for disseminating notice of this Settlement, will be requested before distribution of the Net Settlement Fund to Settlement Class Members. Again, such sums, as may be approved by the Court, will be paid from the Settlement Fund.

If you are a Settlement Class Member and you do not agree with the proposed Settlement or some part of it, you can file an objection with the Court. When objecting, you can give reasons why you think the Court should not approve it. The Court will consider your views. To object, you must send a letter to the Court saying that you object to the proposed Settlement in Hartel v. The GEO Group, Inc., et al., Case No. 9:20-81063-CIV-SMITH. Be sure to include your name, address, telephone number, signature, the GEO common stock purchased and sold between November 9, 2018 and August 5, 2020, along with the dates, quantities, and prices, and the reasons you object to the proposed Settlement. All objections must be filed with the Court no later than October 17, 2023.

Objecting to the proposed Settlement is simply telling the Court that you do not like something about the terms of the Settlement. You can object only if you stay in the Settlement Class. Excluding yourself, or opting out, is telling the Court that you do not want to be part of the Settlement Class, and do not want to receive any benefits under the proposed Settlement. If you exclude yourself, you have no basis to object because the case no longer affects you.

The Court will hold a fairness hearing on November 14, 2023, at 10:00 a.m. EST in Courtroom 202B at the U.S. Federal Building and Courthouse, 299 East Broward Boulevard, Fort Lauderdale, Florida 33301. At this hearing the Court will consider whether the proposed Settlement is fair, reasonable, and adequate. If there are objections, the Court will consider them at this time. Judge Smith will listen to people who have asked to speak at the hearing. The Court will also consider how much to pay to Lead Counsel and whether an award to the Lead Plaintiffs is appropriate. The Court may decide these issues at the hearing or take them under consideration. We do not know how long these decisions will take.

No. Lead Counsel will answer any questions Judge Smith may have, but you are welcome to come at your own expense. If you choose to attend, you may speak, but you do not have to. If you send an objection, you do not have to come to Court to talk about it. If you timely mailed your written objection, the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary.

You may ask the Court for permission to speak at the Final Approval Hearing. To do so, you must send a letter saying that it is your intention to appear in Hartel v. The GEO Group, Inc., et al., Case No. 9:20-81063-CIV-SMITH. Be sure to include your name, address, telephone number, signature, and the number of shares of GEO common stock purchased or acquired between November 9, 2018 and August 5, 2020, along with the dates, quantities, and prices. However, you cannot speak at the Final Approval Hearing if you exclude yourself from the Settlement Class.

If you do not submit a valid and timely Proof of Claim and Release Form, you will not receive any money from the Settlement, once approved by the Court. Unless you exclude yourself from the Settlement, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against the Defendants relating to the same legal issues in this case.

The Notice summarizes the proposed Settlement. More details are in the Stipulation and Agreement of Settlement dated May 1, 2023. You can get a copy of the Stipulation and other related documents on the Important Documents page of this website.

You can also contact the Claims Administrator or Lead Counsel:

A copy of the Stipulation and other pleadings in the Action may also be obtained from the Clerk’s Office during regular business hours:

Deadlines to Exercise Your Legal Rights and Options:

Submit Claim:  November 28, 2023
Request Exclusion:  October 17, 2023
File Objection:  October 17, 2023

Court Hearing on Fairness of Settlement: November 14, 2023, at 10:00 a.m. EST at the United States District Court Southern District of Florida located at 299 East Broward Boulevard, Courtroom 202B, Fort Lauderdale, Florida, 33301.