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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 22, 2025
Bowman Consulting Group Ltd.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40371 | 54-1762351 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
12355 Sunrise Valley Drive, Suite 520
Reston, Virginia 20191
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (703) 464-1000
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Trading |
Name of Each Exchange on Which Registered |
||
| Common stock, par value $0.01 per share | BWMN | Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Bowman Consulting Group Ltd. (the “Company”) held its annual meeting of stockholders on May 22, 2025. Stockholders were asked to vote on two proposals: the election of two Class I directors for terms expiring at the 2028 annual meeting of stockholders and the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Final voting results are set forth below.
Proposal 1: Election of Directors
Final votes regarding the election of two Class I directors for terms expiring at the 2028 annual meeting of stockholders and until his successor is duly elected and qualified are set forth below. Accordingly, each director nominee was elected.
| FOR | WITHHELD | BROKER NON VOTE | ||||||||||
| Gary Bowman |
6,234,017 | 3,540,889 | 4,486,115 | |||||||||
| Stephen Riddick |
3,242,068 | 6,532,838 | 4,486,115 | |||||||||
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
Final votes on the ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm of the Company to serve for the fiscal year ending December 31, 2025 are set forth below. Accordingly, the appointment of Ernst & Young LLP was ratified.
| FOR | AGAINST | ABSTAIN | ||
| 13,658,544 | 600,385 | 2,092 |
| Item 8.01 | Other Matters. |
On May 23, 2025, the Company’s Board of Directors determined to separate the roles of chair of the Board of Directors and chief executive officers and realign certain committee assignments. The Board of Directors elected James Laurito, an independent director and chair of the Compensation Committee, to serve as Chair of the Board. Gary Bowman continues to serve as a director and chief executive officer. In connection with the election of Mr. Laurito to the role of Chair, the Board of Directors appointed Patricia Mulroy, an independent director, as Chair of the Compensation Committee. Stephen Riddick and Raymond Vicks, Jr, will continue to serve as Chair of the Nominating and Corporate Governance Committee and the Audit Committee, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Bowman Consulting Group Ltd. press release dated May 27, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BOWMAN CONSULTING GROUP LTD. | ||||||
| Date: May 28, 2025 | By: | /s/ Bruce Labovitz |
||||
| Bruce Labovitz | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Bowman Announces Results From 2025 Annual Meeting
Board of Directors elects to split chairman and chief executive officer roles and realign certain committee assignments
May 27, 2025, Reston, VA—Bowman Consulting Group Ltd. (NASDAQ: BWMN), a national provider of engineering services and program management, announced the results of its 2025 Annual Meeting of Stockholders held on May 24, 2025. Gary Bowman and Stephen Riddick were each re-elected as directors to serve three-year terms expiring at the 2028 Annual Meeting of Stockholders. The Company also announced the decision of the Board of Directors to separate the chairman and chief executive roles and realign certain committee assignments.
The Board of Directors elected James Laurito, an independent director and chair of the Compensation Committee, to serve as Chair of the Board. Gary Bowman, the Company’s founder, will continue to serve as chief executive officer. In connection with the election of Laurito to the role of chairman, the Board of Directors appointed Patricia Mulroy, an independent director, as chair of the Compensation Committee. Stephen Riddick and Raymond Vicks, Jr, will continue to serve as chair of the Nominating and Corporate Governance Committee and the Audit Committee, respectively.
“As we approach the end of our time as an emerging growth company and look ahead to the next chapter of our extraordinary story, we feel it is the right time to separate the roles of chairman and CEO to further strengthen our governance posture and continue our evolution as a public company,” said Gary Bowman, founder and chief executive officer of Bowman. “Through my unique perspective as the founder, I can assure our shareholders and employees that Jim is an excellent choice for an independent chairman. I’m excited to embark on the next phase of our collective Bowman journey.”
Laurito has served as an independent director of Bowman since March 2021. He was executive vice president and chief technology officer of Fortis, Inc., (NYSE: FTS) from May 2018 until his retirement in December 2021 where he was responsible for mergers and acquisitions, strategy, business development, innovation, technology and cybersecurity. Prior, he was president and CEO of Central Hudson Gas & Electric Corp. and CH Energy Group, Inc., the holding company of Central Hudson Gas & Electric. Laurito has also held president and CEO roles at Central Hudson Gas & Electric Corp., New York State Electric & Gas and Rochester Gas & Electric Corp. He earned a Bachelor of Science degree in civil engineering from West Virginia University.
“I am honored to take on the role of chairman at such a pivotal time for Bowman,” said Laurito. “Since joining Bowman’s board in connection with its IPO in 2021, I’ve seen firsthand the Company’s unwavering commitment to innovation, operational excellence, governance integrity and long-term value creation. I look forward to supporting Gary and my fellow directors as the leadership of Bowman continues to build on that strong foundation, deliver innovative engineering solutions and generate increasing value for all our stakeholders.”
During the Company’s annual meeting, stockholders also ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025. Additional governance information and current committee compositions can be found on the Company’s investor website at investors.bowman.com.
About Bowman Consulting Group Ltd.
Headquartered in Reston, Virginia, Bowman is a national engineering services firm delivering infrastructure, technology and project management solutions to customers who own, develop and maintain the built environment. With over 2,300 employees in more than 100 locations throughout the United States, Bowman provides a variety of planning, engineering, geospatial, construction management, commissioning, environmental consulting, land procurement and other technical services to customers operating in a diverse set of regulated end markets. Bowman trades on the Nasdaq under the symbol BWMN. For more information, visit bowman.com or investors.bowman.com.
Forward-Looking Statements
This press release may contain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical fact, including statements regarding our future results of operations and financial position, business strategy and plans and objectives for future operations, are forward-looking statements and represent our views as of the date of this press release. The words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “will,” “goal” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to several assumptions and risks and uncertainties, many of which involve factors or circumstances that are beyond our control that could affect our financial results. The Company cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained in this news release.
Such factors include: (a) changes in demand from the local and state government and private clients that we serve; (b) general economic conditions, nationally and globally, and their effect on the market for our services; (c) competitive pressures and trends in our industry and our ability to successfully compete with our competitors; (d) changes in laws, regulations, or policies; and (e) the “Risk Factors” set forth in the Company’s most recent SEC filings. Considering these risks, uncertainties and assumptions, the future events and trends discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated or implied in any forward-looking statements. Except as required by law, we are under no obligation to update these forward-looking statements after the date of this press release, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.
Investor Relations Contact:
Betsy Patterson
ir@bowman.com
General Media Contact:
Christina Nichols
pr@bowman.com