UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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 | ||||||