8-K
Bowman Consulting Group Ltd. (BWMN)
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 16, 2024
Bowman Consulting Group Ltd.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40371 | 54-1762351 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>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<br> <br>Symbol(s) | Name of Each Exchange<br> <br>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 16, 2024. Stockholders were asked to vote on two proposals: the election of two Class III directors for terms expiring at the 2027 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, 2024. Final voting results are set forth below.
Proposal 1: Election of Directors
Final votes regarding the election of two Class III directors for terms expiring at the 2027 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 | ||||
|---|---|---|---|---|---|---|
| James Laurito | 8,327,262 | 973,140 | 3,046,413 | |||
| Raymond Vicks, Jr. | 7,698,849 | 1,601,553 | 3,046,413 |
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, 2024 are set forth below. Accordingly, the appointment of Ernst & Young LLP was ratified.
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 12,344,525 | 1,778 | 512 |
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 21, 2024 | By: | /s/ Bruce Labovitz |
| Bruce Labovitz | ||
| Chief Financial Officer |