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
Symbol(s)

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

/s/ Bruce Labovitz

Bruce Labovitz

Chief Financial Officer

Bowman Consulting Group Ltd. 8-K