Bowman Consulting Group (BWMN) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 28, 2026, will be held virtually, allowing all shareholders to participate online regardless of location.

• Shareholders will vote on the election of two Class II directors and the ratification of Ernst & Young LLP as the independent auditor for 2026.

• Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

• Proxy materials and annual report are available online, and multiple voting methods are provided, including internet, phone, and mail.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class II directors (Virginia Grebbien and Patricia Mulroy) for three-year terms expiring in 2029.

• Proposal 2: Ratify Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Board unanimously recommends voting FOR both proposals.

• Shareholders may submit proposals for the 2027 annual meeting by December 29, 2026, following specific bylaw procedures.

Board of directors and corporate governance

• Board consists of six members, with a staggered three-class structure; directors serve three-year terms.

• All directors except the CEO are independent under Nasdaq and SEC rules.

• In May 2025, the roles of Chair and CEO were separated; James Laurito is the independent Chair.

• Board committees include audit, compensation, and nominating/governance, each with defined charters and responsibilities.

• Board and committees held regular meetings in 2025, with all directors attending at least 75% of meetings.