Bowman Consulting Group Ltd. filed a Form 8-K on November 4, 2026, reporting the voting results from a virtual special meeting of stockholders held that same day, at which stockholders approved the proposed merger with an affiliate of Bernhard Capital Partners.

Key Highlights

  • Merger approved: Stockholders voted 13,983,871 FOR, 8,934 AGAINST, and 15,435 abstentions on the proposal to adopt the Merger Agreement with Prive Parent, Inc. and Prive Merger Sub, Inc.
  • Quorum reached: 14,008,240 shares were present or represented by proxy, representing approximately 84% of the 16,591,912 shares issued, outstanding, and entitled to vote as of the October 1, 2026 record date.
  • Merger Agreement parties: The agreement, dated August 10, 2026, is by and among Bowman Consulting Group Ltd., Prive Parent, Inc., and Prive Merger Sub, Inc., with Parent and Merger Sub affiliated with Bernhard Capital Partners.
  • Adjournment proposal also passed: The adjournment proposal received 13,671,592 votes FOR, 317,661 AGAINST, and 18,987 abstentions, though adjournment was not needed given the Merger Proposal's approval.
  • Closing conditions remain: According to the filing, completion of the Merger "remains subject to the satisfaction or waiver of the remaining customary closing conditions set forth in the Merger Agreement."
  • Exchange listing: The company's common stock, par value $0.01 per share, trades on NASDAQ:BWMN.

Bowman Consulting Stockholder Vote Details and Merger Structure

At its virtual special meeting held November 4, 2026, Bowman Consulting Group Ltd. reported that stockholders voted to adopt the Agreement and Plan of Merger dated August 10, 2026. Under the terms described in the filing, Prive Merger Sub, Inc. would merge with and into Bowman Consulting, with Bowman continuing as the surviving corporation and becoming a wholly owned subsidiary of Prive Parent, Inc. Both Parent and Merger Sub are affiliated with Bernhard Capital Partners.

According to the filing, the Merger Proposal was approved "by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote in accordance with the General Corporation Law of the State of Delaware as of the close of business on the record date." Of the 14,008,240 shares present or represented by proxy, 13,983,871 were cast in favor, with 8,934 opposed and 15,435 abstentions. No broker non-votes were recorded on either proposal.

The filing noted that a separate adjournment proposal, intended as a contingency to allow additional vote solicitation if the Merger Proposal had not passed, also received majority approval but was rendered unnecessary. The filing states that the forward-looking statements it contains, including those regarding the expected timing and completion of the Merger, are subject to risks and uncertainties that "may cause actual results to differ materially" from current expectations, as the company disclosed in its cautionary language.

What Was Disclosed

Bowman Consulting Group Ltd. reported final voting results from its November 4, 2026 special stockholder meeting, confirming adoption of the Merger Agreement with affiliates of Bernhard Capital Partners, with closing still subject to remaining conditions.