false 0001847590 0001847590 2024-10-01 2024-10-01

 

 

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): October 1, 2024

 

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 7, 2024, Bowman Consulting Group Ltd. (“Bowman” or the “Company”) announced that Michael Bruen notified the Company of his planned retirement from the Company, effective as of January 3, 2025, and his resignation as President of the Company and as a member of the Company’s board of directors (the “Board”), effective as of October 4, 2024. For the period between Mr. Bruen’s resignation as President and a director and his retirement (the “Transition Period”), Mr. Bruen has agreed to serve as an Executive Advisor to the Company’s Chief Executive Officer to assist in the transition of his day-to-day responsibilities, with no change to Mr. Bruen’s compensation or benefits for the remaining term of his employment. Mr. Bruen’s retirement and resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Mr. Bruen’s notice of retirement, which was given on October 1, 2024, constituted a notice of nonrenewal by Mr. Bruen of the Executive Employment Agreement, dated as of April 13, 2021, between the Company and Mr. Bruen (the “Employment Agreement”). Mr. Bruen’s retirement was consented to by the compensation committee of the Board (the “Compensation Committee”) on October 1, 2024, for purposes of Mr. Bruen’s right to continued vesting of certain restricted stock awards and performance based restricted stock units previously granted to Mr. Bruen (collectively, the “Equity Awards”).

In connection with Mr. Bruen’s retirement and resignation, the Company delivered a letter to Mr. Bruen (the “Letter Agreement”), and Mr. Bruen offered his notice of retirement and tendered his resignation as President and a director, subject to the conditions set forth in the Letter Agreement. The Letter Agreement provides, in addition to Mr. Bruen’s role during the Transition Period and the applicability of the terms and conditions of the Equity Awards applicable to retirement, each as described above, that Mr. Bruen (1) will be eligible to receive his short-term incentive plan award for 2024, in an amount determined by the Compensation Committee based on the Company’s achievement of performance objectives for the year in accordance with the terms of the Employment Agreement, and (2) will be engaged as an independent contractor to provide consulting services to the Company for a period of 13 weeks following his retirement, for a fee of $9,447.87 per week. Mr. Bruen also agreed to maintain his existing 10b5-1 trading plan in effect through its termination, and not to trade in the Company’s common stock outside of such plan until after its termination.

The foregoing description of the Letter Agreement is not complete and is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

On October 7, 2024, the Company issued a press release regarding Mr. Bruen’s retirement and resignation. A copy of the press release is attached hereto as Exhibit 99.1.

The information in Item 7.01 and Exhibit 99.1 to this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

No.

    Description
10.1    Letter Agreement, dated October 1, 2024.
99.1    Bowman Consulting Group Ltd. press release dated October 7, 2024.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    BOWMAN CONSULTING GROUP LTD.
Date: October 7, 2024     By:  

/s/ Bruce Labovitz

      Bruce Labovitz
      Chief Financial Officer

Exhibit 10.1

 

LOGO

VIA HAND DELIVERY

October 1, 2024

Michael Bruen

3801 N. 13th Street

Arlington, VA 22201

Dear Mike,

You have indicated that you are considering giving the Company a notice of Retirement to be effective Friday January 3, 2025. “Retirement” is as defined in the Bowman Consulting Group Ltd 2021 Executive Officer Short-Term Incentive Plan as amended (the “Short-Term Incentive Plan”). The notice of Retirement would also serve as notice under section 2 of your Executive Employment Agreement (the “Employment Agreement”) dated April 13, 2021 that you do not intend to renew the Employment Agreement beyond its Term, although your employment and your employment agreement will extend through January 3, 2025. In addition, in connection with that notice, you have indicated that you intend to resign as President of the Company and as a member of the Board of Directors of the Company effective October 4, 2024. As you know Retirement is contingent upon the consent of the Compensation Committee, and the Compensation Committee has consented to your Retirement and to your receipt of the benefits and consulting arrangement summarized below.

1. Responsibilities.

Effective upon your notice and resignation as President and Director, you will serve as an Executive Advisor to the CEO and assist in the transition of your day-to-day responsibilities. There will be no change to your compensation or benefits for the remaining term of your employment.

2. Short term Incentive Plan Award for 2024.

You will be eligible to receive your Short-Term Incentive Plan award for 2024, the amount of which will be determined by Compensation Committee in assessing how the Company met the 2024 goals of that plan and in accordance with Section 4(b) of the Employment Agreement. Progress towards those goals will be determined at the February 2025 meeting of the Compensation Committee. It is anticipated that awards, to the extent earned, will be paid by the end of the first quarter of 2025. Any shares of restricted stock issued in connection with the 2024 Short Term Incentive Plan Grant will vest upon issuance.

3. Time Based Restricted Stock Awards.

All of the terms and conditions of your Restricted Stock Award Agreements applicable to Retirement will apply. A schedule of those Awards is attached as Exhibit A.

4. Performance Based Restricted Stock Awards.

The terms and conditions of your Performance Based Restricted Stock Award Agreements applicable to Retirement will apply. A schedule of those Awards is attached as Exhibit A.

12355 Sunrise Valley Drive, Suite 520, Reston, VA 2019

703.464.1000

bowman.com

LOGO

 

5. COBRA.

In addition to the consulting fee the Company will pay as a COBRA premium for you and any dependents until the earlier to occur of (a) December 31, 2025, (b) the date that you become eligible for coverage under a plan of a subsequent employer and (c) the date that you or your dependents cease to be eligible for COBRA coverage.

6. Consulting Arrangement.

Beginning on January 4, 2025, you will be engaged as an independent contractor performing consulting services for the Company for thirteen weeks thereafter. You will receive a fee paid every two weeks in arrears equal to $18,895.73, with the final payment of $9,447.87 coinciding with Company payroll dates. We anticipate that the consulting services will be provided remotely by you on an as needed basis as reasonably requested by the CEO and you will report to the CEO. These consulting services are expected to include assistance on scheduled mediations and professional liability claims, completion of strategic plans for certain subsidiaries, assistance on current ongoing acquisition matters, assistance on year-end revenue recognition determinations, and general issues that may arise that would benefit from your institutional knowledge of the Company. These consulting services will be provided by you as an independent contractor to, and not an employee of, the Company.

7. Company Stock.

You have agreed to maintain your existing 10b5-1 Plan in effect through its termination, and not to trade in Company stock outside of that plan until after its termination.

 

Bowman Consulting Group Ltd.
/s/ Robert A. Hickey
By: Robert A. Hickey,
Chief Legal Officer & Secretary

 

12355 Sunrise Valley Drive, Suite 520, Reston, VA 2019

703.464.1000

bowman.com

Exhibit A

Unvested Time Based Restricted Stock Awards

 

# of Unvested Shares    Grant Date    Vest Date    Shares to Vest    Comments

5,782

    31-Dec-20    1-Jan-25    5,782    To vest on schedule

6,819

    8-Feb-24    2-Jan-25    6,819    To vest on schedule

1,414

    10-Feb-22    10-Feb-25    1,414    To vest on schedule

1,808

    9-Feb-23    9-Feb-25    1,808    To vest on schedule

1,862

    9-Feb-23    9-Feb-26    1,862    To vest on schedule

1,042

    8-Feb-24    8-Feb-25    1,042    To vest on schedule

1,011

    8-Feb-24    8-Feb-26    1,011    To vest on schedule

1,011

    8-Feb-24    8-Feb-27    1,011    To vest on schedule

Performance Based Restricted Stock Awards

 

# of Shares    Granted    End Date    Shares subject to Vest*       

29,126

    Feb-22    31-Dec-24      29,126      2024 is year 3

38,355

    Feb-23    31-Dec-25      38,355      2025 is year 3

21,451

    Feb-24    31-Dec-26      14,302      2025 is year 2

 

*

subject to Total Shareholder Return performance in accordance with LTIP

October 1, 2024

VIA HAND DELIVERY

Re: Notice of Retirement

Robert A. Hickey

Chief Legal Officer and Secretary

Bowman Consulting Group Ltd.

Dear Bob,

As we have discussed, I am offering my notice of Retirement effective January 3, 2025. “Retirement” and my offer of retirement is subject to all conditions outlined in your attached letter. Likewise, I am resigning as President of the Company and as a Director of the Company effective October 4, 2024, subject to all conditions outlined in your attached letter.

I look forward to continuing to assist with the leadership transition until my retirement date and through the consulting period. Thank you for all your assistance.

 

/s/ Mike Bruen
Mike Bruen

Exhibit 99.1

 

LOGO

FOR IMMEDIATE RELEASE

Bowman Announces Planned Retirement of Michael Bruen

October 7, 2024, Reston, VA - Bowman Consulting Group Ltd. (the Company or Bowman) (NASDAQ: BWMN), a national engineering services firm delivering infrastructure design solutions and project management services to customers who own, develop and maintain the built environment, today announced that Michael Bruen notified the Company of his planned retirement, effective as of January 3, 2025, and his resignation as President of the Company and as a member of the Company’s board of directors, effective as of October 4, 2024. For the period between Mr. Bruen’s resignation as President and a director and his retirement, Mr. Bruen has agreed to serve as an Executive Advisor to the Company’s Chief Executive Officer to assist in the distribution of his day-to-day responsibilities to other Company executives. Commencing upon his retirement, Mr. Bruen will serve as an independent advisor to the Company under the terms of a short-term consulting arrangement. Mr. Bruen’s retirement and resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

“We want to thank Mike for his service to Bowman in a variety of important leadership roles,” said Gary Bowman, chairman and CEO of Bowman. “During his nearly 30-year career at Bowman, Mike helped lead the Company through significant growth and market diversification. His retirement from leadership, and the transition of responsibilities, is a natural part of our continuing evolution as a leading engineering services and infrastructure solutions company. We all wish Mike well in this next chapter of his life.”

About Bowman Consulting Group Ltd.

Headquartered in Reston, Virginia, Bowman is a national engineering services firm delivering infrastructure solutions to customers who own, develop and maintain the built environment. With over 2,200 employees in more than 90 locations throughout the United States, Bowman provides a variety of planning, engineering, geospatial, construction management, commissioning, environmental consulting, land procurement and other technical services to customers operating in a diverse set of regulated end markets. Bowman trades on the Nasdaq under the symbol BWMN. For more information, visit bowman.com or investors.bowman.com.

General Media Contact:

Christina Nichols

cnichols@bowman.com

Investor Relations Contacts:

Bruce Labovitz    Betsy Patterson
blabovitz@bowman.com    bpatterson@bowman.com