Bowman Consulting Group (BWMN) Proxy filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger with Prive Parent, Inc. and Prive Merger Sub, Inc., affiliates of Bernhard Capital Partners, at $43.00 per share in cash.

• The board unanimously recommends voting in favor of the merger and the potential adjournment to solicit more votes if needed.

• If approved, the company will become a wholly owned subsidiary, delist from Nasdaq, and deregister under the Exchange Act.

• The merger consideration represents a 58% premium to the pre-announcement share price.

Voting matters and shareholder proposals

• Shareholders will vote on the Merger Proposal and an Adjournment Proposal to allow more time for vote solicitation if necessary.

• Approval of the merger requires a majority of outstanding shares; adjournment requires a majority of shares present or represented by proxy.

• Support agreements have been signed by key executives representing 15.3% of voting power, committing to vote in favor.

Board of directors and corporate governance

• The board conducted a thorough review of strategic alternatives and engaged in extensive negotiations, securing four price increases from the initial offer.

• The board considered historical engagement with other parties, the certainty of value, and the fairness opinion in its recommendation.

• The board retains the right to change its recommendation under certain circumstances, such as a superior proposal or intervening event.