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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 1, 2025
Bowhead Specialty Holdings Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 001-42111 | 87-1433334 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 452 Fifth Avenue New York, New York 10018 | |
| (Address of principal executive offices) | |
| (212) 970-0269 | |
| (Registrant’s telephone number, including area code) | |
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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | BOW | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 under the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company T
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 2.02 Results of Operations and Financial Condition.
On May 6, 2025, Bowhead Specialty Holdings Inc. (the "Company") issued a press release announcing its financial results for the three months ended March 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 1, 2025, the Company held its 2025 annual meeting of stockholders. Results of items presented for voting are listed below.
Proposal 1
The Company's stockholders elected the following Class I directors to serve for a three-year term of office expiring at the 2028 annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification or removal.
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| Name | For | Withheld | Broker Non-Votes |
| Stephen Sills | 27,920,856 | 549,605 | 1,814,128 |
| Tom Baker | 27,768,093 | 702,368 | 1,814,128 |
| Matthew Botein | 23,939,573 | 4,530,888 | 1,814,128 |
| Troy Van Beek | 27,725,008 | 745,453 | 1,814,128 |
Proposal 2
The Company's stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
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| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 30,280,190 | 1,095 | 3,304 | 0 |
Item 7.01 Regulation FD Disclosure.
On May 6, 2025, the Company made available to investors a supplemental presentation containing the Company's results for the three months ended March 31, 2025. This investor presentation is furnished as Exhibit 99.2 hereto. The supplemental report is also available on the Investors section of the Company's website, free of charge, at https://ir.bowheadspecialty.com.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| Exhibit No. | | Description |
| 99.1 | | |
| 99.2 | | |
| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are 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 hereunto duly authorized.
Dated: May 6, 2025
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| By: | /s/ Brad Mulcahey | |
| Name: | Brad Mulcahey | |
| Title: | Chief Financial Officer and Treasurer | |