Form: 8-K

Current report

May 6, 2025

0002002473false00020024732025-05-012025-05-01

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): May 1, 2025
Bowhead Specialty Holdings Inc.
(Exact name of registrant as specified in its charter)
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:
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.
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.
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
2


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
By: /s/ Brad Mulcahey
Name: Brad Mulcahey
Title: Chief Financial Officer and Treasurer