Bowhead Specialty (BOW) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 1, 2025, to elect four Class I directors and ratify the appointment of PricewaterhouseCoopers LLP as the independent auditor for 2025.

• Shareholders of record as of March 7, 2025, are entitled to vote, with each share of common stock carrying one vote.

• The board currently consists of ten members, with staggered three-year terms for directors.

Voting matters and shareholder proposals

• Proposals include electing four Class I directors for terms expiring in 2028 and ratifying PricewaterhouseCoopers LLP as auditor.

• Shareholders may submit proposals for the 2026 annual meeting by November 19, 2025, for inclusion in the proxy statement.

• Proxy voting is available online, by phone, or by mail, with a deadline of April 30, 2025, for internet voting.

Board of directors and corporate governance

• The board is divided into three classes, with Class I up for election in 2025; directors are nominated by the CNCG Committee, which considers diversity, experience, and integrity.

• Four directors (Tom Baker, Angela Brock-Kyle, David Foy, Ava Schnidman) are deemed independent under NYSE standards.

• The board is chaired by Matthew Botein, with Stephen Sills as CEO; separation of chair and CEO roles is preferred for independence.

• The Audit Committee and CNCG Committee oversee financial reporting, risk, compensation, and governance.