Bowhead Specialty (BOW) Proxy filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a merger agreement where all outstanding shares will be acquired for $34.00 per share in cash, resulting in the company becoming a wholly owned subsidiary of the acquirer and ceasing to be publicly traded.

• The merger consideration represents an 11% premium over the unaffected share price and a 12% premium over the 30-day VWAP prior to announcement.

• The board, excluding recused directors, unanimously recommends approval after a thorough process, including outreach to 11 potential buyers and negotiation of improved terms.

• Both Ardea Partners and KBW provided fairness opinions supporting the financial terms of the merger.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) the merger proposal, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) the adjournment proposal to solicit additional proxies if needed.

• Approval of the merger requires a majority of all shares and a majority of shares held by unaffiliated shareholders (excluding the acquirer and recused directors).

• Failure to vote is counted as a vote against the merger proposal.

Board of directors and corporate governance

• The board consists of ten members, with six non-recused directors making all decisions regarding the merger.

• Recused directors include those with ties to the acquirer; a transaction committee was formed to oversee negotiations.

• The board retained independent legal and financial advisors and conducted multiple meetings to evaluate the transaction.