Good day, and welcome to the Bowhead Specialty Holdings Inc. special meeting. I will now turn the conference over to Stephen Sills, Founder and Chief Executive Officer. Please go ahead.
Good morning, everyone, and welcome to this special meeting of stockholders of Bowhead Specialty Holdings Inc. My name is Stephen Sills, and I'm the Founder and Chief Executive Officer of Bowhead and a Member of its Board of Directors. I will serve as the Chair of today's meeting. Thank you for your interest and attendance at today's meeting. With me today is Matt Crusey, Bowhead Secretary and General Counsel. Matt will act as Secretary of today's meeting. Also present is James Raitt of American Election Services, who will be acting as the Inspector of Election for today's meeting. The inspector's principal obligation is to determine and certify the results of voting. I will preside over today's meeting. The time is now 9:01 A.M. Eastern Time on November 13, 2026, and I hereby call this meeting to order.
Please note that the agenda and rules of conduct for this meeting are available to you on the virtual platform. I encourage you to read these documents. As outlined in the rules of conduct, please submit any questions through the virtual platform. As described in detail in the notice of the special meeting of stockholders and in our definitive proxy statement filed with the SEC on October 14, 2026, and company proxy supplement, the Board of Directors has approved the following three proposals to be considered and voted upon at today's meeting.
First, a proposal to approve and adopt the agreement and plan of merger dated as of August 2, 2026, by and among American Family Mutual Insurance Company, S.I., Trident Superior Inc., and Bowhead, and approve the transactions contemplated by the merger agreement, including the merger, and which proposal is referred to throughout this meeting as the Merger Proposal.
Second, a proposal to approve, on a non-binding advisory basis, the compensation that will or may become payable to Bowhead's named executive officers that is based on or otherwise relates to the merger as disclosed pursuant to Item 402(t) of Regulation S-K of the U.S. Securities and Exchange Commission, and which proposal is referred to throughout this meeting as the Compensation Advisory Proposal. Third, a proposal to approve the adjournment or postponement of this meeting, if necessary, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal, and which proposal is referred to throughout this meeting as the Adjournment Proposal. The Secretary will now report on the mailing of the notice of the special meeting of stockholders and whether a quorum is present.
I have at this meeting a copy of the notice of the special meeting of the stockholders, which states the time, place, and purpose of this meeting, and the affidavit of distribution from Broadridge Financial Solutions, Inc. The affidavit attests to the fact that the notices of the meeting were mailed and deposited with the United States Post Office commencing on October 14, 2026. The notice and the affidavit will be incorporated into the minute book of Bowhead as part of the minutes of this meeting. James Raitt of American Election Services has been appointed to act as the Inspector of Election at this meeting and has sworn the inspector's oath. We will file this oath with the records of the meeting.
I have been informed by the Inspector of Election that there are persons present holding at least a majority in voting power of the outstanding shares of the stock entitled to vote at this meeting. This constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting. Before we begin with the formal business of the meeting, I will review the procedures that will be followed during today's meeting. After the presentation of the agenda items, Stephen Sills will open the floor for questions and comments submitted via the virtual platform. In order to ensure that the business of the meeting proceeds in an orderly fashion, please limit your comments to the agenda items being considered. Questions or comments regarding any of the proposals may be submitted through the virtual platform.
Following the announcement of the preliminary results of voting, the meeting will be concluded.
We will now proceed with the formal business of the meeting. There are three items of business on today's agenda. Proposal one, the Merger Proposal. The first item of business is voting to approve and adopt the agreement and plan of merger dated as of August 2, 2026, by and among American Family Mutual Insurance Company, S.I., Trident Superior Inc., and Bowhead, and approve the transactions contemplated by the merger agreement, including the merger, and which proposal is referred to throughout this meeting as the Merger Proposal. As described in the proxy statement, approval of the Merger Proposal requires satisfaction of two separate voting requirements. First, the Merger Proposal must be approved by the holders of at least a majority of all issued and outstanding common shares of Bowhead.
Second, the Merger Proposal must be approved by the holders of at least a majority of the issued and outstanding common shares of Bowhead owned by the stockholders, excluding American Family Mutual Insurance Company, S.I., and its subsidiaries, and the Recused Directors. The Recused Directors are, together from and after July 1, 2026, Fabian Fondriest, David Holman, Troy Van Beek, and David Foy. Although there are two voting requirements, stockholders are voting on a single proposal, the Merger Proposal. For the Merger Proposal to be approved, both voting requirements must be satisfied. The Board recommends that you vote for the Merger Proposal. Proposal two, the Compensation Advisory Proposal.
The second item of business is voting to approve, on a non-binding advisory basis, the compensation that will or may become payable to Bowhead's named executive officers that is based on or otherwise relates to the merger as disclosed pursuant to Item 402(t) of Regulation S-K of the US Securities and Exchange Commission, and which proposal is referred to throughout this meeting as the Compensation Advisory Proposal. As described in the proxy statement, approval of the Compensation Advisory Proposal requires the affirmative vote of a majority of the common shares present virtually or by proxy at this meeting and entitled to vote at this meeting. This vote will be on a non-binding advisory basis. The Board recommends that you vote for the Compensation Advisory Proposal. Proposal three, the Adjournment Proposal.
The third item of business is voting to approve the adjournment or postponement of this meeting, if necessary, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal, and which proposal is referred to throughout this meeting as the Adjournment Proposal. As described in the proxy statement, approval of the Adjournment Proposal requires the affirmative vote of a majority of the common shares present virtually or by proxy at this meeting and entitled to vote at this meeting. The Board recommends that you vote for the Adjournment Proposal. We will now proceed to the question and comment period with respect to the items on the agenda. If any stockholder would like to make a comment or submit a question regarding any of the proposals, please submit your comment or question through the virtual platform now.
There being no comments or questions relating to the proposals, we will now proceed to voting on the agenda items. The time is now 9:09 A.M. Eastern Time, November 13, 2026, and I now declare the polls open for voting on all items of business. All stockholders as of the close of business on October 12, 2026, are entitled to vote at this meeting. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the virtual platform and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. The polls will close shortly, so I request that you complete your ballots now.
It is now 9:10 A.M. Eastern Time on November 13, 2026. Now that everyone has had the opportunity to vote, I now declare the polls for this special meeting of stockholders of Bowhead closed. I have been advised that the ballots have been tabulated and ask that the Secretary report the preliminary voting results on the proposals. Matt, will you please report the preliminary results of the voting?
Based on the preliminary count of the Inspector of Election, the stockholders have approved the Merger Proposal, and two, the stockholders have approved the Compensation Advisory Proposal. Because the Merger Proposal has received the requisite votes for approval, there is no need to adjourn the meeting. Accordingly, the Adjournment Proposal is moot, and no further action will be taken with respect to that proposal. The Inspector of Election will execute a certificate as to the results of the voting, and the certificate will be filed in the minute books of Bowhead along with the minutes of this meeting. Final vote results will be reported on Form 8-K.
That concludes the formal portion of the meeting. This special meeting of stockholders of Bowhead is now adjourned.
The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.