DEFA14A

DEFA14A 1 d122082ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☒	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

BANDWIDTH INC.

(Name of Registrant as Specified In Its Charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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P.O. BOX 8016, CARY, NC 27512-9903

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Bandwidth Inc. Annual Meeting of Stockholders Thursday, May 28, 2026 9:30 AM, Eastern Time Annual Meeting to be held virtually via the internet - please visit www.proxydocs.com/BAND for more details. To attend the meeting virtually you must pre-register before 9:30 AM Eastern Time on Wednesday, May 27, 2026 at www.proxydocs.com/BAND For a convenient way to view proxy materials, VOTE, and obtain directions to attend the meeting go to www.proxydocs.com/BAND To vote your proxy while visiting this site, you will need the 12 digit control number in the box below. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. This is not a ballot. You cannot use this notice to vote your shares. We encourage you to access and review all of the important information contained in the proxy materials before voting. Under United States Securities and Exchange Commission rules, proxy materials do not have to be delivered in paper. Proxy materials can be distributed by making them available on the internet. If you want to receive a paper or e-mail copy of the proxy material, you must request one. There is no charge to you for requesting a copy. In order to receive a paper package in time for this year’s meeting, you must make this request on or before May 18, 2026.				Meeting Materials: Notice of Meeting and Proxy Statement & Annual Report on Form 10-K Important Notice Regarding the Availability of Proxy Materials For The Annual Meeting of Stockholders To Be Held On May 28, 2026 For Stockholders Of Record As Of April 1, 2026 To order paper materials, use one of the following methods. Internet: www.investorelections.com/BAND Call: 1-866-648-8133 Email: paper@investorelections.com If requesting material by e-mail, please send a blank e-mail with the 12 digit control number (located below) in the subject line. No other requests, instructions OR other inquiries should be included with your e-mail requesting material


				Have the 12 digit control number located in the box above available when you access the website and follow the instructions. has context menu
SEE REVERSE FOR FULL AGENDA


		Bandwidth Inc. Annual Meeting of Stockholders

THE BOARD OF DIRECTORS RECOMMENDS A VOTE:

FOR ON PROPOSALS 1, 2, AND 3

THE BOARD RECOMMENDS THAT AN ADVISORY VOTE ON THE COMPENSATION FOR NAMED EXECUTIVE OFFICERS BE HELD EVERY 1 YEAR.


		PROPOSAL

1.		To elect two Class III directors to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified;

		1.01 David A. Morken

		1.02 Rebecca G. Bottorff

2.		To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026;

3.		To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement;

4.		To vote, on an advisory basis, on the frequency of future advisory votes on the compensation of the named executive officers; and

5.		To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

SEC Form DEFA14A filed by Bandwidth Inc.