Bandwidth Inc. (BAND) shareholders approve directors, auditor and annual say-on-pay

Rhea-AI Filing Summary

Bandwidth Inc. reported the results of its 2026 annual stockholder meeting, where four proposals were approved. Stockholders representing 43,495,837 votes, or 87.08% of eligible votes as of the record date, were present, establishing a quorum.

Two Class III directors, David A. Morken and Rebecca G. Bottorff, were elected to serve until the 2029 annual meeting. Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved on an advisory basis the compensation of named executive officers.

Stockholders also approved, on an advisory basis, holding future advisory votes on executive compensation each year. The board determined that the company will hold these say‑on‑pay votes annually until the next required frequency vote, which must occur no later than the 2032 annual meeting.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Quorum votes represented: 43,495,837 votes Quorum percentage: 87.08% of eligible votes Votes for Morken: 33,541,145 votes For +4 more

7 metrics

Quorum votes represented 43,495,837 votes Total votes present, equal to 87.08% of eligible votes

Quorum percentage 87.08% of eligible votes Participation at 2026 annual meeting as of record date

Votes for Morken 33,541,145 votes For Election of Class III director David A. Morken

Votes for Bottorff 31,861,098 votes For Election of Class III director Rebecca G. Bottorff

Auditor ratification For votes 43,322,421 votes For Ratification of Ernst & Young LLP for fiscal year 2026

Executive pay approval For votes 30,884,728 votes For Advisory vote on named executive officers’ compensation

Annual frequency votes 39,327,229 votes for each year Frequency of future advisory votes on executive compensation

Key Terms

Class B common stock, quorum, independent registered public accounting firm, advisory basis, +1 more

5 terms

Class B common stock financial

"holders of the Company’s Class B common stock were entitled to ten votes for each share"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

quorum regulatory

"representing a total of 43,495,837 votes, or 87.08% of the eligible votes as of the Record Date, and constituting a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

independent registered public accounting firm financial

"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory basis regulatory

"approved, on an advisory basis, the compensation of the Company’s named executive officers"

frequency of future advisory votes regulatory

"the frequency with which future advisory votes on the compensation of the Company’s named executive officers will be held"

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Understanding 8-K Material Events →

FALSE000151441600015144162026-05-282026-05-28

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 28, 2026

___________________________________________________

BANDWIDTH INC.

(Exact name of registrant as specified in its charter)

___________________________________________________

Delaware

001-38285

56-2242657

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2230 Bandmate Way

Raleigh, NC 27607

(Address of principal executive offices) (Zip Code)

(800) 808-5150

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

___________________________________________________

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

Class A Common Stock, par value $0.001 per share

BAND

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

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 5.07. Submission of Matters to a Vote of Security Holders.

On May 28, 2026, Bandwidth Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Meeting”). The Company’s stockholders voted on four proposals at the Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 14, 2026. Holders of the Company’s Class A common stock were entitled to one vote for each share held as of the close of business on April 1, 2026 (the “Record Date”) and holders of the Company’s Class B common stock were entitled to ten votes for each share held as of the close of business on the Record Date. The Class A common stock and Class B common stock voted as a single class on all matters. Present at the Meeting in person or by proxy were holders of 23,928,067 shares of Class A common stock and 1,956,777 shares of Class B common stock, together representing a total of 43,495,837 votes, or 87.08% of the eligible votes as of the Record Date, and constituting a quorum. The results with respect to each proposal are set forth below:

Proposal 1 — Election of Directors.

The stockholders elected the persons named below as Class III directors to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified. The results of such vote were:

Nominee						For						Withheld/Abstain						Broker Non-Votes
David A. Morken						33,541,145						7,394,014						2,560,678
Rebecca G. Bottorff						31,861,098						9,074,061						2,560,678

Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm.

The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of such vote were:

For						Against						Withheld/Abstain
43,322,421						153,912						19,504

Proposal 3 — Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers.

The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The results of such vote were:

For						Against						Withheld/Abstain
30,884,728						10,011,929						38,502

Proposal 4 — Approval, on an Advisory Basis, of the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers.

The stockholders approved, on an advisory basis, the frequency with which future advisory votes on the compensation of the Company’s named executive officers will be held. The results of such vote were:

Each Year						Every Two Years						Every Three Years						Withheld/Abstain
39,327,229						20,323						1,526,775						60,832

The Company has considered the outcome of the vote on Proposal 4 and has determined, as was recommended with respect to this proposal by the Company’s board of directors, that the Company will hold future advisory votes on the compensation of the Company’s named executive officers annually until the occurrence of the next advisory vote on the frequency of future advisory votes on the compensation of the named executive officers, required to occur no later than the Company’s 2032 annual meeting of stockholders.

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.

			BANDWIDTH INC.
Date: May 29, 2026			By:			/s/ R. Brandon Asbill
			Name:			R. Brandon Asbill
			Title:			General Counsel and Secretary

FAQ

What did Bandwidth Inc. (BAND) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing two Class III directors, ratifying Ernst & Young LLP as auditor, approving executive compensation on an advisory basis, and choosing the frequency of future advisory votes on executive pay, all of which received stockholder approval.

Were Bandwidth Inc. (BAND) director nominees elected at the 2026 meeting?

Yes. David A. Morken and Rebecca G. Bottorff were elected as Class III directors to serve until the 2029 annual meeting. Their elections received substantially more votes "For" than "Withheld/Abstain," with broker non-votes also reported in the results table.

Did Bandwidth Inc. (BAND) shareholders ratify the company’s independent auditor for 2026?

Yes. Stockholders ratified Ernst & Young LLP as Bandwidth Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 43,322,421 votes For, 153,912 votes Against, and 19,504 votes marked as Withheld/Abstain.

How did Bandwidth Inc. (BAND) shareholders vote on executive compensation in 2026?

Shareholders approved, on an advisory basis, the compensation of the company’s named executive officers. The vote totaled 30,884,728 For, 10,011,929 Against, and 38,502 Withheld/Abstain, indicating majority support for the disclosed executive pay program at the 2026 annual meeting.

How often will Bandwidth Inc. (BAND) hold future advisory votes on executive pay?

Shareholders favored holding advisory votes on executive compensation every year, with 39,327,229 votes for an annual frequency. The board decided the company will hold these votes annually until the next required frequency vote, due no later than the 2032 annual meeting.

What level of shareholder participation was recorded at Bandwidth Inc.’s 2026 annual meeting?

Holders of 23,928,067 Class A shares and 1,956,777 Class B shares were present in person or by proxy. Together they represented 43,495,837 votes, equal to 87.08% of eligible votes as of the record date, establishing a valid quorum for business.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB