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. |
|
P.O. BOX 8016, CARY, NC 27512-9903 |
Bandwidth Inc. Important Notice Regarding the Availability of Proxy Materials | |
|
Stockholders Meeting to be held on | ||
| May 18, 2023 | ||
| For Stockholders of record as of March 22, 2023 | ||
| 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. | ||
| To view the proxy materials, and to 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. | ||
| 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. | ||
|
For a convenient way to view proxy materials and VOTE go to www.proxydocs.com/BAND |
| ||
|
Have the 12 digit control number located in the shaded box above available when you access the website and follow the instructions.
|
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 08, 2023.
To order paper materials, use one of the following methods.
|
|
|
| ||||||
| INTERNET | TELEPHONE | |||||||
| www.investorelections.com/BAND | (866) 648-8133 | paper@investorelections.com | ||||||
| When requesting via the Internet or telephone you will need the 12 digit control number located in the shaded box above. |
* If requesting material by e-mail, please send a blank e-mail with the 12 digit control number (located above) in the subject line. No other requests, instructions OR other inquiries should be included with your e-mail requesting material. | |||||||
|
Bandwidth Inc. |
| Meeting Type: Annual Meeting of Stockholders |
| Date: Thursday, May 18, 2023 |
| Time: 9:30 AM, Eastern Time |
| Place: Annual Meeting to be held live via the Internet - please visit |
|
www.proxydocs.com/BAND for more details. |
| To attend the meeting virtually you must pre-register at www.proxydocs.com/BAND |
| SEE REVERSE FOR FULL AGENDA |
Bandwidth Inc.
Annual Meeting of Stockholders
THE BOARD OF DIRECTORS RECOMMENDS A VOTE:
FOR ON PROPOSALS 1, 2, 3 AND 4
PROPOSAL
| 1. | To elect two Class III directors to serve until the Company’s 2026 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 approve the Company’s Second Amended and Restated 2017 Incentive Award Plan; |
| 3. | To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; |
| 4. | To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement; and |
| 5. | The transaction of such other business as may properly come before the meeting. |