Washington, D.C. 20549 

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 19, 2022
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
of incorporation)
File Number)
(IRS Employer
Identification No.)
900 Main Campus Drive
Raleigh, NC 27606
(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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.001 per shareBANDNASDAQ 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 19, 2022, Bandwidth Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Meeting”). The Company’s stockholders voted on three 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 5, 2022. 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 March 23, 2022 (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 18,411,128 shares of Class A common stock and 1,956,777 shares of Class B common stock, together representing a total of 37,978,898 votes, or 88.4% 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 II directors to serve until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified. The results of such vote were:
NomineeForWithheld/AbstainBroker Non-Votes
John C. Murdock
Douglas A. Suriano
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, 2022. The results of such vote were:
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:
ForAgainstWithheld/AbstainBroker Non-Votes

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.
Date: May 23, 2022By:/s/ R. Brandon Asbill
Name:R. Brandon Asbill
Title:General Counsel and Secretary