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.     )

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☐	Soliciting Material under §240.14a-12

BANDWIDTH INC.

 

 

(Name of Registrant as Specified In Its Charter)

 

 

 

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Bandwidth Inc. Important Notice Regarding the Availability of Proxy Materials Stockholders Meeting to be held on May 20, 2021 For Stockholders as of record on March 24, 2021 Have the 12 digit control number located in the shaded box above available when you access the website and follow the instructions. 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: Date: Time: Place: Annual Meeting of Stockholders Thursday, May 20, 2021 09:30 AM, Local Time Virtually at www.proxydocs.com/BAND with pre-registration required and at 900 Main Campus Drive, Suite 100, Raleigh, North Carolina 27606 You must register to attend the meeting online and/or participate at www.proxydocs.com/BAND SEE REVERSE FOR FULL AGENDA INTERNET www.investorelections.com/BAND TELEPHONE (866) 648-8133 * E-MAIL paper@investorelections.com To order paper materials, use one of the following methods. For a convenient way to view proxy materials and VOTE go to www.proxydocs.com/BAND 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 10, 2021. 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 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. P.O. BOX 8016, CARY, NC 27512-9903

Bandwidth Inc. Annual Meeting of Stockholders PROPOSAL 1. Election of Directors 1.01 Brian D. Bailey 1.02 Lukas M. Roush 2. Ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021 3. Advisory approval of the compensation of our named executive officers THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR ON PROPOSALS 1, 2 AND 3