Bandwidth Inc. — Proxy Solicitation & Information Statement 2022

Apr 5, 2022

DEFA14A 1 d253873ddefa14a.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.

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 19, 2022 For Stockholders of record as of March 23, 2022 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.

●
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 09, 2022.

To order paper materials, use one of the following methods.

INTERNET www.investorelections.com/BAND TELEPHONE (866) 648-8133 * E-MAIL 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: 2022 Annual Meeting of Stockholders Date: Thursday, May 19, 2022 Time: 9:30 AM, Eastern Time Place: Virtually at www.proxydocs.com/BAND with pre-registration required, and at 900 Main Campus Drive, Suite 100, Raleigh, North Carolina 27606 To attend the meeting virtually you must pre-register at www.proxydocs.com/BAND SEE REVERSE FOR FULL AGENDA

Bandwidth Inc.

2022 Annual Meeting of Stockholders

THE BOARD OF DIRECTORS RECOMMENDS A VOTE:

FOR ON PROPOSALS 1, 2 AND 3

PROPOSAL

1. Election of 2 Class II Directors to serve until the 2025 annual meeting of stockholders.

1.01. John C. Murdock

1.02 Douglas A. Suriano

1. Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2022.

2. Approval, on advisory basis, of named executive officer compensation in 2022.