Bandwidth Inc. DEF 14A Filing

TL;DR

<b>Bandwidth Inc. filed its DEF 14A proxy statement on April 9, 2024, detailing executive compensation and corporate governance for the period ending May 23, 2024.</b>

AI Summary

Bandwidth Inc. (BAND) filed a Proxy Statement (DEF 14A) with the SEC on April 9, 2024. Bandwidth Inc. filed a DEF 14A with the SEC on April 9, 2024. The filing covers the period ending May 23, 2024. The company's fiscal year ends on December 31. Bandwidth Inc. is incorporated in Delaware. The filing includes detailed information on executive compensation adjustments for the fiscal year 2023.

Why It Matters

For investors and stakeholders tracking Bandwidth Inc., this filing contains several important signals. This DEF 14A filing is crucial for shareholders to understand executive compensation structures and vote on related proposals at the upcoming annual meeting. The detailed breakdown of compensation adjustments provides transparency into how executive pay is determined based on performance and stock awards.

Risk Assessment

Risk Level: — Bandwidth Inc. shows moderate risk based on this filing. The filing is a routine DEF 14A, providing standard disclosures on executive compensation and corporate governance, with no immediate red flags.

Analyst Insight

Shareholders should review the executive compensation details and voting recommendations before the annual meeting.

Key Numbers

• 2023-01-01 — Fiscal Year Start (Reporting period for compensation adjustments)
• 2023-12-31 — Fiscal Year End (Reporting period for compensation adjustments)

Key Players & Entities

• Bandwidth Inc. (company) — Filer name
• 2024-04-09 (date) — Filing date
• 2024-05-23 (date) — Period of report
• DE (jurisdiction) — State of incorporation
• 2230 BANDMATE WAY (address) — Business address
• RALEIGH (location) — City in business address
• NC (location) — State in business address
• 27607 (postal_code) — ZIP code in business address

FAQ

Industry Context

Bandwidth Inc. operates in the cloud communications platform as a service (CPaaS) industry, providing voice, messaging, and emergency services.

Regulatory Implications

The DEF 14A filing is a requirement under the Securities Exchange Act of 1934, mandating public companies to provide shareholders with information before their annual meetings.

What Investors Should Do

1. Review the detailed executive compensation tables and justifications.
2. Understand the proposals being put forth for shareholder vote.
3. Assess the company's corporate governance practices as outlined in the filing.

Key Dates

• 2024-04-09: Filing Date — Submission of the DEF 14A proxy statement.
• 2024-05-23: Period of Report End Date — Defines the scope of information presented in the filing.

Year-Over-Year Comparison

This is the initial DEF 14A filing for the 2024 proxy season, providing updated information compared to previous filings.

Filing Documents

• d702139ddef14a.htm (DEF 14A) — 856KB
• g702139dsp001.jpg (GRAPHIC) — 213KB
• g702139dsp002.jpg (GRAPHIC) — 100KB
• g702139g02o51.jpg (GRAPHIC) — 20KB
• g702139g05i04.jpg (GRAPHIC) — 23KB
• g702139g50w55.jpg (GRAPHIC) — 27KB
• g702139g54k01.jpg (GRAPHIC) — 122KB
• g702139g55k01.jpg (GRAPHIC) — 111KB
• g702139g55k02.jpg (GRAPHIC) — 113KB
• 0001193125-24-090888.txt (&nbsp;) — 3257KB
• band-20231231.xsd (EX-101.SCH) — 6KB
• band-20231231_def.xml (EX-101.DEF) — 7KB
• band-20231231_lab.xml (EX-101.LAB) — 11KB
• band-20231231_pre.xml (EX-101.PRE) — 6KB
• d702139ddef14a_htm.xml (XML) — 104KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 24 Compensation Discussion and Analysis 24 Overview 24 Executive Summary 24 Summary of 2023 Performance 24 2023 Executive Compensation Highlights 25 Objectives, Philosophy and Elements of Executive Compensation 26 How We Determine Executive Compensation 28 Factors Used in Determining Executive Compensation 30 2023 Executive Compensation Program 30 Employment Agreements with Named Executive Officers 33 Equity Benefit Plans 37 Other Features of Our Executive Compensation Program 37 Tax and Accounting Implications 38 Clawback Matters and Insider Trading Policy 38 Analysis of Risks Presented by Our Compensation Policies and Programs 38 COMPENSATION COMMITTEE REPORT 39

EXECUTIVE COMPENSATION INFORMATION

EXECUTIVE COMPENSATION INFORMATION 40 Summary Compensation Table 40 2023 Grants of Plan-Based Awards 41 Outstanding Equity Awards at 2023 Fiscal Year-End 42 Option Exercises and Stock Vested in 2023 44 2023 Pension Benefits 44 2023 Nonqualified Deferred Compensation 44 Potential Payments upon Termination or Change in Control 45 2023 CEO Pay Ratio 46 PAY VERSUS PERFORMANCE 47 2023 Pay Versus Performance Table 47 Narrative Disclosure to Pay Versus Performance Table 49 ii DIRECTOR COMPENSATION 52 Non-Employee Director Compensation Program 52 2023 Director Compensation 53 EQUITY COMPENSATION PLAN INFORMATION 54

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 55 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 57 Transactions with Relay 57 Other Transactions 58 Policies and Procedures for Related Party Transactions 58 OTHER MATTERS 59 Delinquent Section 16(a) Reports 59 2023 Annual Report and SEC Filings 59 iii BANDWIDTH INC. PROXY STATEMENT FOR 2024 ANNUAL MEETING OF STOCKHOLDERS PROCEDURAL MATTERS This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 2024 annual meeting of stockholders of Bandwidth Inc., a Delaware corporation (the " Company "), and any postponements, adjournments or continuations thereof (the " Annual Meeting "). The Annual Meeting will be held virtually on Thursday, May 23, 2024, at 9:30 a.m. Eastern Time. You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions during the live webcast of the meeting by registering in advance at www.proxydocs.com/BAND before 9:30 a.m. Eastern Time on May 22, 2024 and entering your control number located on your proxy card or Notice (as defined below). Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting. The Notice of Internet Availability of Proxy Materials (the " Notice ") containing instructions on how to access this proxy statement and our annual report is first being mailed on or about April 9, 2024 to all stockholders entitled to vote at the Annual Meeting. The information provided in the "question and answer" format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our w

View Full Filing

View this DEF 14A filing on SEC EDGAR