Bandwidth (BAND) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 29, 2025, to elect directors, approve an amended incentive plan, ratify the auditor, and hold an advisory vote on executive compensation.

• Shareholders of record as of April 2, 2025, are eligible to vote, with Class A shares having one vote and Class B shares ten votes each.

• The board recommends voting in favor of all proposals, including director elections, the incentive plan, auditor ratification, and executive compensation.

Voting matters and shareholder proposals

• Proposals include electing two Class II directors, approving the Third Amended and Restated 2017 Incentive Award Plan, ratifying Ernst & Young LLP as auditor, and an advisory vote on executive compensation.

• Shareholders may submit proposals for the 2026 meeting by December 16, 2025, and director nominations between January 29 and February 28, 2026.

• The board recommends a vote “FOR” all proposals.

Board of directors and corporate governance

• The board consists of six directors in three staggered classes; four are independent under Nasdaq and SEC rules.

• Board leadership combines the roles of CEO and Chairman, with independent directors leading key committees.

• The board held eight meetings in 2024, with all directors attending at least 75% of meetings.

• No standing nominating committee; independent directors recommend nominees.

• Annual self-evaluations are conducted for the board and committees.