Bandwidth (BAND) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 28, 2026, to be held virtually for shareholders of record as of April 1, 2026.

• Proxy materials, including the notice, proxy statement, and annual report, are available online, with paper copies available upon request by May 18, 2026.

Voting matters and shareholder proposals

• Election of two Class III directors, David A. Morken and Rebecca G. Bottorff, to serve until the 2029 annual meeting.

• Ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year ending December 31, 2026.

• Advisory vote to approve compensation of named executive officers.

• Advisory vote on the frequency of future say-on-pay votes, with the board recommending every 1 year.

• Provision to transact other business as may properly come before the meeting.

Board of directors and corporate governance

• Board recommends voting for all proposals and supports annual advisory votes on executive compensation.