Bandwidth (BAND) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 28, 2026, with voting on director elections, auditor ratification, executive compensation, and the frequency of future say-on-pay votes.

• Only stockholders of record as of April 1, 2026, are entitled to vote, with Class A shares having one vote and Class B shares ten votes each.

• The board recommends voting for all proposals and for annual say-on-pay votes.

Voting matters and shareholder proposals

• Proposals include electing two Class III directors, ratifying Ernst & Young LLP as auditor, approving executive compensation, and determining the frequency of future say-on-pay votes.

• The board recommends voting for the director nominees, auditor ratification, executive compensation, and annual say-on-pay votes.

• Shareholders may submit proposals or director nominations for the 2027 meeting by specified deadlines and procedures.

Board of directors and corporate governance

• The board consists of five directors in staggered three-year terms, with a majority deemed independent under Nasdaq rules.

• Board committees include audit and compensation, both composed entirely of independent directors.

• The board does not have a standing nominating committee; independent directors recommend nominees.

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

• Stockholders can communicate directly with the board or individual directors.