Bandwidth Inc. 8-K

What Happened Bandwidth Inc. (BAND) held its 2026 Annual Meeting of Stockholders on May 28, 2026 and reported the vote results in an 8-K filed May 29, 2026. Holders of 23,928,067 Class A shares and 1,956,777 Class B shares (43,495,837 total votes, or 87.08% of eligible votes) were present in person or by proxy. Stockholders elected two Class III directors (terms expiring 2029), ratified Ernst & Young LLP as auditor for 2026, approved the named executive officers’ compensation on an advisory basis, and approved the frequency of future advisory votes on executive compensation.

Key Details

• Director elections: David A. Morken — For: 33,541,145; Withheld/Abstain: 7,394,014; Broker non-votes: 2,560,678. Rebecca G. Bottorff — For: 31,861,098; Withheld/Abstain: 9,074,061; Broker non-votes: 2,560,678.
• Auditor ratification: Ernst & Young LLP ratified — For: 43,322,421; Against: 153,912; Withheld/Abstain: 19,504.
• Say-on-pay (advisory): Approved — For: 30,884,728; Against: 10,011,929; Withheld/Abstain: 38,502.
• Say-on-frequency (advisory): “Each Year” received 39,327,229 votes; “Every Two Years” 20,323; “Every Three Years” 1,526,775; Withheld/Abstain: 60,832. The company will hold advisory votes on executive compensation annually until the next frequency vote (required no later than the 2032 annual meeting).

Why It Matters These outcomes confirm the board’s director slate and continued engagement with shareholders on governance matters. Ratification of Ernst & Young ensures continuity of the company’s independent auditor for 2026. The advisory approval of executive compensation and the vote to hold annual say-on-pay votes signal shareholder support for current pay practices and a preference for yearly review of executive pay — useful context for investors assessing governance and management accountability.