BANDWIDTH INC CLASS A (BAND)
Sector: Communication
2026 Annual Meeting Analysis
BANDWIDTH INC CLASS A · Meeting: May 28, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Two Class III Directors
Morken is the co-founder and CEO with a director tenure since 2001; the stock's 3-year price return of 473.6% is strongly positive, and even applying the named peer group TSR trigger for the strong-positive tier (requiring more than 65 percentage points of underperformance versus the peer median), there is no evidence of such underperformance given the company's exceptional recent stock performance, so no TSR trigger fires; no overboarding, attendance, or independence concerns apply to his director role.
Bottorff has served as a director since January 2022, placing her tenure at just over four years; the stock's 3-year return of 473.6% is strongly positive and no TSR underperformance trigger fires; she serves as Chief People Officer and her board role as an employee director raises no independence concerns for the committees she does not serve on, and attendance was reported as satisfactory.
Both Class III nominees — CEO David Morken and Chief People Officer Rebecca Bottorff — pass all policy screens. The company's 3-year stock return of 473.6% is exceptional and no TSR underperformance trigger applies. Neither director is overboarded, and all attendance requirements were met. Both receive a FOR vote determination.
Say on Pay
✓ FORCEO
David A. Morken
Total Comp
$7,558,096
Prior Support
80%%
The prior say-on-pay vote received approximately 80% support at the May 2025 annual meeting, which is comfortably above the 70% threshold that would require a response; the CEO's total compensation of $7,558,096 is within a reasonable range for the CEO of a $2.4 billion Information Technology company, and the pay mix is heavily weighted toward variable compensation — the proxy states 93% of the CEO's target total pay is performance-linked, well above the 50-60% minimum required by policy. The pay-for-performance alignment is strong: the company delivered a 473.6% three-year price return and the annual bonus was tied to measurable corporate objectives (Adjusted EBITDA, Non-GAAP Gross Margin, and Revenue) that the company achieved at 103.6% of target; equity awards are standard time-vesting RSUs aligned with shareholder value, and a formal clawback policy compliant with Nasdaq listing standards is in place.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,106,463
Non-Audit Fees
$123,566
The non-audit fees of $123,566 represent approximately 5.9% of audit fees of $2,106,463, which is well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire; Ernst & Young is a Big 4 firm appropriate for a $2.4 billion market cap company; no material restatements are disclosed.
Actual Vote Results
Meeting held May 28, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| David A. Morken | 81.9% | 33.5M | 7.4M | ✓ Elected |
| Rebecca G. Bottorff | 77.8% | 31.9M | 9.1M | ✓ Elected |
Say on Pay
For 30.9M · Against 10.0M · Abstain 38,502
Auditor Ratification
For 43.3M · Against 153,912 · Abstain 19,504
Other Proposals
Proposal 4
Approval, on an Advisory Basis, of the Frequency of Future Advisory Votes on the Compensation of the Company's Named Executive Officers
Overall Assessment
The 2026 Bandwidth annual meeting ballot is straightforward: two incumbent directors are up for re-election with no governance concerns, the auditor (Ernst & Young) passes all independence and fee tests, and the say-on-pay program reflects strong performance alignment with 93% variable pay for the CEO and an exceptional 3-year stock return. All proposals receive a FOR vote determination under the applicable policy screens.