Class A Common Stock, par value $0.001 per share
- Symbol
- BAND
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Current
Current Report · Items 5.02, 9.01 · 8-K
Bandwidth Inc.
BANDNASDAQEQUITYCurrent
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of a New Director On October 28, 2026, the Board of Directors (the “Board”) of Bandwidth Inc. (the “Company”) expanded the size of the Board from 5 members to 6 members. The Board appointed Mr. Charles R.…
Press release in this filing
Bandwidth Appoints Chip Schroeder to Board of Directors →Recent company filings
- 10-Q filingOct 29, 2026
- Entry into a Material Definitive Agreement · Results of Operations and Financial Condition · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet ArrangementOct 29, 2026
- Regulation FD DisclosureSep 15, 2026
- Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD DisclosureSep 4, 2026
- 4 filingSep 1, 2026
Registered securities in this filing
BANDWIDTH INC. · 8-K · Filed 2026-10-29
Disclosure sections
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of a New Director
On October 28, 2026, the Board of Directors (the “Board”) of Bandwidth Inc. (the “Company”) expanded the size of the Board from 5 members to 6 members. The Board appointed Mr. Charles R. Schroeder to fill the resulting vacancy and to serve as a Class II director on the Board, with such appointment becoming effective immediately. The Board has not yet determined the committee(s), if any, to which Mr. Schroeder will be named.
Based upon information requested from and provided by Mr. Schroeder concerning his background, employment and affiliations, including family relationships, the Board determined that Mr. Schroeder does not have any relationships that would interfere with his exercise of independent judgment in carrying out the responsibilities of a director and that he is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements of the NASDAQ Global Select Market. There are no arrangements or understandings between Mr. Schroeder and any other person pursuant to which he was selected as a director. Neither Mr. Schroeder nor any of his immediate family members is a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment, Mr. Schroeder will participate in the same non-employee director compensation program applicable to the Board’s other non-employee directors. Mr. Schroeder will receive grants of restricted stock units representing shares of the Company’s Class A common stock, consistent with the grants to the other non-employee directors of the Company. Additional information regarding the Company’s non-employee director compensation program can be found in the Company’s most recent proxy statement, which was filed with the SEC on April 14, 2026. Mr. Schroeder has executed a customary Indemnification and Advancement Agreement with the Company, in the form filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K, filed February 19, 2026.
On October 29, 2026, the Company issued a press release announcing the appointment of Mr. Schroeder to the Board, effective October 28, 2026. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.