UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

BANDWIDTH INC.

(Name of Registrant as Specified In Its Charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

P.O. BOX 8016, CARY, NC 27512-9903	Bandwidth Inc. Important Notice Regarding the Availability of Proxy Materials
	Stockholders Meeting to be held on
	May 18, 2023
	For Stockholders of record as of March 22, 2023
	This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. This is not a ballot. You cannot use this notice to vote your shares. We encourage you to access and review all of the important information contained in the proxy materials before voting.
	To view the proxy materials, and to obtain directions to attend the meeting, go to: www.proxydocs.com/BAND
	To vote your proxy while visiting this site, you will need the 12 digit control number in the box below.
	Under United States Securities and Exchange Commission rules, proxy materials do not have to be delivered in paper. Proxy materials can be distributed by making them available on the internet.

	For a convenient way to view proxy materials and VOTE go to www.proxydocs.com/BAND
	Have the 12 digit control number located in the shaded box above available when you access the website and follow the instructions.

If you want to receive a paper or e-mail copy of the proxy material, you must request one. There

is no charge to you for requesting a copy. In order to receive a paper package in time for this

year’s meeting, you must make this request on or before May 08, 2023.

To order paper materials, use one of the following methods.

INTERNET	TELEPHONE	* E-MAIL
www.investorelections.com/BAND	(866) 648-8133	paper@investorelections.com
When requesting via the Internet or telephone you will need the 12 digit control number located in the shaded box above.		* If requesting material by e-mail, please send a blank e-mail with the 12 digit control number (located above) in the subject line. No other requests, instructions OR other inquiries should be included with your e-mail requesting material.

Bandwidth Inc.

  Meeting Type:     Annual Meeting of Stockholders

  Date:      Thursday, May 18, 2023

  Time:     9:30 AM, Eastern Time

  Place:    Annual Meeting to be held live via the Internet - please visit

 www.proxydocs.com/BAND for more details.

  To attend the meeting virtually you must pre-register at www.proxydocs.com/BAND

SEE REVERSE FOR FULL AGENDA

Bandwidth Inc.

Annual Meeting of Stockholders

THE BOARD OF DIRECTORS RECOMMENDS A VOTE:

FOR ON PROPOSALS 1, 2, 3 AND 4

PROPOSAL

1. To elect two Class III directors to serve until the Company’s 2026 annual meeting of stockholders and until their successors are duly elected and qualified;

1.01 David A. Morken

1.02 Rebecca G. Bottorff

2. To approve the Company’s Second Amended and Restated 2017 Incentive Award Plan;

3. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023;

4. To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement; and

5. The transaction of such other business as may properly come before the meeting.