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Compiled from SEC Form N-PX filings and BANDWIDTH INC.’s Form 8-K, filed May 28, 2024 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of May 23, 2024: 4 items on BANDWIDTH INC.’s Form 8-K, filed May 28, 2024: 2 elected · 2 approved.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Explore BANDWIDTH INC. in the interactive database Compare manager voting policies
These tallies are BANDWIDTH INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 28, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Brian D. Bailey | 24,499,306 | -- | -- | 9,960,301 | 4,052,604 | 71% | Elected | — |
| Elect Director: Lukas M. Roush | 27,895,738 | -- | -- | 6,733,954 | 3,882,519 | 81% | Elected | — |
| 2. Ratification of Appointment of Independent Registered Public Accounting Firm | 38,467,760 | 25,744 | 18,707 | -- | -- | 99.9% | Approved | — |
| 3. Approval, on an Advisory Basis, of the Compensation of the Company's Named Executive Officers | 27,684,330 | 6,907,838 | 38,891 | -- | -- | 80% | Approved | — |
Source: BANDWIDTH INC., Form 8-K, filed with the SEC on May 28, 2024 — read the filing on EDGAR.
Each item below shows how the 180 asset managers that disclosed a BANDWIDTH INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.
Combines 5 wordings of this item as funds reported it.
71% Majority: yes · of votes cast
Description as filed by funds: Elect two Class I directors to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified: Brian D. Bailey
BANDWIDTH INC.’s own tally for this item (“Elect Director: Brian D. Bailey”): 24,499,306 for, 9,960,301 withheld, per its Form 8-K filed May 28, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The stockholders elected the persons named below as Class I directors to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified.”
Support: 71% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,510,463 | 0 | 0 | 0 | For |
| BlackRock | 0 | 0 | 0 | 1,180,788 | Withhold |
| Dimensional | 0 | 0 | 0 | 833,619 | Withhold |
| Fidelity | 0 | 0 | 0 | 774,289 | Withhold |
| TIAA | 0 | 0 | 0 | 670,067 | Withhold |
| BNY Mellon | 0 | 0 | 0 | 346,104 | Withhold |
| Columbia Threadneedle | 319,453 | 0 | 0 | 0 | For |
| Charles Schwab | 0 | 0 | 0 | 182,335 | Withhold |
| Invesco | 114,660 | 0 | 0 | 0 | For |
| Victory Capital | 0 | 0 | 0 | 92,707 | Withhold |
| Nationwide | 0 | 0 | 0 | 74,708 | Withhold |
| QUANTITATIVE MASTER SERIES LLC | 0 | 0 | 0 | 40,690 | Withhold |
| Thrivent | 0 | 0 | 0 | 38,746 | Withhold |
| Equitable | 0 | 0 | 0 | 38,597 | Withhold |
| State Street | 15 | 0 | 0 | 29,027 | Withhold |
| Voya | 28,468 | 0 | 0 | 0 | For |
| Lincoln Financial | 0 | 0 | 0 | 27,442 | Withhold |
| Goldman Sachs | 0 | 0 | 0 | 24,581 | Withhold |
| Northern Trust | 0 | 0 | 0 | 21,912 | Withhold |
| Putnam | 0 | 0 | 0 | 21,805 | Withhold |
| GuideStone | 0 | 0 | 0 | 21,574 | Withhold |
| PACE SELECT ADVISORS TRUST | 0 | 0 | 0 | 21,224 | Withhold |
| Brighthouse | 0 | 0 | 0 | 21,132 | Withhold |
| Russell Investments | 19,741 | 0 | 0 | 0 | For |
| SEI | 0 | 0 | 0 | 19,200 | Withhold |
Fund voting reports, all 54 managers: 2,001,799 for, 4,623,407 withheld. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Keel Point, LLC | 0 | 414,878 | 0 | 0 | Against |
| Berkeley Capital Partners, LLC | 16 | 0 | 0 | 0 | For |
Institutional-manager reports, all 2 managers: 16 for, 414,878 against.
Combines 5 wordings of this item as funds reported it.
81% Majority: yes · of votes cast
Description as filed by funds: Elect two Class I directors to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified: Lukas M. Roush
BANDWIDTH INC.’s own tally for this item (“Elect Director: Lukas M. Roush”): 27,895,738 for, 6,733,954 withheld, per its Form 8-K filed May 28, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The stockholders elected the persons named below as Class I directors to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified.”
Support: 81% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,510,463 | 0 | 0 | 0 | For |
| BlackRock | 1,180,788 | 0 | 0 | 0 | For |
| Dimensional | 0 | 0 | 0 | 833,619 | Withhold |
| Fidelity | 491,296 | 0 | 0 | 282,993 | Mixed |
| TIAA | 0 | 0 | 0 | 670,067 | Withhold |
| BNY Mellon | 0 | 0 | 0 | 346,104 | Withhold |
| Columbia Threadneedle | 319,453 | 0 | 0 | 0 | For |
| Charles Schwab | 182,335 | 0 | 0 | 0 | For |
| Invesco | 114,660 | 0 | 0 | 0 | For |
| Victory Capital | 0 | 0 | 0 | 92,707 | Withhold |
| Nationwide | 0 | 0 | 0 | 74,708 | Withhold |
| QUANTITATIVE MASTER SERIES LLC | 40,690 | 0 | 0 | 0 | For |
| Thrivent | 0 | 0 | 0 | 38,746 | Withhold |
| Equitable | 7,657 | 0 | 0 | 30,940 | Mixed |
| State Street | 29,019 | 0 | 0 | 23 | For |
| Voya | 28,468 | 0 | 0 | 0 | For |
| Lincoln Financial | 20,400 | 0 | 0 | 7,042 | Mixed |
| Goldman Sachs | 0 | 0 | 0 | 24,581 | Withhold |
| Northern Trust | 21,912 | 0 | 0 | 0 | For |
| Putnam | 0 | 0 | 0 | 21,805 | Withhold |
| GuideStone | 0 | 0 | 0 | 21,574 | Withhold |
| PACE SELECT ADVISORS TRUST | 0 | 0 | 0 | 21,224 | Withhold |
| Brighthouse | 0 | 0 | 0 | 21,132 | Withhold |
| Russell Investments | 19,741 | 0 | 0 | 0 | For |
| SEI | 19,200 | 0 | 0 | 0 | For |
Fund voting reports, all 54 managers: 4,045,060 for, 2,580,146 withheld. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Keel Point, LLC | 0 | 414,878 | 0 | 0 | Against |
| Berkeley Capital Partners, LLC | 16 | 0 | 0 | 0 | For |
Institutional-manager reports, all 2 managers: 16 for, 414,878 against.
Combines 9 wordings of this item as funds reported it.
80% Approved · of votes cast
Description as filed by funds: To approve, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement; and
BANDWIDTH INC.’s own tally for this item (“3. Approval, on an Advisory Basis, of the Compensation of the Company's Named Executive Officers”): 27,684,330 for, 6,907,838 against — passed, per its Form 8-K filed May 28, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The stockholders approved, on an advisory basis, the compensation of the Company's named executive officers.”
Support: 80% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,510,463 | 0 | 0 | 0 | For |
| BlackRock | 1,180,788 | 0 | 0 | 0 | For |
| Dimensional | 0 | 833,619 | 0 | 0 | Against |
| Fidelity | 14,245 | 760,044 | 0 | 0 | Against |
| TIAA | 0 | 670,067 | 0 | 0 | Against |
| BNY Mellon | 0 | 346,104 | 0 | 0 | Against |
| Columbia Threadneedle | 319,453 | 0 | 0 | 0 | For |
| Charles Schwab | 182,335 | 0 | 0 | 0 | For |
| Invesco | 0 | 114,660 | 0 | 0 | Against |
| Victory Capital | 0 | 92,707 | 0 | 0 | Against |
| Nationwide | 0 | 74,708 | 0 | 0 | Against |
| QUANTITATIVE MASTER SERIES LLC | 40,690 | 0 | 0 | 0 | For |
| Thrivent | 0 | 38,746 | 0 | 0 | Against |
| Equitable | 7,657 | 30,940 | 0 | 0 | Mixed |
| State Street | 29,019 | 23 | 0 | 0 | For |
| Voya | 0 | 28,468 | 0 | 0 | Against |
| Lincoln Financial | 20,400 | 7,042 | 0 | 0 | Mixed |
| Goldman Sachs | 0 | 24,581 | 0 | 0 | Against |
| Northern Trust | 21,912 | 0 | 0 | 0 | For |
| Putnam | 21,805 | 0 | 0 | 0 | For |
| GuideStone | 0 | 21,574 | 0 | 0 | Against |
| PACE SELECT ADVISORS TRUST | 0 | 21,224 | 0 | 0 | Against |
| Brighthouse | 0 | 9,084 | 12,048 | 0 | Mixed |
| Russell Investments | 19,741 | 0 | 0 | 0 | For |
| SEI | 19,200 | 0 | 0 | 0 | For |
Fund voting reports, all 54 managers: 3,445,189 for, 3,167,969 against, 12,048 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 1,225,652 | 2,091 | 0 | 0 | For |
| Nuveen | 0 | 671,566 | 0 | 0 | Against |
| GEODE CAPITAL MANAGEMENT, LLC | 0 | 509,692 | 0 | 0 | Against |
| State Street | 493,435 | 1,491 | 0 | 0 | For |
| Newton Investment Management North America, LLC | 0 | 453,665 | 0 | 0 | Against |
| Putnam | 423,820 | 0 | 0 | 0 | For |
| Keel Point, LLC | 0 | 414,878 | 0 | 0 | Against |
| JACOBS LEVY EQUITY MANAGEMENT, INC | 0 | 357,055 | 0 | 0 | Against |
| Renaissance | 0 | 306,301 | 0 | 0 | Against |
| Point72 | 0 | 302,018 | 0 | 0 | Against |
| Two Sigma | 0 | 239,000 | 0 | 0 | Against |
| AMERIPRISE FINANCIAL INC | 215,554 | 0 | 0 | 0 | For |
| Herald Investment Management Ltd | 0 | 210,000 | 0 | 0 | Against |
| Portolan Capital Management, LLC | 0 | 196,655 | 0 | 0 | Against |
| Charles Schwab | 182,335 | 0 | 0 | 0 | For |
| Connor, Clark & Lunn Investment Management Ltd. | 0 | 181,819 | 0 | 0 | Against |
| ACADIAN ASSET MANAGEMENT LLC | 0 | 178,430 | 0 | 0 | Against |
| Fidelity | 0 | 175,412 | 0 | 0 | Against |
| DE Shaw | 0 | 175,226 | 0 | 0 | Against |
| Goldman Sachs | 52,512 | 114,215 | 0 | 0 | Mixed |
| Northern Trust | 163,755 | 1,889 | 0 | 0 | For |
| Invesco | 0 | 121,922 | 0 | 0 | Against |
| Dimensional | 0 | 114,254 | 0 | 0 | Against |
| Ensign Peak Advisors, Inc | 113,793 | 0 | 0 | 0 | For |
| STRS OHIO | 0 | 104,000 | 0 | 0 | Against |
Institutional-manager reports, all 147 managers: 3,354,015 for, 5,645,411 against, 0 not voted, 67 unknown. Showing the 25 largest; see all in the interactive database.
Combines 4 wordings of this item as funds reported it.
99.9% Approved · of votes cast
Description as filed by funds: To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024;
BANDWIDTH INC.’s own tally for this item (“2. Ratification of Appointment of Independent Registered Public Accounting Firm”): 38,467,760 for, 25,744 against — passed, per its Form 8-K filed May 28, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,510,463 | 0 | 0 | 0 | For |
| BlackRock | 1,180,788 | 0 | 0 | 0 | For |
| Dimensional | 833,619 | 0 | 0 | 0 | For |
| Fidelity | 774,289 | 0 | 0 | 0 | For |
| TIAA | 670,067 | 0 | 0 | 0 | For |
| BNY Mellon | 346,104 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 319,453 | 0 | 0 | 0 | For |
| Charles Schwab | 182,335 | 0 | 0 | 0 | For |
| Invesco | 114,660 | 0 | 0 | 0 | For |
| Victory Capital | 92,707 | 0 | 0 | 0 | For |
| Nationwide | 74,708 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 40,690 | 0 | 0 | 0 | For |
| Thrivent | 38,746 | 0 | 0 | 0 | For |
| Equitable | 38,597 | 0 | 0 | 0 | For |
| State Street | 29,042 | 0 | 0 | 0 | For |
| Voya | 28,468 | 0 | 0 | 0 | For |
| Lincoln Financial | 27,442 | 0 | 0 | 0 | For |
| Goldman Sachs | 24,581 | 0 | 0 | 0 | For |
| Northern Trust | 21,912 | 0 | 0 | 0 | For |
| Putnam | 21,805 | 0 | 0 | 0 | For |
| GuideStone | 21,574 | 0 | 0 | 0 | For |
| PACE SELECT ADVISORS TRUST | 21,224 | 0 | 0 | 0 | For |
| Brighthouse | 9,084 | 0 | 12,048 | 0 | Mixed |
| Russell Investments | 19,741 | 0 | 0 | 0 | For |
| SEI | 19,200 | 0 | 0 | 0 | For |
Fund voting reports, all 53 managers: 6,595,838 for, 70 against, 12,048 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Keel Point, LLC | 414,878 | 0 | 0 | 0 | For |
| Berkeley Capital Partners, LLC | 16 | 0 | 0 | 0 | For |
Institutional-manager reports, all 2 managers: 414,894 for.
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported.
| # | Asset manager | Shares voted |
|---|---|---|
| 1 | Vanguard | 1,510,463 |
| 2 | BlackRock | 1,180,788 |
| 3 | Dimensional | 833,619 |
| 4 | Fidelity | 774,289 |
| 5 | TIAA | 670,067 |
| 6 | BNY Mellon | 346,104 |
| 7 | Columbia Threadneedle | 319,453 |
| 8 | Charles Schwab | 182,335 |
| 9 | Invesco | 114,660 |
| 10 | Victory Capital | 92,707 |
| # | Asset manager | Shares voted |
|---|---|---|
| 1 | BlackRock | 1,227,743 |
| 2 | Nuveen | 671,566 |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 509,692 |
| 4 | State Street | 494,926 |
| 5 | Newton Investment Management North America, LLC | 453,665 |
| 6 | Putnam | 423,820 |
| 7 | Keel Point, LLC | 414,878 |
| 8 | JACOBS LEVY EQUITY MANAGEMENT, INC | 357,055 |
| 9 | Renaissance | 306,301 |
| 10 | Point72 | 302,018 |
Shown as share counts, not percentages: no shares-outstanding figure has been matched to BANDWIDTH INC. for the 2023-2024 season, so there is no denominator to divide by.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.
At BANDWIDTH INC.'s shareholder meeting held May 23, 2024, in the 2023-2024 proxy season, 180 asset managers reported how they voted on 4 ballot items in their SEC Form N-PX filings, covering 997 separate fund positions. On the most widely held item on that ballot — To approve, on an advisory basis, the compensation of the Company's named executive officers as… — BANDWIDTH INC.'s filing reports the proposal as approved, with 80% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: BANDWIDTH INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 28, 2024.
BANDWIDTH INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.
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