Bandwidth Inc. filed a Form 8-K on October 29, 2026, disclosing the appointment of Charles R. Schroeder to its Board of Directors, effective October 28, 2026, as the Board expanded from five to six members.

Key Highlights

  • Board expansion: The Board increased its size from 5 members to 6 members on October 28, 2026.
  • New director: Charles R. Schroeder was appointed to fill the resulting vacancy as a Class II director, effective immediately.
  • Independence determination: The Board determined that Mr. Schroeder is "independent" under applicable SEC rules and NASDAQ Global Select Market listing requirements.
  • Compensation: Mr. Schroeder will participate in the same non-employee director compensation program as other non-employee directors, including grants of restricted stock units representing shares of Class A common stock.
  • Committee assignments: The Board has not yet determined the committee or committees, if any, to which Mr. Schroeder will be named.
  • No disclosed transactions: Neither Mr. Schroeder nor any of his immediate family members is a party to any transaction required to be disclosed under Item 404(a) of Regulation S-K, according to the filing.

Bandwidth Expands Board with Appointment of Charles R. Schroeder

Bandwidth Inc. (NASDAQ:BAND), a provider of cloud communications, disclosed on October 29, 2026 that its Board of Directors had voted to expand from five to six members and appointed Charles R. Schroeder to serve as a Class II director. The appointment became effective immediately on October 28, 2026, according to the filing.

The Board evaluated information provided by Mr. Schroeder regarding his background, employment, affiliations, and family relationships, and concluded he does not have any relationships that would interfere with his exercise of independent judgment as a director. The filing states he has been determined to qualify as "independent" under applicable SEC regulations and NASDAQ Global Select Market listing requirements. The filing also notes there are no arrangements or understandings between Mr. Schroeder and any other person pursuant to which he was selected as a director.

In connection with the appointment, Mr. Schroeder executed a customary Indemnification and Advancement Agreement with the Company in the form previously filed as Exhibit 10.1 to the Company's Annual Report on Form 10-K, filed February 19, 2026. Details of the non-employee director compensation program, under which Mr. Schroeder will receive restricted stock unit grants consistent with other non-employee directors, were described as available in the Company's most recent proxy statement filed with the SEC on April 14, 2026. The filing was signed by Chief Financial Officer Daryl E. Raiford.

What Was Disclosed

Bandwidth Inc. reported the expansion of its Board from 5 to 6 members and the appointment of Charles R. Schroeder as a Class II director, effective October 28, 2026, including his independence determination and planned participation in the non-employee director compensation program.