Bandwidth Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$BAND
Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 1, 2025
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 1, 2025, Bandwidth Inc. (the “Company”) appointed Devesh Agarwal, its Interim Chief Operating Officer and Chief Software Strategy Officer, as its Chief Operating Officer. As previously disclosed on the Company’s Current Report on Form 8-K filed on July 5, 2024 (the “July 8-K”), Mr. Agarwal and the Company entered into an Employment Agreement (the “Employment Agreement”) on July 1, 2022.
In connection with his appointment as Chief Operating Officer, Mr. Agarwal’s compensation under the Employment Agreement was modified as follows:
•Mr. Agarwal’s annual base salary was increased, effective January 1, 2025, from $350,000 to $400,000.
•Mr. Agarwal’s target incentive amount under the Company’s annual cash incentive program was increased, effective January 1, 2025, from 50% to 75% of his annual base salary.
•On or about February 28, 2025, the Company is expected to grant Mr. Agarwal a number of restricted stock units (“RSUs”) equal to $1,000,000 divided by the closing sales price of a share of the Company’s Class A common stock on the date of grant. The RSUs will vest over three years, with one-third vesting on the first anniversary of the date of grant, and the remaining two-thirds vesting in equal quarterly installments over the following two years, ending on the third anniversary of the date of grant, subject generally to Mr. Agarwal’s continued employment.
The other principal terms of the Employment Agreement remain unchanged.
A description of the principal terms of the Employment Agreement is included in the July 8-K and the Employment Agreement was filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2024. The Company and Mr. Agarwal expect to amend the Employment Agreement to reflect the modified compensation described above for Mr. Agarwal. This amendment to the Employment Agreement will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2025.
Item 7.01 Regulation FD Disclosure.
On January 2, 2025, the Company issued a press release announcing Mr. Agarwal’s appointment as the Company’s Chief Operating Officer, effective January 1, 2025. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| Bandwidth Inc. press release, dated January 2, 2025 | ||||||||
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BANDWIDTH INC. | ||||||||
| Date: January 2, 2025 | By: | /s/ R. Brandon Asbill | ||||||
| Name: | R. Brandon Asbill | |||||||
| Title: | General Counsel and Secretary | |||||||