Bandwidth Inc. (BAND) Earnings Call Transcript & Summary

Hello, and welcome to Bandwidth Annual Meeting 2020. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Mr. Christopher Matton, General Counsel. Mr. Matton, the floor is yours.

Thank you, and I will immediately hand over the mic to my friend and colleague, our CEO, Chairman, David Morken.

Thank you, Chris. Hello, ladies and gentlemen. Will the meeting please come to order. I want to welcome all of you to the annual meeting of stockholders of Bandwidth, Inc. I am David Morken, Chairman of the Board of Bandwidth Inc., and I will be presiding at this meeting. Also present at the meeting today are our directors, Brian Bailey, Luke Roush, John Murdock, and Doug Suriano. Also present at the meeting today are our Chief Financial Officer, Jeff Hoffman; and our General Counsel and Secretary, Chris Matton. Chris Matton will act as Secretary of the meeting. American Stock Transfer & Trust Company, our transfer agent, has been appointed to act as inspector of election. Mike Murdy, a representative from Ernst & Young LLP is also present at the meeting telephonically. During the question-and-answer period at the end of the meeting, he will be available to answer questions concerning the company's financial statements. You've been presented with an agenda for the meeting. On the reverse side of the agenda is a list of the rules of conduct for the annual meeting. To conduct an orderly meeting, we ask that participants abide by these rules. Thank you for your cooperation with these rules. The Secretary has delivered an affidavit of mailing establishing that notice of this meeting was duly given. A copy of the notice of meeting and the affidavit mailing will be incorporated into the minutes of this meeting. All stockholders of record at the close of business on April 6, 2020, are entitled to vote at the annual meeting. Our first order of business at this meeting is to determine whether the shares represented at the meeting, either in person or by proxy are sufficient to constitute a quorum for the purpose of transacting business. Mr. Matton, do you have a report?

Yes. The stockholders list shows that holders of 19,206,630 shares of the company's Class A common stock and 4,427,150 shares of the company's Class B common stock are entitled to vote at this meeting. We are informed by American Stock Transfer & Trust company that they're represented in person or by proxy. 17,864,805 of Class A common stock and 4,133,816 shares of Class B common stock or approximately 93.3% of all of the voting power of the stock issued and outstanding and entitled to vote at this meeting.

Thank you, Chris. Because holders of a majority of the voting power of the stock issued and outstanding and entitled to vote at this meeting are present in person or by proxy, I declare this meeting to be duly convened for purposes of transacting such business as may properly come before it. The next order of business is a description of the matters to be voted on at today's meeting. The first proposal before the stockholders of the company is the election of 1 director to serve until the annual meeting of stockholders in 2023 and until his successor is duly elected and qualified. The management of the company recommends the election of the following person as the Director of the company, myself, David A. Morken. Are there any questions or discussion?

We do not have any questions on the electronic systems and no questions here.

If there is no further discussion, the meeting will now proceed to the second proposal concerning the ratification of appointment of Ernst & Young LLP, E&Y, as the company's independent registered public accounting firm for our fiscal year ending December 31, 2020. The appointment of E&Y was recommended by our Audit Committee. Are there any questions or discussion?

We do not have any messages on the electronic system and none here.

If there is no further discussion, the meeting will now proceed to the third proposal concerning the approval on an advisory basis of the compensation of the company's named executive officers as disclosed in the proxy statement. Approval was recommended by our Board of Directors. Are there any questions or discussion?

Again, we do not have any questions or comments on the electronic system or here.

Seeing there is no further discussion. The meeting will now proceed to the fourth proposal concerning the approval on an advisory basis of the frequency of shareholder advisory votes on the compensation of the company's named executive officers. The Board of Directors recommended approval on an advisory basis annually. Are there any questions or discussion?

We do not have any questions or comments on the electronic system or here.

Thank you, Chris. The polls are now open. If you desire a ballot, please raise your hand electronically, and it will be provided. The inspector of election will provide ballots to those who desire them. If you previously voted by proxy, you do not need to vote today unless you wish to change your vote.

We do not have anyone seeking to vote electronically.

The inspector of election will now collect any outstanding ballots. If you have brought your proxy or wish to vote, as again indicated electronically, we just verify there's nothing in the system. And with that, we now seem to have all the ballots. And since all those desiring to vote by ballot have done so, I hereby declare the polls closed. The ballots and proxies will be held in the possession of the inspector of election. The inspector of election will count the votes.

Hans, can you please confirm you've got everything you need?

Yes. Hans at AST can confirm.

Thank you. Will the Secretary please report the results of the voting?

Mr. Chairman, we have been informed by the inspector of elections that the ballots have been counted and the nominee for election to the Board of Directors has been duly elected. The appointment of E&Y as the company's independent registered public accounting firm has been duly ratified. The compensation of the company's named executive officers as disclosed in the proxy statement has been duly approved on an advisory basis and the annual frequency of shareholder advisory votes on the compensation of the company's named executive officers has been duly approved on an advisory basis.

Thank you, and thank you, everyone, for attending today's meeting. The meeting is adjourned. We will now have a brief time for Q&A via the electronic system that we're using if anyone would like to ask questions.

David, we do not have any questions on the electronic system.

Seeing that we have no questions, let me conclude by thanking everyone for attending, by thanking the Bandwidth team for another phenomenal year of execution and thanking God for being with all of us during this season. God bless.

Thank you. Thank you, AST friends.

This concludes the meeting. You may now disconnect.