Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Appointment of Rebecca Bottorff as Director
On January 11, 2022, the board of directors (the "Board") of Bandwidth Inc., a
Delaware corporation (the "Company"), increased the number of directors that
constitutes the Board from five to six directors, and appointed Rebecca Bottorff
to fill the vacancy resulting from such increase, effective as of January 11,
2022. Ms. Bottorff will serve as a Class III Director and will serve until the
2023 annual meeting of the Company's stockholders.
Ms. Bottorff has served as Chief People Officer of the Company since 2010. As
Chief People Officer, Ms. Bottorff leads the Company's People Services team and
helps shape the Company's corporate culture. Prior to joining the Company, Ms.
Bottorff was founder and President of Venture Savvy Consulting Group, providing
human resources and leadership expertise primarily to growing technology
companies. Prior to that, she was Vice President of Human Resources and a member
of the executive team at Motricity (now Voltari), a publicly traded digital
advertising company. Earlier, she was Vice President of Human Resources and a
member of the executive team at then-public Konover Property Trust. She holds a
B.A in Sociology from the University of Cincinnati. Ms. Bottorff's compensation
arrangement as the Company's Chief People Officer is described in the section
titled "Executive Compensation" in the Company's definitive proxy statement for
the 2021 Annual Meeting of Stockholders (File No. 011-38285), filed with the
U.S. Securities and Exchange Commission (the "SEC") on April 6, 2021. Ms.
Bottorff shall receive no additional compensation for her service as a director
of the Company.
Departure of Chief Marketing Officer, Noreen Allen
On January 14, 2022, the Company entered into a letter agreement (the "Allen
Letter Agreement") with Noreen Allen, the Company's outgoing Chief Marketing
Officer, in connection with her resignation. As previously disclosed in the
Current Report on Form 8-K filed with the SEC by the Company on November 30,
2021, Ms. Allen previously submitted her resignation and will depart the Company
effective January 14, 2022.
Pursuant to the Allen Letter Agreement, Ms. Allen will be entitled to receive
(i) a cash amount equal to $305,146.08, payable over twelve months, (ii) an
additional cash amount equal to the Management-by-Objective cash bonus that Ms.
Allen would have otherwise earned for 2021 performance (if any), payable in
February 2022 (which amount has not yet been determined), and (iii) a monthly
healthcare stipend of $568.35, payable for twelve months, which is intended to
facilitate the purchase of healthcare coverage. Additionally, under the Allen
Letter Agreement, 3,463 restricted stock units granted to Ms. Allen that are
scheduled to vest on February 21, 2022 will become fully vested on January 14,
2022.


Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
     Exhibit No.             Description
         99.1                Bandwidth Inc. press release, dated January 18, 2022
         104                 Cover Page Interactive File (the cover page tags are embedded within
                             the Inline XBRL document)

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