8 unchanged sentences
Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2021.
−Removed: The Company acquired Voice Topco Limited (“Voxbone”) on November 2, 2020.
−Removed: Management excluded Voxbone from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020.
−Removed: Voxbone’s total assets excluded from this assessment were $29 million, representing 3% of the Company’s consolidated total assets as of December 31, 2020, and Voxbone’s total revenue of $18 million represented 5% of the Company’s consolidated revenue for the year ended December 31, 2020.
The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report which is included in Item 8 of this Annual Report on Form 10-K .
5 unchanged sentences
In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: We intend to continue to monitor and upgrade our
−Removed: internal controls as necessary or appropriate for our business, but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.
+Added: We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.
Other Information.
Not applicable.
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
+Added: Not Applicable.
Directors, Executive Officers and Corporate Governance
14 unchanged sentences
Principal Accountant Fees and Services
+Added: Our independent registered public accounting firm is Ernst & Young LLP , Raleigh, NC , Auditor Firm ID:
The information required by this item is incorporated by reference to our Proxy Statement relating to our 2022 Annual Meeting of Shareholders.
28 unchanged sentences
Form of 0.250% Convertible Senior Notes due March 1, 2026 (included as Exhibit A to Exhibit 4.1) 8-K 001-38285 4.2 3/2/2020
−Removed: Form of Indemnification Agreement between Bandwidth Inc.
−Removed: and each of its Executive Officers and Directors.
−Removed: S-1A 333-220945 10.2 10/13/2017
+Added: Indenture, dated March 16, 2021, between Bandwidth Inc.
+Added: and Wilmington Trust, National Association.
+Added: 8-K 001-38285 4.1 3/16/2021
+Added: Form of 0.50% Convertible Senior Notes due April 1, 2028 (included as Exhibit A to Exhibit 4.1).
+Added: 8-K 001-38285 4.2 3/16/2021
+Added: Form of Indemnification and Advancement Agreement between Bandwidth Inc.
+Added: and its directors and certain officers.
+Added: Filed herewith
2010 Equity Compensation Plan and forms of awards thereunder.
56 unchanged sentences
Employment Agreement, dated as of December 6, 2019, by and between Bandwidth.com, Inc.
−Removed: Christopher Matton.
−Removed: 10-K 001-38285 10.29 2/21/2020
−Removed: Employment Agreement, dated as of December 6, 2019, by and between Bandwidth.com, Inc.
and Rebecca Bottorff.
10-K 001-38285 10.30 2/21/2020
−Removed: Employment Agreement, dated as of December 6, 2019, by and between Bandwidth.com, Inc.
−Removed: and Noreen Allen.
−Removed: 10-K 001-38285 10.31 2/21/2020
Confirmation of Base Capped Call Transaction, dated February 25, 2020, between Bandwidth Inc.
28 unchanged sentences
8-K 001-38285 10.10 3/2/2020
−Removed: First Amendment Agreement to the Credit and Security Agreement, dated as of November 4, 2016, as amended and restated as of March 1, 2019, with KeyBank National Association and Pacific Western Bank, dated April 27, 2020.
−Removed: 8-K 001-38285 10.1 4/30/2020
Purchase and Sale Agreement with the State of North Carolina, dated June 15, 2020.
6 unchanged sentences
8-K 001-38285 10.2 10/13/2020
+Added: Employment Agreement, dated January 13, 2021, between the Company and Marina C.
+Added: 8-K 001-38285 10.1 1/15/2021
+Added: Confirmation of Base Capped Call Transaction, dated March 11, 2021, between Bandwidth Inc.
+Added: and Bank of Montreal.
+Added: 8-K 001-38285 10.1 3/16/2021
+Added: Confirmation of Base Capped Call Transaction, dated March 11, 2021, between Bandwidth Inc.
+Added: and Citibank, N.A.
+Added: 8-K 001-38285 10.2 3/16/2021
+Added: Confirmation of Base Capped Call Transaction, dated March 11, 2021, between Bandwidth Inc.
+Added: and Goldman Sachs & Co.
+Added: 8-K 001-38285 10.3 3/16/2021
+Added: Confirmation of Base Capped Call Transaction, dated March 11, 2021, between Bandwidth Inc.
+Added: and Morgan Stanley & Co.
+Added: 8-K 001-38285 10.4 3/16/2021
+Added: Letter Agreement, dated January 18, 2021, between the Company and Chris Matton.
+Added: 10-Q 001-38285 10.2 5/07/2021
+Added: Purchase and Sale Agreement dated May 27, 2021, between Bandwidth Inc.
+Added: and USEF Edwards Mill Owner, LLC.
+Added: 8-K 001-38285 10.1 5/28/2021
+Added: Lease Agreement dated May 27, 2021, between Bandwidth Inc.
+Added: and USEF Edwards Mill Owner, LLC.
+Added: 8-K 001-38285 10.2 5/28/2021
+Added: Escrow Agreement dated May 27, 2021, between Bandwidth Inc., USEF Edwards Mill Owner, LLC and Chicago Title Insurance Company.
+Added: 8-K 001-38285 10.3 5/28/2021
+Added: Employment Agreement, dated July 6, 2021, between the Company and Daryl Raiford.
+Added: 8-K 001-38285 10.1 7/8/2021
+Added: Forms of Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement.
+Added: 10-Q 001-38285 10.1 11/9/2021
+Added: Employment Agreement, dated February 22, 2022, between the Company and Anthony F.
+Added: 8-K 001-38285 10.1 2/22/2022
+Added: Employment Agreement, dated December 6, 2019, between the Company and Scott Mullen.
+Added: Filed herewith
+Added: Employment Agreement, dated February 24, 2022, between the Company and R.
+Added: Brandon Asbill.
+Added: Filed herewith
List of subsidiaries of Bandwidth Inc.
22 unchanged sentences
Filed herewith
+Added: ^ Certain of the exhibits to this Exhibit 10.45 or 10.46, as applicable, have been omitted in accordance with Regulation S-K Item 601.
+Added: The Registrant agrees to furnish a copy of all omitted exhibits to the SEC upon its request.
* The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
2 unchanged sentences
BANDWIDTH INC.
−Removed: March 1, 2021 By:
+Added: February 25, 2022 By:
Chief Executive Officer
(Principal Executive Officer)
−Removed: March 1, 2021 By:
−Removed: /s/ Jeffrey A.
+Added: February 25, 2022 By:
Chief Financial Officer
(Principal Accounting and Financial Officer)
−Removed: March 1, 2021 By:
−Removed: March 1, 2021 By:
−Removed: March 1, 2021 By:
−Removed: March 1, 2021 By:
+Added: February 25, 2022 By:
+Added: February 25, 2022 By:
+Added: February 25, 2022 By:
+Added: February 25, 2022 By:
/s/ Douglas A.
+Added: February 25, 2022 By:
+Added: /s/ Rebecca Bottorff
+Added: Rebecca Bottorff
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.