Windstream 2006 Annual Report Download - page 11
Download and view the complete annual report
Please find page 11 of the 2006 Windstream annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.-
1 -
2 -
3 -
4 -
5 -
6 -
7 -
8 -
9 -
10 -
11 -
12 -
13 -
14 -
15 -
16 -
17 -
18 -
19 -
20 -
21 -
22 -
23
-
24
-
25
-
26
-
27
-
28
-
29
-
30
-
31
-
32
-
33
-
34
-
35
-
36
-
37
-
38
-
39
-
40
-
41
-
42
-
43
-
44
-
45
-
46
-
47
-
48
-
49
-
50
-
51
-
52
-
53
-
54
-
55
-
56
-
57
-
58
-
59
-
60
-
61
-
62
-
63
-
64
-
65
-
66
-
67
-
68
-
69
-
70
-
71
-
72
-
73
-
74
-
75
-
76
-
77
-
78
-
79
-
80
-
81
-
82
-
83
-
84
-
85
-
86
-
87
-
88
-
89
-
90
-
91
-
92
-
93
-
94
-
95
-
96
-
97
-
98
-
99
-
100
-
101
-
102
-
103
-
104
-
105
-
106
-
107
-
108
-
109
-
110
-
111
-
112
-
113
-
114
-
115
-
116
-
117
-
118
-
119
-
120
-
121
-
122
-
123
-
124
-
125
-
126
-
127
-
128
-
129
-
130
-
131
-
132
-
133
-
134
-
135
-
136
-
137
-
138
-
139
-
140
-
141
-
142
-
143
-
144
-
145
-
146
-
147
-
148
-
149
-
150
-
151
-
152
-
153
-
154
-
155
-
156
-
157
-
158
-
159
-
160
-
161
-
162
-
163
-
164
-
165
-
166
-
167
-
168
-
169
-
170
-
171
-
172
-
173
-
174
-
175
-
176
-
177
-
178
-
179
-
180
-
181
-
182
 |
 |
STOCK OWNERSHIP GUIDELINES
The Windstream Board of Directors has adopted minimum stock ownership guidelines for Windstream’s
directors and executive officers. Directors who are not executive officers are expected to maintain beneficial
ownership of shares of Windstream Common Stock valued at least five times the annual cash retainer paid to
non-management directors. Executive officers are expected to maintain beneficial ownership of shares of
Common Stock at the following levels: ten times base salary for the Chief Executive Officer; five times base
salary for each of the Chief Operating Officer, Chief Financial Officer and General Counsel; and three times base
salary for all other executive officers. Directors have a transition period of five years from their initial election
(or, for incumbent directors as of November 2006, until the date of the 2011 Annual Meeting of Stockholders),
and executive officers have a transition period of three years from their initial election (or, for incumbent
executive officers as of November 2006, until the date of the 2009 Annual Meeting of Stockholders), to meet the
applicable ownership guidelines and, thereafter, one year to meet any increased ownership requirements resulting
from changes in stock price, annual base fee, annual base salary, or applicable ownership levels occurring prior
to the initial deadline. During the transition period and until the director or officer satisfies the specified
ownership levels, the guidelines impose a retention ratio that provides that each officer and director is expected
to retain at least 50% of the shares received, net of tax payment obligations, upon the vesting of restricted stock
or the exercise of stock options. Directors and officers are also required to hold for at least six months all shares
received, net of tax payment obligations, upon vesting of restricted stock or the exercise of stock options.
Based on the foregoing, each of Messrs. Gardner, Paglusch, Whittington and Fletcher are expected to own at
least 511,695, 137,061, 118,786 and 118,786 shares of Common Stock, respectively, by the 2009 Annual
Meeting of Stockholders, and each non-management director is expected to own 21,929 shares of common stock
by the 2011 Annual Meeting of Stockholders. For the purposes of the guidelines, unvested shares of restricted
stock are considered to be owned.
7