Windstream 2006 Annual Report Download - page 6

VOTING INFORMATION
Shares represented by properly executed proxies will be voted at the annual meeting of stockholders (“the
Annual Meeting”). If a choice is specified by a stockholder, the proxy will be voted in accordance with that
choice. If no choice is specified by a stockholder, the proxy will be voted in accordance with the
recommendations of the Windstream Board of Directors.
Any stockholder executing a proxy retains the right to revoke it at any time prior to exercise at the Annual
Meeting. A proxy may be revoked by delivery of written notice of revocation to the Secretary of Windstream, by
execution and delivery of a later proxy or by voting the shares in person at the Annual Meeting. If not revoked,
all shares represented by properly executed proxies will be voted as specified therein.
The close of business on March 16, 2007 has been fixed as the record date for the determination of
stockholders entitled to notice of and to vote at the meeting or any adjournment thereof. On the record date, there
were outstanding and entitled to vote 477,302,363 shares of Common Stock. This proxy statement is being
mailed to stockholders beginning on March 30, 2007.
On all matters to be acted upon at the meeting, each share of Common Stock is entitled to one vote per
share. Under Delaware law and Windstream’s Certificate of Incorporation, if a quorum is present at the meeting,
the nominees for election as directors who receive the greatest number of votes cast for the election of directors
at the meeting by the shares present in person or by proxy and entitled to vote shall be elected directors. Any
other matters submitted to a vote of the stockholders must be approved by the affirmative vote of the majority of
shares present in person or by proxy and entitled to vote on the matter.
The enclosed form of proxy provides a method for stockholders to withhold authority to vote for any one
or more of the nominees for director while granting authority to vote for the remaining nominees. The names of
all nominees are listed on the proxy card. If you wish to grant authority to vote for all nominees, check the box
marked “FOR ALL NOMINEES.” If you wish to withhold authority to vote for all nominees, check the box
marked “WITHHOLD ALL NOMINEES.” If you wish your shares to be voted for some nominees and not for
one or more of the others, check the box marked “FOR ALL NOMINEES” and indicate the nominee(s) for
whom you are withholding the authority to vote by listing such nominee(s) in the space provided. If you checked
the box marked “WITHHOLD ALL NOMINEES,” your vote will be treated as an abstention and accordingly,
your shares will neither be voted for nor against a director but will be counted for quorum purposes.
The enclosed form of proxy also provides a method for stockholders to vote for, against or to abstain from
voting with respect to: (i) the approval of Windstream’s Performance Incentive Compensation Plan, (ii) the
ratification of the appointment of PricewaterhouseCoopers LLP as Windstream’s independent registered public
accountants for 2007, and (iii) the stockholder proposal. By abstaining from voting for the foregoing, shares
would not be voted either for or against, but would be counted for quorum purposes.
Brokers holding shares in street name for customers who are beneficial owners of such shares are
prohibited from giving a proxy to vote such customers’ shares on “non-routine” matters in the absence of specific
instructions from such customers. This is commonly referred to as a “broker non-vote.” Broker non-votes will be
treated in the same manner as abstentions for quorum purposes. However, broker non-votes are not counted as
votes against the proposals in question or as abstentions, nor are they counted to determine the number of votes
present for a particular proposal.
Under the current rules of the New York Stock Exchange (“NYSE”), if a stockholder holds shares
through a bank or brokerage firm and the broker delivers this proxy statement to the stockholder, the broker is
entitled to vote such stockholder’s shares on the election of directors, Windstream’s Performance Incentive
Compensation Plan, PricewaterhouseCoopers LLP as Windstream’s independent registered public accountant for
2007, and the stockholder proposal if the stockholder does not provide voting instructions to the broker.
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