Windstream 2006 Annual Report Download - page 7

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ALLTEL SPIN-OFF AND VALOR MERGER
On July 17, 2006, Valor Communications Group Inc. (“Valor”), Alltel Corporation (“Alltel”) and Alltel
Holding Corp., then a wholly-owned subsidiary of Alltel (also referred to herein as “Spinco”), consummated the
spin-off of Spinco, which held Alltel’s wireline telecommunications business, and the merger of Spinco with and
into Valor. Valor was the surviving company in the merger, and it was renamed Windstream Corporation. At the
effective time of the merger, except for Mr. Anthony J. deNicola, the Board of Directors of Valor resigned, and
the Board of Directors of Spinco, along with Mr. deNicola, became the Board of Directors of Windstream. All
disclosures in this Proxy Statement regarding the activities of the Windstream Board of Directors and the
Windstream Board Committees during 2006 relate to meetings of the Board of Directors and Board Committees
of Windstream on and after July 17, 2006 and of Spinco prior to July 17, 2006.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The number of directors that serve on the Windstream Board of Directors is currently set at eight and may
be fixed from time to time in the manner provided in Windstream’s Bylaws. Directors are elected to serve until
the 2008 Annual Meeting of Stockholders or until their successors are duly elected and qualified or until their
earlier removal, resignation or death. The following slate of eight nominees has been chosen by the Board upon
the recommendation of the Governance Committee.
Unless otherwise directed, the persons named in the accompanying form of proxy will vote that proxy for
the election of the eight persons named below. In case any nominee is unable to serve (which is not anticipated),
the persons named in the proxy may vote for another nominee of their choice. For each nominee, there follows a
brief listing of principal occupations for at least the past five years, other major affiliations, Windstream Board
Committees, and age. The year in which each such person was initially elected as an Windstream director also is
set forth below.
Samuel E. Beall, III, age 56, has served as a director of Windstream since November 2006 and serves on
the Compensation Committee. Mr. Beall has served as Chairman of the Board and Chief Executive Officer
of Ruby Tuesday, Inc. since May 1995 and also as President of Ruby Tuesday, Inc. since July 2004.
Mr. Beall served as President and Chief Executive Officer of Ruby Tuesday, Inc. from June 1992 to May
1995 and President and Chief Operating Officer of Ruby Tuesday, Inc. from September 1986 to June 1992.
Dennis E. Foster, age 66, has served as Lead Director of Windstream since July 2006 and served as a
director of Alltel Holding Corp. from June 2006 to July 2006. Mr. Foster serves as Chairman of the
Governance Committee and is a member of the Compensation Committee. Mr. Foster is a principal in
Foster Thoroughbred Investments (thoroughbred racing, breeding and training operations) in Lexington,
Kentucky, which he joined in June 1995. Mr. Foster served as a director of Alltel from 1998 through
April 20, 2006, where he most recently served as Chairman of the Compensation Committee and a
member of the Executive Committee. Prior to June 30, 2000, Mr. Foster served as Vice Chairman of
Alltel. Mr. Foster is also a director and Chairman of the Compensation Committee of YRCW (Yellow
Roadway Corporation Worldwide) and a director and Chairman of the Audit Committee of NiSource Inc.
Francis X. Frantz, age 53, Chairman of the Board of Windstream since July 2006 and of Alltel Holding
Corp. from December 2005 to July 2006. Prior to December 2005, Mr. Frantz was Executive Vice
President-External Affairs, General Counsel and Secretary of Alltel. Mr. Frantz joined Alltel in 1990 as
Senior Vice President and General Counsel and was appointed Secretary in January 1992 and Executive
Vice President in July 1998. While with Alltel, he was responsible for Alltel’s mergers and acquisitions
negotiations, wholesale services group, federal and state government and external affairs, corporate
communications, administrative services, and corporate governance, in addition to serving as Alltel’s
chief legal officer. Mr. Frantz served as the 2005-2006, and is currently serving as the 2006-2007,
Chairman of the Board and Chairman of the Executive Committee of USTelecom, a telecom trade
association that represents over 1,000 member companies.
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