Windstream 2007 Annual Report Download - page 11

Frank E. Reed, age 73, has served as a director of Windstream since July 2006 and served as a director of
Alltel Holding Corp. from June 2006 to July 2006. Mr. Reed also serves as Chairman of the Audit
Committee. Mr. Reed is retired and previously served as President and Chief Executive Officer of
Philadelphia National Bank from 1990 to 1995. Mr. Reed served as a director of Alltel from 1998 to 2005,
where he served as Chairman of the Audit Committee from 1999 to 2005.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
VOTE FOR EACH OF THE FOREGOING NOMINEES. PROXIES SOLICITED BY THE BOARD OF
DIRECTORS WILL BE VOTED FOR EACH OF THE FOREGOING NOMINEES UNLESS
STOCKHOLDERS SPECIFY A CONTRARY VOTE.
BOARD AND BOARD COMMITTEE MATTERS
During 2007, there were seven meetings of Windstream’s Board. All of the directors attended 75% or
more of the meetings of the Windstream Board of Directors and Board Committees on which they served during
the periods in which they served. Directors are expected to attend each annual meeting of stockholders, and each
director who was a member of the Windstream Board at the time of the 2007 Annual Meeting of Stockholders
attended such meeting.
The Windstream Board of Directors has affirmatively determined that all of the nominees for director,
except Messrs. Francis X. Frantz and Jeffery R. Gardner, have no material relationship with Windstream and are
independent directors under the NYSE listing standards. In accordance with the NYSE listing standards, the
Board has adopted categorical standards for use in determining whether any relationship between a director and
Windstream is a material relationship that would impair the director’s independence. Specifically, the Board has
determined that one or more relationships between a director and Windstream during the past three fiscal years
will not constitute a material relationship that would interfere with the director’s exercise of independent
judgment if each such relationship falls within one or more of the following categorical standards:
(1) The director, or one or more members of the director’s immediate family, purchased services or
products from Windstream in the ordinary course of business and on terms generally available to
employees or customers;
(2) The director, or one or more members of the director’s immediate family, was either a director of an
entity or owned five percent or less of an entity, or both, that has a business relationship with
Windstream, as long as the director or immediate family member was not an executive officer or
employee of such entity;
(3) The director or one or more members of the director’s immediate family was a director or trustee of
an entity that had a charitable relationship with Windstream and that made payments to, or received
from, Windstream in any fiscal year in an amount representing less than $500,000 for the year in
question;
(4) The director or a member of the director’s immediate family was a shareholder, executive officer or
employee of an entity that made payments to, or received payments from, Windstream in any year in
question that account for less than $1,000,000 or, if greater, two percent of the entity’s consolidated
gross revenues for the year in question.
The standing Committees of the Windstream Board of Directors are the Audit Committee, Compensation
Committee and the Governance Committee. Each of the Audit, Compensation, and Governance Committees has
a written charter and is comprised entirely of independent directors, as defined under the NYSE listing standards.
A brief description of the functions of the Audit, Compensation, and Governance Committees is set forth below.
5