Windstream 2007 Annual Report Download - page 13

Windstream’s Corporate Governance Board Guidelines, its code of ethics policy entitled “Working With
Integrity”, and the charters for the Audit, Compensation and Governance Committees are available on the
Investor Relations page of the Windstream Corporation website at www.windstream.com/investors. Copies of
each of these documents are also available to stockholders who submit a request to Windstream Corporation,
ATTN: Investor Relations, 4001 Rodney Parham Rd, Little Rock, AR 72212. Stockholders and other interested
parties may contact the Lead Director or the non-management directors of the Windstream Board of Directors by
writing to Windstream Corporation, ATTN: the Lead Director or Non-Management Directors, c/o Corporate
Secretary, 4001 Rodney Parham Rd, Little Rock, AR 72212.
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 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, Whittington and Fletcher are expected to own at least
511,695, 118,786 and 118,786 shares of Common Stock, respectively, by the 2009 Annual Meeting of
Stockholders, and each non-management director who was an incumbent director in 2006 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.
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