Windstream 2007 Annual Report Download - page 40

Under Windstream’s Bylaws, nominations for director may be made only by the Board or by a
Windstream stockholder who has have delivered timely notice of such stockholder’s intent to make such
nomination in writing to the Secretary of Windstream. To be timely, a stockholder’s notice shall be delivered to
or mailed and received at the principal executive offices of Windstream (i) in the case of an annual meeting, not
less than 90 nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting;
provided, however, that in the event that the date of the annual meeting is changed by more than 30 days from
such anniversary date, notice by the stockholder must be received not later than the close of business on the 10th
day following the day on which notice of the date of the meeting was mailed or public disclosure of the meeting
was made, whichever occurs first, and (ii) in the case of a special meeting at which directors are to be elected, not
later than the close of business on the 10th day following the day on which notice of the date of the meeting was
mailed or public disclosure of the meeting was made, whichever occurs first.
The stockholder’s notice of nomination shall set forth: (1) as to each person whom the stockholder
proposes to nominate for election as a director at such meeting all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person’s
written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and
such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if
elected; (2) as to the stockholder giving the notice (A) the name and address, as they appear on the Windstream’s
books, of such stockholder and (B) the class and number of shares of Windstream which are beneficially owned
by such stockholder and also which are owned of record by such stockholder; and (3) as to the beneficial owner,
if any, on whose behalf the nomination is made, (A) the name and address of such person, (B) the class and
number of shares of Windstream which are beneficially owned by such person, (C) a representation that the
stockholder is a holder of record of stock of Windstream entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to propose such nomination, and (D) a representation whether the stockholder
or the beneficial owner, if any, intends or is part of a group which intends (i) to deliver a proxy statement and/or
form of proxy to holders of at least the percentage of Windstream’s outstanding capital stock required to elect the
nominee and/or (ii) otherwise to solicit proxies from stockholders in support of such nomination.
The Bylaws also provide that no other business may be brought before an annual meeting except as
specified in the notice of the meeting or as otherwise brought before the meeting by or at the direction of the
Board or by a Windstream stockholder entitled to vote who has delivered timely notice to Windstream. These
requirements apply to any matter that a Windstream stockholder wishes to raise at an annual meeting other than
in accordance with the procedures in SEC Rule 14a-8. For business to be properly brought before an annual
meeting, such proposed business must constitute a proper matter for stockholder action. For a stockholder to
provide timely notice of a proposed action, a stockholder’s notice must be delivered to or mailed and received at
the principal executive offices of Windstream, not less than 90 days nor more than 120 days prior to the
anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the
event that the annual meeting of stockholders is called for a date that is not within 25 days before or after such
anniversary date, notice by the stockholder must be received not later than the close of business on the 10th day
following the date on which notice of the date of the annual meeting was mailed or public announcement of such
date was made, whichever occurs first.
A stockholder’s notice of proposed business (other than director nominations) must set forth as to each
matter the stockholder proposes to bring before the annual meeting (1) a brief description of the business desired
to be brought before the annual meeting and the text of the proposal or business, (2) the name and address, as
they appear on Windstream’s books, of the stockholder proposing such business, (3) the class and number of
shares of Windstream common stock which are beneficially owned by the stockholder, (4) any material interest
of the stockholder in such business, (5) a representation that the stockholder is a holder of record of common
stock of Windstream entitled to vote at such meeting and intends to appear in person or by proxy at the meeting
to propose such business, and (6) a representation whether the stockholder or the beneficial owner, if any, intends
or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the
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