Windstream 2007 Annual Report Download - page 9

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.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The number of directors that serve on the Windstream Board of Directors is currently set at nine and may
be fixed from time to time in the manner provided in Windstream’s Bylaws. Directors are elected to serve until
the 2009 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 nine 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 nine 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 a Windstream director also is
set forth below.
Carol B. Armitage, age 50, has served as a director of Windstream since September 2007 and serves on
the Governance Committee. Ms. Armitage has served as a telecommunications consultant since 1998.
From 1995 to 1997 she served as Senior Vice President, Technology and Strategy at General Instrument.
Prior to 1995 she held various management and engineering positions during sixteen years of service with
Bell Laboratories and Network Systems (which later became Lucent). Since 2000, Ms. Armitage has
served as Vice Chairman of SCALA, Inc.
Samuel E. Beall, III, age 57, 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 67, 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 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 54, Chairman of the Board of Windstream since July 2006 and of Alltel Holding
Corp. from December 2005 to July 2006. Prior to January 2006, 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
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