Windstream 2008 Annual Report Download - page 10

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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 2010 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 form of proxy for the Annual Meeting 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 51, 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 58, 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.
Dennis E. Foster, age 68, has served as Lead Director of Windstream since July 2006 and served as a
director of Alltel Holding Corp. (a predecessor corporation to Windstream) 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 Corporation 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 55, 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 Corporation. 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 2006 and 2007 Chairman of the Board and of the
Executive Committee of USTelecom, a telecom trade association.
Jeffery R. Gardner, age 49, President and Chief Executive Officer of Windstream since July 2006.
Mr. Gardner has been a director of Windstream since July 2006 and was a director of Alltel Holding
Corp. from December 2005 to July 2006. Alltel Corporation appointed Mr. Gardner in December 2005 to
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