Windstream 2008 Annual Report Download - page 14

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 since 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, the table below sets forth the number of shares of Common Stock that each
named executive officer is expected to own by the 2009 Annual Meeting of Stockholders:
Named Executive Officer Guideline Share Amount
Jeffery R. Gardner 511,695
Brent Whittington 118,786
John P. Fletcher 118,786
Richard J. Crane 53,728
Robert G. Clancy 49,342
Based on current ownership amounts, Windstream expects that each of its executive officers will be in
compliance with the stock ownership guidelines at the time of the 2009 Annual Meeting of Stockholders.
Following the 2009 Annual Meeting of Stockholders, the executive officers will have until 2010 Annual Meeting
of Stockholders to meet the increased share guidelines. The actual shares held by the executive officers can be
found in the Security Ownership of Directors and Executive Officer’s table.
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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