Windstream 2008 Annual Report Download - page 37

PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Audit Committee has selected PricewaterhouseCoopers LLP (“PwC”) to audit Windstream’s
consolidated financial statements for the fiscal year ending December 31, 2009. Windstream is submitting to the
stockholders for ratification at the Annual Meeting the selection of PwC as Windstream’s independent auditors
for 2009, although neither the Board of Directors nor its Audit Committee maintains a policy requiring
Windstream to seek stockholder ratification of the independent auditor selection. PwC also served as
Windstream’s independent auditor during 2007 and 2008 in connection with the audits of the 2007 and 2008
fiscal years and as Alltel Holding Corp’s auditor during 2006 in connection with the audit of the carve-out
financial statements that were prepared for Alltel Holding Corp in connection with the Alltel spin-off and Valor
merger. Information regarding PwC’s fees for 2007 and 2008 is provided below under the caption “Audit and
Non-Audit Fees.” Representatives of PwC are expected to be present at the 2009 Annual Meeting and will have
an opportunity to make a statement, if they desire to do so, and to respond to appropriate questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
VOTE FOR PROPOSAL NO. 2. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE
VOTED FOR PROPOSAL NO. 2 UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.
PROPOSAL NO. 3
STOCKHOLDER PROPOSAL – EXECUTIVE COMPENSATION ADVISORY VOTE
The stockholder proposal, which follows, is a verbatim submission by the Communications Workers of
America General Fund (“Fund”) of 501 Third Street, N.W., Washington, DC 20001-2797 (who has notified
Windstream that it is the beneficial owner of Windstream common stock valued at more than $2,000), for
consideration by Windstream stockholders. All statements therein are the sole responsibility of the Fund.
RESOLVED, that the shareholders of Windstream Corporation request that the board of Directors to adopt a
policy that provides shareholders the opportunity at each annual shareholder meeting to vote on an advisory
resolution, proposed by management, to ratify the compensation of the named executive officers (“NEOs”) set
forth in the proxy statement’s Summary Compensation Table (the “SCT”) and the accompanying narrative
disclosure of material factors provided to understand the SCT (but not the Compensation Discussion and
Analysis). The proposal submitted to shareholders should make clear that the vote is non-binding and would not
affect any compensation paid or awarded to any NEO.
SUPPORTING STATEMENT
Investors are increasingly concerned about mushrooming executive compensation especially when
insufficiently linked to performance. In 2008, shareholders filed close to 100 “Say on Pay” resolutions. Votes on
these resolutions have averaged 43% in favor, with ten votes over 50%, demonstrating strong shareholder support
for this reform.
An Advisory Vote establishes an annual referendum process for shareholders about senior executive
compensation. We believe the results of this vote would provide the board and management useful information
about shareholder views on the company’s senior executive compensation.
In its 2008 proxy, Aflac submitted an Advisory vote resulting in a 93% vote in favor, indicating strong
investor support for good disclosure and a reasonable compensation package. Daniel Amos, Chairman and CEO
said, “An advisory vote on our compensation report is a helpful avenue for our shareholders to provide feedback
on our pay-for-performance compensation philosophy and pay package.”
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