Windstream 2008 Annual Report Download - page 39

Although the Board believes that the Committee is in the best position to determine executive compensation
levels, the Board believes that the Company’s investors are a crucial stakeholder whose views should be heard
and considered. Stockholders who wish to express their opinions on the Company’s executive compensation
strategy, or any other matter of interest to the Company, are therefore encouraged to do so by writing a member
of the Board, including any member of the Compensation Committee, at
Windstream Corporation
4001 Rodney Parham Road
Little Rock, AR 72212
The Board believes that this approach facilitates a sharing of stockholder views and is ultimately more
meaningful and useful to the Board than a non-binding advisory vote that is based on incomplete information.
Windstream does not have a classified or staggered Board of Directors, so stockholders have the opportunity
to vote for the election of each member of the Compensation Committee at each annual meeting of stockholders.
Accordingly, Windstream stockholders already have an adequate mechanism to express on an annual basis their
approval or disapproval of the executive compensation of Windstream.
The proponent recommends that stockholders be asked to ratify compensation paid to the Company’s named
executive officers and that stockholders be provided narrative disclosures of material factors necessary to an
understanding of the Summary Compensation Table. The Summary Compensation Table and the Compensation
Discussion and Analysis of this proxy statement describe in detail the philosophy and principles under which
compensation is paid to the Company’s named executive officers. The Board believes that these disclosures
provide the information requested by the proponent and that the additional narrative disclosure sought by the
proponent is therefore duplicative and unnecessary.
While advisory votes might be useful if stockholders didn’t have other methods for expressing their
opinions, the advisory vote contemplated by the proposal would benefit neither Windstream or its stockholders.
The Compensation Committee would receive no clear guidance regarding the message the vote is intended to
convey, nor would it communicate the views of the stockholders as to the merits, perceived inadequacies or
proposed enhancements to refinements of the compensation package provided to the named executive officers.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “AGAINST” THE
STOCKHOLDER PROPOSAL. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE
VOTED AGAINST THE STOCKHOLDER PROPOSAL UNLESS STOCKHOLDERS SPECIFY A
CONTRARY VOTE.
PROPOSAL NO. 4
STOCKHOLDER PROPOSAL – INDEPENDENT CHAIRMAN OF THE BOARD
The stockholder proposal, which follows, is a verbatim submission by the International Brotherhood of
Electrical Workers’ Pension Benefit Fund (IBEW PBF) (“Fund”) of 900 Seventh Street, N.W., Washington, D.C.
20001 (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: The shareholders of Windstream Corporation (“Company”) urge the Board of Directors to
amend the Company’s by laws, effective upon the expiration of current employment contracts, to require that an
independent director – as defined by the rules of the New York Stock Exchange (“NYSE”) – be its Chairman of
the Board of Directors. The amended by laws should specify (a) how to select a new independent chairman if a
current chairman ceases to be independent during the time between annual meetings of shareholders, and (b) that
compliance is excused if no independent director is available and willing to serve as chairman.
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