Windstream 2008 Annual Report Download - page 41

STOCKHOLDER PROPOSALS FOR 2010 ANNUAL MEETING
Stockholders who intend to present proposals at the 2010 Annual Meeting, and who wish to have those
proposals included in Windstream’s proxy statement for the 2010 Annual Meeting, must be certain that those
proposals are received by the Corporate Secretary at 4001 Rodney Parham Road, Little Rock, Arkansas 72212,
prior to November 23, 2009. Such proposals must meet the requirements set forth in the rules and regulations of
the SEC in order to be eligible for inclusion in the proxy statement for Windstream’s 2010 Annual Meeting.
CERTAIN TRANSACTIONS
In 2006, Windstream adopted a procedure for the review and approval of related party transactions. The
Governance Committee is responsible for the review and approval of transactions covered by the policy,
although transactions can also be approved by the disinterested members of the Board of Directors.
Under the policy, the Governance Committee or the Board must approve any transaction in which
Windstream is a participant, the amount involved exceeds $60,000, and in which any covered person has a direct
or indirect material interest. To be approved, the transaction must be on terms comparable to those that could be
obtained in arm’s length dealings with an unrelated third party or is otherwise determined to be fair and in the
best interests of Windstream. A transaction does not include the provision of services, the sale of products or
other transactions conducted by Windstream in the ordinary course of business and on terms generally available
to employees or customers. A transaction also does not include an employment or service relationship involving
a director or executive officer and any related compensation resulting from that relationship that is approved by
Windstream’s Compensation Committee or is disclosed in the proxy statement pursuant to the SEC’s executive
compensation rules. The persons covered by the policy are Windstream’s directors, director nominees, and
executive officers, an immediate family member of any of the foregoing, and any entity that is controlled by any
of the foregoing persons.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Windstream’s directors and executive
officers, and persons who own more than ten percent of Windstream’s Common Stock, to file with the SEC and
the New York Stock Exchange initial reports of ownership and reports of changes in ownership of that Common
Stock. To Windstream’s knowledge, based solely upon a review of copies of reports provided by those
individuals to Windstream and written representations of those individuals that no other reports were required
with respect to the year ended December 31, 2008, Windstream believes that all of the foregoing filing
requirements applicable to its directors, executive officers, and greater-than-ten percent beneficial owners have
been met.
ANNUAL REPORT
The 2008 Annual Report accompanies this proxy statement, which incorporates a copy of Windstream’s
2008 Form 10-K report, including the consolidated financial statements and the financial statement schedules
thereto.
For stockholders who elect to receive proxy materials by mail and not electronic delivery, only one copy of
this proxy statement, and the accompanying Annual Report, is being delivered to such stockholders who share an
address, unless Windstream has received contrary instructions from one or more of the stockholders. Windstream
will promptly deliver a separate copy of this proxy statement and the accompanying Annual Report to any
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