Windstream 2008 Annual Report Download - page 43

and any request for approval for PwC to perform a permitted non-audit service must be accompanied by a
discussion of the reasons why PwC should be engaged to perform the services instead of an alternative provider.
OTHER MATTERS
The management and the Board of Directors of Windstream do not know of any other matters that may
come before the meeting. If any other matters properly come before the meeting, however, it is the intention of
the persons named in the accompanying form of proxy to vote the proxy in accordance with their judgment on
those matters.
Under Windstream’s Bylaws, nominations for director may be made only by the Board or by a Windstream
stockholder who has delivered timely notice of such stockholder’s intent to make such nomination in writing to
the Secretary of Windstream. To be timely, a stockholder’s notice shall be delivered to or mailed and received at
the principal executive offices of Windstream (i) in the case of an annual meeting, not less than 90 nor more than
120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the
event that the date of the annual meeting is changed by more than 30 days from such anniversary date, notice by
the stockholder must be received not later than the close of business on the 10th day following the day on which
notice of the date of the meeting was mailed or public disclosure of the meeting was made, whichever occurs
first, and (ii) in the case of a special meeting at which directors are to be elected, not later than the close of
business on the 10th day following the day on which notice of the date of the meeting was mailed or public
disclosure of the meeting was made, whichever occurs first.
The stockholder’s notice of nomination shall set forth: (1) as to each person whom the stockholder proposes
to nominate for election as a director at such meeting all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended and such person’s written consent to
being named in the proxy statement as a nominee and to serving as a director if elected; (2) as to the stockholder
and any “stockholder associated person” (as such phrase is defined below) giving the notice (A) the name and
address, as they appear on the Windstream’s books, of such stockholder and any stockholder associated person,
(B) the class and number of shares of Windstream which are beneficially owned by such stockholder and also
which are owned of record by such stockholder, (C) whether and the extent to which any hedging or other
transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement
or understanding (including any short position or any borrowing or lending of shares) has been made, the effect
or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or
decrease the voting power of, such stockholder or any such stockholder associated person with respect to any
share of Windstream stock; and (3) as to the beneficial owner, if any, on whose behalf the nomination is made,
(A) the name and address of such person, (B) the class and number of shares of Windstream which are
beneficially owned by such person, (C) a representation that the stockholder is a holder of record of stock of
Windstream entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to
propose such nomination, and (D) a representation whether the stockholder or the beneficial owner, if any,
intends or is part of a group which intends (i) to deliver a proxy statement and/or form of proxy to holders of at
least the percentage of Windstream’s outstanding capital stock required to elect the nominee and/or (ii) otherwise
to solicit proxies from stockholders in support of such nomination. A stockholder associated person means, with
respect to a stockholder, (1) any person directly or indirectly controlling, controlled by or under common control
with, or directly or indirectly acting in concert with, such stockholder and (2) any beneficial owner of shares of
Windstream stock owned of record or otherwise by such stockholder
The Bylaws also provide that no other business may be brought before an annual meeting except as
specified in the notice of the meeting or as otherwise brought before the meeting by or at the direction of the
Board or by a Windstream stockholder entitled to vote who has delivered timely notice to Windstream. These
requirements apply to any matter that a Windstream stockholder wishes to raise at an annual meeting other than
in accordance with the procedures in SEC Rule 14a-8. For business to be properly brought before an annual
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