Windstream 2008 Annual Report Download - page 8

INTERNET AVAILABILITY OF PROXY MATERIALS
Under U.S. Securities and Exchange Commission (SEC) rules, we are furnishing proxy materials to our
stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder.
Beginning March 23, 2009, we mailed to our stockholders (other than those who previously requested electronic
or paper delivery) a notice containing instructions on how to access our proxy materials, including our proxy
statement and our annual report. The notice also instructs you on how to access your proxy card to vote through
the Internet or by telephone.
This new process is designed to expedite stockholders’ receipt of proxy materials, lower the cost of the
annual meeting, and help conserve natural resources. However, if you would prefer to receive printed proxy
materials, please follow the instructions included in the notice. If you have previously elected to receive our
proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.
VOTING INFORMATION
Shares represented by properly executed proxies will be voted at the annual meeting of stockholders (“the
Annual Meeting”). If a choice is specified by a stockholder, the proxy will be voted in accordance with that
choice. If no choice is specified by a stockholder, the proxy will be voted in accordance with the
recommendations of the Windstream Board of Directors.
Any stockholder executing a proxy retains the right to revoke it at any time prior to exercise at the Annual
Meeting. A proxy may be revoked by delivery of written notice of revocation to the Secretary of Windstream, by
execution and delivery of a later proxy or by voting the shares in person at the Annual Meeting. If not revoked,
all shares represented by properly executed proxies will be voted as specified therein.
The close of business on March 9, 2009 has been fixed as the record date for the determination of
stockholders entitled to notice of and to vote at the meeting or any adjournment thereof. On the record date, there
were outstanding and entitled to vote 440,878,452 shares of Common Stock. This proxy statement is being
furnished to stockholders beginning on March 23, 2009.
On all matters to be acted upon at the meeting, each share of common stock is entitled to one vote per
share. Under Delaware law and Windstream’s Certificate of Incorporation, if a quorum is present at the meeting,
the nominees for election as directors who receive the greatest number of votes cast for the election of directors
at the meeting by the shares present in person or by proxy and entitled to vote shall be elected directors. Any
other matters submitted to a vote of the stockholders must be approved by the affirmative vote of the majority of
shares present in person or by proxy and entitled to vote on the matter.
The form of proxy for the Annual Meeting provides a method for stockholders to withhold authority to
vote for any one or more of the nominees for director while granting authority to vote for the remaining
nominees. The names of all nominees are listed on the proxy card. If you wish to grant authority to vote for all
nominees, check the box marked “FOR ALL NOMINEES.” If you wish to withhold authority to vote for all
nominees, check the box marked “WITHHOLD ALL NOMINEES.” If you wish your shares to be voted for
some nominees and not for one or more of the others, check the box marked “FOR ALL NOMINEES” and
indicate the nominee(s) for whom you are withholding the authority to vote by listing such nominee(s) in the
space provided. If you checked the box marked “WITHHOLD ALL NOMINEES,” your vote will be treated as
an abstention and accordingly, your shares will neither be voted for nor against a director but will be counted for
quorum purposes.
The form of proxy for the Annual Meeting also provides a method for stockholders to vote for, against or
to abstain from voting with respect to: (i) the ratification of the appointment of PricewaterhouseCoopers LLP as
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