Windstream 2009 Annual Report Download - page 50

Specific Benefits
The Board of Directors has not approved any awards that are conditioned on stockholder approval of this
proposal. Windstream cannot currently determine the exact benefits or number of shares subject to awards that
may be granted in the future to executive officers and employees (including directors) under the Amended Plan.
If the Amended Plan had been in effect in 2009, Windstream believes that its award grants for 2009 would not
have been substantially different from those actually made in 2009 under the Plan. Please refer to the section
titled “Information On Plan-Based Awards” and the “Grants of Plan-Based Awards” table in this Proxy
Statement to see the award grants for 2009 under the Plan.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL
OF THE AMENDED PLAN. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE
VOTED FOR PROPOSAL NO. 2 UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.
PROPOSAL NO. 3
ADVISORY VOTE ON EXECUTIVE
COMPENSATION POLICIES
At the Annual Meeting, the Board of Directors is providing stockholders of Windstream the opportunity to
vote on the following advisory (nonbinding) resolution:
“Resolved, that the stockholders approve the overall executive compensation philosophy, policies, and
practices employed by Windstream, as described in the Compensation Discussion and Analysis in this
Proxy Statement.”
As described in the Compensation Discussion and Analysis, our executive compensation philosophy,
policies, and practices are designed to attract and retain key executives and provide total compensation that is
consistent with the long-term interests of Windstream’s stockholders. In order to align management’s interests
with the long-term interests of Windstream’s stockholders, Windstream uses meaningful short-term cash
incentives and long-term equity-based incentives to provide compensation that is dependent on Windstream’s
performance (or “at-risk”). In furtherance of these goals and in response to the overall business environment, in
2009 the Board of Directors of Windstream (i) froze the base salary, short-term incentive and long-term equity
incentive levels for all named executive officers at the levels approved for 2008 and (ii) eliminated country club
memberships and financial planning perquisites for executive officers. The Board of Directors has also adopted a
clawback policy that requires executive officers to repay or forfeit covered compensation under the conditions set
forth in the policy.
The Board of Directors values and encourages constructive dialogue on compensation and other important
governance topics with Windstream’s stockholders, to whom it is ultimately accountable. In February 2010, the
Board of Directors concluded that allowing an advisory vote on executive compensation provides an additional
way for Windstream stockholders to share their views on the company’s executive compensation strategy.
The Board of Directors requests stockholder approval of the company’s overall executive compensation
philosophy, policies and practices. Although your vote is advisory and will not be binding upon the Board of
Directors, the Compensation Committee will take into account the outcome of the vote when considering future
executive compensation decisions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL
OF PROPOSAL NO. 3. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED
FOR PROPOSAL NO. 3 UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.
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