Windstream 2009 Annual Report Download - page 51

PROPOSAL NO. 4
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Audit Committee has selected PricewaterhouseCoopers LLP (“PwC”) to audit Windstream’s
consolidated financial statements for the fiscal year ending December 31, 2009. Windstream is submitting to the
stockholders for ratification at the Annual Meeting the selection of PwC as Windstream’s independent auditors
for 2009, although neither the Board of Directors nor its Audit Committee maintains a policy requiring
Windstream to seek stockholder ratification of the independent auditor selection. PwC also served as
Windstream’s independent auditor during 2008 and 2009 in connection with the audits of the 2008 and 2009
fiscal years. Information regarding PwC’s fees for 2008 and 2009 is provided below under the caption “Audit
and Non-Audit Fees.” Representatives of PwC are expected to be present at the 2010 Annual Meeting and will
have an opportunity to make a statement, if they desire to do so, and to respond to appropriate questions.
If the stockholders fail to ratify the appointment of PricewaterhouseCoopers LLP as Windstream’s
independent registered public accountant, the Board will reconsider the appointment. However, even if the
selection is ratified, the Audit Committee, in its sole discretion, may change the appointment at any time during
the year if it determines that such a change would be in the best interests of Windstream and its stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
VOTE “FOR” PROPOSAL NO. 4. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE
VOTED FOR PROPOSAL NO. 4 UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.
PROPOSAL NO. 5
STOCKHOLDER PROPOSAL – HOLDING EQUITY UNTIL RETIREMENT
The stockholder proposal, which follows, is a verbatim submission by the Trust for the International
Brotherhood of Electrical Workers’ Pension Benefit Fund (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, that stockholders of Windstream Corporation (“Company”) urge the Compensation Committee of
the Board of Directors (the “Committee”) to adopt a policy requiring that senior executives retain a significant
percentage of shares acquired through equity compensation programs until two years following the termination
of their employment (through retirement or otherwise), and to report to stockholders regarding the policy before
Company 2011 annual meeting of stockholders. The stockholders recommend that the Committee not adopt a
percentage lower than 75% of net after-tax shares. The policy should address the permissibility of transactions
such as hedging transactions which are not sales but reduce the risk of loss to the executive.
SUPPORTING STATEMENT
Equity-based compensation is an important component of senior executive compensation at Company.
Requiring senior executives to hold a significant portion of shares obtained through compensation plans
after the termination of employment would focus them on Company long-term success and would better align
their interests with those of Company stockholders. In the context of the current financial climate, we believe it is
imperative that companies reshape their compensation policies and practices to discourage excessive risk-taking
and promote long-term, sustainable value creation. A 2002 report by a commission of The Conference Board
endorsed the idea of a holding requirement, stating that the long-term focus promoted thereby “may help prevent
companies from artificially propping up stock prices over the short-term to cash out options and making other
potentially negative short-term decisions.”
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