Windstream 2009 Annual Report Download - page 53

the stockholders while providing competitive compensation that requires executives to own a significant portion
of Company stock while ensuring appropriate personal flexibility and aligning the long-term interests of
employees and stockholders.
For these reasons Windstream believes this proposal is unnecessary and undesirable and could have adverse
consequences for stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “AGAINST” THE
STOCKHOLDER PROPOSAL. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE
VOTED AGAINST THE STOCKHOLDER PROPOSAL UNLESS STOCKHOLDERS SPECIFY A
CONTRARY VOTE.
STOCKHOLDER PROPOSALS FOR 2011 ANNUAL MEETING
Stockholders who intend to present proposals at the 2011 Annual Meeting, and who wish to have those
proposals included in Windstream’s proxy statement for the 2011 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 25, 2010. 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 2011 Annual Meeting.
CERTAIN TRANSACTIONS
Windstream has 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.
During 2009, Windstream engaged Touchwood Technologies of Little Rock, Arkansas to perform
information technology consulting services including website development and email fulfillment and paid
Touchwood approximately $208,000 for these services. The brother of John Eichler is an employee with
Touchwood and performs services for Touchwood on engagements with Windstream. Windstream engaged
Touchwood to perform these services prior to John Eichler’s appointment to his position of Controller, and John
Eichler has had no involvement in Windstream’s relationship with Touchwood or Windstream’s procurement
decisions for this vendor. Windstream believes that the engagements with Touchwood are on market terms that
are comparable or more favorable to those that could be obtained in arm’s length dealings with unrelated third
parties. Any future engagements, or amendments or renewals of any existing engagements, of Touchwood by
Windstream will be subject to Windstream’s procedure for the review and approval of related party transactions
involving officers, including, without limitation, approval by the Governance Committee of the Board of
Directors of Windstream.
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