Windstream 2009 Annual Report Download - page 55

(c) Tax fees are principally comprised of fees for tax consulting services provided by PwC.
(d) All other fees are comprised of fees which cannot be associated with the categories previously noted.
In making its determination regarding the independence of PwC, the Audit Committee considered whether
the provision of the services covered herein regarding “Audit-related fees”, “Tax fees” and “All other fees” was
compatible with maintaining such independence. All services to be performed for Windstream by PwC must be
pre-approved by the Audit Committee or a designated member of the Audit Committee pursuant to the
Committee’s Pre-Approval Policies and Procedures. The Audit Committee’s pre-approval policy provides that
Windstream may engage PwC for non-audit services (i) only if such services are not prohibited from being
performed by PwC under the Sarbanes-Oxley Act of 2002 or any other applicable law or regulation and (ii) if
such services are tax-related services, such services are one or more of the following tax-related services: tax
return preparation and review; advice on income tax, tax accounting, sales/use tax, excise tax and other
miscellaneous tax matters; tax advice and implementation assistance on restructurings, mergers and acquisition
matters and other tax strategies. The pre-approval policy provides that the Audit Committee, or any individual
member of the Audit Committee who has been designated with authority to pre-approve audit or non-audit
services to be performed by PwC, must pre-approve the engagement of PwC to perform such non-audit services,
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
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