Windstream 2009 Annual Report Download - page 56

share of Windstream stock; and (3) as to the beneficial owner, if any, on whose behalf the nomination is made,
(A) the name and address of such person, (B) the class and number of shares of Windstream which are
beneficially owned by such person, (C) a representation that the stockholder is a holder of record of stock of
Windstream entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to
propose such nomination, and (D) a representation whether the stockholder or the beneficial owner, if any,
intends or is part of a group which intends (i) to deliver a proxy statement and/or form of proxy to holders of at
least the percentage of Windstream’s outstanding capital stock required to elect the nominee and/or (ii) otherwise
to solicit proxies from stockholders in support of such nomination. A stockholder associated person means, with
respect to a stockholder, (1) any person directly or indirectly controlling, controlled by or under common control
with, or directly or indirectly acting in concert with, such stockholder and (2) any beneficial owner of shares of
Windstream stock owned of record or otherwise by such stockholder
The Bylaws also provide that no other business may be brought before an annual meeting except as
specified in the notice of the meeting or as otherwise brought before the meeting by or at the direction of the
Board or by a Windstream stockholder entitled to vote who has delivered timely notice to Windstream. These
requirements apply to any matter that a Windstream stockholder wishes to raise at an annual meeting other than
in accordance with the procedures in SEC Rule 14a-8. For business to be properly brought before an annual
meeting, such proposed business must constitute a proper matter for stockholder action. For a stockholder to
provide timely notice of a proposed action, a stockholder’s notice must be delivered to or mailed and received at
the principal executive offices of Windstream, not less than 90 days nor more than 120 days prior to the
anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the
event that the annual meeting of stockholders is called for a date that is not within 25 days before or after such
anniversary date, notice by the stockholder must be received not later than the close of business on the 10th day
following the date on which notice of the date of the annual meeting was mailed or public announcement of such
date was made, whichever occurs first.
A stockholder’s notice of proposed business (other than director nominations) must set forth as to each
matter the stockholder proposes to bring before the annual meeting (1) a brief description of the business desired
to be brought before the annual meeting and the text of the proposal or business, (2) the reason for conducting
such business and any material interest of the stockholder and any stockholder associated person, individually or
in the aggregate, including any anticipated benefit to the stockholder or stockholder associated person, (3) the
name and address, as they appear on Windstream’s books, of the stockholder proposing such business and of any
stockholder associated person, (4) the class and number of shares of Windstream common stock which are
beneficially owned by the stockholder and by any stockholder associated person, (5) a representation that the
stockholder is a holder of record of common stock of Windstream entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to propose such business, (6) a representation whether the
stockholder or the beneficial owner, if any, intends or is part of a group which intends (a) to deliver a proxy
statement and/or form of proxy to holders of at least the percentage of Windstream’s outstanding capital stock
required to approve or adopt the proposal and/or (b) otherwise to solicit proxies from stockholders in support of
such proposal, and (7) 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 share of Windstream stock.
All notices of stockholder nominations for director or other proposed business must be delivered in writing
to the Corporate Secretary of Windstream at the principal executive offices of Windstream at 4001 Rodney
Parham Road, Little Rock, Arkansas 72212.
Windstream will bear the cost of solicitation of proxies. In addition to the use of the mail, proxies may be
solicited by officers, directors, and employees of Windstream, personally or by telephone or electronic means. In
the event the management of Windstream deems it advisable, Windstream may engage the services of an
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