Windstream 2009 Annual Report Download - page 6

INTERNET AVAILABILITY OF PROXY MATERIALS
Under U.S. Securities and Exchange Commission (SEC) rules, we are furnishing proxy materials to our
stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder.
Beginning March 26, 2010, we mailed to our stockholders (other than those who previously requested electronic
or paper delivery) a notice containing instructions on how to access our proxy materials, including our proxy
statement and our annual report. The notice also instructs you on how to access your proxy card to vote through
the Internet or by telephone.
This new process is designed to expedite stockholders’ receipt of proxy materials, lower the cost of the
annual meeting, and help conserve natural resources. However, if you would prefer to receive printed proxy
materials, please follow the instructions included in the notice. If you have previously elected to receive our
proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.
VOTING INFORMATION
Shares represented by properly executed proxies will be voted at the annual meeting of stockholders (“the
Annual Meeting”). If a choice is specified by a stockholder, the proxy will be voted in accordance with that
choice. If no choice is specified by a stockholder, the proxy will be voted in accordance with the
recommendations of the Windstream Board of Directors.
Any stockholder executing a proxy retains the right to revoke it at any time prior to exercise at the Annual
Meeting. A proxy may be revoked by delivery of written notice of revocation to the Secretary of Windstream, by
execution and delivery of a later proxy or by voting the shares in person at the Annual Meeting. If not revoked,
all shares represented by properly executed proxies will be voted as specified therein.
The close of business on March 17, 2010 has been fixed as the record date for the determination of
stockholders entitled to notice of and to vote at the meeting or any adjournment thereof. On the record date, there
were outstanding and entitled to vote 456,614,148 shares of Common Stock. This proxy statement is being made
available to stockholders beginning on March 26, 2010.
Required Vote. On all matters to be acted upon at the meeting, each share of common stock is entitled to
one vote per share. Windstream’s Bylaws were amended by the Board of Directors in February 2010 to require
that, in an uncontested election, each director be elected by the affirmative vote of a majority of the votes cast at
the meeting, either in person or by proxy (in other words, the number of shares voted “for” a director nominee
must exceed the number of votes cast “against” that director nominee). In a contested election (a situation in
which the number of nominees exceeds the number of directors to be elected), a plurality standard would apply to
election of directors, and under a plurality standard the nominees for election of directors who receive the
greatest number of votes cast for the election of directors at the meeting by the shares represented in person or by
proxy and entitled to vote would be elected directors. The 2010 election has been determined to be an
uncontested election, and the majority vote standard will apply.
If a nominee who is serving as a director is not elected at the Annual Meeting, Delaware law provides that
the director would continue to serve on the Board as a “holdover director.” However, under our Bylaws
beginning in 2010, each director annually submits an advance, contingent, irrevocable resignation that the Board
may accept if the director fails to be elected through a majority vote. In that situation, the Governance Committee
would consider the tendered resignation of any nominee who failed to receive a majority vote and make a
recommendation to the Board about whether to accept or reject the resignation, or whether to take other action.
The Board will act on the Governance Committee’s recommendation to it within 90 days from the date the
election results are certified and then publicly disclose its decision and the rationale behind it. If a nominee who
was not already serving as a director fails to receive a majority of votes cast at the annual meeting, Delaware law
provides that the nominee does not serve on the Board as a “holdover director.” In 2010, all director nominees
are currently serving on the Board.
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