Windstream 2009 Annual Report Download - page 8

PROPOSAL NO. 1
ELECTION OF DIRECTORS
The number of directors that serve on the Windstream Board of Directors is currently set at nine and may be
fixed from time to time in the manner provided in Windstream’s Bylaws. Mr. Frank Reed will not be standing for
election as director at the 2010 Annual Meeting of Stockholders because he will have reached the mandatory
retirement age for directors under Windstream’s Corporate Governance Board Guidelines. The remaining eight
current members of the Board of Directors will stand for election as directors at the 2010 Annual Meeting of
Stockholders, and the size of the Board is expected to be fixed at eight at such time. Directors are elected to serve
until the 2011 Annual Meeting of Stockholders or until their successors are duly elected and qualified or until
their earlier removal, resignation or death. The slate of eight nominees set forth below has been chosen by the
Board upon the recommendation of the Governance Committee.
As part of the merger agreement with Iowa Telecommunications Services, Inc. (“Iowa Telecom”),
Windstream has agreed to cause Alan L. Wells to be appointed to its board of directors effective as of the closing
of the merger. Mr. Wells is the Chairman of the Board of Directors and Chief Executive Officer of Iowa
Telecom. Windstream expects to appoint Mr. Wells to serve until the 2011 Annual Meeting of Stockholders or
until his successor is duly elected and qualified or until his earlier removal, resignation or death. Following the
appointment of Mr. Wells and the resignation of Mr. Reed, the size of the Board is expected to be fixed at nine.
Unless otherwise directed, the persons named in the form of proxy for the Annual Meeting will vote that
proxy for the election of the eight persons named below. In case any nominee is unable to serve (which is not
anticipated), the persons named in the proxy may vote for another nominee of their choice. For each nominee,
there follows a brief listing of principal occupations for at least the past five years, other major affiliations,
Windstream Board Committees, age, and the year in which each such person was initially elected as a
Windstream director. As required by recently adopted SEC disclosure rules, the following description of each
director also outlines the specific experience, qualifications, attributes or skills that support the Board’s
conclusion that the nominee should serve as a director.
Carol B. Armitage, age 52, has served as a director of Windstream since September 2007 and serves on
the Audit Committee and the Governance Committee. Ms. Armitage has served as a telecommunications
consultant since 1998. From 1995 to 1997 she served as Senior Vice President, Technology and Strategy
at General Instruments. Prior to 1995 she held various management and engineering positions during
sixteen years of service with Bell Laboratories and Network Systems (which later became Lucent).
Since March 2010, Ms. Armitage has served as Chairman of the Board of SCALA, Inc., a provider of
digital signage and advertising management solutions. From 2000 to February 2010, she served as Vice
Chairman of SCALA. From 2003-2004, Ms. Armitage served as Chairman of the Board and was on the
Audit Committee of YDI Wireless, a public company engaged in the development and provision of
wireless fiber technologies.
Ms. Armitage’s qualifications for election to the Board include her extensive knowledge of technologies
impacting the communications industry based on her deep industry experience and her educational
training including an M.S. in electrical engineering from Princeton University. Her service on the boards
of other companies has given her additional experience in strategic planning, financial reporting, and
mergers and acquisitions.
Samuel E. Beall, III, age 59, has served as a director of Windstream since November 2006 and serves on
the Compensation Committee and Governance Committee. Mr. Beall has served as Chairman of the
Board and Chief Executive Officer of Ruby Tuesday, Inc. since May 1995 and also as President of Ruby
Tuesday, Inc. since July 2004. Ruby Tuesday, Inc. is a New York Stock Exchange listed company that
owns and operates casual dining restaurants under the Ruby Tuesday brand.
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