Windstream 2010 Annual Report Download - page 10

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. The nine current members of the
Board of Directors will stand for election as directors at the 2011 Annual Meeting of Stockholders, and the size
of the Board is expected to be fixed at nine at such time. Directors are elected to serve until the 2012 Annual
Meeting of Stockholders or until their successors are duly elected and qualified or until their earlier removal,
resignation or death. The slate of nine nominees set forth below has been chosen by the Board upon the
recommendation of the Governance Committee.
Unless otherwise directed, the persons named in the form of proxy for the Annual Meeting will vote that
proxy for the election of the nine 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. 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 53, 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 Instrument. 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 60, 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.
Mr. Beall’s qualifications for election to the Board include his ability to provide the perspective of an
active chief executive officer of a public company, which gives him unique insights into Windstream’s
challenges and opportunities. As a current chief executive officer of a public company and a director of
several private businesses, he has insight on managing complex business operations, overseeing business
risk, designing compensation programs that motivate people, and developing national advertising
campaigns.
Dennis E. Foster, age 70, has served as Chairman of the Board of Windstream since February 2010.
From July 2006 to February 2010, he served as Lead Director, and Mr. Foster continues to perform the
role of Lead Director in his role as Chairman. Mr. Foster was a director of Alltel Holding Corp. (a
predecessor corporation to Windstream) from June 2006 to July 2006. Mr. Foster serves as Chairman of
4