Windstream 2010 Annual Report Download - page 45

PROPOSAL NO. 3
ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION
In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of
the Securities Exchange Act of 1934, we are providing the Company’s stockholders the opportunity to cast an
advisory vote on whether a non-binding stockholder resolution to approve the compensation of the Company’s
named executive officers should occur every one, two or three years. The Board recommends that stockholders
vote to hold an advisory vote on executive compensation every year, or an annual vote.
Board Recommendation
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT AN ADVISORY
VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS BE
INCLUDED IN THE COMPANY’S PROXY STATEMENT EVERY YEAR.
PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OF INCLUDING AN
ADVISORY VOTE ON EXECUTIVE COMPENSATION IN THE COMPANY’S PROXY STATEMENT
EVERY YEAR.
Vote Required
Generally, approval of any matter presented to shareholders requires a majority of the shares present in
person or by proxy and entitled to vote on the matter. However, because this vote is advisory and non-binding, if
none of the frequency options receive majority support, the option receiving the greatest number of votes will be
considered the frequency recommended by the Company’s stockholders. Although your vote is advisory and will
not be binding upon the Company or the Board of Directors, nor will it create or imply any change in the
fiduciary duties of the Company or the Board of Directors, the Board of Directors will take into account the
outcome of this vote in making a determination on the frequency at which advisory votes on executive
compensation will be included in the Company’s proxy statement.
PROPOSAL NO. 4
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Audit Committee has selected PricewaterhouseCoopers LLP (“PwC”) to audit Windstream’s
consolidated financial statements for the fiscal year ending December 31, 2011. Windstream is submitting to the
stockholders for ratification at the Annual Meeting the selection of PwC as Windstream’s independent auditors
for 2011, although neither the Board of Directors nor its Audit Committee maintains a policy requiring
Windstream to seek stockholder ratification of the independent auditor selection. PwC also served as
Windstream’s independent auditor during 2009 and 2010 in connection with the audits of the 2009 and 2010
fiscal years. Information regarding PwC’s fees for 2009 and 2010 is provided below under the caption “Audit
and Non-Audit Fees”. Representatives of PwC are expected to be present at the 2011 Annual Meeting and will
have an opportunity to make a statement, if they desire to do so, and to respond to appropriate questions.
If the stockholders fail to ratify the appointment of PricewaterhouseCoopers LLP as Windstream’s
independent registered public accountant, the Board will reconsider the appointment. However, even if the
selection is ratified, the Audit Committee, in its sole discretion, may change the appointment at any time during
the year if it determines that such a change would be in the best interests of Windstream and its stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
VOTE “FOR” PROPOSAL NO. 4. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE
VOTED FOR PROPOSAL NO. 4 UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.
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