Windstream 2010 Annual Report Download - page 46

PROPOSAL NO. 5
STOCKHOLDER PROPOSAL – CUMULATIVE VOTING
The stockholder proposal, which follows, is a verbatim submission by the Trust for the International
Brotherhood of Electrical Workers’ Pension Benefit Fund (who has notified Windstream that it is the beneficial
owner of 32,910 shares of Windstream Common Stock), whose address is 900 Seventh Street, N.W.,
Washington, D.C. 20001, for consideration by Windstream stockholders. All statements contained in the
proposal are the sole responsibility of the Fund.
RESOLVED: That the stockholders of Windstream Corporation (“the Company”), assembled in Annual
Meeting in person or by proxy, hereby request the Board of Directors to take the necessary steps to provide for
cumulative voting in the contested election of directors, which means each stockholder shall be entitled to as
many votes as shall equal the number of shares he or she owns multiplied by the number of directors to be
elected, and he or she may cast all such votes for a single candidate, or any two or more of them as he or she may
see fit.
SUPPORTING STATEMENT
Cumulate voting means that each shareholder may cast as many votes as equal the number of shares held,
multiplied by the number of directors to be elected. Each shareholder may cast all such cumulated votes for a
single candidate or split votes between one or more candidates, as each shareholder sees fit.
We believe that cumulative voting increases the possibility of electing at least one director with a
viewpoint independent of management. In our opinion, this will help achieve the objective of the board
representing all shareholders.
We urge our fellow shareholders to vote yes for cumulative voting and the opportunity to enhance the
Board with a more independent perspective.
BOARD OF DIRECTORS’ STATEMENT
IN OPPOSITION TO THE STOCKHOLDER PROPOSAL
Under the Company’s existing majority voting standard, to be elected in uncontested elections of
directors, nominees for election must receive a majority of the votes cast. In contested elections, directors will
continue to be elected by a plurality of the votes cast. The Board believes that majority voting is the fairest way
to elect the Company’s directors in uncontested elections, as well as the method most likely to produce a Board
that will effectively represent the interests of Windstream stockholders. One consequence of cumulative voting is
to permit the holders of less than a majority of the votes cast to elect a director.
Cumulative voting is incompatible with majority voting. By permitting stockholders to aggregate their
votes and cast them for only one or a limited number of directors, cumulative voting could result in the election
of directors who receive less than a majority of the votes outstanding. Stockholders who cumulate their vote
often do not vote for all of the candidates for directors and accordingly, some directors who receive very few
“for” votes may be elected to the Board.
Windstream’s Governance Committee, which is responsible for identifying candidates for the Board, as
well as the independence criteria contained in Windstream’s Corporate Governance Board Guidelines, protects
the interests of all stockholders by ensuring that Windstream has an independent and effective Board of
Directors. Six directors are independent, and the Governance Committee is comprised entirely of independent
directors. This degree of independence among Board members ensures that directors will represent the interest
of, and remain accountable to, all stockholders.
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