Windstream 2010 Annual Report Download - page 49

Windstream competes in a highly regulated industry, and the Company’s operations are significantly
affected by government actions at the local, state and national levels. Therefore, it is important that Windstream
actively participate in the electoral and legislative processes in order to protect stockholder interests and that
these activities remain transparent, as they are today.
Windstream has three objections to the proposal under consideration: (1) This proposal would impose
additional administrative burden on Windstream for little additional value for the Company or its stockholders
because comprehensive information regarding Windstream’s political activities is already publicly available;
(2) Windstream has not used corporate funds to make political contributions to candidates; and (3) It would
burden only Windstream, but not other participants in the political process, including our competitors, unions, or
other entities whose resources are in many cases far greater than Windstream’s. For these reasons, Windstream
believes this proposal is unnecessary and undesirable and could have adverse consequences for stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “AGAINST” THE
STOCKHOLDER PROPOSAL. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE
VOTED AGAINST THE STOCKHOLDER PROPOSAL UNLESS STOCKHOLDERS SPECIFY A
CONTRARY VOTE.
STOCKHOLDER PROPOSALS FOR 2012 ANNUAL MEETING
Stockholders who intend to present proposals at the 2012 Annual Meeting, and who wish to have those
proposals included in Windstream’s proxy statement for the 2012 Annual Meeting, must be certain that those
proposals are received by the Corporate Secretary at 4001 Rodney Parham Road, Little Rock, Arkansas 72212,
no later than November 25, 2011. Such proposals must meet the requirements set forth in the rules and
regulations of the SEC in order to be eligible for inclusion in the proxy statement for Windstream’s 2012 Annual
Meeting.
Additionally, stockholders that desire to submit a proposal at the 2012 Annual Meeting outside the
process established by SEC Rule 14a-8 (i.e., where the proposal will not be included in the Company’s proxy
statement for the 2012 Annual Meeting) must comply with the advance notice provisions in the Company’s
bylaws. In order to comply with the advance notice provisions in the Company’s bylaws, the stockholder must
deliver written notice of the proposal to the Corporate Secretary at the address provided above no earlier than
January 5, 2012 nor later than February 4, 2012.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Windstream has adopted a written policy for the review and approval of related party transactions. The
Governance Committee is responsible for the review and approval of transactions covered by the policy,
although transactions can also be approved by the disinterested members of the Board of Directors.
Under the policy and subject to the exceptions noted below, the Governance Committee or the Board
must approve any transaction in which Windstream is a participant, the amount involved equals or exceeds
$120,000, and the transaction is required to be disclosed under SEC rules regarding related party transactions. To
be approved, the transaction must be on terms comparable to those that could be obtained in arm’s length
dealings with an unrelated third party or is otherwise determined to be fair and in the best interests of
Windstream. The persons covered by the policy are Windstream’s directors, director nominees, and executive
officers, an immediate family member of any of the foregoing, and any entity that is controlled by any of the
foregoing persons. During 2010, there were no commercial transactions between related parties and Windstream
that required disclosure in this proxy statement.
Transactions covered by the policy do not include the provision of services, the sale of products or other
transactions conducted by Windstream in the ordinary course of business and on terms generally available to
43