Windstream 2010 Annual Report Download - page 50

employees or customers. Covered transactions also do not include an employment or service relationship
involving a director or executive officer and any related compensation resulting from that relationship that is
approved by Windstream’s Compensation Committee or is disclosed in the proxy statement pursuant to the
SEC’s executive compensation rules. Additionally, covered transactions do not include employment relationships
of immediate family members of executive officers as long as the immediate family member is not also an
executive officer and is not related to the Chief Executive Officer or a director. Any employment relationships
with immediate family members of executive officers that are not subject to the policy require the approval of the
Chief Executive Officer. The Governance Committee also receives an annual report disclosing the terms of all
related party transactions including transactions that do not require pre-approval by the Committee. The
following is a summary of certain employment relationships occurring during 2010 involving Windstream,
certain of its executive officers and certain members of their immediate family. Windstream believes the terms of
the following employment relationships are comparable to terms that would have been reached by unrelated
parties in arm’s-length transaction.
David Martin, brother-in-law of Brent Whittington, who is Chief Operating Officer and an executive
officer of Windstream. Mr. Martin served as a Director of Business Solutions during 2010. For 2010,
Windstream paid Mr. Martin total compensation of $148,576 comprised of salary, commissions, the value of
restricted stock granted during 2010, Company contribution to the Windstream 401K plan, and the Company
portion of healthcare premiums.
Wendy Raney, wife of William Grant Raney, who is Executive Vice President – Network Operations and
an executive officer of Windstream. Ms. Raney served as Vice President of Customer Service during 2010. For
2010, Windstream paid Ms. Raney total compensation of $231,788 comprised of salary, bonus, the value of
restricted stock granted during 2010, Company contribution to the Windstream 401K plan and the Company
portion of healthcare premiums.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Windstream’s directors and executive
officers, and persons who own more than ten percent of Windstream’s Common Stock, to file with the SEC and
NASDAQ initial reports of ownership and reports of changes in ownership of that Common Stock. To
Windstream’s knowledge, based solely upon a review of copies of reports provided by those individuals to
Windstream and written representations of those individuals that no other reports were required with respect to
the year ended December 31, 2010, Windstream believes that all of the foregoing filing requirements applicable
to its directors, executive officers, and greater-than-ten percent beneficial owners have been met, except that one
Form 4 related to one reportable transaction for each of the following individuals was filed on November 19,
2010, which was two business days after the filing deadline for these reports: Anthony W. Thomas, William G.
Raney, Cynthia Nash, and Robert G. Clancy.
ANNUAL REPORT
The 2010 Annual Report accompanies this proxy statement, which incorporates a copy of Windstream’s
2010 Form 10-K report, including the consolidated financial statements and the financial statement schedules
thereto.
For stockholders who elect to receive proxy materials by mail and not electronic delivery, only one copy
of this proxy statement, and the accompanying Annual Report, is being delivered to such stockholders who share
an address, unless Windstream has received contrary instructions from one or more of the stockholders.
Windstream will promptly deliver a separate copy of this proxy statement and the accompanying Annual Report
to any stockholder at a shared address to which a single copy of those documents has been delivered by mail
upon the written or oral request from that stockholder to Windstream at the address provided below or by calling
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