Windstream 2011 Annual Report Download - page 14

served as President of MidAmerican’s non-regulated businesses. Mr. Wells held various executive and
management positions with MidAmerican, its subsidiaries, and Iowa-Illinois Gas and Electric, one of its
predecessors, from 1993 through 1999. Prior to that, Mr. Wells was with Deloitte Consulting (previously
Deloitte & Touche Consulting) and previously held various positions with the Public Utility Commission
of Texas and Illinois Power Company.
Mr. Wells’ qualifications for election to the Board include his wide range of operational and financial
experiences in regulated industries and associated businesses. Through his prior experience as a senior
executive in the telecommunications and other regulated industries, he has insight on managing complex
regulated enterprises, developing strategic plans in changing regulatory environments, overseeing
financial reporting processes, and executing large capital market transactions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
VOTE FOR EACH OF THE FOREGOING NOMINEES. PROXIES SOLICITED BY THE BOARD OF
DIRECTORS WILL BE VOTED FOR EACH OF THE FOREGOING NOMINEES UNLESS
STOCKHOLDERS SPECIFY A CONTRARY VOTE.
BOARD AND BOARD COMMITTEE MATTERS
During 2011, there were eleven meetings of Windstream’s Board. All of the directors attended 75% or
more of the meetings of the Windstream Board of Directors and Board Committees on which they served during
the periods in which they served. Directors are expected to attend each annual meeting of stockholders. Each
director attended the 2011 Annual Meeting of Stockholders.
The Windstream Board of Directors has affirmatively determined that all of the nominees for director,
except Messrs. Francis X. Frantz, Jeffery R. Gardner and Alan L. Wells, have no material relationship with
Windstream and are independent directors under NASDAQ listing standards. Each of the director nominees was
elected at the 2011 Annual Meeting of Stockholders.
The Board has adopted categorical standards for use in determining whether any relationship between a
director and Windstream is a material relationship that would impair the director’s independence. Specifically,
the Board has determined that one or more relationships between a director and Windstream during the past three
fiscal years will not constitute a material relationship that would interfere with the director’s exercise of
independent judgment if each such relationship falls within one or more of the following categorical standards:
(1) The director, or one or more members of the director’s immediate family, purchased services or
products from Windstream in the ordinary course of business and on terms generally available to
employees or customers;
(2) The director, or one or more members of the director’s immediate family, was either a director of an
entity or owned five percent or less of an entity, or both, that has a business relationship with
Windstream, as long as the director or immediate family member was not an executive officer or
employee of such entity;
(3) The director or one or more members of the director’s immediate family was a director or trustee of
an entity that had a charitable relationship with Windstream and that made payments to, or received
payments from, Windstream in any fiscal year in an amount representing less than $100,000 for the
year in question;
(4) The director or a member of the director’s immediate family was a partner, controlling shareholder,
executive officer or employee of an entity that made payments to, or received payments from,
Windstream in any year in question that account for less than $200,000 or, if greater, five percent of
the recipient’s consolidated gross revenues for the year in question.
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