Windstream 2011 Annual Report Download - page 17

STOCK OWNERSHIP GUIDELINES
The Windstream Board of Directors has adopted minimum stock ownership guidelines for Windstream’s
directors and executive officers. Directors who are not executive officers are expected to maintain beneficial
ownership of shares of Windstream Common Stock valued at least five times the annual cash retainer paid to
non-management directors. Executive officers are expected to maintain beneficial ownership of shares of
Common Stock at the following levels: ten times base salary for the Chief Executive Officer; five times base
salary for each of the Chief Financial Officer, Chief Operating Officer and General Counsel; and three times base
salary for all other executive officers. Directors have a transition period of five years from their initial election,
and executive officers have a transition period of three years from their initial election to meet the applicable
ownership guidelines and, thereafter, one year to meet any increased ownership requirements resulting from
changes in stock price, annual base fee, annual base salary, or applicable ownership levels occurring since the
initial deadline. During the transition period and until the director or officer satisfies the specified ownership
levels, the guidelines impose a retention ratio that provides that each officer and director is expected to retain at
least 50% of the shares received, net of tax payment obligations, upon the vesting of restricted stock or the
exercise of stock options. Directors and officers are also required to hold for at least six months all shares
received, net of tax payment obligations, upon vesting of restricted stock or the exercise of stock options. For the
purposes of the guidelines, unvested shares or units of restricted stock (including the performance-based
restricted stock units granted beginning in 2011) are considered to be owned.
Based on the foregoing, the table below sets forth the number of shares of Common Stock that each
named executive officer is expected to own by the 2012 Annual Meeting of Stockholders, which amounts were
determined based on each person’s position with Windstream, the person’s base salary and the closing price of
Windstream common stock, in each case as of the date of Windstream’s 2011 Annual Meeting of Stockholders,
and the number of shares deemed owned under the guidelines:
Named Executive Officers Guideline Share Amount Shares Owned (1)
Jeffery R. Gardner 749,622 1,991,632
Anthony W. Thomas 197,142 329,622
Brent Whittington 232,602 509,971
John P. Fletcher 179,652 428,683
Cynthia B. Nash 102,857 305,173
(1) This amount differs from the amount reported in the “Security Ownership of Directors and Executive
Officers” table because unvested performance-based RSUs are deemed to be owned under the guidelines but not
for purposes of the SEC rules that drive the disclosure in the “Security Ownership of Directors and Executive
Officers” table.
Based on current ownership amounts, Windstream expects that each of its executive officers will be in
compliance with the stock ownership guidelines at the time of the 2012 Annual Meeting of Stockholders.
Following the 2012 Annual Meeting of Stockholders, the executive officers will have until 2013 Annual Meeting
of Stockholders to meet increased share guidelines resulting from changes in stock price, annual base salary or
ownership levels since the 2012 Annual Meeting of Stockholders.
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