Windstream 2011 Annual Report Download - page 50

of just 0.03% on a year-over-year basis, and pro forma adjusted OIBDA increased by 1.2% on a year
over year basis.
• For 2011, our annual (short-term) incentive plan recognized these results with a payout of 140% of
target levels and our performance-based equity awards were earned at target level. These payouts
demonstrate our desired correlation between pay and performance. We also took actions to increase
management’s alignment with the long-term interests of our shareholders by incorporating
performance-based restricted stock units (PBRSUs) into our long-term incentive program and adding
an opportunity for an enhanced level of payout of the PBRSUs based on achievement of a three-year
revenue goal. These compensation design features, along with our robust stock ownership guidelines,
including ten times base salary for the CEO, and clawback policy that allows Windstream to recover
both incentive and non-incentive based compensation in certain situations, strengthen our executive
compensation program without creating incentives for excessive risk taking.
The Board of Directors values and encourages constructive dialogue on compensation and other
important governance topics with Windstream’s stockholders, to whom it is ultimately accountable. The Board of
Directors requests stockholder approval of the Company’s overall executive compensation philosophy, policies
and practices. Although your vote is advisory and will not be binding upon the Company or the Board of
Directors, nor will it create or imply any change in the fiduciary duties of the Company or the Board of Directors,
the Compensation Committee will take into account the outcome of the vote when considering future executive
compensation decisions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL
OF PROPOSAL NO. 3. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED
FOR PROPOSAL NO. 3 UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.
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