Windstream 2011 Annual Report Download - page 54

PROPOSAL NO. 6
STOCKHOLDER PROPOSAL
The stockholder proposal, which follows, is a verbatim submission by the CWA General Fund (who has
notified Windstream that it is the beneficial owner of Windstream Common Stock valued at more than $2,000),
whose address is 501 Third Street, N.W., Washington, D.C. 20001-2767, for consideration by Windstream
stockholders. All statements therein are the sole responsibility of the Fund.
Resolved, that the shareholders of Windstream (“Company”) hereby request that the Company provide a
report, updated semiannually, disclosing the Company’s:
1. Policies and procedures for political contributions and expenditures (both direct and indirect) made
with corporate funds.
2. Monetary and non-monetary contributions and expenditures (direct and indirect) used to participate or
intervene in any political campaign on behalf of (or in opposition to) any candidate for public office,
and used in any attempt to influence the general public, or segments thereof, with respect to elections
or referenda. The report shall include:
a. An accounting through an itemized report that includes the identity of the recipient as well as the
amount paid to each recipient of the Company’s funds that are used for political contributions or
expenditures as described above; and
b. The title(s) of the person(s) in the Company responsible for the decision(s) to make the political
contributions or expenditures.
The report shall be presented to the board of directors or relevant board oversight committee and posted on
the Company’s website.
Stockholder Supporting Statement
As long-term shareholders of Windstream, we support transparency and accountability in corporate
spending on political activities. These include any activities considered intervention in any political campaign
under the Internal Revenue Code, such as direct and indirect political contributions to candidates, political
parties, or political organizations; independent expenditures; or electioneering communications on behalf of
federal, state or local candidates.
Disclosure is consistent with public policy, in the best interest of the company and its shareholders, and
critical for compliance with federal ethics laws. Moreover, the Supreme Court’s Citizens United decision
recognized the importance of political spending disclosure for shareholders when it said “[D]isclosure permits
citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables
the electorate to make informed decisions and give proper weight to different speakers and messages.” Gaps in
transparency and accountability may expose the company to reputational and business risks that could threaten
long-term shareholder value.
Windstream contributed at least $191,000 in corporate funds since the 2006 election cycle. (CQ: http: //
moneyline.cg.com/pml/home.do and National Institute on Money in State Politics: http: /_/www.
followthemoney. org / index. phtml.)
However, relying on publicly available data does not provide a complete picture of the Company’s
political spending. For example, the Company’s payments to trade associations used for political activities are
undisclosed and unknown. The proposal asks the Company to disclose all of its political spending, including
48