Windstream 2011 Annual Report Download - page 55

payments to trade associations and other tax exempt organizations used for political purposes. This would bring
our Company in line with a growing number of leading companies, including Exelon, Merck and Microsoft that
support political disclosure and accountability and present this information on their websites.
The Company’s Board and its shareholders need comprehensive disclosure to be able to fully evaluate the
political use of corporate assets. We urge your support for this critical governance reform.
BOARD OF DIRECTORS’ STATEMENT IN OPPOSITION TO THE STOCKHOLDER PROPOSAL
Windstream shares the proponents’ interest in transparency and accountability regarding corporate
spending on political activities, and the Board of Directors has adopted the following policy regarding spending
on political activities which is posted on the Investor Relations portion of Windstream’s website:
Windstream’s Board of Directors oversees corporate political spending. At least annually, Windstream
will brief its Governance Committee on the company’s corporate political activity, including the spending of
treasury funds and/or funds from the Windstream Corporation political action committees. Further, prior to
funding any independent expenditure, Windstream shall obtain the approval of its Governance Committee.
Windstream is committed to transparency in its political activities. The company complies with federal
and state regulatory reporting requirements, including required filings made with the Federal Election
Commission (FEC) and comparable state entities. Windstream’s FEC filings are publicly available on the FEC’s
website (www.fec.gov) and state-only filings are available on the websites of the Arkansas Secretary of State and
the Florida Division of Elections, and Windstream posts a link to these filings on its Investor Relations website to
facilitate shareholder access to them.
Windstream has not funded independent expenditures and does not plan to fund independent expenditures
as part of its political program. Consistent with its commitment to transparency, Windstream will be fully
transparent if it funds independent expenditures in the future.
Windstream will encourage its trade associations to provide transparency for their political campaign
contributions and to decline to make independent expenditures. The company will not, however, condition
membership in a group or association based on the group or association’s policy on reporting independent
expenditures.
Windstream competes in a highly regulated industry, and the Company’s operations are significantly
affected by government actions at the local, state and national levels. Therefore, it is important that Windstream
actively participate in the electoral and legislative processes in order to protect stockholder interests and that
these activities remain transparent, as they are today.
We believe the Windstream’s existing policy substantially implements the core elements of the
proponent’s proposal. Our policy goes even further by requiring approval by the Governance Committee of the
Board of Directors for independent political expenditures, which is a key area of concern expressed to us by
various shareholder constituencies of Windstream. The only difference in our policy and the proponent’s is the
level of detail, format and frequency of reporting of political spending. For these reasons, Windstream believes
this proposal is unnecessary.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “AGAINST” THE
STOCKHOLDER PROPOSAL. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE
VOTED AGAINST THE STOCKHOLDER PROPOSAL UNLESS STOCKHOLDERS SPECIFY A
CONTRARY VOTE.
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