Windstream 2011 Annual Report Download - page 61

A stockholder’s notice of proposed business (other than director nominations) must set forth as to each
matter the stockholder proposes to bring before the annual meeting (1) a brief description of the business desired
to be brought before the annual meeting and the text of the proposal or business, (2) the reason for conducting
such business and any material interest of the stockholder and any stockholder associated person, individually or
in the aggregate, including any anticipated benefit to the stockholder or stockholder associated person, (3) the
name and address, as they appear on Windstream’s books, of the stockholder proposing such business and of any
stockholder associated person, (4) the class and number of shares of Windstream Common Stock which are
beneficially owned by the stockholder and by any stockholder associated person, (5) a representation that the
stockholder is a holder of record of Common Stock of Windstream entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to propose such business, (6) a representation whether the
stockholder or the beneficial owner, if any, intends or is part of a group which intends (a) to deliver a proxy
statement and/or form of proxy to holders of at least the percentage of Windstream’s outstanding capital stock
required to approve or adopt the proposal and/or (b) otherwise to solicit proxies from stockholders in support of
such proposal, and (7) whether and the extent to which any hedging or other transaction or series of transactions
has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any
short position or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate
loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such
stockholder or any such stockholder associated person with respect to any share of Windstream stock.
All notices of stockholder nominations for director or other proposed business must be delivered in
writing to the Corporate Secretary of Windstream at the principal executive offices of Windstream at 4001
Rodney Parham Road, Little Rock, Arkansas 72212.
Windstream will bear the cost of solicitation of proxies. In addition to the use of the mail, proxies may be
solicited by officers, directors, and employees of Windstream, personally or by telephone or electronic means. In
the event the management of Windstream deems it advisable, Windstream may engage the services of an
independent proxy solicitation firm to aid in the solicitation of proxies. The fees paid by Windstream, in the
event of such an engagement, likely would not exceed $20,000. Windstream will pay persons holding stock in
their names or those of their nominees for their expenses in sending soliciting material to their principals in
accordance with applicable regulations.
The material referred to in this proxy statement under the caption “Audit Committee Report” shall not be
deemed soliciting material or otherwise deemed filed and shall not be deemed to be incorporated by any general
statement of incorporation by reference in any filings made under the Securities Act of 1933 or the Securities
Exchange Act of 1934.
IT IS IMPORTANT THAT ALL SHARES BE VOTED PROMPTLY. THEREFORE,
STOCKHOLDERS ARE URGED TO VOTE AS SOON AS POSSIBLE ON THE INTERNET, BY
TELEPHONE, OR BY MAIL.
Dated: March 27, 2012 By Order of the Board of Directors,
John P. Fletcher,
Secretary
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