Windstream 2011 Annual Report Download - page 9
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Please find page 9 of the 2011 Windstream annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.-
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All other matters to be submitted to a vote by the stockholders at the Annual Meeting must be approved
by the affirmative vote of the majority of the shares present in person or by proxy and entitled to vote on the
matter.
Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street
name and do not provide the organization that holds your shares with specific voting instructions, under the rules
of various national and regional securities exchanges, the organization that holds your shares may generally vote
on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not
receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds
your shares will inform the inspector of election that it does not have the authority to vote on this matter with
respect to your shares. This is generally referred to as a “broker non-vote.”
The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent
registered public accountant for 2012 (Proposal No. 4) is considered routine under applicable rules. A broker or
other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in
connection with Proposal No. 4.
The election of directors (Proposal No. 1), the approval of Windstream’s Performance Incentive
Compensation Plan, the advisory vote on executive compensation (Proposals No. 2 and 3) and the shareholder
proposals (Proposals No. 5 and 6) are matters considered non-routine under applicable rules. A broker or other
nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on
Proposals No. 1, No. 2, No. 3, No. 5 and No. 6.
Effect of Broker Non-Votes and Abstentions. Broker non-votes and abstentions are counted for purposes
of determining whether a quorum is present. Broker non-votes and abstentions will have no effect on the
outcome of the election of directors because they will not be considered votes cast. In the case of each proposal
other than election of directors, broker non-votes will have no effect on the outcome of each vote, but abstentions
will have the same effect as a vote “AGAINST” each item. In order to minimize the number of broker non-votes,
Windstream encourages you to provide voting instructions to the organization that holds your shares by carefully
following the instructions provided in the notice of internet availability of proxy materials.
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