Windstream 2012 Annual Report Download - page 10

PROPOSAL NO. 1
ELECTION OF DIRECTORS
The number of directors that serve on the Windstream Board of Directors is currently set at nine and may be fixed
from time to time in the manner provided in Windstream’s Bylaws. The Board, upon the recommendation of the Governance
Committee, has nominated the nine current members of the Board to stand for election as directors at the Annual Meeting.
Each nominee elected will serve until the 2014 Annual Meeting of Stockholders or until their successors are duly elected and
qualified or until their earlier removal, resignation or death.
Unless otherwise directed, the persons named in the proxy card for the Annual Meeting will vote that proxy for the
election of the nine persons named below. In case any nominee is unable to serve (which is not anticipated), proxies received
will be voted for substitute nominees to be designated by the Board or, in the event no such designation is made, proxies will
be voted for a lesser number of nominees.
In February 2013, the Board approved several changes to its leadership structure that will become effective May 1,
2013. First, Jeffrey T. Hinson will become Chairman of the Board, and he will no longer serve on the Audit Committee.
This change in the Chairman position is a continuation of the Board’s practice to review the Chairman and Committee chair
positions for possible rotation after a three-year term, which we believe benefits the Board through the introduction of new
perspectives to these leadership positions. Dennis E. Foster has served as Chairman since 2010, and he will continue to serve
as a member of the Compensation Committee following this change. Second, Francis X. (“Skip”) Frantz will become
Chairman of the Audit Committee, which position has been held by Mr. Hinson since 2010.
Set forth below is biographical information for each nominee standing for election at the Annual Meeting, including
age, a brief listing of principal occupations for at least the past five years, other major affiliations, and the specific
experience, qualifications, attributes and skills that qualify each person to serve on Windstream’s Board of Directors.
Carol B. Armitage, age 55, has served as a director of Windstream since September 2007, serves as Chair of the
Governance Committee and is a member of the Audit Committee. Ms. Armitage has served as a telecommunications
consultant since 1998. From 1995 to 1997 she served as Senior Vice President, Technology and Strategy at General
Instrument. Prior to 1995 she held various management and engineering positions during sixteen years of service with Bell
Laboratories and Network Systems (which later became Lucent). Since 2000, Ms. Armitage has served and held various
leadership positions on the board of directors of SCALA, Inc., a provider of digital signage and advertising management
solutions. From March 2010 to March 2012, Ms. Armitage served as Chairman of SCALA, Inc. From 2000 until February
2010, and again starting in March 2012, she served as Vice Chairman. From 2002 to 2004, Ms. Armitage served as
Chairman of the Board and was on the Audit Committee of YDI Wireless (now known as Proxim Wireless Corporation),
then a public company engaged in the development and provision of wireless fiber technologies.
Ms. Armitage’s qualifications for election to the Board include her extensive knowledge of technologies impacting
the communications industry based on her deep industry experience and her educational training including an M.S. in
electrical engineering from Princeton University. Her service on the boards of other companies has given her additional
experience in strategic planning, financial reporting, and mergers and acquisitions.
Samuel E. Beall, III, age 62, has served as a director of Windstream since November 2006 and serves as Chairman
of the Compensation Committee. Mr. Beall is a principal in Beall Investments LLC, a private investment company. Mr.
Beall served as Chairman of the Board and Chief Executive Officer of Ruby Tuesday, Inc., a New York Stock Exchange
listed company that owns and operates casual dining restaurants under the Ruby Tuesday brand, from May 1995 to June
2012, and as President of Ruby Tuesday, Inc. from July 2004 until June 2012.
Mr. Beall’s qualifications for election to the Board include his recent experience as the chief executive officer of a
public company, which provides him the ability to understand and address Windstream’s challenges and opportunities as a
public company. As a former chief executive officer of a public company and a director of several private businesses, he has
insight on managing complex business operations, overseeing business risk, designing compensation programs that motivate
people, and developing national advertising campaigns.
Dennis E. Foster, age 72, has served as a director of Windstream since July 2006, serves as Chairman of the Board
and is a member of the Compensation Committee. From July 2006 to February 2010, he served as Lead Director, and he has
served as Chairman of the Board since 2010. In May 2013, Mr. Foster will no longer serve as Chairman of the Board, and
Mr. Foster will continue to serve as a member of the Compensation Committee following this change. Mr. Foster is a
principal in Foster Thoroughbred Investments (thoroughbred racing, breeding and training operations) in Cle Elum,
Washington, which he joined in June 1995. Mr. Foster served as a director of Alltel Corporation from 1998 through 2006.
Prior to his retirement in 2000, Mr. Foster held a number of leadership positions in the telecommunications industry,
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