Windstream 2012 Annual Report Download - page 17

STOCK OWNERSHIP GUIDELINES
The Windstream Board of Directors has adopted minimum stock ownership guidelines for Windstream’s directors
and executive officers. Directors who are not executive officers are expected to maintain beneficial ownership of shares of
Windstream Common Stock valued at least five times the annual cash retainer paid to non-management directors. Executive
officers are expected to maintain beneficial ownership of shares of Common Stock at the following levels: ten times base
salary for the Chief Executive Officer; five times base salary for each of the Chief Financial Officer, Chief Operating Officer
and General Counsel; and three times base salary for all other executive officers. Directors have a transition period of five
years from their initial election, and executive officers have a transition period of three years from their initial election to
meet the applicable ownership guidelines and, thereafter, one year to meet any increased ownership requirements resulting
from changes in stock price, annual base fee, annual base salary, or applicable ownership levels occurring since the initial
deadline. During the transition period and until the director or officer satisfies the specified ownership levels, the guidelines
impose a retention ratio that provides that each officer and director is expected to retain at least 50% of the shares received,
net of tax payment obligations, upon the vesting of restricted stock or the exercise of stock options. Directors and officers are
also required to hold for at least six months all shares received, net of tax payment obligations, upon vesting of restricted
stock or the exercise of stock options. For the purposes of the guidelines, unvested shares or units of restricted stock
(including the performance-based restricted stock units granted beginning in 2011) are considered to be owned.
Based on the foregoing and as of March 1, 2013, the table below sets forth the number of shares of Common Stock
that each named executive officer is expected to own by the Annual Meeting, which amounts were determined based on each
person’s position with Windstream, the person’s base salary and the closing price of Windstream common stock, in each case
as of the date of Windstream’s 2012 Annual Meeting of Stockholders, and the number of shares deemed owned under the
guidelines:
Named Executive Officers Guideline Share Amount Shares Owned (1)
Jeffery R. Gardner 888,099 2,322,365
Anthony W. Thomas 222,025 459,959
Brent Whittington 281,972 630,646
John P. Fletcher 222,025 518,121
Cynthia B. Nash 99,911 354,554
(1) This amount differs from the amount reported in the “Security Ownership of Directors and Executive Officers” table
because unvested performance-based RSUs are deemed to be owned under the guidelines but not for purposes of the
SEC rules that drive the disclosure in the “Security Ownership of Directors and Executive Officers” table.
Based on current ownership amounts, Windstream expects that each of its executive officers will be in compliance
with the stock ownership guidelines at the time of the Annual Meeting. Following the Annual Meeting, the executive
officers will have until 2014 Annual Meeting of Stockholders to meet any increased share guidelines resulting from changes
in stock price, annual base salary or ownership levels since the date of the Annual Meeting.
The table below sets forth and as of March 1, 2013, the number of shares of Common Stock that each non-
management director is expected to own and the number of shares deemed owned under the guidelines. Based on current
ownership amounts, Windstream expects that each non-management director will be in compliance with the stock ownership
guidelines at the time of the Annual Meeting.
Non-Management Director Guideline Share Amount Shares Owned
Carol B. Armitage 26,643 (1) 49,463
Samuel E. Beall, III 26,643 (1) 67,626
Dennis E. Foster 26,643 (1) 291,790
Francis X. (“Skip”) Frantz 26,643 (1) 683,517
Jeffrey T. Hinson 26,643 (1) 54,411
Judy K. Jones 26,643 (1) 52,667
William A. Montgomery 26,643 (1) 85,193
Alan L. Wells 28,116 (2) 272,912
(1) Guideline to be met by 2013 Annual Meeting.
(2) Guideline to be met by 2015 Annual Meeting.
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