Windstream 2012 Annual Report Download - page 18

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is certain information, as of March 1, 2013, as to shares of Windstream Common Stock beneficially
owned by each director, by each named executive officer who was serving as an executive officer at the end of 2012, and by
all directors and executive officers of Windstream as a group. Except as otherwise indicated by footnote, the nature of the
beneficial ownership is sole voting and investment power, and no shares are pledged as security:
Amount and Nature of
Beneficial Ownership
Name of
Beneficial Owners
Shares Beneficially
Owned (1)
Unvested
Restricted
Shares (2)
Total Shares
Beneficially Owned
(3)
Percent of Class
(if 1% or more)
Non-Management Directors
Carol B. Armitage
Samuel E. Beall, III
Dennis E. Foster
Francis X. (“Skip”) Frantz
Jeffrey T. Hinson
Judy K. Jones
William A. Montgomery
Alan L. Wells
39,270
57,433
281,597 (4)
673,324 (5)
44,218
42,474
75,000
262,719
10,193
10,193
10,193
10,193
10,193
10,193
10,193
10,193
49,463
67,626
291,790
683,517
54,411
52,667
85,193
272,912
*
*
*
*
*
*
*
*
Named Executive Officers
Jeffery R. Gardner
Anthony W. Thomas
Brent Whittington
John P. Fletcher
Cynthia B. Nash
1,441,729 (6)
203,416
306,828
261,578
212,996
151,860
149,090
178,440
149,090
87,159
1,593,589
352,506
485,268
410,668
300,155
*
*
*
*
*
All Directors and Executive
Officers as a Group 3,902,582 797,183 4,699,765 *
*indicates less than 1 percent
(1) Excludes unvested restricted shares and includes shares of Common Stock owned directly and shares held in the person’s
account under the Windstream 401(k) Plan, which are as follows: Gardner 46,744, Thomas 6,130, Whittington 2,478,
Fletcher 17,021, and Nash -0-.
(2) Unvested shares of restricted stock are deemed beneficially owned because grantees of unvested restricted stock under
Windstream’s equity compensation plans hold the sole right to vote such shares. To date, Windstream has not granted
stock options or other similar instruments that would provide the right to acquire beneficial ownership of Common
Stock.
(3) Windstream grants performance-based restricted stock units (PBRSUs) to its executive officers. Because unvested
PBRSUs do not provide the recipients the right to vote or other elements of beneficial ownership as defined under SEC
rules and will not vest within 60 days from March 1, 2013, all unvested outstanding PBRSUs are omitted from this table.
For informational purposes, the following table shows the outstanding unvested PBRSUs granted to each named
executive officer:
Named Executive Officers
Total Shares Beneficially
Owned
Unvested Performance-
Based Restricted Stock
Units (PBRSUs)
Total Shares Beneficially
Owned Including
PBRSUs
Jeffery R. Gardner
Anthony W. Thomas
Brent Whittington
John P. Fletcher
Cynthia B. Nash
1,593,589
352,506
485,268
410,668
300,155
728,776
107,453
145,378
107,453
54,399
2,322,365
459,959
630,646
518,121
354,554
(4) Includes 16,742 shares held by Mr. Foster’s spouse and by account for grandchildren for which Mr. Foster serves as
custodian. These shares are deemed beneficially owned under SEC rules, but Mr. Foster disclaims beneficial ownership.
(5) Includes 700 shares held in trust for the benefit of Mr. Frantz’s spouse and children. Mr. Frantz’s spouse is the trustee of
the trust. These shares are deemed beneficially owned under SEC rules, but Mr. Frantz disclaims beneficial ownership.
(6) Includes 11,900 shares held for the benefit of Mr. Gardner’s children and as account custodian. These shares are deemed
beneficially owned under SEC rules, but Mr. Gardner disclaims beneficial ownership.
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