Windstream 2012 Annual Report Download - page 47

PROPOSAL NO. 5
STOCKHOLDER PROPOSAL
The stockholder proposal, which follows, is a verbatim submission by the CWA General Fund (who has notified
Windstream that it is the beneficial owner of Windstream Common Stock valued at more than $2,000), whose address is 501
Third Street, N.W., Washington, D.C. 20001-2767, for consideration by Windstream stockholders. All statements therein are
the sole responsibility of the Fund.
Shareholder Proposal
Resolved, that the shareholders of Windstream ("Company") hereby request that the Company provide a report, updated
semiannually, disclosing the Company's:
1. Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or
indirect) to (a) participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for
public office, or (b) influence the general public, or any segment thereof, with respect to an election or referendum.
2. Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner described in
section 1 above, including:
a. The identity of the recipient as well as the amount paid to each; and
b. The title(s) of the person(s) in the Company responsible decision-making.
The report shall be presented to the board of directors or relevant board committee and posted on the Company's website.
Supporting Statement
As long-term shareholders of Windstream, we support transparency and accountability in corporate spending on political
activities. These include any activities considered intervention in any political campaign under the Internal Revenue Code,
such as direct and indirect political contributions to candidates, political parties, or political organizations; independent
expenditures; or electioneering communications on behalf of federal, state or local candidates.
Disclosure is consistent with public policy, in the best interest of the company and its shareholders, and critical for
compliance with federal ethics laws. Moreover, the Supreme Court's Citizens United decision recognized the importance of
political spending disclosure for shareholders when it said, "[D]isclosure permits citizens and shareholders to react to the
speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give
proper weight to different speakers and messages." Gaps in transparency and accountability may expose the company to
reputational and business risks that could threaten long-term shareholder value.
Windstream contributed at least $309,000 in corporate funds between 2002 and 2012 (CQ: http://moneyline.cq.com and the
National Institute on Money in State Politics: http://www.followthemoney.org).
However, relying on publicly available data does not provide a complete picture of the Company's political spending. For
example, the Company's payments to trade associations used for political activities are undisclosed and unknown. In some
cases, even management does not know how trade associations use their company's money politically. The proposal asks the
Company to disclose all of its political spending, including payments to trade associations and other tax exempt organizations
used for political purposes. This would bring our Company in line with a growing number of leading companies, including
Exelon, Merck and Microsoft that support political disclosure and accountability and present this information on their
websites.
The Company's Board and its shareholders need comprehensive disclosure to be able to fully evaluate the political use of
corporate assets.
This shareholder proposal received over 43% of the yes-no votes from Windstream shareholders in 2012.
We urge your support for this critical governance reform.
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