Windstream 2012 Annual Report Download - page 52

2012, relocation reimbursement, Company contribution to the Windstream 401K plan, and Windstream’s portion of
healthcare premiums.
Wendy Raney is the wife of William Grant Raney, who served as Executive Vice President – Operations and an
executive officer of Windstream until May 30, 2012. Ms. Raney served as Vice President of Customer Service for
Windstream during part of 2012. For 2012, Windstream paid Ms. Raney total compensation of $297,221 comprised of
salary, bonus, severance, the value of restricted stock granted during 2012, Company contribution to the Windstream 401K
plan, Windstream’s portion of healthcare premiums.
Paul Kroger is the son-in-law of Michael Rhoda, who served as Senior Vice President – Regulatory Affairs and an
executive officer of Windstream until June 2, 2012. Mr. Kroger served as a Sales Director for Windstream during 2012. For
2012, Windstream paid Mr. Kroger total compensation of $181,140, comprised of salary, commissions, auto allowance,
relocation reimbursement, Company contribution to the Windstream 401K plan, and Windstream’s portion of healthcare
premiums.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Windstream’s directors and executive officers, and
persons who own more than ten percent of Windstream’s Common Stock, to file with the SEC and NASDAQ initial reports
of ownership and reports of changes in ownership of that Common Stock. To Windstream’s knowledge, based solely upon a
review of copies of reports provided by those individuals to Windstream and written representations of those individuals that
no other reports were required with respect to the year ended December 31, 2012, Windstream believes that all of the
foregoing filing requirements applicable to its directors, executive officers, and greater-than-ten percent beneficial owners
have been met, except that one Form 4 was filed late by John C. Eichler for one reportable transaction arising from the
withholding of shares to satisfy the obligations arising from the vesting of an equity award.
ANNUAL REPORT
The 2012 Annual Report accompanies this proxy statement, which incorporates a copy of Windstream’s 2012 Form
10-K report, including the consolidated financial statements and the financial statement schedules thereto.
For stockholders who elect to receive proxy materials by mail and not electronic delivery, only one copy of this
proxy statement, and the accompanying Annual Report, is being delivered to such stockholders who share an address, unless
Windstream has received contrary instructions from one or more of the stockholders. Windstream will promptly deliver a
separate copy of this proxy statement and the accompanying Annual Report to any stockholder at a shared address to which a
single copy of those documents has been delivered by mail upon the written or oral request from that stockholder to
Windstream at the address provided below or by calling [phone]. Any stockholder sharing a single copy of the proxy
statement and Annual Report who wishes to receive a separate distribution by mail of Windstream’s proxy statement and
Annual Report in the future and stockholders sharing an address and receiving by mail multiple copies of Windstream’s
proxy statement and Annual Report who wish to share a single copy of those documents in the future should also notify
Windstream at: Investor Relations, Windstream Corporation, 4001 Rodney Parham Road, Little Rock, Arkansas 72212.
AUDIT AND NON-AUDIT FEES
PricewaterhouseCoopers LLP (“PwC”) has been selected as Windstream’s independent auditors for 2013.
Aggregate fees for professional services rendered by PwC for the years ended December 31, 2012 and 2011 were:
In thousands 2012 2011
Audit (a) $ 3,201 $ 2,902
Audit-related (b) 61 103
Tax (c) 298 186
All other (d) 2 2
Total $ 3,562 $ 3,193
(a) Audit fees includes fees for the annual audit and quarterly reviews of the consolidated financial statements as well as
attestation reports required by statute or regulation, comfort letters and consents in respect to Securities and Exchange
Commission filings, and accounting and financial reporting consultations. The increase in 2012 audit fees is related to
the additional work required by the Sarbanes Oxley Act, Section 404, for the PAETEC acquisition.
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