Windstream 2012 Annual Report Download - page 53

(b) Audit-related fees are comprised of assurance and related services that are traditionally performed by the independent
registered public accounting firm and are not reported under “Audit Fees”. Excluded from the 2012 and 2011 amounts
are $31,000 and $29,000, respectively, paid by the Windstream Pension Plan Trust for the audit of the Windstream
Pension Plan.
(c) Tax fees are principally comprised of fees for tax consulting services provided by PwC. The increase in 2012 tax fees is
primarily due to work performed in connection with a study of acquisition costs and net operating losses related to the
PAETEC acquisition.
(d) All other fees are comprised of fees which cannot be associated with the categories previously noted.
In making its determination regarding the independence of PwC, the Audit Committee considered whether the
provision of the services covered herein regarding “Audit-related fees”, “Tax fees” and “All other fees” was compatible with
maintaining such independence. All services to be performed for Windstream by PwC must be pre-approved by the Audit
Committee or a designated member of the Audit Committee pursuant to the Committee’s Pre-Approval Policies and
Procedures. The Audit Committee’s pre-approval policy provides that Windstream may engage PwC for non-audit services
(i) only if such services are not prohibited from being performed by PwC under the Sarbanes-Oxley Act of 2002 or any other
applicable law or regulation and (ii) if such services are tax-related services, such services are one or more of the following
tax-related services: tax return preparation and review; advice on income tax, tax accounting, sales/use tax, excise tax and
other miscellaneous tax matters; tax advice and implementation assistance on restructurings, mergers and acquisition matters
and other tax strategies. The pre-approval policy provides that the Audit Committee, or any individual member of the Audit
Committee who has been designated with authority to pre-approve audit or non-audit services to be performed by PwC, must
pre-approve the engagement of PwC to perform such non-audit services, and any request for approval for PwC to perform a
permitted non-audit service must be accompanied by a discussion of the reasons why PwC should be engaged to perform the
services instead of an alternative provider. None of the services described above were approved pursuant to the de minimis
exception provided in Rule 2-01(c)(7)(i)(C) of Regulation S-X promulgated by the SEC.
OTHER MATTERS
The management and the Board of Directors of Windstream do not know of any other matters that may come before
the meeting. If any other matters properly come before the meeting, however, it is the intention of the persons named in the
accompanying form of proxy to vote the proxy in accordance with their judgment on those matters.
Under Windstream’s Bylaws, nominations for director may be made only by the Board or by a Windstream
stockholder who has delivered timely notice of such stockholder’s intent to make such nomination in writing to the Secretary
of Windstream. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive
offices of Windstream (i) in the case of an annual meeting, not less than 90 nor more than 120 days prior to the first
anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting
is changed by more than 30 days from such anniversary date, notice by the stockholder must be received not later than the
close of business on the 10th day following the day on which notice of the date of the meeting was mailed or public
disclosure of the meeting was made, whichever occurs first, and (ii) in the case of a special meeting at which directors are to
be elected, not later than the close of business on the 10th day following the day on which notice of the date of the meeting
was mailed or public disclosure of the meeting was made, whichever occurs first.
The stockholder’s notice of nomination shall set forth: (1) as to each person whom the stockholder proposes to
nominate for election as a director at such meeting all information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended and such person’s written consent to being named in the proxy statement as a
nominee and to serving as a director if elected; (2) as to the stockholder and any “stockholder associated person” (as such
phrase is defined below) giving the notice (A) the name and address, as they appear on the Windstream’s books, of such
stockholder and any stockholder associated person, (B) the class and number of shares of Windstream which are beneficially
owned by such stockholder and also which are owned of record by such stockholder, (C) whether and the extent to which any
hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement,
arrangement or understanding (including any short position or any borrowing or lending of shares) has been made, the effect
or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the
voting power of, such stockholder or any such stockholder associated person with respect to any share of Windstream stock;
and (3) as to the beneficial owner, if any, on whose behalf the nomination is made, (A) the name and address of such person,
(B) the class and number of shares of Windstream which are beneficially owned by such person, (C) a representation that the
stockholder is a holder of record of stock of Windstream entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to propose such nomination, and (D) a representation whether the stockholder or the beneficial
47