Windstream 2012 Annual Report Download - page 54

owner, if any, intends or is part of a group which intends (i) to deliver a proxy statement and/or form of proxy to holders of at
least the percentage of Windstream’s outstanding capital stock required to elect the nominee and/or (ii) otherwise to solicit
proxies from stockholders in support of such nomination. A stockholder associated person means, with respect to a
stockholder, (1) any person directly or indirectly controlling, controlled by or under common control with, or directly or
indirectly acting in concert with, such stockholder and (2) any beneficial owner of shares of Windstream stock owned of
record or otherwise by such stockholder
The Bylaws also provide that no other business may be brought before an annual meeting except as specified in the
notice of the meeting or as otherwise brought before the meeting by or at the direction of the Board or by a Windstream
stockholder entitled to vote who has delivered timely notice to Windstream. These requirements apply to any matter that a
Windstream stockholder wishes to raise at an annual meeting other than in accordance with the procedures in SEC Rule
14a-8. For business to be properly brought before an annual meeting, such proposed business must constitute a proper matter
for stockholder action. For a stockholder to provide timely notice of a proposed action, a stockholder’s notice must be
delivered to or mailed and received at the principal executive offices of Windstream, not less than 90 days nor more than
120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that
in the event that the annual meeting of stockholders is called for a date that is not within 25 days before or after such
anniversary date, notice by the stockholder must be received not later than the close of business on the 10th day following the
date on which notice of the date of the annual meeting was mailed or public announcement of such date was made, whichever
occurs first.
A stockholder’s notice of proposed business (other than director nominations) must set forth as to each matter the
stockholder proposes to bring before the annual meeting (1) a brief description of the business desired to be brought before
the annual meeting and the text of the proposal or business, (2) the reason for conducting such business and any material
interest of the stockholder and any stockholder associated person, individually or in the aggregate, including any anticipated
benefit to the stockholder or stockholder associated person, (3) the name and address, as they appear on Windstream’s books,
of the stockholder proposing such business and of any stockholder associated person, (4) the class and number of shares of
Windstream Common Stock which are beneficially owned by the stockholder and by any stockholder associated person, (5) a
representation that the stockholder is a holder of record of Common Stock of Windstream entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to propose such business, (6) a representation whether the stockholder
or the beneficial owner, if any, intends or is part of a group which intends (a) to deliver a proxy statement and/or form of
proxy to holders of at least the percentage of Windstream’s outstanding capital stock required to approve or adopt the
proposal and/or (b) otherwise to solicit proxies from stockholders in support of such proposal, and (7) 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.
All notices of stockholder nominations for director or other proposed business must be delivered in writing to the
Corporate Secretary of Windstream at the principal executive offices of Windstream at 4001 Rodney Parham Road, Little
Rock, Arkansas 72212.
Windstream will bear the cost of solicitation of proxies. In addition to the use of the mail, proxies may be solicited
by officers, directors, and employees of Windstream, personally or by telephone or electronic means. In the event the
management of Windstream deems it advisable, Windstream may engage the services of an independent proxy solicitation
firm to aid in the solicitation of proxies. The fees paid by Windstream, in the event of such an engagement, likely would not
exceed $20,000. Windstream will pay persons holding stock in their names or those of their nominees for their expenses in
sending soliciting material to their principals in accordance with applicable regulations.
The material referred to in this proxy statement under the caption “Audit Committee Report” shall not be deemed
soliciting material or otherwise deemed filed and shall not be deemed to be incorporated by any general statement of
incorporation by reference in any filings made under the Securities Act of 1933 or the Securities Exchange Act of 1934.
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