Windstream 2012 Annual Report Download - page 8

INTERNET AVAILABILITY OF PROXY MATERIALS
Under U.S. Securities and Exchange Commission (SEC) rules, we are furnishing proxy materials to our stockholders
primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. Beginning March 26,
2013, we mailed to our stockholders (other than those who previously requested electronic or paper delivery) a notice
containing instructions on how to access our proxy materials, including our proxy statement and annual report. The notice
also instructs stockholders on how to vote through the Internet or by telephone.
This process is designed to expedite stockholders’ receipt of proxy materials, lower the cost of the annual meeting,
and help conserve natural resources. However, if you would prefer to receive printed proxy materials, please follow the
instructions included in the notice. If you have previously elected to receive our proxy materials electronically or in paper,
you will continue to receive these materials in accordance with your election unless you elect otherwise.
VOTING INFORMATION
Proxy Voting & Revocation. Shares represented by properly executed proxies will be voted at the Annual Meeting.
If a choice is specified by a stockholder, the proxy will be voted in accordance with that choice. If no choice is specified by a
stockholder, the proxy will be voted in accordance with the recommendations of the Windstream Board of Directors. Any
stockholder executing a proxy retains the right to revoke it at any time prior to exercise at the Annual Meeting. A proxy may
be revoked by delivery of written notice of revocation to the Secretary of Windstream, by execution and delivery of a later
proxy or by voting the shares in person at the Annual Meeting. If not revoked, all shares represented by properly executed
proxies will be voted as specified therein.
Record & Mailing Dates. The close of business on March 15, 2013, has been fixed as the record date for the
determination of stockholders entitled to notice of and to vote at the meeting or any adjournment thereof. On the record date,
there were outstanding and entitled to vote 592,717,477 shares of Common Stock. This proxy statement is being made
available to stockholders of record on the record date beginning on March 26, 2013.
Quorum. The holders of a majority of the outstanding shares of Common Stock entitled to vote must be present in
person or respected by proxy to hold the Annual Meeting.
Required Vote. On all matters to be acted upon at the Annual Meeting, each share of Common Stock is entitled to
one vote per share.
Election of Directors. Windstream’s Bylaws require that, in an uncontested election, each director be
elected by the affirmative vote of a majority of the votes cast for his or her election. In other words, election of a director
nominee requires that the number of shares voted “for” his or her election must exceed the number of votes cast “against”
such election. In a contested election (a situation in which the number of nominees exceeds the number of directors to be
elected), the election of directors will be decided by a plurality voting standard, under which the nominees who receive the
greatest number of votes cast for their election would be elected as directors. The 2013 election has been determined to be an
uncontested election, and the majority vote standard will apply.
If a nominee who is presently serving as a director is not elected at an annual meeting, Delaware law
provides that the director would continue to serve on the Board as a “holdover director.” However, under our Bylaws, each
director annually submits an advance, contingent, irrevocable resignation that the Board may accept if the director fails to be
elected by a majority of the votes cast. In that situation, the Governance Committee of the Board of Directors would consider
the director’s tendered resignation and make a recommendation to the Board on whether to accept or reject the resignation or
take other action. The Board will act on the Governance Committee's recommendation within 90 days from the date the
election results are certified and then publicly disclose its decision and the rationale behind it. If a nominee who was not
already serving as a director fails to receive a majority of votes cast at an annual meeting, Delaware law provides that the
nominee does not serve on the Board as a "holdover director." All director nominees nominated by the Board for election at
the Annual Meeting are currently serving on the Board.
Other Matters. All other matters to be submitted to a vote by the stockholders at the Annual Meeting must
be approved by the affirmative vote of the majority of the shares present in person or by proxy and entitled to vote on the
matter.
Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do
not provide the organization that holds your shares with specific voting instructions, under the rules of various national and
regional securities exchanges, the organization that holds your shares may generally vote on routine matters but cannot vote
on non-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your
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