Windstream 2013 Annual Report Download - page 16

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What is the quorum requirement for the Annual Meeting?
The holders of a majority of the outstanding shares of Common Stock entitled to vote must be present in
person or represented by proxy to hold the Annual Meeting. This is called a quorum. Your shares will be counted for
purposes of determining if there is a quorum if you:
• Are entitled to vote and you are present in person or by proxy at the Annual Meeting; or
• Have properly voted online, by telephone or by submitting a proxy card or voting instruction form by mail.
If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained.
How are proxies voted?
All shares represented by valid proxies received prior to the Annual Meeting will be voted by the proxies
named therein and, where a stockholder specifies by means of the proxy a choice with respect to any matter to be
acted upon, the shares will be voted in accordance with the stockholder’s instructions.
What happens if I do not give specific voting instructions?
Stockholders of Record. If you are a stockholder of record and you:
• Indicate when voting on the Internet or by telephone that you wish to vote as recommended by the
Board; or
• Sign and return a proxy card without giving specific voting instructions,
then the persons named as proxy holders on the proxy card will vote your shares in the manner recommended by the
Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion
with respect to any other matters properly presented for a vote at the Annual Meeting.
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 then, under applicable
rules, 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 shares on a non-routine matter, that organization will inform the inspector of election that it does not have the
authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”
Which ballot measures are considered “routine” or “non-routine”?
The ratification of the appointment of PricewaterhouseCoopers LLP as Windstream’s independent registered
public accountant for 2014 (Proposal No. 7) is considered routine under applicable rules. A broker or other nominee
may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with
Proposal No. 7. All other matters to be voted on at the Annual Meeting are considered non-routine under applicable
rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore broker non-
votes may exist in connection with all proposals other than Proposal No. 7.
What is the voting requirement to approve each of the proposals?
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 2014
election has been determined to be an uncontested election, and the majority-of-votes-cast 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