Windstream 2013 Annual Report Download - page 18

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Can I change my vote after I have voted?
You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting.
You may change your vote on a later date via the Internet or by telephone (in which case only your latest Internet or
telephone proxy submitted prior to the Annual Meeting will be counted), by signing and returning a new proxy card
or voting instruction form with a later date, or by attending the Annual Meeting and voting in person. However, your
attendance at the Annual Meeting will not automatically revoke your proxy unless you properly vote at the Annual
Meeting or specifically request that your prior proxy be revoked by delivering written notice to the Company’s
Corporate Secretary prior to the Annual Meeting.
Is my vote important?
Yes. The agenda for this Annual Meeting contains two important corporate governance proposals (Proposals
No. 5 and 6) which require the affirmative vote of 66 2/3% of our outstanding shares. If you fail to vote, it will have
the effect of a vote AGAINST these important proposals.
BOARD AND BOARD COMMITTEE MATTERS
The number of directors that serve on the Windstream Board of Directors is currently set at nine and may be
fixed from time to time in the manner provided in Windstream’s Bylaws. Our Board currently consists of: Carol B.
Armitage, Samuel E. Beall, III, Dennis E. Foster, Francis X. (“Skip”) Frantz, Jeffery R. Gardner, Jeffrey T. Hinson,
Judy K. Jones, William A. Montgomery and Alan L. Wells. Each director was elected at the 2013 Annual Meeting
of Stockholders.
Independence. The Windstream Board of Directors has affirmatively determined that all directors, except Mr.
Jeffery R. Gardner, are independent directors under NASDAQ listing standards. Each of the director nominees was
elected at the 2013 Annual Meeting of Stockholders.
Categorical Standards. The Board has adopted categorical standards for use in determining whether any
relationship between a director and Windstream is a material relationship that would impair the director’s independence.
Specifically, the Board has determined that one or more relationships between a director and Windstream during
the past three fiscal years will not constitute a material relationship that would interfere with the director’s exercise
of independent judgment if each such relationship falls within one or more of the following categorical standards:
(1) The director, or one or more members of the director’s immediate family, purchased services or products
from Windstream in the ordinary course of business and on terms generally available to employees
or customers;
(2) The director, or one or more members of the director’s immediate family, was either a director of an entity
or owned five percent or less of an entity, or both, that has a business relationship with Windstream, as
long as the director or immediate family member was not an executive officer or employee of such entity;
(3) The director or one or more members of the director’s immediate family was a director or trustee of
an entity that had a charitable relationship with Windstream and that made payments to, or received
payments from, Windstream in any fiscal year in an amount representing less than $100,000 for the year
in question;
(4) The director or a member of the director’s immediate family was a partner, controlling stockholder,
executive officer or employee of an entity that made payments to, or received payments from, Windstream
in any year in question that account for less than $200,000 or, if greater, five percent of the recipient’s
consolidated gross revenues for the year in question.
Leadership Structure. Since the inception of Windstream, the positions of Chief Executive Officer and
Chairman have been held by separate individuals. Mr. Gardner has served as Windstream’s CEO since 2006 and
Mr. Hinson is the current Chairman of the Board. The Board of Directors believes its current board leadership
structure improves the ability of the Board of Directors to exercise its oversight role over management by having
a director who is not an officer or member of management to serve in the role of Chairman, which ensures a