Windstream 2013 Annual Report Download - page 22

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PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board, upon the recommendation of the Governance Committee, has nominated the nine current members
of the Board to stand for re-election at the Annual Meeting. Each nominee elected will serve until the 2015 Annual
Meeting of Stockholders or until their successors are duly elected and qualified or until their earlier removal,
resignation or death.
Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the
proxy card or, if no direction is made, for the election of the Board’s nine nominees. If any nominee is unable or
declines to serve as a director at the time of the Annual Meeting, the proxy holders will vote for a nominee designated
by the present Board to fill the vacancy.
Set forth below is biographical information for each nominee, including age, a brief listing of principal
occupations for at least the past five years, other major affiliations, and the specific experience, qualifications,
attributes and skills that qualify each person to serve on Windstream’s Board of Directors.
Carol B. Armitage, age 56, has served as a director of Windstream since September 2007, is Chair of the
Governance Committee and is a member of the Audit Committee. Ms. Armitage has served as a telecommunications
consultant since 1998. From 1995 to 1997 she served as Senior Vice President, Technology and Strategy at General
Instrument. Prior to 1995 she held various management and engineering positions during sixteen years of service
with Bell Laboratories and Network Systems (which later became Lucent). Since 2000, Ms. Armitage has served
and held various leadership positions on the board of directors of SCALA, Inc., a provider of digital signage and
advertising management solutions. From March 2010 to March 2012, Ms. Armitage served as Chairman of SCALA,
Inc. From 2000 until February 2010, and again starting in March 2012, she served as Vice Chairman. From 2002 to
2004, Ms. Armitage served as Chairman of the Board and was on the Audit Committee of YDI Wireless (now known
as Proxim Wireless Corporation), then a public company engaged in the development and provision of wireless
fiber technologies.
Ms. Armitage’s qualifications for election to the Board include her extensive knowledge of technologies
impacting the communications industry based on her deep industry experience and her educational training including
an M.S. in electrical engineering from Princeton University. Her service on the boards of other companies has given
her additional experience in strategic planning, financial reporting, and mergers and acquisitions.
Samuel E. Beall, III, age 63, has served as a director of Windstream since November 2006 and is Chairman
of the Compensation Committee. Mr. Beall is a principal in Beall Investments LLC, a private investment company.
Mr. Beall served as Chairman of the Board and Chief Executive Officer of Ruby Tuesday, Inc., a New York Stock
Exchange listed company that owns and operates casual dining restaurants under the Ruby Tuesday brand, from May
1995 to June 2012, and as President of Ruby Tuesday, Inc. from July 2004 until June 2012.
Mr. Beall’s qualifications for election to the Board include his experience as the chief executive officer of a public
company, which provides him the ability to understand and address Windstream’s challenges and opportunities as a
public company. As a former chief executive officer of a public company and a director of several private businesses,
he has insight on managing complex business operations, overseeing business risk, designing compensation programs
that motivate people, and developing national advertising campaigns.
Dennis E. Foster, age 73, has served as a director of Windstream since July 2006, and is a member of the
Compensation Committee. From February 2010 to May 2013, he served as Chairman of the Board, and from
July 2006 to February 2010, he served as Lead Director. Mr. Foster is a principal in Foster Thoroughbred Investments
(thoroughbred racing, breeding and training operations) in Cle Elum, Washington, which he joined in June 1995.
Mr. Foster served as a director of Alltel Corporation from 1998 through 2006. Prior to his retirement in 2000,
Mr. Foster held a number of leadership positions in the telecommunications industry, including President and Chief
Executive Officer of 360° Communications and Senior Vice President of the Local Telecommunications Division of
Sprint Corporation, and he has over 40 years of experience in the telecommunications industry.
Mr. Foster’s qualifications for election to the Board include his ability to provide the insight and perspectives
of a successful and long-serving senior executive in the telecommunications industry. Having formerly served as
president and chief executive officer of a telecommunications company, he has insight on managing people, overseeing