Windstream 2013 Annual Report Download - page 26

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SECURITY OWNERSHIP
Stock Ownership Guidelines. The Windstream Board of Directors has adopted minimum stock ownership
guidelines for Windstream’s directors and executive officers. Directors who are not executive officers are expected
to maintain beneficial ownership of shares of Windstream Common Stock valued at least five times the annual cash
retainer paid to non-management directors. Executive officers are expected to maintain beneficial ownership of
shares of Common Stock at the following levels: ten times base salary for the Chief Executive Officer; five times base
salary for each of the Chief Financial Officer, Chief Operating Officer and General Counsel; and three times base
salary for all other executive officers. Directors have a transition period of five years from their initial election, and
executive officers have a transition period of three years from their initial election to meet the applicable ownership
guidelines and, thereafter, one year (measured from the date of each annual meeting) to meet any increased ownership
requirements resulting from changes in stock price, annual base fee, annual base salary, or applicable ownership
levels occurring since the initial deadline. During the transition period and until the director or officer satisfies the
specified ownership levels, the guidelines impose a retention ratio that provides that each officer and director is
expected to retain at least 50% of the shares received, net of tax payment obligations, upon the vesting of restricted
stock or the exercise of stock options. Directors and officers are also required to hold for at least six months all shares
received, net of tax payment obligations, upon vesting of restricted equity awards or the exercise of stock options. For
the purposes of the guidelines, unvested shares or units of restricted stock are considered to be owned.
Based on the foregoing, the table below sets forth the number of shares of Windstream common stock that
each named executive officer is expected to own by the Annual Meeting (based on the closing price of Windstream
common stock on the date of the 2013 Annual Meeting of Stockholders) and the number of shares deemed owned
under the guidelines as of March 6, 2014:
Named Executive Officers Guideline Share Amount Shares Owned (1)
Jeffery R. Gardner 1,173,709 2,750,139
Anthony W. Thomas 293,427 593,526
Brent Whittington 372,653 766,643
John P. Fletcher 293,427 615,183
J. David Works, Jr. 97,579 (2) 211,143
(1) This amount differs from the amount reported in the “Security Ownership of Directors and Executive Officers”
table because unvested performance-based restricted stock units are deemed to be owned under the guidelines
but not for purposes of the SEC rules that drive the disclosure in the “Security Ownership of Directors and
Executive Officers” table.
(2) Guideline to be met by 2015 Annual Meeting.
Based on current ownership amounts, Windstream expects that each of its executive officers will be in
compliance with the stock ownership guidelines at the time of the Annual Meeting. Following the Annual Meeting,
the executive officers will have until 2015 Annual Meeting of Stockholders to meet any increased share guidelines
resulting from changes in stock price, annual base salary or ownership levels since the date of the Annual Meeting.
The table below sets forth as of March 6, 2014, the number of shares of Common Stock that each non-
management director is expected to own by the Annual Meeting (based on the closing price of Windstream common
stock on the date of the 2013 Annual Meeting of Stockholders) and the number of shares deemed owned under the
guidelines as of March 6, 2014.