Windstream 2013 Annual Report Download - page 62

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We are asking stockholders to approve the material terms of the performance goals under the Equity Plan so that
the awards under the Equity Plan that are intended to qualify as “performance-based compensation” under Section
162(m) of the Code may be tax deductible. By approving this proposal, the stockholders also will be approving
the Equity Plan’s Management Objectives for purposes of Section 162(m) of the Code, and the list of Management
Objectives will remain the list of stockholder-approved performance goals in accordance with the requirements of
Section 162(m) of the Code.
Board Recommendation
Equity-based compensation is an essential component of the total compensation offered to our employees,
including our executive officers. Our equity-based compensation program is designed to provide long-term
incentives, to better align the interests of executives with stockholders and to provide a retention incentive. The
Board of Directors believes that our capacity to grant equity-based compensation has been a significant factor in our
ability to achieve our strategic objectives and that it is important to our continued success that Windstream have an
adequate reserve of shares available for issuance or delivery for use in attracting, motivating and retaining qualified
directors, officers and other key employees. As such, the Board of Directors believes this proposal, including re-
approval of the performance goals under the Plan, is in the best interests of our stockholders and recommends that
stockholders approve it.
New Plan Benefits
Future awards under the Equity Plan are made at the discretion of the Compensation Committee and/or the
Board. Therefore, at this time, the benefits that may be received by any participant or group of participants under the
Equity Plan if our stockholders approve this proposal cannot be precisely determined. The table below reflects the
value of equity-based awards granted to all executive officers as a group, all non-executive officer employees as a
group, and all directors as a group in fiscal 2013 as of the date of each grant.
These amounts reflect the Compensation Committee’s determination and do not reflect values calculated in
accordance with FASB ASC topic 718.
Number of
Shares of
Restricted Stock Dollar Value ($)
Number of
Performance-Based
Restricted Stock
Units Dollar Value ($)
All current executive officers,
as a group (7 persons) 245,158 $ 2,405,000 663,098 $ 6,504,991
All current non-executive officer employees,
as a group 2,263,324 $21,682,343 123,599 $ 1,212,506
All directors as a group 81,544 $ 799,947 — —
Securities Authorized for Issuance under Equity Compensation Plans
The following table contains information about our common stock which may be issued under our existing
equity compensation plans as of the end of fiscal 2013 as set forth in the Company’s Annual Report on Form 10-K:
Plan category
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding options,
warrants and rights
($)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding securities
reflected in column (a))
(a) (b) (c)
Equity compensation plans
not approved by stockholders 2,374,633 7.76 2,610,174(1)
Equity compensation plans
approved by stockholders — — 4,819,043
Total 2,374,633 7.76 7,429,217