Windstream 2013 Annual Report Download - page 67

| 61
PROPOSAL NO. 6
AMENDMENTS TO THE WINDSTREAM CERTIFICATE AND WINDSTREAM BYLAWS
TO ELIMINATE SUPER-MAJORITY VOTING REQUIREMENTS
The Windstream Board of Directors has recommended that our stockholders amend the Windstream Certificate
and the Windstream Bylaws to eliminate the super-majority voting provisions contained in the Windstream Certificate
and Windstream Bylaws.
Background. At the 2013 Annual Meeting of Stockholders, stockholders approved a stockholder proposal
requesting the Windstream Board of Directors “take the steps necessary so that each voting requirement in our
charter and bylaws that calls for a greater than simple majority vote be eliminated, and replaced by a requirement for
a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable
laws.” As a result, the Windstream Board of Directors evaluated, as it has on numerous occasions before, the voting
requirements imposed by the Windstream Certificate and Windstream Bylaws to ensure that they are in the best
interests of Windstream and its stockholders. In evaluating the current voting requirements, the Board:
• re-examined the various arguments for and against the current voting standards imposed by the
Windstream Certificate and Windstream Bylaws;
• discussed with management the results of conversations with several of Windstream’s largest stockholders
regarding their perspective on this matter; and
• reviewed trends and best practices in corporate governance, as well as the corporate governance practices
and policies of a number of other public corporations.
In this regard, the Board determined that the current voting requirements imposed by the Windstream Certificate
and Windstream Bylaws are designed to ensure that interests of all stockholders are fully protected by requiring that
certain extraordinary matters and fundamental changes to corporate governance receive the support of a broad
consensus of Windstream’s stockholders, which the Board believes protects all stockholders against self-interested
actions by one or a few large stockholders. However, the Board recognized that there are different perspectives on
this matter and compelling arguments for the elimination of super-majority approval standards, including growing
sentiment that the elimination of such provisions increases a board’s accountability to stockholders and provides
stockholders greater ability to participate in the corporate governance of a company. The Board also reviewed the
governance policies of a number of corporations and determined that although many still include super-majority
voting provisions, an increasing number of companies are beginning to view such a voting requirement as overly
burdensome and inconsistent with principles of good corporate governance.
For these reasons, and in light of the approval of the stockholder proposal at the 2013 Annual Meeting of
Stockholders, our Board believes it is in the best interests of our stockholders to eliminate the super-majority voting
provisions from the Windstream Certificate and Windstream Bylaws. As discussed in greater detail below, each
of the super-majority voting provisions contained in the Windstream Certificate and Windstream Bylaws govern
the amendment of certain provisions of the Windstream Certificate and Windstream Bylaws regarding important
corporate governance matters. If this proposal is approved by stockholders, any future amendment to these provisions
of the Windstream Certificate and Windstream Bylaws by our stockholders will require the approval of a majority
of the outstanding shares of Windstream common stock, the same standard required to amend all other provisions
of the Windstream Certificate and Windstream Bylaws. Notwithstanding elimination of the super-majority voting
provisions, any amendment to the Windstream Certificate will also require approval of the Board as is required by
the DGCL, and the Board’s ability to make, alter, amend, change, add to or repeal the Windstream Bylaws will not
be affected.
Current Voting Requirements. Article Seven of the Windstream Certificate requires the approval of the
holders of at least 66 2/3% of Windstream’s outstanding common stock to amend, alter, change or repeal the
provisions of the Windstream Bylaws governing (1) substantive and procedural requirements regarding bringing
business before an annual meeting, (2) the number, election and term of office of the Board of Directors, (3) the
filling of vacancies on the Board of Directors, (4) the procedural requirements for the nomination of directors, and
(5) amendment of the Windstream Bylaws.