Windstream 2013 Annual Report Download - page 68

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Article Eleven of the Windstream Certificate requires the approval of the holders of at least 66 2/3% of our
outstanding common stock to amend, alter, change or repeal the provisions of the Windstream Certificate governing
(1) limits on the liability of Windstream’s directors, (2) the provision of indemnification for its directors and officers,
(3) prohibitions on stockholders’ ability to act by written consent and to call special meetings, (4) amendment of the
Windstream Certificate, and (5) Windstream’s election to be governed by Section 203 of the DGCL.
Text and Legal Effect of Proposed Amendments. Approval of this Proposal No. 6 will result in the following
changes to the Windstream Certificate:
• The super-majority voting provisions in Article Seven of the Windstream Certificate will be eliminated,
thereby reducing the required vote for amendment, alteration, change or repeal of all provisions of the
Windstream Bylaws to an affirmative vote of a majority of the outstanding shares of Windstream common
stock entitled to vote on such amendment, alteration, change or repeal, which is the current standard
required for amendments to the Windstream Bylaws generally. The Board believes that amending
a corporation’s bylaws is a fundamental corporate action that should receive a broad consensus of its
stockholders to ensure that the interests of all stockholders are fully protected. Accordingly, the Board
believes that retaining the general voting standard for amending the Windstream Bylaws (i.e., a majority
of outstanding shares) is in the best interests of Windstream’s stockholders.
• Articles Eleven of the Windstream Certificate will be repealed, thereby reducing the required vote for
amendment, alternation, change or repeal of all provisions of the Windstream Certificate to an affirmative
vote of a majority of the outstanding shares of Windstream common stock, which is the lowest approval
standard permitted by the DGCL.
Article VII of the Windstream Bylaws is identical to Article Seven of the Windstream Certificate in that it
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 bylaw provisions listed above. The Board has approved a conforming amendment to Article
VII of the Windstream Bylaws, and stockholder approval of this Proposal No. 6 will constitute approval of the
conforming amendment to the Windstream Bylaws.
The summary of the proposed amendments to Articles Seven and Eleven of the Windstream Certificate
and Article VII of the Windstream Bylaws set forth above is qualified in its entirety to the text of the proposed
amendments, which are attached as Appendix C to this Proxy Statement. Additions of text to the Windstream
Certificate and Windstream Bylaws contained in Appendix C are indicated by underlining and text that will be
deleted is stricken through.
Vote Requirement. The affirmative vote of the holders of at least 66 2/3% of our outstanding common stock is
required to approve the amendments to the Windstream Certificate proposed by this Proposal No. 6. If this proposal
is approved by stockholders, we intend to promptly file an appropriate amendment to the Windstream Certificate
with the State of Delaware. The proposed conforming amendments to the Windstream Bylaws will become effective
if and when the proposed amendments to the Windstream Certificate become effective. If this proposal is not
approved by stockholders, neither the amendment to the Windstream Certificate nor the conforming amendments to
the Windstream Bylaws will become effective and the super-majority voting provisions will remain in effect.
Board Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
“FOR” PROPOSAL NO. 6.
PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED “FOR” PROPOSAL NO. 6
UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.