Windstream 2013 Annual Report Download - page 7

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4001 Rodney Parham Road
Little Rock, Arkansas 72212
Telephone: [phone]
www.windstream.com
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS
To be Held May 7, 2014
11:00 a.m. (local time)
To the Stockholders of Windstream Holdings, Inc.:
Notice Is Hereby Given That the 2014 annual meeting of stockholders (the “Annual Meeting”) of Windstream
Holdings, Inc. (“Windstream”) will be held at the Capital Hotel, 111 West Markham, Little Rock, Arkansas 72201,
on Wednesday, May 7, 2014 at 11:00 a.m. (local time) for the following purposes, as more fully described in the
accompanying proxy statement (the “Proxy Statement”):
1. To elect nine directors to serve until the 2015 annual meeting of stockholders or until successors are duly
elected or until their earlier removal, resignation, or death;
2. To vote a non-binding advisory resolution on executive compensation;
3. To approve an amendment to the Windstream Equity Incentive Plan to increase the authorized shares by
15,000,000 shares and to re-approve the Plan’s performance goals;
4. To approve an amendment to the Certificate of Incorporation of Windstream Corporation to eliminate
certain voting provisions;
5. To approve amendments to the Certificate of Incorporation and Bylaws of Windstream Holdings, Inc. to
enable stockholders to call special meetings of stockholders under certain circumstances;
6. To approve amendments to the Certificate of Incorporation and Bylaws of Windstream Holdings, Inc. to
eliminate super-majority voting provisions;
7. To ratify the appointment of PricewaterhouseCoopers LLP as Windstream’s independent registered
public accountant for 2014;
8. To consider two stockholder proposals, if properly presented at the Annual Meeting; and
9. To transact such other business as may properly come before the meeting or any postponement or
adjournment thereof.
Only holders of Common Stock of record at the close of business on March 13, 2014 are entitled to notice of, to
attend and to vote at the Annual Meeting or at any adjournment or postponement thereof.
Beginning on March 25, 2014, we began mailing to many of our stockholders a notice of internet availability
of proxy materials. This notice contains instructions on how to access our Annual Meeting materials, including
our Proxy Statement and Annual Report on Form 10-K, and to vote online. The notice also includes instructions
on obtaining a paper copy of the Annual Meeting materials. All stockholders who do not receive such a notice will
receive a full set of Annual Meeting materials in printed form by mail or electronically by e-mail.