Windstream 2013 Annual Report Download - page 76

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STOCKHOLDER PROPOSALS FOR 2015 ANNUAL MEETING
Stockholders who intend to present proposals at the 2015 Annual Meeting of Stockholders, and who wish to
have those proposals included in Windstream’s proxy statement for the 2015 Annual Meeting, must be certain that
those proposals are received by the Corporate Secretary at 4001 Rodney Parham Road, Little Rock, Arkansas 72212,
no later than November 25, 2014. Such proposals must meet the requirements set forth in the rules and regulations of
the SEC in order to be eligible for inclusion in the proxy statement for Windstream’s 2015 Annual Meeting. Notice of
stockholder proposals to be raised from the floor of the 2015 Annual Meeting of Stockholders outside of Rule 14a-8
must be received by the Corporate Secretary by not earlier than the close of business on January 7, 2015 and not later
than the close of business on February 6, 2015.
RELATIONSHIPS AND CERTAIN TRANSACTIONS
Windstream has adopted a written policy for the review and approval of related party transactions. The
Governance Committee is responsible for the review and approval of transactions covered by the policy, although
transactions can also be approved by the dis-interested members of the Board of Directors.
Under the policy and subject to the exceptions noted below, the Governance Committee or the Board must
approve any transaction in which Windstream is a participant, the amount involved equals or exceeds $120,000, and
the transaction is required to be disclosed under SEC rules regarding related party transactions. To be approved, the
transaction must be on terms comparable to those that could be obtained in arm’s length dealings with an unrelated
third party or is otherwise determined to be fair and in the best interests of Windstream. The persons covered by the
policy are Windstream’s directors, director nominees, and executive officers, immediate family members of any of
the foregoing, and any entity that is controlled by any of the foregoing persons.
During 2013, Windstream engaged Touchwood Technologies of Little Rock, Arkansas to perform information
technology consulting services including website development and email fulfillment and paid Touchwood
approximately $207,978 for these services. The brother of John Eichler, who is Vice President-Controller and an
executive officer of Windstream, was an employee with Touchwood through September 2013 and performed services
for Touchwood on engagements with Windstream. John Eichler has had no involvement in Windstream’s relationship
with Touchwood or Windstream’s procurement decisions for this vendor. Windstream believes that the engagements
with Touchwood are on market terms that are comparable or more favorable to those that could be obtained in
arm’s length dealings with unrelated third parties. The Governance Committee of the Board of Directors approved
the terms of the Touchwood engagement for 2013 in accordance with Windstream’s procedure for the review and
approval of related party transactions involving officers.
Except for the foregoing, there were no commercial transactions between related parties and Windstream that
required disclosure in this proxy statement.
Transactions covered by the policy do not include the provision of services, the sale of products or other
transactions conducted by Windstream in the ordinary course of business and on terms generally available to
employees or customers. Covered transactions also do not include an employment or service relationship involving
a director or executive officer and any related compensation resulting from that relationship that is approved by
Windstream’s Compensation Committee or is disclosed in the proxy statement pursuant to the SEC’s executive
compensation rules. Additionally, covered transactions do not include employment relationships of immediate family
members of executive officers as long as the immediate family member is not also an executive officer and is not
related to the Chief Executive Officer or a director. Any employment relationships with immediate family members
of executive officers that are not subject to the policy require the approval of the Chief Executive Officer. The
Governance Committee also receives an annual report disclosing the terms of all related party transactions including
transactions that do not require pre-approval by the Committee. The following is a summary of certain employment
relationships occurring during 2013 involving Windstream, certain of its executive officers and certain members of
their immediate family. Windstream believes the terms of the following employment relationships are comparable to
terms that would have been reached by unrelated parties in arm’s-length transaction.
David Martin is the brother-in-law of Brent Whittington, who is Chief Operating Officer and an executive
officer of Windstream. Mr. Martin served as a Vice President – Direct Sales for Windstream during 2013. For
2013, Windstream paid Mr. Martin total compensation of $249,430, comprised of salary, commissions, the value of
restricted stock granted during 2013, Company contribution to the Windstream 401K plan, and Windstream’s portion
of healthcare premiums.