Windstream 2013 Annual Report Download - page 9

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PROXY SUMMARY
This summary highlights information contained elsewhere in this proxy statement, but does not contain all
of the information you should consider before voting your shares. For more complete information regarding the
proposals to be voted on at the Annual Meeting and our fiscal year 2013 performance, please review the entire proxy
statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.
STOCKHOLDER FORUM
You can access these materials and vote by accessing our online stockholder forum at
www.theinvestornetwork.com/forum/win. To access the forum, you must have your control number, which can be
found on your notice, proxy card or voting instruction form.
INFORMATION ABOUT OUR 2014 ANNUAL MEETING OF STOCKHOLDERS
Date and Time: Wednesday, May 7, 2014 at 11:00 a.m. (local time)
Place: Capital Hotel, 111 West Markham, Little Rock, Arkansas
Record Date: March 13, 2014
Voting: Stockholders of our common stock at the close of business on the Record Date may vote at the
Annual Meeting.
ADVANCE VOTING
Even if you plan to attend the Annual Meeting in person, please vote right away using one of the following
advance voting methods. You can vote in advance in one of three ways:
• Visit the website listed on your proxy card/voting instruction form to vote online.
• Call the telephone number on your proxy card/voting instruction form to vote by telephone.
• Sign, date and return your proxy card/voting instruction form in the enclosed envelope by mail.
PROPOSALS AND VOTING RECOMMENDATIONS
Proposal Board Recommendation Votes Required for Approval Page #
1. Election of nine directors FOR Majority of votes cast 16
2. Advisory vote on executive compensation FOR Majority of votes cast 47
3. Increase authorized shares for equity incentive plan
and re-approve plan’s performance goals
FOR Majority of votes cast 48
4. Amendment to eliminate certain voting provisions FOR Majority of shares issued
and outstanding
58
5. Amendments to enable stockholders to call
special meetings
FOR 66 2/3% of shares issued
and outstanding
59
6. Amendments to eliminate super-majority
voting provisions
FOR 66 2/3% of shares issued
and outstanding
61
7. Ratification of appointment of independent accountant FOR Majority of votes cast 63
8. Stockholder proposal: “Prohibition of Accelerated
Vesting of Equity Awards”
AGAINST Majority of votes cast 65
9. Stockholder proposal: “Right to Act by
Written Consent”
AGAINST Majority of votes cast 67