Windstream 2013 Annual Report Download - page 94

88 |
Section 11. Business Brought Before an Annual Meeting.
(a) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an annual meeting, business must be (i) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) brought before
the meeting by or at the direction of the Board of Directors or (iii) otherwise properly brought before the meeting
by a stockholder. For business to be properly brought before an annual meeting by a stockholder, such proposed
business, other than the nominations of persons for election to the Board of Directors, must constitute a proper
matter for stockholder actions, and the stockholder must have given timely notice thereof in writing to the secretary
of the Corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal
executive offices of the Corporation, not less than 90 days nor more than 120 days prior to the anniversary date of the
immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting
of stockholders is called for a date that is not within 25 days before or after such anniversary date, notice by the
stockholder to be timely must be so received not later than the close of business on the 10th day following the date on
which notice of the date of the annual meeting was mailed or public announcement of such date was made, whichever
occurs first. In no event shall the public announcement of an adjournment or postponement of an annual meeting
commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.
A stockholder’s notice to the secretary shall set forth as to each matter the stockholder proposes to bring before the
annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the text of
the proposal or business, (ii) the reason for conducting such business and any material interest of the stockholder and
any Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated
benefit to the stockholder or Stockholder Associated Person therefrom, (iii) the name and address, as they appear
on the Corporation’s books, of the stockholder proposing such business and of any Stockholder Associated Person,
(iv) the class and number of shares of the Corporation which are beneficially owned by the stockholder and by
any Stockholder Associated Person, (vi) a representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose
such business, (vi) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a
group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of
the Corporation’s outstanding capital stock required to approve or adopt the proposal and/or (b) otherwise to solicit
proxies from stockholders in support of such proposal, and (vii) whether and the extent to which any hedging or other
transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement
or understanding (including any short position or any borrowing or lending of shares) has been made, the effect or
intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease
the voting power of, such stockholder or any such Stockholder Associated Person with respect to any share of stock
of the Corporation.
(b) For purposes of this Section 11, “Stockholder Associated Person” of any stockholder shall mean (i) any
person directly or indirectly controlling, controlled by or under common control with, or directly or indirectly acting
in concert with, such stockholder and (ii) any beneficial owner of shares of stock of the Corporation owned of record
or otherwise by such stockholder.
(c) Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at an annual
meeting except in accordance with the procedures set forth in this section. The presiding officer of an annual meeting
shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the
meeting and in accordance with the provisions of this section; if he should so determine, he shall so declare to the
meeting and any such business not properly brought before the meeting shall not be transacted. For purposes of
this section, “public announcement” shall mean disclosure in a press release reported by Dow Jones News Service,
Associated Press or a comparable national news service. Nothing in this section shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8
promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”).