Windstream 2014 Annual Report Download - page 15

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Which ballot measures are considered “routine” or “non-routine”?
The ratification of the appointment of PricewaterhouseCoopers LLP as Windstream’s independent registered
public accountant for 2015 (Proposal No. 5) is considered routine under applicable rules. A broker or other nominee
may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with
Proposal No. 5. All other matters to be voted on at the Annual Meeting are considered non-routine under applicable
rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore broker non-
votes may exist in connection with all proposals other than Proposal No. 5.
What is the voting requirement to approve each of the proposals?
Election of Directors. Windstream’s Bylaws require that, in an uncontested election, each director be elected
by the affirmative vote of a majority of the votes cast for his or her election. In other words, election of a director
nominee requires that the number of shares voted “for” his or her election must exceed the number of votes cast
“against” such election. In a contested election (a situation in which the number of nominees exceeds the number
of directors to be elected), the election of directors will be decided by a plurality voting standard, under which the
nominees who receive the greatest number of votes cast for their election would be elected as directors. The 2015
election has been determined to be an uncontested election, and the majority-of-votes-cast standard will apply.
If a nominee who is presently serving as a director is not elected at an annual meeting, Delaware law provides
that the director would continue to serve on the Board as a “holdover director.” However, under our Bylaws, each
director annually submits an advance, contingent, irrevocable resignation that the Board may accept if the director
fails to be elected by a majority of the votes cast. In that situation, the Governance Committee of the Board of Directors
would consider the director’s tendered resignation and make a recommendation to the Board on whether to accept
or reject the resignation or take other action. The Board will act on the Governance Committee’s recommendation
within 90 days from the date the election results are certified and then publicly disclose its decision and the rationale
behind it. If a nominee who was not already serving as a director fails to receive a majority of votes cast at an annual
meeting, Delaware law provides that the nominee does not serve on the Board as a “holdover director.” All director
nominees nominated by the Board for election at the Annual Meeting are currently serving on the Board.
Other Matters. The stockholder vote required to approve each of the other proposals is set forth below.
Proposal
Votes Required
for Approval
2. Advisory vote on executive compensation Majority of votes cast
3. Amendments to enable stockholders to call special meetings 66 2/3% of shares issued
and outstanding
4. Amendments to eliminate super-majority voting provisions 66 2/3% of shares issued
and outstanding
5. Ratification of appointment of independent accountant Majority of votes cast
How are broker non-votes and abstentions treated?
Broker non-votes and abstentions (which occur when a stockholder chooses to abstain from voting on any or
all proposals) are counted for purposes of determining whether a quorum is present. However, broker non-votes
and abstentions will have no effect on certain of the proposals presented in this Proxy Statement because they are
not considered “votes cast” under the “majority of votes cast” voting standard. The effect of broker non-votes and
abstentions on each of the proposals presented in this Proxy Statement is as follows:
Proposal
Broker
Non-Votes Abstentions
1. Election of directors No effect No effect
2. Advisory vote on executive compensation No effect No effect
3. Amendments to enable stockholders to call special meetings Vote against Vote against
4. Amendments to eliminate super-majority voting provisions Vote against Vote against
5. Ratification of appointment of independent accountant Not
Applicable
No effect