Windstream 2014 Annual Report Download - page 16

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Can I change my vote after I have voted?
You may revoke your proxy and change your vote at any time before the final vote during the Annual Meeting.
You may change your vote on a later date via the internet or by telephone (in which case only your latest internet
or telephone proxy submitted prior to the Annual Meeting will be counted), by signing and returning a new proxy
card or voting instruction form with a later date, or by attending the Annual Meeting and voting virtually via
the internet at www.virtualshareholdermeeting.com/WIN15. However, your attendance at the Annual Meeting will
not automatically revoke your proxy unless you properly vote during the Annual Meeting or specifically request
that your prior proxy be revoked by delivering written notice to the Company’s Corporate Secretary prior to the
Annual Meeting.
Is my vote important?
Yes. The agenda for this Annual Meeting contains two important corporate governance proposals (Proposals
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the effect of a vote AGAINST these important proposals.
BOARD AND BOARD COMMITTEE MATTERS
The number of directors that serve on the Windstream Board of Directors is currently set at ten and may be
fixed from time to time in the manner provided in Windstream’s Bylaws. Our Board currently consists of: Carol B.
Armitage, Samuel E. Beall, III, Francis X. (“Skip”) Frantz, Jeffrey T. Hinson, Judy K. Jones, William G. LaPerch,
William A. Montgomery, Michael G. Stoltz, Anthony W. Thomas and Alan L. Wells. Each director, with the exception
of Messrs. LaPerch, Stoltz and Thomas, was elected at the 2014 Annual Meeting. Messrs. LaPerch and Stoltz were
appointed to serve on our Board effective September 9, 2014, and Mr. Thomas was appointed to serve on the Board
effective December 11, 2014, in connection with his appointment as President and Chief Executive Officer (CEO)
of Windstream.
Independence. The Windstream Board of Directors has affirmatively determined that all directors,
except Mr. Anthony W. Thomas, are independent directors under NASDAQ listing standards. In making these
determinations, the Board considered the types and amounts of the commercial dealings between the Company and
its business partners with which the directors are affiliated. All transactions with these business partners were entered
into in the ordinary course of business, the amounts involved are not material and none of these individuals has a
personal interest in the respective relationships. The Board of Directors determined that none of these relationships
constitutes a “related-person transaction” under applicable SEC rules or would interfere with the directors’ exercise
of independent judgment in carrying out their responsibilities as directors.
Leadership Structure. Since the inception of Windstream, the positions of Chief Executive Officer and
Chairman have been held by separate individuals. Mr. Jeffery R. Gardner served as Windstream’s CEO from 2006
until his resignation, and Mr. Thomas’s appointment as Windstream’s CEO, on December 11, 2014. Mr. Hinson, an
independent director, is the current Chairman of the Board. The Board of Directors continues to believe this board
leadership structure improves the ability of the Board of Directors to exercise its oversight role over management
and ensures a significant role for independent directors in the leadership of Windstream. Having an independent
Chairman also strengthens Windstream’s corporate governance structure by allowing the Chairman to convene
executive sessions with independent directors.
Executive Sessions. The Windstream Corporate Governance Board Guidelines specify that the independent
directors of the Board must meet at regularly scheduled executive sessions without management and that an
independent director, or the Lead Director, selected from time to time by the independent directors shall preside at
executive sessions of independent directors. The Windstream Board of Directors has designated Mr. Hinson to serve
as the Lead Director. During 2014, executive sessions of the independent directors generally occurred at the start of
or the end of each regular meeting of the Board.
Board Meetings. During 2014, there were nineteen meetings of Windstream’s Board of Directors. All of the
directors attended 75% or more of the meetings of the Board and Board committees on which they served during
the periods in which they served. Directors are expected to attend each annual meeting of stockholders. At the 2014
Annual Meeting, all directors then serving on the Board were in attendance.