Windstream 2014 Annual Report Download - page 20

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PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board, upon the recommendation of the Governance Committee, has nominated the ten current members
of the Board to stand for election at the Annual Meeting. Each nominee elected will serve until the 2016 Annual
Meeting of Stockholders or until their successors are duly elected and qualified or until their earlier removal,
resignation or death.
Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on
the proxy card or, if no direction is made, for the election of the Board’s ten nominees. If any nominee is unable or
declines to serve as a director at the time of the Annual Meeting, the proxy holders will vote for a nominee designated
by the present Board to fill the vacancy or, in the event no such designation is made, proxies will be voted for a lesser
number of nominees. As previously announced, Mr. Frantz will serve as chairman of the Board of Directors of CS&L
following Windstream’s proposed spin-off of CS&L as an independent, publicly-traded real estate investment trust.
If the spin-off is consummated prior to the Annual Meeting, Mr. Frantz will not stand for election to the Board, and
the size of the Board will be automatically reduced to nine members.
Set forth below is biographical information for each nominee, including age, a brief listing of principal
occupations for at least the past five years, other major affiliations, and the specific experience, qualifications,
attributes and skills that qualify each candidate to serve on Windstream’s Board of Directors.
Carol B. Armitage, age 57, has served as a director of Windstream since September 2007, is Chair of the
Governance Committee and is a member of the Audit Committee. Ms. Armitage has served as a telecommunications
consultant since 1998. From 1995 to 1997 she served as Senior Vice President, Technology and Strategy at General
Instrument. Prior to 1995 she held various management and engineering positions during sixteen years of service
with Bell Laboratories and Network Systems (which later became Lucent). Since 2000, Ms. Armitage has served
and held various leadership positions on the board of directors of SCALA, Inc., a provider of digital signage and
advertising management solutions. From March 2010 to March 2012, Ms. Armitage served as Chairman of SCALA,
Inc. From 2000 until February 2010, and again starting in March 2012, she served as Vice Chairman. From 2002 to
2004, Ms. Armitage served as Chairman of the Board and was on the Audit Committee of YDI Wireless (now known
as Proxim Wireless Corporation), then a public company engaged in the development and provision of wireless
fiber technologies.
Ms. Armitage’s qualifications for election to the Board include her extensive knowledge of technologies
impacting the communications industry based on her deep industry experience and her educational training including
an M.S. in electrical engineering from Princeton University. Her service on the boards of other companies has given
her additional experience in strategic planning, financial reporting, and mergers and acquisitions.
Samuel E. Beall, III, age 64, has served as a director of Windstream since November 2006 and is Chairman
of the Compensation Committee. Mr. Beall is Strategic Partner of Arlington Capital Advisors, a boutique investment
bank, and is a principal in Beall Investments LLC, a private investment company. Mr. Beall served as Chairman of
the Board and Chief Executive Officer of Ruby Tuesday, Inc., a New York Stock Exchange listed company that owns
and operates casual dining restaurants under the Ruby Tuesday brand, from May 1995 to June 2012, and as President
of Ruby Tuesday, Inc. from July 2004 until June 2012.
Mr. Beall’s qualifications for election to the Board include his experience as the chief executive officer of a public
company, which provides him the ability to understand and address Windstream’s challenges and opportunities as a
public company. As a former chief executive officer of a public company and a director of several private businesses,
he has insight on managing complex business operations, overseeing business risk, designing compensation programs
that motivate people, and developing national advertising campaigns.
Francis X. (“Skip”) Frantz, age 61, has served as a director of Windstream since 2006 and has served on its
Audit Committee since August 1, 2012 and as the Audit Committee chairperson since May 1, 2013. Mr. Frantz is the
designated chairman of the board of directors of CS&L, the wholly-owned subsidiary that Windstream intends to
spin off as an independent, publicly traded real estate investment trust, or REIT. From July 2006 to February 2010, he
served as Chairman of the Windstream Board. From February 2007 to May 2014, he served as Chairman of Central
Bank (a community bank in Little Rock, Arkansas). Mr. Frantz served as the 2006 and 2007 Chairman of the Board
and of the Executive Committee of the United States Telecom Association. Prior to January 2006, Mr. Frantz was