Windstream 2014 Annual Report Download - page 25

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SECURITY OWNERSHIP
Stock Ownership Guidelines. The Windstream Board of Directors has adopted minimum stock ownership
guidelines for Windstream’s directors and executive officers. Directors who are not executive officers are expected
to maintain beneficial ownership of shares of Windstream Common Stock valued at least five times the annual cash
retainer paid to non-management directors. Executive officers are expected to maintain beneficial ownership of
shares of Common Stock at the following levels: ten times base salary for the Chief Executive Officer; five times base
salary for each of the Chief Financial Officer and General Counsel; and two to three times base salary for all other
executive officers. Directors have a transition period of five years from their initial election, and executive officers
have a transition period of three years from their initial election to meet the applicable ownership guidelines and,
thereafter, one year (measured from the date of each annual meeting) to meet any increased ownership requirements
resulting from changes in stock price, annual base fee, annual base salary, or applicable ownership levels occurring
since the initial deadline. During the transition period and until the director or officer satisfies the specified ownership
levels, the guidelines impose a retention ratio that provides that each officer and director is expected to retain at least
50% of the shares received, net of tax payment obligations, upon the vesting of restricted stock or the exercise of
stock options. Directors and officers are also required to hold for at least six months all shares received, net of tax
payment obligations, upon vesting of restricted equity awards or the exercise of stock options. For the purposes of
the guidelines, unvested shares or units of restricted stock are considered to be owned.
Based on the foregoing, the table below sets forth the number of shares of Windstream common stock that
each named executive officer currently employed by Windstream is expected to own (based on the closing price
of Windstream common stock on the date of the 2014 Annual Meeting) and the number of shares deemed owned
under the guidelines as of March 1, 2015. Based on current ownership amounts, Windstream expects that each of
its executive officers will be in compliance with the stock ownership guidelines at the time of the Annual Meeting.
Following the Annual Meeting and except as set forth in the footnote (2) to the table below regarding Messrs. Thomas
and Gunderman, the executive officers will have until 2016 Annual Meeting of Stockholders to meet any increased
share guidelines resulting from changes in stock price, annual base salary or ownership levels since the date of the
Annual Meeting.
Named Executive Officers Guideline Share Amount Shares Owned (1)
Anthony W. Thomas — (2) 609,616
Robert E. Gunderman — (2) 164,828
John P. Fletcher 282,967 513,133
J. David Works, Jr. 97,579 159,610
John C. Eichler 63,736 108,221
(1) This amount differs from the amount reported in the “Security Ownership of Directors and Executive Officers”
table because unvested performance-based restricted stock units are deemed to be owned under the guidelines
but not for purposes of the SEC rules that drive the disclosure in the “Security Ownership of Directors and
Executive Officers” table.
(2) Pursuant to the stock ownership guidelines, the guideline share amount for a newly appointed executive officer
or an executive officer that is promoted into a new position is determined at the first stockholder meeting
following the executive officer’s appointment or promotion. Accordingly, the new guideline share amounts for
Messrs. Thomas and Gunderman resulting from their appointments as President and Chief Executive Officer
and Chief Financial Officer and Treasurer, respectively, will be determined at the Annual Meeting. Each will
have until the 2018 Annual Meeting of Stockholders to meet the new ownership guidelines.
The table below sets forth the number of shares of Common Stock that each non-management director is
expected to own by the Annual Meeting (based on the closing price of Windstream common stock on the date of the
2014 Annual Meeting) and the number of shares deemed owned under the guidelines as of March 1, 2015. Based on
current ownership amounts, Windstream expects that each non-management director will be in compliance with the
stock ownership guidelines at the time of the Annual Meeting.