Windstream 2014 Annual Report Download - page 57

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PROPOSAL NO. 2
ADVISORY VOTE ON EXECUTIVE COMPENSATION
At the Annual Meeting, the Board of Directors is providing stockholders of Windstream the opportunity to vote
on the following advisory (non-binding) resolution:
“Resolved, that the compensation paid to Windstream’s named executive officers, as disclosed in
this Proxy Statement, including the Compensation Discussion and Analysis, compensation tables
and narrative discussion, is hereby APPROVED.”
As described in the Compensation Discussion and Analysis, our executive compensation philosophy, policies,
and practices are designed to:
 Provide a high correlation between pay and performance;
 Align management’s interests with the long-term interests of Windstream’s stockholders; and
 Provide competitive compensation and incentives to attract and retain key executives.
Our core program consists of base salary, annual cash incentives and long-term equity incentives.
The following is a summary of key considerations that stockholders should take into account when assessing
our executive compensation program:
 Our goal is to improve our customer experience; operate a best-in-class network; and deliver improved
financial performance and increased value for stockholders. Our path for creating value for stockholders
is to grow revenue and adjusted Operating Income before Depreciation and Amortization (OIBDA), with
prudent capital investments.
 In 2014, we announced a ground-breaking strategic initiative to create an independent publicly traded real
estate investment trust (REIT), Communications Sales & Leasing, Inc. (CS&L). The proposed transaction
is expected to close in the second quarter of 2015 and will enable Windstream to accelerate network
investments, provide enhanced services to customers, and maximize stockholder value.
 Our 2014 financial and operating results were below expectations, and the low compensation payouts
received under our executive compensation programs reflect the rigorous performance objectives
contained in our at-risk compensation programs and the achievement of a high correlation between pay
and performance under our executive compensation plans.
The Board of Directors values and encourages constructive dialogue on compensation and other important
governance topics with Windstream’s stockholders, to whom it is ultimately accountable. The Board of Directors
requests stockholder approval of Windstream’s overall executive compensation philosophy, policies and practices.
Although your vote is advisory and will not be binding upon Windstream or the Board of Directors, nor will it create
or imply any change in the fiduciary duties of Windstream or the Board of Directors, the Compensation Committee
will take into account the outcome of the vote when considering future executive compensation decisions.
The Company’s current policy is to provide stockholders with an opportunity to approve the compensation
of the named executive officers each year at the annual meeting of stockholders. Accordingly, the next such vote is
expected to occur at the 2016 Annual Meeting of Stockholders.
Board Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
“FOR” APPROVAL OF PROPOSAL NO. 2.
PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED “FOR” PROPOSAL NO. 2
UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.