Windstream 2014 Annual Report Download - page 59

| 55
Text and Legal Effect of Proposed Amendments. The proposed amendment to the Windstream Certificate
would permit a special meeting to be called by the holders of record of at least 20% of Windstream’s outstanding
common stock, subject to the procedures and other requirements as provided in the Windstream Bylaws. Under the
proposed amendments to the Windstream Bylaws, a special meeting may be called upon the request of stockholders
under the following circumstances:
 Subject to the notice, information and other requirements set forth in the Windstream Bylaws, a special
meeting of stockholders may be called upon receipt by Windstream’s Corporate Secretary of a written
request from one or more stockholders of record who have continuously held at least a 20% “net long
position” of our outstanding common stock for at least one year prior to the date such request is delivered
to Windstream’s Corporate Secretary.
 Each written request must be signed by the requesting stockholder(s) and must include information
concerning both the requesting stockholder(s) and the business proposed to be brought before the special
meeting, similar in some respects to the information currently required by the Windstream Bylaws with
respect to presenting stockholder business at annual meetings.
 Each requesting stockholder must also include documentary evidence as to whether such stockholder
meets the ownership requirements discussed above.
 Requesting stockholders must update and supplement their requests so that the information previously
provided to Windstream is true and correct as of the record date.
 The Board would be entitled to submit its own proposal or proposals for consideration at the special meeting.
 Upon receipt of a valid stockholder request to call a special meeting, the Windstream Board of Directors
must set the meeting within 90 days.
The proposed amendments to the Windstream Bylaws also contain various exceptions and timing mechanisms
that are intended to avoid the cost and disruption that would result from multiple stockholder meetings being held in
a short time period and to prevent duplicative and unnecessary stockholder meetings. For example, Windstream will
not be required to call a special meeting if the special meeting request relates to an item that is not a proper subject
for stockholder action under applicable law or if the request is delivered during the period commencing 90 days
prior to the first anniversary of the immediately preceding annual meeting and ending on the earlier of the next
annual meeting or 30 days after the first anniversary of the immediately preceding annual meeting. If a requesting
stockholder does not comply with the requirements and conditions provided for in the proposed amendments to the
Windstream Bylaws, a special meeting request will be deemed ineffective and will not be accepted by the Company.
The summary of the proposed amendments to the Windstream Certificate and Windstream Bylaws set forth
above is qualified in its entirety to the text of the proposed amendments, which are attached as Appendix B to this
Proxy Statement. Additions of text to the Windstream Certificate and Windstream Bylaws contained in Appendix B
are indicated by underlining and text that will be deleted is stricken through.
Vote Requirement. 7KHDIILUPDWLYHYRWHRIWKHKROGHUVRIDWOHDVWҀRIRXURXWVWDQGLQJFRPPRQVWRFNLV
required to approve the amendments to the Windstream Certificate proposed by this Proposal No. 3. If this proposal
is approved by stockholders, we intend to promptly file an appropriate amendment to the Windstream Certificate with
the State of Delaware. The proposed corresponding amendments to the Windstream Bylaws will become effective if
and when the proposed amendments to the Windstream Certificate become effective. If this proposal is not approved
by stockholders, neither the amendment to the Windstream Certificate nor the corresponding amendments to the
Windstream Bylaws will become effective and stockholders will not be permitted to request a special meeting
of stockholders.
Board Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
“FOR” PROPOSAL NO. 3.
PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED “FOR” PROPOSAL
NO. 3 UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.