Windstream 2014 Annual Report Download - page 60

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PROPOSAL NO. 4
AMENDMENTS TO THE WINDSTREAM CERTIFICATE AND WINDSTREAM BYLAWS
TO ELIMINATE SUPER-MAJORITY VOTING REQUIREMENTS
The Windstream Board of Directors is recommending that our stockholders amend the Windstream Certificate
and the Windstream Bylaws to (i) eliminate the super-majority voting provisions contained in the Windstream
Certificate and Windstream Bylaws and (ii) lower the voting standard for amendments of the Windstream Bylaws
generally from the affirmative vote of a majority of Windstream’s outstanding common stock (the current standard
for amending the Windstream Bylaws) to a majority of the votes cast.
2014 Proposal. At the 2014 Annual Meeting, stockholders were presented with amendments to the Windstream
Certificate and Windstream Bylaws (the “2014 Proposal”) substantially similar to those presented in this Proposal
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common stock was required to approve the 2014 Proposal. While it failed to garner the support necessary to pass,
the 2014 Proposal received the support of 47.75% of our outstanding common stock, representing approximately
98% of the votes cast on such proposal at last year’s annual meeting (excluding abstentions and broker non-votes).
Considering the level of support for the 2014 Proposal, the Windstream Board of Directors deems it advisable and in
the best interest of Windstream and its stockholders to once again ask stockholders to approve the amendments to the
Windstream Certificate and Windstream Bylaws to eliminate the super-majority voting provisions contained in the
Windstream Certificate and Windstream Bylaws.
Change from 2014 Proposal. This year’s proposed amendments will also have the effect of lowering the
voting standard for amendments of the Windstream Bylaws generally from the affirmative vote of a majority of
Windstream’s outstanding common stock to a majority of the votes cast. This is a change from the 2014 Proposal.
During our stockholder outreach efforts over the past year, we again discussed with Windstream’s stockholders
their perspective on eliminating the super-majority voting provisions contained in the Windstream Certificate and
Windstream Bylaws, all of whom generally favored the elimination of Windstream’s super-majority voting provisions.
An additional theme that emerged from these conversations was stockholders’ desire to lower the voting standard for
amendments of the Windstream Bylaws to a majority of the votes cast. After discussion with management, careful
consideration of this issue and an examination of trends and best practices in corporate governance on this matter,
the Board determined it is in the best interest of Windstream and its stockholder to lower the voting standard for
amending the Windstream Bylaws to a majority of votes cast.
History of this Proposal. At the 2013 Annual Meeting of Stockholders, stockholders approved a stockholder
proposal requesting the Windstream Board of Directors “take the steps necessary so that each voting requirement in
our charter and bylaws that calls for a greater than simple majority vote be eliminated, and replaced by a requirement
for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable
laws.” As a result and prior to the 2014 Annual Meeting, the Windstream Board of Directors evaluated, as it has
on numerous occasions before, the voting requirements imposed by the Windstream Certificate and Windstream
Bylaws to ensure that they are in the best interests of Windstream and its stockholders. In evaluating the current
voting requirements, the Board:
 re-examined the various arguments for and against the current voting standards imposed by the
Windstream Certificate and Windstream Bylaws;
 discussed with management the results of conversations with several of Windstream’s largest stockholders
regarding their perspective on this matter; and
 reviewed trends and best practices in corporate governance, as well as the corporate governance practices
and policies of a number of other public corporations.
After such evaluation, the Board determined that the current voting requirements imposed by the Windstream
Certificate and Windstream Bylaws are designed to ensure that interests of all stockholders are fully protected
by requiring that certain extraordinary matters and fundamental changes to corporate governance receive the
support of a broad consensus of Windstream’s stockholders, which the Board believes protects all stockholders
against self-interested actions by one or a few large stockholders. However, the Board recognized that there are
different perspectives on this matter and compelling arguments for the elimination of super-majority approval