Windstream 2014 Annual Report Download - page 65

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STOCKHOLDER PROPOSALS FOR 2016 ANNUAL MEETING
Stockholders who intend to present proposals at the 2016 Annual Meeting of Stockholders, and who wish to
have those proposals included in Windstream’s proxy statement for the 2016 Annual Meeting, must be certain that
those proposals are received by the Corporate Secretary at 4001 Rodney Parham Road, Little Rock, Arkansas 72212,
no later than December 2, 2015. Such proposals must meet the requirements set forth in the rules and regulations of
the SEC in order to be eligible for inclusion in the proxy statement for Windstream’s 2016 Annual Meeting. Notice of
stockholder proposals to be raised from the floor of the 2016 Annual Meeting of Stockholders outside of Rule 14a-8
must be received by the Corporate Secretary by no earlier than the close of business on January 15, 2016 and not later
than the close of business on February 14, 2016.
RELATIONSHIPS AND CERTAIN RELATED TRANSACTIONS
Windstream has adopted a written policy for the review and approval of related party transactions. The
Governance Committee is responsible for the review and approval of transactions covered by the policy, although
transactions can also be approved by the dis-interested members of the Board of Directors.
Under the policy and subject to the exceptions noted below, the Governance Committee or the Board must
approve any transaction in which Windstream is a participant, the amount involved equals or exceeds $120,000, and
the transaction is required to be disclosed under SEC rules regarding related party transactions. To be approved, the
transaction must be on terms comparable to those that could be obtained in arm’s length dealings with an unrelated
third party or is otherwise determined to be fair and in the best interests of Windstream. The persons covered by the
policy are Windstream’s directors, director nominees, and executive officers, immediate family members of any of
the foregoing, and any entity that is controlled by any of the foregoing persons.
Except as noted above, there were no commercial transactions between related parties and Windstream that
required disclosure in this proxy statement.
Transactions covered by the policy do not include the provision of services, the sale of products or other
transactions conducted by Windstream in the ordinary course of business and on terms generally available to
employees or customers. Covered transactions also do not include an employment or service relationship involving
a director or executive officer and any related compensation resulting from that relationship that is approved by
Windstream’s Compensation Committee or is disclosed in the proxy statement pursuant to the SEC’s executive
compensation rules. Additionally, covered transactions do not include employment relationships of immediate
family members of executive officers as long as the immediate family member is not also an executive officer and
is not related to the Chief Executive Officer or a director. Any employment relationships with immediate family
members of executive officers that are not subject to the policy require the approval of the President and Chief
Executive Officer. The Governance Committee also receives an annual report disclosing the terms of all related
party transactions including transactions that do not require pre-approval by the Committee. The following is a
summary of certain employment relationships occurring during 2014 involving Windstream, certain of its executive
officers and certain members of their immediate family. Windstream believes the terms of the following employment
relationships are comparable to terms that would have been reached by unrelated parties in arm’slength transaction.
In March 2015, Kenny Gunderman, brother of Robert Gunderman, who is Chief Financial Officer and Treasurer
and an executive director of Windstream, became President and Chief Executive Officer of CS&L, Windstream’s
newly formed REIT subsidiary that is expected to be spun-off into a new publicly traded company in 2015. In that
capacity, he will receive a base salary of no less than $700,000 per year (subject to periodic review and increase).
Upon consummation of the spin-off, Mr. Gunderman will be eligible to participate in any annual compensation plans
as may be then implemented with a target bonus equal to 150% of his then base salary (which may be increased to
200% of his then base salary at the discretion of the Compensation Committee of CS&L’s board of directors) and
will receive a time-based restricted stock award with a grant date value of $2,625,000, which will vest in full on
the third anniversary of the spin-off. Additionally, for the fiscal year in which the spin-off occurs, CS&L will grant
Mr. Gunderman restricted stock with a grant date value of $2,625,000; no more than seventy-five percent (75%) of the
grant will be comprised of performance-based restricted stock or restricted stock units and the remaining percentage
will be comprised of time-based restricted stock or restricted stock units vesting ratably over the three-year period
following the spin-off.