Windstream 2014 Annual Report Download - page 9

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We are responsive to stockholder concerns. Based on stockholder approval of a proposal in 2013, we implemented
“majority of votes cast” as our general voting standard and, at the 2014 Annual Meeting of Stockholders (the “2014
Annual Meeting”), recommended to stockholders amendments to Windstream’s charter and bylaws to eliminate “super-
majority” voting requirements. Also at the 2014 Annual Meeting, we recommended to stockholders amendments to
Windstream’s charter and bylaws that would enable stockholders holding 20% or more of our outstanding common
stock to call a special meeting of stockholders under certain circumstances. While both of these proposals failed
to garner the support necessary to pass (both requiring approval by 66 2/3% of our outstanding common stock), the
proposals received the support of 47.75% and 48.27% of our outstanding common stock, respectively, and of those
that did vote approximately 98% of the votes cast were in support of each proposal at the 2014 Annual Meeting
(excluding abstentions and broker non-votes).
Considering the level of support for those proposals, we are again presenting them for stockholder approval
at the Annual Meeting. This year’s proposal regarding elimination of Windstream’s “super-majority” voting
requirements also includes proposed amendments to Windstream’s charter and bylaws to lower the stockholder
approval requirement for bylaws amendments from the affirmative vote of a majority of Windstream’s outstanding
common stock (the current standard for amending the bylaws) to a majority of the votes cast. For more information
on these amendments, refer to Proposal 3 (regarding amendments to Windstream’s charter and bylaws to enable
stockholders to call special meetings) and Proposal 4 (regarding amendments to Windstream’s charter and bylaws to
eliminate “super-majority voting” requirements) in this Proxy Statement on pages 54 and 56, respectively.
In an effort to obtain stockholder approval of Proposals No. 3 and 4, we have implemented measures to increase
voter participation, including:
 providing stockholders an interactive stockholder forum, which allows validated stockholders the ability
to learn more about our Company and submit questions in advance of the meeting;
 hosting the Annual Meeting online, which we believe will allow more stockholders to attend and vote
during the meeting; and
 conducting face-to-face meetings with certain of our larger stockholders to discuss their questions and
concerns regarding these Proposals.
STOCKHOLDER OUTREACH
We are committed to an ongoing dialogue with our stockholders, and value their input on governance and
compensation matters. In the first quarter of 2015, Windstream management reached out to stockholders representing
approximately 32% of our outstanding shares to ensure that we understand and, to the extent possible, address our
stockholders’ concerns and observations with respect to our governance and compensation policies.
2014 EXECUTIVE COMPENSATION
Our compensation objectives are to pay for performance, align management’s interests with those of our
stockholders, and attract and retain key executives. Highlights of our compensation practices include:
What We Do: What We Don’t Do:
9Link pay to performance × No dividends on unvested performance-based
restricted stock
9Employ a clawback policy
9Maintain robust stock ownership guidelines × No excise tax gross-ups in any circumstance
9Utilize independent compensation consultants × No hedging transactions for directors and
executive officers
9Regularly evaluate equity plan overhang levels
and run rates × No special perquisites for former executives