Windstream 2015 Annual Report Download - page 13

| 11
What is the quorum requirement for the Annual Meeting?
The holders of a majority of the outstanding shares of common stock entitled to vote must be present or
represented by proxy to hold the Annual Meeting. This is called a “quorum.” Your shares will be counted for purposes
of determining if there is a quorum if you:
• are entitled to vote and you are present or represented by proxy at the Annual Meeting; or
• have properly voted online, by telephone or by submitting a proxy card or voting instruction form by mail.
If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained.
How are proxies voted?
All shares represented by valid proxies received prior to the Annual Meeting will be voted by the proxies
named therein and, where a stockholder specifies by means of the proxy a choice with respect to any matter to be
acted upon, the shares will be voted in accordance with the stockholder’s instructions.
What happens if I do not give specific voting instructions?
• Stockholders of Record. If you are a stockholder of record and you:
◦ Indicate when voting on the internet or by telephone that you wish to vote as recommended by the
Board; or
◦ Sign and return a proxy card without giving specific voting instructions,
then the persons named as proxy holders on the proxy card will vote your shares in the manner
recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders
may determine in their discretion with respect to any other matters properly presented for a vote during
the Annual Meeting.
• Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street
name and do not provide the organization that holds your shares with specific voting instructions then,
under applicable rules, the organization that holds your shares may generally vote on “routine” matters
but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive
instructions from you on how to vote your shares on a non-routine matter, that organization will inform
the inspector of election that it does not have the authority to vote on this matter with respect to your
shares. This is generally referred to as a “broker non-vote.”
What is the voting requirement to approve each of the proposals?
The stockholder vote required to approve each proposal is set forth below:
Proposal Votes Required for Approval
1. Election of Directors Majority of votes cast for
each nominee
2. Advisory vote on executive compensation Majority of votes cast
3. Ratification of Windstream’s rights plan Majority of votes cast
4. Amendments to enable stockholders to call special meetings 66⅔%ofsharesissuedand
outstanding
5. Amendments to eliminate super-majority voting provisions 66⅔%ofsharesissuedand
outstanding
6. Ratification of appointment of independent accountant Majority of votes cast
Windstream’s bylaws require that, in an uncontested election, each director be elected by the affirmative vote
of a majority of the votes cast for his or her election. In other words, election of a director nominee requires that the
number of shares voted “for” his or her election must exceed the number of votes cast “against” such election. In
a contested election (a situation in which the number of nominees exceeds the number of directors to be elected),