Windstream 2015 Annual Report Download - page 20

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PROPOSAL NO. 1
ELECTION OF DIRECTORS
There are currently eleven directors serving on the Board, all of whose terms expire at the Annual Meeting.
Judy K. Jones and William A. Montgomery have advised the Board that they will not stand for re-election at the
Annual Meeting.Upon the unanimous recommendation of our Governance Committee, the Board has unanimously
nominated Jeffrey T. Hinson, Tony Thomas, Carol B. Armitage, Samuel E. Beall III, Jeannie Diefenderfer, William
G. LaPerch, Larry Laque, Michael G. Stoltz, and Alan L. Wells for election as directors at the Annual Meeting and
has determined that the size of the board will be reduced to nine following the expiration of the current terms of Ms.
Jones and Mr. Montgomery. Each nominee elected will serve until the 2017 Annual Meeting of Stockholders or until
their successors are duly elected and qualified or until the earliest of their removal, resignation or death.
Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the
proxy card or, if no direction is made, for the election of the Board’s nine nominees. If any nominee is unable or
declines to serve as a director at the time of the Annual Meeting, the proxy holders will vote for a nominee designated
by the present Board to fill the vacancy or, in the event no such designation is made, proxies will be voted for a lesser
number of nominees.
Set forth below is biographical information for each nominee, including age, a brief listing of principal
occupations for at least the past five years, other major affiliations, and the specific experience, qualifications,
attributes and skills that qualify each candidate to serve on Windstream’s Board of Directors.
CAROL B. ARMITAGE Age: 58 Director Since: 2007
Independent Director
Occupation: Telecommunications Consultant Qualification Highlights:
Current Board Committees
• Audit
• Governance
Future Committee Assignments
• Audit
• Compensation
Other Current Public Board Memberships
• None
üLeadership – Former Board Chair–Public
Companies; Former Corporate Executive
üTelecommunications/Regulated Industries
Experience
üCorporate Governance; Business Operations;
Strategy; Financial Reporting
üEducational Background
Biography
Carol B. Armitage has served as a director since September 2007, and is a member of the Governance and Audit
Committees. Upon her election at the Annual Meeting, Mr. Armitage will serve on the Audit and Compensation
Committees. Ms. Armitage has served as a telecommunications consultant since 1998. From 1995 to 1997 she served
as Senior Vice President – Technology and Strategy at General Instrument. Prior to 1995, she held various management
and engineering positions during sixteen years of service with Bell Laboratories and Network Systems (which later
became Lucent). From 2000 until August 2015, Ms. Armitage served and held various leadership positions on the
board of directors of SCALA, Inc., a provider of digital signage and advertising management solutions, including as
Board Chairman from March 2010 to March 2012, and Vice Chairman from 2000 to February 2010, and again from
March 2012 to September 2015. From 2002 to 2004, Ms. Armitage served as Chairman of the Board and on the Audit
Committee of YDI Wireless (now known as Proxim Wireless Corporation), then a public company engaged in the
development and provision of wireless fiber technologies.
Skills and Qualifications Specifically Applicable to Windstream
Ms. Armitage’s qualifications for election to the Board include her extensive knowledge of technologies
impacting the telecommunications industry based on her deep industry experience and her educational training
including an M.S. in electrical engineering from Princeton University. Her service on the boards of other companies,
including as Chair, has given her additional experience in business operations, strategic planning, financial reporting,
and mergers and acquisitions.