Windstream 2015 Annual Report Download - page 59

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PROPOSAL NO. 2
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
At the Annual Meeting, the Board of Directors is providing stockholders of Windstream the opportunity to vote
on the following advisory (non-binding) resolution:
“Resolved, that the compensation paid to Windstream’s named executive officers, as disclosed in
this Proxy Statement, including the Compensation Discussion and Analysis, compensation tables
and narrative discussion, is hereby APPROVED.”
Our core program consists of base salary, annual cash incentives and long-term equity incentives. As described in the
Compensation Discussion and Analysis, our executive compensation philosophy, policies, and practices are designed to:
• Provide a high correlation between pay and performance;
• Align management’s interests with the long-term interests of Windstream’s stockholders; and
• Provide competitive compensation and incentives to attract and retain key executives.
Additionally, the following is a summary of key considerations that stockholders should take into account when
assessing our executive compensation program. In 2015, the Company:
executed a focused operational strategy which is driving improved financial results
● implemented a business segment structure with clear, focused strategies
● improved financial performance and met financial guidance
allocated capital and returned value to stockholders
● significantly enhanced its network capabilities by completing key broadband network upgrades to
improve our internet service offerings and expanding the carrier network to focus on key growth areas
● returned a dividend to our shareholders and repurchased 7.5 million shares of our common stock,
over 7% of the outstanding shares, which share repurchases did not impact the short-term or long-
term incentive payouts for named executive officers because the performance measures (Total
Service Revenue and Adjusted OIBDAR) were not impacted by the repurchase program
optimized the balance sheet
● completed the spin-off of CS&L and divested the data center business at an attractive valuation,
enabling us to reduce debt by $3.5 billion
● improved its debt maturity profile and reduced interest expense
The Board values and encourages constructive dialogue on compensation and other important governance
topics with Windstream’s stockholders, to whom it is ultimately accountable. The Board requests stockholder
approval of Windstream’s overall executive compensation philosophy, policies and practices. Although your vote
is advisory and will not be binding upon Windstream or the Board, nor will it create or imply any change in the
fiduciary duties of Windstream or the Board, the Compensation Committee will take into account the outcome of the
vote when considering future executive compensation decisions.
The Company’s current policy is to provide stockholders with an opportunity to approve the compensation
of the named executive officers each year at the annual meeting of stockholders. Accordingly, the next such vote is
expected to occur at the 2017 Annual Meeting of Stockholders.
Board Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
“FOR” PROPOSAL NO. 2.
PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED “FOR” PROPOSAL NO. 2
UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.