Windstream 2015 Annual Report Download - page 67

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For these reasons, and in light of the approval of the stockholder proposal at the 2013 Annual Meeting of
Stockholders, the Board determined that it was in the best interests of our stockholders to eliminate the super-majority
voting provisions from the Windstream Certificate and Windstream Bylaws and presented stockholders with a
proposal at both the 2014 and 2015 Annual Meeting to amend the Windstream Certificate and Windstream Bylaws
to eliminate these voting provisions. While neither proposal received the requisite approval necessary to pass, the
Board continues to believe it is in the best interests of our stockholders to eliminate these voting provisions, as well
as to lower the voting standard for amendments of the Windstream Bylaws to a majority of the votes cast.
As discussed in greater detail below, each of the super-majority voting provisions contained in the Windstream
Certificate and Windstream Bylaws govern the amendment of certain provisions of the Windstream Certificate
and Windstream Bylaws regarding important corporate governance matters. If this proposal is approved by
stockholders, any future amendment to these provisions of the Windstream Certificate and Windstream Bylaws by
our stockholders will require, in the case of the Windstream Certificate, the approval of a majority of the outstanding
shares of Windstream common stock (the lowest approval standard permitted by the DGCL) and, in the case of the
Windstream Bylaws, the approval of a majority of the votes cast. Notwithstanding elimination of the super-majority
voting provisions, any amendment to the Windstream Certificate will also require approval of the Board as is required
by the DGCL, and the Board’s ability to make, alter, amend, change, add to or repeal the Windstream Bylaws will
not be affected.
Current Voting Requirements. Article Seven of the Windstream Certificate requires the approval of the
holdersofatleast66⅔%ofWindstream’soutstandingcommonstocktoamend,alter,changeorrepealtheprovisions
of the Windstream Bylaws governing (1) substantive and procedural requirements regarding bringing business before
an annual meeting, (2) the number, election and term of office of the Board of Directors, (3) the filling of vacancies
on the Board of Directors, (4) the procedural requirements for the nomination of directors, and (5) amendment of
the Windstream Bylaws. To amend, alter, change or repeal the remaining provisions of the Windstream Bylaws,
Article Seven of the Windstream Certificate requires the affirmative vote of a majority of Windstream’s outstanding
common stock.
ArticleEleven oftheWindstreamCertificaterequiresthe approvaloftheholders ofatleast66⅔%ofour
outstanding common stock to amend, alter, change or repeal the provisions of the Windstream Certificate governing
(1) limits on the liability of Windstream’s directors, (2) the provision of indemnification for its directors and officers,
(3) prohibitions on stockholders’ ability to act by written consent and to call special meetings, (4) amendment of the
Windstream Certificate, and (5) Windstream’s election to be governed by Section 203 of the DGCL.
Text and Legal Effect of Proposed Amendments. Approval of this Proposal No. 5 will result in the following
changes to the Windstream Certificate:
• Article Seven of the Windstream Certificate will be amended to (i) eliminate the super-majority voting
provisions regarding amendments to the Windstream Bylaws and (ii) eliminate the stockholder voting
standard for amendments of the Windstream Bylaws generally, thereby lowering the voting standard to
the affirmative vote of a majority of the votes cast.
• Article Eleven of the Windstream Certificate will be repealed, thereby reducing the required vote for
amendment, alternation, change or repeal of all provisions of the Windstream Certificate to the affirmative
vote of a majority of the outstanding shares of Windstream common stock, which is the lowest approval
standard permitted by the DGCL.
Article VII of the Windstream Bylaws is identical to Article Seven of the Windstream Certificate in that
it requires the approval of the holders of at least 66 ⅔% of Windstream’s outstanding common stock to amend,
alter, change or repeal the bylaw provisions listed above. The Board has approved a conforming amendment to
Article VII of the Windstream Bylaws, and stockholder approval of this Proposal No. 5 will constitute approval of
the conforming amendment to the Windstream Bylaws.