Windstream 2015 Annual Report Download - page 69

| 67
PROPOSAL NO. 6
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANT
The Audit Committee has selected PricewaterhouseCoopers LLP (“PwC”) to audit Windstream’s consolidated
financial statements for the fiscal year ending December 31, 2016. Windstream is submitting to the stockholders for
ratification at the Annual Meeting the selection of PwC as Windstream’s independent registered public accountant
for 2016, although neither the Board of Directors nor its Audit Committee maintains a policy requiring Windstream
to seek stockholder ratification of the independent accountant selection. PwC served as Windstream’s independent
registered public accountant in connection with the audits of the 2014 and 2015 fiscal years. Information regarding
PwC’s fees for 2014 and 2015 is provided below. Representatives of PwC are expected to be present during the Annual
Meeting and will have an opportunity to make a statement, if they desire to do so, and to respond to appropriate
questions.
If the stockholders fail to ratify the appointment of PwC as Windstream’s independent registered public
accountant, the Board will reconsider the appointment. However, even if the selection is ratified, the Audit Committee,
in its sole discretion, may change the appointment at any time during the year if it determines that such a change
would be in the best interests of Windstream and its stockholders.
Audit and Non-Audit Fees. Aggregate fees for professional services rendered by PwC for the years ended
December 31, 2015 and 2014 were:
In thousands 2015 2014
Audit Fees (a) $4,799 $4,253
Audit-Related Fees (b) 153 49
Tax Fees (c) 133 64
All Other Fees (d) 9 3
Total $5,094 $4,369
(a) Audit fees includes fees for the annual audit and quarterly reviews of the consolidated financial statements as
well as attestation reports required by statute or regulation, comfort letters and consents in respect to Securities
and Exchange Commission filings, and accounting and financial reporting consultations. The increase in
2015 is due primarily to incremental audit and accounting services performed by PwC in connection with
Windstream’s REIT spin-off, including SEC filings made in connection therewith.
(b) Audit-related fees are comprised of assurance and related services that are traditionally performed by the
independent registered public accounting firm and are not reported under “Audit Fees.” Excluded from the
2015 and 2014 amounts are $35,500 and $33,000, respectively, paid by the Windstream Pension Plan Trust for
the audit of the Windstream Pension Plan. Also excluded from 2015 are fees of $51,500 paid directly by the
Windstream 401(k) Plan for the audit of the plan. The increase in 2015 is due primarily to incremental assurance
services performed by PwC in connection with a Cybersecurity review.
(c) Tax fees are principally comprised of fees for tax consulting services provided by PwC. The increase in 2015 is
due primarily to incremental tax services performed in PwC in connection with Windstream’s REIT spin-off.
(d) All other fees are comprised of fees which cannot be associated with the categories previously noted.
Board Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
“FOR” PROPOSAL NO. 6.
PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED “FOR” PROPOSAL NO. 6.
UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.