Windstream 2015 Annual Report Download - page 7

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Leadership Structure
• Separation of Chairman and CEO roles
• Robust independent lead director/chairman role
• Structure contributes to effective Board oversight of management and significant
independent director leadership
Risk Oversight
• Board oversees management risk oversight responsibilities
• Board and Audit Committee review annual risk assessment prepared by Internal
Audit Department
• Compensation Committee reviews annual risk assessment of executive compensation
Stockholder Attributes
• Robust stockholder engagement program
• 2015 adoption of proxy-access bylaw in response to stockholder outreach
• Company support of governance changes (e.g., special meeting rights, elimination of
supermajority provisions) in light of stockholder feedback
• Annual stockholder advisory vote on executive compensation
Succession Planning • Governance Committee regularly monitors succession planning
Stockholder Outreach. We are responsive to stockholder concerns and value our stockholders’ input and
support. We maintain an ongoing dialogue with our stockholders and value their viewpoints on corporate governance
and compensation matters. During 2015, Windstream management actively engaged with stockholders representing
approximately22%ofouroutstandingsharestoensurethatweunderstandand,totheextentpossible,addressour
stockholders’ concerns and observations with respect to our corporate governance and compensation policies. As a
result of this constructive open dialogue, and in direct response to feedback from our stockholders, Windstream has
implemented, or proposed, the following changes to our corporate governance practices:
• Proxy Access. In November 2015, the Board of Directors amended Windstream’s bylaws to implement
a“proxyaccess”right,whichpermitsastockholder(oragroupofstockholders)owning3%ormoreof
the Company’s outstanding common stock continuously for at least three years to nominate and include
intheCompany’sproxymaterialsdirectornominees,constitutinguptotwoindividualsor20%ofthe
Board (whichever is greater), subject to the eligibility, procedural and disclosure requirements set forth
in our bylaws. Stockholders who wish to nominate directors for inclusion in our proxy statement for the
2017 Annual Meeting of Stockholders should follow the instructions under “Stockholder Proposals and
Directors Nominations for 2017 Annual Meeting” in this Proxy Statement.
• Important Governance Proposals. For the third time, we are recommending to stockholders amendments
to Windstream’s charter and bylaws (i) that would enable stockholders holding 20% or more of our
outstanding common stock to call a special meeting of stockholders under certain circumstances, and
(ii) that would eliminate “super-majority” voting requirements and to lower the stockholder approval
requirement for bylaw amendments from the affirmative vote of a majority of Windstream’s outstanding
common stock (the current standard for amending the bylaws) to a majority of the votes cast. Though they
did not pass, similar proposals were presented at the 2014 and 2015 Annual Meetings of Stockholders
andreceivedthesupportofover50%ofouroutstandingcommonstockateachmeeting.Ofthosethat
didvote,approximately98%ofthevotescastwereinsupportofeachproposal.Formoreinformationon
these amendments, refer to Proposal No. 4 (regarding amendments to Windstream’s charter and bylaws to
enable stockholders to call special meetings) and Proposal No. 5 (regarding amendments to Windstream’s
charter and bylaws to eliminate “super-majority voting” requirements) in this Proxy Statement.
• 2016 Compensation. Windstream has enacted changes to its compensation program beginning in 2016 in
response to stockholder feedback received in 2014 and 2015.
Board Evaluation. In accordance with the Board’s continuous efforts to evaluate its performance, improve its
effectiveness, and be accountable to stockholders, in the second quarter of 2015, the Board engaged SpencerStuart
to assist with the annual Board and committee assessment and evaluation. Each Board member was interviewed