Windstream 2015 Annual Report Download - page 75

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Appendix B
PROPOSAL NO. 4
AMENDMENT TO THE WINDSTREAM CERTIFICATE AND WINDSTREAM BYLAWS
TO ENABLE STOCKHOLDERS TO CALL SPECIAL MEETINGS
Proposed Amendment to the Windstream Certificate
ARTICLE
Ten
For so long as any security of the Company is registered under Section 12 of the Securities Exchange Act of
1934: (i) the stockholders of the Corporation may not take any action by written consent in lieu of a meeting, and must
take any actions at a duly called annual or special meeting of stockholders and the power of stockholders to consent
in writing without a meeting is specifically denied; and (ii) special meetings of stockholders of the Corporation may
be called only by (A) the Board of Directors pursuant to a resolution adopted by the affirmative vote of the majority
of the total number of directors then in office or (B) holders of records of at least 20% aggregate of the outstanding
capital stock of the Corporation, subject to the procedures and other requirements as provided in the Bylaws of
the Corporation.
Corresponding Amendments to the Windstream Bylaws
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Annual Meeting. An annual meeting of the stockholders shall be held on such date and at such time as shall
be designated from time to time by the Board of Directors. At the annual meeting, stockholders shall elect Directors
and transact such other business as properly may be brought before the annual meeting pursuant to Section 11 of
ARTICLE II hereof.
Section 2. Special Meetings.
(a) Subject to this Section 2 of Article II, Sspecial meetings of the stockholders may only be called in the
manner provided in ARTICLE TEN of the Amended and Restated Certificate of Incorporation of the Corporation
(the “Certificate of Incorporation”). Business transacted at any special meeting of stockholders shall be limited to
the purposes stated in the notice.
(b) Subject to this Section 2(b) and other applicable provisions of these Bylaws, a special meeting of stockholders
shall be called by the secretary of the Corporation upon the written request (each such request, a “Special Meeting
Request” and such meeting, a “Stockholder Requested Special Meeting”) of one or more stockholders of record
of the Corporation that together have continuously held, for their own account or on behalf of others, beneficial
ownership of at least a twenty percent (20%) aggregate “net long position” of the capital stock issued and outstanding
(the “Requisite Percentage”) for at least one year prior to the date such request is delivered to the Corporation (such
period, the “One-Year Period”). For purposes of determining the Requisite Percentage, “net long position” shall be
determined with respect to each requesting holder in accordance with the definition thereof set forth in Rule 14e-4
under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended
and inclusive of such rules and regulations, the “Exchange Act”); provided that (x) for purposes of such definition,
“the date that a tender offer is first publicly announced or otherwise made known by the bidder to the holders of
the security to be acquired” shall be the date of the relevant Special Meeting Request, (B) the “highest tender offer
price or stated amount of the consideration offered for the subject security” shall refer to the closing sales price of
capital stock on the NASDAQ Stock Market (or any successor thereto) on such date (or, if such date is not a trading
day, the next succeeding trading day), (C) the “person whose securities are the subject of the offer” shall refer to the
Corporation, and (D) a “subject security” shall refer to the outstanding capital stock; and (y) the net long position
of such holder shall be reduced by the number of shares of capital stock as to which such holder does not, or will