Windstream 2015 Annual Report Download - page 79

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meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, such
proposed business, other than the nominations of persons for election to the Board of Directors, must constitute a
proper matter for stockholder actions, and the stockholder must have given timely notice thereof in writing to the
secretary of the Corporation. To be timely under this Section 11, a stockholder’s notice must be delivered to or mailed
and received at the principal executive offices of the Corporation, not less than 90 days nor more than 120 days prior
to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in
the event that the annual meeting of stockholders is called for a date that is not within 25 days before or after such
anniversary date, notice by the stockholder to be timely must be so received not later than the close of business on the
10th day following the date on which notice of the date of the annual meeting was mailed or public announcement
of such date was made, whichever occurs first. In no event shall the public announcement of an adjournment or
postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a
stockholder’s notice as described above. A stockholder’s notice to the secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought
before the annual meeting and the text of the proposal or business, (ii) the reason for conducting such business and
any material interest of the stockholder and any Stockholder Associated Person (as defined below), individually or
in the aggregate, including any anticipated benefit to the stockholder or Stockholder Associated Person therefrom,
(iii) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business and
of any Stockholder Associated Person, (iv) the class and number of shares of the Corporation which are beneficially
owned by the stockholder and by any Stockholder Associated Person, (vi) a representation that the stockholder is a
holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by
proxy at the meeting to propose such business, (vi) a representation whether the stockholder or the beneficial owner,
if any, intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of
at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal and/or
(b) otherwise to solicit proxies from stockholders in support of such proposal, and (vii) whether and the extent to
which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other
agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has
been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or
to increase or decrease the voting power of, such stockholder or any such Stockholder Associated Person with respect
to any share of stock of the Corporation.
(b) For purposes of this Section 11, “Stockholder Associated Person” of any stockholder shall mean (i) any
person directly or indirectly controlling, controlled by or under common control with, or directly or indirectly acting
in concert with, such stockholder and (ii) any beneficial owner of shares of stock of the Corporation owned of record
or otherwise by such stockholder.
(c) Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at an annual
meeting except in accordance with the procedures set forth in this section. The presiding officer of an annual meeting
shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the
meeting and in accordance with the provisions of this section; if he should so determine, he shall so declare to the
meeting and any such business not properly brought before the meeting shall not be transacted. For purposes of
this section, “public announcement” shall mean disclosure in a press release reported by Dow Jones News Service,
Associated Press or a comparable national news service. Nothing in this section shall be deemed to affect any rights
of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 (or any
successor rule) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”).
(d) Except for proposals properly made in accordance with Rule 14a-8 promulgated under the Exchange Act,
and included in the notice of meeting given by or at the direction of the Board of Directors, clause (a) of this Section 11
shall be the exclusive means for a stockholder to propose business to be brought before an annual meeting of the
stockholders. Stockholders shall not be permitted to propose business to be brought before a special meeting of the
stockholders (other than pursuant to a Special Meeting Request in accordance with the requirements set forth in
Article II, Section 2), and the only matters that may be brought before a special meeting are the matters specified in
the Corporation’s notice of meeting. Stockholders seeking to nominate persons for election to the Board of Directors
must comply with Article III, Section 4 of these Bylaws.