Windstream 2009 Annual Report Download - page 7

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All other matters to be submitted to a vote by the stockholders at the Annual Meeting must be approved by
the affirmative vote of the majority of the shares present in person or by proxy and entitled to vote on the matter.
Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street
name and do not provide the organization that holds your shares with specific voting instructions, under the rules
of various national and regional securities exchanges, the organization that holds your shares may generally vote
on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not
receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds
your shares will inform the inspector of election that it does not have the authority to vote on this matter with
respect to your shares. This is generally referred to as a “broker non-vote.”
The advisory vote on executive compensation (Proposal No. 3) and the ratification of the appointment of
PricewaterhouseCoopers LLP as the Company’s independent registered public accountant for 2010 (Proposal
No. 4) are matters considered routine under applicable rules. A broker or other nominee may generally vote on
routine matters, and therefore no broker non-votes are expected to exist in connection with Proposals No. 3 and
No. 4.
The election of directors (Proposal No. 1), the adoption and approval of the Amended and Restated 2006
Equity Incentive Plan (Proposal No. 2) and the shareholder proposal (Proposal No. 5) are matters considered
non-routine under applicable rules. A broker or other nominee cannot vote without instructions on non-routine
matters, and therefore there may be broker non-votes on Proposals No. 1, No. 2 and No. 5.
Effect of Broker Non-Votes and Abstentions. Broker non-votes and abstentions are counted for purposes of
determining whether a quorum is present. Only “FOR” and “AGAINST” votes are counted for purposes of
determining the votes received in connection with each proposal. Broker non-votes and abstentions will have no
effect on the proposal relating to the election of directors because they will not be considered votes cast. In the
case of each of the other proposals, broker non-votes and abstentions have no effect on determining whether the
affirmative vote constitutes a majority of the shares present or represented by proxy and voting at the Annual
Meeting. Approval of these other proposals requires the affirmative vote of a majority of the shares necessary to
constitute a quorum, and therefore broker non-votes and abstentions could prevent the approval of these other
proposals because they do not count as affirmative votes. In order to minimize the number of broker non-votes,
Windstream encourages you to provide voting instructions to the organization that holds your shares by carefully
following the instructions provided in the notice of internet availability of proxy materials.
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