Windstream 2013 Annual Report Download - page 17

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fails to be elected by a majority of the votes cast. In that situation, the Governance Committee of the Board of Directors
would consider the director’s tendered resignation and make a recommendation to the Board on whether to accept
or reject the resignation or take other action. The Board will act on the Governance Committee’s recommendation
within 90 days from the date the election results are certified and then publicly disclose its decision and the rationale
behind it. If a nominee who was not already serving as a director fails to receive a majority of votes cast at an annual
meeting, Delaware law provides that the nominee does not serve on the Board as a “holdover director.” All director
nominees nominated by the Board for election at the Annual Meeting are currently serving on the Board.
Other Matters. The stockholder vote required to approve each of the other proposals is set forth below.
Proposal Votes Required for Approval
2. Advisory vote on executive compensation Majority of votes cast
3. Increase authorized shares for equity incentive plan and re-approve plan’s
performance goals
Majority of votes cast
4. Amendment to eliminate certain voting provisions Majority of shares issued
and outstanding
5. Amendments to enable stockholders to call special meetings 66 2/3% of shares issued
and outstanding
6. Amendments to eliminate super-majority voting provisions 66 2/3% of shares issued
and outstanding
7. Ratification of appointment of independent accountant Majority of votes cast
8-9. Stockholder proposals Majority of votes cast
How are broker non-votes and abstentions treated?
Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present. The
effect of broker non-votes and abstentions on each of the proposals presented in this Proxy Statement is as follows:
Proposal Broker Non-Votes Abstentions
1. Election of directors No effect No effect
2. Advisory vote on executive compensation No effect No effect
3. Increase authorized shares for equity incentive plan and re-approve plan’s
performance goals
No effect No effect
4. Amendment to eliminate certain voting provisions Vote against Vote against
5. Amendments to enable stockholders to call special meetings Vote against Vote against
6. Amendments to eliminate super-majority voting provisions Vote against Vote against
7. Ratification of appointment of independent accountant Not
Applicable
No effect
8-9. Stockholder proposals No effect No effect
As noted above, broker non-votes and abstentions will have no effect on certain of the proposals presented in
this Proxy Statement because broker non-votes and abstentions are not considered “votes cast” under the Company’s
new “majority of votes cast” approval standard, which was implemented by the Board in response to the “simple
majority vote” stockholder proposal approved at the 2013 Annual Meeting of Stockholders. Approval of each of
these proposals will require that the number of shares voted “for” the proposal exceed the number of votes “against”
it. While stockholders retain the ability to abstain from voting under the new voting standard, the abstentions will
no longer affect the outcome of voting items to which the new standard applies. This treatment of abstentions is a
significant departure from the treatment of abstentions under the Company’s former general voting standard. Under
the former voting standard, which required for approval of a proposal the affirmative vote of a majority of shares
present and entitled to vote on the proposal, an abstention had the effect of a vote against the proposal. As a result of
this change, while there may be instances in which a stockholder will wish to abstain, we encourage all stockholders
to vote their shares in their best judgment and to participate in the voting process to the fullest extent possible.