Windstream 2014 Annual Report Download - page 27

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(2) Unvested shares of restricted stock are deemed beneficially owned because grantees of unvested restricted
stock under Windstream’s equity compensation plans hold the sole right to vote such shares.
(3) Windstream grants performance-based restricted stock units (PBRSUs) to its executive officers. Because
unvested PBRSUs do not provide the recipients the right to vote or other elements of beneficial ownership
as defined under SEC rules and will not vest within 60 days from March 1, 2015, all unvested outstanding
PBRSUs are omitted from this table. For informational purposes, the following table shows the outstanding
unvested PBRSUs granted to each named executive officer:
Named Executive Officers
Total Shares
Beneficially Owned
Unvested Performance-
Based Restricted Stock
Units (PBRSUs)
Total Shares
Beneficially Owned
Including PBRSUs
Anthony W. Thomas 529,804 79,812 609,616
Robert E. Gunderman 148,357 16,471 164,828
John P. Fletcher 445,546 67,587 513,133
J. David Works, Jr. 118,430 41,180 159,610
John C. Eichler 93,210 15,011 108,221
Jeffery R. Gardner — -0- —
Brent K. Whittington — -0- —
(4) Includes 27,499 shares held in trust for the benefit of Mr. Frantz’s spouse and children. Mr. Frantz’s spouse is
the trustee of the trust. These shares are deemed beneficially owned under SEC rules, but Mr. Frantz disclaims
beneficial ownership.
(5) Mr. Foster resigned as a director of Windstream effective February 1, 2015 and is no longer affiliated with
Windstream. As a result, no current information on his holdings of Windstream common stock is available.
(6) Mr. Gardner resigned from Windstream effective February 1, 2015 and is no longer affiliated with Windstream.
As a result, no current information on his holdings of Windstream common stock is available.
(7) Mr. Whittington resigned from Windstream effective September 1, 2014 and is no longer affiliated with
Windstream. As a result, no current information on his holdings of Windstream common stock is available.
Security Ownership of Certain Beneficial Owners. Set forth below is information, as of March 1, 2015, with
respect to any person known to Windstream to be the beneficial owner of more than 5% of any class of Windstream’s
voting securities, all of which are shares of Common Stock:
Title of Class
Name and Address
of Beneficial Owner
Amount and Nature
of Beneficial Ownership Percent of Class
Common Stock Blackrock, Inc. 35,541,514 (1) 5.9%
55 East 52nd Street
New York, NY 10022
Common Stock The Vanguard Group 46,957,252 (2) 7.8%
100 Vanguard Blvd.
Malvern, PA 19355
(1) Based upon information contained in Schedule 13G filed on February 9, 2015, Blackrock, Inc. has sole voting
power over 30,618,430 shares and sole dispositive power over 35,541,514 shares.
(2) Based upon information contained in Schedule 13G filed on February 10, 2015, The Vanguard Group has
sole voting power over 1,050,753 shares, sole dispositive power over 45,992,058 shares, and shared dispositive
power over 965,194 shares.