Windstream Compensation: Down For Jeff Gardner, Up For Other Execs

by Luke Jones  on Friday, Mar. 7, 2014 4:54 pm  

Windstream's board opposes the proposal, citing the "substantial amount of merger and acquisition activity" that occurs in the company's sector, among other reasons.

Beneficial Owners and Annual Meeting

The proxy also included a list of all persons or corporations in possession of 5 percent or more of Windstream's common stock. The two named, both considered to be beneficial owners, were:

  • Blackrock Inc. of NewYork, 33.7 million shares, or 5.7 percent.
  • The Vanguard Group Inc. of Malvern, Pa., 40.5 million shares or 6.8 percent.

The company (NYSE: WIN) announced its annual shareholders' meeting will take place at 11 a.m., May 7, at the Capital Hotel in Little Rock.

Nine items were listed for consideration at the meeting:

  • Electing nine directors.
  • Vote on an advisory (non-binding) resolution for executive compensation.
  • Approve an amendment to Windstream's equity incentive plan to increase authorized shares by 15 million and re-approve the plan's performance goals.
  • Approve an amendment to Windstream's certificate of incorporation to eliminate certain voting provisions.
  • Approve amendments to Windstream's bylaws to allow stockholders to call special meetings under certain circumstances.
  • Approve amendments to Windstream's bylaws to eliminate super-majority voting provisions.
  • Ratify appointment of PricewaterhouseCoopers LLP as the company's independent registered public accountant.
  • Consider two stockholder proposals, including the one regarding severance compensation for Windstream executives.
  • Transact other business if needed.



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