Windstream adopts new corporate governance policies

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Feb 17, 2010

Windstream adopts new corporate governance policies

Declares quarterly dividend of 25 cents per share

LITTLE ROCK, Ark. – Windstream Corp. (NASDAQ: WIN) announced its board of directors today adopted several enhancements to the company’s corporate governance policies and declared regular quarterly dividends on the company’s common stock.

The governance changes include adoption of a stockholder advisory vote on executive compensation for the 2010 annual meeting of stockholders, which will be held on May 5 at the Capital Hotel in Little Rock.

The board also amended the company’s bylaws to provide for a majority-vote standard in uncontested elections of directors. The amendment replaces the current plurality standard and requires that the number of votes for a director nominee exceed the number of votes withheld.

Additionally, the board adopted a clawback policy for compensation earned by Windstream executive officers beginning in 2010. The policy requires executive officers to repay covered compensation under certain conditions if Windstream’s financial statements became subject to a restatement.

“These changes strengthen Windstream’s robust corporate governance practices and offer stockholders an additional way to share their views on the company’s executive compensation strategy, which is based largely on the achievement of financial and operating objectives,” said Jeff Gardner, Windstream president and CEO.
Additional details about the new corporate governance policies will be available in Windstream’s proxy statement filed with the Securities and Exchange Commission in March.

In another governance move, the board also today appointed Dennis Foster as chairman of the board of directors. Foster is an independent director under NASDAQ listing standards and has served as lead director of Windstream since July 2006. He serves as chairman of the governance committee and is a member of the compensation committee. He is a principal of Foster Thoroughbred Investments in Lexington, Ky., and he formerly served as vice-chairman of the board of directors of Alltel Corp. and has more than 40 years experience in the telecommunications industry.

Foster succeeds Francis X. “Skip” Frantz, who has served as chairman of the board of Windstream since July 2006, but is not an independent director under NASDAQ listing standards. Frantz previously was an executive officer of Alltel Corp. and would not qualify as an independent director on the Windstream board for several more years as a result of compensation received in his transition from Alltel to Windstream. He will continue to serve as a member of the Windstream board.

“Skip Frantz has been a constant source of support and counsel to me in my first four years as CEO,” Gardner said. “Our board and shareholders have benefited greatly from Skip’s leadership as chairman and his deep industry knowledge, and we are delighted that he will continue as a Windstream director.

“Dennis’s executive telecom experience and strong leadership skills make him the right choice for an independent chairman. The appointment of an independent chairman enhances our corporate governance profile and simplifies our governance structure by eliminating the need for a separate lead director to preside over executive sessions of independent directors on the board.”

The board of directors also today declared regular quarterly dividends on the company’s common stock.

The 25-cent dividend is payable April 15, 2010, to stockholders of record as of March 31, 2010.

About Windstream

Windstream Corporation is an S&P 500 company with about $3.7 billion in annual revenues. Windstream provides phone, high-speed Internet and high-definition digital TV services to customers in 21 states. The company also offers a wide range of IP-based voice and data services and advanced phone systems and equipment to businesses and government agencies. For more information about Windstream, visit


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