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WIN > SEC Filings for WIN > Form 8-K on 12-May-2014All Recent SEC Filings

Show all filings for WINDSTREAM HOLDINGS, INC.

Form 8-K for WINDSTREAM HOLDINGS, INC.


12-May-2014

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders

The 2014 annual meeting of stockholders (the "Annual Meeting") of Windstream Holdings, Inc. (the "Company") was held on May 7, 2014 at 11:00 a.m. CDT at the Capital Hotel, 111 West Markham, Little Rock, Arkansas 72201. At the Annual Meeting, the Company's stockholders voted on nine proposals. The proposals are described in the Company's definitive proxy statement on Schedule 14A (the "Proxy Statement") as filed with the Securities and Exchange Commission (the "SEC") on March 25, 2014. The voting results for each of the proposals is as follows.
1. The stockholders elected all persons nominated to serve as a director set forth in the Company's Proxy Statement, with the following vote results:

                                                                    Votes For
    Name                        Votes For     Votes Against   as a % of Votes Cast
    Carol B. Armitage          244,309,389      52,048,118           82.43%
    Samuel E. Beall, III       291,267,616      5,046,596            98.29%
    Dennis E. Foster           290,671,827      5,614,923            98.10%
    Francis X. Frantz          291,568,921      4,690,463            98.41%
    Jeffery R. Gardner         291,929,293      4,390,643            98.51%
    Jeffrey T. Hinson          290,947,224      5,329,770            98.20%
    Judy K. Jones              290,662,330      5,641,133            98.09%
    William A. Montgomery      290,953,352      5,320,946            98.20%
    Alan L. Wells              225,210,283      71,103,675           76.00%

In addition to the votes for and against each nominee, the table below reports the number of shares that abstained from voting for each of the nominees, respectively:

Name                  Votes Abstained
Carol B. Armitage        2,231,499
Samuel E. Beall, III     2,274,794
Dennis E. Foster         2,302,256
Francis X. Frantz        2,329,622
Jeffery R. Gardner       2,269,070
Jeffrey T. Hinson        2,312,012
Judy K. Jones            2,285,543
William A. Montgomery    2,314,708
Alan L. Wells            2,275,048

The Company's bylaws require that each director nominee be elected by the affirmative vote of a majority of the votes cast for his or her election. The above reported abstentions, while counted for quorum purposes, had no effect on the outcome of the election of directors because they are not considered votes cast under this voting standard.

2. The stockholders voted upon and approved a nonbinding proposal on executive compensation, with the following vote results:

Votes For as a % of Votes
Votes For Votes Against Cast 224,280,746 70,501,525 76.08%

3,806,735 shares abstained from voting on this proposal. However, approval of this item required a majority of votes cast, and these abstentions, while counted for quorum purposes, had no effect on the outcome of this proposal because they are not considered votes cast under this voting standard.


3. The stockholders voted upon and approved amendments to the 2006 Equity Incentive Plan, with the following vote results:

Votes For as a % of Votes
Votes For Votes Against Cast 276,578,386 18,786,080 93.63%

3,224,540 shares abstained from voting on this proposal. However, approval of this item required a majority of votes cast, and these abstentions, while counted for quorum purposes, had no effect on the outcome of this proposal because they are not considered votes cast under this voting standard.

4. The stockholders voted upon and rejected an amendment to the Certificate of Incorporation of Windstream Corporation to eliminate certain voting provisions, with the following vote results:

                                                                       Votes For
                                                                       as a % of
   Votes For      Votes Against   Votes Abstained  Broker Non-Votes   Outstanding
  216,121,583       78,189,749       4,277,674       221,765,336         35.85%

For the amendment to pass, the affirmative vote of a majority of the Company's outstanding shares was required.

5. The stockholders voted upon and rejected amendments to the Certificate of Incorporation and Bylaws of Windstream Holdings, Inc. to enable stockholders to call special meetings, with the following vote results:

                                                                       Votes For
                                                                       as a % of
   Votes For      Votes Against   Votes Abstained  Broker Non-Votes   Outstanding
  290,952,857       5,008,340        2,627,809       221,765,336         48.27%

For the amendments to pass, the affirmative vote of a majority of the Company's outstanding shares was required.

6. The stockholders voted upon and rejected amendments to the Certificate of Incorporation and Bylaws of Windstream Holdings, Inc. to eliminate super-majority voting provisions, with the following vote results:

                                                                       Votes For
                                                                       as a % of
   Votes For      Votes Against   Votes Abstained  Broker Non-Votes   Outstanding
  287,841,710       7,271,051        3,476,245       221,765,336         47.75%

For the amendments to pass, the affirmative vote of two-thirds of the Company's outstanding shares was required.

7. The stockholders voted upon and ratified the appointment of PricewaterhouseCoopers, LLP as the Company's independent registered public accountants for fiscal year 2014, with the following vote results:

                                                       Votes For as a % of Votes
        Votes For                Votes Against                   Cast
       511,925,329                 4,684,510                    99.09%

3,744,503 shares abstained from voting on this proposal. However, approval of this item required a majority of votes cast, and these abstentions, while counted for quorum purposes, had no effect on the outcome of this proposal because they are not considered votes cast under this voting standard.

8. The stockholders voted upon and rejected a stockholder proposal entitled "Prohibition on Accelerated Vesting of Equity Awards," with the following vote results:

                                                       Votes For as a % of Votes
        Votes For                Votes Against                   Cast
       101,912,842                191,872,555                   34.68%

4,803,609 shares abstained from voting on this proposal. However, approval of this item required a majority of votes cast, and these abstentions, while counted for quorum purposes, had no effect on the outcome of this proposal because they are not considered votes cast under this voting standard.


9. The stockholders voted upon and rejected a stockholder proposal entitled "Right to Act by Written Consent," with the following vote results:

Votes For as a % of Votes
Votes For Votes Against Cast 117,036,117 175,765,836 39.97%

5,787,053 shares abstained from voting on this proposal. However, approval of this item required a majority of votes cast, and these abstentions, while counted for quorum purposes, had no effect on the outcome of this proposal because they are not considered votes cast under this voting standard.

Broker Non-Votes: There were 221,765,336 broker non-votes reported for each of the proposals presented at the Annual Meeting, except Proposal No. 7 (ratification of the appointment of PricewaterhouseCoopers, LLP as the Company's independent registered public accountants). While counted for quorum purposes, these broker non-votes had no effect on the outcome of Proposals No. 1, 2, 3, 8 and 9 because broker non-votes are not considered votes cast under the Company's majority of votes cast approval standard applicable to those proposals. Under the approval standards applicable to Proposals No. 4, 5 and 6, the broker non-votes are considered votes cast and thus were treated as votes against each of those proposals. Proposal No.7 was considered a routine matter upon which brokers and other nominees could vote uninstructed shares under applicable rules, and therefore no broker non-votes existed in connection with Proposal No. 7.


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