SCHEDULE 14A
 
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INFORMATION REQUIRED IN PROXY STATEMENT
 
SCHEDULE 14A INFORMATION
 
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  Windstream Holdings, Inc.  
  (Name of Registrant as Specified In Its Charter)  
 
       
 
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
  

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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 07, 2014.

 


WINDSTREAM HOLDINGS, INC.


 







            WINDSTREAM HOLDINGS INC.
            4001 N. RODNEY PARHAM ROAD
            LITTLE ROCK, AR 72212







 
Meeting Information
Meeting Type:           Annual Meeting
For holders as of:      March 13, 2014
Date:     May 07, 2014       Time:  11:00 AM CDT
Location:      The Capital Hotel
  111 West Markham Street
  Little Rock, Arkansas 72201
   
Meeting live via the Internet-please visit
www.virtualshareholdermeeting.com/win.
 
You are receiving this communication because you hold shares in the company named above.
 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

 
We encourage you to access and review all of the important information contained in the proxy materials before voting.
 
See the reverse side of this notice to obtain proxy materials and voting instructions.



—  Before You Vote  —
How to Access the Proxy Materials
 
Proxy Materials Available to VIEW or RECEIVE:
1. 2013 Annual Report, Proxy Statement and Form 10-K
 
How to View Online:
Have the information that is printed in the box marked by the arrow ®  XXXX XXXX XXXX  (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
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1) BY INTERNET: www.proxyvote.com
2) BY TELEPHONE:    1-800-579-1639
3) BY E-MAIL*: sendmaterial@proxyvote.com
   
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow ®  XXXX XXXX XXXX   (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 18, 2014 to facilitate timely delivery.

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Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
 









Voting Items

The Board of Directors recommends you vote FOR the following proposal:

 		 1.     Election of Directors
 
    Nominees:
     
    1a. Carol B. Armitage
       
    1b. Samuel E. Beall, III
       
    1c. Dennis E. Foster
       
    1d. Francis X. Frantz
       
    1e. Jeffery R. Gardner
 
    1f. Jeffrey T. Hinson
 
    1g.     Judy K. Jones
 
    1h. William A. Montgomery
 
               1i. Alan L. Wells





The Board of Directors recommends you vote FOR the following proposals:

2. To vote on an advisory (non-binding) resolution on executive compensation.
 
3.     To approve an amendment to the Windstream Equity Incentive Plan to increase the authorized shares by 15,000,000 and to re-approve the Plan's performance goals.
 
4. To approve an amendment to the Certificate of Incorporation of Windstream Corporation to eliminate certain voting provisions.
 
5. To approve amendments to the Certificate of Incorporation and Bylaws of Windstream Holdings, Inc., to enable stockholders to call special meetings under certain circumstances.
 
6. To approve amendments to the Certificate of Incorporation and Bylaws of Windstream Holdings, Inc., to eliminate super-majority provisions.
 
7. To ratify the appointment of PricewaterhouseCoopers LLP as Windstream's independent registered public accountant for 2014.

The Board of Directors recommends you vote AGAINST the following proposals:

8.     Stockholder Proposal - Prohibition on Accelerated Vesting of Equity Awards.
 
9. Stockholder Proposal - Right to Act by Written Consent.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please bring this notice or proof that you are a stockholder to enter the meeting.