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WINDSTREAM CORP FILES (8-K) Disclosing Change in Directors or Principal Officers(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (b) On September 9, 2014, Dennis E. Foster informed the boards of directors (the "Boards") of Windstream Holdings, Inc. (the "Company") and Windstream Corporation ("Windstream") of his desire to retire from the Boards and resign his director position. Mr. Foster is completing his final term of service on the Boards, as he is not eligible to stand for reelection after May 2015 pursuant to the Boards' governance guidelines requiring mandatory retirement at age 75 for directors. Mr. Foster is resigning effective February 1, 2015. (d) On September 9, 2014, the Boards increased their size from nine members to eleven members and appointed William LaPerch and Michael Stoltz to fill the newly created vacancies effective immediately. The Boards appointed Mr. Stoltz to serve on the Audit Committee of the Board of the Company, and Mr. LaPerch to serve on the Compensation Committee of the Board of the Company. Messrs. LaPerch and Stoltz will be compensated for their board service substantially in accordance with the director compensation policy previously approved by the Boards for non-employee directors, which is more fully described in the "Compensation of Directors" section of the Company's definitive proxy statement for its 2014 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 25, 2014. Messrs. LaPerch and Stoltz will also enter into the Company's form of indemnification agreement for directors and executive officers. There are no arrangements or understandings between Mr. LaPerch or Mr. Stoltz and any other person pursuant to which they were selected to serve on the Boards, and neither is party to any related party transactions required to be reported pursuant to Item 404(a) of Regulation S-K. -------------------------------------------------------------------------------- |