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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 6, 2007
WINDSTREAM CORPORATION
(Exact name of registrant as specified in its charter)
         
Delaware   001-32422   20-0792300
         
(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)   (I.R.S. Employer
Identification No.)
     
4001 Rodney Parham Road, Little Rock, Arkansas   72212
     
(Address of principal executive offices)   (Zip Code)
(501) 748-7000
Registrant’s telephone number, including area code
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 1.01       Entry into a Material Definitive Agreement.
     On February 6, 2007, the Compensation Committee of the Board of Directors of Windstream Corporation (“Windstream”) approved forms of restricted share agreements under the Windstream 2006 Equity Incentive Plan for our executive officers and non-employee directors in connection with grants of awards to these individuals.
Item 5.03      Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
     On February 7, 2007, the Board of Directors of Windstream amended the Bylaws of Windstream, effective February 7, 2007, to remove the requirement that the Board of Directors hold an annual meeting of directors immediately following, and at the same place as, the annual meeting of stockholders.
     The above descriptions of the Bylaws of Windstream and the forms of Restricted Share Agreements are qualified in their entirety by the full text of such agreements which are attached as Exhibits 3.1, 10.1, 10.2 and 10.3 to this Current Report on Form 8-K.
Item 9.01      Exhibits.
(d)      Exhibits
     
Exhibit    
Number   Description
 
   
Exhibit 3.1
  Amended and Restated Bylaws of Windstream Corporation, effective February 7, 2007
 
   
Exhibit 10.1
  Form of Restricted Shares Agreement (Officers: Performance-Based Restricted Stock)
 
   
Exhibit 10.2
  Form of Restricted Shares Agreement (Officers: Restricted Stock)
 
   
Exhibit 10.3
  Form of Restricted Shares Agreement (Non-Employee Directors)

 


 

SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  WINDSTREAM CORPORATION
 
 
  By:   /s/ John P. Fletcher    
  Name:   John P. Fletcher   
  Title:   Executive Vice President and General Counsel   
 
February 9, 2007

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EXHIBIT INDEX
     
Exhibit    
Number   Description
 
   
Exhibit 3.1
  Amended and Restated Bylaws of Windstream Corporation, effective February 7, 2007
 
   
Exhibit 10.1
  Form of Restricted Shares Agreement (Officers: Performance-Based Restricted Stock)
 
   
Exhibit 10.2
  Form of Restricted Shares Agreement (Officers: Restricted Stock)
 
   
Exhibit 10.3
  Form of Restricted Shares Agreement (Non-Employee Directors)

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