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8-K - 8-K - WINDSTREAM HOLDINGS, INC.form8k.htm
EX-99.1 - EXHIBIT 99.1 - PRESS RELEASE - WINDSTREAM HOLDINGS, INC.ex99-1.htm
Exhibit 3.1


CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
WINDSTREAM HOLDINGS, INC.
_________________________________________

Pursuant to Section 242 of the
General Corporation Law of the State of Delaware (“DGCL”)
_________________________________________

Windstream Holdings, Inc., a Delaware corporation (hereinafter called the “Corporation”), does hereby certify as follows:

FIRST: Section 1 of Article FOUR of the Amended and Restated Certificate of Incorporation is amended and restated to read in its entirety as set forth below:

“SECTION 1. Authorized Shares. The total number of shares of capital stock which the Corporation has authority to issue is 408,333,333 shares, consisting of:

(a) 33,333,333 shares of Preferred Stock, par value $.0001 per share (“Preferred Stock”); and

(b) 375,000,000 shares of Common Stock, par value $.0001 per share (“Common Stock”).

The Preferred Stock and the Common Stock shall have the rights, preferences and limitations set forth below.”

SECOND: The foregoing amendment was duly adopted in accordance with Section 242 of the DGCL and shall become effective at 4:30 p.m. (Eastern Time) on February 24, 2017.

[SIGNATURE PAGE FOLLOWS]






IN WITNESS WHEREOF, Windstream Holdings, Inc. has caused this Certificate of Amendment to be duly executed in its corporate name this 24th day of February, 2017.


 
WINDSTREAM HOLDINGS, INC.
 
       
       
       
 
By:
/s/ Tony Thomas
 
 
Name:  
Tony Thomas
 
 
Title:
President & Chief Executive Officer