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. | |
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| | By: | /s/ Tony Thomas | |
| | Name: | Tony Thomas | |
| | Title: | President & Chief Executive Officer | |
