📃 What This Document Is 📰

This is a Proxy Statement (Form DEF 14A), which is a crucial document filed by the company, Uniti Group Inc., ahead of its Annual Meeting of Stockholders. 🗓️ Think of it as the comprehensive rulebook for the annual meeting, detailing what the company does, who runs it, and what major decisions the shareholders need to vote on. The statement guides stockholders on how to exercise their voting power and provides historical context about the business and its governance.

👉 The Main Event: The Annual Meeting is scheduled for Thursday, May 21, 2026, at 8:00 a.m. (Eastern time). Since the meeting is completely virtual, stockholders will use the link www.virtualshareholdermeeting.com/UNIT2026 to attend and vote.

🏢 What Uniti Group Does and Its History 📡

Uniti Group Inc. is a company that has undergone a major transformation, which needs context. The company was formed following a significant merger that reshaped its entire structure and market position. 🏗️ Initially, the company operated under a different name (Old Uniti) and structure, but the merger has consolidated its identity.

The Merger: On August 1, 2025, Uniti Group Inc. completed a merger with Windstream. This massive event caused Old Uniti to cease being a REIT (Real Estate Investment Trust), and the resulting combined company is now listed on the Nasdaq Global Select Market under the ticker "UNIT."
Stock Conversion: Following the merger, every share of Old Uniti’s common stock was converted. Specifically, each share of Old Uniti’s common stock (par value $0.0001) was exchanged for 0.6029 shares of the new Uniti Group Inc. common stock (par value $0.0001), plus cash for any fractional shares.
Ownership Status: Before the merger closed, pre-closing Old Uniti stockholders held roughly 62% of the outstanding shares of the combined company.

🗳️ Core Decisions: What Shareholders Must Vote On 🟢

The proxy statement outlines five distinct proposals, each requiring the vote of the stockholders. These decisions cover everything from electing the board to funding employee bonuses through stock. 📊 Understanding these five proposals is the most critical part of the document.

Proposal	Action Required	Board Recommendation	Why It Matters
1. Election of Directors	Electing nine director nominees to serve until the 2027 meeting.	FOR	This determines who will govern the company's strategy and monitor management.
2. Equity Plan Increase	Approving an increase in shares under the 2025 Plan (from 6M to 22.75M shares).	FOR	This grants Uniti the necessary pool of shares to pay bonuses and attract employees.
3. NEO Compensation Vote	Advisory vote to approve the Named Executive Officers' compensation.	FOR	This shows the company's general agreement on executive pay packages.
4. Compensation Frequency	Advisory vote on how often future compensation votes should occur (1 YEAR option).	FOR	This sets the timeline and process for future executive pay discussions.
5. Auditor Ratification	Approving PricewaterhouseCoopers LLP (PwC) as the independent auditor.	FOR	This confirms the external firm responsible for checking the company's financial books.

👉 Key Takeaway: The board overwhelmingly recommends voting "FOR" all five proposals. While the executive compensation votes (Proposals 3 & 4) are advisory (meaning they are not legally binding), the Board structure and the increasing of the equity pool (Proposal 2) are critical operational matters.

🌳 Governance and Company Policies 🛡️

Corporate governance refers to the system of rules, practices, and processes by which a company is controlled and directed. These policies ensure that the board and management are accountable to the stockholders.

Leadership Separation: The company maintains a structure where the roles of the Chairman of the Board and Chief Executive Officer (CEO) are held by separate individuals. The board believes this separation strengthens independent oversight.
Board Expertise: The Board emphasizes that its members are qualified across diverse areas, including Telecom, Finance, Accounting, and Risk Management.
Independent Directors: The board confirms that all directors and nominees, except for Kenneth A. Gunderman (the CEO), qualify as independent directors under Nasdaq and SEC rules, promoting unbiased decision-making.
Compliance Policies: The company adheres to strict guidelines:
- Working with Integrity: A policy committing the company to compliance with all laws and observing the highest standards of business ethics.
- Insider Trading Policy: Governs how officers and directors can buy or sell company stock, requiring pre-clearance from the General Counsel unless executed under a pre-approved 10b5-1 plan.
- Hedging Policy: Prohibits all employees, officers, and directors from engaging in derivative securities (like options) or selling company stock "short," ensuring they do not profit from the company's decline.

👨‍💼 Board of Directors and Nominees 🧑‍⚖️

The Board of Directors is responsible for overseeing management and the overall strategy of the company. The Board currently consists of nine directors. 🧍

Current Leadership: The Board consists of nine individuals. Scott G. Bruce is the CEO of Radius Global Infrastructure, Inc., and Francis X. “Skip” Frantz serves as the Chairman of the Board. Kenneth A. Gunderman serves as the President and CEO of Uniti.
Committee Roles: The three standing committees—Audit, Compensation, and Governance—are composed entirely of directors who the Board has determined are independent.
- The Audit Committee oversees internal and external audit processes and monitors financial and accounting risks.
- The Compensation Committee advises the board on executive compensation programs.
- The Governance Committee reviews the company’s internal controls and recommends director nominees.
Election Nominees: The Board has nominated the current directors (except Randy Dunbar and Paul Sunu) plus two new nominees: Jarrett Appleby, Johannes Weber, and Laura McLaughlin, and Harold Zeitz.
- Highlights: Director Jarrett Appleby has over 30 years of experience, having held COO/CMO roles at major data center companies like Equinix and Digital Realty. Joseph Natale has over 30 years of experience, having previously served as CEO of Rogers Communications.

💸 Director Compensation and Pay Structures 💰

This section details how the company pays its high-level management and board members. Compensation is designed to align the directors' financial success with the company's long-term growth. 💹

Director Compensation: The current non-employee director compensation package is substantial, incorporating various elements:
- An annual cash retainer (ranging from $100,000 to $250,000).
- A one-time, at-election restricted stock grant of $100,000 (vesting over four years).
- Annual restricted stock grants (ranging from $150,000 to $25,000), subject to one-year vesting.
Example Payout (2025): For example, Francis X. “Skip” Frantz received a total compensation of $426,940 in 2025, consisting of a $250,000 cash fee and $176,940 in stock awards.
Executive Compensation Philosophy: The Compensation Committee emphasizes that the goal is to "align pay with performance." They explicitly do not provide tax gross-ups, guarantee bonuses, or provide discount stock options, maintaining a commitment to performance-based pay.

📈 The Need to Fund Growth: Equity Plan Increase (Proposal 2) 🚀

This proposal asks stockholders to increase the total shares available for employee incentives from 6,000,000 shares to 22,750,000 shares by authorizing an additional 16,750,000 shares. This is critical for the company's ability to operate competitively.

The Problem: Burn Rate: The current authorized share pool is almost depleted. As of March 31, 2026, only 445,990 shares remained available for future grants under the 2025 Plan.
Consequences of Failure: If stockholders do not approve the increase, the company expects to exhaust its current share reserve in less than 3 months.
Why It Matters: The compensation committee argues that competitive equity awards are vital for recruiting, retaining, and motivating skilled talent in a competitive labor market. Without sufficient stock, Uniti may be forced to rely on cash-based incentives, which could severely impact the company’s ability to meet its financial goals.
Historic Usage: The average unadjusted burn rate over the last three years (2023-2025) was 1.5% (for 2023-2025) and 1.8% (for 2024-2026).

🗓️ Key Dates and Voting Logistics 📞

If a shareholder wants to vote, understanding the logistics is essential. The filing provides detailed instructions and important dates.

Record Date: Only stockholders of record at the close of business on March 23, 2026, are entitled to vote.
Voting Deadline: Internet and telephone proxy voting will close at 11:59 p.m. (Eastern time) on May 20, 2026.
Attendance: Stockholders can attend the meeting online via www.virtualshareholdermeeting.com/UNIT2026.
Voting Types: The statement clarifies that non-routine matters (all proposals except the auditor ratification) may result in a "broker non-vote" if the shares are held in street name (i.e., by a broker) and no specific instructions are given.

🧠 The Analogy 🛶

Running a large company, especially one that has just undergone a massive merger, is like preparing for a major expedition across a continent. The Proxy Statement is your detailed map: it doesn't just show the destination (financial success) but dictates who gets to ride on the ship (the directors), how much fuel (shares) is budgeted for the journey, and what rules must be followed by the crew (policies and compensation). The vote is the final sign-off needed to keep the expedition moving forward.

🧩 Final Takeaway 📌

This proxy statement centers on three things: confirming the corporate structure following the Windstream merger; giving shareholders the chance to approve a massive increase in available incentive shares; and confirming the election of the board and management who will guide the company through its next chapter.

Uniti (UNIT) shareholders vote to increase equity incentive share pool size