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8-K
false0000104918AVISTA CORP00001049182024-05-012024-05-01

 

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): May 01, 2024

 

 

AVISTA CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Washington

001-03701

91-0462470

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

1411 East Mission Avenue

 

Spokane, Washington

 

99202-2600

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 509 489-0500

 

 

(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock

 

AVA

 

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Section 5 – Corporate Governance and Management

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2024 Annual Meeting of Shareholders of Avista Corporation (Avista Corp.) was held on May 1, 2024. Three proposals were submitted to shareholders as disclosed in Avista Corp.'s Definitive Proxy Statement filed on March 20, 2024, of which all three were approved. There were 78,186,011 shares of common stock issued and outstanding as of March 1, 2024, the record date, with 71,383,631 shares represented at said meeting. The proposals and the results of the voting are as follows:

Proposal 1: Election of eleven directors, for one-year terms expiring at the 2025 Annual Meeting of Shareholders, and until their successors are elected.

Director

 

For

 

 

Against

 

 

Abstain

 

 

Broker
Non-Votes

 

Julie A. Bentz

 

 

65,273,533

 

 

 

254,051

 

 

 

149,804

 

 

 

5,706,243

 

Donald C. Burke

 

 

60,169,550

 

 

 

5,352,334

 

 

 

155,504

 

 

 

5,706,243

 

Kevin B. Jacobsen

 

 

65,031,835

 

 

 

488,390

 

 

 

157,163

 

 

 

5,706,243

 

Rebecca A. Klein

 

 

63,640,927

 

 

 

1,876,571

 

 

 

159,890

 

 

 

5,706,243

 

Sena M. Kwawu

 

 

65,232,966

 

 

 

290,513

 

 

 

153,909

 

 

 

5,706,243

 

Scott H. Maw

 

 

64,199,129

 

 

 

1,326,072

 

 

 

152,187

 

 

 

5,706,243

 

Scott L. Morris

 

 

60,575,295

 

 

 

4,959,743

 

 

 

142,350

 

 

 

5,706,243

 

Jeffry L. Philipps

 

 

65,021,157

 

 

 

505,717

 

 

 

150,514

 

 

 

5,706,243

 

Heidi B. Stanley

 

 

60,260,694

 

 

 

5,268,047

 

 

 

148,647

 

 

 

5,706,243

 

Dennis P. Vermillion

 

 

65,168,783

 

 

 

365,105

 

 

 

143,500

 

 

 

5,706,243

 

Janet D. Widmann

 

 

64,438,222

 

 

 

1,097,439

 

 

 

141,727

 

 

 

5,706,243

 

All directors were elected since the number of votes cast “for” each nominee exceeded the number of votes “against.” Abstentions and broker non-votes had no effect on the election.

 

Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2024.

For

 

 

Against

 

 

Abstain

 

 

Broker
Non-Votes

 

68,941,234

 

 

 

2,325,311

 

 

 

117,086

 

 

N/A

This proposal was approved as the number of votes cast “for” exceeded the number of votes “against.” Abstentions had no effect on the outcome.

 

Proposal 3: Advisory (non-binding) vote on executive compensation.

For

 

 

Against

 

 

Abstain

 

 

Broker
Non-Votes

 

 

63,443,244

 

 

 

1,892,107

 

 

 

342,037

 

 

 

5,706,243

 

This advisory (non-binding) resolution was approved as the number of votes cast “for” exceeded the number of votes “against.” Abstentions and broker non-votes had no effect on the outcome.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

Avista Corporation

 

 

 

(Registrant)

 

 

 

 

Date:

May 7, 2024

By:

/s/ Gregory C. Hesler

 

 

 

Gregory C. Hesler
Senior Vice President, General Counsel,
Corporate Secretary and
Chief Ethics/Compliance Officer