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8-K
false0000104918AVISTA CORP00001049182022-05-122022-05-12

 

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 12, 2022

 

 

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 2022 Annual Meeting of Shareholders of Avista Corp. was held on May 12, 2022. Three proposals were submitted to shareholders as disclosed in Avista Corp.'s Definitive Proxy Statement filed on March 31, 2022, of which all three were approved. There were 72,191,571 shares of common stock issued and outstanding as of March 11, 2022, the record date, with 65,539,433 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 2023 Annual Meeting of Shareholders, and until their successors are elected.

Director

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

Julie A. Bentz

 

60,165,511

 

210,296

 

118,569

 

5,045,057

Kristanne Blake

 

54,300,435

 

6,078,805

 

115,136

 

5,045,057

Donald C. Burke

 

59,511,179

 

858,793

 

124,404

 

5,045,057

Rebecca A. Klein

 

59,656,408

 

723,626

 

114,342

 

5,045,057

Sena M. Kwawu

 

60,101,968

 

269,382

 

123,026

 

5,045,057

Scott H. Maw

 

56,678,000

 

3,694,330

 

122,046

 

5,045,057

Scott L. Morris

 

55,521,793

 

4,853,552

 

119,031

 

5,045,057

Jeffry L. Philipps

 

60,069,280

 

304,250

 

120,846

 

5,045,057

Heidi B. Stanley

 

55,738,085

 

4,643,252

 

113,039

 

5,045,057

Dennis P. Vermillion

 

60,025,942

 

347,892

 

120,542

 

5,045,057

Janet D. Widmann

 

59,798,279

 

582,615

 

113,482

 

5,045,057

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 2022.

For

 

Against

 

Abstain

 

Broker
Non-Votes

63,116,076

 

2,325,772

 

97,585

 

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

58,648,594

 

1,546,971

 

298,811

 

5,045,057

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 18, 2022

By:

/s/ Gregory C. Hesler

 

 

 

Gregory C. Hesler
Vice President, General Counsel,
and Chief Compliance Officer