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8-K
AVISTA CORP0000104918false00001049182023-05-112023-05-11

 

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 11, 2023

 

 

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 2023 Annual Meeting of Shareholders of Avista Corp. was held on May 11, 2023. Four proposals were submitted to shareholders as disclosed in Avista Corp.'s Definitive Proxy Statement filed on March 28, 2023, of which all four were approved. There were 75,284,897 shares of common stock issued and outstanding as of March 10, 2023, the record date, with 68,120,835 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 2024 Annual Meeting of Shareholders, and until their successors are elected.

Director

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

Julie A. Bentz

 

62,421,027

 

324,903

 

182,609

 

5,192,296

Donald C. Burke

 

61,185,948

 

1,544,429

 

198,162

 

5,192,296

Kevin B. Jacobsen

 

62,441,406

 

289,933

 

197,200

 

5,192,296

Rebecca A. Klein

 

61,932,002

 

810,729

 

185,808

 

5,192,296

Sena M. Kwawu

 

62,336,920

 

362,028

 

229,591

 

5,192,296

Scott H. Maw

 

61,370,281

 

1,362,218

 

196,040

 

5,192,296

Scott L. Morris

 

57,914,424

 

4,858,623

 

155,492

 

5,192,296

Jeffry L. Philipps

 

62,380,702

 

347,784

 

200,053

 

5,192,296

Heidi B. Stanley

 

58,362,809

 

4,372,487

 

191,243

 

5,192,296

Dennis P. Vermillion

 

62,322,569

 

446,838

 

159,132

 

5,192,296

Janet D. Widmann

 

61,846,334

 

890,748

 

191,457

 

5,192,296

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 2023.

For

 

Against

 

Abstain

 

Broker
Non-Votes

66,223,107

 

1,749,400

 

148,328

 

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

60,982,013

 

1,594,335

 

352,191

 

5,192,296

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.

 

Proposal 4: Advisory (non-binding) vote to conduct an advisory vote on executive compensation every year.

For

 

Against

 

Abstain

 

Broker
Non-Votes

61,758,193

 

888,902

 

281,444

 

5,192,296

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 16, 2023

By:

/s/ Gregory C. Hesler

 

 

 

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