0000104918falseAVISTA CORP00001049182025-05-082025-05-08

 

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 08, 2025

 

 

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 2025 Annual Meeting of Shareholders of Avista Corporation (Avista Corp.) was held on May 8, 2025. Four proposals were submitted to shareholders as disclosed in Avista Corp.'s Definitive Proxy Statement filed on March 26, 2025, of which all four were approved. There were 80,289,267 shares of common stock issued and outstanding as of March 7, 2025, the record date, with 72,406,352 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 2026 Annual Meeting of Shareholders, and until their successors are elected.

Director

 

For

 

 

Against

 

 

Abstain

 

 

Broker
Non-Votes

 

Julie A. Bentz

 

 

66,324,726

 

 

 

217,741

 

 

 

131,485

 

 

 

5,732,400

 

Donald C. Burke

 

 

61,298,737

 

 

 

5,232,025

 

 

 

143,190

 

 

 

5,732,400

 

Kevin B. Jacobsen

 

 

66,175,946

 

 

 

356,222

 

 

 

141,784

 

 

 

5,732,400

 

Rebecca A. Klein

 

 

64,991,796

 

 

 

1,543,032

 

 

 

139,124

 

 

 

5,732,400

 

Sena M. Kwawu

 

 

66,291,273

 

 

 

248,242

 

 

 

134,437

 

 

 

5,732,400

 

Scott H. Maw

 

 

65,410,299

 

 

 

1,120,202

 

 

 

143,451

 

 

 

5,732,400

 

Scott L. Morris

 

 

61,948,278

 

 

 

4,593,325

 

 

 

132,349

 

 

 

5,732,400

 

Jeffry L. Philipps

 

 

66,143,059

 

 

 

381,984

 

 

 

148,909

 

 

 

5,732,400

 

Heather L. Rosentrater

 

 

65,863,333

 

 

 

670,487

 

 

 

140,132

 

 

 

5,732,400

 

Heidi B. Stanley

 

 

61,490,698

 

 

 

5,036,560

 

 

 

146,694

 

 

 

5,732,400

 

Janet D. Widmann

 

 

65,226,301

 

 

 

1,305,137

 

 

 

142,514

 

 

 

5,732,400

 

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 2025.

For

 

 

Against

 

 

Abstain

 

 

Broker
Non-Votes

 

69,988,747

 

 

 

2,279,708

 

 

 

137,897

 

 

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: Amendment and restatement of the Company's Long Term Incentive Plan, including an increase in the number of shares available.

For

 

 

Against

 

 

Abstain

 

 

Broker
Non-Votes

 

 

63,625,755

 

 

 

2,825,819

 

 

 

222,378

 

 

 

5,732,400

 

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

For

 

 

Against

 

 

Abstain

 

 

Broker
Non-Votes

 

 

64,327,516

 

 

 

2,037,912

 

 

 

308,524

 

 

 

5,732,400

 

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 13, 2025

By:

/s/ Gregory C. Hesler

 

 

 

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