AVISTA CORP
For the period ended May 8, 2025. Filed Mar 26, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 8, 2025 · Filed Mar 26, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
AVISTA CORPORATION
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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ENERGY THAT TRANSFORMS 2025 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
SHAREHOLDER LETTER
Dear Fellow Shareholder:
| Avista’s 2025 Annual Meeting will be held at 8:00 a.m. Pacific Time on Thursday, May 8, 2025. This year’s Annual Meeting of Shareholders will once again be held in a virtual format only. You will not be able to attend the Annual Meeting in person. | You will be able to participate in the Annual Meeting, vote, and submit your questions and comments during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/AVA2025. Whether or not you plan to participate in the Annual Meeting, we urge you to vote and submit your proxy prior to the Annual Meeting by mail, telephone or through the internet as soon as possible, following the instructions printed on your proxy card and/or proxy notice. As I step into the President and CEO role at Avista, I am honored, humbled, and excited to have an incredible team around me. Together, we will take on the myriad opportunities and challenges ahead of us. We take our mission of enabling vibrant communities through energy seriously, and serve our customers every day with compassion and optimism about the future. This Proxy Statement accompanies the 2024 Annual Report to Shareholders (the “Annual Report”), which contains information about the Company’s performance, including our audited financial statements. As you’ll see in our Annual Report, we continue to provide Energy that Transforms. From ensuring robust energy supply and delivery systems, partnering in the shared clean energy economy, inspiring engaged and thriving employees, to committing to financial strength, we are delivering on our mission. I look forward to building on the legacy of integrity and care given to us by Dennis Vermillion as I serve our employees, customers, communities, and you, our shareholders. Thank you for your interest in and support of Avista. Sincerely, Heather Rosentrater President and Chief Executive Officer |
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1411 E. Mission Ave.
Spokane, Washington 99202
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Avista’s Annual Meeting will be held virtually by live webcast on Thursday, May 8, 2025 at 8:00 a.m. Pacific Time. The purposes of the meeting are to:
| (1) | elect eleven directors identified in the accompanying proxy statement to serve until the 2026 Annual Meeting of Shareholders; |
| (2) | ratify the appointment of Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, Ltd., and their respective affiliates (collectively, “Deloitte”) as the Company’s independent registered public accounting firm for 2025; |
| (3) | approve the amendment and restatement of the Company’s long-term incentive plan, including an increase in available shares; |
| (4) | hold an advisory (non-binding) vote on executive compensation; and |
| (5) | transact other business that may come before the meeting or any adjournment or postponement thereof. |
Shareholders of record may participate in the Annual Meeting by logging in atwww.virtualshareholdermeeting.com/AVA2025. Please refer to the Additional Information for guidance regarding participation in the Annual Meeting.
Your vote is very important to us. You can be sure your shares are represented at the meeting if you are a shareholder of record by promptly voting over the internet or by telephone or by returning your completed proxy card in thepre-addressed, postage-paid return envelope (which will be provided to those shareholders who request to receive paper copies of these materials by mail), or, if your shares are held through an account with a brokerage firm, bank or other nominee, by returning your completed voting instruction card to your broker or nominee. The proxy is solicited by the Board of Directors of Avista Corp.
We cordially invite you to attend the meeting.
By Order of the Board,
Gregory C. Hesler
Senior Vice President, General Counsel, Corporate Secretary and Chief Ethics/Compliance Officer
Spokane, Washington
THIS PROXY STATEMENT AND THE 2024 ANNUAL REPORT ARE AVAILABLE ON THE
INTERNET ATHTTP://PROXYVOTE.COM
| REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS: | |||
| Via the Internet Go to www.proxyvote.com and follow the instructions | By Mail Mark, sign, date and return your proxy card in the postage-paid envelope | By Telephone Call 1-800-690-6903 | Virtual Live Webcast www.virtualshareholdermeeting. com/AVA2025 to vote duringthe virtual annual meeting |
Important Information About Avista’s Virtual Annual Meeting
Avista Corporation’s (“Avista” or the “Company”) 2025 Annual Meeting of Shareholders (the “Annual Meeting”) will be held virtually by live webcast. Shareholders of record at the close of business on March 7, 2025, are entitled to participate in the meeting and participants will be able to ask questions, make comments and vote on the matters brought before the meeting. Below are some frequently asked questions regarding our Annual Meeting.
How can I view and participate in the Annual Meeting? To participate, visitwww.virtualshareholdermeeting.com/AVA2025 and log in with the 16-digit control number included in your proxy materials.
When can I join the virtual Annual Meeting? You may begin to log in to the meeting platform beginning at 7:45 a.m. Pacific Time on May 8, 2025. The meeting begins at 8:00 a.m. Pacific Time on May 8, 2025.
How can I ask questions and vote? We encourage you to submit your questions and vote in advance by visitingwww.proxyvote.com. Shareholders may also vote and submit questions virtually during the meeting (subject to time restrictions). During the meeting, questions can only be submitted in the question box provided in the virtual meeting webcast. To participate in the meeting webcast, visitwww.virtualshareholdermeeting.com/AVA2025.
What if I lost my 16-digit control number? You will be able to log in as a guest. To view the meeting webcast, visitwww.virtualshareholdermeeting.com/AVA2025 and register as a guest. If you log in as a guest, you will not be able to vote your shares or ask questions during the meeting.
What if I experience technical difficulties? Please call (844)986-0822 (US) or 1 (412)317-5419 (international) for assistance.
Where can I find additional information? For additional information about how to attend the Annual Meeting, please refer to the Additional Information section.
A recording of the Annual Meeting will be posted as soon as practical athttps://investor.avistacorp.com along with answers to a representative set of any shareholder questions received before and during the Annual Meeting not answered due to time constraints. We also encourage you to read our Annual Report on Form 10-K available atwww.proxyvote.com.
Your vote is important to us! Please vote today atwww.proxyvote.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.