Avista Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eleven director nominees to serve until the 2027 Annual Meeting.

2. 2

   Ratification of Appointment of Deloitte as Independent Registered Public Accounting Firm for 2026

   ManagementBoard: FOR

   Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.

   More detail

   The proposal asks shareholders to ratify the Audit Committee’s selection of Deloitte as the independent auditor for 2026. Management is seeking shareholder approval as a governance best practice despite the Audit Committee having direct authority; the Audit Committee reviewed Deloitte’s performance, independence, fees, tenure benefits, and safeguards including Audit Committee oversight and pre-approval policies for non-audit services. The Board recommends a vote FOR, arguing institutional knowledge and continuity from Deloitte’s long tenure outweigh transition costs, while noting the Audit Committee monitors independence and rotates lead partners when appropriate.

3. 3

   Advisory Vote on Executive Compensation (Say on Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This non-binding proposal asks shareholders to approve NEO compensation as disclosed. Management seeks affirmation of its compensation policies that include short- and long-term incentives, rigorous metrics (EPS, TSR, cost per customer), recoupment policies, and a double-trigger CIC plan without tax gross-ups. The Board recommends FOR, asserting the program aligns with shareholder interests; shareholders’ votes are advisory but the Board will consider the outcome in future compensation decisions.

4. 4

   Amendment of Restated Articles of Incorporation to Reduce 80% Shareholder Approval Requirements

   ManagementBoard: FOR

   Amend the Restated Articles to reduce certain shareholder approval thresholds from 80% to a majority of outstanding shares for specified matters such as director removal, special meetings, bylaws changes, nomination procedures, and certain business combination approvals.

   More detail

   This management proposal asks shareholders to amend the Articles to lower the supermajority (80%) vote requirement to a simple majority for specified corporate actions, including amendments to director-related provisions, bylaws, special meeting procedures, nomination procedures, and certain business combinations with Interested Shareholders. Management frames the change as aligning with modern governance norms and responding to prior high but insufficient shareholder support when brokers could not vote; the Board recommends FOR, arguing the lower threshold addresses practical obstacles to amendment and reflects shareholder sentiment. The change could reduce protections against takeovers or changes opposed by incumbent management, so investors should weigh governance flexibility against potential increased vulnerability to opportunistic transactions.

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When is the Avista Corp 2026 annual meeting?

Avista Corp (AVA) holds its 2026 annual shareholder meeting on Thursday, May 14, 2026.

What is the record date for the Avista Corp 2026 meeting?

The record date for the Avista Corp 2026 meeting is Friday, March 13, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Avista Corp's 2026 meeting?

The board is presenting 11 director nominees at the Avista Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Avista Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Avista Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.