2014 Proxy Vote



 
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 8, 2014
 
 
 
 
 
 
 
 
 
 
 
AVISTA CORPORATION
 
 
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
Washington
1-3701
91-0462470
(State of other jurisdiction of
incorporation)
(Commission
file number)
(I.R.S. 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
Web site: http://www.avistacorp.com
 
 

 
(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))








Section 5 – Corporate Governance and Management

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2014 Annual Meeting of Shareholders of Avista Corp. was held on May 8, 2014. Five proposals were submitted to shareholders as disclosed in Avista Corp.'s Definitive Proxy Statement filed on March 28, 2014, four of which were approved. There were 60,129,338 shares of common stock issued and outstanding as of March 7, 2014, the proxy record date, with 53,897,547 shares represented at said meeting. The proposals and the results of the voting are as follows:

Proposal 1: Election of nine directors, for one-year terms expiring in 2015.

Director
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
Erik J. Anderson
 
43,673,973
 
449,268
 
168,132
 
9,606,174
Kristianne Blake
 
43,580,090
 
557,174
 
154,109
 
9,606,174
Donald C. Burke
 
43,856,347
 
273,910
 
161,116
 
9,606,174
John. F. Kelly
 
43,461,378
 
666,638
 
163,357
 
9,606,174
Rebecca A. Klein
 
43,857,974
 
278,633
 
154,766
 
9,606,174
Scott L. Morris
 
43,048,361
 
1,095,405
 
147,607
 
9,606,174
Marc F. Racicot
 
43,730,049
 
394,511
 
166,813
 
9,606,174
Heidi B. Stanley
 
43,841,857
 
291,951
 
157,565
 
9,606,174
R. John Taylor
 
43,456,247
 
669,409
 
165,717
 
9,606,174

All directors were elected for one-year terms expiring as of the date of the 2015 Annual Meeting of Shareholders as 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 2014.

For
 
Against
 
Abstain
 
Broker
Non-Votes
53,050,743
 
658,975
 
187,829
 
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: Reapproval of the material terms of the performance goals that relate to the payment of performance awards granted under the Company’s Long-Term Incentive Plan.

For
 
Against
 
Abstain
 
Broker
Non-Votes
42,507,526
 
1,480,654
 
303,193
 
9,606,174

This proposal 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: Amendment of the Company's Restated Articles of Incorporation (Articles) to reduce certain shareholder approval requirements. This proposal would have reduced the voting requirements for certain amendments to the Articles and transactions with an “Interested Shareholder” (as defined in the Articles) to the holders of the majority of the outstanding shares of common stock (from the current 80 percent requirement contained in the Articles).

For
 
Against
 
Abstain
 
Broker
Non-Votes
42,564,557
 
1,401,410
 
325,406
 
9,606,174

This proposal was not approved as it did not receive the affirmative vote of the holders of 80 percent of the issued and outstanding shares of Avista Corp. common stock. Abstentions and broker non-votes had the same effect as negative votes.

Proposal 5: Advisory (non-binding) vote on executive compensation.
For
 
Against
 
Abstain
 
Broker
Non-Votes
41,706,579
 
1,884,831
 
699,963
 
9,606,174

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, 2014
/s/    Marian M. Durkin
 
 
Marian M. Durkin
 
 
Senior Vice President, General Counsel
 
 
and Chief Compliance Officer