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, 2017
 
 
 
 
 
 
 
 
 
 
 
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 2017 Annual Meeting of Shareholders of Avista Corp. was held on May 11, 2017. Five proposals were submitted to shareholders as disclosed in Avista Corp.'s Definitive Proxy Statement filed on March 31, 2017, four of which were approved. There were 64,384,248 shares of common stock issued and outstanding as of March 10, 2017, the proxy record date, with 58,697,248 shares represented at said meeting. The proposals and the results of the voting are as follows:

Proposal 1: Election of ten directors, for one-year terms expiring at the 2018 Annual Meeting of Shareholders, and until their successors are elected.

Director
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
Erik J. Anderson
 
49,369,211
 
419,915
 
216,030
 
8,692,092
Kristianne Blake
 
49,107,624
 
732,709
 
164,823
 
8,692,092
Donald C. Burke
 
49,494,887
 
285,278
 
224,991
 
8,692,092
Rebecca A. Klein
 
49,524,207
 
299,147
 
181,802
 
8,692,092
Scott H. Maw
 
49,478,216
 
326,361
 
200,579
 
8,692,092
Scott L. Morris
 
48,645,857
 
1,181,171
 
178,128
 
8,692,092
Marc F. Racicot
 
49,383,485
 
423,786
 
197,885
 
8,692,092
Heidi B. Stanley
 
49,467,695
 
366,966
 
170,495
 
8,692,092
R. John Taylor
 
45,917,907
 
3,862,199
 
225,050
 
8,692,092
Janet D. Widmann
 
49,493,493
 
342,293
 
169,370
 
8,692,092

All directors were elected for one-year terms expiring as of the date of the 2018 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: 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
48,554,819
 
1,152,726
 
297,611
 
8,692,092

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 3: Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2017.

For
 
Against
 
Abstain
 
Broker
Non-Votes
57,589,730
 
875,436
 
232,082
 
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 4: Advisory (non-binding) vote on executive compensation.
For
 
Against
 
Abstain
 
Broker
Non-Votes
47,988,493
 
1,593,111
 
423,552
 
8,692,092

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 5: Advisory (non-binding) vote on the frequency of advisory votes on executive compensation, recommending whether advisory votes should occur every one, two or three years.
1 Year
 
2 Years
 
3 Years
 
Abstain
36,402,278
 
610,098
 
12,627,075
 
365,705

The 1 year frequency of advisory (non-binding) votes on executive compensation was approved as the number of votes cast for "1 Year" exceeded the number of votes cast for "2 Years" and "3 Years." Abstentions 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 17, 2017
/s/    Marian M. Durkin       
 
 
Marian M. Durkin
 
 
Senior Vice President, General Counsel,
 
 
Corporate Secretary and Chief Compliance Officer




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