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- Current report filing (8-K)

Date : 05/14/2012 @ 4:41PM
Source : Edgar (US Regulatory)
Stock : Avista Corp. (AVA)
Quote : 32.19  -0.27 (-0.83%) @ 12:30PM
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- Current report filing (8-K)

 

 

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 10, 2012

 

 

AVISTA CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Washington   1-3701   91-0462470

(State or 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 2012 Annual Meeting of Shareholders of Avista Corporation (Avista Corp. or the Company) was held on May 10, 2012. Five proposals were submitted to shareholders as disclosed in Avista Corp.’s Definitive Proxy Statement filed on March 30, 2012 four of which were approved. There were 58,627,915 shares of common stock issued and outstanding as of March 9, 2012, the proxy record date, with 52,774,389 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 in 2013.

 

Director

   For      Against      Abstain      Broker
Non-votes
 

Erik J. Anderson

     44,853,505         619,077         410,992         6,890,815   

Kristianne Blake

     44,910,885         658,504         314,185         6,890,815   

Donald C. Burke

     44,951,427         504,765         427,382         6,890,815   

Rick R. Holley

     44,954,060         502,307         427,207         6,890,815   

John. F. Kelly

     44,138,696         1,459,142         285,736         6,890,815   

Rebecca A. Klein

     44,253,534         1,341,507         288,533         6,890,815   

Scott L. Morris

     44,564,846         1,084,803         233,925         6,890,815   

Michael L. Noël

     44,128,425         1,354,480         400,669         6,890,815   

Marc F. Racicot

     44,904,250         594,949         384,375         6,890,815   

Heidi B. Stanley

     45,054,977         495,530         333,067         6,890,815   

R. John Taylor

     43,984,073         1,503,529         395,972         6,890,815   

All directors were elected for one-year terms expiring as of the date of the 2013 Annual Meeting of Shareholders as the number of votes cast “for” 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 2012.

 

For

   Against      Abstain      Broker
Non-votes
 

51,833,011

     714,202         227,176         N/A   

This proposal was approved as the number of votes cast “for” exceeded the number of votes “against.”

Proposal 3: Amendment of the Company’s Restated Articles of Incorporation (Articles) to reduce certain shareholder approval requirements. This proposal was separated into two specific proposals according to the current standard required for approval.

Proposal 3A: This proposal would reduce the voting requirements to the holders of the majority of the outstanding shares of common stock (from the current 2/3 requirement) for transactions such as the creation of a new class of stock and the disposition of assets (including mergers).

 

For

   Against      Abstain      Broker
Non-votes
 

43,713,535

     1,862,716         307,323         6,890,815   

Proposal 3A was approved as it received the affirmative vote of the holders of 2/3 of the issued and outstanding shares of Avista Corp. common stock.

Proposal 3B: This proposal would reduce the voting requirements to the holders of the majority of the outstanding shares of common stock (from the current 80 percent requirement contained in the Articles) for certain amendments to the Articles and transactions with an “Interested Shareholder” (as defined in the Articles).

 

For

   Against      Abstain      Broker
Non-votes
 

43,752,928

     1,840,915         289,731         6,890,815   

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.


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

 

For

   Against      Abstain      Broker
Non-votes
 

41,892,245

     2,481,154         1,510,175         6,890,815   

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 14, 2012      

/s/ Marian M. Durkin

      Marian M. Durkin
     

Senior Vice President, General Counsel

and Chief Compliance Officer

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