Avista (AVA) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 8, 2025, with shareholders able to vote and ask questions online.

• Key proposals include electing eleven directors, ratifying Deloitte as auditor, amending the long-term incentive plan, and an advisory vote on executive compensation.

• The company emphasizes its mission of enabling vibrant communities through energy, a commitment to sustainability, and financial strength.

Voting matters and shareholder proposals

• Shareholders will vote on electing eleven directors for one-year terms, ratifying Deloitte as auditor for 2025, approving amendments to the long-term incentive plan (LTIP), and a non-binding say-on-pay vote.

• The Board recommends voting FOR all proposals.

• Shareholders can submit director nominations and proposals for the 2026 meeting by specified deadlines.

Board of directors and corporate governance

• Ten of eleven director nominees are independent; the CEO is the only non-independent director.

• The Board is committed to diversity, refreshment, and strong governance, with 36% of directors added in the last five years.

• The roles of Chair and CEO are separated, and the Board has an independent Vice Chair.

• Board committees are composed entirely of independent directors (except the Executive Committee).

• Directors are elected annually by majority vote in uncontested elections.

• Director compensation is targeted at the median of the peer group, with a mix of cash and stock; annual retainer increased to $235,000 in 2024.

• Stock ownership guidelines require directors to hold at least five times the minimum equity portion of their retainer.