Edgar Filing: AVISTA CORP

Broker
Non-Votes

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.

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.

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).

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.

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