Avista (AVA) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 14, 2026, with shareholders able to vote and ask questions online.

• Key proposals include electing eleven directors, ratifying Deloitte as auditor, an advisory vote on executive compensation, and amending the Articles to reduce certain shareholder approval thresholds.

• The company emphasizes strong corporate governance, board refreshment, and a commitment to sustainability and stakeholder engagement.

Voting matters and shareholder proposals

• Shareholders will vote on electing eleven directors for one-year terms, ratifying Deloitte as auditor for 2026, an advisory say-on-pay vote, and amending the Articles to lower the approval threshold for certain actions from 80% to a majority.

• The board unanimously recommends voting in favor of all proposals.

• The amendment to the Articles has been previously supported by a majority but not the required 80% and is being resubmitted.

Board of directors and corporate governance

• Ten of eleven director nominees are independent; the board is diverse in gender, ethnicity, and experience.

• The roles of Chair and CEO are separated, with an independent Vice Chair.

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

• The board conducts annual evaluations, has a director retirement age of 75, and maintains robust orientation and education programs.

• Proxy access is available for shareholders meeting certain criteria.