Avista (AVA) Proxy filing summary

Voting matters and shareholder proposals

• Election of eleven directors, with each nominee recommended for approval by the board.

• Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026.

• Advisory (non-binding) vote on executive compensation.

• Proposal to amend the Restated Articles of Incorporation to lower the shareholder approval threshold for certain matters from 80% to a majority of outstanding shares.

• Proxies have discretionary authority to transact other business at the meeting or any adjournment.

Board of directors and corporate governance

• Eleven director nominees are presented for election, including Julie A. Bentz, Donald C. Burke, Kevin B. Jacobsen, Rebecca A. Klein, Sena M. Kwawu, Scott H. Maw, Scott L. Morris, Jeffry L. Philipps, Heather L. Rosentrater, Heidi B. Stanley, and Janet D. Widmann.

Executive compensation and say-on-pay

• Shareholders are asked to cast a non-binding advisory vote on executive compensation.