🧾 What This Document Is

This is Avista Corporation's DEF 14A, also known as a Proxy Statement. Its purpose is to give shareholders the information they need to vote on key company decisions before the Annual Meeting. Think of it as an instruction manual and ballot for the company's owners.

The 2026 Annual Meeting is a virtual-only event on Thursday, May 14, 2026, at 8:00 a.m. Pacific Time. Shareholders can log in, ask questions, and vote at www.virtualshareholdermeeting.com/AVA2026.

🏢 What The Company Does

👉 In simple terms, Avista is a utility company. It generates, transmits, and distributes electricity and natural gas. It serves customers in eastern Washington, northern Idaho, and parts of Oregon and Montana. It's been operating for 136 years.

As a regulated utility, its prices and operations are overseen by public utility commissions. Its performance is tied to reliable service, managing energy costs, and investing in infrastructure for a cleaner energy future.

💰 Compensation Highlights (Pay for Performance)

This section explains how the top executives were paid in 2025 based on the company's performance.

Annual Cash Incentive: Executives earned 114% of their target bonus. This was based on meeting goals for utility earnings, operating costs, customer satisfaction, and reliability.
Long-Term Incentive (Performance Shares):
- Cumulative Earnings Per Share (CEPS): Performance hit the minimum goal, resulting in a 40% payout for the 2023-2025 period.
- Total Shareholder Return (TSR): Performance was below the minimum goal, so there was a 0% payout for the 2023-2025 period. This means the stock's return compared poorly against peer companies.
CEO Pay Mix: The CEO's compensation is heavily weighted toward the company's long-term health: 62% in long-term equity, 19% in annual bonus, and 19% base salary.
Pay Ratio: The CEO's total compensation was 23 times higher than the median pay of all Avista employees.

🚀 Proposal 1: Electing the Board of Directors

Shareholders are asked to elect 11 directors for one-year terms. The Board provides oversight and strategic direction.

Who They Are: The nominees include the CEO, Heather Rosentrater, and 10 independent directors with backgrounds in finance, energy regulation, technology, and executive leadership.
Board Diversity: The board includes 36% women and 9% ethnically/racially diverse members.
Key Skills: The board is strong in Leadership (11/11), Regulatory & Risk (11/11), and Business Innovation (11/11), with solid experience in Finance (8/11) and Technology (6/11).

🤝 Other Proposals for a Vote

Shareholders will also vote on three other items:

Proposal 2: Ratify the Auditor. Appoint Deloitte & Touche LLP as the independent accounting firm for 2026. This is a routine annual vote.
Proposal 3: Advisory Vote on Executive Compensation. This is a "say-on-pay" vote where shareholders give a non-binding opinion on the company's executive pay philosophy and amounts.
Proposal 4: Amend Corporate Articles. This proposal seeks to reduce the shareholder approval threshold for certain major matters (like mergers or large asset sales) from 80% to a simple majority of shares outstanding. This makes it easier for shareholders to approve major deals.

👥 Board & Governance

Avista highlights its strong governance practices, which are designed to keep the board independent and focused on shareholder interests.

Leadership Structure: The Chair (Scott L. Morris) and CEO (Heather L. Rosentrater) roles are separated. An independent Vice Chair (Donald C. Burke) ensures strong independent oversight.
Independence: 91% of the board is independent. Only the CEO is an employee-director.
Risk Oversight: The Board actively oversees major risks, including utility regulation, cybersecurity, climate change, financial health, and compliance.
Stock Ownership: Directors and executives are required to own significant company stock, aligning their interests with shareholders. They are also prohibited from short sales or hedging their Avista shares.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:
- Stable, Regulated Business: Provides essential services with predictable, government-approved revenue streams.
- Strong Governance: Independent board, clear separation of Chair/CEO, and robust shareholder engagement.
- Performance-Linked Pay: Executive compensation is tightly tied to measurable company goals.
⚠️ Risks:
- Regulatory Risk: Its profits are heavily dependent on decisions from utility commissions.
- Capital-Intensive: Requires huge, ongoing investments in power plants, pipes, and wires, which can be costly.
- Climate & Operational Risk: Faces threats from wildfires, storms, and the need to transition to cleaner energy sources, which involves complex planning and expense.

🧠 The Analogy

Think of Avista Corporation like a carefully managed municipal waterworks. It’s an essential, long-standing service. The Board of Directors is like the city council and oversight committee—they don't run the pipes day-to-day (that's the CEO and management), but they set the rules, hire the auditor, and ensure the system is reliable, fairly priced, and built to last for the future. This proxy statement is the annual report card and ballot for the citizens (shareholders) on how the overseers are doing their job.

📇 Key Contacts & People

Heather L. Rosentrater: President & Chief Executive Officer
Donald C. Burke: Vice Chair of the Board (Independent)
Scott L. Morris: Chair of the Board (Independent)
Investor Relations: https://investor.avistacorp.com/
Corporate Secretary: (Point of contact for shareholder communications)
Virtual Meeting Assistance: (844) 986-0822 (US) or 1 (412) 317-5419 (international)

🧩 Final Takeaway

This proxy statement reveals a traditional utility in a transition period, led by a new CEO. The key takeaways for shareholders are to approve the experienced board, endorse the pay-for-performance system, and consider a significant governance change (Proposal 4) that would make major corporate decisions easier to approve. The company's future depends on navigating heavy investment needs and regulatory challenges while maintaining its long legacy of reliability.

AVISTA CORP — DEF 14A Filing