DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

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Confidential, for Use of the Commission Only

(as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

AVISTA CORPORATION

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LOGO

SHAREHOLDER LETTER

LOGO

March 28, 2023

Dear Fellow Shareholder:

Avista’s 2023 Annual Meeting will be held at 8:15 a.m. Pacific Time on Thursday, May 11, 2023. This year’s Annual Meeting of Shareholders will once again be held in a virtual format only. You will not be able to attend the Annual Meeting in person.

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You will be able to participate in the Annual Meeting, vote, and submit your questions and comments during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/AVA2023.

Whether or not you plan to participate in the Annual Meeting, we urge you to vote and submit your proxy prior to the Annual Meeting by mail, telephone or through the internet as soon as possible, following the instructions printed on your proxy card and/or proxy notice.

As we reflect on 2022, it was another notable year. We have seen the highest inflation in decades and a rapid rise in interest rates and operating costs. During Avista’s Annual Meeting, I look forward to providing an update on Avista’s progress and performance over the past year and highlighting the strategic steps we’re taking to prepare for the future.

The Proxy Statement accompanies the 2022 Annual Report to Shareholders (the “Annual Report”), which contains information about the Company’s performance, including our audited financial statements.

As you’ll see in our Annual Report, this year’s theme of “Relentless Energy” characterizes how we approach every aspect of our business. Time after time, when put to the test, the diligence and determination our employees consistently demonstrate allows Avista to persevere and succeed through challenging times.

This relentless energy drives us forward to deliver on our commitment to all our stakeholders, including you, our valued shareholders.

Thank you for your continued interest in and support of Avista.

Sincerely,

LOGO

Dennis P. Vermillion

President & Chief Executive Officer

LOGO

1411 E. Mission Ave.

Spokane, Washington 99202

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Avista’s Annual Meeting will be held virtually by live webcast on Thursday, May 11, 2023 at 8:15 a.m. Pacific Time. The purposes of the meeting are to:

(1)

elect eleven directors identified in the accompanying proxy statement to serve until the 2024 Annual Meeting of Shareholders;

(2)

ratify the appointment of Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, Ltd., and their respective affiliates (collectively, “Deloitte”) as the Company’s independent registered public accounting firm for 2023;

(3)

hold an advisory (non-binding) vote on executive compensation;

(4)

hold an advisory (non-binding) vote on the frequency of advisory votes on executive compensation; and

(5)

transact other business that may come before the meeting or any adjournment or postponement thereof.

Shareholders of record may participate in the Annual Meeting by logging in at www.virtualshareholdermeeting.com/AVA2023. Please see page 65 of the proxy statement for additional information regarding participation in the Annual Meeting.

Your vote is very important to us. You can be sure your shares are represented at the meeting if you are a shareholder of record by promptly voting over the internet or by telephone or by returning your completed proxy card in the pre-addressed, postage-paid return envelope (which will be provided to those shareholders who request to receive paper copies of these materials by mail), or, if your shares are held through an account with a brokerage firm, bank or other nominee, by returning your completed voting instruction card to your broker or nominee. The proxy is solicited by the Board of Directors of Avista Corp.

We cordially invite you to attend the meeting.

By Order of the Board,

LOGO

Gregory C. Hesler

Senior Vice President, General Counsel, Corporate Secretary and Chief Ethics/Compliance Officer

Spokane, Washington

March 28, 2023

THIS PROXY STATEMENT AND THE 2022 ANNUAL REPORT ARE AVAILABLE ON THE

INTERNET AT HTTP://PROXYVOTE.COM

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:

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Via the Internet

Go to www.proxyvote.com and follow the instructions

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By Mail

Mark, sign, date and return your proxy card in the postage-paid envelope

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By Telephone

Call 1-800-690-6903

Virtual Live Webcast

www.virtualshareholdermeeting.

com/AVA2023 to vote during
the virtual annual meeting

Important Information About Avista’s Virtual Annual Meeting

Avista Corporation’s (“Avista” or the “Company”) 2023 Annual Meeting of Shareholders (the “Annual Meeting”) will be held virtually, by live webcast. Shareholders of record at the close of business on March 10, 2023, are entitled to participate in the meeting and participants will be able to ask questions, make comments and vote on the matters brought before the meeting. Below are some frequently asked questions regarding our Annual Meeting.

How can I view and participate in the Annual Meeting? To participate, visit www.virtualshareholdermeeting.com/AVA2023 and log in with your 16-digit control number included in your proxy materials.

When can I join the virtual Annual Meeting? You may begin to log in to the meeting platform beginning at 7:45 a.m. Pacific Time on May 11, 2023. The meeting begins at 8:15 a.m. Pacific Time on May 11, 2023.

How can I ask questions and vote? We encourage you to submit your questions and vote in advance by visiting www.proxyvote.com. Shareholders may also vote and submit questions virtually during the meeting (subject to time restrictions). During the meeting, questions can only be submitted in the question box provided in the virtual meeting webcast. To participate in the meeting webcast visit www.virtualshareholdermeeting.com/AVA2023.

What if I lost my 16-digit control number? You will be able to log in as a guest. To view the meeting webcast visit www.virtualshareholdermeeting.com/AVA2023 and register as a guest. If you log in as a guest, you will not be able to vote your shares or ask questions during the meeting.

What if I experience technical difficulties? Please call (844) 986-0822 (US) or 1 (412) 317-5419 (international) for assistance.

Where can I find additional information? For additional information about how to attend the Annual Meeting, please see “Additional Information” starting on page 65.

A recording of the Annual Meeting will be posted as soon as practical at https://investor.avistacorp.com along with answers to a representative set of any shareholder questions received before and during the Annual Meeting not answered due to time constraints. We also encourage you to read our Annual Report on Form 10-K available at www.proxyvote.com.

Your vote is important to us! Please vote today at www.proxyvote.com.

Table of Contents


Proxy Summary			1

Governance Highlights			1

Compensation Highlights			3

Proposal 1: Election of Directors			4

Corporate Governance Matters			18

Director Compensation			26

Audit Committee Report			28

Proposal 2: Ratification of Appointment of Deloitte as Independent Registered Public Accounting Firm for 2023			30

Compensation Discussion and Analysis (“CD&A”)			33

Executive Compensation Tables			48


Proposal 3: Advisory Vote on Executive Compensation			60

Proposal 4: Advisory Vote on Frequency of Advisory Votes on Executive Compensation			61

Security Ownership of Certain Beneficial Owners and Management			62

Section 16 (a) Beneficial Ownership Reporting Compliance			64

Annual Report and Financial Statements			64

Householding			64

Other Business			64

Additional Information			65

2024 Annual Meeting Information			68

PROXY SUMMARY

Proxy Summary

Governance Highlights

Our Company is committed to maintaining the highest standards of corporate governance. Strong corporate governance practices help us achieve our performance goals and maintain the trust and confidence of our investors, employees, customers, regulatory agencies and other stakeholders. Our corporate governance practices are described in more detail starting on page 18 and in our Corporate Governance Guidelines, which can be found in the Corporate Governance section of our website at https://investor.avistacorp.com/corporate-governance.

DIRECTOR INDEPENDENCE

• The President/Chief Executive Officer (“CEO”) is the only non-independent director.

• During 2022, the Board committees (except the Executive Committee and the Finance Committee) were composed exclusively of independent directors.

• The Board is committed to board refreshment. Our Board added five new members in the past five years, five of whom are independent.

BOARD LEADERSHIP

• The positions of Chairman and CEO are separated.

• The Company has an independent Vice Chair, selected by the Board.

• The Vice Chair, in collaboration with the Chairman, helps facilitate and ensure there is open and effective communication between the Board, the Chairman and management. The Vice Chair’s specific duties are set forth starting on page 19.

INDEPENDENT DIRECTOR EXECUTIVE SESSIONS



• The independent directors regularly meet in executive sessions without management.


		2023 PROXY STATEMENT		1

PROXY SUMMARY

BOARD OVERSIGHT OF RISK MANAGEMENT

• The Board and its committees consider enterprise risk in connection with all Company operations including, but not limited to, utility regulatory, operating, climate change, cyber and technology, strategic, external mandates, financial, energy commodity and compliance risks.

• The Board reviews Avista’s systematic approach to identifying, assessing and managing risks faced by the Company.

STOCK OWNERSHIP REQUIREMENTS

• Independent directors are expected to achieve a minimum investment of five times the minimum equity portion of their retainer in Company common stock and are expected to retain at least that level of investment during their tenure on the Board.

• Directors and officers are prohibited from engaging in short sales, pledging, or hedging the economic interest in their Company shares.

• The stock ownership policy for the Company’s executive officers requires executive officers to own shares based on their highest position and salary:

• Chief Executive Officer — 5 times salary

• President — 4 times salary

• Executive Vice President (“EVP”) and Senior Vice Presidents (“SVP”) — 2.5 times salary

• Vice Presidents (“VP”) — 1 times salary

BOARD PRACTICES

• The Board regularly assesses its performance through Board, committee and individual director evaluations.

• Continuing director education is provided during regular Board and committee meetings, including education by outside experts, and by supporting attendance at outside programs.

• Directors may not stand for election after age 72.

• The Governance and Corporate Responsibility Committee (“Governance Committee”) leads the full Board in considering Board competencies and refreshment in light of Company strategy.

• The Board adopted a policy that provides the Board will include candidates with a diversity of ethnicity, race, gender, age, sexual orientation and/or gender identity in the pool for possible Board members.

ACCOUNTABILITY

• The Board proactively adopted Proxy Access for director nominees.

• All directors stand for election annually.

• In uncontested elections, directors must be elected by a majority of votes cast.

Environmental, Social and Governance (“ESG”): Building Trust and Accountability

The Company understands its commitment to sustainability, stewardship and corporate citizenship is important, not only to our shareholders, but to our communities and other constituencies. For over 130 years, these commitments have guided us in what we do. We have long been committed to conducting our business in ways that are principled, transparent and accountable, and we recognize the importance of ESG disclosure as a means of making our commitments more transparent. For these reasons, the Board’s Governance Committee caused the Company to pursue an initiative for enhanced ESG disclosure grounded in the Company’s


2

PROXY SUMMARY

commitments to the environment, its employees, its customers and the communities we serve, as well as ethical governance. Information about the Company’s commitments is available on our website at https://investor.avistacorp.com/corporate-responsibility/our-commitment. Material on our website, including information regarding our corporate responsibility commitments and related ESG reports and metrics, is not part of nor intended to be incorporated into this Proxy Statement.

Compensation Highlights — 2022

In 2022, the Compensation and Organization Committee (“Compensation Committee”) established performance goals for the Company based on input from the CEO and aligned the short-term and long-term incentive plans with those goals. Our incentive arrangements allow us to focus on maintaining an attractive financial profile while creating long-term value for shareholders and customers.

As summarized below, the compensation earned by our Named Executive Officers (“NEOs”) in 2022 reflects our corporate performance for the fiscal year.

Our Customer

Satisfaction Rating

97% LOGO

Exceeded Target

Payout Metric in 2022

Our Consolidated

Earnings Per Share

165% LOGO

Exceeded Target

Payout Metric in 2022

Our Total

Shareholder Return

112.5% LOGO

For 2022 Awards

Our CEO’s

pay was

61% LOGO

Linked to Share Value

In 2022

HIGHLIGHTS


		The Compensation Committee approved base salary adjustments ranging from 2.6% to 10.0% for our NEOs based on market comparisons, its assessment of individual performance and other factors as discussed in more detail below in the Compensation Discussion and Analysis, beginning on page 33.

		In early 2023, our NEOs received a payout for one-third of their restricted stock units (“RSUs”) granted in each of 2020, 2021 and 2022, along with the associated dividend equivalents. These RSUs are time-based, and one-third vest each year over a three-year period.

		Consistent with our pay for performance philosophy, performance shares related to Cumulative Earnings Per Share (“CEPS”) granted in 2020 for the 2020-2022 performance period and the associated dividend equivalents were forfeited with no payout because the result was below threshold performance requirements.


		Our Consolidated Earnings Per Share performance exceeded target resulting in a 165% payout for this metric. The Customer Satisfaction, Reliability, and Average Response Time metrics also performed above target, although the Cost Per Customer metric was below threshold, resulting in a total annual cash incentive payment of 113.5% of target.

		Our Total Shareholder Return (“TSR”) exceeded target performance, which resulted in a final payment of 112.5% of the performance shares related to TSR granted in 2020 for the 2020-2022 performance period and the associated dividend equivalents.

		Our CEO’s pay is 28 times higher than our median employee’s pay.


		2023 PROXY STATEMENT		3

PROPOSAL 1: ELECTION OF DIRECTORS

Proposal 1: Election of Directors



What are you voting on?		Shareholders are being asked to elect director nominees for a one-year term. This section includes information about the Board of Directors and each director nominee.

SEC Form DEF 14A filed by Avista Corporation