AVISTA CORP (AVA)
Sector: Utilities
2026 Annual Meeting Analysis
AVISTA CORP · Meeting: May 14, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
4-year tenure, no overboarding, no attendance issues, and the 3-year TSR underperformance gap of -37.0pp does not exceed the 50pp threshold required for her low-positive TSR tier under the XLU fallback benchmark.
14-year tenure with strong qualifications including CPA background and Audit Committee Financial Expert designation; the -37.0pp gap versus XLU does not meet the 50pp trigger threshold, and no overboarding or attendance concerns are present.
3-year tenure means the TSR trigger applies proportionally at most; as former CFO of a major public company he brings strong financial expertise, and the -37.0pp gap does not exceed the 50pp threshold.
16-year tenure, deep energy regulatory expertise; the -37.0pp underperformance gap does not cross the 50pp trigger threshold under the XLU fallback, and no other policy flags are present.
5-year tenure with strong operational and financial background; the -37.0pp gap versus XLU does not meet the 50pp threshold needed to trigger a negative vote.
9-year tenure, serves as Compensation Committee Chair and also as Board Chair at Chipotle Mexican Grill — that is two outside board seats for a non-executive director, well below the four-seat overboarding threshold; the -37.0pp gap does not exceed the 50pp trigger.
19-year tenure as former CEO now serving as non-executive Chair; his outside board service (Lead Director at California Water Service, board member at McKinstry) does not reach four seats; the -37.0pp TSR gap does not cross the 50pp threshold.
6-year tenure with relevant leadership, accounting, and finance experience; the -37.0pp underperformance gap versus XLU does not trigger the 50pp threshold, and no other flags apply.
CEO director with only 1 year of tenure, which is under the 24-month exemption period for the TSR underperformance trigger, so she is exempt from the TSR screen entirely; no other policy flags apply.
20-year tenure with strong financial and business experience; the -37.0pp gap versus XLU does not exceed the 50pp threshold required for the low-positive TSR tier, and no overboarding or attendance concerns are noted.
12-year tenure as Governance Committee Chair with deep executive and healthcare leadership experience; the -37.0pp TSR gap does not cross the 50pp threshold, and no other policy flags are triggered.
All 11 director nominees receive a FOR vote. Avista's 3-year stock return of +14.1% puts it in the low-positive TSR tier (0–20%), requiring a gap of at least 50 percentage points below the XLU sector ETF benchmark to trigger a negative vote; the actual gap is -37.0pp, which falls short of that threshold. CEO Rosentrater has only 1 year of tenure and is exempt from the TSR screen. No directors are overboarded, no attendance problems are disclosed, no non-independent directors sit on audit or compensation committees, and no familial relationships with senior management are identified.
Say on Pay
✓ FORCEO
H. L. Rosentrater
Total Comp
$4,773,308
Prior Support
96.48%%
The CEO's total reported compensation of $4,773,308 is elevated relative to a typical utility CEO at a $3.4B company, but a significant portion reflects the pension value change ($419,238) and a large stock award ($2,653,743) that accompanied her promotion from COO to CEO effective January 1, 2025 — the company explicitly notes the increase was to align her pay with the market median for a CEO role after a 55% base salary adjustment. The pay mix is sound: 62% of target pay is in long-term equity and 19% in annual cash incentive, meaning 81% is variable or performance-linked and well above the 50–60% policy minimum. Pay-for-performance alignment is further supported by the fact that TSR performance shares paid out at 0% (stock return was below threshold) and earnings-based performance shares paid at only 40% of target, demonstrating that the incentive plan is working as intended to reduce payouts when performance lags. Prior-year shareholder support was an overwhelming 96.48%, and no structural concerns with the plan design are identified.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$2,158,675
Non-Audit Fees
$14,131
Non-audit fees (audit-related fees of $10,000 plus all other fees of $4,131 = $14,131) represent less than 1% of audit fees of $2,158,675, which is well below the 50% threshold that would raise independence concerns. Deloitte's tenure is not explicitly disclosed in years, so the tenure trigger cannot fire per policy. Avista is a $3.4B market-cap company and Deloitte is a Big 4 firm, which is fully appropriate for a company of this size and complexity. No material financial restatements are disclosed.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Amendment of Restated Articles of Incorporation to Reduce Certain Shareholder Approval Requirements
This is a board-proposed charter amendment that would lower the shareholder approval threshold for certain matters from 80% of all outstanding shares to a simple majority of outstanding shares. Reducing supermajority vote requirements is a mainstream pro-shareholder governance improvement: supermajority thresholds make it very difficult for ordinary shareholders to effect change because they require a large share of all outstanding shares — not just those who vote — to approve a measure, which entrenches the status quo. Moving to a simple majority standard gives shareholders a more meaningful voice. Under our policy, governance structural improvements that reduce entrenchment should generally be supported, and this proposal clearly moves in the right direction.
Overall Assessment
Avista's 2026 annual meeting ballot contains four proposals: election of 11 directors (all recommended FOR, as TSR underperformance does not reach the policy trigger threshold), ratification of Deloitte as auditor (FOR, with negligible non-audit fees), an advisory vote on executive compensation (FOR, with strong pay-for-performance alignment demonstrated by zero TSR payout and 40% earnings payout), and a board-proposed charter amendment to eliminate an 80% supermajority vote requirement in favor of a simple majority (FOR, a clear pro-shareholder governance improvement). No stockholder-submitted proposals appear on the ballot.