Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On September 26, 2024, Avangrid, Inc. (“Avangrid” or the “Company”) held its 2024 annual meeting of the shareholders of Avangrid (the “Annual Meeting”). On August 20, 2024, Avangrid filed with the Securities and Exchange Commission a definitive proxy statement (as supplemented to date, the “Proxy Statement”) and related materials pertaining to the Annual Meeting, which describe in detail the proposals submitted to shareholders at the Annual Meeting. As of the close of business on August 19, 2024, the record date for the Annual Meeting, 387,010,149 shares of Avangrid common stock were issued and outstanding and entitled to vote at the Annual Meeting. 379,407,276 shares of Avangrid common stock were represented in person or by proxy at the Annual Meeting and, therefore, a quorum was present.
The number of votes cast for or against, as well as abstentions and broker non-votes (if any), with respect to each proposal are set out below.
Proposal One: A proposal to approve the adoption of the Agreement and Plan of Merger, dated as of May 17, 2024 (the “Merger Agreement”), by and among Iberdrola, S.A. (“Iberdrola”), Arizona Merger Sub, Inc. (“Merger Sub”) and Avangrid. The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into Avangrid, with Avangrid continuing as the surviving corporation and a wholly owned subsidiary of Iberdrola. Proposal One requires the affirmative vote of: (1) the holders of a majority of all outstanding shares of Avangrid common stock (“Vote 1”), (2) the holders of a majority of all outstanding shares of Avangrid common stock held by Avangrid’s shareholders other than Iberdrola, its subsidiaries, and their controlled affiliates (“Vote 2”), and (3) the holders of a majority of all outstanding shares of Avangrid common stock other than Iberdrola, Merger Sub, their affiliates, any members of the board of Avangrid who are employed by Iberdrola or its affiliates, any officer of Avangrid and any family members, affiliates or associates of the foregoing (“Vote 3”).
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FOR |
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AGAINST |
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ABSTAIN |
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BROKER NON-VOTES |
Vote 1 |
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355,824,448 |
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4,032,162 |
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14,640,342 |
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4,910,324 |
Vote 2 |
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40,165,091 |
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4,032,162 |
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14,640,342 |
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4,910,324 |
Vote 3 |
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39,995,667 |
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4,032,162 |
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14,640,342 |
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4,910,324 |
Proposal Two: A proposal to elect the following nominees to Avangrid’s board of directors to serve until the 2025 annual meeting of the shareholders and until their successors are duly elected and qualified.
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NOMINEE |
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FOR |
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AGAINST |
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ABSTAIN |
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BROKER NON-VOTES |
Ignacio S. Galán |
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369,662,525 |
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4,834,427 |
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0 |
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4,910,324 |
John Baldacci |
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370,486,287 |
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4,010,674 |
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0 |
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4,910,324 |
Daniel Alcain Lopéz |
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370,947,638 |
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3,549,314 |
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0 |
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4,910,324 |
Pedro Azagra Blázquez |
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372,388,746 |
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2,108,206 |
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0 |
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4,910,324 |
María Fátima Báñez García |
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370,051,675 |
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4,445,277 |
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0 |
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4,910,324 |
Agustín Delgado Martín |
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370,896,499 |
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3,600,453 |
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0 |
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4,910,324 |
Robert Duffy |
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370,484,468 |
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4,012,484 |
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0 |
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4,910,324 |
Teresa Herbert |
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370,540,212 |
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3,956,740 |
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0 |
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4,910,324 |
Patricia Jacobs |
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368,218,416 |
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6,278,536 |
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0 |
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4,910,324 |
John Lahey |
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365,105,804 |
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9,391,148 |
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0 |
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4,910,324 |
Santiago Martínez Garrido |
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370,946,924 |
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3,550,028 |
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0 |
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4,910,324 |
José Sáinz Armada |
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360,370,503 |
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14,126,449 |
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0 |
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4,910,324 |
Alan Solomont |
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369,752,745 |
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4,744,207 |
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0 |
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4,910,324 |
Camille Joseph Varlack |
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370,481,754 |
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4,015,198 |
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0 |
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4,910,324
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