UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2022 annual meeting (the “Annual Meeting”) of the shareholders of Avangrid, Inc. (the “Corporation”) was held on July 20, 2022. The record date for the Annual Meeting was May 23, 2022, and as of the record date the Corporation had 386,736,774 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 380,925,915 shares of common stock were represented in person or by proxy.
The final results of voting on each of the matters submitted to a vote of security holders at the Annual Meeting are as follows:
Proposal 1 — Election of Directors. Each of the director nominees was elected to serve until the next annual meeting of shareholders, and until their successors are duly elected and qualified, by the votes set forth below:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Ignacio S. Galán |
368,442,545 | 4,105,295 | 0 | 8,378,075 | ||||||||||||
| John Baldacci |
371,020,319 | 1,527,521 | 0 | 8,378,075 | ||||||||||||
| Pedro Azagra Blázquez |
372,083,924 | 463,916 | 0 | 8,378,075 | ||||||||||||
| Daniel Alcain Lopez |
370,737,314 | 1,810,526 | 0 | 8,378,075 | ||||||||||||
| María Fátima Báñez García |
372,200,249 | 347,591 | 0 | 8,378,075 | ||||||||||||
| Robert Duffy |
372,136,826 | 411,014 | 0 | 8,378,075 | ||||||||||||
| Teresa Herbert |
372,149,192 | 398,648 | 0 | 8,378,075 | ||||||||||||
| Patricia Jacobs |
370,553,888 | 1,993,952 | 0 | 8,378,075 | ||||||||||||
| John Lahey |
363,261,218 | 9,286,622 | 0 | 8,378,075 | ||||||||||||
| José Ángel Marra Rodríquez |
370,728,208 | 1,819,632 | 0 | 8,378,075 | ||||||||||||
| Santiago Martínez Garrido |
370,713,582 | 1,834,258 | 0 | 8,378,075 | ||||||||||||
| José Sáinz Armada |
362,407,450 | 10,140,390 | 0 | 8,378,075 | ||||||||||||
| Alan Solomont |
371,828,660 | 719,180 | 0 | 8,378,075 | ||||||||||||
| Camille Joseph Varlack |
372,201,108 | 346,732 | 0 | 8,378,075 | ||||||||||||
Proposal 2 — Ratification of Independent Auditors. The selection of KPMG LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2022, was ratified, by the votes set forth below:
| For | Against | Abstain | Broker Non-Votes | |||
| 380,427,331 | 379,389 | 119,195 | — |
Proposal 3 — Advisory Vote on Executive Compensation. The compensation of the Corporation’s named executive officers was approved, on a non-binding, advisory basis, by the votes set forth below:
| For | Against | Abstain | Broker Non-Votes | |||
| 364,021,843 | 4,895,902 | 3,630,095 | 8,378,075 |
Proposal 4 — Advisory Vote on Frequency of Say on Pay Votes. The frequency of the say on pay votes preferred by shareholders was approved, on a non-binding, advisory basis, by the votes set forth below:
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||
| 371,539,131 | 121,725 | 194,942 | 692,042 | 8,378,075 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AVANGRID, INC. | ||
| By: | /s/ R. Scott Mahoney | |
| Name: | R. Scott Mahoney | |
| Title: | Senior Vice President – General Counsel & Corporate Secretary | |
Dated: July 20, 2022