2024 PROXY

OF ANNUAL

STATEMENT

MEETING OF

AND NOTICE

SHAREHOLDERS

SHAREHOLDER LETTER

March 20, 2024

Dear Fellow Shareholder:

Avista's 2024 Annual Meeting will be held at 9:00 a.m. Pacific Time on Wednesday, May 1, 2024. 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.

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/AVA2024.

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 you read this, Avista marks 135 years of service. I look forward to providing an update during the Annual Meeting on Avista's progress and performance in the past year and highlighting the strategic steps we've taken to build on our historic foundation of clean hydropower to prepare for the future.

This Proxy Statement accompanies the 2023 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 is "Staying Power". Throughout our 135-year history, we've supported our communities by providing the safe and reliable energy they count on to improve their lives and run their businesses.

Our staying power positions us to adapt to change, persist through challenges, and deliver on our commitments to our customers, our communities, and to you - our valued shareholders.

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

Sincerely,

Dennis P. Vermillion

Chief Executive Officer

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 Wednesday, May 1, 2024 at 9:00 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 2025 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 2024;
  3. hold an advisory (non-binding) vote on executive compensation;
  4. 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/AVA2024. Please refer to the Additional Information for guidance 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,

Gregory C. Hesler

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

Spokane, Washington

March 20, 2024

THIS PROXY STATEMENT AND THE 2023 ANNUAL REPORT ARE AVAILABLE ON THE

INTERNET AT HTTP://PROXYVOTE.COM

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

Via the Internet

By Mail

By Telephone

Virtual Live Webcast

Go to www.proxyvote.com and

Mark, sign, date and return

Call 1-800-690-6903

www.virtualshareholdermeeting.

follow the instructions

your proxy card in the postage-

com/AVA2024 to vote during

paid envelope

the virtual annual meeting

Important Information About Avista's Virtual Annual Meeting

Avista Corporation's ("Avista" or the "Company") 2024 Annual Meeting of Shareholders (the "Annual Meeting") will be held virtually by live webcast. Shareholders of record at the close of business on March 1, 2024, 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/AVA2024 and log in with the 16-digitcontrol 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 8:45 a.m. Pacific Time on May 1, 2024. The meeting begins at 9:00 a.m. Pacific Time on May 1, 2024.

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/AVA2024.

What if I lost my 16-digitcontrol number? You will be able to log in as a guest. To view the meeting webcast visit www.virtualshareholdermeeting.com/AVA2024 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 refer to the Additional Information section.

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

13

Director Compensation

21

Audit Committee Report

23

Proposal 2: Ratification of Appointment of

Deloitte as Independent Registered Public

Accounting Firm for 2024

25

Compensation Discussion and Analysis

("CD&A")

28

Executive Compensation Tables

45

Proposal 3: Advisory Vote on Executive

Compensation

58

Security Ownership of Certain Beneficial

Owners and Management

59

Section 16 (a) Beneficial Ownership

Reporting Compliance

62

Annual Report and Financial Statements

62

Householding

62

Other Business

62

Additional Information

63

2025 Annual Meeting Information

66

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 in Corporate Governance Matters in this proxy statement 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 Chief Executive Officer ("CEO") is the only non-independent director.
  • During 2023, the Board committees (except the Executive Committee) were composed exclusively of independent directors.
  • The Board is committed to board refreshment. Our Board added four new members in the past five years, all of whom are independent.
  • The independent directors regularly meet in executive sessions without management.

Board Diversity

Board Age

Board Independence

Board Tenure

1

5

45%

6

6

5

60.7YR

91%

7

8.8YR

DIVERSE

AVERAGE

INDEPENDENT

AVERAGE

4

AGE

TENURE

10

<60 years old

<5 years

60+ years old

5+ years

BOARD LEADERSHIP

• The positions of Chairman and CEO are separated.

• The Vice Chair, in collaboration with the Chairman,

• The Company has an independent Vice Chair, appointed

helps facilitate and ensure there is open and effective

communication between the Board, the Chairman and

by the Board.

management. The Vice Chair's specific duties are set

forth in Corporate Governance Matters.

100%

High Integrity

A Commitment to the Long-Term Interests

A Commitment to Sustainability

of our Shareholders

Knowledge of Corporate Governance

Strong Business Judgment

All director

Requirements and Practices

A Proven Record of Success

nominees exhibit:

Leadership Experience

Innovative Thinking

2024 PROXY STATEMENT

1

PROXY SUMMARY

BOARD OVERSIGHT OF RISK MANAGEMENT

• The Board and its committees consider enterprise risk in

• The Board reviews Avista's systematic approach to

connection with all Company operations including, but

identifying, assessing and managing risks faced by the

not limited to, utility regulatory, operational, climate

Company.

change, cybersecurity, technology, strategic, external

mandates, financial, energy commodity and compliance

risks.

STOCK OWNERSHIP REQUIREMENTS

• Independent directors are expected to achieve a

• The stock ownership policy for the Company's

minimum investment of five times the minimum

executive officers requires executive officers to own

equity portion of their retainer in Company common

shares based on their highest position and salary:

stock and are expected to retain at least that level of

• Chief Executive Officer - 5 times salary

investment during their tenure on the Board.

• President - 4 times salary

• Directors and officers are prohibited from engaging in

• Executive Vice President ("EVP") and Senior Vice

short sales, pledging, or hedging the economic

Presidents ("SVP") - 2.5 times salary

interest in their Company shares.

• Vice Presidents ("VP") - 1 times salary

BOARD PRACTICES

  • The Board regularly assesses its performance through Board, committee, committee chair, 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

• In uncontested elections, directors must be elected by

director nominees.

a majority of votes cast.

•

All directors stand for election annually.

Shareholder Engagement

The Company has a history of engaging with our shareholders, supporting our belief in the importance of the governance process and of incorporating a meaningful understanding of shareholder perspectives on corporate governance, executive compensation, and other issues that are important to them. These discussions help to inform our Board's approach to governance, compensation and oversight of corporate responsibility initiatives. Our Office of the Corporate Secretary coordinates shareholder engagement with Investor Relations and provides a summary of all relevant feedback to the Board. In 2023, the Company reached out to shareholders representing more than 60 percent of shares outstanding. In addition, Investor Relations meets with our shareholders throughout the year, frequently along with our CFO and CEO.

2

PROXY SUMMARY

Corporate Responsibility: 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. Accordingly, we have produced a Corporate Responsibility Report covering the Company's commitments to the environment, its employees, its customers and the communities we serve, as well as ethical governance. This report is available on our website at https://investor.avistacorp.com/corporate-responsibility/our-commitment. Material on our website, including but not limited to this report and related reports and metrics, is neither part of nor intended to be incorporated into this Proxy Statement.

Compensation Highlights - 2023

In 2023, 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 2023 reflects our corporate performance for the fiscal year.

Our Cumulative

Our Total

Our Annual

Earnings Per Share

Shareholder Return

Our CEO's

Cash Incentive

Performance Shares

Performance Shares

pay was

25%

53%

72.5%

60%

2023 Payout

2023 Payout

2023 Payout

Linked to Share Value

In 2023

HIGHLIGHTS

The Compensation Committee approved base salary adjustments ranging from 4% to 27% for our NEOs based on market comparisons, its assessment of individual performance and other factors as discussed in more detail in the Compensation Discussion and Analysis.

In early 2024, our NEOs received a payout for one-thirdof their restricted stock units ("RSUs") granted in each of 2021, 2022 and 2023, along with the associated dividend equivalents. These RSUs are time-based, and one-third vest each year over a three- year period.

Our Cumulative Earnings Per Share ("CEPS") exceeded our three-yearCEPS threshold, which resulted in payment of 53% of the performance shares ("PSUs") related to CEPS granted in 2021 for the 2021-2023performance period and the associated dividend equivalents.

Customer Satisfaction, Reliability, Average Response Time, and EID Scorecard metrics performed at or above target for our Short-Term Incentive Plan. Our Consolidated Earnings Per Share performance and Cost Per Customer metrics both landed below threshold, resulting in a total annual cash incentive payment of 25% of target.

Our Total Shareholder Return ("TSR") exceeded our TSR threshold, which resulted in a final payment of

72.5% of the performance shares ("PSUs") related

to TSR granted in 2021 for the 2021-2023 performance period and the associated dividend equivalents.

Our CEO compensation strongly aligns with our

shareholder interests: 60% in long-termincentive equity, 20% in annual cash incentive, and 20% base salary.

Our CEO's pay is 27 times higher than our median

employee's pay.

2024 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.

Voting Recommendation: The Board of Directors unanimously recommends a vote FOR each of the nominees for director and urges beneficial owners, if they are not the record holders, to instruct their brokers or other nominees to vote for each director.

Director Selection Process

The Board is elected by the shareholders to oversee their interests in the long-term overall success of the Company's business and its financial strength. Our directors have diverse backgrounds and experience and represent a broad spectrum of viewpoints.

The Board has a robust and effective director nomination and evaluation process. The Board has delegated to the Governance Committee the responsibility for reviewing and recommending to the Board nominees for director. The Governance Committee annually reviews with the Board the composition of the Board as a whole and recommends, if necessary, steps to be taken so the Board reflects the appropriate balance of knowledge, experience, competencies and expertise, all in the context of an assessment of the needs of the Board and the Company at the time. In evaluating a director candidate, the Governance Committee considers the knowledge, experience, integrity, business acumen and judgment of that candidate; the potential contribution of that candidate to the diversity of backgrounds, experience and competencies the Board desires to have represented; the willingness of that candidate to consider strategic proposals; and any other criteria established by the Board, as well as any core competencies or technical expertise necessary to staff the Board Committees.

For longer-serving directors, the Governance Committee also considers the tenure of a director and whether the duration of service impairs such director's independence from management, as demonstrated by the director's relationship with management and the director's participation in Board and committee deliberations. Directors must be able to commit the requisite time for preparation and attendance at regularly scheduled Board and committee meetings, as well as be able to participate in other matters necessary to ensure good corporate governance is practiced.

The Board is committed to actively seeking out highly qualified candidates and including such individuals in each Board candidate pool, including candidates with a diversity of experience, skills, background, and viewpoint, as well as diversity in race, ethnicity, gender, age, sexual orientation and/or gender identity.

The Board considers the appropriate size of the Board and the needs of the Company with respect to the particular talents and experience of its directors. In evaluating individual director candidates, the Board takes into consideration the criteria set forth in the Company's Corporate Governance Guidelines (available on the Company's website at https://investor.avistacorp.com/corporate- governance), including, but not limited to:

  • The qualifications, knowledge, competencies, abilities and executive leadership experience of nominees, as well as work experience at the executive leadership level in his/her field of expertise;
  • Familiarity with the energy/utility industry;
  • Recognition by other leaders as a person of integrity and outstanding professional competence with a proven record of accomplishments;
  • Experience in a regulatory arena;
  • Knowledge of the business of, and/or facilities for, the generation, purchase, transmission and/or distribution of electric energy and/or the purchase, storage and/or distribution of natural gas;
  • Attributes enhancing the diversity and perspective of the Board; and
  • Knowledge of the customers, community and employee base.

4

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Disclaimer

Avista Corporation published this content on 22 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 March 2024 17:20:07 UTC.