DEF 14A

DEF 14A 1 d223085ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Filed by a Party other than the Registrant ☐

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☐		Soliciting Material Pursuant to § 240.14a-12

Avangrid, Inc.

(Name of Registrant as Specified in Its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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LOGO

Notice of 2021 Annual Meeting Shareholders


Virtual Meeting Site:		June 1, 2021
www.virtualshareholdermeeting.com/AGR2021		8:30 a.m. Eastern Time

The Notice of Meeting, Proxy Statement, and 2020 Annual Report on Form 10-K

are available free of charge at www.avangrid.com.

Items of Business

To elect 14 director nominees to our board of directors;

To ratify the selection of KPMG LLP as our Independent Registered Public Accounting Firm for the year ending December 31, 2021;

To approve, on an advisory basis, named executive officer compensation;

To approve an amendment to the Avangrid, Inc. Amended and Restated Omnibus Incentive Plan; and

To transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof.

Record Date

April 5, 2021

Date These Proxy Materials Are First Being Made Available

April 16, 2021

Sincerely,

R. Scott Mahoney

Senior Vice President – General Counsel and Corporate Secretary

Orange, Connecticut

April 16, 2021

Table of Contents


Notice of Annual Meeting of Shareholders			i

Proxy Statement Summary			1

Directors			10

Director Nomination Process			11

Director Qualifications and Experience			12

Your Board’s Nominees for Director			13

Director Compensation			21

Corporate Governance			22

Governance and Sustainability System			23

Board Leadership Structure			23

The Controlled Company Exemption			23

Director Independence			24

Board Meetings and Committees			24

Committees Composition			25

Audit and Compliance Committee			26

Compensation, Nominating and Corporate Governance Committee			26

Executive Committee			28

Unaffiliated Committee			28

Executive Sessions			28

Annual Board Assessment			29

Risk Management Oversight			30

Shareholder Engagement			31

Code of Business Conduct and Ethics			32

Compensation, Nominating and Corporate Governance Committee Interlocks and Insider Participation			32

Review, Approval or Ratification of Transactions with Related Persons			32

Certain Relationships and Related Party Transactions			33

Executive Compensation			40

Compensation, Nominating and Corporate Governance Committee Report			41

Compensation Discussion and Analysis			41

Compensation and Risk			55


Stock Ownership and Retention Guidelines			55

Clawback Policy			55

No Excise Tax Gross-up Provisions			55

Prohibition Against Hedging, Pledging and Similar Transactions			55

Summary Compensation Table			56

Grants of Plan-Based Awards			57

Summary of Employment Agreements			58

Summary of Equity Incentive Plans			63

Outstanding Equity Awards at Fiscal Year-End			65

Stock Vested			66

Pension Benefits			66

Nonqualified Deferred Compensation			68

Potential Payments upon Termination or Change in Control			70

CEO Pay Ratio			72

Proposals			73

Proposal One – Election of Directors			74

Proposal Two – Ratification of the Selection of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2021			75

Proposal Three – Advisory Approval of Our Named Executive Officer Compensation			77

Proposal Four – Amendment of the Avangrid, Inc. Amended and Restated Omnibus Incentive Plan			78

Other Information			88

Report of the Audit and Compliance Committee			89

Security Ownership of Certain Beneficial Owners and Management			90

Delinquent Section 16(a) Report			91

Date for Submission of Proposals by Shareholders			91

General Information			91

Annex A – Non-GAAP Financial Measures			A-1

Annex B – Amended and Restated Avangrid, Inc. Omnibus Incentive Plan			B-1

Proxy Statement Summary

This summary highlights the proposals to be acted upon, as well as corporate governance and compensation information described in more detail in this proxy statement for our 2021 annual meeting of shareholders (the “Annual Meeting”). In addition, this summary provides a brief description of our purpose and values and sustainability achievements during 2020. In this proxy statement the terms “AVANGRID,” “company,” “we,” and “our” refer to Avangrid, Inc.

2021 Proxy Statement

Proxy Statement Summary (continued)

Matters to be Voted on at our Annual Meeting


		More Information	Board Vote Recommendation	Vote Required for Approval

Proposal One	Election of Directors	Page 74	FOR each director	Nominees receiving majority of votes cast

Proposal Two	Ratification of the selection of KPMG LLP (“KPMG”) as our Independent Registered Public Accounting Firm for 2021	Page 75	FOR	Majority of votes cast

Proposal Three	Advisory Vote to Approve Named Executive Officer Compensation	Page 77	FOR	Majority of votes cast

Proposal Four	Amendment of the Avangrid, Inc. Amended and Restated Omnibus Incentive Plan	Page 78	FOR	Majority of votes cast

How to Vote

You may vote online prior to the meeting by visiting www.proxyvote.com and entering the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card, or, if you requested printed copies of the proxy materials, by phone or by mail. You may also vote during the Annual Meeting by visiting www.virtualshareholdermeeting.com/AGR2021, entering the control number, and following the instructions. For more detailed information, see the section entitled “General Information” beginning on page 91.

LOGO

2021 Proxy Statement

Proxy Statement Summary (continued)

Attending our Annual Meeting

We are pleased to welcome shareholders to the 2021 Annual Meeting at 8:30 a.m. Eastern Time on June 1, 2021. Due to the COVID-19 pandemic, the Annual Meeting will be held in a virtual format only to provide a safe experience for our shareholders and employees.

To attend, vote, and submit questions during the Annual Meeting, please visit www.virtualshareholdermeeting.com/AGR2021 and enter the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card. Online access to the webcast will open approximately 15 minutes prior to the start of the Annual Meeting.

Even if you plan on attending the Annual Meeting, we encourage you to vote your shares in advance online, or if you requested printed copies of the proxy materials, by phone or by mail, to ensure that your vote will be represented at the Annual Meeting. For more detailed information, see the section entitled “General Information” beginning on page 91 of this Proxy Statement.

We are closely monitoring developments related to COVID-19 and there is a possibility that we may reconsider the date, time, method and/or location of our annual meeting, including by changing the format of our meeting to allow attendance and participation in person. If we determine it appropriate to make such changes to our annual meeting logistics, we will announce the decision to do so in advance.

2021 Proxy Statement

Proxy Statement Summary (continued)

Director Nominees

SEC Form DEF 14A filed by Avangrid, Inc.