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
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Filed by a party other than the Registrant ☐
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| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Avangrid, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
180 Marsh Hill Road
Orange, Connecticut 06477
Supplement to the Proxy Statement Dated August 20, 2024 for the Annual Meeting of Shareholders of Avangrid, Inc. to be held on September 26, 2024
Dear Shareholders:
On August 20, 2024, Avangrid, Inc. (“Avangrid”, “we” or “our”) filed a definitive proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission (the “SEC”), which was distributed in connection with the 2024 Annual Meeting of Shareholders of Avangrid (“Annual Meeting”) to be held on September 26, 2024.
On September 12, 2024, Institutional Shareholder Services (“ISS”) published its recommendations regarding the matters to be voted on at our Annual Meeting. ISS has recommended voting in favor of all of the proposals, including the proposal (the “Merger Proposal”) to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of May 17, 2024, by and among Iberdrola, S.A., a corporation organized under the laws of Spain (“Parent”), Arizona Merger Sub, Inc., a New York corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Avangrid, except for a recommendation to vote against the election of Mr. Jose Sáinz Armada to our Board of Directors. We respectfully disagree with the recommendation of ISS to vote against the election of Mr. Jose Sáinz Armada to our Board of Directors. As described in the Proxy Statement, our Board of Directors believes that Mr. Jose Sáinz Armada has the skills, qualities, attributes and experience necessary to serve on our Board of Directors including, among other qualifications, financial and accounting expertise and experience in corporate strategy, risk management, and strategic planning of complex organizations from his service as a senior executive at a large international public company.
On September 11, 2024, Glass Lewis (“GL”) published its proxy paper with its recommendations regarding the matters to be voted on at our Annual Meeting. GL has recommended voting in favor of all of the proposals, including the Merger Proposal, except for a recommendation to vote against the election of Mr. John Lahey to our Board of Directors. We respectfully disagree with the recommendation of GL to vote against the election of Mr. John Lahey to our Board of Directors. As described in the Proxy Statement, our Board of Directors believes that Mr. John Lahey has the independence, skills, qualities, attributes, and experience necessary to serve on our Board Directors, including, among other qualifications, executive leadership, strategic decision-making, communications, government regulatory, and financial experience through his service on other public company boards.
Our Board of Directors continues to unanimously recommend that our shareholders vote “FOR” all of the proposals at the Annual Meeting, including the Merger Proposal and the proposal to elect the nominees to the Board of Directors.
If any shareholder would like to change a previously-voted proxy vote on this or any other matter, please refer to the disclosure in the Proxy Statement under “Questions and Answers About the Annual Meeting and the Merger—Can I change my vote after I have delivered my proxy” for information on how to do so.
On September 16, 2024, we issued the press release attached as Annex A hereto.
Annex A
| FOR IMMEDIATE RELEASE |
|
ISS and Glass Lewis Both Recommend a Vote “FOR” the Merger of Iberdrola and Avangrid
September 16, 2024
ORANGE, Conn. — (BUSINESS WIRE) —Today Avangrid, Inc. (NYSE: AGR) (“Avangrid” or the “Company”), a leading sustainable energy company, and a member of the group of companies controlled by Iberdrola, S.A. (“Iberdrola”), announced that Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co. LLC (“Glass Lewis”), two leading independent proxy firms, have both recommended that Avangrid shareholders vote “FOR” the adoption of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 17, 2024, by and among Iberdrola, S.A., a corporation organized under the laws of Spain (“Iberdrola”), Arizona Merger Sub, Inc., a New York corporation and wholly-owned subsidiary of Iberdrola (“Merger Sub”), and Avangrid (the “Merger Agreement Proposal”). 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 (the “Merger”), with Avangrid continuing as the surviving corporation and a wholly-owned subsidiary of Iberdrola.
“We are appreciative of the proxy advisory firms’ votes of confidence in the proposed Merger,” said Pedro Azagra, Avangrid CEO. “We urge all of Avangrid’s shareholders to follow the recommendations of these independent authorities and the Avangrid Board of Directors by voting “FOR” the Merger Agreement Proposal, as a failure to vote is the equivalent of a vote against the Merger Agreement Proposal.”
Both ISS and Glass Lewis considered the following key factors in making their recommendations:1
| • | That the Merger proposal presents an incremental market premium to investors; |
| • | that the Avangrid Board of Director’s (the “Board”) delegation of authority with respect to consideration of all aspects of the proposal to its Unaffiliated Committee, comprised of independent directors not affiliated with Iberdrola, created appropriate governance mechanisms; |
| • | that a committee of independent and disinterested directors of the Board (the “Unaffiliated Committee”) evaluated the proposed Merger, with the assistance of its own independent legal and financial advisors, and the Unaffiliated Committee concluded that the proposed Merger as fully negotiated was fair to Avangrid’s unaffiliated shareholders; and |
| • | that the Company faces material capital investment requirements through 2030 (many of which are driven by regulatory mandate and therefore obligatory), which, on a stand-alone basis, would require Avangrid, beginning in 2025, to pursue near-term, dilutive equity issuances, capital rotations or partnerships, and/or a reduction in the Company’s current dividend. |
The recommendations follow recent action by the U.S. Federal Energy Regulatory Commission (“FERC”) approving Iberdrola’s acquisition of the remaining 18.4% of the issued and outstanding shares of common stock of Avangrid that it does not currently own. The consummation of the Merger remains subject to the satisfaction of other closing conditions, including receipt of the approval of the Maine Public Utilities Commission, the New York Public Service Commission and the Company Shareholder Approval (as defined below).
| 1 | Permission to use quotes neither sought nor obtained. |
On May 17 , 2024, the Board, acting on the unanimous recommendation of the Unaffiliated Committee that led the consideration of strategic alternatives and the negotiation of the terms of the Merger Agreement, unanimously approved the Merger Agreement, which is subject to a number of customary conditions, including affirmative votes of (1) the holders of a majority of all outstanding shares of common stock of Avangrid, (2) the holders of a majority of all outstanding shares of common stock held by Avangrid’s shareholders other than Iberdrola, its subsidiaries, and their controlled affiliates and (3) the holders of a majority of the outstanding shares of Avangrid common stock other than Iberdrola, Arizona Merger Sub, Inc., their affiliates, any members of the Board who are employed by Iberdrola or its affiliates, any officer of Avangrid and any family members, affiliates or associates of the foregoing (collectively, the “Company Shareholder Approval”).
The Board unanimously recommends that Avangrid shareholders vote “FOR” each of the proposals to be considered at the annual meeting, which will be held on Thursday, September 26, 2024, at 8:30 a.m. Eastern Time in Boston, Massachusetts. EVERY VOTE IS VERY IMPORTANT. Avangrid shareholders who have any questions concerning the Merger or the proxy statement or would like additional copies or need help voting their shares of Avangrid common stock, please contact Avangrid’s proxy solicitors:
For U.S. Holders of Avangrid common stock:
Okapi Partners LLC
1212 Avenue of the Americas, 17th Floor
New York, NY 10036, USA
Telephone for Banks, Brokers, and International Shareholders: (212) 297-0720
Shareholders may call toll-free (from the U.S. and Canada): (877) 279-2311
Email: [email protected]
For Non-U.S. Holders of Avangrid common stock:
Georgeson LLC
c/Orense 34, Edificio Norte, 8ª Planta, 28020
Madrid, Spain
Telephone for Banks, Brokers and Shareholders: (+44) 370 703 0282
About Avangrid
Avangrid (NYSE: AGR) aspires to be the leading sustainable energy company in the United States. Headquartered in Orange, CT with approximately $45 billion in assets and operations in 24 U.S. states, Avangrid has two primary lines of business: networks and renewables. Through its networks business, Avangrid owns and operates eight electric and natural gas utilities, serving more than 3.3 million customers in New York and New England. Through its renewables business, Avangrid owns and operates a portfolio of renewable energy generation facilities across the United States. Avangrid employs approximately 8,000 people and was recognized by JUST Capital as one of the JUST 100 companies – a ranking of America’s best corporate citizens – in 2024 for the fourth consecutive year. In 2024, Avangrid ranked first within the utility sector for its commitment to the environment. The company supports the U.N.’s Sustainable Development Goals and was named among the World’s Most Ethical Companies in 2024 for the sixth consecutive year by the Ethisphere Institute. Avangrid is a member of the group of companies controlled by Iberdrola. For more information, visit https://www.avangrid.com.
About Iberdrola
Iberdrola, Europe’s largest electricity utility by market capitalization and one of the world’s top three electricity companies, is a leader in renewables, spearheading the energy transition to a low carbon economy. The group supplies energy to almost 100 million people in dozens of countries. With a focus on renewable energy, smart networks and smart solutions for customers, Iberdrola’s main markets include Europe (Spain, the United Kingdom, Portugal, France, Germany, Italy and Greece), the United States, Brazil, Mexico and Australia.
The company has a workforce of over 42,200 and assets in excess of €150 billion. In 2023, Iberdrola posted revenues of nearly €50 billion, net profit of €4.8 billion, with nearly €9.3 billion paid in tax contributions in the countries where it operates. The company helps to support more than 500,000 jobs in communities across its supply chain, and global supplier purchases topped €18.1 billion in 2023. A benchmark in the fight against climate change, Iberdrola has invested more than €150 billion over the past two decades to help build a sustainable energy model, based on sound environmental, social and governance (ESG) principles.
Additional Information and Where to Find It
In connection with the proposed transaction, Avangrid has filed with the Securities and Exchange Commission (“SEC”) and has furnished to shareholders a proxy statement (the “Proxy Statement”) and Avangrid and Iberdrola have jointly filed a transaction statement on Schedule 13E-3 (the “Schedule 13E-3”). Avangrid or Iberdrola may also file other documents with the SEC regarding the proposed transaction. INVESTORS AND SHAREHOLDERS OF AVANGRID ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND THE SCHEDULE 13E-3 IN THEIR ENTIRETY AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Avangrid’s investors and shareholders may obtain free copy of the Proxy Statement and other documents free of charge on Avangrid’s website at www.avangrid.com. In addition, Avangrid’s investors and shareholders may obtain free copy of the Proxy Statement, the Schedule 13E-3 and other documents, once such documents are filed with the SEC (when available) from the SEC’s website at www.sec.gov.
Participants in the Solicitation
Avangrid and its directors, executive officers, other members of its management and employees may be deemed to be participants in the solicitation of proxies of Avangrid shareholders in connection with the proposed transaction under SEC rules. Investors and shareholders may obtain more detailed information regarding the names, affiliations and interests of Avangrid’s executive officers and directors in the solicitation by reading the Proxy Statement, Schedule 13E-3, the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as amended by the Form 10-K/A filed on April 26, 2024, and other relevant materials that will be filed with the SEC in connection with the proposed transaction when they become available. To the extent holdings of securities by potential participants (or the identity of such participants) have changed since the information printed in the Proxy Statement, such information has been or will be reflected on Avangrid’s Statements of Change in Ownership on Forms 3 and 4 filed with the SEC. Information concerning the interests of Avangrid’s participants in the solicitation, which may, in some cases, be different than those of the Avangrid’s shareholders generally, are set forth in the Proxy Statement.
Forward-Looking Statements
Certain statements in this report may relate to our future business and financial performance and future events or developments involving us and our subsidiaries that are not purely historical and may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terms such as “may,” “will,” “should,” “would,” “could,” “can,” “expect(s),” “believe(s),” “anticipate(s),” “intend(s),” “plan(s),” “estimate(s),” “project(s),” “assume(s),” “guide(s),” “target(s),” “forecast(s),” “are (is) confident that” and “seek(s)” or the negative of such terms or other variations on such terms or comparable terminology. These forward-looking statements generally include statements regarding the potential transaction between Avangrid and Iberdrola, including any statements regarding the expected timetable for completing the potential transaction, the ability to complete the potential transaction, the expected benefits of the potential transaction, projected financial information, future
opportunities, and any other statements regarding Avangrid’s future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance. Readers are cautioned that all forward-looking statements are based upon current reasonable beliefs, expectations and assumptions. Avangrid’s business, financial condition, cash flow, and operating results are influenced by many factors, which are often beyond its control, that can cause actual results to differ from those expressed or implied by the forward-looking statements. For a discussion of risk factors and other important factors affecting forward-looking statements, please see Avangrid’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q filings and the information filed on Avangrid’s Forms 8-K with the SEC as well as its subsequent SEC filings, and the risks and uncertainties related to the proposed transaction with Iberdrola, including, but not limited to: the expected timing and likelihood of completion of the proposed transaction, including the timing, receipt and terms and conditions of any required shareholder, governmental and regulatory approvals of the proposed transaction that could reduce the anticipated benefits of, or cause the parties to abandon, the transaction, risks that an event, change or other circumstance could give rise to the termination of the merger agreement, risks that competing offers or acquisition proposals for Avangrid could be made, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Avangrid to retain and hire key personnel and maintain relationships with its customers and suppliers, and on its operating results and businesses generally, and litigation or administrative proceedings that may arise in connection with the proposed transaction. Other unpredictable or unknown factors not discussed in this communication could also have material adverse effects on forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements. Avangrid does not undertake any obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this report, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Other risk factors are detailed from time to time in Avangrid’s reports filed with the SEC and we encourage you to consult such disclosures.
Contacts:
Analysts: Charlotte Ancel, [email protected], 203-997-7366
Media: Leo Rosales, [email protected], 518-419-2401