UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(Dd)

OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

~~Date of Report (Date of earliest event reported):~~ September 1626, 2024

Date of Report (Date of earliest event reported)

Avangrid, Inc.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

New York	001-37660	14-1798693
(State or other jurisdiction of incorporation)	(CommissionFile No.)	(IRS EmployerIdentification No.)
(State or Other Jurisdiction of Incorporation)	(CommissionFile Number)	(IRS Employer Identification No.)

180 Marsh Hill Road Orange, Connecticut (Address of principal executive offices) 06477 (Zip Code)

180 Marsh Hill Road

Orange, Connecticut

06477

(Address of Principal Executive Offices)

(Zip Code)

(207) 629-1190

(Registrant’s telephone number, including area code)

~~NOT~~Not ~~APPLICABLE~~Applicable

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class TradingSymbol(s) Name of each ~~exchange~~exchangeon on which registered Common Stock AGR New York Stock Exchange

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).

Emerging growth company ☐

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 15.0107. ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

On September 1626, 2024, Avangrid, Inc. (~~the~~ “~~Corporation~~Avangrid”) ~~entered~~or ~~into an intra-group green loan agreement with Iberdrola Financiación, S.A.U., a wholly-owned subsidiary of Iberdrola, S.A. (~~the “~~Lender~~Company”), ~~which~~held ~~owns~~its ~~approximately~~2024 ~~81.6%~~annual meeting of the ~~issued~~shareholders ~~and outstanding shares~~ of ~~common~~Avangrid ~~stock of the Corporation~~ (the “~~Loan~~Annual ~~Agreement~~Meeting”). ~~The~~On ~~Loan~~August 20, ~~Agreement~~2024, ~~provides~~Avangrid filed with the ~~Corporation~~Securities ~~with~~and anExchange ~~unsecured~~Commission ~~loan~~a indefinitive anproxy ~~aggregate~~statement ~~principal~~(as ~~amount~~supplemented ofto ~~$600~~date,~~000,000~~ (the “~~Loan~~Proxy Statement”), ~~which~~and ~~shall~~related bematerials ~~made~~pertaining ~~available~~ to the ~~Corporation~~Annual inMeeting, ~~one~~which ordescribe ~~more~~in ~~disbursements~~detail on the ~~date~~proposals ~~that~~submitted isto onshareholders orat ~~before~~the ~~October 14,~~Annual ~~2024~~Meeting. ~~(such~~As ~~date,~~of the ~~“Closing~~close ~~Date”).~~of ~~The~~business ~~proceeds~~on ofAugust 19, 2024, the ~~Loan~~record ~~will~~date ~~be used~~ for the ~~financing~~Annual ~~and/or~~Meeting, ~~refinancing~~387,010,149 inshares ~~whole~~of orAvangrid incommon ~~part,~~stock ~~Eligible~~were ~~Green~~issued ~~Projects~~and ~~(as~~outstanding ~~defined~~and inentitled ~~the~~to ~~Loan~~vote ~~Agreement)~~at ~~for~~ the ~~Corporation~~Annual inMeeting. ~~accordance~~379,407,276 ~~with~~shares ~~prescribed~~of ~~eligibility~~Avangrid ~~criteria~~common ~~set~~stock ~~out~~were represented in ~~the~~person ~~Iberdrola,~~or ~~S.A.~~by ~~framework~~proxy ~~for~~at ~~green~~the ~~financing~~Annual Meeting and, ~~the~~therefore, ~~Corporation’s~~a ~~framework~~quorum ~~for~~was ~~green financing~~present.

The ~~Loan~~number bears interest at a rate per annum equal to 5.057% and interest is payable in arrears in six-month periods continuing until the date that is ten years from the Closing Date. The Corporation is required to repay the Loan in full upon a change of ~~control~~votes ofcast ~~the~~for ~~Corporation.~~or ~~In addition~~against, ~~upon~~as ~~three~~well ~~business~~as ~~days’~~abstentions ~~notice to the Lender, the Corporation may voluntarily repay the Loan~~ and ~~any~~broker ~~accrued and unpaid interest, in whole or in part; provided, that if such pre~~non-~~payment~~votes due to the Corporation’s identification of other financing options the Corporation and the Lender shall negotiate in good faith to enter into an amendment of the applicable Loan Agreement. In the event that no agreements have been reached for such amendment of the applicable Loan Agreement prior to the expiration of the offer period of such other possible financing options, the Corporation shall also pay Break Costs (asif ~~defined in the Loan Agreement~~any)., ~~The~~with ~~Loan~~respect ~~Agreement~~to ~~contains~~each ~~certain~~proposal ~~customary~~are ~~affirmative~~set ~~and~~out ~~negative covenants and events of default~~below.

~~The~~Proposal ~~description~~One: ~~above~~A isproposal ~~only~~to aapprove ~~summary~~the adoption of the ~~material~~Agreement ~~provisions~~and Plan of Merger, dated as of May 17, 2024 (the ~~Loan~~“Merger Agreement”), by and ~~does~~among ~~not~~Iberdrola, ~~purport~~S.A. to(“Iberdrola”), beArizona ~~complete~~Merger Sub, Inc. (“Merger Sub”) and isAvangrid. ~~qualified~~The inMerger ~~its~~Agreement ~~entirety~~provides bythat, ~~reference~~upon the terms and subject to the ~~provisions~~satisfaction inor ~~such~~waiver ~~agreements~~of the conditions set forth therein, ~~copies~~Merger Sub will merge with and into Avangrid, with Avangrid continuing as the surviving corporation and a wholly owned subsidiary of ~~which~~Iberdrola. ~~will~~Proposal beOne ~~filed~~requires bythe affirmative vote of: (1) the ~~Corporation~~holders asof ana ~~exhibit~~majority toof 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 ~~quarterly~~subsidiaries, ~~report~~and ontheir ~~Form~~controlled ~~10-Q~~affiliates ~~for~~(“Vote 2”), and (3) the ~~quarterly~~holders ~~period~~of ~~ended~~a ~~September 30~~majority of all outstanding shares of Avangrid common stock other than Iberdrola, ~~2024~~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”).

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.


	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
Vote 1	355,824,448	4,032,162	14,640,342	4,910,324
Vote 2	40,165,091	4,032,162	14,640,342	4,910,324
Vote 3	39,995,667	4,032,162	14,640,342	4,910,324

~~The~~Proposal ~~information~~Two: ~~set~~A ~~forth~~proposal into ~~Item~~elect ~~1.01~~the following nominees to Avangrid’s board of ~~this~~directors ~~Current~~to ~~Report~~serve onuntil ~~Form~~the ~~8-K~~2025 isannual ~~incorporated~~meeting byof ~~reference~~the inshareholders ~~this~~and ~~Item~~until 2their successors are duly elected and qualified.~~03.~~


NOMINEE	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
Ignacio S. Galán	369,662,525	4,834,427	0	4,910,324
John Baldacci	370,486,287	4,010,674	0	4,910,324
Daniel Alcain Lopéz	370,947,638	3,549,314	0	4,910,324
Pedro Azagra Blázquez	372,388,746	2,108,206	0	4,910,324
María Fátima Báñez García	370,051,675	4,445,277	0	4,910,324
Agustín Delgado Martín	370,896,499	3,600,453	0	4,910,324
Robert Duffy	370,484,468	4,012,484	0	4,910,324
Teresa Herbert	370,540,212	3,956,740	0	4,910,324
Patricia Jacobs	368,218,416	6,278,536	0	4,910,324
John Lahey	365,105,804	9,391,148	0	4,910,324
Santiago Martínez Garrido	370,946,924	3,550,028	0	4,910,324
José Sáinz Armada	360,370,503	14,126,449	0	4,910,324
Alan Solomont	369,752,745	4,744,207	0	4,910,324
Camille Joseph Varlack	370,481,754	4,015,198	0	4,910,324

~~SIGNATURES~~Proposal Three: A proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.

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.

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

376,693,369

460,990

2,252,917

~~AVANGRID,~~Proposal ~~INC. By~~Four: ~~/s/~~A ~~Justin~~non-binding ~~Lagasse~~advisory ~~Name:~~proposal ~~Justin~~to ~~Lagasse~~approve ~~Title:~~the ~~Senior~~compensation ~~Vice~~of ~~President~~Avangrid’s –named ~~Chief~~executive ~~Financial~~officers. ~~Officer and Controller~~

Dated: September 19, 2024

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

365,258,638

7,183,135

2,055,179

4,910,324

3Proposal Five: A proposal to adjourn the Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement.

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

369,203,672

3,290,481

2,002,799

4,910,324

Based on the foregoing votes, Ignacio S. Galán, John Baldacci, Daniel Alcain Lopéz, Pedro Azagra Blázquez, María Fátima Báñez García, Agustín Delgado Martín, Robert Duffy, Teresa Herbert, Patricia Jacobs, John Lahey, Santiago Martínez Garrido, José Sáinz Armada, Alan Solomont and Camille Joseph Varlack were elected as directors, and Proposals One, Three, Four and Five were approved. Adjournment of the Annual Meeting was deemed not necessary or appropriate and therefore the Annual Meeting was not adjourned to another date.

SIGNATURE

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.

Date: September 26, 2024

AVANGRID, INC.

/s/ R. Scott Mahoney

R. Scott Mahoney

Senior Vice President – General Counsel and Corporate Secretary

Filing Compare · Avangrid, Inc.