Form DEFM14A - Definitive proxy statement relating to merger or acquisition

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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

Filed by the Registrant

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Filed by a party other than the Registrant

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Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule

14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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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)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and

0-11.

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Proxy Statement 2024

Letter to Shareholders

AVANGRID, INC.

180 Marsh Hill Road

Orange, Connecticut 06477

August 20, 2024

Dear Shareholders:

You are cordially invited to attend the 2024 annual meeting (such meeting, including any adjournments or postponements thereof, the “Annual Meeting”) of shareholders of Avangrid, Inc., a New York corporation (“Avangrid” or the “Company”). The Annual Meeting will be held at 8:30 a.m. Eastern Time on September 26, 2024 in Boston, Massachusetts. Please be sure to follow instructions found in the accompanying proxy statement (the “Proxy Statement”) and the accompanying notice of the Annual Meeting (the “Notice of Annual Meeting”). Details regarding the business to be conducted at the Annual Meeting are described in the accompanying Proxy Statement and the Notice of Annual Meeting.

At the Annual Meeting, you will be asked to consider and vote upon the following proposals:

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 (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 Parent;

to elect 14 director nominees to Avangrid’s Board of Directors (the “Director Election Proposal”);

to ratify the selection of KPMG LLP as Avangrid’s Independent Registered Public Accounting Firm for the year ending December 31, 2024 (the “Accounting Firm Ratification Proposal”);

to approve, on an advisory basis, named executive officers compensation (the “Compensation Proposal”);

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Proxy Statement 2024

Letter to Shareholders

to consider and vote on any proposal to adjourn the Annual Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Annual Meeting (the “Adjournment Proposal”); and

to transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

If the Merger is completed, at the time at which the Merger becomes effective (the “Effective Time”), as a result of the Merger, each share of common stock of Avangrid (“Avangrid Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares of Avangrid Common Stock owned by Parent, Merger Sub or any other direct or indirect wholly-owned subsidiary of Parent and shares of Avangrid Common Stock owned by Avangrid or any direct or indirect wholly-owned subsidiary of Avangrid, and in each case not held on behalf of third parties) will be converted into the right to receive $35.75 per share of Avangrid Common Stock in cash (the “Per Share Merger Consideration”), without interest, as more fully described in the accompanying Proxy Statement. The $35.75 per share price represents an 11.4% premium over the closing price of Avangrid Common Stock of $32.08 per share on March 6, 2024, the last unaffected trading day prior to Avangrid’s announcement of receipt of Parent’s unsolicited offer, and a 15.2% premium over $31.03 per share, the volume-weighted average price of Avangrid Common Stock over the 30 trading days leading up to the last unaffected trading day prior to Avangrid’s announcement of receipt of Parent’s unsolicited offer. In addition, under the terms of the Merger Agreement, Avangrid will continue paying regular quarterly cash dividends not to exceed $0.440 per share through the closing of the Merger, including a pro-rated dividend for any partial quarter prior to the closing of the Merger.

The proposed Merger is a “going private transaction” under the rules of the U.S. Securities and Exchange Commission (the “SEC”). If the Merger is completed, Avangrid will become a privately held company, wholly owned by Parent.

Consistent with the requirements of the shareholder agreement, dated December 16, 2015, between Avangrid and Parent (the “Shareholder Agreement”), the Avangrid Board of Directors (the “Board”) delegated to the unaffiliated committee of the Board comprised solely of independent and disinterested directors (the “Unaffiliated Committee”) the full authority to, among other things, examine, evaluate and negotiate the terms and conditions of the Merger Agreement and the transactions contemplated thereby, including the Merger, and any other strategic alternatives that may be available to the Company. The Unaffiliated Committee, as more fully described in the accompanying Proxy Statement, evaluated the Merger, with the assistance of its own independent legal and financial advisors. At the conclusion of its review, the Unaffiliated Committee unanimously (1) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (2) determined that the Merger and the other transactions contemplated by the Merger Agreement are fair to, and in the best interests of, the Company and the Unaffiliated Shareholders (as defined below), (3) recommended that the Board authorize and approve

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Letter to Shareholders

the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth therein, and (4) recommended that the Board recommend that the shareholders of the Company adopt the Merger Agreement. In addition, the Unaffiliated Committee believes that the Merger is fair to Avangrid’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Board, acting upon the unanimous recommendation of the Unaffiliated Committee, unanimously (1) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (2) determined that the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of the Company and its shareholders, including the Unaffiliated Shareholders, (3) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth therein, (4) resolved to recommend that the shareholders of the Company adopt the Merger Agreement, and (5) directed that the Merger Agreement be submitted to the shareholders of the Company for their adoption at a duly held meeting of such shareholders for such purpose. In addition, the Board, on behalf of the Company, believes that the Merger is fair to Avangrid’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 promulgated under the Exchange Act.

The Board unanimously recommends that you vote (1) “FOR” the Merger Agreement Proposal, (2) “FOR” the Director Election Proposal, (3) “FOR” the Accounting Firm Ratification Proposal, (4) “FOR” the Compensation Proposal and (5) “FOR” the Adjournment Proposal.

Your vote is very important, regardless of the number of shares you own. Approval of the Merger Agreement Proposal requires the affirmative vote cast at the Annual Meeting in person or by proxy by holders at the close of business on the Record Date (as defined below) of: (1) a majority of all outstanding shares of Avangrid Common Stock, (2) a majority of all outstanding shares of Avangrid Common Stock held by the Company’s shareholders other than Parent and the Parent Controlled Affiliates (as defined below), and (3) a majority of all outstanding shares of Avangrid Common Stock held by the Unaffiliated Shareholders. The “Parent Controlled Affiliates” means (a) any entity in which Parent owns, directly or indirectly, capital stock or other interests representing more than 50% of the aggregate equity interest in such entity and (b) any person as to which Parent, directly or indirectly, through one or more intermediaries, possesses the power to (i) vote the capital stock or other equity interests representing 50% or more of the capital stock or other equity interests of such person, or (ii) designate, elect, appoint or otherwise select 50% or more of the members of the governing body of such person (but, for the avoidance of doubt, does not include Avangrid and its subsidiaries). The “Unaffiliated Shareholders” means all of the holders of outstanding shares of Avangrid Common Stock, excluding (i) Parent, Merger Sub and their respective Affiliates (as defined in the accompanying Proxy Statement), (ii) any members of the Board who are employees of Parent or its Affiliates, (iii) any officer of the Company, and (iv) any member of any of the foregoing’s “immediate

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Proxy Statement 2024

Letter to Shareholders

family” (as defined in Rule 16a-1 of the Exchange Act), or any “affiliate” or “associate” (as defined in Rule 12b-2 of the Exchange Act) of any of the foregoing. Each record holder of Avangrid Common Stock is entitled to one (1) vote for each share of Avangrid Common Stock owned of record at the close of business on August 19, 2024 (the “Record Date”). If you fail to vote on the Merger Agreement Proposal, the effect will be the same as a vote against such proposal.

Approval of each of the Director Election Proposal, Accounting Firm Ratification Proposal, Compensation Proposal, and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by of the holders of Avangrid Common Stock voting in person at the Annual Meeting or represented by proxy at the Annual Meeting and entitled to vote thereon.

The accompanying Proxy Statement provides you with more detailed information about the Annual Meeting, the Merger Agreement and the transactions contemplated thereby, including the Merger, and the other proposals to be considered at the Annual Meeting. A copy of the Merger Agreement is attached as Annex A to the accompanying Proxy Statement. Please carefully read the entire Proxy Statement and its annexes, including the Merger Agreement and the documents referred to or incorporated by reference in the accompanying Proxy Statement in their entirety. You may also obtain additional information about the Company from other documents we have filed with the SEC. In particular, you should read the “Special Factors” section beginning on page 43 of the accompanying Proxy Statement and the “Risk Factors” section beginning on page 26 of our 2023 Annual Report on Form 10-K, as well as other risk factors detailed from time to time in the Company’s reports filed with the SEC and incorporated by reference in the accompanying Proxy Statement, in their entirety for risks relating to our business and for a discussion of the risks you should consider in evaluating the Merger and how they may affect you.

Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, we urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper copies of these materials, by signing, dating and returning the accompanying proxy card in the accompanying envelope, which requires no postage if mailed in the United States. If you have previously received our Notice of Internet Availability of the Proxy Materials, then instructions regarding how you can vote are contained in that notice. If you have received a proxy card, then instructions regarding how you can vote are contained on the proxy card. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy.

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Proxy Statement 2024

Letter to Shareholders

and will not be voted at the Annual Meeting, which will have the same effect as a vote against the Merger Agreement Proposal. If you give voting instructions to your bank, broker or other nominee with respect to one of the proposals but give no instruction as to the other proposals, then your shares of Avangrid Common Stock will be deemed present at the Annual Meeting for purposes of establishing a quorum at the Annual Meeting, will be voted as instructed with respect to the proposal as to which instructions were given and may be voted with respect to the Accounting Firm Ratification Proposal (with respect to which your bank, broker or other nominee will have discretionary authority to vote your shares in this circumstance), and will not be voted with respect to any non-routine proposals (i.e., the Merger Agreement Proposal, the Director Election Proposal, the Compensation Proposal, and the Adjournment Proposal) for which instructions are not given.

If you have any questions or need assistance voting your shares, please contact our 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: info@okapipartners.com

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

Thank you for your support.

Sincerely,



Ignacio S. Galán		Robert Duffy
Chairman of the Board		Chairman of the Unaffiliated Committee

The accompanying Proxy Statement is dated August 20, 2024 and, together with the accompanying form of proxy card, is first being mailed to shareholders on or about August 21, 2024.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGER, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT OR THE ACCOMPANYING PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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Proxy Statement 2024

Notice of 2024 Annual Meeting

Notice of 2024 Annual Meeting of Shareholders


125 High Street		September 26, 2024
Boston, Massachusetts 02110		8:30 a.m. Eastern Time

The Notice of Annual Meeting, Proxy Statement, and 2023 Annual Report on Form 10-K are available free of charge at www.avangrid.com.

Items of Business

Notice is given that the 2024 annual meeting (such meeting, including any adjournments or postponements thereof, the “Annual Meeting”) of shareholders of Avangrid, Inc., a New York corporation (“Avangrid” or the “Company”) will be held at 8:30 a.m. Eastern Time on September 26, 2024 in Boston, Massachusetts, for the following purposes:

to elect 14 director nominees to Avangrid’s Board of Directors (the “Director Election Proposal”);

to ratify the selection of KPMG LLP as Avangrid’s Independent Registered Public Accounting Firm for the year ending December 31, 2024 (the “Accounting Firm Ratification Proposal”);

to approve, on an advisory basis, named executive officer compensation (the “Compensation Proposal”);

to transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

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Proxy Statement 2024

Notice of 2024 Annual Meeting

Approval of the Merger Agreement Proposal requires the affirmative vote cast at the Annual Meeting in person or represented by proxy holders of Avangrid Common Stock at the close of business on the Record Date (as defined below) of (1) the holders of a majority of all outstanding shares of Avangrid Common Stock, (2) the holders of a majority of all outstanding shares of Avangrid Common Stock held by the Company’s shareholders other than Parent and the Parent Controlled Affiliates, and (3) the holders of a majority of all outstanding shares of Avangrid Common Stock held by the Unaffiliated Shareholders (as defined below). The “Parent Controlled Affiliates” means (a) any entity in which Parent owns, directly or indirectly, capital stock or other interests representing more than 50% of the aggregate equity interest in such entity and (b) any person as to which Parent, directly or indirectly, through one or more intermediaries, possesses the power to (i) vote the capital stock or other equity interests representing 50% or more of the capital stock or other equity interests of such person, or (ii) designate, elect, appoint or otherwise select 50% or more of the members of the governing body of such person (but, for the avoidance of doubt, does not include Avangrid and its subsidiaries). The “Unaffiliated Shareholders” means all of the holders of outstanding shares of Avangrid Common Stock, excluding (i) Parent, Merger Sub and their respective Affiliates (as defined in the accompanying Proxy Statement), (ii) any members of the Avangrid Board of Directors (the “Board”) who are employees of Parent or its Affiliates, (iii) any officer of the Company, and (iv) any member of any of the foregoing’s “immediate family” (as defined in Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or any “affiliate” or “associate” (as defined in Rule 12b-2 of the Exchange Act) of any of the foregoing. Approval of each of the Director Election Proposal, Accounting Firm Ratification Proposal, Compensation Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of Avangrid Common Stock voting in person, or represented by proxy at the Annual Meeting and entitled to vote thereon.

The Board unanimously recommends that you vote: (1) “FOR” the Merger Agreement Proposal, (2) “FOR” the Director Election Proposal, (3) “FOR” the Accounting Firm Ratification Proposal, (4) “FOR” the Compensation Proposal and (5) “FOR” the Adjournment Proposal.

The proposed Merger is a “going private transaction” under the rules of the U.S. Securities and Exchange Commission.

Each record holder of Avangrid Common Stock is entitled to one (1) vote for each share of Avangrid Common Stock owned of record at the close of business on the Record Date. If you fail to vote on the Merger Agreement Proposal, the effect will be the same as a vote against such proposal.

Your vote is very important. To ensure your representation at the Annual Meeting, it is important that you submit a proxy for your shares, whether or not you plan to attend the Annual Meeting. As promptly as possible, please complete, date, sign and return the accompanying proxy card in the accompanying prepaid reply envelope, or submit your proxy over the Internet or by telephone by following the instructions set forth on the accompanying proxy card. If you have previously received our Notice of Internet Availability of the Proxy Materials, then instructions regarding how you can vote

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Proxy Statement 2024

Notice of 2024 Annual Meeting

are contained in that notice. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy. If you fail to (i) vote online or by phone, (ii) return your proxy card or (iii) attend the Annual Meeting, your shares of Avangrid Common Stock will not be counted for purposes of a quorum and will have the same effect as a vote against the Merger Agreement Proposal.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the Annual Meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Annual Meeting without your instructions. As a result, if you do not provide your bank, broker or other nominee with any voting instructions, your shares will not be counted for purposes of a quorum and will not be voted at the Annual Meeting, which will have the same effect as a vote against the Merger Agreement Proposal. If you give voting instructions to your bank, broker or other nominee with respect to one of the proposals, but give no instruction as to the other proposals, then your shares of Avangrid Common Stock will be deemed present at the Annual Meeting for purposes of establishing a quorum at the Annual Meeting, will be voted as instructed with respect to the proposal as to which instructions were given, may be voted with respect to the Accounting Firm Ratification Proposal (with respect to which your bank, broker or other nominee will have discretionary authority to vote your shares in this circumstance), and will not be voted with respect to any non-routine proposals (i.e., the Merger Agreement Proposal, the Director Election Proposal, the Compensation Proposal, and the Adjournment Proposal) for which instructions are not given.

Record Date

August 19, 2024 (the “Record Date”)

Date These Proxy Materials Are First Being Made Available

August 20, 2024

Sincerely,

R. Scott Mahoney

Senior Vice President – General Counsel and Corporate Secretary

180 Marsh Hill Road

Orange, Connecticut 06477

August 20, 2024

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Proxy Statement 2024

Table of Contents



Defined Terms			2

Summary Term Sheet Relating To The Merger			7

The Parties to the Merger Agreement			8

The Merger Agreement Proposal			9

Conditions to the Merger			9

When the Merger Will be Completed			10

Reasons for the Merger; Recommendation of the Unaffiliated Committee; Fairness of the Merger			10

Recommendation of the Board			11

Opinion of Financial Advisor to the Unaffiliated Committee			11

Opinion of Financial Advisor to Parent			12

Parent’s Purpose and Reason for the Merger			12

Position of Parent as to Fairness of the Merger			13

Certain Effects of the Merger			13

When the Merger Becomes Effective			13

Intent of Avangrid’s Directors and Executive Officers to Vote in Favor of the Merger			14

Interests of Avangrid’s Directors and Executive Officers in the Merger			14

Financing for the Merger			14

Treatment of Company Equity-Based Awards in the Merger			15

No Solicitation of Acquisition Proposals			15

Regulatory Approvals			17

Termination			17

Specific Performance			17

Material U.S. Federal Income Tax Consequences of the Merger			18

The Annual Meeting			18

Record Date and Quorum			18

Required Votes			19

No Appraisal Rights for Avangrid Common Shareholders			19

Questions And Answers About The Annual Meeting And The Merger			20

Corporate Governance And Compensation Highlights			33

Director Nominees			33



Key Statistics			33

Purpose and Values			34

Our Values			34

Committed to Sustainable Development			34

Sustainability Corporate Governance Structure			35

2023 Targets and Successes			36

2023 Business Highlights			38

Executive Compensation Highlights			38

Corporate Governance Highlights			40

Cautionary Statement Concerning Forward-looking Information			41

Special Factors			43

Background of the Merger			43

Reasons for the Merger; Recommendation of the Unaffiliated Committee; Fairness of the Merger			63

Recommendation of the Board			71

Opinion of Financial Advisor to the Unaffiliated Committee			73

Opinion of Financial Advisor to Parent			83

Parent’s Purpose and Reason for the Merger			93

Position of Parent as to Fairness of the Merger			95

Plans for Avangrid After the Merger			99

Certain Effects of the Merger			100

Projected Financial Information			103

Intent of Avangrid’s Directors and Executive Officers to Vote in Favor of the Merger			106

Interests of Avangrid’s Directors and Executive Officers in the Merger			106

Financing for the Merger			107

Treatment of Company Equity-Based Awards in the Merger			107

Compensation of the Unaffiliated Committee			108

Material U.S. Federal Income Tax Consequences of the Merger			109

Regulatory Approvals			113

Delisting and Deregistration of Avangrid Common Stock			114

Fees and Expenses			115

Anticipated Accounting Treatment of the Merger			115

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Proxy Statement 2024

Table of Contents



No Appraisal Rights for Avangrid Common Shareholders			115

Litigation			115

The Parties To The Merger Agreement			117

Avangrid, Inc.			117

Iberdrola, S.A.			117

Arizona Merger Sub, Inc.			118

The Annual Meeting			119

Date, Time, Place and Purpose			119

Record Date and Quorum			119

Required Votes			119

Voting; Proxies; Revocation			121

Adjournments and Postponements			123

Solicitation of Proxies			123

Other Business			123

The Merger Agreement			124

Explanatory Note Regarding the Merger Agreement			124

Structure of the Merger			125

When the Merger Becomes Effective			125

Certificate of Incorporation and Bylaws; Directors and Officers			125

Per Share Merger Consideration			126

Exchange Procedures			126

Treatment of Company Equity-Based Awards in the Merger			127

Representations and Warranties			128

Conduct of Business Pending the Merger			134

Shareholders Meeting			138

No Solicitation of Acquisition Proposals			139

Change of Recommendation; Match Rights			142

Regulatory Approvals; Third Party Consents and Notices			145

Expenses			145

Indemnification; Directors’ and Officers’ Insurance			146

Stock Exchange Delisting			147

Employee Matters			147

Shareholder Litigation			147

State Takeover Statutes			148

Notification of Certain Matters			148

Section 16 Matters			148



Other Covenants			148

Conditions to the Merger			149

Termination			150

Specific Performance			152

Amendments; Waivers			152

Governing Law and Venue; Waiver of Jury Trial			152

Proposal One – The Merger Agreement Proposal			153

The Proposal			153

Vote Required and Board Recommendation			153

Directors			154

Director Nomination Process			154

Director Qualifications and Experience			155

Your Board’s Nominees for Director			156

Director Compensation			164

Proposal Two – The Director Election Proposal			165

Corporate Governance			166

Governance and Sustainability System			166

Board Leadership Structure			166

The Controlled Company Exemption			167

Director Independence			167

Board Meetings			167

Committee Composition			168

Audit Committee			169

Compensation and Nominating Committee			169

Governance and Sustainability Committee			170

Executive Committee			170

Unaffiliated Committee			171

Standing NECEC Committee			171

Executive Sessions			171

Annual Board Assessment			172

Risk Management Oversight			173

Transparency			174

Shareholder Engagement			174

Communications with the Board			174

Code of Business Conduct and Ethics			175

Compensation and Nominating Committee Interlocks and Insider Participation			175

Review, Approval, or Ratification of Transactions with Related Persons			175

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Table of Contents



Certain Relationships And Related Party Transactions			177

Relationship with Iberdrola			177

Proposal Three – The Accounting Firm Ratification Proposal			186

Independent Registered Public Accounting Firm Engagement and Fees			187

Audit Committee Pre-Approval Policy and Procedures			187

Proposal Four – The Compensation Proposal			188

Executive Compensation			190

Compensation and Nominating Committee Report			190

Compensation Discussion and Analysis			191

Summary Compensation Table			209

Grants of Plan-Based Awards			210

Description of Compensation Arrangements for Named Executive Officers			211

Summary of Equity Incentive Plans			216

Outstanding Equity Awards at Fiscal Year End			219

Vested Stock Table			220

Pension Benefits Table			220

Nonqualified Deferred Compensation Table			222

Potential Payments Upon Termination or Change in Control			222

CEO Pay Ratio			224

Pay Versus Performance			225

Pay Versus Performance Table			225

Equity Compensation Plan Information			233

Proposal Five – The Adjournment Proposal			235

Important Additional Information Regarding Avangrid			236

Company Background			236



Executive Officers			237

Prior Public Offerings			238

Historical Selected Consolidated Financial Information			238

Book Value Per Share			239

Market Price of Avangrid Common Stock			240

Dividends			241

Avangrid Purchases of Equity Securities			241

Report of the Audit Committee			242

Security Ownership of Management and Certain Beneficial Owners			243

Transactions in Avangrid Common Stock			245

Important Additional Information Regarding Parent and Merger Sub			246

Iberdrola, S.A.			246

Arizona Merger Sub, Inc.			253

Agreements With Parent Involving Avangrid Common Stock			254

Shareholder Agreement			254

Section 16(a) Beneficial Ownership Reporting Compliance			255

Submission of Shareholder Proposals			256

Where You Can Find Additional Information			257

Annex A Merger Agreement			A-1

Annex B Opinion of Moelis & Company			B-1

Annex C Opinion of Morgan Stanley & Co. LLC			C-1

Annex D Non-GAAP Financial Measures			D-1

Form of Proxy Card			E-1

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Proxy Statement 2024

Important Notice of Availability of Proxy Materials

| 1

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on September 26, 2024:

The Notice of Annual Meeting, Proxy Statement,

and 2023 Annual Report on Form 10-K are available at www.proxyvote.com.

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Proxy Statement 2024

Defined Terms

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Defined Terms

Unless stated otherwise, whenever used in this proxy statement (the “Proxy Statement”), the following terms have the meanings set forth below:

•

Accounting Firm Ratification Proposal means the proposal to ratify the selection of KPMG LLP as Avangrid’s Independent Registered Public Accounting Firm for the year ending December 31, 2024.

•

Adjournment Proposal means the proposal to consider and vote on any proposal to adjourn the Annual Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement Proposal at the time of the Annual Meeting.

•

Adjusted EBITDA means EBITDA adding back the pre-tax effect of retained PTCs and ITCs and PTCs allocated to tax equity investors.

•

Adjusted Earnings Per Share means Adjusted Net Income converted to an earnings per share amount.

•

Adjusted Net Income means a non-GAAP financial measure defined as net income calculated in accordance with GAAP, adjusted to exclude the impact of accelerated depreciation from the repowering of wind farms in Renewables.

•

Affiliate means, when used with respect to any party, any Person who is an “affiliate” of that party within the meaning of Rule 405 promulgated under the Securities Act. For purposes of this Proxy Statement, “control” (as used in Rule 405 promulgated under the Securities Act) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of securities, by contract, management control, or otherwise. “Controlled” and “controlling” shall be construed accordingly. For the avoidance of doubt, for purposes of this Proxy Statement, (i) Parent and its Affiliates (other than the Company and its Subsidiaries) shall not be deemed to be Affiliates of the Company and its Subsidiaries and (ii) the Company and its Subsidiaries shall not be deemed to be Affiliates of Parent and its Affiliates.

•

Annual Meeting means the 2024 annual meeting of the shareholders of the Company.

•

Audit Committee means the standing committee of the Board that is responsible for overseeing the integrity of the Company’s financial statements and internal controls, independence and qualifications of the Company’s principal independent registered public accounting firm, performance of the internal audit of the Company, and the policies and procedures with respect to risk assessment and management.

•

Avangrid, Company, we, our or us means Avangrid, Inc., a New York corporation.

•

Avangrid Common Stock means Avangrid common stock, par value $0.01 per share.

•

Board means the Board of Directors of the Company.

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Proxy Statement 2024

Defined Terms

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•

Burdensome Condition means any Remedy that (i) relates to Parent or any of its Affiliates (other than the Company and its Subsidiaries) or their respective businesses, product lines or assets or (ii) relates to the Company or its Subsidiaries or their respective businesses, product lines or assets that, individually or in the aggregate, would reasonably be expected to have more than an immaterial effect on the business, assets, liabilities, properties, condition (financial or otherwise) of (x) the Company and each of its Subsidiaries, taken as a whole, and (y) certain of the Company’s Subsidiaries, taken individually.

•

Business Day means any day other than a Saturday or Sunday or other day on which banks are required or authorized to close in the City of New York, United States, Bilbao, Spain or Madrid, Spain.

•

Company Board Recommendation means the Board’s recommendation that the shareholders of the Company approve the Merger Agreement Proposal.

•

Company Equity-Based Awards means the Company PSUs and the Company Phantom Awards and any other awards granted under any Incentive Plan.

•

Company Phantom Award means the phantom restricted stock unit awards granted under the Incentive Plans.

•

Company PSU means the restricted stock unit awards granted under the Incentive Plans and subject to performance-based vesting conditions.

•

Company Requisite Vote means the affirmative vote in favor of adoption of the Merger Agreement by (1) the holders of a majority of all outstanding shares of Avangrid Common Stock, (2) the holders of a majority of all outstanding shares of Avangrid Common Stock held by the Company’s shareholders other than Parent and the Parent Controlled Affiliates, and (3) the holders of a majority of all outstanding shares of Avangrid Common Stock held by the Unaffiliated Shareholders.

•

Company Shareholder Approval means the Merger Agreement is duly adopted by holders of shares of Avangrid Common Stock constituting the Company Requisite Vote in accordance with applicable Law, the certificate of incorporation and bylaws of the Company, and the Shareholder Agreement.

•

Compensation and Nominating Committee means the standing committee of the Board that is responsible for overseeing executive compensation and the director nomination process.

•

Compensation Proposal means the proposal to approve, on an advisory basis, the named executive officers’ compensation.

•

Corporate means Avangrid’s corporate and other non-regulated entities.

•

DCF means discounted cash flow.

•

Director Election Proposal means the proposal to elect 14 director nominees to the Board.

•

EBIT means a non-GAAP financial measure defined as net income calculated in accordance with GAAP, adjusted

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Proxy Statement 2024

Defined Terms

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for the impact of net loss attributable to noncontrolling interests, income tax expense (benefit), interest expense, net of capitalization, other income and earnings from equity method investments.

•

EBITDA means a non-GAAP financial measure defined as net income calculated in accordance with GAAP adjusted for the impact of net loss attributable to noncontrolling interests, income tax expense (benefit), depreciation and amortization, interest expense, net of capitalization, other income and earnings from equity method investments.

•

Effective Time means the time at which the Merger becomes effective.

•

Exchange Act means the Securities Exchange Act of 1934, as amended.

•

Excluded Shares means shares of Avangrid Common Stock owned by Parent, Merger Sub or any other direct or indirect wholly-owned subsidiary of Parent and shares of Avangrid Common Stock owned by the Company or any direct or indirect wholly-owned subsidiary of the Company, and in each case not held on behalf of third parties.

•

Executive Committee means the standing committee of the Board that, in accordance with Section 3.5 of the by-laws of Avangrid, the Board may delegate, unless otherwise decided by the Board, all the authorities of the Board, to the extent permitted by applicable law and provided that any of the authorities assigned to the Unaffiliated Committee, as defined in the Shareholder Agreement, or the Audit Committee may not be so delegated.

•

FERC means the Federal Energy Regulatory Commission.

•

GAAP means generally accepted accounting principles in the United States.

•

Governance and Sustainability Committee means the standing committee of the Board that is responsible for overseeing Avangrid’s governance and sustainability system, compliance with legal and regulatory requirements, environmental, social and governance activities and initiatives, and non-financial sustainability reporting.

•

Governmental Entity means any domestic or foreign governmental or regulatory body, commission, agency, court, instrumentality, authority or other legislative, executive or judicial entity.

•

Iberdrola or Parent means Iberdrola, S.A., a corporation organized under the laws of the Kingdom of Spain.

•

Incentive Plans means the Amended and Restated Omnibus Incentive Plan, as amended and/or restated from time to time.

•

ITCs means investment tax credits.

•

Law means any domestic or foreign laws, statutes, ordinances, rules (including rules of common law), regulations, codes, legally enforceable requirements or orders enacted, issued, adopted, or promulgated by any governmental entity and any judicial interpretation thereof.

•

Merger means the merger of Merger Sub with and into Avangrid with Avangrid surviving the merger as a wholly-owned subsidiary of Parent.

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Proxy Statement 2024

Defined Terms

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•

Merger Agreement means the Agreement and Plan of Merger, dated as of May 17, 2024, by and among Parent, Merger Sub, and the Company, as may be amended from time to time, and which is attached to this Proxy Statement as Annex A.

•

Merger Agreement Proposal means the proposal to adopt the Merger Agreement.

•

Merger Sub means Arizona Merger Sub, Inc., a New York corporation and wholly-owned subsidiary of Parent.

•

MPUC means the Maine Public Utilities Commission.

•

NECEC Project means the New England Clean Energy Connect transmission project to construct a 145-mile transmission line linking the electrical grids in Québec, Canada and New England adding 1,200 MW of transmission capacity to supply Maine and the rest of New England with power from hydroelectric generation.

•

Networks means Avangrid Networks, Inc. and its subsidiaries that operate the Company’s networks business.

•

NYBCL means the New York Business Corporation Law.

•

NYPSC means the New York State Public Service Commission.

•

NYSE means the New York Stock Exchange.

•

Parent Controlled Affiliates means (i) any entity in which Parent owns, directly or indirectly, capital stock or other interests representing more than 50% of the aggregate equity interest in such entity, and (ii) any person as to which Parent, directly or indirectly, through one or more intermediaries, possesses the power to (1) vote the capital stock or other equity interests representing 50% or more of the capital stock or other equity interests of such person, or (2) designate, elect, appoint or otherwise select 50% or more of the members of the governing body of such person (but, for the avoidance of doubt, does not include Avangrid and its subsidiaries).

•

P/E means price over earnings per share.

•

Per Share Merger Consideration means $35.75 per share of Avangrid Common Stock in cash.

•

Person means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, governmental entity or other entity of any kind or nature.

•

PTCs means production tax credits.

•

Record Date means August 19, 2024.

•

Regulatory Approval Condition means the approval of FERC under Section 203 of the Federal Power Act and all notices, reports, filings, consents, registrations, approvals and authorizations from state utility commissions in Maine and New York shall have been duly obtained, shall have been received or deemed to have been received, or shall have been made or given, as applicable, and shall not have required a Burdensome Condition, and each of the foregoing remains in full force and effect.

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Proxy Statement 2024

Defined Terms

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•

Renewables means Avangrid Renewables, LLC and its subsidiaries that operate the Company’s renewables business.

•

Remedy means any imposition of any undertakings, terms, conditions, liabilities, obligations, commitments, restrictions, sanctions or other measures or provisions.

•

Representatives means, with respect to any Person, such Person’s officers, directors, employees, consultants, agents, financial advisors, attorneys, accountants, other advisors, Affiliates and other representatives.

•

Sarbanes-Oxley Act means the Sarbanes-Oxley Act of 2002.

•

SEC means the United States Securities and Exchange Commission.

•

Securities Act means the Securities Act of 1933, as amended.

•

Shareholder Agreement means that certain Shareholder Agreement, dated as of December 16, 2015, by and between the Company and Parent.

•

Standing NECEC Committee means the standing special committee of the Board responsible for oversight of the NECEC Project.

•

Subsidiary means, with respect to any Person (the “Subject Person”), any other Person in which the Subject Person and/or one or more other Subsidiaries of the Subject Person (i) owns, directly or indirectly, share capital or other equity interests representing more than fifty percent (50%) of the outstanding voting stock or other equity interests or (ii) directly or indirectly holds the voting power or right to elect a majority of the board of directors or others performing similar functions with respect to such other Person.

•

Surviving Corporation means Avangrid as the surviving corporation in the Merger.

•

Unaffiliated Committee means the unaffiliated committee of the Board established pursuant to the Shareholder Agreement and comprised solely of independent and disinterested directors, which is responsible for, among other things, reviewing, evaluating and negotiating the Merger Agreement and the transactions contemplated thereby, including the Merger, and any other alternatives that may be available to the Company. The Unaffiliated Committee is defined as the “Special Committee” in the Merger Agreement.

•

unaffiliated security holders means Avangrid’s “unaffiliated security holders” as such term is defined in Rule 13e-3 promulgated under the Exchange Act.

•

Unaffiliated Shareholders means all of the holders of outstanding shares of Avangrid Common Stock, excluding (i) Parent, Merger Sub and their respective Affiliates, (ii) any members of the Board who are employees of Parent or its Affiliates, (iii) any officer of the Company, and (iv) any member of any of the foregoing’s “immediate family” (as defined in Rule 16a-1 of the Exchange Act), or any “affiliate” or “associate” (as defined in Rule 12b-2 of the Exchange Act) of any of the foregoing.

•

U.S. means the United States.

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Proxy Statement 2024

Summary Term Sheet

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Summary Term Sheet Relating to the Merger

This summary term sheet (this “Summary Term Sheet”) discusses the material information regarding the Merger contained in this Proxy Statement, but does not contain all of the information in this Proxy Statement that is important to your voting decision with respect to the Merger Agreement Proposal or the other matters being considered at the Annual Meeting. We encourage you to read carefully this entire Proxy Statement, its annexes and the documents referred to or incorporated by reference in this Proxy Statement, as this Summary Term Sheet may not contain all of the information that may be important to you. The items in this Summary Term Sheet include page references directing you to a more complete description of that topic in this Proxy Statement.

The Merger Agreement is described in this Proxy Statement and included as Annex A only to provide you with information regarding its terms and conditions and not to provide any other factual information regarding Parent, Merger Sub or the Company or their respective businesses. Such information can be found elsewhere in this Proxy Statement or, in the case of the Company, in the public filings that the Company makes with the SEC, which are available without charge through the SEC’s website at www.sec.gov. For additional information, see the section entitled “Where You Can Find Additional Information” beginning on page 257.

The representations, warranties and covenants made in the Merger Agreement by and among Parent, Merger Sub and the Company are qualified and subject to important limitations agreed to by Parent, Merger Sub and the Company in connection with negotiating the terms of the Merger Agreement. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this Summary Term Sheet, it is important to bear in mind that the representations and warranties were made solely for the benefit of the parties to the Merger Agreement and were negotiated with the principal purposes of establishing the circumstances in which a party to the Merger Agreement may have the right not to close the Merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the Merger Agreement. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to shareholders and reports and documents filed with the SEC and in some cases were qualified by confidential disclosures that were made by the Company, which disclosures are not reflected in the Merger Agreement. The representations and warranties in the Merger Agreement will not survive completion of the Merger. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this Proxy Statement, may have changed since the date of the Merger Agreement and subsequent developments or new information qualifying a representation or

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Proxy Statement 2024

Summary Term Sheet

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warranty may or may not have been included in the Company’s periodic and current reports, this Proxy Statement and other documents filed with the SEC. For the foregoing reasons, the representations, warranties and covenants or any descriptions of those provisions should not be read alone, but instead should be read together with the information provided elsewhere in this Proxy Statement and in the documents incorporated by reference or attached as annexes in this Proxy Statement.

The Parties to the Merger Agreement (Page 117)

•

Avangrid. Avangrid is 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 (8) 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 (4^th) consecutive year. In 2024, Avangrid ranked first (1^st) 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 (6^th) consecutive year by the Ethisphere Institute. Avangrid is a member of the group of companies controlled by Iberdrola. Avangrid is listed on the NYSE under the symbol “AGR”. The principal executive office is located at 180 March Hill Road, Orange, CT 06477 and the telephone number of our principal executive office is +1 (207) 629-1190. For more information about Avangrid, see “The Parties to the Merger Agreement—Avangrid, Inc.” beginning on page 117.

•

Parent. Iberdrola is a holding company incorporated under the laws of the Kingdom of Spain. Iberdrola is the parent of a group of companies whose main activities are production of electricity from renewable and conventional sources, transmission and distribution of electricity, retail supply of electricity, gas and energy-related services and other activities, mainly linked to the energy sector. Iberdrola’s main markets include Europe (Spain, the United Kingdom, Portugal, France, Germany, Italy and Greece), the United States, Brazil, Mexico and Australia. Parent’s registered address and principal executive office is at Plaza de Euskadi, 5, 48009 Bilbao, Spain and the telephone number of parent is +34 91 784 3232. For more information about Parent, see “The Parties to the Merger Agreement—Iberdrola, S.A.” beginning on page 117.

•

Merger Sub. Merger Sub, a New York corporation, was incorporated on May 14, 2024, solely for the purpose of completing the Merger and has conducted no business activities other than those related to the structuring and negotiation of the Merger. Merger Sub is a direct, wholly-owned subsidiary of Parent and has not engaged in any business except as contemplated by the Merger Agreement. The principal business address

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Summary Term Sheet

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of Merger Sub is c/o Iberdrola, S.A., Plaza de Euskadi, 5, 48009 Bilbao, Spain and the telephone number of Merger Sub is +34 91 784 3232. For more information about Merger Sub, see “The Parties to the Merger Agreement—Arizona Merger Sub, Inc.” beginning on page 118.

The Merger Agreement Proposal (Page 153)

The Company is asking you to approve the Merger Agreement Proposal pursuant to which Merger Sub will be merged with and into the Company with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Approval of the Merger Agreement Proposal requires the Company Requisite Vote. The Board, acting upon the unanimous recommendation of the Unaffiliated Committee, unanimously recommends that you vote “FOR” the Merger Agreement Proposal.

For more information, see “Proposal One—The Merger Agreement Proposal” beginning on page 153.

Conditions to the Merger (Page 149)

Obligations of Parent, Merger Sub and Avangrid. The obligations of Parent, Merger Sub and Avangrid, as applicable, to consummate the Merger are subject to the satisfaction or waiver of certain conditions, including:

•

receipt of the Company Shareholder Approval;

•

receipt of approval from FERC, the NYPSC, and the MPUC (or an exemption of the Merger from the applicable portion of the Maine Revised Statutes), in each case, without having required Parent, the Company or any of their respective Affiliates to effect any action contemplated by a Burdensome Condition; and

•

consummation of the Merger not being restrained, enjoined, prohibited or otherwise made illegal.

Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver of certain additional conditions, including:

•

the accuracy of the representations and warranties of Avangrid in the Merger Agreement, subject to applicable materiality and Company Material Adverse Effect (as defined below in “The Merger Agreement—Representations and Warranties”) qualifiers, as of certain dates set forth in the Merger Agreement;

•

Avangrid having performed in all material respects all of its obligations under the Merger Agreement required to be performed by it at or prior to the closing of the Merger;

•

the absence of a Company Material Adverse Effect that is continuing as of the Effective Time; and

•

receipt by Parent of a customary closing certificate of Avangrid.

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Summary Term Sheet

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Obligations of Avangrid. The obligation of Avangrid to consummate the Merger are subject to the satisfaction or waiver of certain additional conditions, including:

•

the accuracy of the representations and warranties of Parent in the Merger Agreement, subject to applicable materiality and Parent Material Adverse Effect (as defined below in “The Merger Agreement—Representations and Warranties”) qualifiers, as of certain dates set forth in the Merger Agreement;

•

Parent and Merger Sub having performed in all material respects all of their obligations under the Merger Agreement required to be performed by them at or prior to the closing of the Merger; and

•

receipt by Avangrid of a customary closing certificate of Parent.

For more information, see “The Merger Agreement—Conditions to the Merger” beginning on page 149.

When the Merger Will be Completed (Page 149)

We currently expect to consummate the Merger during the fourth quarter of calendar year 2024. Since the Merger is subject to receipt of the Company Requisite Vote and the approval of FERC, the MPUC, and the NYPSC, it is possible that factors outside the control of Avangrid or Parent could result in the Merger being consummated at a later time, or not at all. There may be a substantial amount of time between the Annual Meeting and the consummation of the Merger. We expect to consummate the Merger promptly following receipt of the Company Shareholder Approval, the satisfaction of the Regulatory Approval Condition and the satisfaction or waiver of the other conditions precedent as described in the Merger Agreement. For more information, see “The Merger Agreement—Conditions to the Merger” beginning on page 149.

Reasons for the Merger; Recommendation of the Unaffiliated Committee; Fairness of the Merger (Page 63)

The Unaffiliated Committee unanimously (i) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (ii) determined that the Merger, and the other transactions contemplated by the Merger Agreement are fair to, and in the best interests of, the Company and the Unaffiliated Shareholders, (iii) recommended that the Board authorize and approve the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth therein, and (iv) recommended that the Board recommend that the shareholders of the Company adopt the Merger Agreement.

For descriptions of the reasons considered and fairness determination made by the Unaffiliated Committee and the Board in determining to recommend approval of the Merger Agreement Proposal, see “Special Factors—Reasons for the Merger; Recommendation of the Unaffiliated Committee; Fairness of the Merger” beginning on page 63.

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Summary Term Sheet

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Recommendation of the Board (Page 71)

The Board, acting on behalf of the Company and upon the unanimous recommendation of the Unaffiliated Committee with respect to the Merger Agreement and the transactions contemplated thereby, including the Merger, unanimously (i) determined that the Merger Agreement and other transaction documents and the transactions contemplated thereby, including the Merger, are advisable and in the best interests of the Company and its shareholders, including the Unaffiliated Shareholders, (ii) authorized and approved the execution, delivery and performance by the Company of the Merger Agreement and consummation of the transactions contemplated thereby, including the Merger, and (iii) directed that the Merger Agreement be submitted for adoption by the Company’s shareholders and recommended that the Company’s shareholders vote in favor of the Merger Agreement Proposal. The Board further believes that the Merger is substantively and procedurally fair to the Company’s unaffiliated security holders. For a description of the reasons considered by the Board, see the section of this Proxy Statement captioned “Special Factors—Reasons for the Merger” beginning on page 63.

Opinion of Financial Advisor to the Unaffiliated Committee (Page 73 and Annex B)

The Unaffiliated Committee retained Moelis & Company LLC (“Moelis”) to act as its financial advisor in connection with the Merger. At the meeting of the Unaffiliated Committee on May 17, 2024 to evaluate and consider approval of the Merger Agreement and the Merger, Moelis delivered an oral opinion, which was confirmed by delivery of a written opinion, dated May 17, 2024, addressed to the Unaffiliated Committee (solely in its capacity as such) to the effect that, as of the date of the opinion and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken as set forth in the opinion, the Per Share Merger Consideration to be received by the Unaffiliated Shareholders was fair from a financial point of view to such holders.

The full text of Moelis’ written opinion dated May 17, 2024, which sets forth the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this Proxy Statement and is incorporated herein by reference. Moelis’ opinion was provided for the use and benefit of the Unaffiliated Committee (solely in its capacity as such) in its evaluation of the Per Share Merger Consideration. Moelis’ opinion was limited solely to the fairness from a financial point of view of the Per Share Merger Consideration to be received by the Unaffiliated Shareholders in the Merger and does not address Avangrid’s underlying business decision to effect the Merger or the relative merits of the Merger as compared to any alternative business strategies or transactions that might be available to Avangrid and does not address any legal, regulatory, tax, or accounting matters. Moelis’ opinion does not constitute a recommendation as to how any holder of securities should vote or act with respect to the Merger or any other matter.

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For a further discussion of Moelis’ opinion, see “Special Factors—Opinion of Financial Advisor to the Unaffiliated Committee” beginning on page 73 and Annex B.

Opinion of Financial Advisor to Parent (Page 83 and Annex C)

On May 16, 2024, Morgan Stanley & Co. LLC (“Morgan Stanley”) rendered its written opinion to the Parent board of directors to the effect that, as of such date and based on and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in its written opinion, the Per Share Merger Consideration to be paid by Parent pursuant to the Merger Agreement was fair from a financial point of view to Parent.

The full text of Morgan Stanley’s written opinion to the Parent board of directors, dated May 16, 2024, is attached to this Proxy Statement as Annex C, and is incorporated by reference into this Proxy Statement in its entirety. You are encouraged to read Morgan Stanley’s opinion in its entirety for a discussion of the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken by Morgan Stanley in rendering its opinion. Morgan Stanley’s opinion was directed to the Parent board of directors for the benefit of the Parent board of directors, in its capacity as such, and addressed only the fairness from a financial point of view to Parent, as of the date of the opinion, of the Per Share Merger Consideration to be paid by Parent pursuant to the Merger Agreement. Morgan Stanley’s opinion did not address any other aspects of the Merger and did not and does not constitute a recommendation as to how the holders of Avangrid Common Stock should vote on the Merger Agreement Proposal at the Annual Meeting.

For more information, see “Special Factors—Opinion of Financial Advisor to Parent” beginning on page 83 and Annex C.

Parent’s Purpose and Reason for the Merger (Page 93)

For Parent, the purpose of the Merger is to enable Parent to acquire 100% ownership and control of the Company in a transaction in which the Company’s shareholders (other than the holders of Excluded Shares) will be cashed out in exchange for the Per Share Merger Consideration, so that Parent will bear the rewards and risks of the sole ownership of the Company after the Merger, including any increase in value of the Company as a result of improvements to the Company’s operations or acquisitions of other businesses, or any decrease in value due to negative performance of the Company. For more information, see “Special Factors—Parent’s Purpose and Reason for the Merger” beginning on page 93.

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Position of Parent as to Fairness of the Merger (Page 95)

Parent believes that the transactions contemplated by the Merger Agreement, including the Merger, are substantively and procedurally fair to the unaffiliated security holders. However, Parent has interests in the transactions contemplated by the Merger Agreement, including the Merger, that are different from those of the unaffiliated security holders by virtue of Parent’s continuing interests in the Company after the consummation of the Merger. Therefore, the fairness of the transaction to the unaffiliated security holders was not the sole or primary goal of Parent in negotiating the Merger Agreement, and Parent attempted to negotiate a transaction that would be most favorable to it. None of Parent or its affiliates participated in the deliberations of the Unaffiliated Committee regarding, nor received any advice from the Unaffiliated Committee’s independent legal or financial advisors as to, the fairness of the transactions contemplated by the Merger Agreement, including the Merger, to the unaffiliated security holders. The belief of Parent as to the fairness of the Merger is based on the factors discussed in the section of this Proxy Statement captioned “Special Factors—Position of Parent as to Fairness of the Merger” beginning on page 95.

Certain Effects of the Merger (Page 100)

If the Company Shareholder Approval is obtained and all other conditions to the closing of the Merger are either satisfied or waived, Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent.

For more information, see “Special Factors—Certain Effects of the Merger” beginning on page 100.

When the Merger Becomes Effective (Page 125)

The closing of the Merger will take place at 10:00 a.m. New York time on a date which will be no later than the third(3rd) Business Day following the satisfaction or, if permissible under applicable Law, waiver of the last of the conditions to closing to be satisfied (other than those conditions that by their nature are to be satisfied at the closing of the Merger, but subject to the fulfillment or, to the extent permissible under applicable Law, waiver of those conditions), or such other date and time as Avangrid and Parent may mutually agree.

For more information, see “The Merger Agreement—When the Merger Becomes Effective” beginning on page 125.

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Intent of Avangrid’s Directors and Executive Officers to Vote in Favor of the Merger (Page 106)

Avangrid’s directors and executive officers have informed Avangrid that, as of the date of this Proxy Statement, they intend to vote all of the shares of Avangrid Common Stock beneficially owned by them in favor of the Merger Agreement Proposal and each of the other proposals listed in this Proxy Statement. As of August 14, 2024, Avangrid’s directors and executive officers beneficially owned, in the aggregate, 0.05% of the voting power of the shares of Avangrid Common Stock outstanding as of such date. For more information, see “Special Factors—Intent of Avangrid’s Directors and Executive Officers to Vote in Favor of the Merger” beginning on page 106.

Interests of Avangrid’s Directors and Executive Officers in the Merger (Page 106)

In considering the recommendations of the Unaffiliated Committee and of the Board that you vote to approve the Merger Agreement Proposal, you should be aware that, aside from their interests as shareholders of the Company, the Company’s directors and executive officers have interests in the Merger that are different from, or in addition to, those of other shareholders of the Company. The members of the Unaffiliated Committee were aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, and in making recommendations to the Board, which was also aware of and took into account these interests, among other matters, when making its recommendation to the shareholders of the Company that the Merger Agreement Proposal be approved. For more information, see “Special Factors—Interests of Avangrid’s Directors and Executive Officers in the Merger” beginning on page 106.

Financing for the Merger (Page 107)

The Merger is not conditioned on any financing contingencies. The Company and Parent estimate that the total amount of funds necessary to complete the transactions contemplated by the Merger Agreement, including cash payment of the Per Share Merger Consideration to holders of Avangrid Common Stock (other than the Excluded Shares), is approximately $2.55 billion. In calculating this amount, the Company and Parent did not consider the value of the Excluded Shares, which will be canceled for no consideration pursuant to the Merger Agreement. Parent has sufficient cash on hand to pay the foregoing aggregate amount of merger consideration. See “Special Factors—Financing for the Merger” beginning on page 107 for additional information.

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Treatment of Company Equity-Based Awards in the Merger (Page 107)

Company Phantom Awards

Immediately prior to the Effective Time and as a result of the Merger, each Company Phantom Award will be automatically cancelled and converted into the right to receive a cash-settled award equal to (x) the Per Share Merger Consideration multiplied by (y) the total number of shares of Avangrid Common Stock underlying such Company Phantom Award.

Company PSUs

Immediately prior to the Effective Time and as a result of the Merger:

•

Each Company PSU granted in 2020 for which the applicable performance period has ended prior to the Effective Time will be automatically cancelled and converted into the right to receive a cash-settled award with the cash payable under such award equal to (x) the Per Share Merger Consideration multiplied by (y) the total number of shares of Avangrid Common Stock underlying such Company PSU, with the number of shares used for this purpose calculated based on the actual achievement of the applicable performance goals. The cash-settled awards will be subject to the same terms and conditions, including the vesting schedule and terms regarding treatment upon termination of employment.

•

All amounts will be paid less any applicable withholding taxes, and paid as soon as practicable following the Effective Time.

For more information, see “Special Factors—Treatment of Company Equity-Based Awards in the Merger” beginning on page 107.

No Solicitation of Acquisition Proposals (Page 139)

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Merger Agreement is terminated, the Company will not and will cause its Subsidiaries and its and their directors, officers and employees not to, and use reasonable best efforts to cause other Representatives not to, directly or indirectly:

•

solicit, initiate, knowingly encourage or knowingly facilitate the submission of any Acquisition Proposal (as defined below) or any inquiry, proposal, discussion, offer or request that would reasonably be expected to result in an Acquisition Proposal;

•

furnish information, or afford access to the business, employees, officers, contracts, properties, assets, books and records or other aspects of the Company or any of its subsidiaries, to any person (other than Parent, Merger Sub or any of their designees) in connection with, or that would reasonably be expected to result in an Acquisition Proposal, with the intent to induce the making, submission or announcement of, or to knowingly encourage or knowingly facilitate an Acquisition Proposal (or any inquiry, proposal, discussion, offer or request that would reasonably be expected to result in an Acquisition Proposal);

•

enter into, continue or otherwise participate in any discussions or negotiations with any Person (other than Parent, Merger Sub or any of their designees) with respect to an Acquisition Proposal or any inquiry, proposal, discussion, offer or request that would reasonably be expected to result in an Acquisition Proposal;

•

approve, agree to, adopt, recommend or submit or agree to submit to a vote of its shareholders any Acquisition Proposal, or propose publicly to do any of the foregoing;

•

fail to make, or withdraw, or materially and adversely, qualify, modify or amend, the Company Board Recommendation (or recommend an Acquisition Proposal);

•

fail to include the Company Board Recommendation in this Proxy Statement;

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make any public statement, filing or release inconsistent with the Company Board Recommendation;

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fail to publicly reaffirm the Company Board Recommendation in connection with the public disclosure by the Company of an Acquisition Proposal by any person other than Parent and Merger Sub within three (3) Business Days after Parent so requests in writing (provided, that, Parent may make such a request no more than once in respect of such public disclosure of an Acquisition Proposal except in connection with a material amendment thereof (and no more than once in connection with each such amendment));

•

fail to recommend, in a “Solicitation/Recommendation Statement” on Schedule 14D-9, against any Acquisition Proposal subject to Regulation 14D under the Exchange Act after the commencement of such Acquisition Proposal, however, the Board may refrain from taking a position with respect to an Acquisition Proposal until the close of business on the tenth (10^th) Business Day after the commencement of such proposal; or

•

commit or agree to do any of the foregoing.

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For more information, see “The Merger Agreement—No Solicitation of Acquisition Proposals” beginning on page 139.

Regulatory Approvals (Page 113)

Under the Merger Agreement, the Merger cannot be completed until, among other things, FERC has approved the Merger, the NYPSC has approved the Merger, and the MPUC has approved the Merger (or granted an exemption for the Merger), in each case, without having required a Burdensome Condition.

For more information, see “Special Factors—Regulatory Approvals” beginning on page 113.

Termination (Page 150)

The Merger Agreement contains certain termination rights for the Company (upon the recommendation of the Unaffiliated Committee), on the one hand, and Parent, on the other hand, who may by mutual consent terminate the Merger Agreement at any time prior to the Effective Time. In addition, either the Company (upon the recommendation of the Unaffiliated Committee) or Parent may terminate the Merger Agreement and abandon the Merger at any time prior to the Effective Time if:

•

the Company Shareholder Approval has not been obtained at the Annual Meeting; or

•

any order or law has been issued, entered, enforced, enacted or promulgated by a governmental entity of competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Merger has become final and non-appealable.

In addition, Parent and the Company have the right in certain circumstances to unilaterally terminate the Merger Agreement.

For more information, see “The Merger Agreement—Termination” beginning on page 150.

Specific Performance (Page 152)

The parties to the Merger Agreement may be entitled to specific performance of the terms of the Merger Agreement, including an injunction or injunctions, specific performance or other equitable relief to prevent breaches (or threatened breaches) of the Merger Agreement.

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For more information, see “The Merger Agreement—Specific Performance” beginning on page 152.

Material U.S. Federal Income Tax Consequences of the Merger (Page 109)

The receipt of cash by a U.S. Holder (as defined in “Special Factors—Material U.S. Federal Income Tax Consequences of the Merger”) in exchange for such U.S. Holder’s Avangrid Common Stock in the Merger generally will result in the recognition of gain or loss in an amount measured by the difference between the cash such U.S. Holder receives in the Merger and such U.S. Holder’s adjusted tax basis in Avangrid Common Stock surrendered in the Merger. A Non-U.S. Holder (as defined in “Special Factors—Material U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of Avangrid Common Stock for cash in the Merger unless such Non-U.S. Holder has certain connections to the United States or shares of Avangrid Common Stock constitute a United States real property interest. Holders of Avangrid Common Stock should refer to the discussion under the section of this Proxy Statement captioned “Special Factors—Material U.S. Federal Income Tax Consequences of the Merger” and should consult their own tax advisors concerning the U.S. federal income tax consequences of the Merger to them in light of their particular circumstances and any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction or other tax laws.

The Annual Meeting (Page 119)

The Annual Meeting will be held on September 26, 2024, starting at 8:30 a.m. Eastern Time, at 125 High Street, Boston, Massachusetts 02110, or at any adjournment or postponement of the meeting.

The purpose of the Annual Meeting is to take action on the following:

The Merger Agreement Proposal;

The Director Election Proposal;

The Accounting Firm Ratification Proposal;

The Compensation Proposal; and

The Adjournment Proposal.

For more information, see “The Annual Meeting—Date, Time, Place and Purpose” beginning on page 119.

Record Date and Quorum (Page 119)

The holders of record of Avangrid Common Stock at the close of business on the Record Date are entitled to receive notice of and to vote at the Annual Meeting. At the close of business on the Record Date, 387,010,149 shares of Avangrid Common Stock were issued and outstanding. For each share of Avangrid Common Stock owned on the Record Date, the shareholder is entitled to cast one (1) vote on each matter voted upon at the Annual Meeting.

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The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of shares of Avangrid Common Stock outstanding on the Record Date will constitute a quorum, permitting the Company to conduct its business at the Annual Meeting. Your shares of Avangrid Common Stock will be counted as present at the Annual Meeting if you vote online or by phone, you return your proxy card by mail or you attend the Annual Meeting in person.

For more information, see “The Annual Meeting—Record Date and Quorum” beginning on page 119.

Required Votes (Page 119)

•

Proposal One—The Merger Agreement Proposal. Approval of the Merger Agreement Proposal requires the affirmative vote cast at the Annual Meeting in person or by proxy by holders of Avangrid Common Stock at the close of business on the Record Date of: (i) the holders of a majority of all outstanding shares of Avangrid Common Stock, (ii) the holders of a majority of all outstanding shares of Avangrid Common Stock held by Avangrid’s shareholders other than Parent and the Parent Controlled Affiliates and (iii) the holders of a majority of all outstanding shares of Avangrid Common Stock held by the Unaffiliated Shareholders.

•

Proposal Two—The Director Election Proposal. The nominees to the Board receiving a majority of the votes cast at the Annual Meeting in person or by proxy by holders of shares of Avangrid Common Stock at the close of business on the Record Date will be elected as directors of Avangrid.

•

Proposal Three—The Accounting Firm Ratification Proposal. Approval of the Accounting Firm Ratification Proposal requires the affirmative vote of a majority of the votes cast at the Annual Meeting in person or by proxy by holders of shares of Avangrid Common Stock at the close of business on the Record Date.

•

Proposal Four—The Compensation Proposal. Approval of the Compensation Proposal requires the affirmative vote of a majority of the votes cast at the Annual Meeting in person or by proxy by holders of shares of Avangrid Common Stock at the close of business on the Record Date.

•

Proposal Five—The Adjournment Proposal. Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast at the Annual Meeting in person or by proxy by holders of shares of Avangrid Common Stock at the close of business on the Record Date.

For more information, see “The Annual Meeting—Required Votes” beginning on page 119.

No Appraisal Rights for Avangrid Common Shareholders (Page 115)

Under the NYBCL, holders of shares of Avangrid Common Stock are not entitled to exercise any appraisal or dissenters’ rights in connection with the Merger. For more information, see “Special Factors—No Appraisal Rights for Avangrid Common Shareholders” beginning on page 115.

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