Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2021 annual meeting (the "Annual Meeting") of the shareholders of Avangrid, Inc. (the "Corporation"), the Corporation's shareholders voted to approve an amendment to the Avangrid, Inc. Amended and Restated Omnibus Incentive Plan (the "Omnibus Incentive Plan Amendment"). The Omnibus Incentive Plan Amendment was approved by the Corporation's Board of Directors (the "Board") on February 16, 2021, to increase the individual share limit for equity-based awards under the plan from 250,000 shares to 300,000 shares of the Corporation's common stock and to make certain additional immaterial administrative changes, subject to approval by our shareholders at the Annual Meeting (the plan, as amended by the Omnibus Incentive Plan Amendment, the"Omnibus Incentive Plan").

A brief summary of the Omnibus Incentive Plan, as amended by the Omnibus Incentive Plan Amendment, is included under "Proposal 4: Approval of the Amendment to the Avangrid, Inc. Amended and Restated Incentive Plan" in the Corporation's 2021 Notice of Annual Meeting and Proxy Statement that was filed with the Securities and Exchange Commission on April 16, 2021 (the "Corporation's Proxy Statement"). Such summary is qualified in its entirety by reference to the Omnibus Incentive Plan, a copy of which was filed as Annex B to the Corporation's Proxy Statement and is incorporated herein by reference as Exhibit 10.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on June 1, 2021. The record date for the Annual Meeting was April 5, 2021, and as of the record date the Corporation had 309,491,082 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 302,617,556 shares of common stock were represented in person or by proxy.

The final results of voting on each of the matters submitted to a vote of security holders at the Annual Meeting are as follows:

Proposal 1 - Election of Directors. Each of the director nominees was elected to serve until the next annual meeting of shareholders, and until their successors are duly elected and qualified, by the votes set forth below:



           Nominee                 For         Against      Abstain     Broker Non-Votes
      Ignacio S. Galán         281,602,160    12,834,905       0           8,180,491
        John Baldacci          284,560,098    9,876,967        0           8,180,491
      Dennis V. Arriola        286,245,593    8,191,472        0           8,180,491
     Daniel Alcain Lopéz       284,676,062    9,761,003        0           8,180,491
    Pedro Azagra Blázquez      284,568,564    9,868,501        0           8,180,491
        Robert Duffy           293,287,437    1,149,628        0           8,180,491
       Teresa Herbert          293,409,632    1,027,433        0           8,180,491
       Patricia Jacobs         291,551,907    2,885,158        0           8,180,491
         John Lahey            289,028,305    5,408,760        0           8,180,491
 José Ángel Marra Rodríquez    284,542,583    9,894,482        0           8,180,491
  Santiago Martinez Garrido    284,658,636    9,778,429        0           8,180,491
      José Sáinz Armada        283,640,610    10,796,455       0           8,180,491
        Alan Solomont          292,773,683    1,663,382        0           8,180,491
       Elizabeth Timm          293,398,014    1,039,051        0           8,180,491

Proposal 2 - Ratification of Independent Auditors. The selection of KPMG LLP as the Corporation's independent registered public accounting firm for the fiscal year ending December 31, 2021, was ratified, by the votes set forth below:



     For         Against     Abstain     Broker Non-Votes
 302,339,887     162,893     114,776            -






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Proposal 3 - Advisory Vote on Executive Compensation. The compensation of the Corporation's named executive officers was approved, on a non-binding, advisory basis, by the votes set forth below:



     For         Against     Abstain     Broker Non-Votes
 290,769,030    3,288,880    379,155        8,180,491

Proposal 4 - Amendment to the Avangrid, Inc. Amended and Restated Omnibus Incentive Plan. The amendment to the Avangrid, Inc. Amended and Restated Omnibus Incentive Plan was approved by the votes set forth below:

For Against Abstain Broker Non-Votes

291,913,398 2,012,126 511,541 8,180,491

Item 9.01 Financial Statements and Exhibits



(d)   Exhibits.


  Exhibit
    No.             Description
10.1                  Avangrid, Inc. Amended and Restated Omnibus Incentive Plan  .
104                 Cover page Interactive Data File (embedded within the Inline XBRL document)



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