8-K 1 form8-kxmay232016.htm FORM 8-K - MAY 23, 2016 SEC Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 8-K
_______________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 17, 2016
_______________________

 
 
Exact name of registrants as specified in
 
 
Commission
 
their charters, address of principal executive
 
IRS Employer
File Number
 
offices and registrants' telephone number
 
Identification Number
1-14465
 
IDACORP, Inc.
 
82-0505802
1-3198
 
Idaho Power Company
 
82-0130980
 
 
1221 W. Idaho Street
 
 
 
 
Boise, ID 83702-5627
 
 
 
 
(208) 388-2200
 
 
State or Other Jurisdiction of Incorporation:  Idaho
 
 
Former name, former address and former fiscal year, if changed since last report: None.
_______________________

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:
□ 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))
 
 






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

On May 17, 2016, Daniel B. Minor, IDACORP, Inc.'s ("IDACORP") and Idaho Power Company's ("Idaho Power") Executive Vice President, announced that he would retire from IDACORP and Idaho Power effective July 1, 2016. No elements of Mr. Minor’s compensation or benefit arrangements were changed in connection with his announced retirement. 

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

At the 2016 Annual Meeting of Shareholders ("2016 Annual Meeting") of IDACORP held on May 19, 2016, three proposals were submitted to shareholders as described in IDACORP's definitive proxy statement, dated April 1, 2016, relating to the 2016 Annual Meeting. The proposals and the results of the shareholder votes were as follows:
Proposal to elect ten directors for one-year terms
For
Withheld
Broker Non-Votes
Darrel T. Anderson
38,061,177
186,893
5,338,356
Thomas E. Carlile
38,056,835
191,235
5,338,356
Richard J. Dahl
38,043,646
204,424
5,338,356
Ronald W. Jibson
36,733,765
1,514,305
5,338,356
Judith A. Johansen
38,050,317
197,753
5,338,356
Dennis L. Johnson
38,041,194
206,876
5,338,356
J. LaMont Keen
38,021,146
226,923
5,338,356
Christine King
36,590,132
1,657,938
5,338,356
Richard J. Navarro
38,056,795
191,275
5,338,356
Robert A. Tinstman
37,966,972
281,098
5,338,356
The nominations were made by the IDACORP Board of Directors. The nominees were current members of the IDACORP Board of Directors at the date of the 2016 Annual Meeting. All of IDACORP’s nominees were elected, with each nominee receiving a plurality of the votes cast. All members of the IDACORP Board of Directors are also members of the Idaho Power Board of Directors.
Advisory resolution to approve executive compensation
For
Against
Abstentions
Broker Non-Votes
 
37,248,989
773,870
225,200
5,338,367
The proposal was approved, with the votes cast in favor exceeding the votes cast against the proposal.
Proposal to ratify the appointment of Deloitte & Touche LLP as IDACORP’s independent registered public accounting firm for the year ending December 31, 2016
For
Against
Abstentions
Broker Non-Votes
 
43,247,465
262,894
76,066
—
The proposal was approved, with the votes cast in favor exceeding the votes cast against the proposal.





SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
Dated:  May 23, 2016
IDACORP, INC.
By:   /s/ Darrel T. Anderson
Darrel T. Anderson
President and Chief Executive Officer
 
  
IDAHO POWER COMPANY
By:   /s/ Darrel T. Anderson
Darrel T. Anderson
President and Chief Executive Officer