0001057877-14-000128.txt : 20140521 0001057877-14-000128.hdr.sgml : 20140521 20140520181712 ACCESSION NUMBER: 0001057877-14-000128 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140515 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20140521 DATE AS OF CHANGE: 20140520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IDACORP INC CENTRAL INDEX KEY: 0001057877 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 820505802 STATE OF INCORPORATION: ID FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14465 FILM NUMBER: 14859111 BUSINESS ADDRESS: STREET 1: 1221 WEST IDAHO STREET CITY: BOISE STATE: ID ZIP: 83702-5627 BUSINESS PHONE: 2083882200 MAIL ADDRESS: STREET 1: PO BOX 70 STREET 2: 1221 WEST IDAHO STREET CITY: BOISE STATE: ID ZIP: 83702-5627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IDAHO POWER CO CENTRAL INDEX KEY: 0000049648 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 820130980 STATE OF INCORPORATION: ID FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03198 FILM NUMBER: 14859112 BUSINESS ADDRESS: STREET 1: 1221 W IDAHO ST STREET 2: PO BOX 70 CITY: BOISE STATE: ID ZIP: 83702 BUSINESS PHONE: 2083882200 MAIL ADDRESS: STREET 1: PO BOX 70 STREET 2: 1221 W IDAHO STREET CITY: BOISE STATE: ID ZIP: 83702-5627 8-K 1 form8-kxmay152014.htm 8-K Form 8-K - May 15, 2014


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 15, 2014
_______________________

 
 
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.

Effective immediately prior to the 2014 Annual Meeting of Shareholders (the "2014 Annual Meeting") of IDACORP, Inc. ("IDACORP") held in Boise, Idaho on May 15, 2014, Mr. C. Stephen Allred retired from the boards of directors of IDACORP and its primary subsidiary, Idaho Power Company ("Idaho Power"). Mr. Allred's retirement was in accordance with IDACORP's and Idaho Power's bylaws and corporate governance guidelines, which impose a mandatory director retirement age of 72. Mr. Allred served with distinction as a member of the boards of directors of IDACORP and Idaho Power since 2009.

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

At the 2014 Annual Meeting, three proposals were submitted to shareholders as described in IDACORP's definitive proxy statement, dated April 2, 2014, relating to the 2014 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
36,779,423
355,040
6,117,447
Thomas Carlile
36,747,632
386,831
6,117,447
Richard J. Dahl
36,223,012
911,452
6,117,447
Ronald W. Jibson
36,697,011
437,452
6,117,447
Judith A. Johansen
36,761,912
372,551
6,117,447
Dennis L. Johnson
36,769,023
365,440
6,117,447
J. LaMont Keen
36,773,260
361,204
6,117,447
Joan H. Smith
36,742,806
391,658
6,117,447
Robert A. Tinstman
36,681,805
452,658
6,117,447
Thomas J. Wilford
36,739,045
395,418
6,117,447
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 2014 Annual Meeting. All of IDACORP’s nominees were elected, with each nominee receiving a plurality of the votes cast. In addition, then incumbent directors whose terms of office continued after the 2014 Annual Meeting were Christine King and Jan B. Packwood. 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
 
35,750,746
1,022,558
361,160
6,117,447
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, 2014
For
Against
Abstentions
Broker Non-Votes
 
42,734,573
319,962
197,375
—
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 20, 2014
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