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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): September 16, 2020
_______________________
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| | | | | | | | |
| | 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, | Idaho | 83702-5627 | |
| |
| (208) | 338-2200 | |
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 (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
|
| | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock | IDA | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
□
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
On September 16, 2020, the boards of directors of IDACORP, Inc. (IDACORP) and Idaho Power Company (Idaho Power) appointed Odette Bolano as a member of the boards of directors, effective immediately, to serve until the next annual meeting of IDACORP shareholders scheduled to be held in May 2021. Ms. Bolano will be subject to annual election thereafter. Ms. Bolano was also appointed to the audit committees of the boards of directors in connection with her initial appointment as a director.
Ms. Bolano, age 60, has served as President and Chief Executive Officer of the Saint Alphonsus Regional Medical Center (St. Alphonsus) since August 2018 and as President of St. Alphonsus since December 2015. Before joining St. Alphonsus, Ms. Bolano served as the Senior Vice President and Area Manager, Kaiser Permanente - East Bay in Oakland, California from July 2014 to December 2015, where she oversaw two hospitals. She does not serve on any other public company board of directors.
The IDACORP Board of Directors has determined that Ms. Bolano is independent and financially literate under the applicable listing standards of the New York Stock Exchange. There is no arrangement or understanding between Ms. Bolano and any other person pursuant to which she was elected as a director of IDACORP or Idaho Power. Although Saint Alphonsus Medical Center is a customer of Idaho Power, the IDACORP Board of Directors has determined that there are no related person transactions between Idaho Power and Saint Alphonsus Medical Center as defined under Item 404(a) of Regulation S-K.
In connection with her appointment to the boards of directors, on or about October 1, 2020, Ms. Bolano will receive a prorated 2020 stock grant of approximately $36,666 in value of IDACORP common stock in accordance with the terms of the IDACORP, Inc. Non-Employee Directors Stock Compensation Plan, as amended (Director Stock Plan). A copy of the Director Stock Plan has been previously filed with the Securities and Exchange Commission (File No. 1-14465, 1-3198) as Exhibit 10.19 to the Form 10-K for the year ended December 31, 2019, filed on February 20, 2020. Other elements of Ms. Bolano's compensation for service as a member of the boards of directors will be consistent with those disclosed in IDACORP's Schedule 14A definitive proxy statement, prorated for a partial year of service in 2020.
Also in connection with her appointment to the boards of directors, Ms. Bolano and IDACORP executed a director indemnification agreement that provides, among other things, that IDACORP will indemnify and hold Ms. Bolano harmless for losses and expenses resulting from claims arising out of, or related to, the fact that she is or was a director of IDACORP or its subsidiaries (including Idaho Power). The form of indemnification agreement has been previously filed with the Securities and Exchange Commission (File No. 1-14465, 1-3198) as Exhibit 10(h)(xx) to the Form 10-Q for the quarter ended September 30, 2006, filed on November 2, 2006.
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: September 16, 2020
IDACORP, INC.
By: /s/ Lisa A. Grow
Lisa A. Grow
President and Chief Executive Officer
IDAHO POWER COMPANY
By: /s/ Lisa A. Grow
Lisa A. Grow
President and Chief Executive Officer