8-K

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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): July 21, 2015

Oglethorpe Power Corporation
(An Electric Membership Corporation)
(Exact name of Registrant as specified in its charter)

GEORGIA (State or other jurisdiction of incorporation)	000-53908 (Commission File Number)	58-1211925 (I.R.S. Employer Identification No.)
2100 East Exchange Place Tucker, Georgia (Address of principal executive offices)		30084-5336 (Zip Code)
Registrant's telephone number, including area code		(770) 270-7600

None
(Former name or former address, if changed since last report)

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:

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

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 July 21, 2015, Mr. Benny W. Denham, 84, Chairman of the Board and an at-large director, retired from our board of directors for personal reasons. Mr. Denham had served on our board since 1988, and we are grateful for his leadership and dedicated service to Oglethorpe and its members over this time.

        In light of Mr. Denham's departure, our board of directors appointed Mr. Marshall S. Millwood, who previously served as Vice-Chairman of the Board, as interim Chairman of the Board. Mr. Millwood will serve as interim Chairman until such time that our board takes action to elect a successor Chairman. The timing of this election is at our board's discretion; however, it must occur no later than our board's first meeting following the next annual meeting of our members, both of which are scheduled for March 2016.

        Mr. Denham's former position as an at-large director is now vacant. Our board may appoint an interim at-large director who would serve until our members elect a new director, which must occur no later than the March 2016 annual meeting of our members.

        For additional information regarding our board of directors and election procedures, see "DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE" in our annual report on Form 10-K for the fiscal year ended December 31, 2014, filed March 26, 2015.

Item 7.01    Regulation FD Disclosure

        On July 23, 2015, we issued a press release regarding Mr. Denham's retirement. The press release is furnished herewith as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits

(a)

Not applicable.

(b)

Not applicable.

(c)

Not applicable.

(d)

Exhibits

Exhibit No.		Description
	99.1	Press Release issued on July 23, 2015.

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SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION)
Date: July 23, 2015	By:	/s/ MICHAEL L. SMITH Michael L. Smith President and Chief Executive Officer

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 7.01 Regulation FD Disclosure
Item 9.01 Financial Statements and Exhibits

SIGNATURE

EX-99.1

Exhibit 99.1

NEWS

R E L E A S E

Contact:	Yvonne Jordan
Phone Number:	770-270-7229
E-mail:	yvonne.jordan@opc.com

DENHAM RETIRES FROM OGLETHORPE POWER BOARD

Millwood to step in as interim Chairman

TUCKER, GA (Thursday, July 23, 2015) — Oglethorpe Power Corporation announced today that Benny W. Denham, of Irwin EMC, has officially resigned from his post as an Oglethorpe Power Director and Chairman of the Board, effective immediately. In his statement Denham explained that he is stepping down for personal reasons.

Denham has been Chairman for the last 12 years and has served on the Oglethorpe Power Board since December 1988. In that time, he has worked hard to pursue the interests of the company in an effort to bring value to Electric Membership Corporations (EMCs) across the state of Georgia.

“It has been my sincere pleasure to have served as Oglethorpe Power’s Board Chairman,” said Denham.  “I could not have asked for a more supportive team of colleagues and will treasure the friendships I have cultivated over the years. I am proud of what our Board has accomplished on behalf of Oglethorpe Power, its employees and our Member EMCs, and I am grateful to have been part of the experience. ”

According to Oglethorpe Power’s President and CEO, Michael L. Smith, “Benny Denham has been a cornerstone of the success of Oglethorpe Power over the last three decades, and we wish him tremendous joy in his future endeavors. His great inspirational leadership will truly be missed.”

Oglethorpe Power Corporation · 2100 East Exchange Place · Tucker, GA 30084-5336

Phone 770-270-7600    Fax 770-270-7872

   A member of the National Rural Electric Cooperative Association

The Board of Directors at Oglethorpe Power Corp. has elected Marshall S. Millwood, of Sawnee EMC, as Interim Board Chairman. Millwood has served on Oglethorpe Power’s Board of Directors since 2003 and has been the Board’s Vice Chairman for the past three years. In addition, he had served on Oglethorpe Power’s Audit Committee and Construction Project Committee for several consecutive years, and since March 2012, has served on the corporation’s Compensation Committee as Committee Chairman.

“We offer Marshall our congratulations and are excited about his appointment as Oglethorpe Power’s interim chairman. We look forward to his leadership,” said Smith.

About Oglethorpe Power

Oglethorpe is one of the nation’s largest power supply cooperatives with more than $9.5 billion in assets serving 38 Electric Membership Corporations which, collectively, provide electricity to more than 4.2 million Georgia citizens. A proponent of conscientious energy development and use, Oglethorpe balances reliable and affordable energy with environmental responsibility and has an outstanding record of regulatory compliance. Its diverse energy portfolio includes natural gas, hydroelectric, coal and nuclear generating plants with a combined summer planning reserve capacity of approximately 7,800 megawatts, as well as purchased power. Oglethorpe was established in 1974 and is owned by its 38 Member Systems. It is headquartered in Tucker, Georgia.

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