Form 8-K - 2015 Annual Meeting


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 21, 2015
_______________________

 
 
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 2015 Annual Meeting of Shareholders (the "2015 Annual Meeting") of IDACORP, Inc. ("IDACORP") held in Boise, Idaho on May 21, 2015, Mr. Jan Packwood, Ms. Joan Smith, and Mr. Tom Wilford retired from the boards of directors of IDACORP and its primary subsidiary, Idaho Power Company ("Idaho Power"). Mr. Packwood's, Ms. Smith's, and Mr. Wilford's retirements were in accordance with IDACORP's and Idaho Power's bylaws and corporate governance guidelines, which impose a mandatory director retirement age of 72. Contemporaneous with his retirement from the boards of directors of IDACORP and Idaho Power, Mr. Packwood retired from the boards of directors of IDACORP Financial Services, Inc. and Ida-West Energy Company, which are subsidiaries of IDACORP.

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

At the 2015 Annual Meeting, five proposals were submitted to shareholders as described in IDACORP's definitive proxy statement, dated April 3, 2015, relating to the 2015 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
38,212,285
317,699
5,612,944
Thomas E. Carlile
38,181,301
348,683
5,612,944
Richard J. Dahl
38,174,836
355,148
5,612,944
Ronald W. Jibson
38,110,364
419,620
5,612,944
Judith A. Johansen
38,176,763
353,221
5,612,944
Dennis L. Johnson
38,171,469
358,515
5,612,944
J. LaMont Keen
38,163,463
366,521
5,612,944
Christine King
38,068,497
461,487
5,612,944
Richard J. Navarro
38,184,725
345,259
5,612,944
Robert A. Tinstman
38,126,224
403,760
5,612,944
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 2015 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
 
36,649,595
1,496,906
383,483
5,612,944
The proposal was approved, with the votes cast in favor exceeding the votes cast against the proposal.
Re-approval of the IDACORP 2000 Long-Term Incentive and Compensation Plan for purposes of Internal Revenue Code Section 162(m)
For
Against
Abstentions
Broker Non-Votes
 
37,216,241
977,292
336,450
5,612,944
The proposal was approved, with the votes cast in favor exceeding the votes cast against the proposal.
Re-approval of the IDACORP Executive Incentive Plan for purposes of Internal Revenue Code Section 162(m)
For
Against
Abstentions
Broker Non-Votes
 
37,579,830
572,430
377,723
5,612,944
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, 2015
For
Against
Abstentions
Broker Non-Votes
 
43,649,909
328,597
164,421
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 26, 2015
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