UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, 2012
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Exact name of registrants as specified in
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Commission
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their charters, address of principal executive
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IRS Employer
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File Number
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offices and registrants' telephone number
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Identification Number
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1-14465
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IDACORP, Inc.
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82-0505802
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1-3198
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Idaho Power Company
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82-0130980
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1221 W. Idaho Street
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Boise, ID 83702-5627
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(208) 388-2200
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State or Other Jurisdiction of Incorporation: Idaho
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Former name, former address and former fiscal year, if changed since last report: None.
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_______________________
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.03 Material Modifications to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
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 2012 annual meeting of shareholders (the "2012 Annual Meeting") of IDACORP, Inc. ("IDACORP") held in Boise, Idaho on May 17, 2012, Mr. Richard G. Reiten retired from the boards of directors of IDACORP and its primary subsidiary, Idaho Power Company ("Idaho Power"). Mr. Reiten's retirement was in accordance with IDACORP's and Idaho Power's bylaws and corporate governance guidelines, which impose a mandatory retirement age of 72. Mr. Reiten served with distinction as a member of the boards of directors of IDACORP and Idaho Power since 2004. Upon Mr. Reiten’s retirement, the boards of directors of IDACORP and Idaho Power will each consist of 10 members.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the 2012 Annual Meeting, IDACORP's shareholders approved an amendment to IDACORP's articles of incorporation, as amended, as described in IDACORP's definitive proxy statement, dated April 6, 2012, relating to the 2012 Annual Meeting (the "2012 Proxy Statement"). The amendment provides for declassification of IDACORP's board of directors, phased-in over a three year period commencing at the 2013 annual meeting of shareholders. On May 18, 2012, IDACORP filed articles of amendment (the "IDACORP Articles of Amendment") to its articles of incorporation, as amended, with the Secretary of State of the State of Idaho, setting forth provisions to eliminate the classification of the IDACORP board of directors. A copy of the IDACORP Articles of Amendment are filed as Exhibit 3.13 to this Current Report on Form 8-K and incorporated herein by reference. This description of the IDACORP Articles of Amendment is qualified in its entirety by reference to such exhibit.
On May 18, 2012, Idaho Power filed articles of amendment (the "Idaho Power Articles of Amendment") to its restated articles of incorporation, as amended, with the Secretary of State of the State of Idaho, setting forth provisions to eliminate the classification of the Idaho Power board of directors. A copy of the Idaho Power Articles of Amendment are included as Exhibit 3.14 to this Current Report on Form 8-K and incorporated herein by reference. This description of the Idaho Power Articles of Amendment is qualified in its entirety by reference to such exhibit.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2012 Annual Meeting, four proposals were submitted to shareholders as described in the 2012 Proxy Statement. The proposals and the results of the shareholder votes were as follows:
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Proposal to elect four directors for three-year terms
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For
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Withheld
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Broker Non-Votes
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C. Stephen Allred
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36,357,197
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537,171
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6,523,898
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Christine King
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36,041,590
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852,778
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6,523,898
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Gary G. Michael
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36,287,571
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606,797
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6,523,898
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Jan B. Packwood
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36,303,198
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591,170
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6,523,898
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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 2012 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 2012 Annual Meeting were as follows: Richard J. Dahl, Judith A. Johansen, J. LaMont Keen, Joan H. Smith, Robert A. Tinstman, and Thomas J. Wilford.
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Proposal to ratify the appointment of Deloitte & Touche LLP as IDACORP’s independent registered public accounting firm for the year ending December 31, 2012
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For
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Against
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Abstentions
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Broker Non-Votes
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42,901,488
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320,432
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196,346
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—
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The proposal was approved, with the votes cast in favor exceeding the votes cast against the proposal.
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Advisory resolution to approve executive compensation
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For
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Against
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Abstentions
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Broker Non-Votes
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34,126,409
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1,749,530
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1,018,429
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6,523,898
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The proposal was approved, with the votes cast in favor exceeding the votes cast against the proposal.
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Proposal to amend IDACORP, Inc.'s articles of incorporation, as amended, to eliminate the classification of the IDACORP, Inc. board of directors
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For
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Against
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Abstentions
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Broker Non-Votes
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35,965,188
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704,639
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224,541
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6,523,898
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The proposal was approved, with the votes cast in favor exceeding the votes cast against the proposal.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
. The following exhibits are being furnished as part of this report.
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Exhibit
Number
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Description
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3.13
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Articles of Amendment to the Articles of Incorporation, as amended, of IDACORP, Inc., as filed with the Secretary of State of the State of Idaho on May 18, 2012
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3.14
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Articles of Amendment to the Restated Articles of Incorporation, as amended, of Idaho Power Company, as filed with the Secretary of State of the State of Idaho on May 18, 2012
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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 21, 2012
IDACORP, INC.
By:
/s/ Darrel T. Anderson
Darrel T. Anderson
Executive Vice President - Administrative Services and Chief Financial Officer
IDAHO POWER COMPANY
By:
/s/ Darrel T. Anderson
Darrel T. Anderson
President and Chief Financial Officer
EXHIBIT INDEX
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Exhibit
Number
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Description
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3.13
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Articles of Amendment to the Articles of Incorporation, as amended, of IDACORP, Inc., as filed with the Secretary of State of the State of Idaho on May 18, 2012
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3.14
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Articles of Amendment to the Restated Articles of Incorporation, as amended, of Idaho Power Company, as filed with the Secretary of State of the State of Idaho on May 18, 2012
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Exhibit 3.13
IDACORP, INC.
ARTICLES OF AMENDMENT
1.
The name of the corporation is IDACORP, Inc. (the “Corporation”).
2.
The Corporation is hereby amending Article VI, Section 2 of the Articles of Incorporation of the Corporation to read as follows (the “Amendment”):
“Section 2.
Terms
. At the first Annual Meeting of Shareholders, the Board of Directors shall be divided into three classes as nearly equal in number as possible, unless otherwise provided by any applicable law. The initial term of office of each director in the first class shall expire at the first following Annual Meeting of Shareholders; the initial term of office of each director in the second class shall expire at the second following Annual Meeting of Shareholders; and the initial term of office of each director in the third class shall expire at the third following Annual Meeting of Shareholders. At each annual election commencing at the Annual Meeting of Shareholders after such classification, the successors to the class of directors whose term expires at that time shall be elected to hold office for a term of three years;
provided, however
, that at each annual election commencing at the 2013 Annual Meeting of Shareholders, the successors to the class of directors whose term expires at that time shall be elected to hold office for a term of one year. Commencing with the 2015 Annual Meeting of Shareholders, the division of the Board of Directors into three classes shall terminate and all directors shall be of one class elected annually.”
3.
The date of adoption of the Amendment was May 17, 2012.
4.
Approval by the board of directors and shareholders of the Corporation was required for the Amendment, and the board of directors and shareholders of the Corporation duly adopted the Amendment as required by Title 30, Chapter 1 of the Idaho Code and by the Articles of Incorporation of the Corporation, on May 17, 2012.
IN WITNESS WHEREOF, the undersigned has signed these Articles of Amendment this 17
th
day of May, 2012.
IDACORP, Inc.
By:
/s/ Patrick A. Harrington
Patrick A. Harrington
Secretary
Exhibit 3.14
IDAHO POWER COMPANY
ARTICLES OF AMENDMENT
1.
The name of the corporation is Idaho Power Company (the “Corporation”).
2.
The Corporation is hereby amending Article 4, Section (a) of the Restated Articles of Incorporation, as amended, of the Corporation to read as follows (the “Amendment”):
“
ARTICLE 4. DIRECTORS
. (a) The number of directors constituting the Board of Directors of the Corporation shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by the affirmative vote of a majority of the directors, but the number of directors shall be no less than 9 and no greater than 15. The number of directors may be increased or decreased, beyond the limits set forth above, only by an amendment to the Restated Articles of Incorporation of the Corporation pursuant to Article 10 of the Restated Articles of Incorporation of the Corporation.
The Board of Directors shall be divided into three classes as nearly equal in number as possible, unless otherwise provided by applicable law. The initial term of office of each director in the first class shall expire at the first following annual meeting of shareholders; the initial term of office of each director in the second class shall expire at the second following annual meeting of shareholders; and the initial term of office of each director in the third class shall expire at the third following annual meeting of shareholders. At each annual election commencing at the annual meeting of shareholders after such classification, the successors to the class of directors whose term expires at that time shall be elected to hold office for a term of three years;
provided, however
, that at each annual election commencing at the 2013 annual meeting of shareholders, the successors to the class of directors whose term expires at that time shall be elected to hold office for a term of one year. Commencing with the 2015 annual meeting of shareholders, the division of the Board of Directors into three classes shall terminate and all directors shall be of one class elected annually. Each director shall hold office for the term for which he or she is elected or appointed and until his or her successor shall be elected and qualified or until his or her death, or until he or she shall resign or be removed;
provided, however
, that no person who will be seventy-two (72) years of age or more on or before the annual meeting shall be nominated to the Board of Directors, and any director who reaches the age of seventy-two (72) shall be automatically retired from the Board immediately prior to the first annual meeting of shareholders that follows attainment of age seventy-two (72).
In the event of any increase or decrease in the authorized number of directors, (i) each director then serving as such shall nevertheless continue as a director of the class of which he or she is a member until the expiration of his or her current term, or his or her earlier resignation, removal from office or death and (ii) the newly created or eliminated directorships resulting from such increase or decrease shall be apportioned by the Board of Directors among the classes of directors so as to maintain such classes as nearly equal in number as possible.”
The remaining sections of Article 4 are unchanged.
3.
The date of adoption of the Amendment was May 17, 2012.
4.
Approval by the board of directors and the sole shareholder of the Corporation was required for the Amendment, and the board of directors and the sole shareholder of the Corporation duly adopted the Amendment as required by Title 30, Chapter 1 of the Idaho Code and by the Articles of Incorporation of the Corporation, on May 17, 2012.
IN WITNESS WHEREOF, the undersigned has signed these Articles of Amendment this 17
th
day of May, 2012.
IDAHO POWER COMPANY
By:
/s/ Patrick A. Harrington
Patrick A. Harrington
Secretary