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| IDA > SEC Filings for IDA > Form 8-K on 21-May-2012 | All Recent SEC Filings |
21-May-2012
Material Modification to Rights of Security Holders, Change in Directors or Principal
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.
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.
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.
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:
Broker
Proposal to elect four directors for three-year terms For Withheld Non-Votes
C. Stephen Allred 36,357,197 537,171 6,523,898
Christine King 36,041,590 852,778 6,523,898
Gary G. Michael 36,287,571 606,797 6,523,898
Jan B. Packwood 36,303,198 591,170 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.
Proposal to ratify the appointment of
Deloitte & Touche LLP as IDACORP's
independent registered public accounting Broker
firm for the year ending December 31, 2012 For Against Abstentions Non-Votes
42,901,488 320,432 196,346 -
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The proposal was approved, with the votes cast in favor exceeding the votes cast against the proposal.
Advisory resolution to approve executive Broker
compensation For Against Abstentions Non-Votes
34,126,409 1,749,530 1,018,429 6,523,898
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The proposal was approved, with the votes cast in favor exceeding the votes cast
against the proposal.
Proposal to amend IDACORP, Inc.'s articles
of incorporation, as amended, to eliminate
the classification of the IDACORP, Inc. Broker
board of directors For Against Abstentions Non-Votes
35,965,188 704,639 224,541 6,523,898
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The proposal was approved, with the votes cast in favor exceeding the votes cast against the proposal.
(d) Exhibits. The following exhibits are being furnished as part of this report.
Exhibit
Number Description
3.13 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
3.14 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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