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IDA > SEC Filings for IDA > Form 8-K on 21-May-2012All Recent SEC Filings

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Form 8-K for IDACORP INC


21-May-2012

Material Modification to Rights of Security Holders, Change in Directors or Principal


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:

                                                                                 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

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       -

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

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

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.

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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