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IDA > SEC Filings for IDA > Form 8-K on 20-Mar-2014All Recent SEC Filings

Show all filings for IDACORP INC

Form 8-K for IDACORP INC


Change in Directors or Principal Officers

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 19, 2014, the boards of directors of IDACORP, Inc. ("IDACORP") and Idaho Power Company ("Idaho Power") appointed Thomas E. Carlile as a director, effective immediately, to serve until the next annual meeting of shareholders scheduled to be held in May 2014. Mr. Carlile will be subject to annual election.

Mr. Carlile, age 62, has served as the chief executive officer and a director of Boise Cascade Company since February 2013. Formerly, Mr. Carlile was the chief executive officer and a director of Boise Cascade LLC from August 2009 to February 2013, and was executive vice president and chief financial officer from February 2008 to August 2009.

The boards of directors of IDACORP and Idaho Power have determined that Mr. Carlile is independent under the applicable listing standards of the New York Stock Exchange. There is no arrangement or understanding between Mr. Carlile and any other person pursuant to which he was elected as a director of IDACORP or Idaho Power. Additionally, there is no transaction between Mr. Carlile and IDACORP or Idaho Power that would require disclosure under Item 404(a) of Regulation S-K.

In connection with his appointment to the boards of directors, on April 1, 2014, Mr. Carlile will receive a prorated stock payment of approximately $62,500 in value of IDACORP common stock in accordance with the terms of the IDACORP, Inc. Non-Employee Director Stock Compensation Plan, as amended ("Director Stock Plan"). A copy of the Director Stock Plan has been previously filed with the Securities and Exchange Commission (File No. 1-14456, 1-3198) as Exhibit 10.31 to the Form 10-K for the year ended December 31, 2013, filed on February 20, 2014. Other elements of his compensation as a member of the boards of directors will be consistent with the compensation received by other non-employee members of the boards of directors, as disclosed in IDACORP's Schedule 14A definitive proxy statement, prorated for a partial year of service in 2014.

Also in connection with his appointment to the boards of directors, Mr. Carlile and IDACORP executed a director indemnification agreement that provides, among other things, that IDACORP will indemnify and hold Mr. Carlile harmless for losses and expenses resulting from claims arising out of, or related to, the fact that he is or was a director of IDACORP or its subsidiaries. The form of indemnification agreement has been previously filed with the Securities and Exchange Commission (File No. 1-14465, 1-3198) as Exhibit 10(h)(xx) to the Form 10-Q for the quarter ended September 30, 2006, filed on November 2, 2006.

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