8-K for 2011 Annual Meeting Results and Pension Approval (00059574).DOC

 

 

 

 

 

 

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 19, 2011

 

 

 

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

 

None

Former name or former address, if changed since last report.

 

 

 

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 5.07  Submission of Matters to a Vote of Security Holders.

 

On May 19, 2011, IDACORP, Inc. (“IDACORP”) held its Annual Meeting of Shareholders (“Annual Meeting”) at IDACORP’s executive offices located in Boise, Idaho.  Five proposals were submitted to shareholders as described in the Proxy Statement for the Annual Meeting.  The proposals and the results of the shareholder votes are as follows:

 

Proposal to elect four directors for three-year terms

 

 

Broker

 

For

Withheld

Non-Votes

Richard J. Dahl

34,393,993

903,909

7,231,287

Richard G. Reiten

34,173,170

1,124,732

7,231,287

Joan H. Smith

34,353,618

944,284

7,231,287

Thomas J. Wilford

34,359,932

937,970

7,231,287

 

The nominations were made by the board of directors.  The nominees were current members of the board of directors at the date of the 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 Annual Meeting were as follows:  Judith A. Johansen, J. LaMont Keen, Robert A. Tinstman, C. Stephen Allred, Christine King, Gary G. Michael, and Jan B. Packwood.

 

Proposal to ratify the appointment of Deloitte &

 

 

 

 

 

Touche LLP as IDACORP’s independent registered

 

 

 

 

 

public accounting firm for the fiscal year ending

 

 

 

Broker

 

December 31, 2011

For

Against

Abstentions

Non-Votes

 

41,935,971

491,678

101,540

-

 

The proposal was approved, with the votes cast in favor exceeding the votes cast against the proposal.

 

Proposal to approve an advisory vote on executive

 

 

 

Broker

 

compensation

For

Against

Abstentions

Non-Votes

 

33,107,403

1,900,466

290,033

7,231,287

 

The proposal was approved, with the votes cast in favor exceeding the votes cast against the proposal.

 

Proposal to approve an advisory vote on the

 

 

 

 

 

 

frequency of future advisory votes on executive

 

 

 

 

Broker

 

compensation

One Year

Two Years

Three Years

Abstentions

Non-Votes

 

30,797,554

242,839

4,017,521

239,988

7,231,287

 

The frequency of every “One Year” received the highest number of votes cast on the proposal.  Regulations of the Securities and Exchange Commission provide that IDACORP must hold the advisory vote on the frequency of future advisory votes on executive compensation at least once every six years.  In light of the board of director’s recommendation in the Proxy Statement for the Annual Meeting and in light of these voting results and other relevant factors, IDACORP’s board of directors, at its May 19, 2011 meeting, determined that IDACORP will hold an annual advisory vote on executive compensation, and has adopted a policy consistent with this determination.  IDACORP will continue to hold annual advisory votes until IDACORP’s board of directors decides to hold the next shareholder advisory vote on the frequency of future advisory votes on executive compensation.

 

 

 


 


 

 

 

 

 

Shareholder proposal requesting that the board of

 

 

 

 

 

directors take the steps necessary to eliminate

 

 

 

 

 

classification of terms of the board of directors to

 

 

 

 

 

require that all directors stand for election

 

 

 

Broker

 

annually

For

Against

Abstentions

Non-Votes

 

29,790,397

5,253,350

254,155

7,231,287

 

The proposal was approved, with the votes cast in favor exceeding the votes cast against the proposal.

 

Item 8.01  Other Events

 

On March 15, 2011, Idaho Power Company (“Idaho Power”) filed an application with the Idaho Public Utilities Commission (“IPUC”) requesting an increase in base rates of $11.7 million per year to recover the Idaho-allocated portion of Idaho Power’s 2010 cash contributions to its defined benefit pension plan.  On May 19, 2011, the IPUC approved Idaho Power’s application, with new rates to become effective on June 1, 2011.

 

 

 


 


 

 

 

 

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 23, 2011

 

IDACORP, Inc.

 

By:  /s/ J. LaMont Keen

J. LaMont Keen

President and Chief Executive Officer

 

 

 

IDAHO POWER COMPANY

 

By:  /s/ J. LaMont Keen

J. LaMont Keen

President and Chief Executive Officer