UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.  )
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IDACORP, INC.
 
(Name of Registrant as Specified in its Charter)
   
 
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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April 2, 2014
Dear Fellow Shareholders:
You are cordially invited to attend the 2014 Annual Meeting of Shareholders of IDACORP, Inc. The Annual Meeting will be held on Thursday, May 15, 2014, at 10:00 a.m. (Mountain Time) at the IDACORP corporate headquarters building located at 1221 W. Idaho Street in Boise, Idaho.
The matters to be acted upon at the meeting are described in our proxy materials, which are being furnished to our shareholders over the Internet, other than to those shareholders who requested a paper copy. In addition, in connection with the annual meeting we will discuss the company’s financial results, operational matters, and several of the company’s initiatives. During the meeting, our shareholders will have the opportunity to ask questions of management. Our directors and officers also will be available to visit with you before and after the formal meeting. For those unable to attend in person, we will also be providing a live listen-only audio (with slides) webcast of the Annual Meeting from the IDACORP Investor Relations website, www.idacorpinc.com/investorrelations.
Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to promptly vote and submit your proxy via the Internet, by telephone, or by mail, in accordance with the instructions included in the proxy statement.
For ourselves and on behalf of the IDACORP Board of Directors, we would like to express our appreciation for your continued investment in IDACORP.
Sincerely,
 
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J. LaMont Keen
President and Chief Executive Officer
Darrel T. Anderson
Executive Vice President — Administrative Services and Chief Financial Officer
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NOTICE OF 2014 ANNUAL MEETING OF SHAREHOLDERS
 
Date:
May 15, 2014
Time:
10:00 a.m. Mountain Time
Place:
IDACORP, Inc. Corporate Headquarters Building
1221 W. Idaho Street
Boise, Idaho 83702
Record Date:
Holders of record of IDACORP common stock at the close of business on March 27, 2014 are entitled to notice of and to vote at the meeting.
Attendance:
You are invited to attend the meeting in person. Shareholders interested in attending in person must make a reservation by calling (800) 635-5406 prior to the close of business on May 14, 2014. Proof of ownership will also be required to enter the meeting. Any shareholder voting a proxy who attends the meeting may vote in person by revoking that proxy before or at the meeting.
Proxy Voting:
Please vote your shares at your earliest convenience. Registered holders may vote (a) by Internet at www.proxypush.com/ida; (b) by toll-free telephone by calling (866) 702-2221; or (c) by mail (if you received a paper copy of the proxy materials by mail) by marking, signing, dating, and promptly mailing the enclosed proxy card in the postage-paid envelope. If you hold your shares through an account with a bank or broker, please note that under New York Stock Exchange rules, without specific instructions from you on how to vote, brokers may not vote your shares on any of the matters to be considered at the annual meeting other than the ratification of our independent registered public accounting firm. If you hold your shares through an account with a brokerage firm, bank, or other nominee, please follow the instructions you receive from them to vote your shares.
Items of Business:
  • To elect ten directors nominated by the board of directors for a one-year term;
  • To vote on an advisory resolution to approve executive compensation;
  • To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2014; and
  • To transact such other business that may properly come before the meeting and any adjournments thereof.
Important Notice Regarding the Availability of Proxy Materials for the 2014 Annual Meeting of Shareholders: Our 2014 proxy statement and our annual report for the year ended December 31, 2013 are available free of charge on our website at www.idacorpinc.com.
 
By Order of the Board of Directors
   
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Patrick A. Harrington
Corporate Secretary
   
Boise, Idaho
April 2, 2014
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Proxy Statement Table of Contents
 
Page
Part 1 – Information About this Proxy Statement and the Annual Meeting
       
Part 2 – Corporate Governance at IDACORP
Part 3 – Board of Directors
Part 4 – Executive Compensation
Part 5 – Audit Committee Matters
Part 6 – Other Matters
       
   
A-1

IDACORP, INC.
1221 West Idaho Street
Boise, Idaho 83702
PART 1 – INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING
 
General Information
This proxy statement contains information about the 2014 Annual Meeting of Shareholders (“Annual Meeting”) of IDACORP, Inc. (“IDACORP”). The Annual Meeting will be held on Thursday, May 15, 2014, at 10:00 a.m. local time at the IDACORP and Idaho Power Company corporate headquarters building, located at 1221 West Idaho Street in Boise, Idaho.
References in this proxy statement to the “company,” “we,” “us,” or “our” refer to IDACORP. We also refer to Idaho Power Company (“Idaho Power”) in this proxy statement. Idaho Power is an electric utility engaged in the generation, transmission, distribution, sale, and purchase of electric energy and is our principal operating subsidiary.
This proxy statement is being furnished in connection with the solicitation of proxies by the IDACORP Board of Directors for use at the Annual Meeting and any adjournment of the Annual Meeting. All returned proxies that are not revoked will be voted in accordance with your instructions.
You are entitled to attend the Annual Meeting only if you are an IDACORP shareholder as of the close of business on March 27, 2014, the record date, or hold a valid proxy for the meeting. In order to be admitted to the Annual Meeting, you must present proof of ownership of IDACORP common stock on the record date. This can be (a) a brokerage statement or letter from a bank or broker indicating ownership on the record date; (b) the Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”); (c) a printout of the proxy distribution email (if you received your materials electronically); (d) a proxy card; (e) a voting instruction form; or (f) a legal proxy provided by your broker, bank, or nominee. Any holder of a proxy from a shareholder must present the proxy card, properly executed, and a copy of the proof of ownership. Shareholders and proxy holders must also present a form of photo identification such as a driver’s license. Finally, shareholders interested in attending in person must make a reservation by calling (800) 635-5406 prior to the close of business on May 14, 2014. We may not admit anyone who does not satisfy these requirements or who refuses to comply with our security procedures.
We make our proxy materials and our annual report to shareholders available on the Internet as our primary distribution method. Most shareholders will only be mailed a Notice of Internet Availability. We expect to mail the Notice of Internet Availability on or about April 2, 2014. The Notice of Internet Availability specifies how to access proxy materials on the Internet, how to submit your proxy vote, and how to request a hard copy of the proxy materials. On or about April 2, 2014, we also began mailing printed copies of our proxy materials to our shareholders who had previously requested paper copies of our proxy materials.
 
Note About Forward-Looking Statements: Statements in this proxy statement that relate to future plans, objectives, expectations, performance, events, and the like, including statements regarding future financial and operational performance (whether associated with compensation arrangements or otherwise), may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Forward-looking statements may be identified by words including, but not limited to, “anticipates,” “believes,” “intends,” “estimates,” “expects,” “targets” “should,” and similar expressions. Shareholders are cautioned that any such forward-looking statements are subject to risks and uncertainties. Actual results may differ materially from those projected in the forward-looking statements. We assume no obligation to update any such forward-looking statement, except as required by applicable law. Shareholders should review the risks and uncertainties listed in our most recent Annual Report on Form 10-K and other reports we file with the Securities and Exchange Commission, including the risks described therein, which contain factors that may cause results to differ materially from those contained in any forward-looking statement.

Questions and Answers About the Annual Meeting, this Proxy Statement, and Voting
Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
Pursuant to rules adopted by the Securities and Exchange Commission, we have elected to provide access to our proxy materials on the Internet. Accordingly, we are sending the Notice of Internet Availability to most of our shareholders. All shareholders will have the ability to access the proxy materials on a website referred to in the Notice of Internet Availability or may request a printed set of the proxy materials at no charge. Shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis by following the instructions provided in the Notice of Internet Availability.
Who is entitled to vote at the Annual Meeting?
You are entitled to notice of, and to vote at, the Annual Meeting if you owned shares of our common stock at the close of business on March 27, 2014. This is referred to as the “record date.” As of the record date, we had 50,307,512 outstanding shares of common stock entitled to one vote per share on all matters.
What matters are before the Annual Meeting, and how does the IDACORP Board of Directors recommend I vote?
At the Annual Meeting, our shareholders will consider and vote on the matters listed below. In determining how to vote, please consider the detailed information regarding each proposal as discussed in this proxy statement.
 
Proposal
Number
Description of Proposal
Board
Recommendation
1
Elect to the board of directors the ten nominees who are named in this proxy statement to serve until the 2015 annual meeting of shareholders, and until their successors are elected and qualified
FOR each director
nominee
2
Advisory resolution to approve our executive compensation
FOR
3
Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2014
FOR
Will any other business be conducted at the Annual Meeting or will other matters be voted on?
As of the date of this proxy statement, we are unaware of any matters, other than those set forth in the Notice of 2014 Annual Meeting of Shareholders, that may properly be presented at the Annual Meeting. If any other matters are properly presented for consideration at the meeting, including, among other things, consideration of a motion to adjourn the meeting to another time or place, the persons named as proxies, or their duly constituted substitutes, will be deemed authorized to vote those shares for which proxies have been given or otherwise act on such matters in accordance with their judgment.
What is the difference between holding shares as a shareholder of record and as a beneficial owner?
If your shares are registered directly in your name with our transfer agent, Wells Fargo Bank Shareowner Services, you are considered the “shareholder of record” with respect to those shares. If your shares are held by a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of the shares, and those shares are referred to as being held in “street name.” As the beneficial owner of those shares, you have the right to direct your broker, bank, or nominee how to vote your shares, and you should receive separate instructions from your broker, bank, or other holder of record describing how to vote your shares. You also are invited to attend the Annual Meeting in person. However, because a beneficial owner is not the shareholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a “legal proxy” from the broker, bank, or nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting.
How can I vote my shares before the Annual Meeting?
If you hold shares in your own name as a shareholder of record, you may vote before the Annual Meeting by following the instructions contained in the Notice of Internet Availability. Under Idaho law, proxies granted according to those instructions will be valid. If you request printed copies of the proxy materials by mail, you may also cast your vote by

completing, signing, and dating the proxy card provided to you and returning it in the enclosed postage-paid envelope, which will authorize the individuals named on the proxy card to serve as your proxy to vote your shares at the Annual Meeting in the manner you indicate.
If you are a beneficial owner of shares held in street name, your broker, bank, or other nominee should provide you with materials and instructions for voting your shares. Please check with your broker or bank and follow the voting procedures your broker or bank provides to vote your shares.
Submitting a proxy or voting through the telephone or the Internet will not affect your right to attend the Annual Meeting.
If I am the beneficial owner of shares held in street name by my bank or broker, how will my shares be voted?
If you complete and return the voting instruction form provided to you by your bank or broker, we expect that your shares will be voted in accordance with your instructions. If you do not provide voting instructions, brokerage firms only have authority under applicable New York Stock Exchange rules to vote shares on discretionary matters. The ratification of Deloitte & Touche LLP as our independent registered public accounting firm for 2014 is the only matter included in the proxy statement that is considered a discretionary matter. When a proposal is not discretionary and the brokerage firm has not received voting instructions from its customers, the brokerage firm cannot vote the shares on that proposal. Those shares are considered “broker non-votes.” Please promptly follow the instructions you receive from your bank or broker so your vote can be counted.
If I am a shareholder of record, how will my shares be voted?
All proxies will be voted in accordance with the instructions you submitted via the Internet, by toll-free telephone, or, if you requested printed proxy materials, by completing, signing, and returning the proxy card provided to you. If you completed and submitted your proxy (and do not revoke it) prior to the Annual Meeting, but do not specify how your shares should be voted, the shares of IDACORP common stock represented by the proxy will be voted in accordance with the recommendation of our board of directors.
Can I vote in person at the Annual Meeting?
Yes. If you hold shares in your own name as a shareholder of record, you may attend the Annual Meeting and cast your vote at the meeting by properly completing and submitting a ballot. If you are the beneficial owner of shares held in street name, you must first obtain a legal proxy from your broker, bank, or other nominee giving you the right to vote those shares and submit that proxy along with a properly completed ballot at the meeting. Shareholders interested in attending in person must make a reservation by calling (800) 635-5406 prior to the close of business on May 14, 2014.
What do I need to bring to be admitted to the Annual Meeting?
In order to be admitted to the Annual Meeting, you must present proof of ownership of IDACORP common stock on March 27, 2014, the record date. This can be (a) a brokerage statement or letter from a bank or broker indicating ownership on the record date; (b) the Notice of Internet Availability; (c) a printout of the proxy distribution email (if you received your materials electronically); (d) a proxy card; (e) a voting instruction form; or (f) a legal proxy provided by your broker, bank, or nominee. If a shareholder desires to vote its shares held in street name in person at the meeting, the shareholder must obtain a legal proxy in the shareholder’s name from the broker, bank, or other nominee who holds those shares in street name. Any holder of a proxy from a shareholder must present the proxy card, properly executed, and a copy of the proof of ownership. Shareholders and proxy holders must also present a form of photo identification such as a driver’s license. Shareholders interested in attending in person must make a reservation by calling (800) 635-5406 prior to the close of business on May 14, 2014. We may not admit anyone who does not present the foregoing, fails to make a reservation, or refuses to comply with our security procedures.
Are shareholders who listen to the Annual Meeting through the live audio webcast deemed present at the Annual Meeting?
Shareholders accessing the Annual Meeting through the live audio webcast will not be considered present at the Annual Meeting and will not be able to vote through the webcast or ask questions.

May I change or revoke my proxy?
You may change your proxy before it is voted at the Annual Meeting by (1) granting a subsequent proxy through the Internet or by telephone, or (2) delivering to us a signed proxy card with a date later than your previously delivered proxy. If you attend the meeting and wish to vote in person, you may revoke your proxy by oral notice at that time. You may also revoke your proxy by mailing your written revocation to IDACORP’s corporate secretary at 1221 West Idaho Street, Boise, Idaho 83702. We must receive your written revocation before the Annual Meeting for it to be effective.
What is the “quorum” for the Annual Meeting and what happens if a quorum is not present?
The presence at the Annual Meeting, in person or by proxy, of a majority of the shares issued and outstanding and entitled to vote as of March 27, 2014 is required to constitute a “quorum.” The existence of a quorum is necessary in order to take action on the matters scheduled for a vote at the Annual Meeting. If you vote by Internet or telephone, or submit a properly executed proxy card, your shares will be included for purposes of determining the existence of a quorum. Proxies marked “abstain” and “broker non-votes” also will be counted in determining the presence of a quorum. If the shares present in person or represented by proxy at the Annual Meeting are not sufficient to constitute a quorum, the chairman of the meeting or the shareholders may, by a vote of the holders of a majority of votes present in person or represented by proxy, without further notice to any shareholder (unless a new record date is set), adjourn the meeting to a different time and place to permit further solicitations of proxies sufficient to constitute a quorum.
What is an “abstention”?
An “abstention” occurs when a shareholder sends in a proxy with explicit instructions to decline to vote regarding a particular matter. An abstention with respect to a matter submitted to a vote will not be counted for or against the matter. Consequently, an abstention with respect to any of the proposals to be presented at the Annual Meeting will not affect the outcome of the vote.
What is a “broker non-vote”?
A broker non-vote occurs when a broker or other nominee who holds shares for another person does not vote on a particular proposal because that holder does not have discretionary voting power for the proposal and has not received voting instructions from the beneficial owner of the shares. If no voting instructions have been provided by the beneficial owner, brokers will have discretionary voting power to vote shares with respect to the ratification of the appointment of the independent registered public accounting firm, but not with respect to any of the other proposals. A broker non-vote will have the same effect as an abstention and, therefore, will not affect the outcome of the vote.
What vote is required to approve each proposal?
The following votes are required for approval of each proposal at the Annual Meeting:
 
Proposal Number
Vote Requirement
Effect of Withholding, Abstentions and
Broker Non-Votes
1
Our directors are elected by a plurality of the votes cast by the shares entitled to vote in the election of directors.
Not voted, though a “withhold” vote is relevant under our director resignation policy
2
The advisory resolution on executive compensation is approved if the votes cast in favor exceed the votes cast against the resolution.
Not voted
3
The ratification of the appointment of Deloitte & Touche LLP is approved if the votes cast in favor exceed the votes cast against ratification.
Abstentions are not voted; uninstructed shares are subject to a discretionary vote

What happens if, under Proposal No. 1, a director receives a greater number of votes “withheld” than votes “for” such director?
As noted above, a plurality of votes cast by shareholders present, in person or by proxy, at the Annual Meeting is required for the election of our directors. “Plurality” means that the nominees receiving the largest number of votes cast are elected for the number of director positions that are to be filled at the meeting. However, under our director resignation policy, if a director nominee in an uncontested election receives a greater number of votes “withheld” from his or her election than votes “for” such election, the director must promptly tender a resignation to the board of directors. The board of directors will then decide whether to accept the resignation within 90 days following certification of the shareholder vote (based on the recommendation of the corporate governance and nominating committee, which is comprised exclusively of independent directors). We will publicly disclose the board of directors’ decision and its reasoning with regard to the offered resignation.
Who will count the votes?
An independent tabulator will tabulate the votes cast by mail, Internet, or telephone. Our corporate secretary will tabulate any votes cast at the Annual Meeting and will act as inspector of election to certify the results.
Where can I find the voting results?
We expect to report the voting results on a Current Report on Form 8-K filed with the Securities and Exchange Commission within four business days following the Annual Meeting.
Are the votes of specific shareholders confidential?
It is our policy that all proxies for the Annual Meeting that identify shareholders, including employees, are to be kept confidential from the public. Proxies will be forwarded to the independent tabulator who receives, inspects, and tabulates the proxies. We do not intend to disclose the voting decisions of any shareholder to any third party except (a) as required by law or order or directive of a court or governmental agency, (b) to allow the independent election inspectors to review and certify the results of the shareholder vote, (c) in the event of a dispute as to the vote or voting results, or (d) in the event of a matter of significance where there is a proxy solicitation in opposition to the board of directors, based on an opposition proxy statement filed with the Securities and Exchange Commission.
Who will pay the cost of this solicitation and how will these proxies be solicited?
We will pay the cost of soliciting your proxy. Our officers and employees may solicit proxies, personally or by telephone, fax, mail, or other electronic means, without extra compensation. In addition, Phoenix Advisory will solicit proxies from brokers, banks, nominees, and institutional investors or other shareholders at a cost of approximately $6,500 plus out-of-pocket expenses. We will reimburse banks, brokerage firms, and other custodians, nominees, and fiduciaries for their expenses in providing our proxy materials to beneficial owners.
What if I have further questions not addressed in this proxy statement?
If you have any questions about voting your shares or attending the Annual Meeting, please call our Shareowner Services Department at (800) 635-5406.

Part 2 – Corporate Governance at IDACORP
 
Corporate Governance Principles and Practices
 
Overview of Our Corporate Governance Practices
The goals of our corporate governance principles and practices are to promote the long-term interests of our shareholders, as well as to maintain appropriate checks and balances and compliance systems, to strengthen management accountability, engender public trust, and facilitate prudent decision making. We evaluate our corporate governance principles and practices and modify existing, or develop new, policies and standards when appropriate. Most recently, this included the adoption of a compensation clawback policy, discussed in Compensation Discussion and Analysis in this proxy statement. Other of our notable corporate governance practices include the following:
  • Following the 2014 Annual Meeting, all of our directors will be subject to annual election.
  • We have a director resignation policy, which provides that if any director nominee in an uncontested election receives a greater number of votes “withheld” from his or her election than votes “for” such election, the nominee must tender his or her resignation to the board of directors.
  • All of our directors, other than Mr. Keen and Mr. Anderson, are independent.
  • The chairman of our board of directors is independent.
  • All members of the audit, corporate governance and nominating, and compensation committees are independent directors.
  • Our directors meet in executive session, without management present, at each regular meeting of the board of directors.
  • We have minimum stock ownership requirements for our directors and officers.
  • We impose stock retention obligations on our officers.
  • We prohibit the pledging of our securities for personal obligations by directors and officers.
  • We prohibit the hedging of our securities by directors and officers.
  • We require our directors to attend company-approved continuing education programs.
  • Our board of directors and the audit, corporate governance and nominating, and compensation committees of the board of directors annually conduct a self-evaluation.
  • Our board of directors and the committees of the board of directors are responsible for overseeing the risk management processes designed and implemented by our management and confirming that the processes are adequate and functioning as designed.
Director Independence and Executive Sessions
Our board of directors has adopted a policy, contained in our Corporate Governance Guidelines (available at www.idacorpinc.com/corpgov/default.cfm), that the board of directors will be composed of a majority of independent directors. The board of directors reviews annually the relationships that each director has with the company (either directly or as a partner, shareholder, or officer of an organization that has a relationship with the company). Following the annual review, only those directors who the board of directors affirmatively determines have no material relationship with the company and can exercise independent judgment will be considered independent directors, subject to additional qualifications prescribed under the listing standards of the New York Stock Exchange and under applicable laws.
All members of our board of directors are non-employees, except for J. LaMont Keen and Darrel T. Anderson, who are both executive officers of our company. The board of directors has determined that all members of our board of directors, other than Mr. Keen and Mr. Anderson, are independent based on all relevant facts and circumstances and under the New York Stock Exchange listing standards and our Corporate Governance Guidelines.
Our independent directors meet in executive session at each regular meeting of the board of directors. The independent chairman of the board of directors presides at board meetings and at regularly scheduled executive sessions of independent directors.

Codes of Business Conduct
We have a Code of Business Conduct that applies to all of our officers and employees. We also have a separate Code of Business Conduct and Ethics for directors. These are posted on our website at www.idacorpinc.com/corpgov/conduct_ethics.cfm. We will also post on our website any amendments to, or waivers of, our Codes of Business Conduct, as required by Securities and Exchange Commission rules or New York Stock Exchange listing standards, at www.idacorpinc.com/corpgov/conduct_ethics.cfm.
Board Leadership Structure
The board of directors separated the positions of chairman of the board of directors and CEO in 1999. Our CEO is responsible for leadership, overall management of our business strategy, and day-to-day operations, while our chairman presides over meetings of our board of directors and provides guidance to our CEO regarding policies and procedures approved by our board of directors. Separating these two positions allows our CEO to focus on our day-to-day business and operations, while allowing the chairman of the board of directors to lead the board of directors in its fundamental role of providing advice to, and independent oversight of, management. The board of directors recognizes the time, effort, and energy that the CEO is required to devote to his position, as well as the increasing commitment required of the chairman position, particularly as the board of directors’ oversight responsibilities continue to grow.
While our bylaws and Corporate Governance Guidelines do not mandate that our chairman and CEO positions be separate, the board of directors believes for the reasons outlined above that having separate positions and having an independent director serve as chairman is the appropriate leadership structure for the company at this time and demonstrates our commitment to good corporate governance. The board of directors believes that this issue is part of the succession planning process and that it is in the best interests of the company for the board of directors to make a determination as to the advisability of continuing to have separate positions when it elects a new CEO.
The Board of Directors’ Role in Risk Oversight
Our management team is responsible for the day-to-day management of risks the company faces. We have appointed a chief risk officer, who is responsible for overseeing and coordinating risk assessment processes and mitigation efforts on an enterprise wide basis. The chief risk officer administers processes intended to identify key business risks, assists in appropriately assessing and managing these risks within stated limits, enforces policies and procedures designed to mitigate risk, and reports on these items to senior management and the board of directors. The chief risk officer reports regularly to the board of directors and appropriate board committees regarding risks the company faces and how it is managing those risks.
While the chief risk officer and other members of our senior leadership team are responsible for the day-to-day management of risk, our board of directors is responsible for ensuring that an appropriate culture of risk management exists within our company, for setting the right “tone at the top,” and assisting management in addressing specific risks that our company faces. The board of directors has the responsibility to oversee the risk management processes designed and implemented by management and confirm the processes are adequate and functioning as designed.
While the full board of directors is ultimately responsible for high-level risk oversight at our company, it is assisted by the executive committee, the audit committee, the compensation committee, and the corporate governance and nominating committee in fulfilling its oversight responsibilities in certain areas of risk. The executive committee assists the board of directors in fulfilling its oversight responsibilities with respect to the company’s risk management process generally. The audit committee assists the board of directors in fulfilling its oversight responsibilities with respect to major financial risk exposures and our energy risk management practices (including hedging transactions and collateral requirements) and, in accordance with the listing standards of the New York Stock Exchange, discusses policies with respect to risk assessment and risk management. Representatives from our independent registered public accounting firm attend audit committee meetings, regularly make presentations to the audit committee, comment on management presentations, and engage in private sessions with the audit committee, without members of management present, to raise any concerns they may have with our risk management practices. The compensation committee assists the board of directors in fulfilling its oversight responsibilities with respect to risks arising from our compensation policies and practices. The corporate governance and nominating committee undertakes periodic reviews of processes for management of risks associated with our company’s organizational structure, governing instruments, and policies. In fulfilling their respective responsibilities, the committees meet regularly with our officers and members of senior management, as well as our internal and external auditors. Each committee has full access to management, as well as the ability to engage and compensate its own independent advisors.

The board of directors receives reports from the executive committee, audit committee, compensation committee, and corporate governance and nominating committee relating to the oversight of risks in their areas of responsibility. Based on this and information regularly provided by management, the board of directors evaluates our risk management processes and considers whether any changes should be made to those processes or the board of directors’ risk oversight function. We believe that this division of risk oversight ensures that oversight of each type of risk the company faces is allocated, at least initially, to the particular directors most qualified to oversee it. It also promotes board efficiency because the committees are able to select the most timely or important risk-related issues for the full board of directors to consider.
We believe that one of the risks our company faces is the potential for a significant number of employee retirements in the coming years. As a result, our board of directors is actively involved in and monitors our succession planning process. The board of directors reviews the succession plans developed by members of senior management at least annually, with a focus on ensuring a talent pipeline at the senior officer level and for specific critical roles. We seek to ensure that our directors are exposed to a variety of members of our leadership team, and not just the senior-most officers, on a regular basis, through formal presentations and informal events. Our board of directors is also informed of general workforce trends, expected retirement levels or turnover, and recruiting and development programs, of particular importance given Idaho Power’s specialized workforce and anticipated near-term rate of employee retirements.
Board Meetings and Director Attendance
The members of our board of directors are expected to attend board meetings and meetings of board committees on which they serve, and to spend the time needed and to meet as frequently as necessary to properly discharge their responsibilities. The board of directors held six meetings in 2013, with all but two of our directors having a 100 percent attendance rate at those meetings. Those two directors attended five of the six (83 percent) meetings of the board of directors during 2013. Our directors also attended 100 percent of the meetings of the committees on which he or she was a member in 2013, with the exception of one member of our compensation committee who attended three of the four (75 percent) meetings of that committee in 2013. Our Corporate Governance Guidelines provide that all directors are expected to attend our annual meeting of shareholders and be available, when requested by the chairman of the board of directors, to answer any questions shareholders may have. All then-current members of the board of directors attended our 2013 annual meeting of shareholders.
Board Committee Charters
Our standing committees of the board of directors are the executive committee, the audit committee, the compensation committee, and the corporate governance and nominating committee. We have:
  • charters for the audit committee, compensation committee, and corporate governance and nominating committee; and
  • Corporate Governance Guidelines, which address issues including the responsibilities, qualifications, and compensation of the board of directors, as well as board leadership, board committees, director resignation, and self-evaluation.
Our committee charters and our Corporate Governance Guidelines may be accessed on our website at www.idacorpinc.com/corpgov/default.cfm. Information on our committees of the board of directors is set forth in “Part 3 – Board of Directors – Committees of the Board of Directors.”
Board Membership Criteria and Consideration of Diversity
We believe that directors should possess the highest personal and professional ethics, integrity, and values and be committed to representing the long-term interests of our shareholders. Directors must also have an inquisitive and objective perspective, practical wisdom, and mature judgment. Although the corporate governance and nominating committee and the board of directors do not have a formal policy for considering diversity in identifying director nominees, we endeavor to have a board representing diverse experience at policy-making levels in business, finance, and accounting and in areas that are relevant to our business activities. We believe our current directors bring a strong diversity of experiences to the board of directors as leaders in business, finance, accounting, regulation, and the utility industry.
Under the oversight of the corporate governance and nominating committee, the board of directors conducts an annual self-evaluation of its performance and utilizes the results to assess and determine the characteristics and critical skills required of directors. In addition, our Corporate Governance Guidelines and the corporate governance and nominating committee charter provide that the corporate governance and nominating committee will annually review board

committee assignments and consider the rotation of the chairman and members of the committees with a view toward balancing the benefits derived from continuity against the benefits derived from the diversity of experience and viewpoints of the various directors. At least one member of our audit committee must be an “audit committee financial expert.” Directors are automatically retired immediately prior to the first annual meeting of shareholders after they reach age 72. A majority of board members must be independent under our Corporate Governance Guidelines and applicable New York Stock Exchange listing standards.
Director Resignation Policy
In March 2012, our board of directors adopted a policy that provides that if any director nominee in an uncontested election receives a greater number of votes “withheld” from his or her election than votes “for” such election, the director nominee must tender his or her resignation to the board of directors promptly after the voting results are certified. The corporate governance and nominating committee, comprised entirely of independent directors and which will specifically exclude any director who is required to tender his or her own resignation, will consider the tendered resignation and make a recommendation to the board of directors, taking into account all factors deemed relevant. These factors include, without limitation, the underlying reasons why shareholders withheld votes from the director (if ascertainable) and whether the underlying reasons are curable, the length of service and qualifications of the director whose resignation has been tendered, the director’s contributions to our company, whether by accepting the resignation we will no longer be in compliance with any applicable law, rule, regulation, or governing document, and whether or not accepting the resignation is in the best interests of our company and our shareholders. Our board of directors will act upon the corporate governance and nominating committee’s recommendation within 90 days following certification of the shareholder vote and will consider the factors considered by the corporate governance and nominating committee and any additional information and factors as the board of directors believes to be relevant. We will publicly disclose the board of directors’ decision and rationale with regard to any resignation offered under the director resignation policy.
Process for Determining Director Nominees
In determining the composition of our board of directors, we seek a balanced mix of local experience, which we believe is specifically relevant for a utility, and national or public company experience, among other factors of experience. As a utility company with operations predominantly in Idaho and Oregon, we believe it is important for our company and our local directors to be involved in and otherwise support local community and charitable organizations.
Our corporate governance and nominating committee is responsible for selecting and recommending to the board of directors candidates for election as directors. Our Corporate Governance Guidelines contain procedures for the committee to identify and evaluate new director nominees, including candidates our shareholders recommend in compliance with our Corporate Governance Guidelines. The corporate governance and nominating committee begins the process of identifying and evaluating potential nominees for director positions and keeps the full board of directors informed of the nominating process. The corporate governance and nominating committee reviews candidates recommended by shareholders and may hire a search firm to identify other candidates.
The corporate governance and nominating committee gathers additional information on the candidates to determine if they qualify to be members of our board of directors. The corporate governance and nominating committee examines whether the candidates are independent, whether their election would violate any federal or state laws, rules, or regulations that apply to us, and whether they meet all requirements under our Corporate Governance Guidelines, committee charters, bylaws, codes of business conduct and ethics, and any other applicable corporate document or policy. The corporate governance and nominating committee also considers whether the nominees will have potential conflicts of interest, and whether they will represent a single or special interest, before finalizing a list of candidates for the full board of directors to consider for nomination.
Process for Shareholders to Recommend Candidates for Director
Our Corporate Governance Guidelines set forth the requirements that you must follow if you wish to recommend director candidates to our corporate governance and nominating committee. If you recommend a candidate for director, you must provide the following information:
  • the candidate’s name, age, business address, residence address, telephone number, principal occupation, the class and number of shares of our voting stock the candidate owns beneficially and of record, a statement as to how long the candidate has held such stock, a description of the candidate’s qualifications to be a director, whether the candidate would be an independent director, and any other information you deem relevant with respect to the recommendation; and

  • your name and address as they appear on our stock records, the class and number of shares of voting stock you own beneficially and of record, and a statement as to how long you have held the stock.
Recommendations must be sent to our corporate secretary at the address provided below. Our corporate secretary will review all written recommendations and send those conforming to the requirements described above to the corporate governance and nominating committee for review and consideration. The corporate governance and nominating committee evaluates the qualifications of candidates properly submitted by shareholders in the same manner as it evaluates the qualifications of director candidates identified by the committee or the board of directors.
Shareholders who wish to nominate persons for election to the board of directors, rather than recommend candidates for consideration, must follow the procedures set forth in our bylaws. Copies of our bylaws may be obtained by writing or calling our corporate secretary at IDACORP, Inc., 1221 West Idaho Street, Boise, Idaho 83702, telephone number: (208) 388-2200. See also the section entitled 2015 Annual Meeting of Shareholders in this proxy statement.
Communications with the Board of Directors and Audit Committee
Shareholders and other interested parties may communicate with members of the board of directors by:
  • calling (866) 384-4277 if they have a concern to bring to the attention of the board of directors, our chairman of the board of directors, or our non-employee directors as a group; or
  • logging on to www.ethicspoint.com and following the instructions to file a report if the concern is of an ethical nature.
Our general counsel receives all such communications and forwards them to the chairman of the board of directors. If your report concerns questionable accounting practices, internal accounting controls, or auditing matters, our general counsel will also forward your report to the chairman of the audit committee.
The acceptance and forwarding of communication to any director does not imply that the director owes or assumes any fiduciary duty to the person submitting the communication, all such duties being only as prescribed by applicable law.
Environmental and Sustainability Initiatives
Our board of directors is responsible for the oversight of our sustainability initiatives and is regularly informed of the goals, measures, and results of our sustainability programs. We publicly released our inaugural sustainability report in May 2012, we released our second sustainability report in May 2013, and we expect to release our third sustainability report in May 2014. In connection with our sustainability initiatives, we have implemented steps that recognize the importance of environmental, social, and governance issues and policies, as discussed in those reports. We generally publish the most current sustainability report on Idaho Power’s website, www.idahopower.com. The sustainability reports and related website content are not incorporated by reference into this proxy statement.
Certain Relationships and Related Transactions
Our Related Person Transactions Policy
Our related person transactions policy defines a related person transaction as one in which the amount exceeds $100,000 and excludes:
  • transactions available to all employees generally;
  • the purchase or sale of electric energy at rates fixed in conformity with law or governmental authority;
  • transactions involving compensation, employment agreements, or special supplemental benefits for directors or officers that are reviewed and approved by the compensation committee; and
  • transactions between or among companies within the IDACORP family.
The related person transactions policy defines a “related person” as any:
  • officer, director, or director nominee of IDACORP or any subsidiary;
  • person known to be a greater than 5% beneficial owner of IDACORP voting securities;
  • immediate family member of the foregoing persons, or person (other than a tenant or employee) sharing the household of the foregoing persons; or
  • firm, corporation, or other entity in which any person named above is a partner, principal, executive officer, or greater than 5% beneficial owner, or where such person otherwise has a direct or indirect material interest.

The corporate governance and nominating committee administers the policy, which includes procedures to review related person transactions, approve or disapprove related person transactions, and ratify unapproved transactions. The policy, which is in writing, also specifically requires (a) prior corporate governance and nominating committee approval of proposed charitable contributions or pledges of charitable contributions in excess of $100,000 in any calendar year to a charitable or not-for-profit organization identified as a related person, except those nondiscretionary contributions made pursuant to our matching contribution program; and (b) prior board approval of the hiring of immediate family members of directors and officers. The policy also requires approval of any material change in the terms of employment of an immediate family member, including compensation, in the event a person becomes a director or officer and the immediate family member is already an employee of our company. The board of directors may approve a proposed related person transaction after reviewing the information considered by the corporate governance committee and any additional information it deems necessary or desirable:
  • if it determines in good faith that the transaction is in, or is not inconsistent with, the best interests of our company and the shareholders; and
  • if the transaction is on terms comparable to those that could be obtained in an arm’s-length dealing with an unrelated third party.
Related Person Transactions in 2013
Steven R. Keen, our vice president – finance and treasurer and Idaho Power’s senior vice president, chief financial officer, and treasurer, is the brother of J. LaMont Keen, our president and CEO and a member of our board of directors. For 2013, Steven Keen had a base salary of $280,000, received an incentive payment under our short-term incentive plan of $205,065, paid in 2014 for service during 2013, and received an award of (a) 1,397 time-vesting restricted shares with a three-year restricted period through December 31, 2015 and (b) 2,796 performance-based shares at target with a three-year performance period through December 31, 2015. The compensation committee and board of directors approved all elements of Steven Keen’s 2013 compensation.

Security Ownership of Directors, Executive Officers, and Five-Percent Shareholders
The table that follows sets forth the number of shares of our common stock beneficially owned on March 14, 2014, by our directors and nominees, by our named executive officers listed in the 2013 Summary Compensation Table, and by our directors and executive officers as a group. Under U.S. Securities and Exchange Commission rules, “beneficial ownership” for purposes of this table takes into account shares as to which the individual has or shares voting and/or investment power as well as shares that may be acquired within 60 days (such as by exercising vested stock options). The beneficial owners listed have sole voting and investment power with respect to shares beneficially owned, including shares they own through the Idaho Power Company Employee Savings Plan and our Dividend Reinvestment and Stock Purchase Plan, except as to the interests of spouses or as otherwise indicated.
 
Name of Beneficial Owner
Title of Class
Amount and
Nature of
Beneficial
Ownership1
Stock
Options
Percent
of Class
Non-Employee Directors
C. Stephen Allred2
Common Stock
8,332
*
Thomas Carlile3
Common Stock
3
*
Richard J. Dahl
Common Stock
7,301
*
Ronald W. Jibson
Common Stock
1,747
*
Judith A. Johansen4
Common Stock
9,298
*
Dennis L. Johnson5
Common Stock
2,869
*
Christine King
Common Stock
11,095
*
Jan B. Packwood
Common Stock
11,356
*
Joan H. Smith6
Common Stock
12,147
*
Robert A. Tinstman7
Common Stock
17,670
*
Thomas J. Wilford
Common Stock
17,994
*
Named Executive Officers
J. LaMont Keen8
Common Stock
181,431
*
Darrel T. Anderson
Common Stock
79,386
*
Daniel B. Minor
Common Stock
56,041
*
Rex Blackburn
Common Stock
27,714
*
Lisa A. Grow
Common Stock
22,323
*
All directors and executive officers as a group (25 persons)9
Common Stock
620,211
1.23
%
*
  • Less than 1%.
1
  • Includes shares of common stock subject to forfeiture and restrictions on transfer granted pursuant to the IDACORP Restricted Stock Plan or the IDACORP 2000 Long-Term Incentive and Compensation Plan. Share numbers are rounded to the nearest whole share.
2
  • Includes 8,232 stock units and dividend equivalents for deferred annual stock awards. The deferred compensation is payable in stock upon separation from service from the board of directors.
3
  • Mr. Carlile was appointed to our board of directors on March 19, 2014, and held no shares of IDACORP common stock as of March 14, 2014.
4
  • Includes 9,298 stock units and dividend equivalents for deferred annual stock awards. The deferred compensation is payable in stock upon separation from service from the board of directors.
5
  • Mr. Johnson’s spouse maintains a margin securities account at a brokerage firm, which may from time to time include shares of IDACORP common stock. At March 14, 2014, Mr. Johnson’s spouse held 500 shares of common stock in that account. Pursuant to our Corporate Governance Guidelines and our policy, Mr. Johnson’s spouse is prohibited from including IDACORP shares in the account if there is a material risk that IDACORP shares could be sold due to a margin call or foreclosure.
6
  • Includes 9,298 stock units and dividend equivalents for deferred annual stock awards. The deferred compensation is payable in stock upon separation from service from the board of directors.
7
  • Includes 9,298 stock units and dividend equivalents for deferred annual stock awards. The deferred compensation is payable in stock upon separation from service from the board of directors.
8
  • Mr. Keen maintains margin securities accounts at brokerage firms, which may from time to time include shares of IDACORP common stock. However, pursuant to our Corporate Governance Guidelines and our policy, Mr. Keen is prohibited from including IDACORP shares in the accounts if there is a material risk that IDACORP shares could be sold due to a margin call or foreclosure. At March 14, 2014, Mr. Keen held 980 shares of common stock in these accounts.
9
  • Includes 95,142 shares owned by six persons who are executive officers of Idaho Power but not of IDACORP.

The table below sets forth information with respect to each person we believe to be the beneficial owner of more than five percent of our outstanding common stock as of March 14, 2014.
 
Name and Address of Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent of Class
BlackRock, Inc.
40 East 52nd Street
New York, NY 10022
6,797,321
1
13.51
%
First Eagle Investment Management, LLC
1345 Avenue of the Americas
New York, NY 10105
4,424,819
2
8.80
%
The Vanguard Group, Inc.
100 Vanguard Blvd.
Malvern, PA 19355
2,994,520
3
5.95
%
1
  • Based on a Schedule 13G/A filed on January 10, 2014, by BlackRock, Inc. BlackRock, Inc. reported sole voting power as to 6,634,752 shares and sole dispositive power as to 6,797,321 shares as the parent holding company or control person of BlackRock Advisors (UK) Limited; BlackRock Advisors, LLC; BlackRock Asset Management Canada Limited; BlackRock Asset Management Deutschland AG; BlackRock Financial Management, Inc.; BlackRock Fund Advisors; BlackRock Fund Management Ireland Limited; BlackRock Institutional Trust Company, N.A.; BlackRock International Limited; BlackRock Investment Management (Australia) Limited; BlackRock Investment Management (UK) Ltd; and BlackRock Investment Management, LLC.
2
  • Based on a Schedule 13G/A filed on February 14, 2014, by First Eagle Investment Management, LLC. The First Eagle Global Fund, a registered investment company for which First Eagle Investment Management, LLC acts as investment advisor, may be deemed to beneficially own 3,760,485 of such shares.
3
  • Based on a Schedule 13G/A filed on February 11, 2014, by The Vanguard Group, Inc. The Vanguard Group, Inc. reported sole voting power as to 81,181 shares, sole dispositive power as to 2,922,539 shares, and shared dispositive power as to 71,981 shares. Vanguard Fiduciary Trust Company, a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 71,981 shares as a result of its serving as the investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 9,200 shares as a result of its serving as investment manager of Australian investment offerings.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own more than 10% of our common stock, to file reports of beneficial ownership and changes in beneficial ownership with the Securities and Exchange Commission. Our directors, executive officers, and holders of more than ten percent of our outstanding common stock are required by Securities and Exchange Commission rules to furnish us with copies of all Section 16(a) reports that they file. We file Section 16(a) reports on behalf of our directors and executive officers to report their initial and subsequent changes in beneficial ownership of our common stock. To our knowledge, based solely on a review of the reports we filed on behalf of our directors and executive officers and written representations from these persons that no other reports were required and all reports were provided to us, all Section 16(a) filing requirements applicable to our directors and executive officers were complied with for 2013, except that, due to an administrative error by a third party, a Form 4 for Dennis L. Johnson, a director, reporting one purchase transaction was filed one day late.

Part 3 – Board of Directors
 
PROPOSAL NO. 1: Election of Directors
One member of our board of directors, Mr. C. Stephen Allred, has reached our mandatory retirement age of 72 and will retire from the board of directors effective immediately prior to the Annual Meeting, in accordance with our bylaws and Corporate Governance Guidelines. Mr. Allred has served with distinction as a director of IDACORP and Idaho Power since 2009. Upon Mr. Allred’s retirement, the board of directors will consist of 12 members.
Prior to May 2012, our articles of incorporation, as amended (which we refer to as the “articles of incorporation” in this proxy statement), provided that directors are elected for three-year terms, with approximately one-third of the board of directors elected at each annual meeting of shareholders. Effective May 2012, we amended our articles of incorporation, following a shareholder vote, to provide that the company’s classified (three-year, staggered term) board structure would be phased out, and the annual election of the entire board of directors for a one-year term would be phased in over a three-year period commencing at the 2013 annual meeting of shareholders and concluding at the 2015 annual meeting of shareholders. The director-nominees elected at the 2013 annual meeting of shareholders were the first group of directors elected to serve for an annual term; director-nominees elected at all annual meetings subsequent to the 2013 annual meeting (including at the 2014 annual meeting) are elected to serve for an annual term expiring at the following annual meeting of shareholders.
Under the resignation policy adopted by the board of directors and included in our Corporate Governance Guidelines, if a director nominee in an uncontested election receives a greater number of votes “withheld” from his or her election than votes “for” such election, the director must promptly tender his or her resignation to the board of directors. The board of directors will then decide whether to accept the tendered resignation within 90 days following certification of the shareholder vote (based on the recommendation of the corporate governance and nominating committee, which is comprised exclusively of independent directors). We will publicly disclose the board of directors’ decision and its reasoning with regard to the offered resignation.
Information about our directors as of the date of this proxy statement is included below. There are no family relationships among the directors. While we expect that all of the nominees will be able to qualify for and accept office, if for any reason one or more should be unable to do so, the proxies will be voted for nominees selected by the board of directors. The composition of our board of directors is identical to the composition of Idaho Power’s board of directors. Where indicated by an “^” the company is a public reporting company. Where indicated by an “*” the company is a subsidiary of IDACORP.
Nominees for Election – One-Year Term to Expire in 2015
 
[MISSING IMAGE: ph_darrel-anderson2.jpg]
DARREL T. ANDERSON
Age: 56
Director Since: 2013
Committees:
  • None
Other Directorships (since):
  • Idaho Power Company (2013)*^
  • IDACORP Energy Resources Co. (2001)*
 
Additional Information
  • President and CEO of Idaho Power since January 1, 2014
  • Executive vice president – administrative services and CFO of IDACORP since October 2009; Mr. Anderson is expected to assume the role of President and CEO of IDACORP, Inc. on May 1, 2014
  • Former president and CFO of Idaho Power from January 2012 to December 2013
  • Former executive vice president – administrative services and CFO of Idaho Power from October 2009 to December 2011
  • Former controller of Idaho Power from 1996 to 1998; controller of Applied Power Corp. (an IDACORP subsidiary) from 1998 to 1999; vice president – finance and treasurer of IDACORP and Idaho Power from 1999 to 2003; vice president, chief financial officer, and treasurer of IDACORP and Idaho Power from 2003 to 2004, and senior vice president – administrative services and CFO of IDACORP and Idaho Power from 2004 to 2009

 
Other Skills and Qualifications
As Idaho Power’s president and CEO, Mr. Anderson provides the board of directors with real-time information on IDACORP and Idaho Power. Through his experience with IDACORP and Idaho Power, he has developed an understanding of the companies’ industry and operations, strategy, regulatory environment, finance and external reporting, and administration.
 
[MISSING IMAGE: ph_thomas-carlile.jpg]
THOMAS CARLILE
Age: 62
Director Since: 2014
Committees:
  • None
Other Directorships (since):
  • Boise Cascade Company (2013)^(1)
  • Boise Cascade Holdings, L.L.C. (2009)
  • Forest Products Holdings LLC (2009)
  • Idaho Power Company (2014)*^
(1)
  • Also a director of Boise Cascade LLC, a predecessor, from 2009 to 2013
 
Additional Information
  • CEO and member of the board of directors of Boise Cascade Company since February 2013
  • Former CEO and member of the board of directors of Boise Cascade LLC from August 2009 to February 2013, and executive vice president and CFO from February 2008 to August 2009
Other Skills and Qualifications
Mr. Carlile, who was appointed to our board of directors in March 2014, brings financial, operational, and executive experience to our board of directors. Mr. Carlile acquired his extensive financial background through his former positions at Boise Cascade. He also brings to the board of directors his knowledge of economics and finance and experience operating a company within Idaho Power’s service area, offering him the ability to provide the board of directors with insight into local, state, and regional issues.
 
[MISSING IMAGE: ph_richard-dahl.jpg]
RICHARD J. DAHL
Age: 62
Director Since: 2008
Committees:
  • Audit
  • Executive
Other Directorships (since):
  • International Rectifier Corp. (2008)^
  • DineEquity, Inc. (2004)^
  • Idaho Power Company (2008)*^
 
Additional Information
  • Chairman of the board, president and CEO of James Campbell Company LLC, a privately held real estate investment and development company, since July 2010
  • Former president and chief operating officer of Dole Food Company, Inc. from 2004 to 2007, senior vice president and chief financial officer from 2002 to 2004, and a director from 2003 to 2007
  • Former director, president, and chief operating officer of Bank of Hawaii Corp. from 1994 to 2002
  • Former director of Pacific Health Research Institute, a not-for-profit biomedical research organization, from 1990 to 2010
Other Skills and Qualifications
Mr. Dahl’s financial, operational, and executive experience make him an outstanding asset to our board of directors. Mr. Dahl acquired his extensive financial background through his former positions at major corporations, as well as with the Ernst & Young accounting firm. His service on other public company boards, including as chairman of the board of International Rectifier and as lead director and an audit committee member of DineEquity’s board, enables him to provide valuable experience to our board of directors and to our audit committee, of which he is the chairman.
 
[MISSING IMAGE: ph_ronald-jibson.jpg]
RONALD W. JIBSON
Age: 61
Director Since: 2013
Committees:
  • Compensation
Other Directorships (since):
  • Questar Corporation (2010)^
  • Questar Pipeline Company (2012)
  • Idaho Power Company (2013)*^
 
Additional Information
  • President and CEO of Questar Corporation since June 2010 and chairman of the board since July 2012
  • Chairman of the board of Questar Pipeline Company since July 2012
  • President and CEO of Wexpro Company since July 2010
  • President and CEO of Questar Gas Company since March 2008

 
Other Skills and Qualifications
Mr. Jibson has extensive experience in the regulated utility and natural gas industries, and was formerly the chairperson of the board of the American Gas Association and the Western Energy Institute. Through his industry and executive experience, Mr. Jibson provides our board of directors with valuable industry insight and strong working knowledge of rate regulation, as well as strong leadership skills and an understanding of finance and accounting. Mr. Jibson also has prior experience with hydrology and water rights issues, which is valuable given Idaho Power’s hydroelectric generation assets in the Snake River basin.
 
[MISSING IMAGE: ph_judith-johansen.jpg]
JUDITH A. JOHANSEN
Age: 55
Director Since: 2007
Committees:
  • Corp. Gov. & Nominating
  • Compensation
Other Directorships (since):
  • Pacific Continental Corporation (2013)^
  • Pacific Continental Bank (2013)
  • Schnitzer Steel (2006)^
  • Idaho Power Company (2007)*^
  • Roseburg Forest Products (2011)
  • Kaiser Permanente (2006)
 
Additional Information
  • Former president of Marylhurst University, Oregon, from July 2008 to September 2013
  • Former president and CEO from 2001 to 2006, and executive vice president from 2000 to 2001, of PacifiCorp
  • Former CEO and Administrator from 1998 to 2000, and vice president from 1992 to 1996, of the Bonneville Power Administration
  • Former vice president, from 1996 to 1998, of Avista Energy
Other Skills and Qualifications
Ms. Johansen brings a wealth of electric utility industry knowledge and experience to our board of directors. Based on her prior service as president and CEO of PacifiCorp, as CEO and Administrator of the Bonneville Power Administration, and as vice president of Avista Energy, Ms. Johansen provides valuable industry insight and guidance regarding our regulated utility business as well as financial reporting and risk management as it relates to utility companies. She also brings to our board of directors her experience from service on the boards of two other unaffiliated public companies.
 
[MISSING IMAGE: ph_dennis-johnson.jpg]
DENNIS L. JOHNSON
Age: 59
Director Since: 2013
Committees:
  • Corp. Gov. & Nominating
Other Directorships (since):
  • United Heritage Mutual Holding Co. (2001)
  • United Heritage Financial Group (2001)
  • United Heritage Life Insurance Co. (1998)
  • Idaho Power Company (2013)*^
 
Additional Information
  • President and CEO of United Heritage Mutual Holding Company since 2001, and United Heritage Financial Group and United Heritage Life Insurance Company since 1999
  • Former president and CEO of United Heritage Financial Services, a broker-dealer, from 1994 to 1998
  • Former general counsel of United Heritage Mutual Holding Company and certain of its affiliates since 1983
  • Former director of the Public Employee Retirement System of Idaho (1995-2005) and Idaho Banking Company (1996-2003)
Other Skills and Qualifications
Mr. Johnson brings financial, risk management, and legal experience to our board of directors. Mr. Johnson acquired his extensive experience through his positions at the insurance companies at which he is the President and CEO, and from his former position as the companies’ general counsel. He also brings to the board of directors his knowledge of economics and finance and experience with employee benefits and auditing matters. Mr. Johnson’s long-standing ties to Idaho also provide an important connection to Idaho Power’s service area and allow him to offer insight into local, state, and regional issues where Idaho Power conducts business.

 
[MISSING IMAGE: ph_jlamont-keen2.jpg]
J. LAMONT KEEN
Age: 61
Director Since: 2004
Committees:
  • Executive
Other Directorships (since):
  • Cascade Bancorp (2011)^
  • Idaho Power Company (2004)*^
  • Idaho Energy Resources Co. (2004)*
 
Additional Information
  • President and CEO of IDACORP since 2006 (will retire from that position effective April 30, 2014)
  • Former CEO of Idaho Power from 2012 to 2013, and president and CEO of Idaho Power from 2005 to 2011; executive vice president of IDACORP from 2002 to 2006; president and chief operating officer of Idaho Power from 2002 to 2005; senior vice president – administration and chief financial officer of IDACORP and Idaho Power from 1999 to 2002; senior vice president – administration, chief financial officer and treasurer of IDACORP and Idaho Power in 1999; vice president, chief financial officer and treasurer of Idaho Power from 1996 to 1999; vice president and chief financial officer of Idaho Power from 1991 to 1996; controller of Idaho Power from 1988 to 1991
Other Skills and Qualifications
As our president and CEO, with over 39 years of experience at Idaho Power, including over 25 years in a capacity as an officer, Mr. Keen has developed an expansive understanding of our company, our state, and the electric utility industry. Mr. Keen’s detailed knowledge of our operations, finances, and executive administration and his active industry involvement make him a key resource and contributor to our board of directors.
 
[MISSING IMAGE: ph_robert-tinstman.jpg]
ROBERT A. TINSTMAN
Age: 67
Director Since: 1999
Committees:
  • Corp. Gov. & Nominating
  • Executive
Other Directorships (since):
  • Home Federal Bancorp (1999)^
  • Primoris Services Corp. (2009)^
  • Idaho Power Company (1999)*^
 
Additional Information
  • Former executive chairman of James Construction Group from 2002 to 2007
  • Former president and CEO from 1995 to 1999, and director from 1995 to 1999, of Morrison Knudsen Corporation
  • Former director of CNA Surety Corporation from 2004 to 2011
Other Skills and Qualifications
Mr. Tinstman brings extensive operational and executive experience in the construction industry to our board of directors. The electric utility business is capital intensive, involving heavy construction work for generation, transmission, and distribution projects. Mr. Tinstman’s construction industry knowledge and expertise provide a valuable contribution to the board of directors’ oversight function at a time when Idaho Power has embarked on major generation and transmission line construction projects. Mr. Tinstman’s experience from serving on the boards of directors of other public companies also provides the company with an experienced chairman.
 
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JOAN H. SMITH
Age: 71
Director Since: 2004
Committees:
  • Audit
  • Corp. Gov. & Nominating
Other Directorships (since):
  • Idaho Power Company (2004)*^
 
Additional
Information
  • Self-employed consultant, consulting on regulatory strategy and telecommunications, since 2003
  • Former senior fellow at the University of Maryland’s Center for International Development and Conflict Management from 2004 to 2009
  • Former Oregon Public Utility Commissioner from 1990 to 2003
  • Former affiliate director with Wilk & Associates/LECG LLP, a public consulting organization, from 2003 to 2008

 
Other Skills and Qualifications
Ms. Smith’s experience in the state regulatory setting, particularly in her role as former Oregon Public Utility Commissioner, provides a key component to our board of directors’ knowledge base. Appropriate rate recovery at the state level is critical to Idaho Power’s and our success, and Ms. Smith provides a high level of knowledge and expertise in this area. This knowledge and experience allows her to make valuable contributions to the board of directors’ deliberations and decision making.
 
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THOMAS J. WILFORD
Age: 71
Director Since: 2004
Committees:
  • Audit
Other Directorships (since):
  • Idaho Power Company (2004)*^
 
Additional Information
  • Former president and director of Alscott, Inc., involved in real estate development and other investments, from 1993 to 2012
  • Former CEO of J.A. and Kathryn Albertson Foundation, Inc., a family foundation committed and striving to be a catalyst for positive educational change, from 2003 to 2012, and former president from 1995 to 2003
  • Former director of K12, Inc., an organization that provides individualized, one-to-one learning solutions for students from kindergarten through high school, from 2002 to 2010
Other Skills and Qualifications
Mr. Wilford’s extensive business, accounting, and investment background is valuable to our board of directors and audit committee. As a certified public accountant and a former partner with Ernst & Young, Mr. Wilford also brings significant auditing, finance, and risk management experience to our board of directors. His expertise continues to be critical to the board of directors’ ongoing oversight of financial reporting and risk management.
Board of Directors’ Recommendation
The board of directors unanimously recommends a vote “FOR” the nominees listed above for one-year terms expiring in 2015.
Information About Continuing Directors – Terms Expiring in 2015 (One-Year Terms Thereafter)
 
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CHRISTINE KING
Age: 64
Director Since: 2006
Committees:
  • Compensation
  • Executive
Other Directorships (since):
  • QLogic Corp (2013)^
  • Cirrus Logic, Inc. (2013)^
  • Skyworks Solutions, Inc. (2014)^
  • Idaho Power Company (2006)*^
 
Additional Information
  • Former president and CEO and director of Standard Microsystems Corporation from 2008 to 2012
  • Former CEO and director of AMI Semiconductor from 2001 to 2008
  • Former director of Open Silicon, Inc. from 2008 to 2012
  • Former director of Atheros Communications, Inc., a developer of semiconductor system solutions for wireless and other network communications products, from 2008 to 2011
  • Former director of ON Semiconductor, a supplier of silicon solutions for green electronics, from March 2008 to October 2008
  • Former director of Analog Devices, a manufacturer of analog and digital signal processing circuits, from 2001 to 2008
Other Skills and Qualifications
Ms. King brings a key element of business diversity to our board of directors with her advanced level of experience and success in the high-tech industry. Her experience from serving as the former CEO of Standard Microsystems Corporation and former CEO of AMI Semiconductor, as well as her service on the boards of other public companies, provides important perspectives for our board of directors’ deliberations.

 
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JAN B. PACKWOOD
Age: 70
Director Since: 1998
Committees:
  • None
Other Directorships (since):
  • Westmoreland Coal Co. (2011)^
  • Idaho Power Company (1997)*^
  • IDACORP Financial Services (1997)*
  • Ida-West Energy Company (1999)*
 
Additional Information
  • Former president and CEO of IDACORP from 1999 to 2006; CEO of Idaho Power from 2002 to 2005; president and CEO of Idaho Power from 1999 to 2002; president and chief operating officer of Idaho Power from 1997 to 1999; executive vice president from 1996 to 1997, and vice president – bulk power from 1989 to 1996, of Idaho Power
  • Former director of the BSU Foundation from 2002 to 2011
Other Skills and Qualifications
As the former president and CEO of IDACORP and Idaho Power, Mr. Packwood brings to the board of directors vast knowledge of the companies, including an understanding of the risks they face. His engineering and operations background complement the backgrounds of our other board members. Mr. Packwood’s operational experience is especially important as Idaho Power proceeds with major transmission expansion plans in the current and coming years.
Information About Our Retiring Director – Term to Expire Immediately Prior to the 2014 Annual Meeting
 
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C. STEPHEN ALLRED
Age: 72
Director Since: 2009
Retirement: 2014
Committees:
  • Audit
Other Directorships (since):
  • Idaho Power Company (2009)*^
  • Longenecker & Associates (2009)
 
Additional Information
  • Managing member, Allred Consulting LLC, a provider of consulting services for management, environmental, waste management, and real estate issues, since 2004
  • Former Assistant Secretary, Land and Minerals Management for the U.S. Department of the Interior from 2006 to 2009
  • Former Director of the Idaho Department of Environmental Quality from 2000 to 2004
Other Skills and Qualifications
Mr. Allred, through his former positions as Assistant Secretary, Land and Minerals Management for the U.S. Department of the Interior and as Director of the Idaho Department of Environmental Quality and Director of the Idaho Department of Water Resources, as well as his role at Allred Consulting and Longenecker & Associates, has brought to our board of directors perspective and experience in several key areas of Idaho Power’s business, including engineering, environmental quality, and water resources. Mr. Allred’s experience in these areas has provided a critical skill set for our board of directors’ oversight of Idaho Power’s operations (including water management and environmental resource issues) and strategic planning.

Committees of the Board of Directors
Overview
Our standing committees of the board of directors are the audit committee, the compensation committee, the corporate governance and nominating committee, and the executive committee. The committee memberships as of the date of this proxy statement are set forth below. We also describe our board committees and their principal responsibilities following the table.
 
Name
Audit
Committee
Compensation
Committee
Corp. Gov.
& Nomin.
Committee
Executive
Committee
C. Stephen Allred1,3
Darrel Anderson
Thomas Carlile1
Richard J. Dahl1
2
Ronald W. Jibson1
Judith A. Johansen1
Dennis L. Johnson1
J. LaMont Keen
2
Christine King1
2
Jan B. Packwood1
Joan H. Smith1
Robert A. Tinstman1
2
Thomas J. Wilford1
1
  • Independent according to New York Stock Exchange listing standards and our Corporate Governance Guidelines
2
  • Committee chairperson
3
  • Will retire from the board of directors effective immediately prior to the Annual Meeting
Audit Committee
The audit committee is a separately designated standing committee. The audit committee:
  • assists the board of directors in the oversight of the integrity of our financial statements; our compliance with legal and regulatory requirements; the qualifications, independence, and performance of our independent registered public accounting firm; the performance of our internal audit department; and our major financial risk exposures;
  • monitors compliance under the code of business conduct for our officers and employees and the code of business conduct and ethics for our directors, and is responsible for considering and granting any waivers for directors and executive officers from the codes, and informs the general counsel immediately of any violation or waiver; and
  • prepares the audit committee report required to be included in the proxy statement for our annual meeting of shareholders.
As of the date of this proxy statement, the members of the audit committee include Mr. Allred, Mr. Dahl, Ms. Smith, and Mr. Wilford. All members of the audit committee are independent under our Corporate Governance Guidelines and applicable New York Stock Exchange listing standards, including the Securities and Exchange Commission’s audit committee member independence standards. The board of directors has determined that committee members Mr. Dahl and Mr. Wilford are “audit committee financial experts” as defined by the rules of the Securities and Exchange Commission. During 2013, the audit committee met nine times.

Compensation Committee
The compensation committee has direct responsibility to:
  • review and approve corporate goals and objectives relevant to our CEO’s compensation;
  • evaluate our CEO’s performance in light of those goals and objectives;
  • either as a committee or together with the other independent directors, as directed by the board of directors, determine and approve our CEO’s compensation based on this evaluation;