UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): February 9, 2022
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| 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, | Idaho | 83702-5627 | ||||||||||||||||||||||||
| (208) | 338-2200 | |||||||||||||||||||||||||
| State or Other Jurisdiction of Incorporation: | Idaho | |||||||||||||||||||||||||
Former name, former address and former fiscal year, if changed since last report: | None | |||||||||||||||||||||||||
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))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock | IDA | New York Stock Exchange | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
On February 9, 2022, the boards of directors of IDACORP, Inc. (IDACORP) and Idaho Power Company (Idaho Power) appointed Jeff C. Kinneeveauk as a member of the boards of directors, effective immediately, to serve until the next annual meeting of IDACORP shareholders scheduled to be held in May 2022. Mr. Kinneeveauk will be subject to annual election thereafter. Mr. Kinneeveauk was also appointed to the Audit Committee of the boards of directors, with such appointment to become effective May 4, 2022.
Mr. Kinneeveauk, age 48, has served as a member of the board of directors of Arctic Slope Regional Corporation (ASRC) since 2016. ASRC is a private, for-profit corporation that is owned by and represents the business interests of its approximately 13,000 Iñupiat shareholders. ASRC, along with its affiliates, is the largest Alaskan-owned and operated company, employing more than 15,000 people across Alaska and the Lower 48. It has six major business segments: government contract services, petroleum refining and marketing, energy support services, industrial services, construction, and resource development. Prior to being elected to serve on the board of directors of ASRC, Mr. Kinneeveauk served as President and Chief Executive Officer of one of ASRC’s largest business units from 2010 to 2016. He worked for ASRC for over twenty years where he held various executive management positions for more than ten years. Mr. Kinneeveauk has also served on the Northwest Nazarene University (NNU) Board of Trustees, NNU Athletic Advisory Council and Chaired the Alaska Native Heritage Center Board of Directors. He earned a bachelor's degree in physics with an emphasis in engineering from Northwest Nazarene College.
The IDACORP board of directors has determined that Mr. Kinneeveauk is independent under the applicable listing standards of the New York Stock Exchange. There is no arrangement or understanding between Mr. Kinneeveauk and any other person pursuant to which he was elected as a director of IDACORP or Idaho Power. The IDACORP board of directors has determined that there are no related person transactions between IDACORP or Idaho Power and Mr. Kinneeveauk as defined under Item 404(a) of Regulation S-K.
In connection with his appointment to the boards of directors, on or about March 1, 2022, Mr. Kinneeveauk will receive a stock grant of approximately $120,000 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. 1-14465, 1-3198) as Exhibit 10.19 to the Form 10-K for the year ended December 31, 2019, filed on February 20, 2020. Other elements of Mr. Kinneeveauk's compensation for service as a member of the boards of directors will be consistent with those disclosed in IDACORP's Schedule 14A definitive proxy statement, prorated for a partial year of service in 2022.
Also in connection with his appointment to the boards of directors, Mr. Kinneeveauk and IDACORP executed a director indemnification agreement that provides, among other things, that IDACORP will indemnify and hold Mr. Kinneeveauk 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 (including Idaho Power). 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.
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: February 9, 2022
IDACORP, INC.
By: /s/ Lisa A. Grow
Lisa A. Grow
President and Chief Executive Officer
IDAHO POWER COMPANY
By: /s/ Lisa A. Grow
Lisa A. Grow
President and Chief Executive Officer