IDACORP Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
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Electric Utilities: Central
Utilities
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 13, 2025
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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.
(d) Appointment of Director.
On February 13, 2025, the boards of directors of IDACORP, Inc. (IDACORP) and Idaho Power Company (Idaho Power) appointed Scott W. Madison 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 2025. Mr. Madison will be subject to annual election thereafter. Mr. Madison was also appointed to the Audit Committee of the boards of directors, with such appointment effective immediately.
The IDACORP board of directors has determined that Mr. Madison is independent under the applicable listing standards of the New York Stock Exchange. There is no arrangement or understanding between Mr. Madison 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. Madison required to be disclosed under Item 404(a) of Regulation S-K.
In connection with his appointment to the boards of directors, on or about March 1, 2025, Mr. Madison will receive a stock grant of approximately $140,000 in value of IDACORP common stock in accordance with the terms of the IDACORP, Inc. Non-Employee Directors Stock Compensation Plan, as amended (Directors Stock Plan). A copy of the Directors 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. Madison'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 2025.
Also in connection with his appointment to the boards of directors, Mr. Madison and IDACORP executed a director indemnification agreement that provides, among other things, that IDACORP will indemnify and hold Mr. Madison 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.
Item 7.01 Regulation FD Disclosure.
On February 13, 2025, IDACORP and Idaho Power issued a press release relating to Mr. Madison’s appointment described in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished as part of this report.
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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 13, 2025
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