8-K
IDACORP INC (IDA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 8-K
_______________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 13, 2025
_______________________
| 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) | 388-2200 | ||||||
| State or Other Jurisdiction of Incorporation: | Idaho | ||||||
| Former name or former address, 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.
□
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<br>Number | Description |
|---|---|
| 99.1 | IDACORP, Inc. and Idaho Power Company press release, dated February 13, 2025 |
| 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
Document
Exhibit 99.1
IDACORP Appoints Scott W. Madison to Board of Directors
February 13, 2025
BOISE, Idaho — IDACORP, Inc. has announced the appointment of Scott W. Madison to serve on the Board of Directors of IDACORP and Idaho Power.
In January 2025, Madison retired as the Executive Vice President of Business Development and Gas Supply for the MDU Utilities Group, which includes Intermountain Gas Company, Cascade Natural Gas Corporation, and Montana Dakota Utility Company. Madison had been with the group since 1997, serving in a variety of leadership and executive positions for Intermountain Gas Company and Cascade Natural Gas Corporation.
“We are excited to welcome Scott to our leadership team,” said Lisa Grow, IDACORP and Idaho Power President and CEO. “His ties to Idaho and deep knowledge of the public utility industry make him a great addition to our board.”
Madison is vice chairman of the Idaho Governor’s Cup and is a member of the Idaho Judicial Council, the University of Idaho Foundation, and the Idaho Energy Resources Authority. Madison is a past director and chairman of the Northwest Gas Association. He is also a past director and chairman of the Idaho Association of Commerce and Industry and the Boise Metro Chamber of Commerce. His board experience also includes the Association of Washington Business, the Western Energy Institute, Idaho Ducks Unlimited, and the Better Business Bureau of Idaho.
“Scott brings a wealth of experience to our board, as well as valuable insights into the natural gas industry,” said Dennis Johnson, Chair of the IDACORP and Idaho Power Board of Directors. “We’re looking forward to the leadership he will bring in the areas of business strategy, finance, team building, and customer service in addition to his utility expertise.”
“I am honored and humbled to have the opportunity to serve on the Board of Directors of IDACORP and Idaho Power,” Madison said. “These companies have a rich and distinguished history in Idaho and Oregon and will provide the vital infrastructure for our continued growth and prosperity.”
Madison is a certified public accountant who graduated from the University of Idaho with a Bachelor of Science in accounting with a minor in economics. Prior to working for Intermountain Gas Company, he was a senior manager with Arthur Andersen.
Idaho Power also announced the promotion of Angelique Rood to Vice President of Corporate Services and Communications. Rood has been with Idaho Power for 18 years, serving in a variety of leadership and management roles across several departments. She replaces Debra Leithauser, who announced her
retirement effective October 31, 2025. Leithauser will remain a Vice President working on special projects until that time.
About Idaho Power
Idaho Power, headquartered in vibrant and fast-growing Boise, Idaho, has been a locally operated energy company since 1916. Today, it serves a 24,000-square-mile area in Idaho and Oregon. The company has a long history of safely providing reliable, affordable, clean energy. With 17 low-cost hydroelectric projects at the core of its diverse energy mix, Idaho Power’s residential, business, and agricultural customers pay among the nation’s lowest prices for electricity. Its 2,100 employees proudly serve more than 640,000 customers with a culture of safety first, integrity always, and respect for all.
IDACORP Inc. (NYSE: IDA), Idaho Power’s independent publicly traded parent company, is also headquartered in Boise, Idaho. To learn more, visit idahopower.com or idacorpinc.com.
Jordan Rodriguez
Communications Specialist
jrodriguez@idahopower.com
208-388-2460