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): November 17, 2021
_______________________
| 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.
□
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Officer
On November 17, 2021, Steven R. Keen, Senior Vice President and Chief Financial Officer of IDACORP, Inc. (“IDACORP”) and Idaho Power Company (“Idaho Power”), announced his plans to retire as an officer of IDACORP and Idaho Power, effective as of October 1, 2022, after 40 years of service to the companies. Mr. Keen, age 61, has been the Senior Vice President and Chief Financial Officer of IDACORP and Idaho Power since March 2020 and Senior Vice President, Chief Financial Officer and Treasurer of IDACORP and Idaho Power since May 2014. He will retain his role as Senior Vice President and Chief Financial Officer of IDACORP and Idaho Power until March 1, 2022, and thereafter will serve as Senior Vice President of IDACORP and Idaho Power through his retirement date. No elements of Mr. Keen’s compensation or benefit arrangements were changed in connection with his announced retirement or change in title.
Appointment of Officers
At their meetings held on November 18, 2021, the Boards of Directors of IDACORP and Idaho Power (the “Boards of Directors”) appointed Brian R. Buckham as Senior Vice President and Chief Financial Officer of IDACORP and Idaho Power, effective March 1, 2022. Mr. Buckham, age 42, has been the Senior Vice President and General Counsel of IDACORP and Idaho Power since February 2017, and was the Vice President and General Counsel of IDACORP and Idaho Power from April 2016 to February 2017.
Also, at their meetings held on November 18, 2021, the Boards of Directors appointed Patrick A. Harrington as Vice President, General Counsel and Corporate Secretary of IDACORP and Idaho Power, effective March 1, 2022. Mr. Harrington, age 61, has been the Corporate Secretary of IDACORP and Idaho Power since March 2007.
The Boards of Directors did not make any changes to the compensation, severance, or other benefit arrangements for Mr. Buckham or Mr. Harrington at the November 18, 2021 meeting, instead reserving the determination and effectiveness of any such changes for a subsequent date. There are no family relationships between Mr. Buckham or Mr. Harrington and any director or executive officer of IDACORP or Idaho Power. There are no related person transactions between Mr. Buckham and IDACORP or Idaho Power.
Jamie Harrington, Mr. Harrington’s brother, is an employee of Idaho Power who is expected to receive combined base salary and incentive compensation from Idaho Power in excess of $120,000 in 2021. Jamie Harrington is not an officer of Idaho Power and his base salary and incentive compensation were consistent with amounts paid to Idaho Power employees in similar roles, and the compensation committee and full Board of Directors approved the design and metrics of the incentive programs in which he participated in 2021. In February 2021, the Corporate Governance and Nomination Committee and the Board of Directors reviewed, ratified, and approved the potential related party transaction involving Jamie Harrington.
Item 7.01 Regulation FD Disclosure.
On November 19, 2021, IDACORP issued a press release relating to the executive officer retirement and appointments 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.
______________
The information in Item 7.01 of this report, including the press release furnished as Exhibit 99.1 hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
______________
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. press release, datedNovember 19, 2021 |
| 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: November 19, 2021
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
November 19, 2021
IDACORP and Idaho Power CFO Steven R. Keen Announces Retirement
SVP and General Counsel Brian Buckham to Transition to CFO Role on March 1, 2022
BOISE, Idaho – IDACORP, Inc. (NYSE:IDA): IDACORP, Inc. and Idaho Power Company Senior Vice President and Chief Financial Officer Steven R. Keen has announced his intent to retire on October 1, 2022 after 40 years of service. Keen has been instrumental in leading IDACORP to a record-setting 13 consecutive years of growth in earnings per share. He has been with Idaho Power since 1982 and has been the company’s CFO since May 2014.
The Board of Directors of IDACORP, Inc. and Idaho Power Company have appointed Brian R. Buckham to succeed Keen, effective March 1, 2022. After March 1, Keen will stay on as a senior vice president until he retires later in the year.
“Steve’s contributions to Idaho Power over the past 40 years are hard to overstate. He has helped us navigate challenges and seize opportunities, always making sure we are well positioned financially to best serve our customers,” said Lisa Grow, President and CEO of IDACORP and Idaho Power. “Steve has paved an incredible path and has built a strong finance team, and Brian is well positioned to continue to lead that effort.”
“It’s been an amazing run, and I’m honored to have been able to serve this company for four decades,” said Keen. “Over the next year, I look forward to working with Brian on developing a smooth transition to ensure the continued success of the companies for our customers, employees, and investors.”
Buckham is an Idaho native with a bachelor’s degree in mining engineering from the University of Idaho, a Master of Business Administration from Gonzaga University and a Juris Doctor, summa cum laude, from the University of Idaho College of Law. He has worked for Idaho Power since 2010, focused on areas such as securities law, capital markets, corporate governance, and risk management, among others, and was named Senior Vice President and General Counsel for Idaho Power and IDACORP in March 2017.
When Buckham becomes CFO on March 1, Pat Harrington will become Vice President, General Counsel and maintain his role as Corporate Secretary. Harrington has over 35 years of experience at Idaho Power, with a broad suite of knowledge in legal and corporate governance areas. He received his undergraduate and juris doctor degrees from the University of Idaho. Harrington has served as the companies’ Corporate Secretary since 2007.
Background Information
IDACORP, Inc. (NYSE: IDA), Boise, Idaho-based and formed in 1998, is a holding company comprised of Idaho Power, a regulated electric utility; IDACORP Financial, a holder of affordable housing projects and
other real estate investments; and Ida-West Energy, an operator of small hydroelectric generation projects
that satisfy the requirements of the Public Utility Regulatory Policies Act of 1978. Idaho Power began operations in 1916 and employs approximately 2,000 people to serve a 24,000-square-mile service area in southern Idaho and eastern Oregon. Idaho Power’s goal of 100% clean energy by 2045 builds on its long history as a clean-energy leader providing reliable service at affordable prices. With 17 low-cost hydropower projects at the core of its diverse energy mix, Idaho Power’s more than 600,000 residential, business, and agricultural customers pay among the nation's lowest prices for electricity. To learn more about IDACORP or Idaho Power, visit www.idacorpinc.com or www.idahopower.com.
| Investor and Analyst Contact | Media Contact |
|---|---|
| Justin S. Forsberg | Jordan Rodriguez |
| Director of Investor Relations & Treasury | Corporate Communications |
| Phone: (208) 388-2728 | Phone: (208) 388-2460 |
| JForsberg@idacorpinc.com | JRodriguez@idahopower.com |