IDACORP Inc. Files 8-K: Material Agreement & Shareholder Vote

TL;DR

IDA filed an 8-K for a material agreement and shareholder vote. Expect updates.

AI Summary

On May 16, 2024, IDACORP INC. (IDA) filed an 8-K, reporting the entry into a material definitive agreement and the submission of matters to a vote of security holders. The filing also includes financial statements and exhibits, with Idaho Power Company, a subsidiary, also listed as a filer.

Why It Matters

This filing indicates significant corporate actions by IDACORP and its subsidiary, potentially impacting investors and operational strategies.

Risk Assessment

Risk Level: low — The filing is a standard disclosure of material events and does not inherently signal unusual risk.

Key Players & Entities

• IDACORP INC (company) — Filer
• IDAHO POWER CO (company) — Subsidiary Filer
• 20240516 (date) — Report Date

FAQ

Key Financial Figures

• $300,000,000 — an aggregate gross sale price of up to $300,000,000 (including shares of Common Stock that

Filing Documents

• ida-20240516.htm (8-K) — 68KB
• exhibit11-equitydistributi.htm (EX-1.1) — 254KB
• exhibit12-formofmasterforw.htm (EX-1.2) — 280KB
• exhibit51-legalopinionxmay.htm (EX-5.1) — 12KB
• 0001057877-24-000031.txt ( ) — 891KB
• ida-20240516.xsd (EX-101.SCH) — 3KB
• ida-20240516_def.xml (EX-101.DEF) — 18KB
• ida-20240516_lab.xml (EX-101.LAB) — 28KB
• ida-20240516_pre.xml (EX-101.PRE) — 18KB
• ida-20240516_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On May 20, 2024, IDACORP, Inc. (the "Company" or "IDACORP") entered into an equity distribution agreement (the "Equity Distribution Agreement") with the several Managers (the "Managers"), Forward Sellers (the "Forward Sellers"), and Forward Purchasers (the "Forward Purchasers") named therein relating to the issuance, offer, and sale from time to time of shares of the Company's common stock, without par value (the "Common Stock"), having an aggregate gross sale price of up to $300,000,000 (including shares of Common Stock that may be sold pursuant to the forward sale agreements described below, the "Shares"). The Shares may be offered and sold by any method or payment permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), including by means of ordinary brokers' transactions on the New York Stock Exchange, the existing trading market for the Company's shares of Common Stock, or otherwise at market prices prevailing at the time of sale, or sales made to or through a market maker or through an electronic communications network. In addition, the Shares may be offered and sold by such other methods, including privately negotiated transactions (including block trades), as the Company and any Manager agree to in writing. The Shares may be offered and sold in amounts and at times to be determined by the Company from time to time, but the Company has no obligation to offer and sell any of the Shares. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including (among others) market conditions, the trading price of the Common Stock and determinations by the Company of the appropriate sources of funding for the Company. The Equity Distribution Agreement provides that, in addition to the issuance and sale of the Shares by the Company through the Managers in their capacity as Managers, th

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. At the 2024 Annual Meeting of Shareholders ("2024 Annual Meeting") of IDACORP held on May 16, 2024, three proposals were submitted to shareholders as described in IDACORP's definitive proxy statement, dated April 2, 2024, relating to the 2024 Annual Meeting. The proposals and the results of the shareholder votes were as follows: Proposal to elect directors for one-year terms For Withheld Broker Non-Votes Odette C. Bolano 40,119,967 314,488 3,927,006 Annette G. Elg 40,102,578 331,879 3,927,005 Lisa A. Grow 40,041,284 393,172 3,927,006 Ronald W. Jibson 39,927,476 506,981 3,927,005 Judith A. Johansen 38,798,499 1,616,089 3,946,874 Dennis L. Johnson 38,556,427 1,858,163 3,946,872 Nate R. Jorgensen 40,124,724 309,733 3,927,005 Susan D. Morris 40,121,991 312,464 3,927,006 Richard J. Navarro 39,965,014 469,441 3,927,006 Dr. Mark T. Peters 40,051,167 383,289 3,927,006 The nominations were made by the IDACORP Board of Directors (the "Board"). All the nominees were current members of the Board at the date of the 2024 Annual Meeting. All of IDACORP's nominees were elected, with each nominee receiving a plurality of the votes cast. All members of the Board are also members of the Idaho Power Company Board of Directors. Advisory resolution to approve executive compensation For Against Abstentions Broker Non-Votes 38,045,492 2,204,773 184,183 3,927,014 The proposal was approved, with the votes cast in favor exceeding the votes cast against the proposal. Proposal to ratify the appointment of Deloitte & Touche LLP as IDACORP's independent registered public accounting firm for the year ending December 31, 2024 For Against Abstentions Broker Non-Votes 42,755,529 1,538,129 67,804 — The proposal was approved, with the votes cast in favor exceeding the votes cast against the proposal. * * * * * *

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains statements that relate to future events and expectations, such as, but not limited to, statements regarding the potential offer, sale, and issuance of Shares and receipt of any related proceeds by IDACORP. Such statements constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, or future events or performance, often, but not always, through the use of words or phrases such as "anticipates," "believes," "could," "estimates," "expects," "intends," "potential," "plans," "predicts," "preliminary," "projects," "targets," "may," "may result," "may continue," or similar expressions, are not statements of historical facts and may be forward-looking. Forward-looking statements are not guarantees of future performance, involve estimates, assumptions, risks, and uncertainties, and may differ materially from actual results, performance, or outcomes. In addition to any assumptions and other factors and matters referred to specifically in connection with such forward-looking statements, factors that could cause actual results or outcomes to differ materially from those contained in forward-looking statements include those factors set forth in this Current Report on Form 8-K, IDACORP's and Idaho Power Company's ("Idaho Power") most recent Annual Report on Form 10-K, particularly Part I, Item 1A - "Risk Factors" and Part II, Item 7 - "Management's Discussion and Analysis of Financial Condition and Results of Operations" of that report, subsequent reports filed by IDACORP and Idaho Power with the SEC, and the following important factors: (a) changes in market conditions; (b) changes in the trading price of the Common Stock; and (c) changes in IDACORP's or Idaho Power's financial condition or strategy. Any forward-looking statement speaks only as

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . The following exhibits are being furnished as part of this report. Exhibit Number Description 1.1 Equity Distribution Agreement, dated May 20 , 2024 1.2 Form of Master Forward Sale Confirmation 5.1 Opinion of Perkins Coie LLP 23.1 Consent of Perkins Coie LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: May 20, 2024 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

View Full Filing

View this 8-K filing on SEC EDGAR