SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy [_] CONFIDENTIAL, FOR USE OF
Statement THE COMMISSION ONLY (AS
PERMITTED BY RULE 14A-
6(E)(2))
[X] Definitive Proxy
Statement
[_] Definitive Additional
Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Idaho Power Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
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Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
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March 24, 1997
Dear Fellow Shareholder:
It is our pleasure to invite you to attend the 1997 Annual Meeting of
Shareholders to be held on May 7, 1997, at 2:00 P.M., local time, at the Boise
Centre on the Grove, 850 West Front Street, Boise, Idaho. Your Board of
Directors and management look forward to personally greeting those shareholders
able to attend.
Information about the business of the meeting and the nominees for election as
members of the Board of Directors is set forth in the Notice of Meeting and the
Proxy Statement on the following pages. This year, you are asked to elect four
Directors and to ratify the appointment of an independent auditor for the fiscal
year ending December 31, 1997.
The utility industry is undergoing change, and our Company continues to change
to meet the challenges of a competitive future. Anticipating and responding to
the competitive future is critical to our continued viability and will determine
our success in increasing the value of your investment. We will again share with
you changes in the industry and the rebuilding of our organization.
YOUR VOTE IS IMPORTANT. YOU CAN BE SURE YOUR SHARES ARE REPRESENTED
AT THE MEETING BY PROMPTLY RETURNING YOUR COMPLETED PROXY IN THE ENCLOSED
ENVELOPE. You may revoke your proxy prior to or at the meeting and may vote in
person if you wish.
Sincerely,
(Joseph W. Marshall) (Larry R. Gunnoe)
Joseph W. Marshall Larry R. Gunnoe
Chairman of the Board and CEO President and COO
March 24, 1997
Dear Fellow Shareholder:
It is our pleasure to invite you to attend the 1997 Annual Meeting of
Shareholders to be held on May 7, 1997, at 2:00 P.M., local time, at the Boise
Centre on the Grove, 850 West Front Street, Boise, Idaho. Your Board of
Directors and management look forward to personally greeting those shareholders
able to attend.
Information about the business of the meeting and the nominees for election as
members of the Board of Directors is set forth in the Notice of Meeting and the
Proxy Statement on the following pages. This year, you are asked to elect four
Directors and to ratify the appointment of an independent auditor for the fiscal
year ending December 31, 1997.
The utility industry is undergoing change, and our Company continues to change
to meet the challenges of a competitive future. Anticipating and responding to
the competitive future is critical to our continued viability and will determine
our success in increasing the value of your investment. We will again share with
you changes in the industry and the rebuilding of our organization.
YOUR VOTE IS IMPORTANT. EMPLOYEES ARE THE SINGLE LARGEST HOLDER OF THE
COMPANY'S COMMON STOCK. YOU CAN BE SURE YOUR SHARES ARE REPRESENTED AT THE
MEETING BY PROMPTLY RETURNING YOUR COMPLETED PROXY IN THE ENCLOSED ENVELOPE. You
may revoke your proxy prior to or at the meeting and may vote in person if you
wish.
Sincerely,
(Joseph W. Marshall) (Larry R. Gunnoe)
Joseph W. Marshall Larry R. Gunnoe
Chairman of the Board and CEO President and COO
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 7, 1997, AT BOISE, IDAHO
March 24, 1997
TO THE SHAREHOLDERS OF IDAHO POWER COMPANY:
The Annual Meeting of Shareholders of Idaho Power Company will be held on May 7,
1997, at 2:00 P.M., local time, for the following purposes:
1. to elect four Director nominees;
2. to ratify the selection of Deloitte & Touche LLP as independent auditor for
the fiscal year ending December 31, 1997; and
3. to transact such other business that may properly come before the meeting.
Shareholders of record at the close of business on March 18, 1997, are entitled
to notice of and to vote at the meeting.
All shareholders are cordially invited to attend the Annual Meeting in person.
WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE RETURN YOUR PROXY PROMPTLY. It is
important that you mark, sign, date and return the accompanying proxy,
regardless of the size of your holdings, as promptly as possible. A
self-addressed postage prepaid envelope is enclosed for you to return the proxy
card. Any shareholder returning a proxy card who attends the meeting may vote in
person by revoking that proxy prior to or at the meeting.
By Order of the Board of Directors
Robert W. Stahman
Corporate Secretary
TO SHAREHOLDERS WHO RECEIVE MULTIPLE PROXIES
IF YOU OWN COMPANY STOCK (COMMON OR PREFERRED) OTHER THAN THE SHARES SHOWN ON
THE ENCLOSED PROXY, YOU WILL RECEIVE A PROXY IN A SEPARATE ENVELOPE FOR EACH
SUCH HOLDING. PLEASE EXECUTE AND RETURN EACH PROXY RECEIVED.
PROXY STATEMENT
Idaho Power Company
1221 West Idaho Street
P. O. Box 70
Boise, Idaho 83707-0070
GENERAL
This Proxy Statement will first be sent to shareholders on or about March 24,
1997.
The Proxy Statement and accompanying proxy card(s) are furnished in connection
with the solicitation of proxies on behalf of the Board of Directors for use at
the Annual Meeting of Shareholders to be held on May 7, 1997, at 2:00 P.M.,
local time, at the Boise Centre on the Grove, 850 West Front Street, Boise,
Idaho 83702, and at any adjournments thereof.
The cost of soliciting proxies will be paid by the Company. Besides soliciting
by mail, the Company may request the return of proxies personally or by
telephone, telegraph or facsimile without extra compensation. Additionally,
solicitation of proxies from brokers, banks, nominees and institutional
investors will be made by Beacon Hill Partners, Inc., at a cost to the Company
of approximately $3,500 plus out-of-pocket expenses. The Company will reimburse
banks, brokerage firms and other custodians, nominees and fiduciaries for their
expenses in sending proxy materials to beneficial owners.
VOTING
Shareholders representing a majority of the voting power must be represented at
the meeting, in person or by proxy, to constitute a quorum for transacting
business. Assuming a quorum is present, the affirmative vote by the holders of a
majority of the shares represented at the Annual Meeting and entitled to vote
will be required to act on the election of Directors and ratification of
independent auditor. In accordance with the law of the State of Idaho, if a
shareholder abstains on any matter, that shareholder's shares will not be voted
on such matter. Thus, an abstention from voting on any matter has the same legal
effect as a vote "against" the matter. A broker non-vote is not considered
present for voting purposes and therefore will have no effect on the outcome on
the matters to be acted upon.
If no direction is given by a shareholder, proxies received will be voted FOR
Proposal 1, management's nominees for Directors, and FOR Proposal 2,
ratification of the selection of Deloitte & Touche LLP as independent auditor
for the year 1997.
The outstanding voting securities of the Company as of the record date for the
meeting are as follows: 169,436 shares of 4% Preferred Stock, $100 par value,
each share being entitled to twenty votes; 150,000 shares of 7.68% Series,
Serial Preferred Stock, $100 par value, each share being entitled to one vote;
and 37,612,351 shares of Common Stock, $2.50 par value, each share being
entitled to one vote. The aggregate voting power of outstanding voting
securities is 41,151,071 votes.
It is the policy of the Company that all proxy cards and ballots for shareholder
meetings that identify shareholders, including employees, are to be kept secret,
and no such document shall be available for examination nor shall the identity
and vote of any shareholder be disclosed to the Company or to any third party.
Proxy cards shall be returned in envelopes addressed to the independent
tabulator who receives, inspects and tabulates the proxies. Individual voted
proxies and ballots are not seen by nor reported to the Company except (i) as
necessary to meet applicable legal requirements, (ii) to allow the independent
election inspectors to certify the results of the shareholder vote, (iii) in the
event of a matter of significance where there is a proxy solicitation in
opposition to the Board of Directors, based upon an opposition proxy statement
filed with the Securities and Exchange Commission, or (iv) to respond to
shareholders who have written comments on their proxies.
A proxy may be revoked at any time before it is voted at the meeting. Any
shareholder who attends the meeting and wishes to vote in person may revoke his
or her proxy by oral notice at that time. Otherwise, revocation of a proxy must
be mailed to the Corporate Secretary of the Company at P. O. Box 70, Boise,
Idaho 83707, and received prior to the meeting.
The close of business on March 18, 1997, is the record date for determining
shareholders entitled to notice of and to vote at the meeting.
1. ELECTION OF DIRECTORS
The Company's Restated Articles of Incorporation provide that the Directors of
the Company be elected for three-year terms with approximately one-third of the
Board of Directors to be elected at each Annual Meeting of Shareholders. The
four Directors standing for election at the 1997 Annual Meeting are identified
below as nominees for election with terms expiring in the year 2000. All
nominees are currently Directors of the Company.
Unless otherwise instructed proxies received will be voted in favor of the
election of the Director nominees. While it is not expected that any of the
nominees will be unable to qualify for or accept office, if for any reason one
or more shall be unable to do so, the proxies will be voted for nominees
selected by the Board of Directors.
NOMINEES FOR ELECTION
TERMS EXPIRE 2000
LARRY R. GUNNOE - Director since 1990, Age 61 (photo)
President and Chief Operating Officer of Idaho Power Company (since 1990);
formerly Vice President - Distribution (1988-1990).
PETER T. JOHNSON - Director since 1993, Age 64 (photo)
Private Investor; former Administrator of the Bonneville Power Administration
(1981-1986); director of Standard Insurance Company.
JOSEPH W. MARSHALL - Director since 1989, Age 58 (photo)
Chairman of the Board and Chief Executive Officer of Idaho Power Company (1989
to present).
PETER S. O'NEILL - Director since 1995, Age 60 (photo)
President, O'Neill Enterprises Inc. (since 1990); director of BMC West
Corporation.
CONTINUING DIRECTORS
TERMS EXPIRE 1999
ROGER L. BREEZLEY - Director since 1993, Age 58 (photo)
Private Investor; formerly a director (1983-1995), Chairman of the Board (1987-
1994) and Chief Executive Officer (1987-1993) of U.S. Bancorp.
JOHN B. CARLEY - Director since 1990, Age 63 (photo)
Chairman of the Executive Committee of the Board of Directors (1996) of
Albertson's, Inc.; formerly President (1984-1996) and Chief Operating Officer
1990-1996) of Albertson's, Inc.; director of Boise Cascade Office Products Co.
JACK K. LEMLEY - Director since 1995, Age 62 (photo)
Director of Lemley & Associates, Inc. (since 1987) and Chairman of the Board
and Chief Executive Officer of American Ecology Corp.
EVELYN LOVELESS - Director since 1987, Age 63 (photo)
Chief Executive Officer (since 1992) and a director of Global, Inc.; director of
Key Bank of Idaho (since 1993); formerly President of Global, Inc. (1989-1992).
CONTINUING DIRECTORS
TERMS EXPIRE 1998
ROBERT D. BOLINDER - Director since 1980, Age 65 (photo)
President of Robert D. Bolinder Associates; director of Hannaford Bros. Co.
Inc.; director and Executive Vice President-Corporate Development and
Planning of Smith's Food & Drug Centers, Inc. (1988-1996).
JON H. MILLER - Director since 1988, Age 59 (photo)
Private Investor; formerly President and Chief Operating Officer (1978-1990) and
a director (1977-1990) of Boise Cascade Corporation; director of Specialty
Paperboard Corporation.
GENE C. ROSE - Director since 1983, Age 68 (photo)
Former partner, now of counsel to the law firm of Yturri, Rose, Burnham, Bentz &
Helfrich.
PHIL SOULEN - Director since 1971, Age 67 (photo)
President of Soulen Livestock Co.; President of Weiser Feed & Storage, Inc.
MEETINGS OF THE BOARD AND COMMITTEES
The Board of Directors held six meetings during 1996. All incumbent Directors
attended at least 75 percent of the total meetings of the Board of Directors and
all committees of which they were members. The average attendance during 1996 at
all meetings of the Board and all meetings of the Committees of the Board was
98.5 percent. Board committees, their membership during 1996 and a brief
statement of their principal responsibilities are presented below.
Executive Committee
The Executive Committee, pursuant to the Company's By-laws, can exercise the
authority of the full Board of Directors which may be lawfully delegated between
meetings of the full Board in the management of the business affairs of the
Company. It also acts as a nominating committee to review and make
recommendations to the Board of Directors for Director candidates to fill Board
vacancies and to select nominees for membership on Board committees. In
addition, it considers shareholder nominees for the Board of Directors for whom
written resumes are received prior to December 11 for the next year's annual
meeting. Members of the Committee are Robert D. Bolinder (chairman), John B.
Carley, Joseph W. Marshall, Jon H. Miller and Gene C. Rose. During 1996, the
Executive Committee met two times.
Audit Committee
The primary function of the Audit Committee is to assist the Board of Directors
in fulfilling its oversight responsibilities by reviewing the financial
information which will be provided to the shareholders and others, the systems
of internal controls which management and the Board have established, the audit
process and services provided by the independent auditors, the plans and
activities of the Internal Audit Department and the conducting of business under
the Business Conduct Guide. Members of the Committee are Gene C. Rose
(chairman), Robert D. Bolinder, Peter T. Johnson and Jack K. Lemley. During
1996, the Audit Committee met three times.
Compensation Committee
The primary function of the Compensation Committee is to assist the Board of
Directors in discharging its duties and responsibilities regarding management of
the Company's total compensation philosophy, total compensation programs for
executives, senior managers and employees, and all other compensation-related
matters which properly come before the Board of Directors. Members of the
Committee are John B. Carley (chairman), Peter T. Johnson, Evelyn Loveless and
Peter S. O'Neill. During 1996, the Compensation Committee met six times.
Finance Committee
The Finance Committee has authority to authorize and approve the issuance and
sale or contract for the sale of debt securities and/or the call for redemption
of debt securities of the Company. Members of the Committee are Joseph W.
Marshall (chairman), Robert D. Bolinder, John B. Carley and Jon H. Miller.
During 1996, the Finance Committee met two times.
Investment Committee
The primary function of the Investment Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities to participants and
beneficiaries under the Retirement Plan and to the Company's shareholders by
reviewing Plan design, formulating investment philosophies and establishing
investment policies, establishing performance measurement objectives and
benchmarks, monitoring the performance of investment managers, trustees,
independent consultants and consulting actuaries to the Plan, reviewing
sufficiency of Plan assets to cover liabilities and reviewing compliance with
all applicable laws and regulations pertaining to the Plan. Members of the
Committee are Jon H. Miller (chairman), Roger L. Breezley, Phil Soulen and Larry
R. Gunnoe. During 1996, the Investment Committee met two times.
TRANSACTIONS WITH MANAGEMENT
See Compensation Committee Interlocks and Insider Participation for additional
information regarding Mr. O'Neill.
2. RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITOR
At the meeting, the shareholders will be asked to ratify the selection by the
Board of Directors of Deloitte & Touche LLP as the firm of independent public
accountants to audit the financial statements of the Company for the fiscal year
1997. This firm has conducted consolidated annual audits of the Company for many
years and is one of the world's largest firms of independent certified public
accountants. A representative of Deloitte & Touche LLP is expected to be present
at the meeting and will have an opportunity to make a statement and to respond
to appropriate questions.
The Board of Directors unanimously recommends a vote FOR
Deloitte & Touche LLP as Independent Auditor
3. OTHER BUSINESS
Neither the Board of Directors nor management intends to bring before the
meeting any business other than the matters referred to in the Notice of Meeting
and this Proxy Statement. In addition, they have not been informed that any
other matter will be presented to the meeting by others. If any other business
should properly come before the meeting, or any adjournment thereof, the persons
named in the proxy will vote on such matters according to their best judgment.
At the meeting, management will report on the Company's business, and
shareholders will have an opportunity to ask questions.
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the number of shares beneficially owned on March
1, 1997, by the Directors and nominees, by those Executive Officers named in the
Summary Compensation Table and by the Directors and Executive Officers of the
Company as a group:
Amount of Percent
Title of Class Name of Beneficial Owner Beneficial Ownership(1) of Class
Common Stock Robert D. Bolinder 877 *
Common Stock Roger L. Breezley 613
Common Stock John B. Carley 2,646 *
Common Stock Larry R. Gunnoe 26,331
Common Stock Peter T. Johnson 2,000 *
Common Stock Jack K. Lemley 1,500 *
Common Stock Evelyn Loveless 1,249
Common Stock Joseph W. Marshall 30,411
Common Stock Jon H. Miller 500 *
Common Stock Peter S. O'Neill 500 *
Common Stock Gene C. Rose 2,314
Common Stock Phil Soulen 5,771 *
Common Stock Douglas H. Jackson 22,514
Common Stock J. LaMont Keen 8,562 *
Common Stock Jan B. Packwood 16,435 *
Common Stock All Directors and
Executive Officers
as a group (18 persons) 149,061 .40
Preferred Stock All Directors and
Executive Officers
as a group (18 persons) 27 .02
____________________
*Less than 1 percent.
(1) Includes shares of Common Stock subject to forfeiture and restrictions on
transfer issued pursuant to the 1994 Restricted Stock Plan for officers and
executives of the Company.
All Directors and Executive Officers have voting and investment power for the
shares held by them including shares owned through the Employee Savings Plan and
the Dividend Reinvestment and Stock Purchase Plan.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of Company records and copies of reports on Forms 3,
4 and 5 furnished to the Company or written representations that no reports on
Form 5 were required, the Company believes that during 1996 all persons subject
to the reporting requirements of Section 16(a) of the Securities Exchange Act of
1934, as amended, filed the required reports on a timely basis.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
REPORT OF COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
GENERAL
The Compensation Committee (Committee) of the Board of Directors administers the
Company's executive compensation program. As such, the Committee is responsible
for recommending (1) the compensation philosophy, (2) executive compensation
plans that support the philosophy, and (3) the appropriate levels of
compensation for Executive Officers. The Committee is composed of four
independent, non-employee Directors. Following the development of
recommendations by the Compensation Committee, all issues related to executive
compensation are submitted to the full Board of Directors for approval. The
Board approved, without modification, all executive compensation recommendations
of the Committee for 1996.
EXECUTIVE OFFICER COMPENSATION PHILOSOPHY
The compensation philosophy for Executive Officers is consistent with the
compensation philosophy the Company has adopted for all employees. The Company's
compensation program is designed to:
1. manage employee compensation as an investment with the expectation
employees will contribute to the Company's financial performance, its
environmental record and public reputation in the territory it serves;
2. be competitive with respect to those companies in the markets in which the
Company competes for employees, allowing the Company to successfully
attract and retain the qualified employees necessary for long-term success;
3. recognize individuals for their demonstrated ability to perform their
position responsibilities; and
4. balance total compensation with the Company's ability to pay.
EXECUTIVE OFFICER 1996 COMPENSATION
Salary ranges for Executive Officers are reviewed annually and are supported by
salary comparisons with similar positions in electric utilities throughout the
United States with annual revenues ranging from $500 million to $700 million.
The competitive point for executive compensation for 1996 was targeted near the
median of the salary levels for executive officers of these utilities. Actual
compensation of individual Executive Officers is based upon their levels of
responsibility, experience in their positions, prior experience, breadth of
knowledge and job performance. The electric utility group utilized by the
Committee to compare Executive Officer salaries is different from the EEI 100
Electric Utilities Index group utilized by the Company to compare the financial
performance of the Company with a nationally recognized industry standard. The
Committee has used this smaller electric group for salary comparison purposes
since November 1994, based on its belief that it is more appropriate to compare
Executive Officer salaries with electric utilities of comparable revenues, size
and complexity than with all electric utilities regardless of size as
represented in the EEI Electric Utilities Index.
In November of 1995, the Committee recommended adjustments to the 1996 salary
ranges for the Executive Officer group based on the annual Executive Officer
compensation review completed by the Committee. Because Executive Officer
salaries remained low versus the comparison group, salary adjustments for 1996
were higher, averaging approximately 9 percent, to move them nearer (but
slightly below) the median of the comparison group. The Committee considered
each of the factors discussed above but did not assign a formal weighting for
each factor.
The Company's Executive Annual Incentive Plan implemented on January 1, 1995
ties a portion of each executive's compensation to achieving annual operational
and financial goals. The incentive awards are based upon pre-established
performance goals to promote safety, measure customer satisfaction, control
capital expenditures, control operation and maintenance expenses and increase
annual earnings per share. Each goal is designed with a minimum, target and
maximum performance payout level and is weighted evenly at 20 percent for each
of the five goals. The safety goal measures Company performance in four
areas--cumulative accidents (75 or less), lost time accidents (18 or less), lost
time hours (1,600 or less) and no employee fatalities. In the safety area, the
level of payout is based on the number of goals achieved. The customer
satisfaction goal was added to the plan in January 1, 1996. This goal measures
Company performance relative to a secure customer index (SCI). The SCI
identifies the percentage of customers who are secure or are likely to continue
using the Company's products and services. For 1996, the SCI goal was
established at minimum 35 percent, target 36 percent and maximum 37 percent. The
financial goals measure Company performance in three areas--capital expenditures
(minimum $90.0 million, target $88.2 million and maximum $87.3 million), other
operational and maintenance expenses (minimum $176.7 million, target $173.4
million and maximum $170.1 million), and earnings per share (minimum $2.12,
target $2.16 and maximum $2.22). The award opportunities vary by position as a
percentage of base salary with award opportunities for the Executive Officers
ranging from 6.5 percent if minimum goals are met to 19.5 percent if maximum
goals are met. The target level is reviewed annually as part of the annual
Executive Officer compensation review referenced above and is set at a level
below the median target levels among the comparison group. In 1996, the Company
achieved a level of performance averaging near the target level for the five
performance goals and, as a result, the Executive Officers will receive awards
of 14.7 percent of their salaries. These awards under the Executive Annual
Incentive Plan are reflected in the bonus column of the Summary Compensation
Table.
The 1994 Restricted Stock Plan ("Plan"), approved by shareholders at the May
1994 Annual Meeting, was implemented in January 1995 as an equity-based
long-term incentive plan. A second grant under the Plan was made to all officers
in January 1996, with a three-year restricted period beginning January 1, 1996,
and ending December 31, 1998, with a single financial performance goal of
Cumulative Earnings Per Shares ("CEPS"). To receive a final share award after
the restricted period ends each officer must be employed by the Company, as an
officer, during the entire restricted period (with certain exceptions), and the
Company must achieve the CEPS performance goal established by the Board of
Directors. The restricted stock grant percentage (a percentage of base salary
converted into shares of stock based upon the closing stock price for a share of
Company common stock on December 31, 1996) varied by position with the
percentages for the Chief Executive Officer and the President and Chief
Operating Officer ranging from a minimum of 12 percent to a maximum of 36
percent and the other officers receiving percentages ranging from a minimum of 9
percent to a maximum of 27 percent. The target grant percentages for new grants
are reviewed annually as part of the annual Executive Officer compensation
review referenced above and the 1996 grants were established at a level below
the median target levels among the comparison group.
The Company has no policy regarding the deductibility of qualifying compensation
paid to Executive Officers under Section 162(m) of the Internal Revenue Code.
CEO 1996 COMPENSATION
In January of 1996, Mr. Marshall, who has served as Chief Executive Officer
since 1989, was granted a salary increase of approximately 7 percent. The
competitiveness of Mr. Marshall's salary is reviewed annually based upon
comparisons with salaries of chief executive officers of comparable utilities
with annual revenues ranging from $500 million to $700 million. The competitive
point for Mr. Marshall's salary is targeted near the median of this comparison.
The actual 1996 salary adjustment for Mr. Marshall is based on the level of his
responsibilities, the depth of his experience, his job performance and the
overall competitive level of his current compensation based on the annual
Executive Officer compensation review referenced above and was near the median
of salary levels for chief executive officers of the comparison utility group.
The Committee considered each of these factors but did not assign a formal
weighting for each factor. Mr. Marshall is a participant under the Executive
Annual Incentive Plan with a 1996 award opportunity ranging from a minimum of
6.5 percent to a maximum of 19.5 percent of base salary. This award level was
established based upon the executive annual compensation review referenced above
and was approximately one-half of the median level award opportunities for chief
executive officers of the comparison utility group. In 1996, the Company
achieved a level of performance near the target level under the Executive Annual
Incentive Plan, and as a result, Mr. Marshall will receive an award of 14.7
percent of his base salary. In addition Mr. Marshall is a participant in the
Restricted Stock Plan as discussed above and received a stock grant at the
target level of 24 percent in 1996 and will receive a final share award after
the restricted period ends if he remains employed by the Company as an officer
during the entire restricted period and the Company achieves its CEPS
performance goal established by the Board of Directors.
John B. Carley, Chairman Evelyn Loveless
Peter T. Johnson Peter S. O'Neill
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------- ------------------------------------
AWARDS PAYOUTS
------------------------- -------
OTHER SECURITIES ALL
ANNUAL RESTRICTED UNDERLYING OTHER
COMPEN- STOCK OPTIONS/ LTIP COMPEN-
NAME AND SALARY BONUS SATION(1) AWARD(S)(2) SARs PAYOUTS SATION(3)
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
- ---------------------------------------------------------------------------------------------------------- ----------------
Joseph W. Marshall 1996 400,000 56,990 - 96,000 0 0 6,000
Chairman of the Board 1995 375,000 73,125 - 69,090 0 0 6,000
and Chief Executive 1994 350,000 0 - 0 0 0 6,000
Officer
Larry R. Gunnoe 1996 270,000 38,470 - 64,800 0 0 6,000
President and 1995 240,000 46,800 - 43,710 0 0 6,000
Chief Operating Officer1994 220,000 0 - 0 0 0 6,000
Jan B. Packwood 1996 182,000 25,049 - 30,600 0 0 6,000
ExecutiveVice President1995 155,000 30,225 - 18,330 0 0 6,000
1994 149,000 0 - 0 0 0 5,960
Douglas H. Jackson 1996 170,000 24,222 - 30,600 0 0 5,449
Vice President- 1995 155,000 30,225 - 18,330 0 0 6,000
Retail Services 1994 145,000 0 - 0 0 0 5,800
J. LaMont Keen 1996 170,000 24,222 - 30,600 0 0 6,000
Vice President, Chief 1995 152,000 29,640 - 18,330 0 0 6,000
Financial Officer & 1994 141,000 0 - 0 0 0 5,640
Treasurer
- -------------
(1) The aggregate value of perks/personal benefits for each named Executive
Officer is substantially less than the minimum disclosure requirements.
(2) The amounts shown in the "Restricted Stock Awards" column for 1995 and 1996
reflect the value (as of December 31, 1994 for 1995 and as of December 31,
1995 for 1996) of the Restricted Stock Awards made under the Restricted
Stock Plan described in the Compensation Committee Report.
Aggregate restricted stock holdings as of December 31, 1996 are as follows:
Mr. Marshall held 6,140 ($191,107) shares of restricted stock; Mr. Gunnoe
held 4,020 ($125,122) shares of restricted stock; Messrs. Packwood, Jackson
and Keen each held 1,800 ($56,025) shares of restricted stock.
Dividends are paid on restricted stock when and as paid on the Company's
Common Stock.
(3) Represents the Company's contribution to the Employee Savings Plan (401-k
plan).
DIRECTOR COMPENSATION
Directors who are not employees of the Company receive $600 for each Board
meeting and for each committee meeting attended. In addition, non-employee
Directors who are chairmen of Board committees receive $1,200 per month; other
non-employee Directors receive $1,000 per month. The Company permits Directors
to defer all or a portion of any retainers and meeting fees under a deferred
compensation plan. Under the plan, at retirement Directors may elect to receive
one lump-sum payment of all amounts deferred with interest, or a series of up to
10 equal annual payments, depending upon the specific deferral arrangement. A
special account is maintained on the Company's books showing the amounts
deferred and the interest accrued thereon. The Directors participate in a
non-qualified deferred compensation plan (a non-qualified defined benefit plan
for Directors) that is financed by life insurance on the participants and
provides, upon retirement from the Board, for the payment of $17,500 per year
for a period of 15 years.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The members of the Compensation Committee for 1996 were John B. Carley, Peter T.
Johnson, Evelyn Loveless and Peter S. O'Neill. O'Neill Enterprises, of which Mr.
O'Neill is President, is the developer of the Surprise Valley Partnership
developing a residential community in southeast Boise. In May of 1995, the
Company entered into an agreement leasing approximately 48.21 acres to Surprise
Valley Partnership for 10 years at a monthly rate of $1,118.75. The lease
payments were based on an 8 percent return on fair market value with the fair
market value of the leased land determined by independent appraisers. The
Company's appraisal was provided by Nelson & Hastings, Real Estate Appraisers
and Consultants, with Brad Janoush Appraisal M.A.I. providing the appraisal for
Surprise Valley Partnership.
PERFORMANCE GRAPH
Comparison of Cumulative Total Return
[GRAPHIC OMITTED]
Source: Zacks Investment Research, Inc.
and Edison Electric Institute
The table shows a Comparison of Five-Year Cumulative Total Shareholder Return
for Idaho Power Company Common Stock, the S&P 500 Index and the Edison Electric
Institute (EEI) 100 Electric Utilities Index. The data assumes that $100 was
invested on December 31, 1991, with beginning-of- period weighting of the peer
group indices (based on market capitalization) and monthly compounding of
returns.
EEI 100
Idaho Power S & P 500 Electric Utilities
1991 100.00 100.00 100.00
1992 102.59 107.62 107.59
1993 120.41 118.46 119.58
1994 100.15 120.03 105.74
1995 137.58 165.13 138.55
1996 151.74 203.05 140.22
RETIREMENT BENEFITS
The following table sets forth the estimated annual retirement benefits payable
under the Company's Retirement Plan (a qualified defined benefit pension plan
for all regular employees) and under the Company's Security Plan for Senior
Management Employees (a non-qualified defined benefit plan for senior management
employees).
PENSION PLAN TABLE
REMUNERATION YEARS OF SERVICE
- --------------------------------------------------------------------------------
15 20 25 30 35 40
$ 75,000 $ 45,000 $48,750 $52,500 $56,250 $56,250 $56,250
$100,000 $60,000 $65,000 $70,000 $75,000 $75,000 $75,000
$125,000 $75,000 $81,250 $87,500 $93,750 $93,750 $93,750
$150,000 $90,000 $97,500 $105,000 $112,500 $112,500 $112,500
$175,000 $105,000 $113,750 $122,500 $131,250 $131,250 $131,250
$200,000 $120,000 $130,000 $140,000 $150,000 $150,000 $150,000
$225,000 $135,000 $146,250 $157,500 $168,750 $168,750 $168,750
$250,000 $150,000 $162,500 $175,000 $187,500 $187,500 $187,500
$275,000 $165,000 $178,750 $192,500 $206,250 $206,250 $206,250
$300,000 $180,000 $195,000 $210,000 $225,000 $225,000 $225,000
$325,000 $195,000 $211,250 $227,500 $243,750 $243,750 $243,750
$350,000 $210,000 $227,500 $245,000 $262,500 $262,500 $262,500
$375,000 $225,000 $243,750 $262,500 $281,250 $281,250 $281,250
$400,000 $240,000 $260,000 $280,000 $300,000 $300,000 $300,000
$450,000 $270,000 $292,500 $315,000 $337,500 $337,500 $337,500
$500,000 $300,000 $325,000 $350,000 $375,000 $375,000 $375,000
Benefits under the Retirement Plan for senior management employees at normal
retirement age are calculated on years of credited service using the average of
the highest five consecutive years' salary plus bonus (as reported in the
Summary Compensation Table) in the last 10 years before retirement. Benefits
under the Security Plan for Senior Management Employees are based upon a similar
average of the highest five consecutive years of salary plus bonus in the last
10 years before retirement, a normal retirement age of 62 years, years of
participation as a senior management employee, and are payable over the
participant's lifetime. Generally, total retirement benefits from the Retirement
Plan and Security Plan for Senior Management Employees will range from 60
percent to 75 percent of the participant's average salary plus bonus in the
highest five consecutive years in the last 10 years of employment. The Security
Plan is financed by life insurance on the participants and is designed so that
if assumptions made as to mortality expectation, policy dividends and other
factors are realized, the Company will recover the cost of this plan. Effective
August 1, 1996, the Company terminated its Supplemental Employee Retirement Plan
(a non-qualified plan that provided benefits that would otherwise have been
denied participants by reason of certain Internal Revenue Code limitations on
qualified plan benefits). Benefits payable from the Retirement Plan and the
Security Plan are included in the table above. Benefits shown above are not
subject to any deduction for Social Security benefits or other offset amounts.
As of December 31, 1996, the final five-year average salary plus bonus under the
retirement plans as referred to above for the five Executive Officers named in
the Summary Compensation Table are: Mr. Marshall, $362,625.00; Mr. Gunnoe,
$227,160.00; Mr. Packwood, $153,645.03; Mr. Jackson, $150,111.68; and Mr. Keen,
$148,261.34. Years of credited service under the Retirement Plan and years of
participation as a senior management employee are, respectively: Mr. Marshall,
27, 20; Mr. Gunnoe, 28, 21; Mr. Packwood, 27, 20; Mr. Jackson, 40, 20; and Mr.
Keen, 23, 14.
ANNUAL REPORT
The Company's 1996 annual report to shareholders, including financial statements
for 1994, 1995 and 1996, was mailed on or about March 14, 1997, to all
shareholders of record, and copies have been mailed to all persons becoming
shareholders of record up to and including the stock record date for the
meeting. The rules of the Securities and Exchange Commission require that an
annual report accompany or precede the proxy materials. However, no more than
one annual report need be sent to the same address. If more than one annual
report is being sent to your address and you wish to reduce the number of annual
reports you receive, please mark the Discontinue Annual Report Mailing box in
the Special Action area on the proxy card.
SHAREHOLDER PROPOSALS
Any proposal which a shareholder intends to present for action at the Company's
1998 Annual Meeting must be received by the Corporate Secretary of the Company
at the Company's corporate headquarters by 5:00 P. M. on or before November 24,
1997, if it is to be considered for inclusion in the Proxy Statement and proxy
card(s) for the Annual Meeting of Shareholders.
It is requested that each shareholder who cannot attend the meeting send in his
or her proxy or proxies without delay.
PROXY
IDAHO POWER COMPANY
ANNUAL MEETING OF SHAREHOLDERS
MAY 7, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
PROPERLY EXECUTED PROXIES WILL BE VOTED AS MARKED AND, IF NOT MARKED, WILL BE
VOTED "FOR" THE ELECTION OF THE NOMINEES LISTED IN THE ACCOMPANYING PROXY
STATEMENT AND "FOR" PROPOSAL (2) ON THE REVERSE.
The undersigned hereby appoints Joseph W. Marshall and Robert W. Stahman, and
each of them, proxies with full power of substitution to vote for the
undersigned at the Annual Meeting of Shareholders of Idaho Power Company, and at
any adjournments thereof, on the matters set forth in the Proxy Statement and
such other matters as may come before the meeting; and hereby directs that this
proxy be voted in accordance with the instructions herein.
PLEASE DATE, SIGN AND PROMPTLY MAIL IN THE SELF-ADDRESSED RETURN ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. PLEASE SO INDICATE FOLLOWING
YOUR SIGNATURE IF YOU ARE SIGNING IN A REPRESENTATIVE CAPACITY. IF SHARES ARE
HELD JOINTLY, BOTH OWNERS SHOULD SIGN.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSALS REGARDING:
(1) ELECTION OF DIRECTORS: LARRY R. GUNNOE; PETER T. JOHNSON; JOSEPH W.
MARSHALL; PETER S. O'NEILL
FOR WITHHOLD
All nominees listed above / / Authority to vote for / /
(except as marked to the all nominees listed above
contrary to the right)
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
that nominee's name on the line provided below.)
- ----------------------------------------------------------------
(2) Proposal to ratify the selection of Deloitte & Touche LLP as Independent
Auditor
FOR / / AGAINST / / ABSTAIN / /
If you wish to have any comments forwarded to the Company, you must mark this
box and then write your comments on the reverse side of this form. / /
Special Action
Discontinue Annual Report mailing for this account / /
______________ _________ PLEASE MARK ALL CHOICES
ACCOUNT NUMBER SHARES LIKE THIS /X/
SIGNATURE ______________________ DATE ______________
SIGNATURE ______________________ DATE ______________