SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
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the Securities Exchange Act of 1934 (Amendment No. )
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IDACORP, Inc. and Idaho Power Company
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[ LOGO ] IDACORP [ LOGO ] Idaho Power
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
MAY 16, 2002, AT BOISE, IDAHO
April 8, 2002
TO THE SHAREHOLDERS OF IDACORP, INC. AND IDAHO POWER COMPANY:
Notice is hereby given that the Joint Annual Meeting of Shareholders of IDACORP,
Inc. ("IDACORP") and Idaho Power Company ("Idaho Power") will be held on May 16,
2002 at 10:00 a.m. local time at the Idaho Power Corporate Headquarters
Building, 1221 West Idaho Street, Boise, Idaho, for the following purposes:
1. to elect four Directors of IDACORP and Idaho Power for a three year
term;
2. to ratify the selection of Deloitte & Touche LLP as independent
auditor for IDACORP and Idaho Power for the fiscal year ending
December 31, 2002;
3. to act upon a shareholder proposal requesting IDACORP to establish a
written policy on the rights of indigenous peoples; hold ongoing
consultations with Native American Indian Tribes impacted by IDACORP
operations and report to shareholders by August of 2002 regarding
actions taken with respect to indigenous peoples;
4. to act upon a shareholder proposal requesting IDACORP to provide a
report reviewing the relicensing process for the Hells Canyon
Complex and assessing the impact on shareholder value of any capital
spending or limits on operations required to secure a relicense of
the Complex; and
5. to transact such other business that may properly come before the
meeting and any adjournment or adjournments thereof.
Common shareholders of record of IDACORP and Idaho Power and holders of
Idaho Power 4% Preferred Stock and 7.68% Series, Serial Preferred Stock at the
close of business on March 28, 2002, are entitled to vote at the meeting.
All shareholders are cordially invited to attend the Joint Annual Meeting
in person. WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE VOTE YOUR PROXY PROMPTLY.
It is important that your shares be represented at the meeting. Please vote your
proxy, regardless of the size of your holdings, as promptly as possible. Any
shareholder voting a proxy who attends the meeting may vote in person by
revoking that proxy prior to or at the meeting.
By Order of the Boards of Directors
/s/ Robert W. Stahman
-------------------------
Robert W. Stahman
Corporate Secretary
TO SHAREHOLDERS WHO RECEIVE MULTIPLE PROXIES
IF YOU OWN IDACORP COMMON STOCK OR IDAHO POWER PREFERRED STOCK OTHER THAN THE
SHARES SHOWN ON THE ENCLOSED PROXY, YOU WILL RECEIVE A PROXY IN A SEPARATE
ENVELOPE FOR EACH SUCH HOLDING. PLEASE VOTE EACH PROXY RECEIVED.
JOINT PROXY STATEMENT
IDACORP, Inc.
Idaho Power Company
1221 West Idaho Street
P. O. Box 70
Boise, Idaho 83707-0070
GENERAL INFORMATION
This Joint Proxy Statement and the accompanying form of proxy will first
be sent to shareholders on or about April 8, 2002 and are provided to the
shareholders of IDACORP and Idaho Power in connection with the solicitation of
proxies on behalf of the Boards of Directors of IDACORP and Idaho Power for use
at their Joint Annual Meeting of Shareholders and any adjournments or
postponements thereof. The Joint Annual Meeting is scheduled to be held on May
16, 2002, at 10:00 a.m., local time, at the Idaho Power Corporate Headquarters
Building, 1221 West Idaho Street, Boise, Idaho.
COST AND METHOD OF SOLICITATION
The cost of soliciting proxies will be paid by IDACORP and Idaho Power. In
order to be assured that a quorum of outstanding shares will be represented at
the meeting, proxies may be solicited by officers and regular employees of
IDACORP or Idaho Power, personally or by telephone, telegraph, fax or mail or
other electronic means, without extra compensation. In addition, the
solicitation of proxies from brokers, banks, nominees and institutional
investors will be made by Corporate Investor Communications, Inc., at a cost of
approximately $4,000 plus out-of-pocket expenses. IDACORP and Idaho Power will
reimburse banks, brokerage firms and other custodians, nominees and fiduciaries
for their expenses in sending proxy materials to beneficial owners.
MATTERS TO BE VOTED UPON
As of April 8, 2002, the only known business to be presented at the 2002
Joint Annual Meeting of shareholders is as follows: Shareholders of IDACORP will
vote on (1) the election of four Directors of IDACORP; (2) the ratification of
the appointment of Deloitte & Touche LLP as independent auditors of IDACORP,
Inc.; (3) the shareholder proposal regarding the rights of indigenous peoples;
and (4) the shareholder proposal regarding the relicensing process for the Hells
Canyon Complex. Shareholders of Idaho Power will vote on (1) the election of
four Directors of Idaho Power and (2) the ratification of the appointment of
Deloitte & Touche LLP as independent auditors of Idaho Power. See "Other
Business."
RECORD DATE
The Boards of Directors have fixed March 28, 2002, as the date for the
determination of shareholders of IDACORP and Idaho Power entitled to notice of
and to vote at the meeting. Only shareholders of record at the close of business
on March 28, 2002 will be entitled to vote at the meeting.
VOTING SECURITIES
The outstanding voting securities of IDACORP as of the record date for the
meeting are 37,729,352 shares of common stock, no par value, each share being
entitled to one vote.
As a result of the holding company formation on October 1, 1998, IDACORP
holds 100% of the issued and outstanding shares of common stock of Idaho Power
and approximately 92% of the total voting power of Idaho Power. The outstanding
shares of Idaho Power's preferred stock were unchanged
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by the holding company formation and continue to be outstanding shares. Holders
of voting preferred stock of Idaho Power hold approximately 8% of Idaho Power's
total outstanding voting power.
The outstanding voting securities of Idaho Power as of the record date for
the meeting are as follows: 37,612,351 shares of common stock, $2.50 par value,
held by IDACORP, each share being entitled to one vote; 142,745 shares of 4%
Preferred Stock, $100 par value, each share being entitled to twenty votes; and
150,000 shares of 7.68% Series, Serial Preferred Stock, $100 par value, each
share being entitled to one vote. The aggregate voting power of outstanding
voting securities for Idaho Power is 40,617,251 votes.
VOTING
Shareholders of record may vote their proxies by telephone, through the
Internet or by marking, signing, dating and returning the proxy card in the
enclosed postage-prepaid envelope.
Shareholders whose shares are held by a bank or broker may be able to vote
by telephone or through the Internet. Follow the instructions you receive from
your bank or broker.
Shareholders voting through the Internet should understand that there may
be costs associated with electronic access, such as usage charges from Internet
access providers and telephone companies, that must be paid by the shareholder.
IDACORP and Idaho Power have been advised by counsel that the procedures
for Internet and telephone voting are consistent with the requirements of
applicable law.
Under the Idaho Business Corporation Act, a majority of the votes entitled
to be cast on a matter by a voting group constitutes a quorum of that voting
group for action on that matter. Assuming a quorum of each company is present,
the following votes are required for approval of each proposal at the Joint
Annual Meeting:
(i) Proposal No. 1 - directors of IDACORP and Idaho Power are
elected by the affirmative vote of a plurality of the votes cast by the shares
entitled to vote in the election of directors for that company. Votes may be
cast in favor or withheld; votes that are withheld will have no effect on the
results.
(ii) Proposal No. 2 - the ratification of the selection of an
independent auditor for IDACORP and Idaho Power is approved where the votes cast
within the voting group in favor exceed the votes cast opposing ratification for
that company.
(iii) Proposal No. 3- the shareholder proposal regarding the rights
of indigenous peoples is approved when the IDACORP votes cast within the voting
group in favor exceed the votes cast against the proposal.
(iv) Proposal No. 4 - the shareholder proposal regarding the
relicensing process for the Hells Canyon Complex is approved when the IDACORP
votes cast within the voting group in favor exceed the votes cast against the
proposal.
Abstentions and broker non-votes, if any, will have no effect on the
results with respect to Proposals 2, 3 and 4.
If no direction is given by a shareholder, proxies received will be voted
FOR Proposal No. 1, election of management's nominees for Directors, FOR
Proposal No. 2, ratification of the selection of Deloitte & Touche LLP as
independent auditor for the fiscal year 2002; AGAINST Proposal No. 3, the
shareholder
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proposal regarding the rights of indigenous peoples (IDACORP shareholders only);
and AGAINST Proposal No. 4, the shareholder proposal regarding the relicensing
process for the Hells Canyon Complex (IDACORP shareholders only).
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 Secretary of IDACORP or Idaho Power at 1221 West Idaho Street,
Boise, Idaho 83702-5627, and received prior to the meeting.
SECRET BALLOT
It is the policy of IDACORP and Idaho Power that all proxies for the Joint
Annual Meeting 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 IDACORP or Idaho Power
representatives or to any third party. Proxies shall be returned to the
independent tabulator who receives, inspects and tabulates the proxies.
Individual voted proxies and ballots are not seen by nor reported to IDACORP or
Idaho Power 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.
1. ELECTION OF DIRECTORS
IDACORP's and Idaho Power's Boards of Directors each consist of the same
11 members. IDACORP's Articles of Incorporation, as amended, and Idaho Power's
Restated Articles of Incorporation, as amended, provide that Directors 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 for the IDACORP and Idaho Power Boards of
Directors at the 2002 Joint Annual Meeting are identified below as nominees for
election with terms to expire in the year 2005. All nominees are currently
Directors of IDACORP and Idaho Power. Peter T. Johnson has reached age 70, the
mandatory retirement age under the Idaho Power charter, and retired from the
Boards February 3, 2002. Mr. Johnson has served as director since 1993. The
Board thanks Mr. Johnson for his 9 years of distinguished service to IDACORP and
Idaho Power.
Unless otherwise instructed, proxies received will be voted in favor of
the election of the Director nominees of the appropriate company. 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 appropriate Board of Directors.
EACH BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" ITS NOMINEES
LISTED BELOW.
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IDACORP AND IDAHO POWER NOMINEES FOR ELECTION - TERMS EXPIRE 2005
ROGER L. BREEZLEY . . . . . . . Private Investor; formerly a director (1983-1995),
Chairman of the Board (1987-1994) and Chief Executive
Officer (1987-1993) of U.S. Bancorp; director of
IDACORP Technologies, Inc.; director of Idaho Power
since 1993 and IDACORP since 1998. Age 64
JOHN B. CARLEY. . . . . . . . . Former President (1984-1996) and Chief Operating
Officer (1990-1996) of Albertson's, Inc.; director of
IDACORP Technologies, Inc.; director of Idaho Power
since 1990 and IDACORP since 1998. Age 68
JACK K. LEMLEY. . . . . . . . . Director of Lemley & Associates, Inc. (since 1987),
formerly Chairman of the Board and Chief Executive
Officer and a director of American Ecology Corp.
(1995-2001); director of IDACORP Technologies, Inc.;
director of Idaho Power since 1995 and IDACORP since
1998. Age 67
EVELYN LOVELESS . . . . . . . . Chief Executive Officer (since 1992) and a director of
Global, Inc.; director of Farmers & Merchants Bank
(since 1999); formerly President of Global, Inc.
(1989-1992); director of Idaho Power since 1987 and
IDACORP since 1998. Age 68
IDACORP AND IDAHO POWER CONTINUING DIRECTORS - TERMS EXPIRE 2004
ROTCHFORD L. BARKER . . . . . . Director, American Ecology Corporation (since 1996),
Member and former director Chicago Board of Trade;
director of Idaho Power and IDACORP since 1999. Age 65
JON H. MILLER . . . . . . . . . Chairman of the Board of IDACORP and Idaho Power since
1999; Private Investor; formerly President and Chief
Operating Officer (1978-1990) and a director
(1977-1990) of Boise Cascade Corporation; director of
Fibermark Corporation; director of Ida-West Energy
Company; director of Idaho Power since 1988 and IDACORP
since 1998. Age 64
ROBERT A. TINSTMAN. . . . . . . Former President and Chief Executive Officer
(1995-1999) and director (1995-1999) of Morrison
Knudsen Corporation; director of Home Federal Savings &
Loan (since 1999); former Chairman of Contractorhub.com
(2000-2001); director of IDACORP Technologies, Inc.;
director of Idaho Power and IDACORP since 1999. Age 55
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IDACORP AND IDAHO POWER CONTINUING DIRECTORS- TERMS EXPIRE 2003
CHRISTOPHER L. CULP, Ph.D . . . Managing Director of C.P. Risk Management L.L.C. and
Adjunct Professor of Finance, Graduate School of
Business at the University of Chicago; director of
IDACORP and Idaho Power since 2002. Age 33
GARY G. MICHAEL . . . . . . . . Former Chairman of the Board and Chief Executive Officer
(1991-2001) Albertson's, Inc.; director of The Clorox
Company (since 2001), Boise Cascade Corporation (since
1997), Harrah's Entertainment, Inc. (since 2001) and
Questar, Inc. (since 1994); director of IDACORP and
Idaho Power since 2001. Age 62
PETER S. O'NEILL. . . . . . . . Chairman and CEO, O'Neill Enterprises L.L.C. (since
1990); director of Building Materials Holding
Corporation (since 1993); director of IDACORP Financial
Services, Inc. (since 1999); director of Idaho Power
since 1995 and IDACORP since 1998. Age 65
JAN B. PACKWOOD . . . . . . . . President and Chief Executive Officer of IDACORP (since
1999) and Chief Executive Officer of Idaho Power (since
2002); formerly President and Chief Executive Officer
(1999-2002); President and Chief Operating Officer
(1997-1999); Executive Vice President (1996-1997) and
Vice President - Bulk Power (1989-1996) of Idaho
Power; director and President of Idaho Energy Resources
Company; director of IDACORP Financial Services, Inc.;
director of Ida-West Energy Company; director of IDACORP
Services Co.; director of IDACORP Technologies, Inc;
director of Velocitus; director of Idaho Power since
1997 and IDACORP since 1998. Age 59
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MEETINGS OF THE BOARDS AND COMMITTEES
The IDACORP and Idaho Power Boards of Directors held six meetings in 2001.
The average attendance during 2001 at all meetings of the Boards and all
meetings of the committees of the Boards was 95 percent. Mr. Breezley was ill
during a portion of the 2001 calendar year and as a result attended fewer than
75 percent of all regular and applicable committee meetings in 2001.
The Committees of each of IDACORP and Idaho Power are the Executive
Committee, the Audit Committee, the Compensation Committee and the Investment
Committee. The members of the Committees are the same individuals for both
IDACORP and Idaho Power. IDACORP has one committee which Idaho Power does not
have-the Committee of Outside Directors. Board committees, their membership
during 2001 and a brief statement of their principal responsibilities are
presented below.
EXECUTIVE COMMITTEE
The Executive Committees act on behalf of the Boards of Directors of
IDACORP and Idaho Power, as applicable, when the respective Boards are not in
session, except on those matters which require action of the full Boards.
Members of the Committee are Jan B. Packwood (Chairman), Robert D. Bolinder
(retired from the Board following the March meeting upon reaching age 70), John
B. Carley, Jack K. Lemley, Jon H. Miller and Robert A. Tinstman (who replaced
Mr. Bolinder). During 2001, the IDACORP Executive Committee met two times and
the Idaho Power Executive Committee met two times.
AUDIT COMMITTEE
The Audit Committees of IDACORP and Idaho Power assist the Boards of
Directors in fulfilling 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 Boards 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 Jack K. Lemley
(Chairman), Rotchford L. Barker, Robert D. Bolinder (until his retirement from
the Board), Gary G. Michael (who replaced Mr. Bolinder) and Peter T. Johnson
(retired in February 2002). During 2001, the IDACORP and Idaho Power Audit
Committee met five times.
COMPENSATION COMMITTEE
The Compensation Committees of IDACORP and Idaho Power assist the Boards
of Directors in discharging duties and responsibilities regarding management of
the total compensation philosophy, total compensation programs for executives,
senior managers and employees, and all other compensation-related matters which
properly come before the Boards of Directors. Members of the Committee are John
B. Carley (Chairman), Peter T. Johnson (retired in February 2002), Evelyn
Loveless and Peter S. O'Neill. During 2001, the IDACORP and Idaho Power
Compensation Committee met four times.
INVESTMENT COMMITTEE
The Investment Committees of IDACORP and Idaho Power assist the Boards of
Directors in fulfilling oversight responsibilities to participants and
beneficiaries under the Retirement Plan and to 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
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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 Robert D. Bolinder (Chairman) (until his retirement
from the Board), Roger L. Breezley, Jon H. Miller, Jan B. Packwood and Robert A.
Tinstman (Chairman) (who replaced Mr. Bolinder). During 2001, the IDACORP and
Idaho Power Investment Committee met three times.
COMMITTEE OF OUTSIDE DIRECTORS
In September 1998, the IDACORP Board formed a Committee of Outside
Directors. The primary function of the Committee of Outside Directors is to
review and evaluate the performance of the Chief Executive Officer and to
establish individual and corporate goals and strategies relating to the Chief
Executive Officer. 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 considers shareholder nominees for the Board of Directors for whom
timely written resumes are received no earlier than 90 days, and no later than
60 days, prior to the annual meeting. Members of the Committee are all members
of the IDACORP Board of Directors who are not officers or employees or former
officers of IDACORP or one of its subsidiaries. Members of the Committee are
Rotchford L. Barker, Robert D. Bolinder (until his retirement from the Board),
Roger L. Breezley, John B. Carley, Gary G. Michael (Mr. Michael replaced Mr.
Bolinder), Peter T. Johnson, Jack K. Lemley, Evelyn Loveless, Jon H. Miller,
Peter S. O'Neill and Robert A. Tinstman. During 2001, the Committee of Outside
Directors met six times.
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2. RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITOR
At the Joint Annual Meeting, the shareholders will be asked to ratify the
selection by the IDACORP and the Idaho Power Boards of Directors of Deloitte &
Touche LLP as the firm of independent public accountants to audit the financial
statements of IDACORP and Idaho Power for the fiscal year 2002. This firm has
conducted consolidated annual audits of Idaho Power 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.
EACH BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" DELOITTE &
TOUCHE LLP AS INDEPENDENT AUDITOR OF IDACORP AND IDAHO POWER
3. SHAREHOLDER PROPOSAL
Calvert Asset Management Company, Inc., 4550 Montgomery Avenue, Bethesda,
Maryland 20814, which states that it owns 200 shares of IDACORP common stock,
has notified IDACORP in writing that it intends to present a resolution for
action by the shareholders at the Annual Meeting. The text of the resolution and
the supporting statement submitted by the sponsor are as follows:
CALVERT ASSET MANAGEMENT'S PROPOSAL FOR AN INDIGENOUS PEOPLES'
RIGHTS POLICY AT IDACORP
Whereas, Idacorp faces complex problems as its hydroelectric power plants
impact the survival and security of American Indians and other indigenous
peoples;
Whereas, The United Nations (UN) states that the world's population of
indigenous peoples is over 350 million and represents over 5,000 languages and
cultures in more than 70 countries on every continent. Over the years, the basic
human rights and fundamental freedoms of indigenous peoples continue to be
violated as they are increasingly marginalized and face ongoing oppression,
including the denial of their cultural rights;
Whereas, Indigenous rights to ancestral homelands, self-determination,
livelihood, and culture are often threatened by companies;
Whereas, Idacorp's three-dam Hells Canyon Complex in Idaho has affected
the treaty-reserved fishing and hunting rights of American Indian tribes. The
Hells Canyon Complex provides approximately 75% of the hydroelectric power
generated by Idacorp.
Whereas, the construction of the hydroelectric dams have also blocked fish
runs of chinook salmon and other anadromous fish from reaching their habitat, as
well as environmental repercussions for other species. Sockeye salmon, chinook
salmon, and steelhead from the Snake River have been listed as endangered or
threatened under the U.S. Endangered Species Act according to the U.S. Fish and
Wildlife Service. Failure to rebuild and restore fishing can devastate
fishing-dependent communities, such as certain American Indian tribes.
Whereas, we understand that Idacorp settled a lawsuit for $11.5 million
with the Nez Perce in 1996 for infringing on fishing rights. We understand that
the company built a fish hatchery as a result of that settlement.
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Whereas, international treaties such as the UN Convention on Biological
Diversity recognizes that indigenous peoples have ownership and use of the lands
they occupy, and the intellectual property rights associated with those uses.
International Labor Organization Conventions call upon nations to promote the
rights of indigenous peoples;
Whereas, we believe global companies need to develop and implement a
comprehensive policy on the rights of indigenous peoples, similar to Calvert's
Policy on Indigenous Peoples' Rights. Companies need to formulate policies and
implement practices to address the challenges they face when their operations
impact the survival and security of indigenous peoples around the world.
Whereas, Idacorp should be in a position to assure shareholders that its
operations do not negatively impact indigenous peoples.
Resolved, that the shareholders hereby request the Board of Directors of
IDACORP to:
o Establish a formal written policy on the rights of indigenous
peoples.
o Hold on-going consultations and dialogue with affected American
Indian tribes on the impact of our company's operations.
o Report a summary of the company's actions with respect to Indigenous
Peoples to shareholders by August 2002.
THE POSITION OF THE BOARD OF DIRECTORS OF IDACORP, INC. WITH RESPECT TO
CALVERT ASSET MANAGEMENT'S PROPOSAL:
THE BOARD HAS CONSIDERED THIS PROPOSAL AND RECOMMENDS THAT SHAREHOLDERS
VOTE "AGAINST" IT FOR THE FOLLOWING REASONS:
The Company values and respects the rights of indigenous peoples. At the
policy decision-making level, the Company has developed a process for addressing
issues related to Native American Tribes. The policymaking body that has been
created under this process draws on the expertise of anthropologists,
archaeologists, fisheries biologists and Indian law attorneys. The Company
believes that its policy towards indigenous peoples is responsive, flexible and
adaptable to changing circumstances. The Company engages in regular
consultations with the Native American tribes in Idaho Power Company's coverage
area pursuant to provisions of the 1980 Settlement Agreement, the 1996
Settlement Agreement with the Nez Perce Tribe, and Native American Tribes have
played an integral part in the Company's process to prepare an application to
relicense the Hells Canyon Complex.
At the Hells Canyon Complex, the Company has undertaken extensive
mitigation efforts for those regional fisheries that are subject to tribal
harvest rights and that have been impacted by the construction and operation of
the Complex. Among these efforts is the Company's voluntary Fall Chinook Plan,
which assists endangered Fall Chinook, directly benefiting regional tribes that
have a treaty right to harvest that type of fish. Moreover, when the Nez Perce
Tribe filed an action against Idaho Power for allegedly violating its
fish-harvesting rights, a federal court held that Idaho Power was not liable.
Notwithstanding the court's decision, Idaho Power later entered into a
Settlement Agreement with the Tribe for business reasons associated with
litigation risk and to obtain the Tribe's cooperation in connection with the
relicensing of the Complex.
The Company believes that, given the Company's longstanding awareness of
its responsibilities to indigenous communities, implementing this proposal would
not be a prudent use of its resources.
THEREFORE, THE IDACORP BOARD URGES SHAREHOLDERS TO VOTE "AGAINST" THIS
PROPOSAL.
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4. SHAREHOLDER PROPOSAL
Trillium Asset Management Corporation, 104 South Capitol Boulevard, Boise,
Idaho 83702, manages the Advocacy Fund which is the beneficial owner of 400
shares of IDACORP common stock, 150 of which have been held for longer than one
year, has notified IDACORP in writing that it intends to present a resolution
for action by the shareholders at the annual meeting. The text of the resolution
and the supporting statement submitted by the sponsor are as follows:
TRILLIUM ASSET MANAGEMENT CORPORATION SHAREHOLDER PROPOSAL
IDACORP subsidiary Idaho Power is the owner and operator of the Hells
Canyon Complex of three dams and their reservoirs located on the Snake River.
With a total nameplate capacity of 1,166 megawatts, the Complex is one of the
largest privately owned hydroelectric projects in America.
The Hells Canyon Complex represents a crucial financial and strategic
asset to Idaho Power. In a typical year, the Complex produces approximately 50%
of the company's generated electricity. The Complex's Brownlee reservoir
provides Idaho Power flexibility in the timing, amount and value of electricity
it generates.
Idaho Power is seeking the relicensing of the Hells Canyon Complex. Its
current license expires in 2005.
Under the Federal Power Act, operators of non-federal hydropower projects
are generally required to obtain a license from the Federal Energy Regulatory
Commission (FERC). The Act requires FERC, in the relicensing process, to give
"equal consideration" to power and non-power values including "the protection,
mitigation of damage to, and enhancement of, fish and wildlife (including
related spawning grounds and habitat)."
The Hells Canyon Complex forms an upstream barrier to the movement and
migration of fish and has a significant impact on water quality and recreation.
The original license for the Hells Canyon Complex required Idaho Power to
implement fish passage at the dams. However, at present, the Complex lacks fish
passage. What measures Idaho Power will be required to take regarding fish
passage to ensure the relicensing of the Complex remains unresolved.
RESOLVED
Shareholders request that the Board issue a report to shareholders by
October 2002, prepared at reasonable cost and omitting proprietary information,
reviewing the relicensing process for the Hells Canyon Complex and outlining the
expected impact to shareholder value of any remedial capital spending or limits
on operations of the Complex required to secure relicensing.
SUPPORTING STATEMENT
In the report to shareholders, we request information on the expected
impact to shareholder value of any remedial capital spending or limits on
operations of the Complex stemming from factors including - but not limited to
- - the following:
o Any mitigation required by FERC or otherwise implemented by Idaho
Power in the course of relicensing to protect or restore the
habitats of fish and other wildlife and meet water quality standards
11
o Any mitigation implemented by Idaho Power from negotiations with
stakeholders, including American Indian tribes, environmental and
wildlife organizations, farmers, power users, and federal, state or
local authorities
o Any impact on the relicensing or operation of the Hells Canyon
Complex stemming from the implementation of the December 2000
Biological Opinion for Columbia and Snake River salmon, including
potential removal or retaining of the four Lower Snake River dams
operated by the U.S. Army Corps of Engineers
Hells Canyon Complex is a critical financial and strategic asset to our
company. The costs to Idaho Power of litigation, environmental mitigation and
settlements with stakeholders could be material to shareholders.
As shareholders, we consider it crucial that IDACORP be transparent
regarding the financial impact to the company of relicensing of the Hells Canyon
Complex.
THE POSITION OF THE BOARD OF DIRECTORS OF IDACORP, INC. WITH RESPECT TO
TRILLIUM ASSET MANAGEMENT CORPORATION'S PROPOSAL:
THE BOARD HAS CONSIDERED THIS PROPOSAL AND RECOMMENDS THAT SHAREHOLDERS
VOTE "AGAINST" IT FOR THE FOLLOWING REASONS:
This proposal calls for a report to be issued to shareholders in October
2002 reviewing the relicensing process for Hells Canyon Complex and assessing
the impact on shareholder value of any capital spending or limits on operations
of the Complex required to secure relicensing. As part of its reporting
obligations under the Securities Exchange Act of 1934, the Company has, and will
continue to, disclose all material information surrounding the relicensing of
the Complex, including its potential impact on shareholder value, when that
information becomes available. Therefore, the Company believes that implementing
this proposal would impose an unnecessary burden on the Company without
providing shareholders with any additional benefit.
While the Company is supportive of the general intent of the proposal, the
Company believes that, given its longstanding awareness of its responsibilities
of disclosure to shareholders, implementing this proposal would not be a prudent
use of its resources.
THEREFORE, THE IDACORP BOARD URGES SHAREHOLDERS TO VOTE "AGAINST" THIS
PROPOSAL.
12
REPORT OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
The Audit Committee of the IDACORP and Idaho Power Boards of Directors
(the Committee) is composed of four independent directors, as defined in
Sections 303.01(B)(2)(a) and (3) of the NYSE's listing standards, and operates
under a written charter adopted by each Board of Directors. The Committee
recommends to each Board of Directors, subject to shareholder ratification, the
selection of the independent accountants.
Management is responsible for the internal controls and the financial
reporting process of IDACORP and Idaho Power. The independent accountants are
responsible for performing an independent audit of the consolidated financial
statements of IDACORP and Idaho Power in accordance with generally accepted
auditing standards and to issue a report thereon. The Committee's responsibility
is to monitor and oversee these processes.
In this context, the Committee has met and held discussions with
management and the independent accountants. Management represented to the
Committee that the consolidated financial statements of IDACORP and Idaho Power
were prepared in accordance with generally accepted-accounting principles, and
the Committee has reviewed and discussed the audited consolidated financial
statements of IDACORP and Idaho Power with management and the independent
accountants. The Committee discussed with the independent accountants matters
required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees).
The independent accountants also provided to the Committee the written
disclosures and the letter required by Independence Standards Board Standard No.
1 (Independence Discussions with Audit Committees), and the Committee discussed
with the independent accountants that firm's independence.
Finally, the Committee discussed with the independent accountants
services, other than audit services, which they have provided to IDACORP and
Idaho Power and considered whether the providing of and payment for such
services is compatible with maintaining the independence of the independent
accountants.
Based on the Committee's review and discussions referred to above, the
Committee recommended to each Board of Directors that the audited consolidated
financial statements of IDACORP and Idaho Power be included in their respective
Annual Reports on Form 10-K for the year ended December 31, 2001 for filing with
the Securities and Exchange Commission.
Jack K. Lemley (Chairman)
Rotchford L. Barker
Gary G. Michael
Peter T. Johnson
13
INDEPENDENT ACCOUNTANT BILLINGS FOR THE YEAR 2001
The following table sets forth the fees billed or expected to be billed by
the independent accountants to IDACORP and Idaho Power for the year 2001.
FEES BILLED
Audit Fees . . . . . . . . . . . . . . . . . . . . . . . . $ 336,610
Financial Information Systems Design
and Implementation Fee . . . . . . . . . . . . . . . . . . - 0-
All Other Fees:
Audit-Related Fees . . . . . . . . . . . . . . . . . . $ 220,628(a)
Non-Audit Related Fees . . . . . . . . . . . . . . . . $1,132,335(b)
----------
Total (All Other Fees) . . . . . . . . . . . . . . . . $1,352,963
==========
(a) Includes fees for comfort letters, audits of the Company's benefit plans
and stand alone audits of subsidiaries.
(b) Includes tax consulting and computer system implementation advisory
services, network security assessments, and internal audit support
services related to information technology. Other non-audit related fees
also includes $120,000 of fees for services provided by Deloitte
Consulting. Deloitte & Touche has recently announced its intent to
separate Deloitte Consulting from its Firm.
OTHER BUSINESS
Neither the IDACORP nor the Idaho Power 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 Joint Proxy Statement. The IDACORP Board of
Directors have been informed that the two shareholder proposals discussed in
this Proxy Statement will be presented to the meeting by others. In addition, a
shareholder submitted a proposal for inclusion in the proxy statement, which
IDACORP has omitted pursuant to Rule 14a-8 of the Securities and Exchange
Commission's proxy rules. If the shareholder should present the proposal at the
Joint Annual Meeting, it is the intention of the persons named in the proxy to
vote against such proposal. 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 business of IDACORP and
Idaho Power, and shareholders will have an opportunity to ask questions.
PRINCIPAL SHAREHOLDERS
The following table presents certain information regarding shareholders
who are known to IDACORP or Idaho Power to be the beneficial owners of more than
5 percent of any class of voting securities of IDACORP or Idaho Power as of
March 1, 2002:
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
CLASS OF STOCK OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- -------------- --------------------- -------------------- --------
Idaho Power Common Stock IDACORP, Inc.(1) 37,612,351 100
1221 W. Idaho Street
Boise, Idaho 83702
- -------------
(1) As a result of the formation of the holding company, IDACORP became the
holder of all issued and outstanding shares of Idaho Power common stock on
October 1, 1998.
14
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the number of shares of IDACORP common
stock and Idaho Power preferred stock beneficially owned on March 1, 2002, by
the Directors and nominees, by those Executive Officers named in the Summary
Compensation Table and by the Directors and Executive Officers of IDACORP and
Idaho Power as a group:
AMOUNT OF
BENEFICIAL STOCK PERCENT
TITLE OF CLASS NAME OF BENEFICIAL OWNER OWNERSHIP(1) OPTIONS(2) OF CLASS
- -------------- ------------------------ -------------- ------------ ---------
Common Stock Rotchford L. Barker . . . . . . . . . . . 10,622 *
Common Stock Roger L. Breezley . . . . . . . . . . . . 1,488 *
Common Stock John B. Carley. . . . . . . . . . . . . . 4,182 *
Common Stock Christopher L. Culp, Ph.D.(3) . . . . . . -- *
Common Stock Jack K. Lemley(4) . . . . . . . . . . . . 4,622 *
Common Stock Evelyn Loveless . . . . . . . . . . . . . 2,395 *
Common Stock Gary G. Michael . . . . . . . . . . . . . 3,213 *
Common Stock Jon H. Miller . . . . . . . . . . . . . . 1,122 *
Common Stock Peter S. O'Neill. . . . . . . . . . . . . 1,886 *
Common Stock Jan B. Packwood . . . . . . . . . . . . . 72,457 32,000 *
Common Stock Robert A. Tinstman. . . . . . . . . . . . 3,622 *
Common Stock J. LaMont Keen(5) . . . . . . . . . . . . 35,843 14,000 *
Common Stock Richard Riazzi. . . . . . . . . . . . . . 26,431 14,000 *
Common Stock James C. Miller . . . . . . . . . . . . . 20,087 14,000 *
Common Stock Robert W. Stahman(6). . . . . . . . . . . 17,227 800 *
Common Stock All Directors and Executive Officers of
IDACORP as a group (15 persons) . . . . . 205,197 *
Preferred Stock All Directors and Executive Officers of
IDACORP as a group (15 persons) . . . . . 27 *
Common Stock All Directors and Executive Officers of
Idaho Power as a group (22 persons) . . . 245,943 *
Preferred Stock All Directors and Executive Officers of
Idaho Power as a group (22 persons) . . . 27 *
- -------------
* 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. Also includes
shares of common stock that beneficial owner has the right to acquire
within 60 days upon exercise of stock options.
(2) Included in the amount of beneficial ownership column.
(3) Mr. Culp joined the Board in late March 2002.
(4) Mr. Lemley disclaims all beneficial ownership of the 2,500 shares owned by
his wife.
(5) Mr. Keen disclaims all beneficial ownership of the 167 shares owned by his
wife and 13 shares held by wife for child.
(6) Mr. Stahman disclaims all beneficial ownership of the 23 shares held by
wife for children.
15
Except as indicated above, all Directors and Executive Officers have sole
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 IDACORP and Idaho Power records and copies
of reports on Forms 3, 4 and 5 furnished to IDACORP and Idaho Power or written
representations that no reports on Form 5 were required, IDACORP and Idaho Power
believe that during 2001 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 except Peter T. Johnson for whom a late Form
4 was filed.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
REPORT OF COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
GENERAL
The IDACORP Board of Directors Compensation Committee, which is the same
as the Idaho Power Compensation Committee, ("Committee") established all
components of 2001 compensation for the Executive Officers of IDACORP and Idaho
Power. There were no extra salary adjustments for the Executive Officers who
serve in the same positions at IDACORP and Idaho Power.
The Committee administers the IDACORP and Idaho Power 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 Boards of
Directors of IDACORP and Idaho Power (which are the same) for approval. The
Boards approved, without modification, all executive compensation
recommendations of the Committee for 2001.
COMPENSATION PHILOSOPHY
The compensation philosophy for IDACORP and Idaho Power Executive Officers
is consistent with the compensation philosophy Idaho Power has adopted for all
employees, except that for Executive Officers and senior managers the Committee
has aligned short-term and long-term incentive plans with corporate financial
performance and increased the percentage of their total compensation which is at
risk. The Idaho Power compensation program is designed to:
1. manage employee compensation as an investment with the expectation
employees will contribute to Idaho Power's financial performance,
its environmental record and public reputation;
2. be competitive with respect to those companies in the markets in
which we compete for employees, allowing Idaho Power 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 create long-term shareholder
value; and
4. balance total compensation with Idaho Power's ability to pay.
16
COMPENSATION MARKET
As part of its review of the IDACORP/Idaho Power executive total
compensation program (base salary, annual and long term incentives and
retirement) completed during 2000, the Committee studied the appropriate
competitive market for executive compensation. The previous competitive market
was electric utilities with revenues ranging from $500 million to $1 billion
annually. After review, the Committee concluded that this market did not
appropriately reflect the size, complexity and diversity associated with
IDACORP/Idaho Power. In November 2000, the Committee selected twelve comparable
electric utility holding companies with similar business lines with average
annual revenues of $1.8 billion as the new competitive market for executive
total compensation. The Committee believes this competitive market to be more
representative of IDACORP/Idaho Power's size, complexity and diversity while
still reflective of total revenues.
2001 BASE SALARIES
Salary ranges for Executive Officers are reviewed annually and are
supported by salary comparisons with similar positions in twelve electric
utility holding companies referred to above. The competitive point for executive
compensation for 2001 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 IDACORP to compare the financial performance of IDACORP and Idaho Power with
a nationally recognized industry standard.
In January of 2001, the Committee recommended adjustments to the 2001
salary ranges for the Executive Officer group based on the annual Executive
Officer compensation review referenced above. Salary adjustments for 2001
averaged approximately 14 percent, to move them nearer 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.
SHORT-TERM INCENTIVE COMPENSATION
The Executive Incentive Plan ties a portion of each executive's annual
compensation to achieving certain financial goals. For 2001, the established
financial goals were in the areas of earnings per share and return on common
equity. Each goal is designed with a minimum or threshold level and a series of
five levels above the threshold with each level having a multiplier which
increases as the performance requirement under the goal increases. The threshold
level for earnings per share was $2.78 per share with a multiplier of .25; the
maximum level was $3.12 per share with a 1.00 multiplier. In 2001, IDACORP
earned $3.35 per share. The threshold level for return on common equity was
12.20 percent with a multiplier of .25 with the maximum level at 13.50 percent
with a 1.00 multiplier. In 2001, IDACORP's return on common equity was 14.3
percent. The award opportunities vary by position as a percentage of base salary
with the award opportunities for the officers ranging from a minimum of 7.5
percent to a maximum of 100 percent. The Executive Incentive Plan does not
permit the payment of awards if there is no payment of awards under the Employee
Incentive Plan. The performance levels within each goal were established based
upon the performance in previous years with the higher levels requiring
achieving goals in excess of performance in previous years in each goal. In
2001, IDACORP achieved the maximum performance for each goal, and as a result,
Executive Officers received the maximum award under the Executive Incentive
Plan. Mr. Riazzi, in addition to being Senior Vice-President - Generation and
Marketing for IDACORP, is also President of IDACORP Energy LP, IDACORP's trading
subsidiary. In the calendar year 2001, Mr. Riazzi was eligible for IDACORP
Energy's 2001 Incentive Plan. The IDACORP Energy 2001 Incentive Plan is based
upon acheivement of certain financial goals. The plan is funded based upon a
percentage of earnings before taxes, with awards based upon individual
performance, relative ranking within the group and for Mr. Riazzi at the
discretion of the
17
IDACORP CEO. Awards under the Executive Incentive Plan and the IDACORP Energy
2001 Incentive Plan are reflected in the bonus column of the Summary
Compensation Table.
LONG-TERM INCENTIVE COMPENSATION
Long-term incentive awards are intended to develop and retain strong
management through share ownership and incentive awards that recognize future
performance and maximize stockholder value. Restricted Stock and (with the
adoption by shareholders of the IDACORP 2000 Long-Term Incentive and
Compensation Plan at the May 2000 Annual Meeting) stock options were the
long-term incentives granted to executive officers in 2001.
When awarding long-term incentives, the Committee considers an executive's
level of responsibility, prior experience, individual performance criteria, as
well as the compensation practices of the peer group of companies used to
evaluate total compensation. The relative weight given to each of these factors
varies among individuals at the Committee's discretion.
1. Restricted Stock Plan
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. In January of 1999, a grant was made under the Plan
for a three year restricted period through December 31, 2001, with a target CEPS
of $7.05. The total CEPS for the three year restricted period was $9.50
resulting in awards earned for 2001 at the maximum level for all named
executives. A new grant under the Plan was made in January 2001, with a
three-year restricted period beginning January 1, 2001 and ending December 31,
2003, with a single financial performance goal of Cumulative Earnings Per Share
("CEPS"). To receive a final share award each executive officer must be
employed, as an officer, during the entire restricted period (with certain
exceptions), and IDACORP must achieve the CEPS performance goal established by
the Board of Directors. The restricted stock grant percentage (expressed as a
percentage of base salary converted into shares of stock based upon the closing
stock price for a share of IDACORP common stock on December 31 of the year
preceding the grant) varied by position with the percentages for the Chief
Executive Officer ranging from a minimum of 18 percent to a maximum of 53
percent. For all other Executive Officers, the percentage ranged from a minimum
of 13 percent to a maximum of 45 percent. The target grant percentages for new
grants are reviewed annually as part of the annual Executive Officer
compensation review referenced above and the 2001 grants were at a level below
the median target levels among the comparison group.
2. Stock Options
The IDACORP 2000 Long-Term Incentive and Compensation Plan, approved by
shareholders at the May 2000 Annual Meeting, was implemented in July 2000 as a
second equity-based long-term incentive. In January of 2001, stock options with
an exercise price set at fair market value on the date of grant were granted to
IDACORP and Idaho Power executive officers, including the Chief Executive
Officer. Because the exercise price of these options is equal to the fair market
value of IDACORP's common stock on the date of grant, the options have value
only if the stock price appreciates from the value on the date the options were
granted. The options vest ratably over five years (20% per year). The size of
each award was determined based on the criteria for awarding long-term
incentives stated above and ranged from 4,000 options to each of the Vice
Presidents, to 30,000 for the three Senior Vice-Presidents, to 60,000 options
for the CEO.
The 2001 compensation paid to IDACORP and Idaho Power executive officers
qualified as fully deductible under federal tax laws. The Committee continues to
review the impact of federal tax laws on executive compensation, including
Section 162(m) of the Internal Revenue Code.
18
CEO COMPENSATION - 2001
In January of 2001, Mr. Packwood was granted a salary increase of 16
percent. The competitiveness of Mr. Packwood's salary was reviewed based upon
comparisons with salaries of chief executive officers of twelve comparable
electric utility holding companies referred to above. The competitive point for
Mr. Packwood's salary is targeted near the median of this comparison. The actual
2001 salary adjustment for Mr. Packwood placed him 5.8 percent above the median
of salary levels for chief executive officers of the comparison group and 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. The
Committee considered each of these factors but did not assign a formal weighting
for each factor.
Mr. Packwood is a participant in the Executive Incentive Plan with a 2001
award opportunity ranging from a minimum of 12.5 percent to a maximum of 100
percent of base salary. This award level was established based upon the
Executive Officer compensation review referenced above. In 2001, the Company
achieved the maximum level of performance for each goal area, and as a result,
Mr. Packwood will receive an award under the Executive Incentive Plan of 100
percent of his base salary. Mr. Packwood is a participant in the Restricted
Stock Plan as discussed above. In January of 1999, a grant was made to Mr.
Packwood under the Restricted Stock Plan for a three year restricted period
through December 31, 2001. The Company achieved the maximum level of performance
for the three year restricted period and as a result, Mr. Packwood will receive
an award at the maximum level of 45 percent for 2001, which is 3,731 shares. Mr.
Packwood received a restricted stock grant at the target level of 35 percent in
2001 and will receive a final share award after the restricted period ends in
December 2003 if he remains employed by the Company as an officer during the
entire restricted period (with certain exceptions) and IDACORP achieves its CEPS
performance goal established by the Board of Directors. In addition, Mr.
Packwood received a stock option grant of 60,000 shares in January of 2001 under
the IDACORP 2000 Long-Term Incentive and Compensation Plan with an exercise
price set at fair market value vesting ratably over a five year period (20% per
year) contingent upon Mr. Packwood's continued employment with the Corporation.
The incentive awards were intended to place a greater portion of Mr. Packwood's
total compensation for 2001 "at risk".
John B. Carley, Chairman
Peter T. Johnson
Evelyn Loveless
Peter S. O'Neill
19
IDACORP AND IDAHO POWER
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
---------------------------
ANNUAL COMPENSATION AWARDS
----------------------------- ---------------------------
RESTRICTED SECURITIES
STOCK UNDERLYING ALL OTHER
NAME AND SALARY BONUS AWARD(S)(1) STOCK OPTION/ COMPENSATION(2)
PRINCIPAL POSITION YEAR ($) ($) ($) SARS (#) ($)
- ------------------ ----- ------- ------- ----------- ------------- ---------------
Jan B. Packwood . . . . . . . . 2001 500,000 500,000 175,000 60,000 6,800
President and 2000 415,000 207,500 145,250 100,000 6,800
Chief Executive Officer, 1999 343,269 112,500 90,000 6,400
IDACORP and Idaho Power
J. LaMont Keen. . . . . . . . . 2001 300,000 240,000 90,000 30,000 6,800
Sr. Vice President- 2000 250,000 100,000 75,000 40,000 6,270
Administration & 1999 215,692 65,400 61,800 6,400
Chief Financial Officer,
IDACORP and Idaho Power
James C. Miller . . . . . . . . 2001 210,000 168,000 63,000 30,000 -0-
Sr. Vice President- 2000 170,000 68,000 51,000 40,000 -0-
Delivery, Idaho Power 1999 146,923 42,000 35,000 4,867
Richard Riazzi. . . . . . . . . 2001 300,000 2,250,000 90,000 30,000 6,800
Sr. Vice President- 2000 250,000 100,000 75,000 40,000 6,800
Generation & Marketing, 1999 226,692 68,700 54,250 5,686
IDACORP and Idaho Power
Robert W. Stahman . . . . . . . 2001 180,000 108,000 45,000 4,000 6,800
Vice President, General 2000 165,000 49,500 41,250 -- 6,800
Counsel and Secretary 1999 155,000 46,500 38,750 6,400
IDACORP and Idaho Power
- -------------
(1) The aggregate restricted stock holdings as of December 31, 2001 are as
follows: Mr. Packwood held 11,471 ($465,722) shares of restricted stock;
Mr. Keen held 6,339 ($257,363) shares of restricted stock; Mr. Miller held
4,153 ($168,611) shares of restricted stock; Mr. Riazzi held 6,130
($248,878) shares of restricted stock; Mr. Stahman held 3,526 ($143,155)
shares of restricted stock. Dividends are paid on restricted stock when
and as paid on the IDACORP Common Stock.
(2) Represents the Company's contribution to the Employee Savings Plan (401-k
plan).
20
OPTIONS / SAR GRANTS IN FISCAL YEAR 2001
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS/SARS EMPLOYEES IN BASE PRICE GRANT DATE VALUE
NAME GRANTED(1) # FISCAL 2001 ($/SHARE) EXPIRATION DATE ($)(2)
- ---- -------------- -------------- -------------- --------------- ----------------
Jan B. Packwood . . . . . . 60,000 21.9% $40.3125 Jan. 18, 2011 $595,800
J. LaMont Keen. . . . . . . 30,000 10.9% $40.3125 Jan. 18, 2011 $297,900
James C. Miller . . . . . . 30,000 10.9% $40.3125 Jan. 18, 2011 $297,900
Richard Riazzi. . . . . . . 30,000 10.9% $40.3125 Jan. 18, 2011 $297,900
Robert W. Stahman . . . . . 4,000 1.5% $40.3125 Jan. 18, 2011 $ 39,720
- -------------
(1) Options were granted pursuant to the 2000 Long-Term Incentive and
Compensation Plan. The options vest 20% per year and accelerate upon a
change in control.
(2) The grant date values were calculated on the basis of the Binomial
option-pricing model. Options were assumed to be exercised 7 years after
the date of grant. A risk-free interest rate of 5.11%, stock price
volatility of 29% and a dividend yield of 4.60% were used in the
calculation of the January option grants to Messrs. Packwood, Keen,
Miller, Riazzi and Stahman. The actual value of the options will depend on
the market value of the Company's Common Stock on the dates the options
are exercised. No realization of value from the options is possible
without an increase in the price of the Company's Common Stock, which
would benefit all stockholders commensurately.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
NUMBER OF
SHARES SECURITIES UNDERLYING VALUE OF UNEXERCISED,
ACQUIRED ON VALUE UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
EXERCISE REALIZED AT FISCAL YEAR-END(1) AT FISCAL YEAR-END
(#) ($) (#) ($)
----------- -------- --------------------------- ------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- -------- ----------- ------------- ----------- -------------
Jan B. Packwood . . . . . . -0- -0- 20,000 140,000 95,750 400,250
J. LaMont Keen. . . . . . . -0- -0- 8,000 62,000 38,300 161,825
James C. Miller . . . . . . -0- -0- 8,000 62,000 38,300 161,825
Richard Riazzi. . . . . . . -0- -0- 8,000 62,000 38,300 161,825
Robert W. Stahman . . . . . -0- -0- -0- 4,000 -0- 1,150
- -------------
(1) Vesting is accelerated upon a change in control.
21
DIRECTOR COMPENSATION
During 2001, each Director who was not an employee of IDACORP or Idaho
Power received $800 for each Board meeting and for each committee meeting
attended. Non-employee Directors who are chairmen of Board committees received
$1,840 per month; other non-employee Directors received $1,670 per month. In
addition, each Director received an annual stock grant under the Director Stock
Program of IDACORP common stock equal to approximately $8,000, or 213 shares, in
June of 2001. Mr. Miller was elected non-executive Chairman of the Board of
IDACORP and Idaho Power effective June 1, 1999. His compensation consists of a
monthly retainer of $6,000 and the annual stock grant under the Director Stock
Program of $8,000, or 213 shares, in 2001. Mr. Miller does not receive meeting
fees for either Board or committee meetings. Directors may 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 books showing the amounts deferred and the interest
accrued thereon. The Directors also participate in a non-qualified deferred
compensation plan which provides for retirement benefit payments (a maximum of
$17,500 per year for a period of 15 years) made to those Directors elected prior
to November 30, 1994, at their option, in 180 monthly installments or in a
single life annuity with a joint and survivor option and to those Directors
elected after November 30, 1994 in a single life annuity with a joint and
survivor option.
Since each director serves on both the IDACORP and Idaho Power Boards and
on the same committees of each Board, the monthly retainer applies to service on
both Boards as do the meeting fees for the Board meetings and for each committee
which has a corresponding committee at both companies. The practice generally is
that meetings of the IDACORP and Idaho Power Boards and the corresponding
committees are held in conjunction with each other and a single meeting fee is
paid to each director for each set of meetings. Separate meeting fees will be
paid in the event a Board or committee meeting is not held in conjunction with a
meeting of the corresponding Board or committee and for those committee meetings
which do not have a corresponding committee.
EMPLOYMENT CONTRACTS AND
CHANGE OF CONTROL AGREEMENTS
Idaho Power entered into an employment agreement in 1997 with Richard
Riazzi, Vice President - Marketing and Sales, for a three-year term ending
December 1999, with automatic one year extensions thereafter unless the parties
agree to terminate. The agreement provides for a minimum base salary of $191,000
per year subject to annual review, a phantom stock award made in 1997, plus
annual and long-term incentive compensation opportunities. In the event of
termination of employment following a change of control, which is defined as the
acquisition of beneficial ownership of 20% of voting power, certain changes in
the Board, or approval by the shareholders of the liquidation, of certain merger
or consolidations or of certain transfers of assets, Mr. Riazzi will receive 18
months base salary plus the greater of two times the most recent annual bonus or
two times the average annual bonus for the three previous years, subject to any
limitations provided by Section 280G of the Internal Revenue Code.
IDACORP entered into Change of Control Agreements with the Named Officers
in September 1999, which become effective for a three-year period upon a change
of control of IDACORP. If a change of control occurs, the Agreements provide
that specified payments and benefits would be paid in the event of termination
of the Executive's employment (i) by IDACORP, other than for cause, death or
disability, or (ii) by the Executive for constructive discharge or retirement,
at any time when the Agreements are in effect. In such event, each of the Named
Officers would receive payment of an amount equal to two and
22
one-half times his annual compensation, which shall be the highest combined
amount of base salary and bonus received by the Named Officer in any one of the
five years preceding termination. In addition, under these Agreements, each of
the Named Officers would receive (i) the immediate vesting of restricted stock
granted prior to the change in control; (ii) outplacement services for 12 months
not to exceed $12,000; and (iii) all benefits for a period of 24 months under
the welfare benefit plans.
For these purposes "cause" means the Executive's fraud or dishonesty which
has resulted or is likely to result in material economic damage to IDACORP or a
subsidiary of IDACORP, as determined in good faith by a vote of at least
two-thirds of the non-employee directors of IDACORP at a meeting of the Board at
which the Executive is provided an opportunity to be heard. "Constructive
discharge" includes material failure by IDACORP to comply with the Agreement,
relocation, and certain reduction in compensation or benefits.
A "change of control" is defined as (i) the acquisition by a party or
certain related parties of 20% or more of IDACORP's voting securities; (ii) a
purchase by a person of 20% or more of the outstanding stock pursuant to a
tender or exchange offer; (iii) shareholder approval of a merger or similar
transaction after which IDACORP's shareholders will hold 50% or less of the
voting securities of the surviving entity or (iv) a change in a majority of the
Board of Directors within a 24-month period without the approval of two-thirds
of the members of the Board.
23
PERFORMANCE GRAPH
SOURCE: BLOOMBERG AND EDISON ELECTRIC INSTITUTE
COMPARISON OF CUMULATIVE TOTAL RETURN
$100 INVESTED DECEMBER 31, 1996
[ PERFORMANCE GRAPH ]
The table shows a Comparison of Five-Year Cumulative Total Shareholder
Return for IDACORP 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, 1996, with beginning-of-period weighting of the peer
group indices (based on market capitalization) and monthly compounding of
returns. As of October 1, 1998, all outstanding shares of Idaho Power common
stock were exchanged on a share-for-share basis for IDACORP common stock.
EEI 100
IDACORP S & P 500 ELECTRIC UTILITIES
------- --------- ------------------
1996 $100.00 $100.00 $100.00
1997 128.27 133.35 127.37
1998 130.50 171.46 145.06
1999 102.56 207.54 118.08
2000 196.88 188.65 174.72
2001 171.03 166.24 159.37
24
RETIREMENT BENEFITS
The following table sets forth the estimated annual retirement benefits payable
under the Idaho Power Retirement Plan (a qualified defined benefit pension plan
for all regular employees) and under the Idaho Power Security Plan for Senior
Management Employees (a non-qualified defined benefit plan for senior management
employees). The plans cover employees of IDACORP and Idaho Power.
PENSION PLAN TABLE
REMUNERATION YEARS OF SERVICE
- ------------- ------------------------------------------------------------
10 15 20 25 30 35
$ 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
$550,000 $330,000 $357,500 $385,000 $412,500 $412,500 $412,500
$600,000 $360,000 $390,000 $420,000 $450,000 $450,000 $450,000
Benefits under the Retirement Plan for Executive management 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. Idaho Power
has established a trust which is made up of trust owned life insurance, stocks
and fixed income securities, the value of which are sufficient to cover the
liabilities of the Security Plan. Effective August 1, 1996, Idaho Power
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, 2001, the final five-year average salary plus bonus
under the retirement plans as referred to above for the Executive Officers named
in the Summary Compensation Table are: Mr. Packwood, $432,365; Mr. Keen,
$282,978; Mr. Riazzi, $283,827; Mr. Miller, $188,902; and
25
Mr. Stahman, $194,390. Years of credited service under the Retirement Plan and
years of participation as a senior management employee are, respectively: Mr.
Packwood, 31, 25; Mr. Keen, 28, 19; Mr. Miller 25, 14; Mr. Riazzi 5, 5; and Mr.
Stahman 24, 19.
ANNUAL REPORT
IDACORP's 2001 annual report to shareholders, including financial
statements for 1999, 2000 and 2001, was mailed on or about April 8, 2002 to all
shareholders of record. Idaho Power financial statements for 1999, 2000 and 2001
included in its Annual Report on Form 10-K were mailed to Idaho Power
shareholders of record on or about April 8, 2002.
IDACORP hereby undertakes to deliver promptly, upon written or oral
request, a separate copy of the annual report to shareholders, or proxy
statement, as applicable, to an IDACORP shareholder at a shared address to which
a single copy of the document was delivered. Idaho Power hereby undertakes to
deliver promptly, upon written or oral request, a separate copy of the Idaho
Power financial statements, or proxy statement, as applicable, to an Idaho Power
shareholder at a shared address to which a single copy of the document was
delivered. Requests should be addressed to Shareowner Services, 1221 West Idaho
Street, Boise, Idaho 83702, telephone 1-800-635-5406.
2002 JOINT ANNUAL MEETING OF SHAREHOLDERS
Nominations for Director may be made only by the Board of Directors or by
a shareholder entitled to vote who has delivered written notice to the Secretary
of IDACORP or Idaho Power, as the case may be, not earlier than 90 days, and not
later than 60 days, prior to the first anniversary of this annual meeting.
Rule 14a-4 of the Securities and Exchange Commission's proxy rules allows
a company to use discretionary voting authority to vote on matters coming before
an annual meeting of shareholders, if the company does not have notice of the
matter at least 45 days before the date corresponding to the date on which the
company first mailed its proxy materials for prior year's annual meeting of
shareholders or the date specified by an advance notice provision in the
company's bylaws. The Bylaws of IDACORP and Idaho Power contain such an advance
notice provision. Under the Bylaws, no business may be brought before an annual
meeting of the shareholders except as specified in the notice of the meeting or
as otherwise properly brought before the meeting by or at the direction of the
Board or by a shareholder entitled to vote who has delivered written notice to
the Secretary of IDACORP or Idaho Power, as the case may be, not earlier than 90
days, and not later than 60 days, prior to the first anniversary of this annual
meeting.
For the 2003 Joint Annual Meeting of Shareholders, expected to be held on
May 15, 2003, IDACORP and Idaho Power shareholders must submit such nominations
or proposals to the Secretary of IDACORP or Idaho Power, as the case may be, no
earlier than February 14, 2003 and no later than March 17, 2003.
The requirements referred to above are separate and apart from the
Securities and Exchange Commission's requirements that a shareholder must meet
in order to have a shareholder proposal included in the proxy statement under
Rule 14a-8. For the 2003 Joint Annual Meeting of Shareholders expected to be
held on May 15, 2003, any shareholder who wishes to submit a proposal for
inclusion in the joint proxy materials pursuant to Rule 14a-8 must submit such
proposal to the Secretary of IDACORP or Idaho Power, as the case may be, on or
before December 9, 2002.
IT IS REQUESTED THAT EACH SHAREHOLDER WHO CANNOT ATTEND THE MEETING VOTE
HIS OR HER PROXY OR PROXIES WITHOUT DELAY.
26
ANNUAL MEETING OF SHAREHOLDERS
Thursday, May 16, 2002
[ LOGO ] Idaho Power 10:00 a.m. Local Time
Idaho Power Corporate Headquarters
1221 West Idaho Street
Boise, Idaho 83707
- -----------------------------------------------------------------------------------------------------------------------------
INSTRUCTIONS FOR VOTING YOUR PROXY
We are now offering shareholders three alternative ways of voting this proxy:
o BY TELEPHONE (using a touch-tone telephone) o THROUGH THE INTERNET (using a browser) o BY MAIL (traditional method)
Your telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you had
returned your proxy card. We encourage you to use these cost effective and convenient ways of voting, 24 hours
a day, 7 days a week.
/ TELEPHONE VOTING / Available until 5:00 p.m. Eastern time on May 15, 2002
o This method of voting is available for residents of the U.S. and Canada
o On a touch-tone telephone, call TOLL FREE 1-800-858-0073, 24 hours a day, 7 days a week
o You will be asked to enter ONLY the CONTROL NUMBER shown below
o Have your proxy card ready, then follow the prerecorded instructions
o Your vote will be confirmed and cast as you directed
/ INTERNET VOTING / Available until 5:00 p.m. Eastern time on May 15, 2002
o Visit the Internet voting Website at HTTP://PROXY.GEORGESON.COM
o Enter the COMPANY NUMBER AND CONTROL NUMBER shown below and follow the instructions on your screen
o You will incur only your usual internet charges
/ VOTING BY MAIL /
o Simply mark, sign and date your proxy card and return it in the postage-paid envelope
o If you are voting by telephone or the Internet, please do not mail your proxy card
The Company has been advised by counsel that the procedures for Internet and Telephonic voting are consistent with the
requirements of applicable laws.
/ COMPANY NUMBER / / CONTROL NUMBER /
- -----------------------------------------------------------------------------------------------------------------------------
/ X / PLEASE MARK VOTES
AS IN THIS EXAMPLE.
-----------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2
-----------------------------------------------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS: Nominees:
01 Roger L. Breezley 02 John B. Carley FOR all nominees listed WITHHOLD
03 Jack K. Lemley 04 Evelyn Loveless (except as indicated to authority to vote
the contrary) for all nominees
INSTRUCTIONS: To withhold authority to vote for any individual / / / /
nominee(s), write the name(s) of such nominee(s) in the space
provided below.
FOR AGAINST ABSTAIN
2. To ratify the selection of Deloitte & Touche LLP as independent / / / / / /
auditor for the fiscal year ending December 31, 2002
----------------------------------------------------------------------
DATE:
---------------------------------
---------------------------------------
---------------------------------------
Signature(s) in Box
---------------------------------------
---------------------------------------
Signature of Joint Owner
[ LOGO ] Idaho Power
April 8, 2002
Dear Shareholders of Idaho Power Company:
It is our pleasure to invite you to attend the upcoming 2002 joint annual
meeting of Shareholders of Idaho Power Company and IDACORP, Inc. to be
held on May 16, 2002, at 10:00 A.M., local time, at the Idaho Power
Corporate Headquarters, 1221 West Idaho 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 Joint Proxy Statement on the following pages. This year
Idaho Power Company is asking you to elect four Directors, to ratify the
appointment of an independent auditor for the fiscal year ending December
31, 2002.
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.
/s/ Jon H. Miller /s/ Jan B. Packwood
----------------- -------------------
Jon H. Miller Jan B. Packwood
Chairman of the Board IDACORP President and Chief
Executive Officer
Idaho Power Chief Executive Officer
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
- --------------------------------------------------------------------------------
IDAHO POWER COMPANY
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS ON MAY 16, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P
PROPERLY EXECUTED PROXIES WILL BE VOTED AS MARKED AND, IF NOT MARKED,
R PROXIES RECEIVED WILL BE VOTED "FOR" PROPOSAL (1), TO ELECT FOUR
DIRECTORS, AND "FOR" PROPOSAL (2), TO RATIFY THE APPOINTMENT OF AN
O INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2002.
X The undersigned hereby appoints Jan B. Packwood and Robert W. Stahman, and
each of them, proxies with full power of substitution to vote for the
Y undersigned at the Joint Annual Meeting of Shareholders of Idaho Power
Company and IDACORP, Inc. and at any adjournment 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.
/ SEE REVERSE SIDE /
ANNUAL MEETING OF SHAREHOLDERS
Thursday, May 16, 2002
[ LOGO ] IDACORP 10:00 a.m. Local Time
Idaho Power Corporate Headquarters
1221 West Idaho Street
Boise, Idaho 83707
- -----------------------------------------------------------------------------------------------------------------------------
INSTRUCTIONS FOR VOTING YOUR PROXY
We are now offering shareholders three alternative ways of voting this proxy:
o BY TELEPHONE (using a touch-tone telephone) o THROUGH THE INTERNET (using a browser) o BY MAIL (traditional method)
Your telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you had
returned your proxy card. We encourage you to use these cost effective and convenient ways of voting, 24 hours
a day, 7 days a week.
/ TELEPHONE VOTING / Available until 5:00 p.m. Eastern time on May 15, 2002
o This method of voting is available for residents of the U.S. and Canada
o On a touch-tone telephone, call TOLL FREE 1-800-858-0073, 24 hours a day, 7 days a week
o You will be asked to enter ONLY the CONTROL NUMBER shown below
o Have your proxy card ready, then follow the prerecorded instructions
o Your vote will be confirmed and cast as you directed
/ INTERNET VOTING / Available until 5:00 p.m. Eastern time on May 15, 2002
o Visit the Internet voting Website at HTTP://PROXY.GEORGESON.COM
o Enter the COMPANY NUMBER AND CONTROL NUMBER shown below and follow the instructions on your screen
o You will incur only your usual internet charges
/ VOTING BY MAIL /
o Simply mark, sign and date your proxy card and return it in the postage-paid envelope
o If you are voting by telephone or the Internet, please do not mail your proxy card
The Company has been advised by counsel that the procedures for Internet and Telephonic voting are consistent with the
requirements of applicable laws.
/ COMPANY NUMBER / / CONTROL NUMBER /
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
- -----------------------------------------------------------------------------------------------------------------------------
/ X / PLEASE MARK VOTES
AS IN THIS EXAMPLE.
-----------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2
-----------------------------------------------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS: Nominees:
01 Roger L. Breezley 02 John B. Carley FOR all nominees listed WITHHOLD
03 Jack K. Lemley 04 Evelyn Loveless (except as indicated to authority to vote
the contrary) for all nominees
INSTRUCTIONS: To withhold authority to vote for any individual / / / /
nominee(s), write the name(s) of such nominee(s) in the space
provided below.
FOR AGAINST ABSTAIN
2. To ratify the selection of Deloitte & Touche LLP as independent / / / / / /
auditor for the fiscal year ending December 31, 2002
----------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" PROPOSALS 3 AND 4
-----------------------------------------------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
3. To act upon a shareholder proposal requesting IDACORP to establish / / / / / /
a written policy on the rights of indigenous peoples
FOR AGAINST ABSTAIN
4. To act upon a shareholder proposal requesting IDACORP to provide a / / / / / /
report reviewing the relicensing process for the Hells Canyon Complex
DATE:
---------------------------------
---------------------------------------
---------------------------------------
Signature(s) in Box
---------------------------------------
---------------------------------------
Signature of Joint Owner
[ LOGO ] IDACORP
April 8, 2002
Dear Shareholders of IDACORP:
It is our pleasure to invite you to attend the upcoming 2002 joint annual
meeting of Shareholders of IDACORP, Inc. and Idaho Power Company to be
held on May 16, 2002, at 10:00 A.M., local time, at the Idaho Power
Corporate Headquarters, 1221 West Idaho 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 Joint Proxy Statement on the following pages. This year
IDACORP, Inc. is asking you to elect four Directors, to ratify the
appointment of an independent auditor for the fiscal year ending December
31, 2002, to act upon a shareholder proposal requesting IDACORP to
establish a written policy on the rights of indigenous peoples and to act
upon a shareholder proposal requesting IDACORP to provide a report
reviewing the relicensing process for the Hells Canyon Complex.
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.
/s/ Jon H. Miller /s/ Jan B. Packwood
----------------- -------------------
Jon H. Miller Jan B. Packwood
Chairman of the Board IDACORP President and Chief
Executive Officer
Idaho Power Chief Executive Officer
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
- --------------------------------------------------------------------------------
IDACORP, INC.
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS ON MAY 16, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P
PROPERLY EXECUTED PROXIES WILL BE VOTED AS MARKED AND, IF NOT MARKED,
R PROXIES RECEIVED WILL BE VOTED "FOR" PROPOSAL (1), TO ELECT FOUR
DIRECTORS, "FOR" PROPOSAL (2), TO RATIFY THE APPOINTMENT OF AN INDEPENDENT
O AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2002, "AGAINST" PROPOSAL
(3), TO ACT UPON A SHAREHOLDER PROPOSAL REQUESTING IDACORP TO ESTABLISH A
X WRITTEN POLICY ON THE RIGHTS OF INDIGENOUS PEOPLES AND "AGAINST" PROPOSAL
(4), TO ACT UPON A SHAREHOLDER PROPOSAL REQUESTING IDACORP TO PROVIDE A
Y REPORT REVIEWING THE RELICENSING PROCESS FOR THE HELLS CANYON COMPLEX.
The undersigned hereby appoints Jan B. Packwood and Robert W. Stahman, and
each of them, proxies with full power of substitution to vote for the
undersigned at the Joint Annual Meeting of Shareholders of IDACORP, Inc.
and Idaho Power Company and at any adjournment 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.
/ SEE REVERSE SIDE /