Idacorp (IDA) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 15, 2025, with shareholders able to vote on key proposals and submit questions online.

• Shareholders of record as of March 26, 2025, are eligible to vote on the election of ten directors, executive compensation, an amended long-term incentive plan, and auditor ratification.

• The company achieved its 17th consecutive year of net income growth in 2024, increased its quarterly dividend, and saw record customer growth and service reliability.

• Strategic priorities for 2025 focus on financial strength, operational excellence, and advancing clean energy initiatives.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of ten directors for one-year terms, (2) advisory approval of executive compensation, (3) approval of the amended 2000 Long-Term Incentive and Compensation Plan with 1,100,000 additional shares, and (4) ratification of Deloitte & Touche LLP as independent auditor for 2025.

• The board recommends voting FOR all proposals.

• No other shareholder proposals or business are anticipated at the meeting.

Board of directors and corporate governance

• Ten director nominees are proposed, nine of whom are independent; two current directors will retire due to the mandatory retirement age.

• The board is led by an independent chair, with annual elections and a majority of independent directors.

• Committees include audit, compensation and human resources, corporate governance and nominating, and executive committees, all with independent membership.

• Annual board and committee self-evaluations are conducted, and there is a director resignation policy for nominees receiving more withheld than for votes.

• Stock ownership and retention guidelines apply to directors and officers.