Sector: Utilities
IDACORP INC · Meeting: May 21, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Ten Directors for One-Year Terms
Director since 2020 with no overboarding concerns; IDA's 3-year return of 47.3% is strong positive, and the gap versus the XLU benchmark is only -3.8 percentage points, well below the 65-point threshold required to trigger an against vote.
Director since 2017 with no overboarding concerns; the 3-year TSR gap of -3.8 percentage points versus XLU falls far short of the 65-point threshold needed to trigger an against vote under the strong-positive-return tier.
CEO and director since 2020; the 3-year TSR gap of -3.8 percentage points versus XLU is far below the 65-point threshold required to trigger an against vote, so no TSR concern applies, and the Say on Pay analysis supports her compensation program.
Director since 2013 and independent board chair; the 3-year TSR gap of -3.8 percentage points versus XLU is far below the 65-point trigger threshold, and no attendance, overboarding, or independence issues are noted.
Director since 2023; joined within the past 24 months so is exempt from the TSR trigger under policy, and no other disqualifying concerns are noted.
Director since May 2025; joined well within the 24-month exemption window so is fully exempt from the TSR trigger, and no other disqualifying concerns are noted.
Director since February 2025; joined well within the 24-month exemption window so is fully exempt from the TSR trigger, and no other disqualifying concerns are noted.
New nominee with no prior board tenure; the 24-month new-director exemption applies and no disqualifying concerns are evident from the proxy disclosures.
Director since 2023; joined within the past 24 months so is exempt from the TSR trigger under policy, and no other disqualifying concerns are noted.
Director since 2021 with no overboarding concerns; the 3-year TSR gap of -3.8 percentage points versus XLU falls far short of the 65-point threshold required to trigger an against vote under the strong-positive-return tier.
All ten director nominees receive a FOR vote. IDACORP's 3-year stock return of 47.3% is strongly positive, and the company trails the XLU utilities ETF by only 3.8 percentage points — far below the 65-point underperformance threshold that would trigger an against vote for directors with meaningful tenure. Five of the ten nominees (Jorgensen, Kennedy, Madison, Miller, Morris) qualify for the 24-month new-director exemption and are not subject to the TSR screen at all. No attendance failures, overboarding situations, independence concerns, or familial-relationship issues were identified for any nominee.
CEO
Lisa A. Grow
Total Comp
$7,529,892
Prior Support
92.7%%
CEO Lisa Grow's total reported compensation of approximately $7.5 million is within a reasonable range for a CEO of a $7.9 billion regulated electric utility, and the prior-year Say on Pay vote received 92.7% shareholder support — well above the 70% threshold that would require a response. The pay program is predominantly variable and at-risk, with 51% to 80% of each executive's target pay tied to performance over one- and three-year periods using measurable metrics (adjusted net income, service reliability, customer satisfaction, cumulative earnings per share, and relative total shareholder return versus the EEI Utilities Index). A meaningful clawback policy compliant with SEC and NYSE rules is in place, and no structural concerns such as excessive fixed pay, lack of performance conditions, or poor pay-for-performance alignment were identified.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Deloitte & Touche LLP is a Big 4 firm appropriate for IDACORP's $7.9 billion market cap. The proxy filing does not disclose specific audit fee or non-audit fee dollar amounts in the extracted text provided, so the non-audit fee ratio trigger cannot be evaluated — per policy, the absence of confirmed fee data does not trigger a No vote, and the tenure trigger similarly requires confirmed data to fire. No material restatements are noted, and no other disqualifying factors are present.
Meeting held May 21, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Sharon L. Miller | 99.6% | 44.7M | 193,821 | ✓ Elected |
| Susan D. Morris | 99.5% | 44.7M | 210,282 | ✓ Elected |
| Michael J. Kennedy | 99.5% | 44.7M | 210,751 | ✓ Elected |
| Lisa A. Grow | 99.3% | 44.6M | 299,316 | ✓ Elected |
| Annette G. Elg | 99.0% | 44.5M | 451,700 | ✓ Elected |
| Scott W. Madison | 98.4% | 44.2M | 701,338 | ✓ Elected |
| Dr. Mark T. Peters | 98.4% | 44.2M | 717,612 | ✓ Elected |
| Odette C. Bolano | 98.4% | 44.2M | 729,113 | ✓ Elected |
| Nate R. Jorgensen | 97.7% | 43.9M | 1.0M | ✓ Elected |
| Dennis L. Johnson | 94.5% | 42.5M | 2.5M | ✓ Elected |
Say on Pay
For 42.2M · Against 2.5M · Abstain 208,084
Auditor Ratification
For 47.4M · Against 1.7M · Abstain 70,141
IDACORP's 2026 annual meeting ballot contains three standard proposals: election of ten directors, ratification of Deloitte & Touche LLP as auditor, and an advisory vote on executive compensation. All three proposals receive a FOR vote — the director slate is clean with no TSR, attendance, or independence concerns; the compensation program is well-structured with strong performance linkage and very high prior-year shareholder approval; and no stockholder proposals were submitted for this meeting.
10 companies disclosed in 2026 proxy filing
