20220321Evidence Submitted for Case.pdf

RECEIVED
2022 March 21, AM 10:01
IDAHO PUBLIC
UTILITIES COMMISSION
IDACORP 2022: Report on Climate Transition Plan

IDACORP operates Idaho Power, a public utility which provides electrical power to Idaho and Oregon, which are
particularly vulnerable to and actively experiencing climate change with an increase in wildfires, heat extremes,
prolonged droughts, and reduced water supply for hydropower operations.
IDACORP has a goal of 100 percent renewable generation by 2045, however it has not identified tangible interim
goals in order to be able to achieve that goal.
Rather than adopting a clear path to a reduction in greenhouse gases (GHG), IDACORP instead has now proposed
extending the use of coal-fired power plants by converting them to natural gas operations in its 2021 Integrated
Resourcing Planning Process. i
The inclusion of natural gas as a clean future instead of a decarbonization plan is concerning because according to
IDACORP S
IDACORP S
availability risk past 2034.
Although IDACORP exceeded its goal to reduce carbon intensity by 20 percent by 2025, it is now trending upwards
as intensity increased from 2018 - 2020. The company attributes the 18 percent increase in 2020 to lower water
2019 - 2020, underscoring the need for short, medium and long-term absolute GHG emission targets.
IDACORP has not set short, medium, or long term absolute GHG reduction targets for its Scope 1 and Scope 2
emissions, nor a Science-based Target for a Net Zero future. IdaCorp lags behind its peers, including PacifiCorp
who committed to reduce GHG emissions 74 percent from 2005 levels by 2030.
IDACORP notes in its 2021 10-K that the cost to comply with potential further climate change-related regulation
could be significant and it could face increased climate-related litigation and reduce its access to capital markets
with favorable terms.
In 2017 the Financial Stabili -related Financial Disclosures recommended that
companies adopt targets to manage climate-related risks and disclose strategies. 76 percent of Fortune 100
companies set climate or energy related commitment and 17 percent have set Science Based Targets. In many
cases, these goals are also linked to executive compensation.
BE IT RESOLVED: Shareholders request that IDACORP issue a report within a year, and annually thereafter, at
reasonable expense and excluding confidential information, disclosing short, medium, and long term greenhouse
ise at 1.5 degrees Celsius,
related emissions.
SUPPORTING STATEMENT: Proponents suggest, at Company discretion, the report describe:
IDACORP
capital allocation where relevant;
.

i
https://docs.idahopower.com/pdfs/AboutUs/PlanningForFuture/irp/2021/2021_Preliminary_Preferred_
Portfolio.pdf

SANFORD J. LEWIS, ATTORNEY

PO Box 231
Amherst, MA 01004-0231
413 549-7333
[e-mail]

February 15, 2022
Via electronic mail

Office of Chief Counsel
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re: Shareholder Proposal to IDACORP Submitted by Proxy Impact, on behalf of Leslie ‘Kiki’ Tidwell

Ladies and Gentlemen:

Leslie ‘Kiki’ Tidwell (the “Proponent”) is beneficial owner of common stock of IDACORP, Inc., (the
“Company”) and has submitted a shareholder proposal (the “Proposal”) to the Company. I have been
asked by the Proponent to respond to the letter dated January 14, 2022 (the “Company Letter”) sent to
the Securities and Exchange Commission by Patrick A. Harrington. In that letter, the Company contends
that the Proposal may be excluded from the Company’s 2022 proxy statement.

I have reviewed the Proposal, as well as the Company Letter, and based upon the foregoing, as well as the
relevant rules, the Proposal must be included in the Company’s 2022 proxy materials and it is not
excludable under Rule 14a-8. A copy of this letter is being emailed concurrently to Patrick A. Harrington.

SUMMARY

The Proposal requests that the Company file a report within a year, and annually thereafter, disclosing
short-, medium-, and long-term greenhouse gas targets aligned with the Paris Agreement’s goal of
maintaining global temperature rise at 1.5 degrees Celsius, and progress made in achieving them. The
Proposal states that the report should cover the Company’s full scope of operational and product related
emissions. (Full Proposal attached as Appendix.)

The Company Letter asserts, under Rule 14a-8(i)(10), that the Company’s existing actions, namely current
public disclosures on its website about its short-, medium-, and long-term greenhouse gas (“GHG”)
emissions targets, constitutes substantial implementation of the Proposal, and therefore the Proposal
may be excluded from the 2022 proxy materials for its annual meeting.

The Company’s actions do not implement the guidelines or essential purpose of the proposal. The
Proposal requests the Company disclose targets in alignment with the Paris Agreement’s goal of
maintaining global temperature rise at 1.5-degree Celsius. It does not request that the Company merely
disclose its own GHG projections, unaligned with the Paris Agreement’s 1.5-degree Celsius target. The
Report should also include the Company’s full scope of operational and product related emissions, which
the Company does not currently do. In addition, the Company’s long-term goal of 100% clean energy by
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February 15, 2022
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2045 is not supported by its interim goals and current actions, which is inconsistent with the Proposal’s
request for targets that demonstrate a pathway to Paris alignment.

The Company’s disclosures are not aligned with the Paris Agreement’s temperature goals, do not cover
the full scope of operational and product related emissions, and therefore cannot constitute substantial
implementation under Rule 14a-8(i)(10).

ANALYSIS

I. The Proposal is not excludable pursuant to Rule 14a-8(i)(10).

The Company claims that the Proposal may be excluded from the 2022 Proxy Materials under Rule 14a-
8(i)(10). The Company argues that its current public disclosures related to GHG emissions constitute
substantial implementation. The Company maintains that these disclosures, made via several reports
listed on their website, including the 2020 ESG Report, the 2045 Clean Energy Goal, the Emissions Report,
and their 2021 Integrated Resource Plan (“IRP”) are sufficient together to constitute substantial
implementation of the Proposal. We will explain why these disclosures fail to meet the essential purpose
of the Proposal.

For the Company to meet its burden of proving substantial implementation pursuant to Rule 14a-8(i)(10),
it must show that its activities meet the guidelines and essential purpose of the Proposal. The Staff has
noted that a determination that a company has substantially implemented a proposal depends upon
whether a company’s particular policies, practices, and procedures compare favorably with the guidelines
of the proposal. Texaco, Inc. (Mar. 28, 1991). Substantial implementation under Rule 14a-8(i)(10) requires
a company’s actions to have satisfactorily addressed both the proposal’s guidelines and its essential
objective. See, e.g., Exelon Corp. (Feb. 26, 2010).

Thus, when a company can demonstrate that it has already taken actions that meet most of the
guidelines of a proposal and meet the proposal’s essential purpose, the Staff has concurred that the
proposal has been “substantially implemented.” In the current instance, the Company has substantially
fulfilled neither the guidelines nor the essential purpose of the Proposal.

Guidelines and essential purpose of the proposal
At its core, the Proposal requests that the Company publish an annual report disclosing short-, medium-,
and long-term GHG targets aligned (emphasis added) with the Paris Agreement’s goal of maintaining
global temperature rise at 1.5-degrees Celsius, and progress made in achieving them. The report should
include the Company’s full scope of operational and product related emissions.

Reasons why the Company’s actions do not fulfill the guidelines or essential purpose

a) The Company has published short-, medium-, and long-term goals from 2021 - 2040 in its Emissions
Reduction Report.1 These projections are not in line with the targets necessary to achieve the Paris
Agreement’s goal of maintaining global temperature rise at 1.5-degrees Celsius

1 https://docs.idahopower.com/pdfs/AboutUs/EnergySources/emissions-reduction-report.pdf
Office of Chief Counsel
February 15, 2022
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b) The Company notes that the emissions disclosures in the Emissions Reduction Report and 2020 ESG
Report neither include market purchases or sales nor fugitive methane emissions from its natural gas
operations. These are material omissions against the requirement of the proposal to include the full
scope of operational and product related emissions.

c) The essential purpose of the proposal is that the Company has an emissions reduction plan that is
aligned with the Paris Agreement goal of 1.5C in order to meet the urgency of the climate crisis. The
clearest definition of what needs to be done to stay below 1.5 degrees was published by the United
Nations Environment Program. They stated that, “to get in line with the Paris Agreement, emissions must
drop 7.6 per cent per year from 2020 to 2030 for the 1.5°C goal.”2 The IDACORP Emissions Report shows
a projected emissions reduction of 2% annually.3

Therefore, the guidelines and essential purpose of the Proposal are not met by the Company’s reported
actions and shareholders should be able to vote on the Proposal to signal to the Company that more
responsive action is needed.

a) The Company’s disclosures are not in alignment with the Paris Agreement’s goal of maintaining global
temperature rise to 1.5 degrees Celsius and therefore the Proposal cannot be said to be Substantially
Implemented under Rule 14a-8(i)(10)

Science Based Targets:
In order to assist companies in setting targets aligned with the goal of limiting global temperature rise to
1.5 degrees Celsius, the Science Based Targets Initiative (SBTi) - a collaboration of the Carbon Disclosure
Project, the United Nations Global Compact, World Resources Institute, and the World Wide Fund For
Nature - developed targets for industrial sectors and works with companies to achieve them. The targets
set by SBTi are considered the global standard for companies to align their emissions reductions with the
Paris Agreement’s 1.5°C goal. As of January 2022, nearly 2500 companies are working with SBTi to
reduce their emissions in line with this goal.4

SBTI is referenced in the Proposal, and although the Proposal does not necessitate that the Company
register with and utilize SBTi targets to fulfill alignment, SBTi provides globally agreed upon benchmarks
that can be used to assess whether the Company’s current goals and activities are reasonably in-line with
investor expectations regarding alignment with the Paris Agreement.

The Power Generator sector is one of the largest emitters of greenhouse gas emissions. SBTi set near and
long-term targets for the Power Generation sector (electric utilities). SBTi provides guidance on
appropriate measures of emissions reduction for electric utilities regarding carbon intensity and absolute
carbon emissions. Carbon intensity is the amount of CO2 emitted per a unit of output. For electric
utilities, Carbon intensity is the amount of CO2 emitted per MWh of electricity produced. Absolute
carbon emissions measures total carbon emissions which can then be compared between years.

2 https://www.unep.org/resources/emissions-gap-report-2019
3 https://docs.idahopower.com/pdfs/AboutUs/EnergySources/emissions-reduction-report.pdf p. 3
4 https://sciencebasedtargets.org/companies-taking-action#table
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February 15, 2022
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Short-term targets not aligned with global expectations
The Company set a short-term target to reduce CO2 intensity by 35% by 2025 based on a 2005 baseline
year.5 Based on review of SBTi, this goal is not in line with the 1.5° C global goal.

SBTi encourages companies to establish a base year to track emissions performance and clearly states
that the base year should be typical of the company’s typical GHG profile (e.g. - not the year prior to
closing or taking a coal plant offline); contain verifiable scopes 1, 2, and 3 emissions; and be no earlier
than 2015.6 SBTi recommends choosing the most recent year for which data are available.7

Therefore, it is an important underlying concern for all of the Company’s projections that it is using a 17-
year-old baseline (this applies to all of the Company’s short-, medium-, and long-term targets and all its
reports including the 2020 ESG Report, the 2045 Clean Energy Goal, the Emissions Report, and their 2021
Integrated Resource Plan). According to SBTi’s guidelines, IDACORP’s baseline of 2005 is not appropriate
for calculating emissions reductions in line with the 1.5° C goal.

In essence, the Company’s claim of alignment starts off with a base year designed to make its progress
toward GHG reduction look better than it is against the global benchmark.

As will be discussed further below (see: b) The Company disclosures do not include the full scope of
operational and product emissions), the Company also fails to include very significant emissions sources
from purchased electricity emissions and fugitive methane emissions - both of which are required to be
included under the SBTi guidelines.

Even after using the inappropriate baseline and excluding purchased electricity and fugitive methane
emissions, the Company’s short-term goal of a 35% reduction in carbon intensity based on 2005
emissions falls far short of SBTi’s guidance of a reduction of 85% between 2020 and 2030.
The Company’s letter references its carbon intensity reduction of 29% from 2010 – 2020 based on 2005
levels.8 That reduction is mostly attributable to the closing of a coal plant in 2019.9 In reality, the
Company’s carbon intensity has been increasing over the last three years. According to its reporting to
the Carbon Disclosure Project, in 2020 the company’s carbon intensity increased by 18% due to lack of
water for its hydro generation and population growth. The 2020 ESG Report indicates that in 2020,
carbon intensity from the Company’s owned generation increased by 27%.10

Another key carbon metric under SBTi is absolute carbon emissions reduction. This is the clearest
indicator that carbon emissions are being reduced. SBTI states that the power sector must reduce
absolute carbon emissions by 77% between 2020 & 2030.11 The Company’s Emissions Reduction Report

5 https://docs.idahopower.com/pdfs/AboutUs/EnergySources/emissions-reduction-report.pdf p. 1
6 https://sciencebasedtargets.org/resources/files/SBTi-Net-Zero-Standard-Corporate-Manual-Criteria-V1.0.pdf p. 17
7 https://sciencebasedtargets.org/resources/files/SBTi-Power-Sector-15C-guide-FINAL.pdf p. 10
8 The 2020 ESG Report also presents that “We’re proud to say we achieved that goal — and more — by reducing the CO2 our
energy sources emitted by an average of 29% from 2010 to 2020 compared to 2005.”
https://s26.q4cdn.com/720254477/files/doc_downloads/sustainability/2020_ESGReport_05-21.pdf p. 10
9 “As indicated in this carbon reduction table, Idaho Power has already significantly reduced our CO2 emissions since the 2005
baseline year. We have achieved this reduction primarily by decreasing our coal generation levels, including terminating our coal
generation from the North Valmy Unit 1 in 2019 and from the Boardman plant in 2020.”
https://docs.idahopower.com/pdfs/AboutUs/EnergySources/emissions-reduction-report.pdf P. 3
10 https://s26.q4cdn.com/720254477/files/doc_downloads/sustainability/2020_ESGReport_05-21.pdf p. 42
11 https://sciencebasedtargets.org/resources/files/SBTi-Net-Zero-Standard-Corporate-Manual-Criteria-V1.0.pdf p. 17
Office of Chief Counsel
February 15, 2022
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indicates they project to reduce absolute emissions by 45% between 2021 and 2030.12 The Company
offers no target for this crucial metric, although the 2020 ESG Report indicates that in 2020
carbon dioxide emissions from its own generation increased by 22%.

Medium-term commitments not aligned with long-term clean energy goal
The Company’s Emissions Reduction Report says that “Idaho Power has established medium-term CO2
reduction targets through its 2021 Integrated Resource Plan (IRP). The IRP is Idaho Power’s definitive
resource planning exercise and produces our preferred resource acquisition plan for the next 20 years,
which is referred to as the IRP Preferred Portfolio.”13

The Company’s 2021 IRP modeled several portfolios including a 100% Clean Energy by 2045 portfolio and
a 100% Clean Energy by 2035 portfolio.14 Instead of selecting the portfolio aligned with its publicized
goal of 100% Clean Energy by 2045, the Company rejected the 100% Clean Energy by 2045 portfolio in
favor of its “Preferred Portfolio.”

The Preferred Portfolio emits 7MM metric tons of CO2 more than the rejected 100% Clean Energy by
2045 portfolio and only reduces 2021 emissions 41% by 2040.15 The Company’s rejection of two
Integrated Resource Plans aligned with the Paris Agreement for a 20-year plan that produces significantly
more CO2 is, by definition, not aligned with the 1.5C goal. Moreover, the Preferred Portfolio is dependent
on the construction of a transmission line which seems increasingly unlikely to be implemented on a
timely basis.16

Long-term targets
The Company’s Emissions Reduction Report says that “[i]n March 2019, Idaho Power adopted a goal to
achieve 100% Clean Energy by 2045.”17

SBTi’s website states that “In 2018, the Intergovernmental Panel on Climate Change (IPCC) warned
that global warming must not exceed 1.5°C above pre-industrial temperatures to avoid the
catastrophic impacts of climate change. To achieve this, greenhouse gas (GHG) emissions must halve
by 2030 – and drop to net zero by 2050.”18 SBTi’s “Setting 1.5C-Aligned Science-Based Targets: Quick
Start Guide for Electric Utilities” adapts this guidance to the Power Sector and determined that, “because

12 https://docs.idahopower.com/pdfs/AboutUs/EnergySources/emissions-reduction-report.pdf p. 3
13 https://docs.idahopower.com/pdfs/AboutUs/EnergySources/emissions-reduction-report.pdf p. 1
14 https://docs.idahopower.com/pdfs/AboutUs/PlanningforFuture/irp/2021/2021%20IRP_WEB.pdf pp. 159 - 163.
15 https://docs.idahopower.com/pdfs/AboutUs/PlanningforFuture/irp/2021/2021_IRP_AppC_Technical%20Report_WEB.pdf p.
89
16 The Preferred Portfolio is dependent on the construction of a 2,050MW transmission line coming online by summer of 2026.
Although not mentioned in the Emissions Report, the 2021 IRP notes that this transmission line (Boardman to Hemmingway) has
been held up in the courts (2021 IRP p. 89), permits and partner construction agreements are still in negotiation, and certificates
of public convenience and necessity have yet to be filed with state commissioners (2021 IRP. P. 167).⁠

If it is not operational, the Company will not be able to retire and convert coal plants as disclosed in its Preferred Portfolio.
https://docs.idahopower.com/pdfs/AboutUs/EnergySources/emissions-reduction-report.pdf p.2.

If it is operational, the transmission line will add market purchases (whose emissions are not disclosed) to the Company’s
delivered electricity increasing its emissions above the current disclosure.
17 https://docs.idahopower.com/pdfs/AboutUs/EnergySources/emissions-reduction-report.pdf p. 1
18 https://sciencebasedtargets.org/about-us

Office of Chief Counsel
February 15, 2022
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the path to 1.5°C is not linear, companies that apply the Power Generation SDA [Sectoral Decarbonization
Approach] pathway need to reduce emissions most rapidly over the next decade relative to historic
emissions intensity levels.”19 It further states that “[t]he deep decarbonization of the power sector is a
robust outcome of all modeled scenarios that limit warming to 1.5°C in the IPCC’s Special Report on 1.5°C.
Sector emissions are reduced by 70%-92% between 2020 and 2035, approaching zero by around 2040-
2045.”20

IDACORP’s Emissions Reduction Report shows the company predicts that in 2040 it will have reduced
2021 emissions by 41% and still be releasing 59% of the CO2 it released in 2021.21 This is far from the
“approaching zero” emissions recommended by SBTi for the Power Sector.

The Company does not disclose projections beyond 2040, so there is no disclosure of how the Company
plans to eliminate 59% of current emissions in 5 years in order to achieve its goal of 100% Clean Energy
by 2045.

After reviewing the Emissions Reduction Report and the Preferred Portfolio selected by the company in
its 2021 IRP, it is clear that the actions taken by the company, its projections, and projected resource
acquisitions are not aligned with achieving its widely publicized long-term goal.

Target summary
The essential purpose of establishing short, medium and long-term goals is to demonstrate that the
company is on a path to alignment with the Paris Agreement. Yet, reviewing the interim goals against
global benchmarks, there is no evidence whatsoever supporting the idea that the Company’s targets or
activities are in alignment with a 1.5-degree scenario. Therefore, the Company cannot have substantially
implemented a Proposal that requests disclosure of and progress towards those specific targets.

Science based targets compared to IDACORP’s goals
Short-term Medium-term Long-term Full scope of
operational and
product related
emissions.
SBTi 85% CO2 intensity
reduction needed by
2030; 77% CO2 absolute
reduction by 2030;
Based on 2015 (or later)
baseline.
“[a]t a minimum,
SBTi power sector
pathways aligned
with 1.5°C approach
zero emissions
around 2040.”
99% absolute emissions
reduction by 2050
“contain verifiable
scopes 1, 2, and 3
emissions”22

IDACORP Will reduce 35% CO2
intensity by 2025
(based on 2005
baseline);
No CO2 absolute
emissions target
No set intensity or
absolute emission
targets. Preferred
Portfolio projections
estimates it will have
reduced 41% of 2021
Target of 100% Clean
Energy by 2045.
Based on published
emissions projections,
achieving this will
require reduction of 59%
Emissions disclosure
does not include market
purchases and sales, or
fugitive methane
emissions.

19 https://sciencebasedtargets.org/resources/legacy/2020/06/SBTi-Power-Sector-15C-guide-FINAL.pdf p. 11
20 https://sciencebasedtargets.org/resources/legacy/2020/06/SBTi-Power-Sector-15C-guide-FINAL.pdf p. 6
21 https://docs.idahopower.com/pdfs/AboutUs/EnergySources/emissions-reduction-report.pdf p. 3
22 US EPA guidance on scopes 1, 2, and 3 emissions: https://www.epa.gov/climateleadership/scope-1-and-scope-2-inventory-
guidance and https://www.epa.gov/climateleadership/scope-3-inventory-guidance
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February 15, 2022
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absolute emissions
by 2040
of 2021 absolute
emissions between
2040-2045 and no plan
has been disclosed.

b) The Company’s disclosures do not include the full scope of operational and product emissions and
therefore the Proposal cannot be said to be Substantially Implemented under Rule 14a-8(i)(10).

The Company’s own report confirms that it does not provide one of the key requests of the Proposal.
The Emissions Reduction Report contains a table with projected carbon emissions and carbon intensity
from 2021 through 2040. Under the table it says “IPC Resource Total includes hydro, coal, gas, PURPA,
solar, wind, storage, demand response and energy efficiency (the selected bundles, not the EE forecast).
It does not include market purchases or sales.”23

Market purchases and sales can represent a significant amount of GHG emissions that are not being
accounted for. For example, in 2016, market purchases accounted for 26% of IDACORP’s total power
supply which would have had a significant impact on its actual GHG emissions.24 This number fluctuates,
but the Emissions Reduction Report also indicates that IDACORP will increase the amount of power it
expects to purchase from 3% in 2021 to 9% in 2035 to 15% in 2040.25

In addition, the 2020 ESG Report shows that the company does not track or report on fugitive methane
emissions from its natural gas operations (11.9% of owned generation).26 Methane is the second most
potent GHG and has a global warming potential more than 80 times the warming power of CO2 over the
first 20 years and 28-36 times higher than CO2.27

Not including market purchases and sales or fugitive methane emissions significantly reduces the
Company’s reported and projected amount of actual GHG emissions, and precludes an interpretation that
the Company’s current activities are aligned with the global goals.

Since, the emissions projections disclosed by the company do not cover its full operational and product
emissions as requested in the Proposal, the Proposal is not substantially implemented.

c) The Company’s statement on its net zero goals surpassing the Paris Agreement goal appears to be
misleading to investors.

The Company’s Emissions Report states that “Idaho Power believes its short-term, medium-term and
long-term CO2 emissions reduction targets described above are aligned with the Paris Agreement goal of
cutting CO2 emissions to net zero by 2050 to limit global temperature rise to 1.5 degrees Celsius. Our

23 https://docs.idahopower.com/pdfs/AboutUs/EnergySources/emissions-reduction-report.pdf p. 3
24 https://content.edgar-online.com/ExternalLink/EDGAR/0001057877-17-
000035.html?hash=f64db644baed8fe4f6c092a57649900696c9380b2e03e99f996e262a8353e2cc&dest=IDA123116EX_1042_HT
M#IDA123116EX_1042_HTM pp 11 & 12
25 https://docs.idahopower.com/pdfs/AboutUs/EnergySources/emissions-reduction-report.pdf p. 3
26 https://s26.q4cdn.com/720254477/files/doc_downloads/sustainability/2020_ESGReport_05-21.pdf p. 8 and p. 43
27 https://www.unep.org/news-and-stories/story/methane-emissions-are-driving-climate-change-heres-how-reduce-them and
https://www.epa.gov/ghgemissions/understanding-global-warming-potentials
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February 15, 2022
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long-term 2045 Clean Energy goal is more aggressive than the Paris Agreement goal of reducing CO2
emissions to net zero by 2050.”28

As previously noted, SBTi states that electric utilities must reduce their absolute carbon emissions by 77%
by 2030 and 99% by 2050.29 IDACORP projects to reduce its absolute emissions by 41% by 2040 with no
disclosure of a plan to reduce absolute emissions beyond that. Thus, their comments on being ahead of
the curve and superior to the benchmarks of the Paris Agreement are unsubstantiated and could be
misleading to investors.

To the extent that the Company would assert to investors that its existing disclosures fulfill the Proposal,
they would be misleading. In order for a proposal to be substantially implemented by a company's
actions, there is an underlying assumption that the information provided to investors should be materially
complete and non-misleading.30 In this instance, any assertion that the company’s targets are in
fulfillment of the Proposal and in alignment with the external benchmarks would be misleading, given the
various impediments that make the company’s interim targets both implausible and misaligned with its
long-term 100% clean energy goal.

d) The Company misrepresents its failure to meet the Proposal’s request as a simple difference in business
judgment.

The Company has taken the usual step of digressing from the substance of the Proposal to try to portray
this as a simple 'business judgment' disagreement between the Company and the Proponent, Ms. Kiki
Tidwell. The Company further misrepresents the dialogue with the Proponent, inexplicably listing the
Proponent’s numerous efforts to obtain the information requested in the Proposal, and then interpreting
that as the Proponent not engaging with the Company, and blaming the Proponent for not withdrawing
the Proposal when the Company failed to provide sufficient information.

This is not a simple business strategy disagreement between the Company and Proponent, the Proposal
clearly reflects larger investor and societal concerns about the company's multi-year failure to adequately
address climate concerns.

Investor concern
In 2009, a shareholder proposal filed by the proponent, Ms. Tidwell, asked the company to “adopt
quantitative goals, based on current technologies, for reducing total greenhouse gas emissions from the
Company’s products and operations.” The proposal received 51% of the vote and was the first climate
proposal to ever garner a majority vote.31 There were few climate-related majority votes over the next
several years which shows how unique the 2009 vote was and how, even 13 years ago, shareholders had

28 https://docs.idahopower.com/pdfs/AboutUs/EnergySources/emissions-reduction-report.pdf p. 4
29 https://sciencebasedtargets.org/resources/files/SBTi-Net-Zero-Standard-Corporate-Manual-Criteria-V1.0.pdf p. 17
30 See The Coca-Cola Co. (Feb. 21, 2019). In particular, it should not raise significant issues under Rule 14a-9, the prohibition
against false or misleading statements and omissions in conjunction with the publication of the proxy statement.
§ 240.14a-9 False or misleading statements.
No solicitation subject to this regulation shall be made by means of any proxy statement, form of proxy, notice of meeting or
other communication, written or oral, containing any statement which, at the time and in the light of the circumstances under
which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in
order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication
with respect to the solicitation of a proxy for the same meeting or subject matter which has become false or misleading
31 https://www.pionline.com/article/20090821/ONLINE/908219989/climate-proposal-gets-first-favorable-majority-vote
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February 15, 2022
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major concerns about the Company’s climate policies. In 2021, there were at least 13 majority votes on
climate-related resolutions highlighting the growing concern that shareholders have on this issue and
investor demand for accurate information on corporate climate policies.32

Public concern
The Sierra Club is the nation’s largest environmental organization. Its 2021 report “The Dirty Secret about
Utility Climate Pledges” graded 50 companies on their plans to 1) retire coal, 2) stop building new gas
plants, and 3) build clean energy in this next crucial decade. Based on these criteria Idaho Power earned
an “F” grade. 33

A January 2022 article about IDACORP’s Net Zero plan noted: old “Lisa Young, Director of the Idaho
Chapter of the Sierra Club, said despite her organization’s backing of Idaho Power’s moves so far, she
noted the company’s twenty-year plan for energy generation from 2018 “wasn’t anywhere close” to
meeting the 2045 goal,” and “Idaho Power has said this commitment doesn’t include market sources, it
just includes energy from its own power plants and Idaho Power plans to continue relying on the market
… That means Idaho Power could continue delivering electricity from dirty electricity sources they are not
taking accountability for.”34

Staff precedents demonstrate that the proposal is not substantially implemented

Staff decisions confirm that when it comes to climate change proposals which contain guidelines requesting
reporting geared to a specific set of concerns such as the development of targets aligned with external
benchmarks, a failure to address the guidelines of the Proposal are a basis for rejecting a substantial
implementation claim.

The Company’s attempt to treat the Proposal as substantially implemented is similar to Dominion
Resources, (February 11, 2014) where the Staff held that the proposal was not excludable under Rule 14a-
8(i)(10). The proposal requested the Board of Directors to “adopt quantifiable goals, taking into account
International Panel on Climate Change guidance, for reducing total greenhouse-gas emissions” and to issue
a report. Dominion argued that it had substantially implemented the proposal because it had adopted an
“integrated strategy” regarding greenhouse gas (GHG) emissions and had goals set for renewable energy
targets across its energy portfolio. Further, it had adopted a range of measures that would have the effect
of decreasing its emissions, including converting coal plants to biomass, retiring others, and installing solar
energy and fuel cell facilities. Dominion argued that it had substantially implemented the proposal based
on their existing reporting and plans, and efforts to reduce carbon intensity. It was noted by the proponent
that the renewable power standards the company planned to meet could allow total GHG emission to rise.
As in the present case, the net effect was not alignment with the international guidance or the guidelines
and purpose of the proposal. The SEC held that the proposal had not been substantially implemented,
noting that the proposal requested “that the board adopt quantitative goals, taking into account
International Panel on Climate Change guidance, for reducing total greenhouse-gas emissions from the
company’s products and operations and report on its plans to achieve these goals.”

32 https://corpgov.law.harvard.edu/2021/08/11/2021-proxy-season-review-shareholder-proposals-on-environmental-matters/
Note: two additional 2021 climate-related majority votes occurred at after publication of this study.
33 https://coal.sierraclub.org/the-problem/dirty-truth-greenwashing-utilities
34 https://boisedev.com/news/2022/01/31/idaho-power-renewable-plan/
Office of Chief Counsel
February 15, 2022
Page 10 of 11

Similarly, in Alpha Natural Resources, Inc. (March 19, 2013) the proposal requested that the company
prepare a report on the company's goals and plans to address global concerns regarding fossil fuels and
their contribution to climate change, including analysis of long- and short-term financial and operational
risks to the company and society. The Staff did not find substantial implementation where the company
had failed to disclose any analysis of long- and short-term financial and operational risks to the company
and society. See also, Dominion Resources, Inc. (February 17, 2017 - two decisions), The Middleby
Corporation (February 07, 2017), The AES Corporation (January 11, 2017), Exxon Mobil Corporation
(March 22, 2016 - two decisions), Chevron Corporation (March 11, 2016), Hess Corporation (February 29,
2016), Lowe’s Companies, Inc. (March 10, 2017).

A company can do extensive reporting on an issue and still not be considered to have substantially
implemented a proposal seeking a report within the same issue area. For instance, in Chesapeake
Company (April 13, 2010) the company asserted that its extensive web publications constituted
substantial implementation of the proposal on natural gas extraction. The Staff concluded that despite a
volume of writing by the company on hydraulic fracturing, the matter was not substantially implemented
given the guidelines of the proposal. Numerous other company attempts to exclude proposals under
Rule 14a-8(i)(10) have failed where the company has provided public disclosure of some, but not all, of
the elements of reporting requested. See for instance Marathon Oil Corporation (January 22, 2013); Nike,
Inc. (July 5, 2012) (requesting reports on lobbying or political contributions and expenditures); Southern
Company (March 16, 2011) (proposal requesting a report on the company’s efforts, above and beyond
current compliance, to reduce environmental and health hazards associated with coal combustion waste
was not substantially implemented by existing report on coal combustion byproducts or other disclosures
associated with the impacts of coal where reports did not provide the specific information requested in
the proposal); 3M Company (March 2, 2005) (proposal seeking actions relating to eleven principles on
human and labor rights in China was not substantially implemented despite the fact that the company
had its own set of comprehensive policies and guidelines on these issues); ConocoPhillips (January 31,
2011) (the proposal’s objective that the company prepare a report on public safety, including “the
Board’s oversight of” a variety of related issues, was not substantially implemented where company had
taken a significant number of steps to reduce the risk of accidents and reported to stockholders and the
public, but only made passing reference to the Board’s role).

CONCLUSION

The Company has not met its burden that the Proposal is excludable under Rule 14a-8(i)(10). Therefore,
we request that the Staff inform the Company that the SEC proxy rules require denial of the Company’s
no-action request. Please call me at [phone] with respect to any questions in connection with this
matter, or if the Staff wishes any further information.

Sincerely,

Sanford Lewis

cc: Patrick A. Harrington.

IDACORP – 2022: Report on Climate Transition Plan
IDACORP operates Idaho Power, a public utility which provides electrical power to Idaho and Oregon, which are
particularly vulnerable to and actively experiencing climate change with an increase in wildfires, heat extremes,
prolonged droughts, and reduced water supply for hydropower operations.

IDACORP has a goal of 100 percent renewable generation by 2045, however it has not identified tangible interim
goals in order to be able to achieve that goal.
Rather than adopting a clear path to greenhouse gas (GHG) reduction, IDACORP instead has proposed extending
the use of coal fired power plants by converting them to natural gas operations in its 2021 Integrated Resourcing
Planning Process. 1
The inclusion of natural gas as a clean future instead of a decarbonization plan is concerning because according to
IDACORP S CDP diclore he compan Scrrenl do e no hae an echnologie or procee in place o
directly reduce methane emision from or hermal operaion IDACORP S Noember SPreferred
Porfolio indicae an addiion of naral ga generaion in and no alternative mitigations for water
availability risk past 2034.
Although IDACORP exceeded its goal to reduce carbon intensity 20 percent by 2025, it s now trending upwards as
intensity increased from 2018 - 2020. IDACORP attributes the 18 percent increase in 2020 to lower water
availability for hydro generation and population increase Ye IDACORP S GHG emiion hae increaed from
2019 - 2020, underscoring the need for short, medium and long term absolute GHG emission targets.
IDACORP has not set short, medium, or long term absolute GHG reduction targets for its Scope 1 and Scope 2
emissions, nor a Science Based Target for a Net Zero future. IDACORP lags its peers, including PacifiCorp which
committed to reduce GHG emissions 74 percent from 2005 levels by 2030.
IDACORP notes in its 2021 10-K that the cost to comply with potential further climate change regulation could be
significant and it could face increased climate related litigation and reduce its access to capital markets with
favorable terms.
In he Financial Sabili Board Tak Force on Climae related Financial Disclosures recommended that
companies adopt targets to manage climate risks and disclose strategies. 76 percent of Fortune 100 companies set
climate or energy related commitment and 17 percent have set Science Based Targets. In many cases, these goals
are also linked to executive compensation.
BE IT RESOLVED: Shareholders request that IDACORP issue a report within a year, and annually thereafter, at
reasonable expense and excluding confidential information, disclosing short, medium, and long term greenhouse
ga arge aligned ih he Pari Agreemen goal of mainaining global emperare rie a .5 degrees Celsius,
and progre made in achieing hem Thi reporing hold coer IDACORP S fll cope of operaional and prodc
related emissions.
SUPPORTING STATEMENT: Proponents suggest, at Company discretion, the report describe:
IDACORP S climae raniion plan for achieing i GHG redcion goal oer ime inclding aligned
capital allocation where relevant;
A raionale for an deciion no o e arge aligned ih he Pari Agreemen degree goal.

1 https://docs.idahopower.com/pdfs/AboutUs/PlanningForFuture/irp/2021/2021_Preliminary_Preferred_Portfolio.pdf

1

March 9, 2022
Via electronic mail

Office of Chief Counsel
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re: Shareholder Proposal to IDACORP Regarding climate transition plan on Behalf of Leslie “Kiki” Tidwell

Ladies and Gentlemen:

Leslie “Kiki” Tidwell (the “Proponent”) is beneficial owner of common stock of IDACORP (the “Company”)
and has submitted a shareholder proposal (the “Proposal”) to the Company. The proponent previously
responded to the Company’s initial no action request on February 15, 2022 in a letter from Attorney
Sanford Lewis. I have been asked by the Proponent to respond to the supplemental letter dated February
28, 2022 ("Supplemental Letter") sent to the Securities and Exchange Commission by Patrick A.
Harrington. A copy of this response letter is being emailed concurrently to Mr. Harrington.

Since our response to IDACORP’s no action letter of 14 January 2022, the Intergovernmental Panel on
Climate Change (IPCC) released its Assessment Report: Climate Change 2022 Impacts, Adaptation and
Vulnerability.1 The report, produced by more than 1,000 physical and social scientists and unanimously
approved by the governments of 195 nations,2 found that “[i]t is clear now that minor, marginal, reactive
or incremental changes won’t be sufficient”3 to hold global temperature rise to 1.5 degrees Celsius.

Hans-Otto Pörtner, a co-chair of the IPCC working group that authored the assessment said: “[a]ny
further delay in concerted global action will miss a brief and rapidly closing window to secure a livable
future.”4

Numerous respected nonpartisan organizations have calculated the emissions reductions necessary in
the near term in order to keep global temperature rise below 1.5 degrees Celsius including the
International Energy Association (60% reduction by 2030) and Science Based Target Initiative (77% by
2030); and United Nations Environment Program (7.6% per year from 2020 - 2030).”5

In the original and Updated Emissions Reduction Report, IDACORP reduces absolute emissions by 40% by
2040 with annual emissions declining at 5% per year through 2030 - a number that will be significantly
less if the company is unable to convert 2 coal units to natural gas in 2024.

1 https://www.ipcc.ch/report/ar6/wg2/
2 https://www.theguardian.com/environment/2022/feb/28/what-at-stake-climate-crisis-report-everything
3 https://www.ipcc.ch/report/ar6/wg2/about/frequently-asked-questions/keyfaq1
4 https://www.theguardian.com/environment/2022/feb/28/ipcc-issues-bleakest-warning-yet-impacts-climate-breakdown
5 https://iea.blob.core.windows.net/assets/deebef5d-0c34-4539-9d0c-10b13d840027/NetZeroby2050-
ARoadmapfortheGlobalEnergySector_CORR.pdf p. 54. https://sciencebasedtargets.org/resources/files/SBTi-Net-Zero-Standard-
Corporate-Manual-Criteria-V1.0.pdf p. 17 https://www.unep.org/resources/emissions-gap-report-2019 p. 26.

2
IDACORP’s updated emissions reduction estimates are
• 34% less than United Nations Environment Program;
• 25% less than International Energy Association; and
• 42% less than SBTi calculate is necessary in the near term to be in line with the Paris Accord’s
goals of maintaining global temperature rise to 1.5 degrees Celsius.

Therefore, the company’s plan misses the “brief and rapidly closing window” and is - according to
consensus among the world’s top climate scientists - not aligned with the Paris Accord’s goal of
maintaining global temperature rise at 1.5 degrees Celsius.

Beyond missing the critical near-term targets to be in line with the Paris Accord, IDACORP’s claim in its
letter of 28 February 2022 that its “long-term 2045 Clean Energy Goal is more aggressive than the Paris
Agreement goal of reducing CO2 emissions to net zero by 2050” because net zero allows “the utility to
continue to emit carbon from its own generation, as long as it offsets those emissions through other
carbon reducing measures such as planting trees” is misleading to investors.

International Energy Agency, Science Based Targets, and Climate Action 100+ are in consensus that, to
reach net zero, companies must reduce emissions from operations towards zero and not use offsets in
lieu of emissions reduction.6 IDACORP’s Emissions Reduction Report shows the company only reduces
absolute emissions by 40% in 2040 - far from the 90+% reduction required before offsets can be utilized
in a net zero scenario.7

The IEA makes it clear that net zero cannot be put off to the future but instead requires significant near-
term investment in existing renewable energy technologies: “[n]et zero by 2050 hinges on an
unprecedented clean technology push to 2030.”8

We do not see this net zero-aligned commitment in IDACORP’s Updated Emissions Reduction Report or
the Integrated Resource Plan (IRP).

6 SBTi does not count offsets as emissions reductions for net zero (https://sciencebasedtargets.org/resources/files/SBTi-Net-
Zero-Standard-Corporate-Manual-Criteria-V1.0.pdf p. 18). They require 90-95% emissions reductions and consider offsets for
residual emissions https://sciencebasedtargets.org/blog/science-based-net-zero-targets-less-net-more-zero IEA recognizes
offsets and carbon removal once emissions are significantly reduced. “Global energy‐related and industrial process CO2
emissions in the NZE fall to around 21 Gt CO2 in 2030 and to net‐zero in 2050 … CO2 emissions in advanced economies as a
whole fall to net zero by around 2045 and these countries collectively remove around 0.2 Gt CO2 from the atmosphere in 2050.
Emissions in several individual emerging market and developing economies also fall to net zero well before 2050, but in
aggregate there are around 0.2 Gt CO2 of remaining emissions in this group of countries in 2050. These are offset by CO2
removal in advanced economies to provide net‐zero CO2 emissions at the global level.”
https://iea.blob.core.windows.net/assets/deebef5d-0c34-4539-9d0c-10b13d840027/NetZeroby2050-
ARoadmapfortheGlobalEnergySector_CORR.pdf p. 53. Climate Action 100+ states that “Offsetting or ‘carbon dioxide removal’
should not be used by companies operating in sectors where viable decarbonization technologies exist. For example, offsetting
would not be considered credible if used to offset emissions for a coal-fired power plant because viable alternatives exist to coal-
fired power plants.” https://www.climateaction100.org/wp-content/uploads/2021/03/Climate-Action-100-Benchmark-
Indicators-FINAL-3.12.pdf
7 https://sciencebasedtargets.org/blog/science-based-net-zero-targets-less-net-more-zero
8 https://iea.blob.core.windows.net/assets/deebef5d-0c34-4539-9d0c-10b13d840027/NetZeroby2050-
ARoadmapfortheGlobalEnergySector_CORR.pdf

3
The Proposal has not been substantially implemented

The Company’s opposition statement mentions several times that it believes its emission reduction
targets align with the goals of the Paris Agreement. Yet, as shown above, the emissions estimates
IDACORP disclosed significantly miss the targets calculated by organizations representing the best climate
scientists in the world.

The Proponent appreciates that the Company added market purchases to its disclosure. The Company’s
website shows that its market purchases comprise 17% of its 2021 energy sources and natural gas 15.5%
– equaling nearly 1/3 of its energy sources.9 In order to meet the request of the resolution a report on
“IDACORP’S full scope of operational and product related emissions,” fugitive methane emissions would
also be disclosed. Natural gas is 15.5% of IDACORP’s owned-generation and, thus, fugitive emissions from
this fuel source should be reported.
The disclosure therefore does not substantially implement the Proponent’s request, as “[T]his reporting
“should cover IDACORP’S full scope of operational and product related emissions.”

In addition
1) In response to the Company’s statement that “The Proponent’s insistence on the Company’s selection
of a different power generation portfolio under its 2021 Integrated Resource Plan …” To be clear, the
Proponent does not insist on a different plan, nor is the Proponent arguing for or against the merits of the
IRP process. The Proponent asks how the Company how is aligned with the Paris goal of 1.5C, and points
out that the IRP plan it is following is not aligned with that goal.

Specifically, the Proponent is concerned that the company is not following a portfolio that matches its
widely publicized 100% Clean Energy by 2045 climate commitments. If the company markets that its
portfolio will be 100% clean energy by 2045 and follows a portfolio that only reduces emissions by 40% by
2040 with no path for the years 2040 - 2045 - then the company’s 100% Clean Energy by 2045 which is all
over its websites and investor documents is not only not aligned with the Paris Accord but also misleading
to investors.

2) The Company states that “The Proponent Letter attempts to conflate the actions taken by the
Company here with those in Dominion Resources…” This is a misunderstanding of why Dominion was
mentioned. It was not mentioned to compare if IDACORP is farther along, but that Dominion had not
“adopt[ed] quantifiable goals, taking into account International Panel on Climate Change guidance, for
reducing total greenhouse-gas emissions” [emphasis added]. As IDACORP’s targets are - also - not aligned
with IPCC guidance on maintaining global temperature rise under 1.5 degrees in order to be in line with
the Paris Agreement, moving this resolution is also subject to the SEC position that the proposal had not
been substantially implemented.

As we wrote in our reply citing Chesapeake Company (April 13 2010), Southern Company (March 16,
2011), 3M Company (March 2, 2005), and ConocoPhillips (January 31, 2011) “A company can do extensive
reporting on an issue and still not be considered to have substantially implemented a proposal seeking a
report within the same issue area.”

9 https://www.idahopower.com/energy-environment/energy/energy-sources/

4
CONCLUSION

The Proponent stands by the February 15 letter, supplemented with the information above. Based on the
foregoing, we believe it is clear that the Company has provided no basis for the conclusion that the
Proposal is excludable from the 2022 proxy statement pursuant to Rule 14a-8. As such, we respectfully
request that the Staff inform the company that it is denying the no action letter request.

Sincerely,

Michael Passoff
CEO
Proxy Impact