8-K
PINNACLE WEST CAPITAL CORP (PNW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
| Date of report (Date of earliest event reported): | May 21, 2025 | | --- | --- || Commission File<br>Number | Exact Name of Each Registrant as specified in its<br>charter; State of Incorporation; Address; and<br>Telephone Number | | | IRS Employer<br>Identification No. | | --- | --- | --- | --- | --- | | 1-8962 | PINNACLE WEST CAPITAL CORPORATION | | | 86-0512431 | | | (an Arizona corporation) | | | | | | 400 North Fifth Street, P.O. Box 53999 | | | | | | Phoenix | Arizona | 85072-3999 | | | | (602) | 250-1000 | | |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | PNW | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
| Emerging growth company | ☐ |
|---|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 21, 2025, at the Annual Meeting of Shareholders (the “Annual Meeting”) of Pinnacle West Capital Corporation (the “Company”) the shareholders voted on five proposals. The final voting results are as follows:
Proposal 1. The shareholders elected the eleven directors nominated for one-year terms that will expire at the 2026 Annual Meeting. The voting results are set forth below:
| FOR | WITHHELD | BROKER NON-VOTE | |
|---|---|---|---|
| Glynis A. Bryan | 89,246,758 | 6,915,076 | 9,572,519 |
| Ronald Butler, Jr. | 95,577,664 | 584,170 | 9,572,519 |
| Gonzalo A. de la Melena, Jr. | 95,642,055 | 519,779 | 9,572,519 |
| Carol S. Eicher | 95,720,856 | 440,978 | 9,572,519 |
| Susan T. Flanagan | 95,742,862 | 418,972 | 9,572,519 |
| Richard P. Fox | 92,066,504 | 4,095,330 | 9,572,519 |
| Theodore N. Geisler | 89,433,422 | 6,728,412 | 9,572,519 |
| Paula J. Sims | 94,060,499 | 2,101,335 | 9,572,519 |
| William H. Spence | 94,699,617 | 1,462,217 | 9,572,519 |
| Kristine L. Svinicki | 95,761,001 | 400,833 | 9,572,519 |
| James E. Trevathan, Jr. | 94,746,354 | 1,415,480 | 9,572,519 |
Proposal 2. The shareholders approved an advisory vote on executive compensation. The voting results are set forth below:
| FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES |
|---|---|---|---|
| 92,569,250 | 3,307,398 | 285,186 | 9,572,519 |
Proposal 3. The shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent accountant for the year ending December 31, 2025. The voting results are set forth below:
| FOR | AGAINST | ABSTENTIONS |
|---|---|---|
| 102,889,641 | 2,628,959 | 215,753 |
Proposal 4. The shareholders approved an amendment to the Company’s Restated Articles of Incorporation, as amended, to increase the number of authorized common stock of the Company. The voting results are set forth below:
| FOR | AGAINST | ABSTENTIONS |
|---|---|---|
| 102,015,773 | 3,408,833 | 309,747 |
Proposal 5. The shareholders rejected a shareholder proposal entitled “Support Special Shareholder Meeting Improvement.” The voting results are set forth below:
| FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES |
|---|---|---|---|
| 2,501,578 | 93,354,983 | 305,273 | 9,572,519 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PINNACLE WEST CAPITAL CORPORATION | |
|---|---|
| (Registrant) | |
| Dated: May 22, 2025 | /s/ Shirley A. Baum |
| Shirley A. Baum | |
| Senior Vice President and General Counsel |