Pinnacle West Capital Corp DEF 14A, filed Apr 3, 2026

Pinnacle West Capital Corp (PNW)

DEF 14A 2026-04-03 For: 2026-05-14

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Added on June 12, 2026

About this DEF 14A

Pinnacle West Capital Corp filed this DEF 14A on April 3, 2026.

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			Preliminary Proxy Statement
			Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
			Definitive Proxy Statement
			Definitive Additional Materials
			Soliciting Material under §240.14a-12


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Glynis A. Bryan	Ronald Butler, Jr.	Gonzalo A. de la Melena, Jr.


Carol S. Eicher	Susan T. Flanagan	Richard P. Fox


Paula J. Sims	William H. Spence	Kristine L. Svinicki


James E. Trevathan, Jr.


			VOTING ITEMS
			1.To elect ten Directors to serve until the 2027 Annual Meeting of Shareholders
			FOR each Director nominee

			2.To hold an advisory vote to approve executive compensation
			FOR

			3.To ratify the appointment of our independent registered public accounting firm for the year ending December 31, 2026
			FOR


Your vote is important. Whether you plan to participate in the Annual Meeting or not, please promptly vote by telephone, the internet, Proxy Card, or Voting Instruction Form. By order of the Board of Directors, Shirley Baum Corporate Secretary April 3, 2026 The Proxy Statement and form of proxy are first being made available to shareholders on or about April 3, 2026.



			May 14, 2026 1:30 p.m. Eastern Daylight Time EXECUTIVE OFFICES ADDRESS: PINNACLE WEST CAPITAL CORPORATION Post Office Box 53999 Phoenix, Arizona 85072-3999


						DATE AND TIME Thursday, May 14, 2026 at 1:30 p.m. Eastern Daylight Time

						LOCATION Online at www.virtualshareholdermeeting.com/PNW

						WHO CAN VOTE All shareholders of record at the close of business on March 12, 2026, are entitled to notice of and to vote at the Annual Meeting

			ADVANCE VOTING METHODS
						INTERNET www.proxyvote.com

						TELEPHONE 1-800-690-6903

						MAIL Mark, sign, date, and mail your Proxy Card or Voting Instruction Form (a postage-paid envelope is provided for mailing in the United States)


			Filed by the Registrant						Filed by a Party other than the Registrant



			A Message to Our Shareholders: On behalf of our Board of Directors, management, and employees, I invite you to participate in our 2026 Annual Meeting of Shareholders. The meeting will be held at 1:30 p.m. (EDT), Thursday, May 14, 2026. Details regarding how to attend the meeting and the business to be conducted are in the accompanying Notice of Annual Meeting and Proxy Statement.



Table of Contents

	A Message from Our Chairman, President and CEO		i

	A Message from Our Independent Directors		iii

	Notice of the 202 6 Annual Meeting of Shareholders		v

	Proxy Statement Summary		1
	Voting Roadmap		1
	Board Highlights		2
	Directors’ Key Skills and Experience		3
	The Value We Create		4
	The Value We Create for Stakeholders		5
	Financial Highlights		6
	Customer Highlights		7
	Employee Highlights		9
	Environmental Stewardship Highlights		11
	Community Highlights		11
	Governance Highlights		13
	Compensation Highlights		14
	Information About Our Board and Corporate Governance		16
	Board Oversight and Engagement		16
	Board and Committee Structure		21
	Board Effectiveness		28
	Director Nomination Process		30
	Director Nominees for the 2026 Annual Meeting		33
		Proposal 1: Election of Directors	33
	Director Nominees		35
	Director Independence		45
	Director Compensation		46
	Executive Compensation		48
		Proposal 2: Advisory Vote on Executive Compensation	48
	Human Resources Committee Report		49
	Compensation Discussion and Analysis (“CD&A”)		50
	Pay for Performance Overview		52
	Executive Compensation Tables		75
	Pay Ratio		96
	Pay Versus Performance		97



Audit Matters		103
	Proposal 3: Ratification of the Appointment of Deloitte & Touch e LLP ("D&T") as the Independent Registered Public Accounting Firm for the Company	103
The Independent Accountant		103
Pre-Approval Policy		104
Audit Fees		104
Report of the Audit Committee		105
Stock Matters		106
Ownership of Pinnacle West Stock		106
Section 16(a) Beneficial Ownership Reporting Compliance		107
Delinquent Section 16(a) Reports		107
General Information		108
Time, Date, and Place		108
Notice of Internet Availability		108
Record Date; Shareholders Entitled to Vote		108
Voting		109
Quorum		109
Vote Required		110
Board Recommendations		110
Delivery of Annual Reports and Proxy Statements to a Shared Address and Obtaining a Copy		111
Shareholder Proposals for the 2026 Annual Meeting		111
Proxy Solicitation		111
Other Matters		112
Related Party Transactions		112
Human Resources Committee Interlocks and Insider Participation		112
Helpful Resources		113


Appendix A : Rules of Conduct for the Pinnacle West Capital Corporation Annual Meeting of Shareholders		114



			Index of Frequently Requested Information
			Audit Fees			104
			Beneficial Ownership Table			106
			Board Evaluations			28
			Board Leadership			21
			CEO Pay Ratio			96
			Clawback Policies			73
			Code of Ethical Conduct			17
			Compensation Consultant			58
			Corporate Governance Guidelines			16
			Director Attendance			27
			Director Independence			45
			Director Biographies			35
			Director Nominee Skills Matrix			34
			Director Tenure			2
			Director Qualifications			30
			Financial Highlights			6
			Human Capital Management			16
			Securities Trading Policy			17
			Lead Independent Director Duties			21
			Management Succession			19
			Named Executive Officers (“NEOs”) for 2025			50
			Pay Versus Performance			97
			Peer Group			60
			Perquisites			72
			Related Party Transactions			112
			Risk Oversight			17
			Stock Ownership Guidelines			72
			Strategic Priorities			17
			Succession Planning			19


Name	Occupation	Age(2)	Director Since	Independent	Committees
Glynis A. Bryan	Former Executive Vice President and Advisor and Former Chief Financial Officer, Insight Enterprises, Inc.	67	2020
Ronald Butler, Jr.	Retired Arizona Managing Partner, Ernst & Young	57	2024
Gonzalo A. de la Melena, Jr.	Founder and Chief Executive Officer, Emerging Airport Ventures, LLC	57	2022
Carol S. Eicher	Former CEO, Innocor, Inc.	68	2024
Susan T. Flanagan	Former President and CEO, GE Energy Financial Services	63	2024
Richard P. Fox	Independent Consultant and former Managing Partner, Ernst & Young	78	2014
Theodore N. Geisler	Chairman of the Board, President and Chief Executive Officer of PNW and APS	47	2024
Paula J. Sims	Lead Independent Director Retired Professor of Practice, University of North Carolina Kenan-Flager Business School, and Former Senior Vice President of Corporate Development and Improvement, Duke/Progress Merger	64	2016
William H. Spence	Former Chairman, President and Chief Executive Officer, PPL Corporation	69	2021
Kristine L. Svinicki	Former Nuclear Regulatory Commission (“NRC”) Chairman	59	2023
James E. Trevathan, Jr.	Former Executive Vice President and Chief Operating Officer, Waste Management, Inc.	73	2018

Committees



			Financial
			Creating long-term value for shareholders is dependent upon having the right strategy to drive operational performance. We recognize the links between strong customer satisfaction, a constructive regulatory environment, and financial health and stability. To support future value creation for shareholders, we are committed to enhancing the customer experience and growing stakeholder relationships. In addition, strong customer growth contributes to our potential to continue to build shareholder value.
			► Page 6


			Customers
			Customers are at the core of what we do every day at APS and we are committed to providing options that make it easier for them to do business with APS. Recognizing that creating customer value is inextricably linked to increasing shareholder value, our focus remains on customers and our goal of achieving an industry-leading customer experience.
			► Page 7


			Employees
			Our 6,500 employees strengthen the Company and APS with their skills, experience, and diverse perspectives. We recognize that the next generation of employees has its own unique career expectations, and we are taking steps to support changing needs and priorities. We also continue to develop new strategies to attract and retain our highly-skilled employees and ensure they remain engaged.
			► Page 9


			Environmental Stewardship
			APS demonstrates commitment to its role as a leader in environmental stewardship by providing reliable energy from environmentally compliant and diverse sources, considering the environmental impact and risk assessment of decisions we make and complying with environmental laws and regulations, going beyond compliance when appropriate. APS's stewardship initiatives also include ensuring adequate water security, waste management, and clean energy.
			► Page 11


			Communities
			In addition to powering Arizona, we empower communities across Arizona through programs and partnerships dedicated to improving the lives of Arizonans. We not only invest in the communities where we do business, we also focus on building meaningful relationships, which help us manage our social, economic, and environmental impact.
			► Page 11


Board Independence •Lead Independent Director role with clearly defined and robust responsibilities •Nine of ten Director nominees are independent and the members of all of the Board committees are independent


Board Oversight •Robust management succession planning •Focused Board oversight of strategy and risk •Thorough CEO performance oversight process Board Performance •Annual Board, committee, and individual Director evaluations and discussions with the Lead Independent Director •Director skills and experience necessary to provide oversight of our strategy and operations •Robust Board refreshment, with Director retirement policy			Shareholder Rights •A group of 15% of our shareholders can call a special meeting (“Shareholder Special Meeting Rights”) •Annual elections of all Directors with cumulative voting •No poison pill plan or similar anti-takeover provision in place •No supermajority provisions in our Articles of Incorporation or Bylaws •Proxy access rights allow up to 20 shareholders owning 3% of our outstanding stock for at least 3 years to nominate up to 25% of the Board



			Given our need for specialized experience, we maintain strong management succession planning practices and are focused on attracting, developing and retaining talent within our Company. Our Board’s focus on attracting, developing, and retaining highly skilled and experienced executives is a core consideration in structuring our executive compensation program.


l						2016 • Paula J. Sims added

l						2018 • Roy A. Herberger, Jr. retired

l						2018 • James E. Trevathan, Jr. added

l						2020 • Glynis A. Bryan added

l						2020 • Michael L. Gallagher retired

l						2021 • William H. Spence added

l						2021 • Humberto S. Lopez retired

l						2022 • Gonzalo A. de la Melena, Jr. added

l						2022 • Denis A. Cortese retired


l						2023 • Kristine L. Svinicki added

l						2023 • Dale E. Klein retired

l						2024 • Kathryn L. Munro retired

l						2024 • Ronald Butler, Jr. added

l						2024 • Carol S. Eicher added

l						2024 • Susan T. Flanagan added

l						May 2025 • Bruce J. Nordstrom retired

l						May 2026 • Richard P. Fox scheduled retirement



			OUR BOARD HAS BEEN REFRESHED Since the adoption of our Director Retirement Policy, nine independent Directors have been added and eight independent Directors will have retired as of May 14, 2026. Our average independent Director tenure will have decreased from 12.3 years in May 2016 to 4.6 years as of May 14, 2026.



1			BOARD EVALUATION Each year the Director completes a comprehensive evaluation of Board and committee performance (“Board Evaluation”), which is either conducted internally or through a third party.


2			ONE-ON-ONE DISCUSSIONS In addition to the comprehensive evaluation, the Lead Independent Director, annually and throughout the year, meets with each director individually to discuss the performance of the Board and to identify potential improvements to the Board and director effectiveness.


3			EVALUATION RESULTS The results of the evaluations and calls are presented to the Corporate Governance and Nominating Committee and to the full Board.


4			FEEDBACK INCORPORATED Based on the evaluation results, changes in practices or procedures are considered and implemented as needed.



			We employ a plurality voting standard with our Director Resignation Policy because we believe a majority voting standard is inconsistent with cumulative voting, which is mandated by the Arizona Constitution.


						Finance and Accounting

						As a publicly traded company subject to the rules of the SEC and the NYSE, and because we operate in a complex and highly regulated financial environment, we require strong financial, accounting and capital allocation skills and experience.


						Business Operations and Strategy

						As a large organization with complex operations, our Board must have a comprehensive combination of skills and experience in business operations and strategy in order to guide the development of our near- and long-term operational and strategic goals, and make sure they are sustainable, which requires knowledge about the Company, our business environment, and our customers’ perspectives.


						Leadership Experience in a Large Organization

						Leadership experience in a large organization, at both the management and director level, provides Directors with the ability to effectively oversee management in setting, implementing, and evaluating the Company’s strategic objectives for long-term financial and operational sustainability, as well as providing invaluable experience in developing, implementing, and maintaining policies and practices for managing an effective workforce


						The Company’s Industry

						Having an understanding of both the utility industry and the nuclear industry is important to understanding the challenges we face as we develop and implement our business strategy.


						Public Policy and Regulatory Compliance

						Operating in the heavily regulated utility industry, we are directly affected by public policy and the actions of various federal, state, and local governmental agencies.


						Risk Oversight and Risk Management

						Operations in our industry require the development of policies and procedures that allow for the oversight and effective management of risk.



High Standards			We look for individuals who set high standards and expectations for themselves and others and who demonstrate a commitment to accomplishing those standards and expectations.


Informed Judgment			Directors should be thoughtful in their deliberations. We look for individuals who demonstrate intelligence, wisdom, and thoughtfulness in decision-making. Their decision-making process should include a willingness to thoroughly discuss issues, ask questions, express reservations, and voice dissent.


Integrity and Accountability			Directors should act with integrity. We look for individuals who have integrity and strength of character in their personal and professional dealings. Our Directors should be prepared to be, and are, held accountable for their decisions.


Time and Effort			Directors need time to properly discharge their responsibilities as Directors, including reviewing written materials provided in advance of Board or committee meetings and attending and participating in those meetings. We look for individuals who are willing and able to commit this time to the Board. We also look for Directors who are willing to make themselves accessible to management upon request.


Other Commitments			We look for individuals who will monitor their other commitments to ensure that these other commitments do not impact their service to our Company. Our Directors may not serve on more than three other boards of public companies in addition to the Pinnacle West Board without the prior approval of the Corporate Governance and Nominating Committee. Our Directors also may not serve as a member of the Audit Committee if he or she serves on the audit committees of more than three public companies (including the Company) unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Company’s Audit Committee.



Board Size			The Corporate Governance and Nominating Committee regularly assesses the appropriate size of the Board, including whether any vacancies on the Board are expected due to retirement or otherwise.


Board Knowledge, Skills, Expertise and Diversity			The Corporate Governance and Nominating Committee considers whether the Board reflects the appropriate balance of knowledge, skills, expertise and diversity required for the Board as a whole. If the Corporate Governance and Nominating Committee determines there are any gaps in the Board’s overall composition, it will focus its candidate search and recruiting efforts to address those gaps. The Board believes that diversity, utilizing a broad meaning, that specifically includes race, gender, background, ethnicity, accomplishments, and other traits, is part of the consideration when selecting candidates. The diversity composition of our Board is publicly disclosed on the Company’s website (https://www.pinnaclewest.com).


Sourcing Candidates			Candidates may be considered at any point during the year and brought to the attention of the Corporate Governance and Nominating Committee through current Board members, members of management, professional search firms, or shareholders. In 2023 and 2024, the Corporate Governance and Nominating Committee engaged a professional search firm to assist in identifying candidates. The Corporate Governance and Nominating Committee evaluates all nominees against the same criteria.


Table of Contents			Director Nominees for the 2025 Annual Meeting


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(2)	Total ($)
Glynis A. Bryan	133,920	162,431	7,934	304,285
Ronald Butler, Jr.	133,920	162,431	0	296,351
Carol S. Eicher	121,667	162,431	0	284,098
Susan T. Flanagan	121,667	162,431	1,133	285,231
Richard P. Fox	129,467	162,431	25,409	317,307
Theodore N. Geisler(3)	0	0	0	0
Jeffrey B. Guldner(3)	0	0	0	0
Gonzalo A. de la Melena, Jr.	121,667	162,431	6,289	290,387
Bruce J. Nordstrom(4)	53,190	0	93,078	146,268
Paula J. Sims	171,667	162,431	804	334,902
William H. Spence	141,667	162,431	0	304,098
Kristine L. Svinicki	121,667	162,431	0	284,098
James E. Trevathan, Jr.	141,667	162,431	17,990	322,088


Compensation Component			Amount ($)
Annual Retainer(1)			125,000
Audit Committee, Corporate Governance and Nominating Committee, Human Resources Committee, Finance Committee, and Nuclear and Operating Committee Chairs Annual Retainers			20,000
Lead Independent Director Annual Retainer			30,000
Annual Equity Grant(2)			Shares with a value of approximately $165,000 on the grant date



									The Board of Directors unanimously recommends a vote FOR the approval, on an advisory basis, of the Company’s executive compensation.



			RESOLVED, that the compensation paid to the Company’s NEOs as disclosed in this Proxy Statement in the CD&A, the compensation tables, and the narrative discussion, is hereby approved, on an advisory basis.



			Table of Contents

			Compensation Discussion and Analysis			50

			Executive Compensation Tables			75

			Summary Compensation Table			75

			Grants of Plan-Based Awards			77

			Outstanding Equity Awards at Fiscal Year-End			79

			Option Exercises and Stock Vested			84

			Pension Benefits			85

			Nonqualified Deferred Compensation			89

			Potential Payments upon Termination or Change of Control			91



			THEODORE N. GEISLER


			Chairman of the Board, President and Chief Executive Officer of Pinnacle West and APS Effective April 1, 2025, Ted Geisler became the Chairman of the Board, President and Chief Executive Officer of Pinnacle West and APS. Ted began his career at APS in 2001 in generation and has served in a variety of operations and corporate resource roles throughout the Company, including as Chief Information Officer, Chief Financial Officer, and most recently, President. He serves on the board of directors for the Nuclear Energy Institute and Edison Electrical Institute. An Arizona native, Ted is committed to the community and is currently Chairman of the Board of the Arizona Chamber of Commerce. He is also on the Board of Greater Phoenix Economic Council and Greater Phoenix Leadership. He sits on the W.P. Carey Dean's Council at Arizona State University and is the 56th Fighter Wing Command Honorary Commander at Luke Air Force Base.