DEFA14A 1 pnw3986631-defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant |

CHECK THE APPROPRIATE BOX:
☐ |  | 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

Pinnacle West Capital Corporation

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑ |  | No fee required
☐ |  | Fee paid previously with preliminary materials
☐ |  | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

PINNACLE WEST ANNUAL SHAREHOLDER MEETING AND VOTING SUMMARY

The Company's 2022 Annual Meeting of Shareholders ("Annual Meeting") will be held at 1:30 p.m. Eastern Daylight Time (10:30 a.m., Arizona time), on Wednesday, May 18, 2022. The Annual Meeting will not be held at a physical location, but instead will be held virtually, where shareholders will participate by accessing a website using the internet. The Annual Meeting can be accessed at www.virtualshareholdermeeting.com/PNW. All shareholders of record at the close of business on March 10, 2022, are entitled to notice of and to vote at the Annual Meeting. To participate in the Annual Meeting, you will need the 16-digit control number included on the proxy card, the Internet Notice or the voting instruction form. You also will be able to vote your shares electronically during the Annual Meeting (other than shares held through our 401(k) Plan, which must be voted prior to the meeting).

Voting Instructions:
By Internet Before the Meeting at www.proxyvote.com
Use the internet to transmit your voting instructions and for electronic delivery of information up until the cut-off date specified below. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

By Internet During the Meeting at www.virtualshareholdermeeting.com/PNW
Have the information that is printed in the box marked by the arrow available and follow the instructions. Shares held in the Pinnacle West 401(k) Plan cannot be voted during the Annual Meeting.

By Phone Before the Meeting 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until the cut-off date specified below. Have your proxy card in hand when you call and then follow the instructions.

For shares held in the Pinnacle West 401(k) Plan, the cut-off date is 11:59 p.m. Eastern Daylight Time, May 15, 2022. Registered and Beneficial shareholder cut-off date is 11:59 p.m. Eastern Daylight Time, May 17, 2022

By Mail Before the Meeting
You may vote by mail by promptly marking, signing, dating and mailing your proxy card or voting instruction form. (A postage-paid envelope is provided for mailing in the United States.)

PINNACLE WEST CAPITAL CORPORATION ATTN: SHAREHOLDER SERVICES 400 NORTH FIFTH STREET, STA 8602 PHOENIX, AZ 85004 | Your Vote Counts! PINNACLE WEST CAPITAL CORPORATION 2022 Annual Meeting Vote by May 17, 2022 11:59 PM EDT. For shares held in a Savings Plan, vote by May 15, 2022 11:59 PM EDT. |  |
D68754-P64991-Z81603 |  |  |  |

You invested in PINNACLE WEST CAPITAL CORPORATION and it's time to vote!
You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on May 18, 2022.

Get informed before you vote
View the Notice and Proxy Statement and 10-K Wrap online OR you can receive a free paper or email copy of the material(s) by requesting these documents prior to May 4, 2022. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

|  | For complete information and to vote, visit www.ProxyVote.com |
Control # |  |

Smartphone users Point your camera here and vote without entering a control number |  |  |  | Vote in Person at the Meeting* May 18, 2022 1:30 p.m. EDT
|  | Virtually at: www.virtualshareholdermeeting.com/PNW

* | Please check the meeting materials for any special requirements for meeting attendance.

V1.1

Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the
upcoming shareholder meeting. Please follow the instructions on
the reverse side to vote these important matters.

|  |  |  |  | Board
Voting Items |  |  | Recommends
1. |  | Election of Directors |  |  |  |
|  | Nominees: |  |  |  |
|  | 01) Glynis A. Bryan | 05) Dale E. Klein, Ph.D. | 09) William H. Spence |  | For
|  | 02) Gonzalo A. de la Melena, Jr. | 06) Kathryn L. Munro | 10) James E. Trevathan, Jr.
|  | 03) Richard P. Fox | 07) Bruce J. Nordstrom | 11) David P. Wagener
|  | 04) Jeffrey B. Guldner | 08) Paula J. Sims |
2. |  | Advisory vote to approve executive compensation as disclosed in the 2022 Proxy Statement. |  | For
3. |  | Ratify the appointment of the independent accountant for the year ending December 31, 2022. |  | For
4. |  | A shareholder proposal asking the Company to amend its governing documents to reduce the ownership threshold to 10% to call a special shareholder meeting, if properly presented at the meeting. |  | Against

Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”.

D68755-P64991-Z81603