0000764622falseAZ00007646222022-05-182022-05-18

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 18, 2022
Commission File
Number		 Exact Name of Each Registrant as specified in its
charter; State of Incorporation; Address; and
Telephone Number		IRS Employer
Identification No.
1-8962 PINNACLE WEST CAPITAL CORPORATION86-0512431
(an Arizona corporation)
400 North Fifth Street, P.O. Box 53999
PhoenixArizona85072-3999
(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 18, 2022, at the Annual Meeting of Shareholders of the Company, the following items set forth in our Proxy Statement were voted upon:

Item 1.

The nominees listed below were elected directors with the respective votes set forth opposite their names:

FORWITHHELDBROKER NON-VOTE
Glynis A. Bryan90,825,9321,736,0348,808,295
Gonzalo A. de la Melena, Jr.91,870,744691,2228,808,295
Richard P. Fox82,612,7149,949,2528,808,295
Jeffrey B. Guldner87,288,5885,273,3788,808,295
Dale E. Klein, Ph.D.88,024,8954,537,0718,808,295
Kathryn L. Munro83,510,0979,051,8698,808,295
Bruce J. Nordstrom85,405,2587,156,7088,808,295
Paula J. Sims90,467,7522,094,2148,808,295
William H. Spence91,907,160654,8068,808,295
James E. Trevathan, Jr.91,678,316883,6508,808,295
David P. Wagener90,564,1481,997,8188,808,295

Item 2.

The advisory resolution to approve executive compensation, as disclosed in the Proxy Statement, was approved, with the following votes cast:


FORAGAINSTABSTAINBROKER NON-VOTE
88,020,8034,181,220359,9438,808,295

Item 3. The appointment of Deloitte & Touche LLP as independent accountant for the year ending December 31, 2022 was ratified, with the following votes cast:


FORAGAINSTABSTAIN
90,888,12310,305,744176,394

Item 4. A vote on 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, was as follows:

FORAGAINSTABSTAINBROKER NON-VOTE
32,622,85159,597,150341,9658,808,295






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 24, 2022By: /s/ Robert E. Smith
Robert E. Smith
Executive Vice President, General Counsel and
Chief Development Officer