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0000764622falseAZ00000072868-KApril 28, 2023falseAZfalsefalsefalsefalsefalse00007646222023-04-282023-04-280000764622pnw:ArizonaPublicServiceCompanyMember2023-04-282023-04-28



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):
April 28, 2023



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 CORPORATION 86-0512431
(an Arizona corporation)
400 North Fifth Street, P.O. Box 53999
Phoenix Arizona 85072-3999
(602) 250-1000
1-4473   ARIZONA PUBLIC SERVICE COMPANY 86-0011170
(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. ¨

This combined Form 8-K is separately filed or furnished by Pinnacle West Capital Corporation and Arizona Public Service Company. Each registrant is filing or furnishing on its own behalf all of the information contained in this Form 8-K that relates to such registrant and, where required, its subsidiaries. Except as stated in the preceding sentence, neither registrant is filing or furnishing any information that does not relate to such registrant, and therefore makes no representation as to any such information.






Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective April 27, 2023, David P. Wagener resigned as a director of Pinnacle West Capital Corporation (the “Company”). Mr. Wagener’s resignation from the Company’s Board of Directors (the “Board”) did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In connection with Mr. Wagener’s resignation, the number of Directors on the Board was reduced from 12 to 11 Directors.

Mr. Wagener had been included as a nominee of the Board in the Company’s definitive proxy statement and proxy card for the Company’s 2023 Annual Meeting of Shareholders to be held on May 17, 2023 (the “2023 Annual Meeting of Shareholders”). In light of his departure from the Board, Mr. Wagener is no longer standing for re-election to the Board at the 2023 Annual Meeting of Shareholders, and the Company’s proxy materials are hereby deemed amended to remove Mr. Wagener as a nominee for the 2023 Annual Meeting of Shareholders. The Company’s slate of nominees otherwise remains unchanged. Previously voted proxies remain valid, other than with respect to Mr. Wagener as he is no longer standing for re-election. The Company is providing shareholders with a revised proxy card, voting instruction form, or voting instructions, as applicable, that does not include Mr. Wagener so that shareholders can vote their shares as to the Board’s remaining nominees and the other matters being voted on at the 2023 Annual Meeting of Shareholders.





SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


PINNACLE WEST CAPITAL CORPORATION
(Registrant)
Dated: April 28, 2023 By: /s/ Robert E. Smith
Robert E. Smith
Executive Vice President, General Counsel and
Chief Development Officer
ARIZONA PUBLIC SERVICE COMPANY
(Registrant)
Dated: April 28, 2023 By: /s/ Robert E. Smith            
Robert E. Smith
Executive Vice President, General Counsel and
Chief Development Officer