pnw-20250521

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

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))


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).

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.

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:

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:

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:

Proposal 5. The shareholders rejected a shareholder proposal entitled “Support Special Shareholder Meeting Improvement.” The voting results are set forth below:

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


FOR	AGAINST	ABSTENTIONS	BROKER NON-VOTES
92,569,250	3,307,398	285,186	9,572,519


FOR	AGAINST	ABSTENTIONS
102,889,641	2,628,959	215,753


FOR	AGAINST	ABSTENTIONS
102,015,773	3,408,833	309,747


FOR	AGAINST	ABSTENTIONS	BROKER NON-VOTES
2,501,578	93,354,983	305,273	9,572,519


			Date of report (Date of earliest event reported):			May 21, 2025