pnw-20240619

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):			June 19, 2024


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.

On June 19, 2024, the Board of Directors of the Company expanded the number of Directors on the Pinnacle West Capital Corporation (“Pinnacle West”) Board of Directors by three and elected Mses. Carol S. Eicher and Susan T. Flanagan and Mr. Ronald Butler, Jr. as Directors, effective July 1, 2024. The initial term for all three will extend until the Pinnacle West 2025 Annual Meeting of Shareholders on May 21, 2025 (the “2025 Annual Meeting of Shareholders”). The Board of Directors of Arizona Public Service Company (“APS”), the principal subsidiary of Pinnacle West, also elected the three individuals to the APS Board of Directors. Ms. Eicher has been appointed to the Audit Committee and the Nuclear and Operating Committee of Pinnacle West, effective July 1, 2024. Ms. Flanagan has been appointed to the Audit Committee and the Finance Committee of Pinnacle West, effective July 1, 2024. Mr. Butler has been appointed to the Audit Committee and the Finance Committee of Pinnacle West, effective July 1, 2024. The three new Directors will participate in the compensation arrangements for non-employee directors described on page 57 of the Pinnacle West Proxy Statement for its Annual Meeting of Shareholders held on May 22, 2024, except the annual retainer and equity grant will be prorated to reflect their service from July 1, 2024 until the 2025 Annual Meeting of Shareholders. A copy of a press release regarding the election of Mses. Eicher and Flanagan and Mr. Butler is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.	Registrant(s)	Description

99.1	Pinnacle West Arizona Public Service Company	P ress release , dated June 20, 2024, issued by P innacle West (This exhibit is furn ished not filed).

104	Pinnacle West Arizona Public Service Company	104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: June 20, 2024						By: /s/ Robert E. Smith
						Robert E. Smith
						Executive Vice President, General Counsel and
						Chief Development Officer

						ARIZONA PUBLIC SERVICE COMPANY
						(Registrant)


Dated: June 20, 2024						By: /s/ Robert E. Smith
						Robert E. Smith
						Executive Vice President, General Counsel and
						Chief Development Officer

Document

Exhibit 99.1

http://api.rkd.refinitiv.com/api/FilingsRetrieval3/.79522696.0000764622-24-000060a2q2020earningsfinal0_imag.jpg.ashx


FOR IMMEDIATE RELEASE		June 20, 2024
Media Contact: Analyst Contact:	Alan Bunnell (602) 250-3376 Amanda Ho (602) 250-3334
Website:	pinnaclewest.com

PINNACLE WEST APPOINTS THREE NEW MEMBERS TO ITS BOARD OF DIRECTORS

Additions Butler, Eicher & Flanagan bring diverse experience, financial acumen

PHOENIX – Pinnacle West Capital Corp. (NYSE: PNW) announced today that its board of directors has elected three new members to the company’s board: Ronald Butler Jr., a “Big 4” public accounting firm managing partner with more than 32 years of diverse management and executive leadership experience; Carol S. Eicher, a seasoned executive who has served in multiple board leadership roles with both public and private equity-backed businesses; and Susan T. Flanagan, an executive with a broad and accomplished career spanning various sectors, including regulated utilities, energy and renewables, finance and capital markets, and portfolio management.

The appointments, effective July 1, increase the number of Pinnacle West directors from nine to 12, of which 11 are independent members. Butler and Flanagan have been appointed to the Board’s Audit and Finance committees. Eicher joins the Audit and the Nuclear & Operating committees.

“We are pleased to add the extraordinary expertise of these three accomplished leaders,” said Pinnacle West Chairman, President and CEO Jeff Guldner. “Ron has a thorough understanding of financial and strategic planning, operational effectiveness and digital transformation. Carol has extensive board experience at publicly traded companies, including driving transformation across large and complex organizations. And, Susan has a rich history of practical expertise in both domestic and international energy markets, including wind, solar, storage, conventional thermal power generation assets and grid infrastructure.

“With their collective experience, we look forward to the valuable perspectives and guidance they will provide to our strategy and operations as we continue to focus on delivering value for our customers and shareholders in a rapidly evolving energy landscape.”

Butler – a trusted advisor to Fortune 500 executives, corporate boards and audit committees across a broad set of industries including mining and metals, technology and consumer products – began his career in 1991 with KPMG in its Phoenix office. In 1995, he joined EY, one of the world’s largest professional services firms, becoming a Partner in 2004 and then being promoted to Managing Partner of the Arizona Practice in 2008. Over his career, Butler has advised a diverse group of public and privately held companies ranging from middle-market to large multinational companies. He also serves as EY’s U.S Mining and Metals Leader.

Butler received his Bachelor of Science degree in Accountancy from the University of Arizona and is the recipient of the University of Arizona Eller College Outstanding Alumnus (2024) and the University of Arizona Alumni Association Sidney S. Woods Alumni Service Aware (2015). He is a licensed CPA in the State of Arizona and a member of the Arizona Society of CPA’s and the American Institute of Certified Public Accountants.

Eicher possesses more than 30 years of experience in global manufacturing, operations and mergers and acquisitions. She is on the boards of The Tennant Company (NYSE: TNC), an industrial machinery company, and Arq, Inc. (NASDAQ: ARQ), a diversified, environmental technology company with products that enable a cleaner and safer planet while actively reducing its environmental impact. She also serves on two private company boards. Her senior leadership experience includes positions at The Dow Chemical Company, Rohm and Haas Company, Ashland Chemical Company and E.I. DuPont de Nemours and Company, Inc. In her last executive role, Eicher served as CEO of Innocor, Inc. from May 2014 to July 2017.

Eicher holds a Bachelor of Science degree in Chemical Engineering from the University of Pennsylvania and a Master in Business Administration from York College of Pennsylvania. She volunteers as Chair of the Board of Directors for the Fairmount Park Conservancy and as Secretary of the Board of Trustees for York College of Pennsylvania.

Flanagan – an experienced senior executive and subject matter expert in the energy and renewables space – started her professional career as an engineer with General Electric (GE). Following graduate school, she joined Long Island Lighting Company, where she managed strategic and corporate planning. Subsequently, she served as a Director in Energy Transaction Services for PricewaterhouseCoopers LLP; as a vice president for Dayton Power & Light; and as a Senior Manager for Ernst & Young, working closely with utility and private equity clients. In 2005, Flanagan rejoined GE where she served in various senior roles, most notably as President and CEO of GE Capital, Energy Financial Services. Following her 2023 retirement from GE, she joined Apollo Global Management as an Operating Partner, advising them on various investment opportunities in the Energy sector.

Flanagan attended Columbia University and earned a Bachelor of Science degree in mechanical engineering, as well as a Master of Science in Aerospace Engineering from University of Cincinnati. She also earned an MBA from New York University Stern School of Business. She has been actively involved in the World Economic Forum and GE Women’s Network, and she served on the Columbia University School of Engineering's Board of Visitors.

Pinnacle West Capital Corp., an energy holding company based in Phoenix, has consolidated assets of nearly $25 billion, about 6,500 megawatts of generating capacity and approximately 6,100 employees in Arizona and New Mexico. Through its principal subsidiary, Arizona Public Service, the company provides retail electricity service to approximately 1.4 million Arizona homes and businesses. For more information about Pinnacle West, visit the company’s website at pinnaclewest.com.