8-K

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): February 22, 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.

On February 22, 2023, the Board of Directors of the Company expanded the number of Directors on the Pinnacle West Board of Directors by one and elected Ms. Kristine L. Svinicki as a Director. Ms. Svinicki's initial term will extend until the Pinnacle West 2023 Annual Meeting of Shareholders on May 17, 2023 (the “2023 Annual Meeting of Shareholders”). The Board of Directors of Arizona Public Service Company (“APS”), the principal subsidiary of Pinnacle West, also elected Ms. Svinicki to the APS Board of Directors. Ms. Svinicki has been appointed to the Audit Committee and the Nuclear and Operating Committee of Pinnacle West. Ms. Svinicki will participate in the compensation arrangements for non-employee directors described on page 54 of the Pinnacle West Proxy Statement for its Annual Meeting of Shareholders held on May 18, 2022, except the annual retainer and equity grant will be prorated to reflect her service from the date of her election until the 2023 Annual Meeting of Shareholders. A copy of a press release regarding the election of Ms. Svinicki 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 APS	Pinnacle West Press Release regarding the election of Kristine L. Svinicki

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: February 22, 2023	By: /s/ Andrew Cooper
	Andrew Cooper
	Senior Vice President and
	Chief Financial Officer
	ARIZONA PUBLIC SERVICE COMPANY
	(Registrant)
Dated: February 22, 2023	By: /s/ Andrew Cooper
	Andrew Cooper
	Senior Vice President and
	Chief Financial Officer

EX-99.1

FOR IMMEDIATE RELEASE		February 22, 2023
Media Contact: Analyst Contact:	Alan Bunnell (602) 250-3376 Amanda Ho (602) 250-3334	Page 1 of 1
Website:	pinnaclewest.com

FORMER NRC CHAIRMAN KRISTINE L. SVINICKI ELECTED

TO PINNACLE WEST BOARD OF DIRECTORS

PHOENIX – Pinnacle West Capital Corp. (NYSE: PNW) announced today that former Nuclear Regulatory Commission (NRC) Chairman Kristine L. Svinicki has been elected to the company’s board of directors effective immediately. She will join the board’s Audit and Nuclear & Operating committees.

Svinicki was appointed a member of the NRC by three U.S. presidents, becoming that organization's longest-serving member. She was designated chair of the NRC in January 2017 and served in that capacity until stepping down in 2021 after more than 30 years of public service.

“As an internationally recognized authority and innovator in all aspects of nuclear energy regulation, operation, technology and safety, Kristine’s expertise makes her an outstanding addition to our Board,” said Pinnacle West Chairman, President and CEO Jeff Guldner. “We will benefit from the same high standards, excellent business practices, focus on new technologies, and sound judgment that she brought to the NRC. Her vast experience in the nuclear energy industry and in government will be of great value to our company, not only from the perspective of our nuclear operations at the Palo Verde Generating Station, but also as we take advantage of opportunities in our evolving utility business.”

Prior to her appointment to the NRC, Svinicki served as an expert and policy advisor for more than a decade to members of the U.S. Senate on topics ranging from energy to national security. She also previously managed nuclear research and development programs at the U.S. Department of Energy and worked as an energy engineer for the State of Wisconsin.

Born and raised in Michigan, Svinicki holds a Bachelor of Science in Nuclear Engineering from the University of Michigan, where she currently serves as Adjunct Professor of Nuclear Engineering and Radiological Sciences in the College of Engineering. She also sits on the boards of TerraPower and Southern Company.

She is a longstanding member of the American Nuclear Society, and the Society has twice honored her with its Presidential Citation in recognition of her contributions to U.S. nuclear energy policies.

Pinnacle West Capital Corp., an energy holding company based in Phoenix, has consolidated assets of approximately $23 billion, about 6,300 megawatts of generating capacity and nearly 5,900 employees in Arizona and New Mexico. Through its principal subsidiary, Arizona Public Service, the company provides retail electricity service to more than 1.3 million Arizona homes and businesses. For more information about Pinnacle West, visit the company’s website at pinnaclewest.com.

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XML

Document Entity and Information DEI	Feb. 22, 2023
Entity Information [Line Items]
Entity Central Index Key	0000764622
Document Type	8-K
Document Period End Date	Feb. 22, 2023
Entity File Number	1-8962
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock
Soliciting Material	false
Written Communications	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Trading Symbol	PNW
Security Exchange Name	NYSE
Entity Registrant Name	PINNACLE WEST CAPITAL CORPORATION
Entity Tax Identification Number	86-0512431
Entity Address, Address Line One	400 North Fifth Street, P.O. Box 53999
Entity Address, City or Town	Phoenix
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85072-3999
City Area Code	(602)
Local Phone Number	250-1000
Amendment Flag	false
Entity Incorporation, State or Country Code	AZ
Arizona Public Service Company [Member]
Entity Information [Line Items]
Entity Central Index Key	0000007286
Document Type	8-K
Document Period End Date	Feb. 22, 2023
Entity File Number	1-4473
Entity Emerging Growth Company	false
Soliciting Material	false
Written Communications	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Registrant Name	ARIZONA PUBLIC SERVICE COMPANY
Entity Tax Identification Number	86-0011170
Entity Address, Address Line One	400 North Fifth Street, P.O. Box 53999
Entity Address, City or Town	Phoenix
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85072-3999
City Area Code	(602)
Local Phone Number	250-1000
Amendment Flag	false
Entity Incorporation, State or Country Code	AZ