0000764622-19-000057.txt : 20190521 0000764622-19-000057.hdr.sgml : 20190521 20190521162904 ACCESSION NUMBER: 0000764622-19-000057 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190515 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190521 DATE AS OF CHANGE: 20190521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PINNACLE WEST CAPITAL CORP CENTRAL INDEX KEY: 0000764622 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 860512431 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08962 FILM NUMBER: 19842737 BUSINESS ADDRESS: STREET 1: 400 NORTH FIFTH STREET STREET 2: MS8695 CITY: PHOENIX STATE: AZ ZIP: 85004 BUSINESS PHONE: 602 250 1000 MAIL ADDRESS: STREET 1: 400 NORTH FIFTH STREET STREET 2: MS8695 CITY: PHOENIX STATE: AZ ZIP: 85004 FORMER COMPANY: FORMER CONFORMED NAME: AZP GROUP INC DATE OF NAME CHANGE: 19870506 8-K 1 form8-k2019annualmeetingre.htm 8-K Document



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 15, 2019 
 


Commission File Number
Exact Name of Registrant as Specified in Charter; State of Incorporation;
Address and Telephone Number
IRS Employer
Identification Number
 
 
 
1-8962
Pinnacle West Capital Corporation
(an Arizona corporation)
400 North Fifth Street, P.O. Box 53999
Phoenix, AZ 85072-3999
(602) 250-1000
86-0512431

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 15, 2019, at the Annual Meeting of Shareholders of Pinnacle West Capital Corporation (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:
 
NUMBER OF VOTES
 
 
 
 
 
FOR
WITHHELD
BROKER
NON-VOTES
Donald E. Brandt
88,292,571
3,144,392
8,036,836
Denis A. Cortese, M.D.
90,722,303
714,660
8,036,836
Richard P. Fox
86,559,109
4,877,854
8,036,836
Michael L. Gallagher
87,727,279
3,709,684
8,036,836
Dale E. Klein, Ph.D.
90,800,720
636,243
8,036,836
Humberto S. Lopez
88,858,209
2,578,754
8,036,836
Kathryn L. Munro
84,796,299
6,640,664
8,036,836
Bruce J. Nordstrom
86,405,765
5,031,198
8,036,836
Paula J. Sims
90,836,404
600,559
8,036,836
James E. Trevathan, Jr.
90,657,577
779,386
8,036,836
David P. Wagener
90,831,625
605,338
8,036,836

Item 2. The advisory resolution to approve executive compensation, as disclosed in the 2019 Proxy Statement, was approved, with the following votes cast:

NUMBER OF VOTES
 
 
 
 
FOR
AGAINST
ABSTENTIONS
BROKER NON-VOTES
87,009,875
3,975,855
451,233
8,036,836

Item 3. The appointment of Deloitte & Touche LLP as independent accountant for the year ending December 31, 2019 was ratified, with the following votes cast:

NUMBER OF VOTES
 
 
 
FOR
AGAINST
ABSTENTIONS
95,264,646
3,984,727
224,426

Item 4. The shareholder proposal asking the Company to amend its governing documents to reduce the ownership threshold to 10 percent to call special shareholder meetings was not approved, with the following votes cast:

NUMBER OF VOTES
 
 
 
 
FOR
AGAINST
ABSTENTIONS
BROKER NON-VOTES
42,144,911
48,715,008
577,044
8,036,836





SIGNATURES


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 21, 2019
 
By: /s/ James R. Hatfield            
 
 
James R. Hatfield
 
 
Executive Vice President and
 
 
Chief Financial Officer