DEFA14A 1 lpnw2023_defa14a.htm PINNACLE WEST CAPITAL CORP - DEFA14A PINNACLE WEST CAPITAL CORPORATION - DEFA14A

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, DC 20549

 

SCHEDULE 14A

 

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

 

  Filed by the Registrant   Filed by a Party other than the Registrant

 

Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12

 

PINNACLE WEST CAPITAL CORPORATION

 

 

(Name of Registrant as Specified in Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check all boxes that apply):
No fee required.
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
 

SUPPLEMENT TO THE PROXY STATEMENT DATED APRIL 5, 2023

FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 17, 2023

 

On April 5, 2023, Pinnacle West Capital Corporation (the “Company”) distributed to its shareholders a definitive proxy statement (the “Proxy Statement”) for the Company’s Annual Meeting of Shareholders to be held on Wednesday, May 17, 2023 (the “2023 Annual Meeting of Shareholders”). This Supplement to the Proxy Statement, which describes recent changes in the proposed nominees for election to the Company’s Board of Directors (the “Board”), should be read in conjunction with the Proxy Statement. Except as described in this Supplement, the information provided in the Proxy Statement continues to apply and should be considered in voting your shares.

 

Withdrawal of Nominee for Election as Director

 

Effective April 27, 2023, David P. Wagener resigned as a Director of the Company. For additional information regarding his resignation, please see the Form 8-K filed on April 28, 2023. 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 Proxy Statement and proxy card for 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.

 

Voting Matters

 

The Company is providing shareholders with a revised proxy card, voting instruction form, or voting instructions, as applicable, that does not include Mr. Wagener. If you have already returned your proxy or provided voting instructions, you do not need to take any action unless you wish to change your vote. Proxies already returned by shareholders will remain valid and will be voted at the 2023 Annual Meeting of Shareholders unless revoked. Proxies received in respect of the re-election of Mr. Wagener will not be voted with respect to his election, but will continue to be voted as directed or otherwise as set forth therein and described in the Proxy Statement with respect to all other matters properly brought before the 2023 Annual Meeting of Shareholders. If you have not yet voted and wish to vote by mail, please use the revised proxy card. Information regarding how to vote your shares, or revoke your proxy or voting instructions, is available in the Proxy Statement.

 

Sincerely,

 

 

Diane Wood
Assistant Vice President,
Associate General Counsel and Corporate Secretary

 

BR723484-0423- SUP

 

 

 

 

 

 

 

 

 

 

 

 

 

FOUR EASY WAYS TO VOTE

YOUR VOTE IS IMPORTANT - VOTE TODAY!

 

ONLINE PHONE MAIL QR CODE
               
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Go to www.proxyvote.com. Have your control number listed on the voting form ready and follow the simple instructions. Please call the toll free number listed on your voting form. Have your control number listed on the voting form ready and follow the simple instructions. Mark, sign and date your voting form and return it in the postage-paid return envelope. Vote by scanning the Quick Response Code or “QR Code” on the Proxy Card/VIF enclosed.