UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 17, 2017
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 17, 2017, 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 | 81,060,278 | 5,183,005 | 9,535,153 |
Denis A. Cortese, M.D. | 85,388,584 | 854,699 | 9,535,153 |
Richard P. Fox | 85,021,028 | 1,222,255 | 9,535,153 |
Michael L. Gallagher | 76,830,812 | 9,412,471 | 9,535,153 |
Roy A Herberger, Jr., Ph.D. | 81,772,157 | 4,471,126 | 9,535,153 |
Dale E. Klein, Ph.D. | 85,593,406 | 649,877 | 9,535,153 |
Humberto S. Lopez | 83,311,674 | 2,931,609 | 9,535,153 |
Kathryn L. Munro | 80,509,055 | 5,734,228 | 9,535,153 |
Bruce J. Nordstrom | 81,917,101 | 4,326,182 | 9,535,153 |
Paula J. Sims | 85,606,701 | 636,582 | 9,535,153 |
David P. Wagener | 85,566,708 | 676,575 | 9,535,153 |
Item 2. The advisory resolution to approve executive compensation, as disclosed in the 2017 Proxy Statement, was approved, with the following votes cast:
NUMBER OF VOTES | |||
FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES |
60,600,599 | 25,319,681 | 323,003 | 9,535,153 |
Item 3. The advisory vote on the frequency of the advisory vote on executive compensation favored an annual vote:
NUMBER OF VOTES | ||||
1 YEAR | 2 YEARS | 3 YEARS | ABSTENTIONS | BROKER NON-VOTES |
73,484,867 | 249,591 | 12,228,820 | 280,005 | 9,535,153 |
As reported above, shareholders cast the highest number of votes for holding an advisory vote on executive compensation on an annual basis. On May 17, 2017, our Board of Directors determined that the Company will hold future advisory votes on executive compensation on an annual basis until the Company next holds an advisory vote of shareholders on the frequency of such votes.
Item 4. The material terms of the performance goals under the 2012 Long-Term Incentive Plan (the “2012 Plan”) were reapproved and the amendment to the 2012 Plan was approved:
NUMBER OF VOTES | |||
FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES |
82,371,345 | 3,578,180 | 293,758 | 9,535,153 |
Item 5. The appointment of Deloitte & Touche LLP as independent accountants for 2017 was ratified, with the following votes cast:
NUMBER OF VOTES | ||
FOR | AGAINST | ABSTENTIONS |
94,185,809 | 1,384,661 | 207,966 |
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: May 23, 2017 | By: /s/ James R. Hatfield | |
James R. Hatfield | ||
Executive Vice President and | ||
Chief Financial Officer | ||