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 16, 2012
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Commission File Number |
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Exact Name of Registrant as Specified in |
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IRS Employer |
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1-8962 |
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Pinnacle West Capital Corporation (an Arizona corporation) |
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86-0512431 |
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1-4473 |
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Arizona Public Service Company (an Arizona corporation) |
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86-0011170 |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 May 16, 2012, at the Annual Meeting of Shareholders, the shareholders of Pinnacle West Capital Corporation (“Pinnacle West”) approved the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan (the “2012 Plan”). A summary of the 2012 Plan’s principal provisions is set forth in the 2012 Proxy Statement dated March 29, 2012 (the “Proxy Statement”), which was filed with the Securities and Exchange Commission (the “SEC”) pursuant to Regulation 14A under the Securities Exchange Act of 1934 in the section entitled “Proposal 2 — Approval of the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan”, which section is attached to this Form 8-K as Exhibit 99.1 and incorporated into this Form 8-K by reference. The description is qualified in its entirety by reference to the 2012 Plan attached to the Proxy Statement as Appendix A.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective May 16, 2012, Article Fifth of the Articles of Incorporation of Arizona Public Service Company was amended from allowing the APS Board of Directors to consist of not less than eleven nor more than thirty persons to not less than nine nor more than twenty-one persons. The amended Article Fifth is attached hereto as Exhibit 3.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 16, 2012, at the Annual Meeting of Shareholders, 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:
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NUMBER OF VOTES |
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FOR |
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WITHHELD |
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BROKER |
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Edward N. Basha, Jr. |
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75,643,830 |
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2,602,037 |
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12,764,092 |
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Donald E. Brandt |
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75,874,811 |
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2,371,056 |
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12,764,092 |
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Susan Clark-Johnson |
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77,565,706 |
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680,161 |
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12,764,092 |
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Denis A. Cortese, M.D. |
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77,656,244 |
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589,623 |
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12,764,092 |
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Michael L. Gallagher |
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71,291,675 |
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6,954,192 |
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12,764,092 |
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Roy A Herberger, Jr., Ph.D. |
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75,686,281 |
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2,559,586 |
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12,764,092 |
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Dale E. Klein, Ph.D |
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77,671,173 |
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574,694 |
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12,764,092 |
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Humberto S. Lopez |
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75,739,641 |
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2,506,226 |
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12,764,092 |
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Kathryn L. Munro |
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75,877,682 |
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2,368,185 |
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12,764,092 |
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Bruce J. Nordstrom |
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77,281,838 |
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964,029 |
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12,764,092 |
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Item 2. The Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan was approved, with the following votes cast:
NUMBER OF VOTES
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FOR |
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AGAINST |
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ABSTENTIONS |
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BROKER NON-VOTES |
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74,563,801 |
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3,420,443 |
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261,623 |
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12,764,092 |
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Item 3. The advisory resolution to approve executive compensation, as disclosed in the 2012 Proxy Statement was approved, with the following votes cast:
NUMBER OF VOTES
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FOR |
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AGAINST |
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ABSTENTIONS |
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BROKER NON-VOTES |
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73,961,618 |
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3,401,417 |
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882,832 |
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12,764,092 |
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Item 4. The appointment of Deloitte & Touche LLP as independent accountants for 2012 was ratified, with the following votes cast:
NUMBER OF VOTES
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FOR |
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AGAINST |
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ABSTENTIONS |
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BROKER NON-VOTES |
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90,017,669 |
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771,563 |
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220,727 |
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N/A |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit |
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Registrant(s) |
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Description |
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3.1 |
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Arizona Public Service Company |
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Amendment to the Articles of Incorporation |
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99.1 |
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Pinnacle West Capital Corporation |
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Excerpt from Pinnacle West Capital Corporation 2012 Proxy Statement |
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.
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PINNACLE WEST CAPITAL CORPORATION | |
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(Registrant) | |
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Dated: |
May 22, 2012 |
By: |
/s/ David P. Falck |
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David P. Falck |
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Executive Vice President, General Counsel and Secretary |
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ARIZONA PUBLIC SERVICE COMPANY | |
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(Registrant) | |
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Dated: |
May 22, 2012 |
By: |
/s/ David P. Falck |
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David P. Falck |
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Executive Vice President, General Counsel and Secretary |