Pinnacle West (NYSE: PNW) investors approve directors, pay and Deloitte as auditor

Rhea-AI Filing Summary

Pinnacle West Capital Corporation reported results from its Annual Meeting of Shareholders held on May 14, 2026. Shareholders elected all ten nominated directors to one-year terms expiring at the 2027 Annual Meeting, with each nominee receiving substantially more votes "for" than "withheld."

Shareholders also approved the advisory vote on executive compensation, with 98,755,016 votes for and 2,750,428 against. In addition, they ratified the appointment of Deloitte & Touche LLP as independent accountant for the year ending December 31, 2026, with 107,509,825 votes for and 2,819,186 against.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Executive compensation vote - For: 98,755,016 votes Executive compensation vote - Against: 2,750,428 votes Auditor ratification - For: 107,509,825 votes +3 more

6 metrics

Executive compensation vote - For 98,755,016 votes Advisory vote on executive compensation

Executive compensation vote - Against 2,750,428 votes Advisory vote on executive compensation

Auditor ratification - For 107,509,825 votes Ratification of Deloitte & Touche LLP for 2026

Auditor ratification - Against 2,819,186 votes Ratification of Deloitte & Touche LLP for 2026

Director example - For votes 101,130,922 votes Election of director nominee Susan T. Flanagan

Director example - Withheld votes 2,206,461 votes Election of director nominee William H. Spence

Key Terms

Annual Meeting of Shareholders, broker non-vote, advisory vote on executive compensation, independent accountant, +1 more

5 terms

Annual Meeting of Shareholders financial

"On May 14, 2026, at the Annual Meeting of Shareholders (the “Annual Meeting”) of Pinnacle West Capital Corporation"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

broker non-vote financial

"FOR | WITHHELD | BROKER NON-VOTE Glynis A. Bryan | 95,980,735 | 5,797,567 | 8,715,982"

advisory vote on executive compensation financial

"Proposal 2. The shareholders approved an advisory vote on executive compensation."

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

independent accountant financial

"Proposal 3. The shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent accountant"

ratified the appointment financial

"The shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent accountant"

Understanding 8-K Material Events →

0000764622falseAZ00007646222026-05-142026-05-14

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 14, 2026

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

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 14, 2026, at the Annual Meeting of Shareholders (the “Annual Meeting”) of Pinnacle West Capital Corporation (the “Company”) the shareholders voted on three proposals. The final voting results are as follows:

Proposal 1. The shareholders elected the ten directors nominated for one-year terms that will expire at the 2027 Annual Meeting. The voting results are set forth below:

			FOR						WITHHELD						BROKER NON-VOTE
Glynis A. Bryan			95,980,735						5,797,567						8,715,982
Ronald Butler, Jr.			100,311,768						1,466,534						8,715,982
Gonzalo A. de la Melena, Jr.			101,017,705						760,597						8,715,982
Carol S. Eicher			101,082,932						695,370						8,715,982
Susan T. Flanagan			101,130,922						647,380						8,715,982
Theodore N. Geisler			99,949,964						1,828,338						8,715,982
Paula J. Sims			100,227,092						1,551,210						8,715,982
William H. Spence			99,571,841						2,206,461						8,715,982
Kristine L. Svinicki			101,120,407						657,895						8,715,982
James E. Trevathan, Jr.			100,555,351						1,222,951						8,715,982

Proposal 2. The shareholders approved an advisory vote on executive compensation. The voting results are set forth below:

FOR						AGAINST						ABSTENTIONS						BROKER NON-VOTES
98,755,016						2,750,428						272,858						8,715,982

Proposal 3. The shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent accountant for the year ending December 31, 2026. The voting results are set forth below:

FOR						AGAINST						ABSTENTIONS
107,509,825						2,819,186						165,273

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 18, 2026						/s/ Shirley A. Baum
						Shirley A. Baum
						Senior Vice President, General Counsel and Corporate Secretary

FAQ

What did Pinnacle West (PNW) shareholders decide at the 2026 Annual Meeting?

Shareholders elected ten directors to one-year terms, approved the advisory vote on executive compensation, and ratified Deloitte & Touche LLP as independent accountant for 2026. All three management proposals received strong majority support in the reported vote tallies.

Were all Pinnacle West (PNW) director nominees elected in 2026?

Yes. All ten Pinnacle West director nominees were elected for one-year terms expiring at the 2027 Annual Meeting. Each nominee received significantly more votes “for” than “withheld,” with support levels around 99–101 million votes in favor, according to the reported voting results.

How did Pinnacle West (PNW) shareholders vote on executive compensation?

Shareholders approved the advisory vote on executive compensation with 98,755,016 votes for, 2,750,428 votes against, and 272,858 abstentions. There were also 8,715,982 broker non-votes reported, indicating strong overall support for the company’s executive pay program.

Which accounting firm did Pinnacle West (PNW) shareholders ratify for 2026?

Shareholders ratified Deloitte & Touche LLP as Pinnacle West’s independent accountant for the year ending December 31, 2026. The ratification received 107,509,825 votes for, 2,819,186 votes against, and 165,273 abstentions, indicating broad shareholder approval of the appointment.

What are broker non-votes in the Pinnacle West (PNW) 2026 meeting results?

Broker non-votes occur when brokers hold shares in street name but are not instructed how to vote on certain proposals. Pinnacle West reported 8,715,982 broker non-votes on the director elections and executive compensation advisory vote at the 2026 Annual Meeting.

Filing Exhibits & Attachments

3 documents

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