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

 

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

 

 

 

 

 

1-4473

 

Arizona Public Service Company

(an Arizona corporation)
400 North Fifth Street, P.O. Box 53999
Phoenix, AZ 85072-3999
(602) 250-1000

 

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:

 

 

 

NUMBER OF VOTES

 

 

 

FOR

 

WITHHELD

 

BROKER
NON-VOTES

 

Edward N. Basha, Jr.

 

75,643,830

 

2,602,037

 

12,764,092

 

Donald E. Brandt

 

75,874,811

 

2,371,056

 

12,764,092

 

Susan Clark-Johnson

 

77,565,706

 

680,161

 

12,764,092

 

Denis A. Cortese, M.D.

 

77,656,244

 

589,623

 

12,764,092

 

Michael L. Gallagher

 

71,291,675

 

6,954,192

 

12,764,092

 

Roy A Herberger, Jr., Ph.D.

 

75,686,281

 

2,559,586

 

12,764,092

 

Dale E. Klein, Ph.D

 

77,671,173

 

574,694

 

12,764,092

 

Humberto S. Lopez

 

75,739,641

 

2,506,226

 

12,764,092

 

Kathryn L. Munro

 

75,877,682

 

2,368,185

 

12,764,092

 

Bruce J. Nordstrom

 

77,281,838

 

964,029

 

12,764,092

 

 

Item 2.  The Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan was approved, with the following votes cast:

 

NUMBER OF VOTES

 

FOR

 

AGAINST

 

ABSTENTIONS

 

BROKER NON-VOTES

 

74,563,801

 

3,420,443

 

261,623

 

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

 

FOR

 

AGAINST

 

ABSTENTIONS

 

BROKER NON-VOTES

 

73,961,618

 

3,401,417

 

882,832

 

12,764,092

 

 

Item 4.  The appointment of Deloitte & Touche LLP as independent accountants for 2012 was ratified, with the following votes cast:

 

NUMBER OF VOTES

 

FOR

 

AGAINST

 

ABSTENTIONS

 

BROKER NON-VOTES

 

90,017,669

 

771,563

 

220,727

 

N/A

 

 

Item 9.01              Financial Statements and Exhibits.

 

(d)             Exhibits

 

Exhibit
No.

 

Registrant(s)

 

Description

 

 

 

 

 

3.1

 

Arizona Public Service Company

 

Amendment to the Articles of Incorporation

99.1

 

Pinnacle West Capital Corporation
Arizona Public Service Company

 

Excerpt from Pinnacle West Capital Corporation 2012 Proxy Statement

 

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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 22, 2012

By:

/s/ David P. Falck

 

 

 

David P. Falck

 

 

 

Executive Vice President, General Counsel and Secretary

 

 

 

 

 

 

 

 

 

 

ARIZONA PUBLIC SERVICE COMPANY

 

 

(Registrant)

 

 

 

 

 

 

 

 

Dated:

May 22, 2012

By:

/s/ David P. Falck

 

 

 

David P. Falck

 

 

 

Executive Vice President, General Counsel and Secretary

 

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