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
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| Date of report (Date of earliest event reported): | February 23, 2022 | |
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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 | | | | |
| 1-4473 | | ARIZONA PUBLIC SERVICE COMPANY | | 86-0011170 |
| | (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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| 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).
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. ¨
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 2.02. Results of Operations and Financial Condition.
The following information is furnished pursuant to Item 2.02.
On February 25, 2022, Pinnacle West Capital Corporation (the “Company” or “Pinnacle West”) issued a press release regarding its financial results for the fiscal quarter and full year ended December 31, 2021 and its earnings outlook for 2022. A copy of the press release is attached hereto as Exhibit 99.1.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 23, 2022, the Board of Directors of the Company expanded the number of Directors on the Pinnacle West Board of Directors by one and elected Mr. Gonzalo de la Melena, Jr. as a Director. Mr. de la Melena’s initial term will extend until the Pinnacle West 2022 Annual Meeting of Shareholders on May 18, 2022 (the “2022 Annual Meeting of Shareholders”). The Board of Directors of Arizona Public Service Company (“APS”), the principal subsidiary of Pinnacle West, also elected Mr. de la Melena to the APS Board of Directors. Mr. de la Melena has been appointed to the Audit Committee and the Nuclear and Operating Committee of Pinnacle West. Mr. de la Melena will participate in the compensation arrangements for non-employee directors described on page 58 of the Pinnacle West Proxy Statement for its Annual Meeting of Shareholders held on May 19, 2021, except the annual retainer and equity grant will be prorated to reflect his service from the date of his election until the 2022 Annual Meeting of Shareholders. A copy of a press release regarding the election of Mr. Gonzalo de la Melena, Jr. is attached hereto as Exhibit 99.2.
Item 7.01. Regulation FD Disclosure.
The following information is furnished pursuant to Item 7.01.
The Company is providing a copy of the slide presentation made in connection with its earnings conference call on February 25, 2022. This information contains Company operating results for the fiscal quarter and fiscal year ended December 31, 2021, earnings outlook for 2022 and a quarterly and full year consolidated statistical summary. The slide presentation is attached hereto as Exhibit 99.3 and is concurrently being posted to the Company’s website at www.pinnaclewest.com.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | Registrant(s) | Description |
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| 99.1 | Pinnacle West
APS | |
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| 99.2 | Pinnacle West
APS | |
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| 99.3 | Pinnacle West
APS | |
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 |
| | (Registrant) |
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| Dated: February 25, 2022 | | By: /s/ Theodore N. Geisler |
| | Theodore N. Geisler |
| | Senior Vice President and |
| | Chief Financial Officer |
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| | ARIZONA PUBLIC SERVICE COMPANY |
| | (Registrant) |
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| Dated: February 25, 2022 | | By: /s/ Theodore N. Geisler |
| | Theodore N. Geisler |
| | Senior Vice President and |
| | Chief Financial Officer |
