Current Report — Form 8-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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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)
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))
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
Name of each exchange on which registered
iThe 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. ¨
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.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Director
On February 26, 2021, the Board of Directors of Pinnacle West Capital Corporation ("Pinnacle West") expanded the number of Directors on the Pinnacle West Board of Directors by one and elected Mr. William H. Spence as a Director. Mr. Spence’s initial term will extend until the Pinnacle West 2021 Annual Meeting of Shareholders on May 19, 2021 (the “2021 Annual Meeting of Shareholders”). The Board of Directors of Arizona Public Service Company (“APS”), the principal subsidiary of Pinnacle West, also elected Mr. Spence to the APS Board of Directors. Mr.
Spence has been appointed to the Finance Committee, Human Resources Committee and Nuclear and Operating Committee of Pinnacle West. Mr. Spence will participate in the compensation arrangements for non-employee directors described on page 46 of the Pinnacle West Proxy Statement for its Annual Meeting of Shareholders held on May 20, 2020, except the annual retainer and equity grant will be prorated to reflect his service from the date of his election until the 2021 Annual Meeting of Shareholders.