Pinnacle West Capital (PNW) Proxy Filing summary

Executive summary

• Achieved year-end earnings of $5.24 per diluted share, exceeding initial expectations, and executed the largest capital expansion plan in company history.

• 2024 highlights include zero serious injury/fatality incidents, record customer growth, and top quartile reliability during a historic heatwave.

• Palo Verde Generating Station exceeded 30 million MWh net generation for the 16th consecutive year with a 93.7% capacity factor.

• Total shareholder return (TSR) for 2024 was 23.25%, outperforming the EEI Index for the third consecutive year.

• Strategic focus on grid expansion, timely investment recovery, customer experience, and talent development to support Arizona's rapid growth.

Voting matters and shareholder proposals

• Election of eleven directors to serve until the 2026 Annual Meeting.

• Advisory vote to approve executive compensation (say-on-pay).

• Ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Amendment to increase authorized common stock from 150M to 300M shares to support future capital needs.

• Shareholder proposal to remove the one-year holding requirement for calling special meetings; Board recommends voting against.

Board of directors and corporate governance

• Board refreshed with three new directors in 2024; average independent director tenure reduced to 4.4 years.

• Lead Independent Director role with robust responsibilities; 10 of 11 director nominees are independent.

• Annual board, committee, and individual director evaluations; director retirement policy in place.

• Proxy access allows up to 20 shareholders owning 3%+ for 3 years to nominate up to 25% of the board.