Pinnacle West Capital (PNW) Proxy Filing summary

Executive summary

• 2024 saw strong financial and operational performance, including a 23.25% total shareholder return, record-breaking summer reliability, and above-budget earnings per share of $5.24.

• The company executed its largest capital expansion plan, with $9.65 billion in investments planned through 2027 to support Arizona's rapid growth and grid reliability.

• Leadership transitioned to Ted Geisler as Chairman, President, and CEO, with a focus on grid expansion, customer experience, and talent development.

• APS achieved top quartile reliability, improved J.D. Power customer satisfaction, and expanded community engagement and philanthropy.

Voting matters and shareholder proposals

• Shareholders will vote on: election of eleven directors, advisory approval of executive compensation, ratification of Deloitte & Touche LLP as auditor, amendment to increase authorized common stock, and a shareholder proposal to remove the one-year holding requirement for calling special meetings (Board recommends against the latter).

• The Board recommends voting for all management proposals and against the shareholder proposal.

Board of directors and corporate governance

• Ten of eleven director nominees are independent; robust board refreshment and evaluation processes are in place.

• Three new directors joined in 2024, and a director retirement policy ensures ongoing board renewal.

• Lead Independent Director Paula Sims provides strong oversight, and all board committees are composed of independent directors.

• Shareholder rights include annual director elections, cumulative voting, proxy access, and the ability for 15% of shareholders to call a special meeting.