Pinnacle West Capital (PNW) Proxy filing summary

Executive summary

• Achieved strong financial performance in 2025, with earnings of $5.05 per diluted share and a 14th consecutive annual dividend increase.

• Executed the largest annual capital plan in company history, with plans to invest over $2.5 billion annually through 2028 for grid reliability and growth.

• Navigated record energy demand during Arizona’s third-hottest summer, setting new peak demand records and maintaining top-tier reliability.

• Enhanced talent development with new leadership frameworks and received top employer and corporate philanthropy recognitions.

• Supported over 85,000 limited-income customers with $56.2 million in bill discounts and provided $12.8 million in additional assistance.

Voting matters and shareholder proposals

• Shareholders will vote to elect ten directors for one-year terms, approve executive compensation on an advisory basis, and ratify Deloitte & Touche LLP as the independent auditor for 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board comprises ten nominees, nine of whom are independent, with an average tenure of 5.4 years.

• Lead Independent Director role is robust, and all committees are composed of independent directors.

• Board succession planning and refreshment have reduced average tenure from 12.3 years in 2016 to 4.6 years in 2026.

• Annual board and committee evaluations, director retirement policy, and comprehensive onboarding and education programs are in place.