🧾 What This Document Is

This is a DEF 14A, also known as a Proxy Statement. It's a formal document sent to shareholders before an annual meeting. Its main job is to give shareholders the information they need to vote on important company matters.

👉 In simple terms: Think of it as the company's "annual report card and to-do list" for its owners (the shareholders). It tells you what you'll be voting on, who is on the board, how the top bosses are paid, and how the company performed.

Why it matters: Your vote as a shareholder gives you a say in how the company is run. This document explains what you're voting on so you can make an informed choice.

What to expect: The 2026 Annual Meeting will be held online on Thursday, May 14, 2026, at 1:30 p.m. Eastern Time. You can vote in advance by internet, phone, or mail.

🏢 What The Company Does

Pinnacle West Capital Corporation is the parent company of Arizona Public Service (APS), Arizona's largest electric utility.

👉 In simple terms: They generate and deliver electricity to homes and businesses across Arizona. Their mission is to provide safe, reliable, and affordable energy while navigating a period of huge growth in the state.

Their Priorities:

Grid Expansion: Building more infrastructure to meet skyrocketing energy demand from population growth, data centers, and new manufacturing.
Financial Health: Getting regulatory approval to recover the costs of these big investments in a timely way (fighting "regulatory lag").
Talent Development: Attracting and keeping skilled employees to manage this growth and change.

💰 Financial & Operational Highlights (2025)

The company had a strong year, exceeding its own initial expectations.

Earnings: Achieved $5.05 per diluted share for the year.
Dividend: Increased the shareholder dividend for the 14th consecutive year.
Capital Investment: Executed its largest annual capital plan in APS history, planning to invest more than $2.5 billion annually through 2028.
Record Demand: Served customers during Arizona's third-hottest summer, setting a new all-time peak demand record of 8,648 megawatts on August 7, 2025.
Reliability: Placed in the top quartile nationally for reliability.

🚀 Key Moves & Strategy

The company is taking major actions to prepare for the future.

Big Rate Case: Filed a major request with the Arizona Corporation Commission in June 2025. They're asking for a $580 million revenue increase and a new formula-based rate system (FRAM) to make rate changes more gradual and predictable, helping to address "regulatory lag."
New Power Plants: Announced plans to add up to 2,000 MW (2 gigawatts) of new natural gas generation to support reliability for both existing and new large commercial customers.
Secured Fuel: Made a key deal to be the "anchor shipper" for the Transwestern Pipeline’s Desert Southwest expansion, ensuring a reliable natural gas supply for its power plants.
Clean Energy Goal: Updated its goal to an aspirational target of carbon neutrality by 2050. Its current energy mix is about 58% clean and carbon-free.

📦 Board of Directors & Governance

The board provides oversight and represents shareholder interests.

Structure: The board has 11 members, 10 of whom are independent. The average tenure for independent directors is 5.4 years.
Leadership Change: In April 2025, Theodore N. Geisler was appointed Chairman, President, and CEO.
Key Departure: Director Richard P. Fox will retire after 12 years of service.
Risk Oversight: The board actively reviews top risks, which in 2025 included:
- Customer bill pressure
- Data center demand planning
- Arizona utility regulation
- Catastrophic wildfire
- Cybersecurity
- Long-term resource adequacy

👥 Executive Compensation ("Say on Pay")

Shareholders are asked to approve, on an advisory basis, the compensation of the company's named executive officers.

Philosophy: The program is designed to "pay for performance." A significant portion of executive pay is "at risk," meaning it depends on the company hitting financial and strategic goals, which aligns executive interests with those of shareholders.

📅 What Shareholders Are Voting On

At the May 14, 2026 Annual Meeting, you will vote on three proposals:

Election of Directors: Vote to approve all 10 director nominees listed (pages 33-45).
Advisory Vote on Executive Compensation: Vote to approve the company's executive pay program (page 48).
Ratification of Auditors: Vote to approve the appointment of Deloitte & Touche LLP as the company's independent accounting firm for 2026 (page 103).

The Board's Recommendation: The Board of Directors recommends a vote FOR all three proposals.

⚖️ Big Picture: Strengths & Risks

Strengths (👍)

Operates in a high-growth state (Arizona) with increasing energy demand.
Demonstrated operational excellence with strong reliability during record heat.
Clear strategic plan focused on grid investment and regulatory modernization.
Strong governance and active shareholder engagement.

Risks (⚠️)

Regulatory Risk: The outcome of the major 2025 rate case is uncertain and critical to the company's financial health.
Execution Risk: Successfully managing and financing the massive capital investment plan ($2.5B+ annually).
External Pressures: Rising customer bills, wildfire threats, cybersecurity attacks, and supply chain issues.
Resource Adequacy: Ensuring enough power generation is built in time to meet unprecedented new demand.

🧠 The Analogy

Think of Pinnacle West/APS as the operator of Arizona's essential electric highway. They're in a race to massively expand and reinforce this highway because more and more big "factories" (data centers, manufacturers) and "commuters" (residents) are moving to the state. The Proxy Statement is their annual checkpoint where they ask their owners (shareholders) for the tools and approval to keep building, tolls (rates) that cover their costs, and confidence in the new road map they've drawn.

🧩 Final Takeaway

Pinnacle West is executing a high-stakes growth strategy in response to Arizona's boom. The central challenge is financing billions in grid investments while navigating a crucial regulatory rate case. The proxy statement seeks shareholder support for the board and compensation plans that will guide the company through this pivotal period of expansion and transformation.

PINNACLE WEST CAPITAL CORP — DEF 14A Filing