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Arizona Public Service (PNW)

Filed: 16 Dec 21, 4:51pm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549 
 
FORM 8-K 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):December 14, 2021
Commission File
Number
 Exact Name of Each Registrant as specified in its
charter; State of Incorporation; Address; and
Telephone Number
IRS Employer
Identification No.
1-8962 PINNACLE WEST CAPITAL CORPORATION86-0512431
(an Arizona corporation)
400 North Fifth Street, P.O. Box 53999
PhoenixArizona85072-3999
(602)250-1000
1-4473 ARIZONA PUBLIC SERVICE COMPANY86-0011170
(an Arizona corporation)
400 North Fifth Street, P.O. Box 53999
PhoenixArizona85072-3999
(602)250-1000

Check 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)
Soliciting 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))
Pre-commencement 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 classTrading Symbol(s)Name of each exchange on which registered
Common StockPNWThe 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.








Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 14, 2021, the Human Resources Committee (the “Committee”) of the Pinnacle West Capital Corporation (“Pinnacle West”) Board of Directors (the “Board”) approved the portion of the Arizona Public Service Company ("APS") 2022 Annual Incentive Award Plan (the “APS Plan”) that provides an incentive award opportunity for Jeffrey B. Guldner, Chairman of the Board, President and Chief Executive Officer of Pinnacle West and APS. On December 15, 2021, the Board, acting on the recommendation of the Committee, approved the portion of the APS Plan that includes an incentive award opportunity for Theodore N. Geisler, Senior Vice President and Chief Financial Officer of Pinnacle West and APS and Robert E. Smith, Executive Vice President, General Counsel and Chief Development Officer of Pinnacle West and APS and the APS 2022 Annual Incentive Award Plan for Palo Verde Employees (the “Palo Verde Plan”), which includes an incentive award opportunity for Maria L. Lacal, Executive Vice President and Chief Nuclear Officer of Palo Verde Generating Station, APS.

No incentive payments will be awarded under the APS Plan unless Pinnacle West, with respect to Mr. Guldner, or APS, with respect to Messrs. Geisler and Smith, each achieves a specified threshold earnings level. The award opportunities for Mr. Guldner under the APS Plan are based on the achievement of specified 2022 Pinnacle West earnings levels and specified business unit performance goals. Mr. Guldner has a target award opportunity of up to 115% of his base salary. Mr. Guldner may earn less or more than the target amount, up to a maximum award opportunity of 230% of base salary, depending on the achievement of the earnings and business unit performance goals separately or in combination, and before adjustment for individual performance. The business unit performance indicators for Mr. Guldner are in the functional areas of customer experience, corporate resources, generation (non-nuclear), transmission and distribution, and performance of the Palo Verde Generating Station.

The award opportunities for Messrs. Geisler and Smith under the APS Plan are based on the achievement of specified 2022 APS earnings levels and specified business unit performance goals. Mr. Geisler has a target award opportunity of up to 70% of his base salary, and Mr. Smith has a target award opportunity of up to 75% of his base salary. Messrs. Geisler and Smith may earn less or more than the target amount, up to a maximum award opportunity of 140% for Mr. Geisler, and 150% for Mr. Smith, depending on the achievement of the earnings and business unit performance goals separately or in combination, and before adjustment for individual performance. The business unit performance indicators that will be considered for Messrs. Geisler and Smith are derived from the APS areas of focus of culture, reliability, customer centric and affordability, as provided in its APS Promise.

The award opportunity for Ms. Lacal under the Palo Verde Plan is based on the achievement of specified 2022 APS earnings levels and specified business unit performance goals. No incentive payment will be awarded to Ms. Lacal under the APS earnings portion of the Palo Verde Plan unless Palo Verde achieves specified business unit performance goals and APS achieves a target threshold earnings level. The business unit performance indicators for Ms. Lacal under the Palo Verde Plan are derived from the APS areas of focus of culture, reliability, customer centric and affordability, as provided in its APS Promise. Ms. Lacal has a target of 75% of her base salary, and up to a maximum of 150% of her base salary, depending on the achievement of the earnings and business unit performance goals, separately or in combination, and before adjustment for individual performance.

The Committee may adjust targets or incentive results under the APS Plan and Palo Verde Plan to reflect unanticipated events or unusual or nonrecurring adjustments to Pinnacle West or APS earnings (as applicable) that arise in the APS Plan year, including without limitation, Arizona Corporation Commission rate-related
impacts on earnings. Any awards for Messrs. Guldner, Geisler and Smith and Ms. Lacal are subject to potential forfeiture or recovery in accordance with Pinnacle West’s Clawback Policy.







SIGNATURES


    Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PINNACLE WEST CAPITAL CORPORATION
(Registrant)
Dated: December 16, 2021By: /s/ Theodore N. Geisler            
Theodore N. Geisler
Senior Vice President and
Chief Financial Officer
ARIZONA PUBLIC SERVICE COMPANY
(Registrant)
Dated: December 16, 2021By: /s/ Theodore N. Geisler            
Theodore N. Geisler
Senior Vice President and
Chief Financial Officer