5-20-15DW-AnnualMeetingResults


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):    May 20, 2015

Commission File Number
 
Exact Name of Registrant as Specified in Charter; State of Incorporation;
Address and Telephone Number
 
IRS Employer
Identification Number
 
 
 
 
 
1-8962
 
Pinnacle West Capital Corporation
(an Arizona corporation)
400 North Fifth Street, P.O. Box 53999
Phoenix, AZ 85072-3999
(602) 250-1000
 
86-0512431

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))





Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 20, 2015, at the Annual Meeting of Shareholders, the following items set forth in our Proxy Statement were voted upon:

Item 1. The nominees listed below were elected directors with the respective votes set forth opposite their names:

 
NUMBER OF VOTES
 
FOR
 
WITHHELD
 
BROKER NON-VOTES
Donald E. Brandt
78,039,121
 
4,413,430
 
10,773,973
Denis A. Cortese, M.D.
81,246,946
 
1,205,580
 
10,773,973
Richard P. Fox
81,341,723
 
1,110,828
 
10,773,973
Michael L. Gallagher
74,713,361
 
7,739,190
 
10,773,973
Roy A Herberger, Jr., Ph.D.
79,627,221
 
2,825,162
 
10,773,973
Dale E. Klein, Ph.D.
81,789,324
 
662,949
 
10,773,973
Humberto S. Lopez
79,902,279
 
2,550,247
 
10,773,973
Kathryn L. Munro
78,601,196
 
3,851,250
 
10,773,973
Bruce J. Nordstrom
80,216,728
 
2,235,630
 
10,773,973
David P. Wagener
81,783,164
 
669,194
 
10,773,973

Item 2. The advisory resolution to approve executive compensation, as disclosed in the 2015 Proxy Statement, was approved, with the following votes cast:

NUMBER OF VOTES
FOR
 
AGAINST
 
ABSTENTIONS
 
BROKER NON-VOTES
68,868,727
 
13,110,570
 
473,254
 
10,773,973

Item 3. The appointment of Deloitte & Touche LLP as independent accountants for 2015 was ratified, with the following votes cast:

NUMBER OF VOTES
FOR
 
AGAINST
 
ABSTENTIONS
 
BROKER NON-VOTES
91,833,592
 
1,001,266
 
391,666
 
0








Item 4. A shareholder proposal regarding a lobbying report, was not approved, with the following votes cast:

NUMBER OF VOTES
FOR
 
AGAINST
 
ABSTENTIONS
 
BROKER NON-VOTES
23,280,024
 
52,367,617
 
6,804,910
 
10,773,973










SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

                        
 
 
PINNACLE WEST CAPITAL CORPORATION
 
 
(Registrant)
 
 
 
Dated: May 27, 2015
 
By: /s/ James R. Hatfield            
 
 
James R. Hatfield
 
 
Executive Vice President and
 
 
Chief Financial Officer