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

On May 19, 2021, at the Annual Meeting of Shareholders, the shareholders of Pinnacle West Capital Corporation (the "Company") approved the Pinnacle West Capital Corporation 2021 Long-Term Incentive Plan (the "2021 Plan"). A summary of the 2021 Plan's principal provisions is set forth in the 2021 Proxy Statement dated April 1, 2021 (the "Proxy Statement"), which was filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934 in the section entitled "Proposal 3 - Approval of the Pinnacle West Capital Corporation 2021 Long-Term Incentive Plan", which section is attached to this Form 8-K as Exhibit 99.1 and incorporated into this Form 8-K by reference. The description is qualified in its entirety by reference to the 2021 Plan attached to the Proxy Statement as Appendix A.

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

On May 19, 2021, at the Annual Meeting of Shareholders of the Company, 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-VOTE
         Glynis A. Bryan              89,750,005       1,940,557          8,593,341
         Denis A. Cortese, M.D.       88,700,686       2,989,876          8,593,341
         Richard P. Fox               86,820,285       4,870,277          8,593,341
         Jeffrey B. Guldner           86,050,737       5,639,825          8,593,341
         Dale E. Klein, Ph.D.         90,204,416       1,486,146          8,593,341
         Kathryn L. Munro             76,586,331       15,104,231         8,593,341
         Bruce J. Nordstrom           87,097,827       4,592,735          8,593,341
         Paula J. Sims                90,258,183       1,432,379          8,593,341
         William H. Spence            90,487,145       1,203,417          8,593,341
         James E. Trevathan, Jr.      89,723,144       1,967,418          8,593,341
         David P. Wagener             90,177,146       1,513,416          8,593,341

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



                                NUMBER OF VOTES

                      FOR            AGAINST        ABSTAIN       BROKER NON-VOTE
                   85,845,157       5,332,150       513,255          8,593,341

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Item 3. The 2021 Plan was approved, with the following votes cast:



                                NUMBER OF VOTES

                      FOR            AGAINST        ABSTAIN       BROKER NON-VOTE
                   83,820,805       7,590,171       279,586          8,593,341

Item 4. The appointment of Deloitte & Touche LLP as independent accountant for the year ending December 31, 2021 was ratified, with the following votes cast:



                                NUMBER OF VOTES

                              FOR            AGAINST        ABSTAIN
                           96,260,977       3,853,141       169,785

Item 7.01. Regulation FD Disclosure.

On May 19, 2021, the Board of Directors of Arizona Public Service Company ("APS") appointed Jeffrey B. Guldner as President of APS, effective upon Daniel T. Froetscher's retirement on August 13, 2021.

Also on May 19, 2021, the Board of Directors of APS appointed Jacob Tetlow as Executive Vice President, Operations of APS, effective immediately.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

    Exhibit No.     Registrant(s)                          Description

       99.1         Pinnacle West Capital Corporation        Excerpt from the Proxy Statement
                    Arizona Public Service Company

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