Item 5. Other Information
Item 5. OTHER INFORMATION
In July and August 2021, the Company entered into an amended Key Executive Employment and Severance Agreements (“KEESA”) with Ms. Maria Lacal, Executive Vice President and Chief Nuclear Officer of Palo Verde Generating Station, APS, Mr. Theodore Geisler, Senior Vice President and Chief Financial Officer of Pinnacle West and APS, and Mr. Robert E. Smith, Executive Vice President General Counsel and Chief Development Officer of Pinnacle West and APS and other select officers. The KEESA was amended to better align it with current market practice, including adding the following provisions: (i) providing for a Section 280G “net better” cutback provision; and (ii) providing for the severance benefits to also apply in the event of certain involuntary terminations that occur within six months prior to a Change of Control (as defined in the KEESA). The foregoing description of the terms of the KEESA does not purport to be complete, and is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 10.4 to this Form 10-Q, and incorporated herein by reference.
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Item 6. EXHIBITS
(a) Exhibits
Exhibit No. Registrant(s) Description
10.1 Pinnacle West Amended and Restated Five-Year Credit Agreement dated as of May 28, 2021, among Pinnacle West, as Borrower, Barclays Bank PLC, as Agent, Co-Sustainability Structuring Agent and Issuing Bank, and the lenders and other parties thereto
10.2 Pinnacle West APS Amended and Restated Five-Year Credit Agreement dated as of May 28, 2021, among APS, as Borrower, Barclays Bank PLC, as Agent, Co-Sustainability Structuring Agent and Issuing Bank, and the lenders and other parties thereto
10.3 Pinnacle West APS Five-Year Credit Agreement dated as of May 28, 2021, among APS, as Borrower, Barclays Bank PLC, as Agent, Co-Sustainability Structuring Agent and Issuing Bank, and the lenders and other parties thereto
10.4 Pinnacle West APS Key Executive Employment and Severance Agreement between Pinnacle West and certain executive officers of Pinnacle West and its subsidiaries
10.5 Pinnacle West APS Four Corners Project Co-Tenancy Agreement, conformed copy up through and including Amendment No. 13, dated June 25, 2021, among APS, Public Service Company of New Mexico, SRP, Tucson Electric Power Company and Navajo Transitional Energy Company, LLC
31.1 Pinnacle West Certificate of Jeffrey B. Guldner, Chief Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
31.2 Pinnacle West Certificate of Theodore N. Geisler, Chief Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
31.3 APS Certificate of Jeffrey B. Guldner, Chief Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
31.4 APS Certificate of Theodore N. Geisler, Chief Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
32.1* Pinnacle West Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2* APS Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS Pinnacle West
APS
XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
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101.SCH Pinnacle West
APS
XBRL Taxonomy Extension Schema Document
101.CAL Pinnacle West
APS
XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB Pinnacle West
APS
XBRL Taxonomy Extension Label Linkbase Document
101.PRE Pinnacle West
APS
XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF Pinnacle West
APS
XBRL Taxonomy Definition Linkbase Document
104 Pinnacle West
APS
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
________________________________
*Furnished herewith as an Exhibit.
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In addition, Pinnacle West and APS hereby incorporate the following Exhibits pursuant to Exchange Act Rule 12b-32 and Regulation §229.10(d) by reference to the filings set forth below:
Exhibit No. Registrant(s) Description Previously Filed as Exhibit(1) Date Filed
3.1 Pinnacle West Pinnacle West Capital Corporation Bylaws, amended as of February 19, 2020
3.1 to Pinnacle West/APS February 25, 2020 Form 8-K Report, File Nos. 1-8962 and 1-4473 2/25/2020
3.2 Pinnacle West Articles of Incorporation, restated as of May 21, 2008
3.1 to Pinnacle West/APS June 30, 2008 Form 10-Q Report, File Nos. 1-8962 and 1-4473 8/7/2008
3.3 APS Articles of Incorporation, restated as of May 25, 1988 4.2 to APS’s Form S-3 Registration Nos. 33-33910 and 33-55248 by means of September 24, 1993 Form 8-K Report, File No. 1-4473 9/29/1993
3.4 APS Amendment to the Articles of Incorporation of Arizona Public Service Company, amended May 16, 2012
3.1 to Pinnacle West/APS May 22, 2012 Form 8-K Report, File Nos. 1-8962 and 1-4473 5/22/2012
3.5 APS Arizona Public Service Company Bylaws, amended as of December 16, 2008
3.4 to Pinnacle West/APS December 31, 2008 Form 10-K, File Nos. 1-8962 and 1-4473 2/20/2009
_______________________________
(1) Reports filed under File Nos. 1-4473 and 1-8962 were filed in the office of the Securities and Exchange Commission located in Washington, D.C.
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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 thereunto duly authorized.
PINNACLE WEST CAPITAL CORPORATION
(Registrant)
Dated: August 5, 2021 By: /s/ Theodore N. Geisler
Theodore N. Geisler
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer and
Officer Duly Authorized to sign this Report)
ARIZONA PUBLIC SERVICE COMPANY
(Registrant)
Dated: August 5, 2021 By: /s/ Theodore N. Geisler
Theodore N. Geisler
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer and
Officer Duly Authorized to sign this Report)
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