What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-25 compared with 2021-02-24 · 118 added, 38 removed, 914 unchanged (15% of the section changed)

11 unchanged sentences

Reference is made to “Report of Independent Registered Public Accounting Firm” in Item 8 of this report and “Report of Independent Registered Public Accounting Firm” in Item 8 of this report on the internal control over financial reporting of Pinnacle West Capital Corporation and Arizona Public Service Company, respectively.

(d) Changes In Internal Control Over Financial Reporting

1 unchanged sentence

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS

9 unchanged sentences

AND RELATED STOCKHOLDER MATTERS

Reference is hereby made to “Ownership of Pinnacle West Stock” and “Existing Equity Compensation Plans” in the 2021 Proxy Statement.

Reference is hereby made to “Ownership of Pinnacle West Stock” in the 2022 Proxy Statement.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information as of December 31, 2021, with respect to the the 2021 Plan, 2012 Plan, the 2007 Plan, under which our equity securities are outstanding or currently authorized for issuance.

Equity Compensation Plan Information

Plan Category Number of

securities to be

options, warrants

average exercise price

of outstanding

securities remaining

available for future

issuance under

compensation plans

securities reflected

in column (a))

Equity compensation plans approved by security holders 1,243,225 — 1,241,996

Equity compensation plans not approved by security holders — — —

Total 1,243,225 — 1,241,996

(a) This amount includes shares subject to outstanding performance share awards and restricted stock unit awards at the maximum amount of shares issuable under such awards.

However, payout of the performance share awards is contingent on the Company reaching certain levels of performance during a three-year performance period.

If the performance criteria for these awards are not fully satisfied, the award recipient will receive less than the maximum number of shares available under these grants and may receive nothing from these grants.

(b) The weighted-average exercise price in this column does not take performance share awards or restricted stock unit awards into account, as those awards have no exercise price.

(c) Awards under the 2021 Plan can take the form of options, stock appreciation rights, restricted stock, performance shares, performance share units, performance cash, stock grants, stock units, dividend equivalents, and restricted stock units.

Additional shares cannot be awarded under the 2012 Plan and the 2007 Plan.

However, if an award under the 2012 Plan or the 2007 Plan is forfeited, terminated or canceled or expires, the shares subject to such award, to the extent of the forfeiture, termination, cancellation, or expiration, may be added back to the shares available for issuance under the 2021 Plan.

Equity Compensation Plans Approved By Security Holders

Amounts in column (a) in the table above include shares subject to awards outstanding under three equity compensation plans that were previously approved by our shareholders:

(a) the 2007 Plan, which was approved by our shareholders at our 2007 annual meeting of shareholders and under which no new stock awards may be granted;

(b) the 2012 Plan, as amended, which was approved by our shareholders at our 2012 annual meeting of shareholders and the first amendment to the 2012 Plan was approved by our shareholders at our 2017 annual meeting of shareholders and under which no new stock awards may be granted;

and (c) the 2021 Plan which was approved by our shareholders at our 2021 annual meeting of shareholders.

See Note 15 of the Notes to Consolidated Financial Statements for additional information regarding these plans.

Equity Compensation Plans Not Approved by Security Holders

The Company does not have any equity compensation plans under which shares can be issued that have not been approved by the shareholders.

CERTAIN RELATIONSHIPS AND RELATED

139 unchanged sentences

1-8962 and 1-4473 9/11/2020

4.6s Pinnacle West

APS Twenty-Eighth Supplemental Indenture dated as of August 16, 2021

4.1 to Pinnacle West/APS August 16, 2021 Form 8-K Report, File Nos.

1-8962 and 1-4473 8/16/2021

4.7 Pinnacle West Second Amended and Restated Pinnacle West Capital Corporation Investors Advantage Plan dated as of June 23, 2004

21 unchanged sentences

1-4473 3/30/1995

Registrant(s) Description Previously Filed as Exhibit:

10.1.1b Pinnacle West

3 unchanged sentences

1-4473 3/30/1995

Registrant(s) Description Previously Filed as Exhibit:

10.1.1c Pinnacle West

44 unchanged sentences

1-4473 3/30/1993

Registrant(s) Description Previously Filed as Exhibit:

10.1.2b Pinnacle West

3 unchanged sentences

1-4473 3/30/1995

Registrant(s) Description Previously Filed as Exhibit:

10.1.2c Pinnacle West

47 unchanged sentences

1-8962 3/14/2001

Registrant(s) Description Previously Filed as Exhibit:

Pinnacle West

1 unchanged sentence

1-4473 8/13/1986

Registrant(s) Description Previously Filed as Exhibit:

Pinnacle West

68 unchanged sentences

Pinnacle West

APS Transition and Separation Agreement between Pinnacle West/APS and James R.

10.1 to Pinnacle West/APS August 24, 2021 form 8-K;

1-8962 and 1-4473 8/24/2021

Pinnacle West

APS Offer of Employment Letter dated July 19, 2018 between Pinnacle West and Robert E.

7 unchanged sentences

APS Discretionary Credit Award Agreement dated June 19, 2019 between Pinnacle West and Theodore Geisler

10.4.4 to Pinnacle West/APS 2020 Form 10-K Report, File Nos.

1-8962 and 1-4473 2/24/2021

Registrant(s) Description Previously Filed as Exhibit:

Pinnacle West

APS Retention Agreement dated December 19, 2008 between APS and Maria Lacal

Registrant(s) Description Previously Filed as Exhibit:

10.4.5a to Pinnacle West/APS 2021 Form 10-K Report, File Nos.

1-8962 and 1-4473 2/24/2021

Pinnacle West

APS First Amendment to the Retention Agreement dated May 24, 2011 between APS and Maria Lacal

10.4.5b to Pinnacle West/APS 2021 Form 10-K Report, File Nos.

1-8962 and 1-4473 2/24/2021

Pinnacle West

APS Medical Retention Agreement dated October 31, 2014 between APS and Maria Lacal

10.4.6 to Pinnacle West/APS 2021 Form 10-K Report, File Nos.

1-8962 and 1-4473 2/24/2021

Pinnacle West

APS Discretionary Credit Award Agreement dated October 31, 2014 between APS and Maria Lacal

10.4.7 to Pinnacle West/APS 2021 Form 10-K Report, File Nos.

1-8962 and 1-4473 2/24/2021

Pinnacle West

APS Discretionary Credit Award Agreement dated September 29, 2016 between APS and Maria Lacal

10.4.8 to Pinnacle West/APS 2021 Form 10-K Report, File Nos.

1-8962 and 1-4473 2/24/2021

Pinnacle West

18 unchanged sentences

1-8962 and 1-4473 2/22/2013

Pinnacle West

APS Form of Key Executive Employment and Severance Agreement between Pinnacle West and certain officers of Pinnacle West and its subsidiaries

10.4 to Pinnacle West/APS June 30, 2021 Form 10-Q Report, File Nos.

1-8962 and 1-4473 8/5/2021

Pinnacle West Pinnacle West Capital Corporation 2007 Long-Term Incentive Plan

8 unchanged sentences

1-8962 and 1-4473 5/5/2009

Registrant(s) Description Previously Filed as Exhibit:

Pinnacle West Form of Performance Share Agreement under the Pinnacle West Capital Corporation 2007 Long-Term Incentive Plan

4 unchanged sentences

1-8962 8/3/2010

Registrant(s) Description Previously Filed as Exhibit:

Pinnacle West Form of Performance Share Agreement under the Pinnacle West Capital Corporation 2007 Long-Term Incentive Plan

31 unchanged sentences

1-8962 and 1-4473 2/21/2014

Registrant(s) Description Previously Filed as Exhibit:

Pinnacle West Form of Performance Share Award Agreement under the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan

4 unchanged sentences

1-8962 and 1-4473 2/24/2017

Registrant(s) Description Previously Filed as Exhibit:

Pinnacle West Form of Performance Share Award Agreement under the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan

11 unchanged sentences

Pinnacle West Form of Performance Share Award Agreement under the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan

10.6.5k to Pinnacle West/APS 2020 Form 10-K Report, File Nos.

1-8962 and 1-4473 2/24/2021

Pinnacle West Form of Performance Share Award Agreement under the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan

10.6.5l to Pinnacle West/APS 2020 Form 10-K Report, File Nos.

1-8962 and 1-4473 2/24/2021

Pinnacle West

APS Pinnacle West Capital Corporation 20 21 Long-Term Incentive Plan

Appendix A to the Proxy Statement for Pinnacle West’s 2021 Annual Meeting of Shareholders, File No.

1-8962 4/01/2021

Pinnacle West Form of Restricted Stock Unit Award Agreement under the Pinnacle West Capital Corporation 2021 Long-Term Incentive Plan

Pinnacle West Form of Performance Share Award Agreement under the Pinnacle West Capital Corporation 2021 Long-Term Incentive Plan

Registrant(s) Description Previously Filed as Exhibit:

Pinnacle West Form of Performance Share Award Agreement under the Pinnacle West Capital Corporation 2021 Long-Term Incentive Plan

Pinnacle West Master Amendment to Performance Share Agreements

27 unchanged sentences

1-8962 and 1-4473 4/29/2011

Registrant(s) Description Previously Filed as Exhibit:

10.7.2 Pinnacle West

12 unchanged sentences

1-8962 7/25/1985

Registrant(s) Description Previously Filed as Exhibit:

10.7.4 Pinnacle West

3 unchanged sentences

1-8962 and 1-4473 8/3/2018

10.7.4a 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

10.5 to Pinnacle West/APS June 30, 2021 Form 10-Q Report, File Nos.

1-8962 and 1-4473 8/5/2021

10.8.1 Pinnacle West

28 unchanged sentences

1-8962 and 1-4473 3/13/2006

Registrant(s) Description Previously Filed as Exhibit:

10.9.1 Pinnacle West

APS ANPP Participation Agreement, dated August 23, 1973, among APS, SRP, SCE, Public Service Company of New Mexico, El Paso, Southern California Public Power Authority, and Department of Water and Power of the City of Los Angeles, and amendments 1-12 thereto 10.

1 to APS’s 1988 Form 10-K Report, File No.

1-4473 3/8/1989

Registrant(s) Description Previously Filed as Exhibit:

10.9.1a Pinnacle West

28 unchanged sentences

1-4473 3/29/1996

Registrant(s) Description Previously Filed as Exhibit:

10.10.3 Pinnacle West

2 unchanged sentences

1-4473 3/29/1996

Registrant(s) Description Previously Filed as Exhibit:

10.10.4 Pinnacle West

10 unchanged sentences

1-8962 and 1-4473 5/1/2019

10.11.2 Pinnacle West Five-Year Credit Agreement dated as of July 12, 2018, among Pinnacle West, as Borrower, Barclays Bank PLC, as Agent and Issuing Bank, and the lenders and other parties thereto

10.11.2 Pinnacle West Amended and Restated Five-Year Credit Agreements dated as of May 28, 2021, among Pinnacle West, as Borrower, Barclays Bank PLC, as Agent and Issuing Bank, and the lenders and other parties thereto

10.1 to Pinnacle West/APS June 30, 2021 Form 10-Q Report, File Nos.

1-8962 and 1-4473 8/5/2021

10.11.3 Pinnacle West 364-Day Term Loan, dated as of May 5, 2020, among Pinnacle West, as Borrower, PNC Bank, National Association, as Agent

10.2 to Pinnacle West/APS March 31, 2020 Form 10-Q Report, File Nos.

1-8962 and 1-4473 5/8/2020

10.11.3 Pinnacle West

APS Five-Year Credit Agreement dated as of June 29, 2017 among APS, as Borrower, Barclays Bank PLC, as Agent and Issuing Bank, and the lenders and other parties thereto

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

10.2 to Pinnacle West/APS June 30, 2021 Form 10-Q Report, File Nos.

1-8962 and 1-4473 8/5/2021

10.11.4a Pinnacle West

APS Amendment No.

1, dated July 13, 2018, to Five-Year Credit Agreement dated as of June 29, 2017, among APS, as Borrower, Barclays Bank PLC, as Agent and Issuing Bank, and the lenders and other parties thereto

10.11.4a to Pinnacle West/APS June 30, 2018 Form 10-Q Report, File Nos.

1-8962 and 1-4473 8/3/2018

10.11.4 Pinnacle West

APS Five-Year Credit Agreement dated as of July 12, 2018 among APS, as Borrower, Barclays Bank PLC, as Agent and Issuing Bank, and the lenders and other parties thereto

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

10.3 to Pinnacle West/APS June 30, 2021 Form 10-Q Report, File Nos.

4 unchanged sentences

33-9480 10/24/1986

Registrant(s) Description Previously Filed as Exhibit:

Pinnacle West

4 unchanged sentences

1-4473 12/4/1986

Registrant(s) Description Previously Filed as Exhibit:

Pinnacle West

24 unchanged sentences

1-4473 1/20/1987

Registrant(s) Description Previously Filed as Exhibit:

10.12.2a Pinnacle West

4 unchanged sentences

1-4473 8/24/1987

Registrant(s) Description Previously Filed as Exhibit:

10.12.2b Pinnacle West

9 unchanged sentences

1-8962 and 1-4473 7/31/2014

10.12.2d Pinnacle West

APS Amendment No.

4, dated April 1, 2021, to Facility Lease, dated as of December 15, 1986, between U.S.

Bank National Association, successor to State Street Bank and Trust Company, as successor to the First National Bank of Boston, as Lessor, and APS, as Lessee

10.1 to Pinnacle West/APS March 31, 2021 Form 10-Q Report, File Nos.

1-8962 and 1-4473 5/5/2021

10.13.1 Pinnacle West

21 unchanged sentences

2-96386 3/13/1985

Registrant(s) Description Previously Filed as Exhibit:

10.15.1 Pinnacle West

2 unchanged sentences

1-4473 5/15/1998

Registrant(s) Description Previously Filed as Exhibit:

10.15.2 Pinnacle West

36 unchanged sentences

Geisler, Chief Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended

Registrant(s) Description Previously Filed as Exhibit:

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

Registrant(s) Description Previously Filed as Exhibit:

APS Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C.

98 unchanged sentences

a Reports filed under File No.

1-4473 and 1-8962 were filed in the office of the Securities and Exchange Commission located in Washington, D.C.

1-4473 and 1-8962 were filed in the office of the SEC located in Washington, D.C.

b Management contract or compensatory plan or arrangement to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.

4 unchanged sentences

e Furnished herewith as an Exhibit.

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

33 unchanged sentences

Klein, Ph.D.)

/s/ Humberto S.

Lopez Director February 24, 2021

/s/ Kathryn L.

2 unchanged sentences

Sims Director February 25, 2022

Trevathan Director February 24, 2021

/s/ William H.

Spence Director February 25, 2022

Trevathan, Jr.

Director February 25, 2022

Trevathan, Jr.)

Wagener Director February 25, 2022

4 unchanged sentences

Guldner, Chairman of

the Board of Directors and

the Board of Directors, President and

Chief Executive Officer)

8 unchanged sentences

Guldner, Chairman and Director

of the Board of Directors and

of the Board of Directors, President and

Chief Executive Officer)

15 unchanged sentences

Fox Director February 25, 2022

Director February 24, 2021

Klein Director February 25, 2022

Klein, Ph.D.)

/s/ Humberto S.

Lopez Director February 24, 2021

/s/ Kathryn L.

2 unchanged sentences

Sims Director February 25, 2022

Trevathan Director February 24, 2021

/s/ William H.

Spence Director February 25, 2022

Director February 25, 2022

Trevathan, Jr.

Trevathan, Jr.)

Wagener Director February 25, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures