Pinnacle West Capital (PNW) Proxy filing summary

Executive summary

• Arizona's largest electric utility, serving 1.4 million customers with a $30B asset base and 6.3GW capacity as of December 31, 2025.

• Capital plan of $10.35B for 2025-2028 targets reliability and growth, with investments in generation, transmission, and distribution.

• Customer rates have increased at a rate below inflation from 2018-2025, with ongoing focus on affordability and innovative customer programs.

• Strong employee engagement, low turnover, and robust community support, including $10.7M in philanthropy and significant volunteer hours.

• Forward-looking statements highlight risks from regulatory, environmental, technological, and economic factors.

Voting matters and shareholder proposals

• Election of ten directors to serve until the 2027 Annual Meeting.

• Advisory vote to approve executive compensation.

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Ten of eleven directors are independent; independent Lead Director role with defined responsibilities.

• Annual elections with cumulative voting; robust board refreshment and retirement policy.

• Board oversight includes strategy, risk, CEO performance, and succession planning.

• No poison pill, no supermajority provisions, and proxy access for shareholders.