Summary of PINNACLE WEST CAPITAL CORP

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

On May 16, 2012, at the Annual Meeting of Shareholders, the shareholders of Pinnacle West Capital Corporation ("Pinnacle West") approved the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan (the "2012 Plan"). A summary of the 2012 Plan's principal provisions is set forth in the 2012 Proxy Statement dated March 29, 2012 (the "Proxy Statement"), which was filed with the Securities and Exchange Commission (the "SEC") pursuant to Regulation 14A under the Securities Exchange Act of 1934 in the section entitled "Proposal 2 - Approval of the Pinnacle West Capital Corporation 2012 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 2012 Plan attached to the Proxy Statement as Appendix A.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective May 16, 2012, Article Fifth of the Articles of Incorporation of Arizona Public Service Company was amended from allowing the APS Board of Directors to consist of not less than eleven nor more than thirty persons to not less than nine nor more than twenty-one persons. The amended Article Fifth is attached hereto as Exhibit 3.1.

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

On May 16, 2012, 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
                                                         BROKER
                                 FOR       WITHHELD    NON-VOTES
Edward N. Basha, Jr.          75,643,830   2,602,037   12,764,092
Donald E. Brandt              75,874,811   2,371,056   12,764,092
Susan Clark-Johnson           77,565,706     680,161   12,764,092
Denis A. Cortese, M.D.        77,656,244     589,623   12,764,092
Michael L. Gallagher          71,291,675   6,954,192   12,764,092
Roy A Herberger, Jr., Ph.D.   75,686,281   2,559,586   12,764,092
Dale E. Klein, Ph.D           77,671,173     574,694   12,764,092
Humberto S. Lopez             75,739,641   2,506,226   12,764,092
Kathryn L. Munro              75,877,682   2,368,185   12,764,092
Bruce J. Nordstrom            77,281,838     964,029   12,764,092

Item 2. The Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan was
approved, with the following votes cast:

NUMBER OF VOTES

FOR AGAINST ABSTENTIONS BROKER NON-VOTES 74,563,801 3,420,443 261,623 12,764,092

Item 3. The advisory resolution to approve executive compensation, as disclosed
in the 2012 Proxy Statement was approved, with the following votes cast:

NUMBER OF VOTES

FOR AGAINST ABSTENTIONS BROKER NON-VOTES 73,961,618 3,401,417 882,832 12,764,092

Item 4. The appointment of Deloitte & Touche LLP as independent accountants for
2012 was ratified, with the following votes cast:

NUMBER OF VOTES

FOR AGAINST ABSTENTIONS BROKER NON-VOTES 90,017,669 771,563 220,727 N/A

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No.         Registrant(s)                          Description

  3.1     Arizona Public       Amendment to the Articles of Incorporation
          Service Company
 99.1     Pinnacle West        Excerpt from Pinnacle West Capital Corporation 2012
          Capital              Proxy Statement
          Corporation
          Arizona Public
          Service Company