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PNW > SEC Filings for PNW > Form 8-K on 21-May-2013All Recent SEC Filings

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Form 8-K for PINNACLE WEST CAPITAL CORP


21-May-2013

Change in Directors or Principal Officers, Submission of Matters to a


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

On May 15, 2013, the Board of Directors of Arizona Public Service Company ("APS") appointed Donald E. Brandt, its Chairman of the Board and Chief Executive Officer, to the additional position of President of APS. Mr. Brandt is also the Chairman of the Board, President and Chief Executive Officer of Pinnacle West Capital Corporation ("Pinnacle West"), the parent company of APS. Information regarding Mr. Brandt is set forth in our 2013 Proxy Statement.



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

On May 15, 2013, 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
Donald E. Brandt              78,403,650   3,317,158   11,234,194
Susan Clark-Johnson           80,951,534     769,274   11,234,194
Denis A. Cortese, M.D.        81,131,633     589,175   11,234,194
Michael L. Gallagher          73,233,936   8,486,872   11,234,194
Roy A Herberger, Jr., Ph.D.   78,261,178   3,459,630   11,234,194
Dale E. Klein, Ph.D           81,164,158     556,650   11,234,194
Humberto S. Lopez             78,433,351   3,287,458   11,234,194
Kathryn L. Munro              77,822,384   3,898,424   11,234,194
Bruce J. Nordstrom            80,267,068   1,453,740   11,234,194

Item 2. The advisory resolution to approve executive compensation, as disclosed
in the 2013 Proxy Statement, was approved, with the following votes cast:

NUMBER OF VOTES

FOR AGAINST ABSTENTIONS BROKER NON-VOTES
75,118,621 5,480,082 1,122,005 11,234,194

Item 3. The appointment of Deloitte & Touche LLP as independent accountants for
2013 was ratified, with the following votes cast:

NUMBER OF VOTES

FOR AGAINST ABSTENTIONS BROKER NON-VOTES
91,738,776 925,177 291,049 0




Item 8.01 Other Events.

Accounting Matters.

On January 1, 2013, Pinnacle West and APS adopted Accounting Standards Update (ASU) No. 2011-11, Disclosures about Offsetting Assets and Liabilities (ASU 2011-11) and ASU No. 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities (ASU 2013-01), on a retrospective basis. The new guidance requires enhanced disclosures regarding an entity's ability to offset certain instruments on the balance sheet and how offsetting impacts the balance sheets. The adoption of this guidance resulted in expanded disclosures relating to our derivative instruments but did not otherwise impact our financial statements.

The following table provides the unaudited retrospective application of this new guidance by providing information about the fair value of our risk management activities reported on a gross basis, and the impacts of offsetting as of December 31, 2011. This information as of December 31, 2012 was included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. These amounts relate to commodity contracts and are located in the assets and liabilities from risk management activities lines of our Consolidated Balance Sheets.

                                         Gross Recognized Derivatives(a)
                                                        Not
                                 Designated as      Designated       Total Gross      Amounts          Net                         Amount
As of December 31, 2011:            Hedging         as Hedging       Recognized       Offset       Recognized       Other        Reported on
(dollars in thousands)            Instruments       Instruments      Derivatives        (b)        Derivatives        (c)       Balance Sheet
Current Assets                  $         7,287    $      76,162    $      83,449    $ (56,400 )  $      27,049    $  3,215    $        30,264
Investments and Other Assets              3,804           58,273           62,077      (12,755 )         49,322           -             49,322
Total Assets                             11,091          134,435          145,526      (69,155 )         76,371       3,215             79,586

Current Liabilities                     (82,195 )       (124,028 )       (206,223 )    163,629          (42,594 )   (11,374 )          (53,968 )
Deferred Credits and Other              (68,137 )        (92,880 )       (161,017 )     78,522          (82,495 )         -            (82,495 )
Total Liabilities                      (150,332 )       (216,908 )       (367,240 )    242,151         (125,089 )   (11,374 )         (136,463 )
Total                           $      (139,241 )  $     (82,473 )  $    (221,714 )  $ 172,996    $     (48,718 )  $ (8,159 )  $       (56,877 )



(a) All of our gross recognized derivative instruments were subject to master netting arrangements.

(b) Includes cash collateral and margin provided to counterparties of $172,996.

(c) Other primarily represents cash collateral and margin relating to non-derivative instruments or derivatives qualifying for scope exceptions. Includes cash collateral received from counterparties of $11,145, and cash collateral provided to counterparties of $1,630. This amount is not subject to offsetting.


Regulatory Matters.

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012, several Arizona Corporation Commission ("ACC") commissioners have publicly expressed interest in re-examining the facilitation of a deregulated retail electric market in Arizona. On May 9, 2013, the ACC commissioners voted to discuss this matter using a two-step process. First, the ACC will solicit comments from interested parties on the pros and cons of retail electric deregulation in Arizona, including the potential effects on residential and small business customers. The Commission will schedule an open meeting for discussion of these comments and a possible vote on whether to proceed to a second phase of consideration. If the Commission votes to proceed to a second phase, it will then request the interested parties to propose structures and rules that would govern a future deregulated retail electric market for the Commission's further consideration. We cannot predict the outcome of these proceedings.


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