Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )


			Filed by the Registrant						Filed by a Party other than the Registrant


Check the appropriate box:
			Preliminary Proxy Statement
			Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
			Definitive Proxy Statement
			Definitive Additional Materials
			Soliciting Material under §240.14a-12

PINNACLE WEST CAPITAL CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check all boxes that apply):
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This letter is intended to serve as a Report Feedback Statement regarding Glass, Lewis & Co.’s Proxy Paper regarding the 2024 Annual Meeting of Shareholders of Pinnacle West Capital Corporation (“Pinnacle West” or the “Company”) published on April 29, 2024. In its analysis, Glass Lewis & Co. (“Glass Lewis”) recommended shareholders withhold votes for the election of
Glynis A. Bryan to the Pinnacle West Board of Directors (the “Board”) due to a concern that Ms. Bryan was “overboarded”. We appreciate the opportunity to provide a response to the Proxy Paper on Pinnacle West.

May 3, 2024

To Our Shareholders:

Glynis A. Bryan has been a member of the Pinnacle West Board since 2020. She is an active and engaged director and is a valued contributor to the Company and the Board. She brings a skill set that includes audit expertise, capital allocation expertise, business strategy, and public board service, all attributes critical to the future of the Company. She is also one of the Company’s Audit Committee’s financial experts. We encourage our shareholders to review Ms. Bryan’s qualities and skills that are noted in our 2024 Proxy Statement.

On May 2, 2024, Ms. Bryan announced her retirement from Insight Enterprises, Inc., where she currently serves as their Chief Financial Officer. Ms. Bryan’s retirement will be effective at the end of the year. A copy of the press release announcing Ms. Bryan’s retirement is attached. As such, this will free a significant amount of her time to devote to her board service.

We believe Ms. Bryan is able to be an active and contributing member of the Board while also serving as CFO of Insight and serving as a Board member of Wesco International, Inc. However, any concerns about her being “overboarded” should be alleviated by her announced retirement.

Accordingly, we strongly urge shareholders to re-elect Ms. Bryan to the Board.

Sincerely,