S-8

As filed with the Securities and Exchange Commission on June 1, 2023

Registration No. 333-__________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

___________________________________

PINNACLE WEST CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

ARIZONA	86-0512431
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

400 North Fifth Street, P.O. Box 53999

Phoenix, Arizona 85072-3999

(Address of Principal Executive Offices) (Zip Code)

___________________________________

PINNACLE WEST CAPITAL CORPORATION
2021 LONG-TERM INCENTIVE PLAN, AS AMENDED
(Full title of plan)

ROBERT E. SMITH

Pinnacle West Capital Corporation

400 North Fifth Street, MS 9068

Phoenix, Arizona 85004-3992

(Name and address of agent for service)

(602) 250-1000

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐

EXPLANATORY NOTE

On May 17, 2023, the shareholders of Pinnacle West Capital Corporation (“Pinnacle West”) approved the First Amendment to the Pinnacle West Capital Corporation 2021 Long-Term Incentive Plan (as amended, the “2021 Plan”) that, among other things, increased the number of shares of common stock available for issuance under the 2021 Plan by 3,082,390 shares (the “New Shares”). This registration statement is being filed to register the New Shares. The New Shares are securities of the same class and relate to the same employee benefit plan, the 2021 Plan, as those registered pursuant to Pinnacle West’s registration statement on Form S-8 (File No. 333-256759) filed with the Securities and Exchange Commission (the “SEC”) on June 3, 2021 (the “Prior Registration Statement”). In accordance with General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated by reference and the information required by Part II is omitted, except as supplemented by the information set forth below.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information required by Part I of this Form S-8 will be delivered to each employee who is eligible to participate in the 2021 Plan in accordance with Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). These documents are not being filed with the SEC either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference into this registration statement pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.

The following documents have been filed by Pinnacle West or the Plan with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are incorporated herein by reference, excluding in each case, information deemed furnished and not filed:

1.	Pinnacle West’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed on February 27, 2023 (the “2022 Form 10-K”).
2.	Pinnacle West’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, filed on May 4, 2023.
3.	Pinnacle West’s Current Reports on Form 8-K filedFebruary 22, 2023, April 10, 2023, May 1, 2023, and May 19, 2023.
4.	The description of Pinnacle West’s common stock included in its registration statement on Form 8-B, File No. 1-8962, as filed on July 25, 1985, and any amendment or report that we have filed (or will file after the date of this prospectus and prior to the termination of this offering) for the purpose of updating such description, including Exhibit 4.9 to the 2022 Form 10-K .

All documents subsequently filed by Pinnacle West or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a

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part hereof from the date of filing such documents, excluding in each case, information deemed furnished and not filed. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 5. Interests of Named Experts and Counsel.

The validity of the offered securities has been passed upon for Pinnacle West by Robert E. Smith, Executive Vice President, General Counsel and Chief Development Officer of Pinnacle West. Mr. Smith is regularly employed by Pinnacle West, participates in various Pinnacle West employee benefit plans under which he may receive shares of common stock and currently beneficially owns less than one percent of the outstanding shares of common stock of Pinnacle West.

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Item 8. Exhibits.

Exhibit No.	Description
5.1	Opinion of Robert E. Smith, Pinnacle West Executive Vice President, General Counsel and Chief Development Officer
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of Robert E. Smith (included in Exhibit 5.1)
24.1	Power of Attorney (contained within the signature page hereto)
24.2	Resolutions of the Board of Directors re the Power of Attorney
107	Calculation of Filing Fee Table

    In addition to those Exhibits shown above, Pinnacle West hereby incorporates the following Exhibits pursuant to Rule 411 of Regulation C promulgated under the Securities Act by reference to the filings set forth below:

Exhibit No.	Description	Previously Filed as Exhibit	File No.	Date Filed
4.1	Articles of Incorporation, restated as of May 21, 2008	Exhibit 3.1 to the Pinnacle West/Arizona Public Service Company (“APS”) June 30, 2008 Form 10-Q Report	1-8962	8-7-08
4.2	Bylaws, amended as of February 19, 2020	Exhibit 3.1 to the Pinnacle West/APS Current Report on Form 8-K dated February 25, 2020	1-8962	2-25-20
4.3	Specimen Certificate of Pinnacle West Common Stock, no par value	Exhibit 4.1 to the Pinnacle West Current Report on Form 8-K dated June 20, 2017	1-8962	6-20-17
4.4	Pinnacle West Capital Corporation 2021 Long-Term Incentive Plan, as amended	Appendix A to the Proxy Statement for Pinnacle West’s 2023 Annual Meeting of Shareholders	1-8962	4-05-23

a    Reports filed under File No. 1-8962 were filed in the office of the Securities and Exchange Commission located in Washington, D.C.

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SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Phoenix, state of Arizona, on June 1, 2023.

                        PINNACLE WEST CAPITAL CORPORATION

                        By:     /s/ Jeffrey B. Guldner        

                            Jeffrey B. Guldner

                            Chairman of the Board of Directors,

                            President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated. Each person whose signature appears below hereby authorizes Jeffrey B. Guldner, Andrew Cooper, and Robert E. Smith, and each of them, as attorneys-in-fact, to sign his or her name on his or her behalf, individually and in each capacity designated below, and to file any amendments, including post-effective amendments to this registration statement.

Signature	Title	Date
/s/ Jeffrey B. Guldner      Jeffrey B. Guldner, Chairman of the Board of Directors, President and Chief Executive Officer	Principal Executive Officer and Director	June 1, 2023
/s/ Andrew Cooper      Andrew Cooper, Senior Vice President and Chief Financial Officer	Principal Financial Officer	June 1, 2023
/s/ Elizabeth A. Blankenship     Elizabeth A. Blankenship, Vice President, Controller and Chief Accounting Officer	Principal Accounting Officer	June 1, 2023
/s/ Glynis A. Bryan Glynis A. Bryan	Director	June 1, 2023
/s/ Richard P. Fox Richard P. Fox	Director	June 1, 2023
/s/ Gonzalo A. de la Melena, Jr. Gonzalo A. de la Melena, Jr.	Director	June 1, 2023
/s/ Kathryn L. Munro Kathryn L. Munro	Director	June 1, 2023
/s/ Bruce J. Nordstrom Bruce J. Nordstrom	Director	June 1, 2023
/s/ Paula J. Sims Paula J. Sims	Director	June 1, 2023
/s/ William H. Spence William H. Spence	Director	June 1, 2023
/s/ Kristine L. Svinicki Kristine L. Svinicki	Director	June 1, 2023
/s/ James E. Trevathan, Jr. James E. Trevathan, Jr.	Director	June 1, 2023

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Pinnacle West Capital Corporation

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Share	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, no par value	Other(1)	3,082,390(2)(3)	$76.18(4)	$234,816,470.20(4)	$110.20 per $1,000,000	$25,876.78
Total Offering Amounts					$234,816,470.20		$25,876.78
Total Fee Offsets							—
Net Fee Due							$25,876.78

(1)Rules 457(c) and 457(h).

(2)Represents shares of the registrant’s common stock, no par value (the “Common Stock”), reserved for issuance under the Pinnacle West Capital Corporation 2021 Long-Term Incentive Plan, as amended (the “Plan”).

(3)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional shares of Common Stock that may become issuable under the Plan, in the event of certain changes in the outstanding shares of Common Stock, including stock splits, stock dividends, or other similar transactions.

(4)Estimated solely for the purpose of determining the registration fee, pursuant to Rules 457(c) and 457(h) under the Securities Act, on the basis of the average of the high and low prices of the Company’s Common Stock as reported on the New York Stock Exchange on May 25, 2023, which is a date within five business days prior to filing.

EX-5.1

Exhibit 5.1

June 1, 2023

Pinnacle West Capital Corporation
400 North Fifth Street
Phoenix, Arizona 85004

Ladies and Gentlemen:

I have supervised lawyers who have acted as in-house counsel for Pinnacle West Capital Corporation, an Arizona corporation (the “Company”), in connection with the Company’s preparation and filing with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the registration of 3,082,390 shares of its common stock, no par value (the “Shares”), issuable pursuant to the Pinnacle West Capital Corporation 2021 Long-Term Incentive Plan, as amended by the First Amendment (the “Plan”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In rendering the opinions set forth herein, I, or lawyers under my supervision, have reviewed the Registration Statement, exhibits thereto and the Plan. I, or lawyers under my supervision, have also reviewed the originals, or copies certified to my satisfaction, of such other documents and records and have made such other investigation as I have deemed necessary or appropriate to render the opinions set forth below. I have also relied upon certificates of public officials and relevant public records. Although treasury shares and shares purchased on the open market may be issued pursuant to the Plan, it is possible that original issuance shares of common stock will be used to fulfill the Company’s obligations under the Plan.

I have assumed the legal competency and capacity of all natural persons, the genuineness of all signatures not witnessed, the authenticity of all documents submitted as originals, the conformity to originals of all documents submitted as copies and the authenticity of the originals of such copies. In reviewing the executed documents or documents to be executed, I have assumed that the parties thereto, other than the Company, had or will have the power, corporate or other, to enter into and perform all obligations thereunder.

Based on the foregoing and in reliance thereon, and subject to the assumptions, qualifications and limitations expressed herein, it is my opinion that the Shares, if and when issued in accordance with the terms of the Plan and to the extent they are comprised of original issuance shares of common stock, will be validly issued, fully paid and non-assessable.

The opinion expressed herein is limited solely to the laws of the state of Arizona and the federal laws of the United States of America (except that I express no opinion as to Arizona securities or blue sky laws) and I express no opinion on the laws of any other jurisdiction. The opinion herein is based upon the facts in existence and laws in effect on

Exhibit 5.1

the date hereof and I assume no obligation to update, revise, or supplement this opinion, regardless of whether changes in such facts or laws come to my attention after the delivery hereof.

Consent is hereby given to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the use of my name under the heading “Interests of Named Experts and Counsel” in the Registration Statement. In giving such consent, I do not thereby concede that I am included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

 /s/ Robert E. Smith

Robert E. Smith

Executive Vice President, General Counsel and Chief Development Officer

EX-23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 27, 2023, relating to the financial statements of Pinnacle West Capital Corporation, and the effectiveness of Pinnacle West Capital Corporation’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Pinnacle West Capital Corporation for the year ended December 31, 2022.

/s/ Deloitte & Touche LLP

Phoenix, Arizona

June 1, 2023

EX-24.2

CERTIFICATE

I, Diane Wood, Assistant Vice President, Associate General Counsel and Corporate Secretary of Pinnacle West Capital Corporation, an Arizona corporation (the “Company”), hereby certify that the following is a true and correct copy of an excerpt from the minutes of a meeting of the Board of Directors of the Company duly called and held on May 17, 2023, at which meeting a quorum was present and acting throughout, such resolutions were duly adopted and such resolutions have not been amended or rescinded, but remain in full force and effect on the date hereof:

    RESOLVED, that each of the proper officers of Pinnacle West Capital Corporation (the “Company”), acting on its behalf, is hereby authorized to prepare, execute, and file with the Securities and Exchange Commission (the "SEC") an appropriate registration statement or registration statements with respect to shares of the Company’s common stock to be offered and sold pursuant to the Pinnacle West Capital Corporation 2021 Long-Term Incentive Plan, as amended by the First Amendment (the “Plan”). Such amount of shares shall be approximately 4,332,538, plus any additional shares as may become issuable under the Plan pursuant to Section 4.2 or Section 4.4 of the Plan, as shall be determined by any of the proper officers of the Company (collectively, the “Plan Shares”), and such amendments, including post-effective amendments, supplements, exhibits, and other documents, under the Securities Act of 1933, as amended, as he or she may consider appropriate or advisable from time to time; and further

    RESOLVED, that the signature of each of the proper officers or each of the directors of the Company to any such registration statement, amendment, supplement, exhibit, or other document may be effected pursuant to a power of attorney or other similar delegation of authority; and further…

IN WITNESS WHEREOF, I have executed this Certificate as of the 1st day of June, 2023.

 /s/ Diane Wood

Diane Wood

Assistant Vice President, Associate General Counsel and Corporate Secretary