UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 23, 2008
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Exact Name of Registrant as Specified in |
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Charter; State of Incorporation; |
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IRS Employer |
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Address and Telephone Number |
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Identification Number |
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| 1-8962 |
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Pinnacle West Capital Corporation |
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86-0512431 |
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(an Arizona corporation) |
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400 North Fifth Street, P.O. Box 53999 |
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Phoenix, AZ 85072-3999 |
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(602) 250-1000 |
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| 1-4473 |
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Arizona Public Service Company |
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86-0011170 |
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(an Arizona corporation) |
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400 North Fifth Street, P.O. Box 53999 |
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Phoenix, AZ 85072-3999 |
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(602) 250-1000 |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
This combined Form 8-K is separately filed by Pinnacle West Capital Corporation and Arizona Public
Service Company. Each registrant is filing on its own behalf all of the information contained in
this Form 8-K that relates to such registrant and, where required, its subsidiaries. Except as
stated in the preceding sentence, neither registrant is filing any information that does not relate
to such registrant, and therefore makes no representation as to any such information.
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On June 23, 2008, Pinnacle West Capital Corporation (“Pinnacle West” or the “Company”)
announced that James R. Hatfield will join Pinnacle West and Arizona Public Service Company
(“APS”), effective July 14, 2008, as the Senior Vice President and Chief Financial Officer of each
company. Mr. Hatfield, age 50, has been the Senior Vice President and Chief Financial Officer of
OGE Energy Corp. since 1999. His previous experience includes nearly 14 years with OGE Energy
Corp. in a variety of financial and management leadership roles, including serving as Vice
President and Treasurer, and more than 28 years of electric and gas industry experience. Mr.
Hatfield received a Bachelor of Science degree from Central Missouri State University and a Master
of Business Administration from the University of Missouri-Kansas City.
In addition to benefits available to officers generally, Mr. Hatfield’s compensation
arrangement includes an annual base salary of $450,000; a hiring incentive of $200,000 payable
within the first two weeks of employment and $100,000 payable within two weeks following the first
anniversary of the date of employment; participation in the officer annual incentive plan, with a
target payment of 50% and a maximum payment of 100% of annual base salary; relocation benefits and
home sale assistance; and a grant of (a) 6,000 restricted stock units, vesting in the following
amounts in February of the indicated years: 1,000 (2009); 2,000
(2010); 2,000 (2011); and 1,000
(2012); and (b) 6,800 performance shares, each of which represents the right to receive up to two
shares of Pinnacle West common stock, assuming specified three-year earnings per share growth rates
are met. The performance shares vest, if at all, in the following amounts in the indicated years
following a determination of whether such growth rates are met: 1,400 (2009); 2,000 (2010); and
3,400 (2011).
A copy of the Company’s press release announcing Mr. Hatfield’s appointment is attached hereto
as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit |
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| No. |
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Registrant(s) |
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Description |
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99.1
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Pinnacle West
APS
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Press Release, dated June 23, 2008
announcing appointment of James R. Hatfield
as Senior Vice President and Chief
Financial Officer of Pinnacle West and APS |