PNWPinnacle West Capital
Deals with insiders in the proxy filed 2026-04-03
Deals between PNW and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-04-08.
Nothing new: every deal in this year's section was reported last year too.
The whole section
5 paragraphs quoted as filed
Related Party Transactions“The Corporate Governance and Nominating Committee is responsible for reviewing and approving all transactions with any related party, which consists of any of our Directors, director nominees, executive officers, shareholders owning more than 5% of the Company’s common stock and, with respect to each of them, their immediate family members and certain entities in which they are an officer or a shareholder, partner, member, or other participant who, directly or indirectly, has a substantial ownership interest in or otherwise substantially controls or shares control of such entity (a “Related Party”). This obligation is set forth in writing in our Statement of Policy Regarding Related Party Transactions (the “Policy”).”
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Related Party Transactions“To identify Related Party Transactions, as defined in the Policy, each year the Company requires our Directors and officers to complete director and officer questionnaires, identifying any transactions with the Company in which a Related Party has an interest. We review Related Party Transactions due to the potential for a conflict of interest. A conflict of interest occurs when an individual’s private interest interferes, or appears to interfere, in any way, with our interests. The Code of Ethical Conduct requires all Directors, officers, and employees who may have a potential or apparent conflict of interest to notify the Company’s Ethic’s office. In addition, the Policy specifically provides that any Related Party Transaction must be approved or ratified by the Corporate Governance and Nominating Committee. A “Related Party Transaction” is any transaction or a series of similar transactions in which the Company or any of its subsidiaries is or was a participant, where the amount involved exceeds $120,000 in the aggregate, and in which any Related Party has a direct or indirect material interest, other than:”
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Related Party Transactions“transactions in which rates or charges are fixed in conformity with law or governmental authority (such as APS rates approved by the ACC);”
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Related Party Transactions“transactions in which the rates or charges are determined by competitive bid; or • the payment of compensation by the Company to the executive officers, Directors, or nominees for directors.”
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Related Party Transactions“In conducting its review, the Corporate Governance and Nominating Committee noted that Glynis A. Bryan, a Director since February 2020, was the Chief Financial Officer through December 2024 of Insight Enterprises, Inc. (“Insight”), and was an Executive Vice President and Advisor of Insight during 2025. Insight is a technology company and a vendor of APS, providing information technology services and computer hardware and software products. For these products and services, APS paid less than $1.3 million to Insight in 2025, which is less than 0.01% of each of the Company’s and Insight’s revenues for 2025. Because the amounts paid to Insight were such a small portion of both companies' total revenues, the Corporate Governance and Nominating Committee has determined that these payments are not material to Ms. Bryan.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗