DEFA14A: Pinnacle West Capital Urges Shareholder Re-Election of Glynis A. Bryan Following CFO Retirement Announcement

Pinnacle West Capital Corporation defends board member Glynis A. Bryan against 'overboarding' concerns, highlighting her value and announcing her upcoming retirement from Insight Enterprises, Inc.

Summary

• Pinnacle West Capital Corporation is urging shareholders to re-elect Glynis A. Bryan to its Board of Directors.
• Glass Lewis & Co. recommended shareholders withhold votes for Ms. Bryan due to concerns about her being 'overboarded'.
• Pinnacle West emphasizes Ms. Bryan's valuable skills, including audit expertise, capital allocation, business strategy, and public board service.
• The company notes that Ms. Bryan is a financial expert on the Audit Committee.
• On May 2, 2024, Ms. Bryan announced her retirement from her role as Chief Financial Officer at Insight Enterprises, Inc., effective at the end of the year.
• Pinnacle West believes this retirement will free up a significant amount of her time to devote to her board service.

Sentiment

Score: 7

Explanation: The document expresses a positive sentiment towards Glynis A. Bryan and her contributions to the board, while addressing concerns raised by Glass Lewis. The announcement of her retirement is presented as a positive development.

Positives

• Pinnacle West highlights Glynis A. Bryan's valuable skills and contributions to the Board.
• Ms. Bryan's upcoming retirement from Insight Enterprises, Inc. is expected to alleviate concerns about her being 'overboarded'.
• The company believes Ms. Bryan is able to be an active and contributing member of the Board.

Negatives

• Glass Lewis & Co. recommended shareholders withhold votes for Glynis A. Bryan due to concerns about her being 'overboarded'.

Risks

• Shareholders may still be concerned about Glynis A. Bryan's ability to dedicate sufficient time to the Pinnacle West Board, despite her upcoming retirement.

Future Outlook

Pinnacle West expects Glynis A. Bryan's retirement from Insight Enterprises to free up more time for her board service.

Management Comments

• 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.
• 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.
• Any concerns about her being overboarded should be alleviated by her announced retirement.

Industry Context

This announcement reflects the ongoing scrutiny of board member workloads and potential conflicts of interest, particularly for directors serving on multiple boards while holding executive positions.

Comparison to Industry Standards

• The concern raised by Glass Lewis regarding 'overboarding' is a common issue in corporate governance.
• Companies like Wesco International, Inc., where Ms. Bryan also serves as a board member, are often subject to similar scrutiny regarding director time commitments.
• The acceptable number of board seats for executives and non-executives varies, but governance guidelines often suggest limits to ensure adequate attention and diligence.

Stakeholder Impact

• Shareholders are being asked to consider the re-election of Glynis A. Bryan to the Board.
• The Board's composition and expertise are critical to the company's strategic direction and performance.

Next Steps

• Shareholders will vote on the re-election of Glynis A. Bryan to the Board of Directors at the 2024 Annual Meeting.

Key Dates

Keywords

Pinnacle West Capital, Glynis A. Bryan, Board of Directors, Shareholders, Glass Lewis, Overboarded, Retirement, Insight Enterprises, Audit Committee, Proxy Statement