Arizona Eagletarian

Arizona Eagletarian

Monday, May 18, 2015

Call out Pinnacle West and Arizona Public Service for Dark Money activity; Protest on Wednesday!

To set the stage, consider:

As but one example, in 2013, Arizona Public Service shamelessly purchased the support of Arizona lawmaker Catherine Miranda.

In 2014, APS purchased the new Arizona Attorney General and two newly-elected members of the Arizona Corporation Commission.

As a result, Arizona stakeholders have become increasingly uneasy about this direction the state's largest utility has taken.

Therefore, on Wednesday, Pinnacle West Capital Corp, the publicly-traded holding company that owns Arizona Public Service will conduct its annual shareholders meeting (see page 6 of the pdf). At 10:30 am, PinWest will convene the meeting at the Heard Museum, 2301 N. Central Ave., Phoenix.
The purposes of the Annual Meeting are:
  • to elect ten directors to serve until the 2016 Annual Meeting of Shareholders (Proposal 1);
  • to hold an advisory vote to approve executive compensation (Proposal 2);
  • to ratify the appointment of our independent accountants for the year ending December 31, 2015 (Proposal 3);
  • to consider a shareholder proposal, if properly presented at the Annual Meeting (Proposal 4);
  • and to transact such other business as may properly come before the Annual Meeting and at any adjournments or postponements thereof.
All shareholders of record at the close of business on March 12, 2015 are entitled to notice of and to vote at the Annual Meeting. Your vote is important. Whether or not you plan to attend the Annual Meeting in person, please promptly vote by telephone, over the Internet, by proxy.
For those of us NOT shareholders of record as of March 12, we are still STAKEholders.
A corporate stakeholder can affect or be affected by the actions of a business as a whole. The stakeholder concept was first used in a 1963 internal memorandum at the Stanford Research Institute. It defined stakeholders as "those groups without whose support the organization would cease to exist." The theory was later developed and championed by R. Edward Freeman in the 1980s. Since then it has gained wide acceptance in business practice and in theorizing relating to strategic management, corporate governance, business purpose and corporate social responsibility (CSR).
Rather than giving its customers (a legitimate stakeholder group) voice in its corporate governance, the last forty plus years have seen America's economic and political systems devolve to exclude consideration of the interest of customers and nearby citizens who can be adversely impacted by what the corporation intends to do.

APS could have taken a drastically different approach to the impending disruption of its business model. Based on inevitable technological innovations it has seen coming for at least two decades, the company has focused its energy (pun intended) in the direction of Regulatory Capture. As well, it has generated (another intended pun) copious amounts of paid propaganda (advertising) in an awkward attempt to manipulate the stakeholders, at times trying hard to keep the scope and magnitude of that political activity in the dark.

To call out these disturbing and insidious business practices, a coalition of stakeholders, community activists, and customers, will also convene on the public sidewalk in front of the Heard Museum to raise public awareness of shareholder proposal 4 (cited in the agenda above).
  • Corporate lobbying exposes our company to risks that could adversely affect the company’s stated goals, objectives, and ultimately shareholder value, and
  • Shareholders rely on the information provided by the company to evaluate its goals and objectives. Shareholders seek disclosure of our company’s lobbying activities to assess whether these undertakings comport with the long term best interests of the company, its shareholders, and its stakeholders. 
The shareowners of Pinnacle West Capital request the Board authorize the preparation of a report, updated annually, disclosing:
1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.
2. Payments by Pinnacle West Capital or its subsidiaries used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.
3. Pinnacle West Capital membership in and payments to any tax-exempt organization that writes and endorses model legislation.
4. Description of the decision making process and oversight by management and the Board for making payments described in sections 2 and 3 above.
For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Pinnacle West Capital is a member. Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels. The report shall be presented to the Audit Committee or other relevant oversight committees and posted on Pinnacle West Capital's website.
Shareholders encourage transparency and accountability in the use of staff time and corporate funds to influence legislation and regulation, directly and indirectly. Pinnacle West Capital does not comprehensively disclose its trade association memberships, nor payments to special interest groups on its website. Absent a system of accountability, company assets could be used for objectives contrary to the long term interests of the company.
Pinnacle West Capital spent approximately $800,000 on federal lobbying in 2013. ( This figure excludes spending on memberships or contributions to organizations that write and endorse model legislation, such as the American Legislative Exchange Council (ALEC), where Pinnacle West Capital serves on the Energy, Environment and Agriculture Task Force. It also excludes contributions to trade groups such as the Edison Electric Institute, where Pinnacle Capital West is a member. Additionally, in 2013 Pinnacle West Capital’s subsidiary Arizona Public Service donated $4 million to nonprofits that executed an anti-renewable power advertising campaign which created national controversy. (Berman, “Why the Dark Money Debate Matters”,, April 5, 2014)
We encourage our Board to require comprehensive disclosure related to direct, indirect and grassroots lobbying. 
Please join us at 9:30 am on Wednesday morning.

If you drive to the protest, there may be street parking on side streets off of Central Ave. You may also take the Valley Metro Light Rail, which conveniently has a terminal directly adjacent to the museum.

Rise UP! Take a stand for our community, our state and our environment.


"Publicity is justly commended as a remedy for social and industrial diseases. Sunlight is said to be the best of disinfectants; electric light the most efficient policeman." -- Associate Justice of the Supreme Court Louis D. Brandeis

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