PNM Resources Inc. (Holding Co.) filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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| UNITED STATES | |||||
| SECURITIES AND EXCHANGE COMMISSION | |||||
| Washington, D.C. 20549 | |||||
| FORM | |||||
| 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 4, 2024) | ||||||||
Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No. | ||||||||||||||
(A New Mexico Corporation)
Telephone Number - (505 ) 241-2700
Commission File No. - 001-32462
IRS Employer Identification No. - 85-0468296
____________________________________________________________________________________________________________
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 40.14d-2(b)) | |||||||||||
| Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 40.13e-4(c)) | |||||||||||
Securities registered pursuant to Section 12(b) of the Act:
Registrant | Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||||
PNM Resources, Inc. | |||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 4, 2024, PNM Resources, Inc. (“PNMR”) held its Annual Meeting of Shareholders (the “Meeting”).
As of April 15, 2024, the record date for the Meeting, there were 90,200,384 shares of PNMR’s common stock outstanding and entitled to vote at the Meeting.
Set forth below are the final voting results for each of the five proposals submitted to a vote of PNMR’s shareholders at the Meeting. Under state law abstentions have the effect of a vote against the matter.
The following ten nominees were elected to PNMR’s Board of Directors to serve as directors for a one-year term that expires at PNMR’s Annual Meeting of Shareholders to be held in 2025. The votes cast with respect to the ten nominees presented at the Meeting were as follows:
| Nominees | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| Vicky A. Bailey | 76,467,720 | 1,325,221 | 53,530 | 2,923,333 | ||||||||||||||||||||||
| Norman P. Becker | 76,318,089 | 1,468,857 | 59,525 | 2,923,333 | ||||||||||||||||||||||
| Patricia K. Collawn | 76,468,947 | 1,318,991 | 58,533 | 2,923,333 | ||||||||||||||||||||||
| E. Renae Conley | 76,236,140 | 1,552,718 | 57,613 | 2,923,333 | ||||||||||||||||||||||
| Alan J. Fohrer | 76,393,052 | 1,392,600 | 60,819 | 2,923,333 | ||||||||||||||||||||||
| Sidney M. Gutierrez | 77,484,744 | 304,869 | 56,858 | 2,923,333 | ||||||||||||||||||||||
| James A. Hughes | 76,065,603 | 1,722,297 | 58,571 | 2,923,333 | ||||||||||||||||||||||
| Steven C. Maestas | 77,510,126 | 275,355 | 60,990 | 2,923,333 | ||||||||||||||||||||||
| Lillian J. Montoya | 77,511,797 | 275,812 | 58,862 | 2,923,333 | ||||||||||||||||||||||
| Maureen T. Mullarkey | 76,331,349 | 1,462,316 | 52,806 | 2,923,333 | ||||||||||||||||||||||
The appointment of KPMG LLP to serve as PNMR’s independent public accountants for the year ending December 31, 2024, was ratified by PNMR’s shareholders by the vote indicated below:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 80,327,014 | 388,004 | 54,786 | ||||||||||||
PNMR's shareholders approved, on an advisory basis, the compensation of PNMR’s NEOs, by the vote indicated below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 65,422,583 | 12,317,373 | 106,515 | 2,923,333 | |||||||||||||||||
Approval of an amendment to PNMR's Restated Articles of Incorporation to increase the number of authorized shares of common stock, by the vote indicated below:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 78,817,281 | 1,884,116 | 68,407 | ||||||||||||
Approval of an amendment to PNMR's Restated Articles of Incorporation to change the name of PNM Resources, Inc. to TXNM Energy, Inc., by the vote indicated below:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 80,355,630 | 291,885 | 122,289 | ||||||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PNM RESOURCES, INC. | |||||
| (Registrant) | |||||
| Date: June 5, 2024 | /s/ Gerald R. Bischoff | ||||
| Gerald R. Bischoff | |||||
| Vice President and Corporate Controller | |||||
| (Officer duly authorized to sign this report) | |||||