News Column

PNM RESOURCES INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

May 20, 2014



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements

On May 15, 2014, the shareholders of PNM Resources, Inc. ("PNMR") approved the PNMR 2014 Performance Equity Plan (the "2014 PEP"). The terms of the 2014 PEP were previously disclosed in PNMR's definitive proxy statement (the "2014 Proxy Statement") for its 2014 Annual Meeting of Shareholders (the "Meeting"), which was filed with the Securities and Exchange Commission (the "SEC") on April 3, 2014. In addition, a copy of the 2014 PEP was filed as Exhibit 4.3 to the Registration Statement on Form S-8 (File No. 333-195974) that PNMR filed with the SEC on May 15, 2014, and is incorporated herein by reference.

Pursuant to the 2014 annual retainer for non-employee directors described in the 2014 Proxy Statement, each of the eight non-employee directors of PNMR received an award of 2,352 restricted stock rights under the 2014 PEP, which restricted stock rights vest in three equal annual installments beginning on May 15, 2015. The form of Acknowledgement Form with attached Terms and Conditions for restricted stock rights awards granted to non-employee directors under the 2014 PEP is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders. At the Meeting, PNMR's stockholders voted on the election of the nine nominated directors to serve for the ensuing year; on a proposal to ratify the appointment of KPMG LLP to serve as PNMR's independent public accountants for the year ending December 31, 2014; on a proposal to approve the 2014 PEP; and on a proposal to approve, on an advisory basis, the compensation of PNMR's named executive officers ("NEOs"). As of March 26, 2014, the record date for the Meeting, there were 79,653,624 shares of PNMR's common stock outstanding and entitled to vote at the Meeting. All matters voted on at the Meeting were approved by PNMR's stockholders. Set forth below are the final voting results for each of the proposals submitted to a vote of PNMR's stockholders at the Meeting. At the Meeting, PNMR's stockholders elected, by the vote indicated below, the following nine persons as directors, each to serve as such until PNMR's Annual Meeting of Shareholders to be held in 2015: Director Votes For Votes Withheld Broker Non-Votes



Adelmo E. Archuleta 68,707,172 373,833 4,948,796 Patricia K. Collawn 67,443,928 1,637,077 4,948,796 E. Renae Conley 68,758,879 322,126 4,948,796 Alan J. Fohrer 68,820,356 260,649 4,948,796 Maureen T. Mullarkey 68,759,287 321,718 4,948,796 Robert R. Nordhaus 68,812,207 268,798 4,948,796 Donald K. Schwanz 68,829,067 251,938 4,948,796 Bruce W. Wilkinson 68,904,194 176,811 4,948,796 Joan B. Woodard, Ph.D 68,826,825 254,180 4,948,796

At the Meeting, PNMR's stockholders approved the proposal to ratify the appointment of KPMG LLP to serve as PNMR's independent public accountants for the year ending December 31, 2014, by the vote indicated below:

Votes For Votes Against Abstentions 73,828,854 133,611 67,336



--------------------------------------------------------------------------------

At the Meeting, PNMR's stockholders approved the 2014 PEP, by the vote indicated below: Broker Votes For Votes Against Abstentions Non-Votes 55,430,685 13,262,881 387,439 4,948,796



At the Meeting, PNMR's stockholders approved, on an advisory basis, the compensation of PNMR's NEOs, by the vote indicated below:

Broker Votes For Votes Against Abstentions Non-Votes 67,566,246 1,349,935 164,824 4,948,796



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits: Exhibit Number Description

10.1 PNM Resources, Inc. 2014 Performance Equity Plan (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-8 (File No. 333-195974) that PNMR filed on May 15, 2014) 10.2 Acknowledgement Form with attached Terms and Conditions for restricted stock rights awards granted to non-employee directors under the PNM Resources, Inc. 2014 Performance Equity Plan



--------------------------------------------------------------------------------


For more stories on investments and markets, please see HispanicBusiness' Finance Channel



Source: Edgar Glimpses


Story Tools






HispanicBusiness.com Facebook Linkedin Twitter RSS Feed Email Alerts & Newsletters