8-K 1 a05212019pnmr8-k.htm 05212019 PNMR 8-K Document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
CURRENT REPORT
 
 
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 

Date of Report (Date of earliest event reported)
May 21, 2019
 
 
(May 21, 2019)
 


 
Commission
 
Name of Registrants, State of Incorporation,
 
I.R.S. Employer
File Number
 
Address Of Principal Executive Offices and Telephone Number
 
Identification No.
 
 
 
 
 
001-32462
 
PNM Resources, Inc.
 
85-0468296
 
 
(A New Mexico Corporation)
 
 
 
 
414 Silver Ave. SW
 
 
 
 
Albuquerque, New Mexico 87102-3289
 
 
 
 
(505) 241-2700
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 40.14d-2(b))
o
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.
Common Stock, no par value
PNM
New York Stock Exchange

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 o

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. o






Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 21, 2019, PNM Resources, Inc. (“PNMR”) held its Annual Meeting of Shareholders (the “Meeting”).

As of April 1, 2019, 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.

Set forth below are the final voting results for each of the four 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 2020. 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
68,997,002
 
92,441
 
85,766
 
4,784,926
Norman P. Becker
68,482,451
 
607,381
 
85,377
 
4,784,926
Patricia K. Collawn
68,465,592
 
630,556
 
79,061
 
4,784,926
E. Renae Conley
68,424,676
 
672,121
 
78,412
 
4,784,926
Alan J. Fohrer
69,002,027
 
85,939
 
87,243
 
4,784,926
Sidney M. Gutierrez
69,010,989
 
79,144
 
85,076
 
4,784,926
James A. Hughes
68,425,199
 
665,613
 
84,397
 
4,784,926
Maureen T. Mullarkey
68,632,693
 
462,333
 
80,183
 
4,784,926
Donald K. Schwanz
68,965,963
 
125,988
 
83,258
 
4,784,926
Bruce W. Wilkinson
68,459,686
 
631,509
 
84,014
 
4,784,926

The appointment of KPMG LLP to serve as PNMR's independent public accountants for the year ending December 31, 2019, was ratified by PNMR's shareholders by the vote indicated below:

Votes For
 
Votes Against
 
Abstentions
73,768,230
 
108,420
 
83,485
    
PNMR's shareholders approved, on an advisory basis, the compensation of PNMR's named executive officers, by the vote indicated below:
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
61,999,849
 
7,028,542
 
146,818
 
4,784,926

A shareholder proposal requesting that Public Service Company of New Mexico prepare and publish a report on coal combustion residual matters at San Juan Generating Station was not approved. The vote was as follows:

Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
4,706,667
 
55,410,969
 
9,057,573
 
4,784,926






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.
 
(Registrants)
 
 
 
 
Date: May 21, 2019
/s/ Joseph D. Tarry
 
Joseph D. Tarry
 
Vice President, Controller and Treasurer
 
(Officer duly authorized to sign this report)