Txnm Energy Inc 8-K, filed Feb 16, 2021
Txnm Energy Inc (TXNM)
8-K
2021-02-16
For: 2021-02-16
View Original
Added on
April 07, 2026
About this 8-K
Txnm Energy Inc filed this 8-K on February 16, 2021.
Items reported
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
| 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) | ||||||||
| (February 12, 2021) | ||||||||
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.
PNM Resources, Inc. (“PNMR”) held a virtual special meeting of shareholders via live audio webcast on February 12, 2021 (the “Special Meeting”). At the Special Meeting, PNMR’s shareholders voted on the following proposals set forth in PNMR’s definitive proxy statement (the “Proxy Statement”) filed with the U.S. Securities and Exchange Commission on January 5, 2021, relating to the proposed acquisition of PNMR by Avangrid, Inc. (“Avangrid”).
As of the close of business on December 31, 2020, the record date for the Special Meeting, PNMR had a total of 85,834,874 shares of common stock outstanding and entitled to vote at the Special Meeting, of which 65,075,013 shares were represented at the Special Meeting in person or by proxy.
PNMR did not receive notice that any shareholder intended to seek dissenter's rights, which a shareholder who wanted to pursue dissenter’s rights was required to do by New Mexico corporation law.
Set forth below are the final voting results for each of the proposals submitted to a vote of PNMR’s shareholders at the Special Meeting. Under state law abstentions have the effect of a vote against the matter. A detailed discussion of each of these proposals can be found in the Proxy Statement.
Proposal 1: Merger Proposal
PNMR’s shareholders approved the Agreement and Plan of Merger, dated as of October 20, 2020, by and among PNMR, Avangrid and NM Green Holdings, Inc. (the “Merger Agreement”), by the vote indicated below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 60,325,232 | 380,191 | 4,369,589 | — | |||||||||||||||||
Proposal 2: Advisory Vote on Merger-Related Compensation
PNMR's shareholders approved, on an advisory basis, certain existing compensation arrangements for PNMR’s named executive officers in connection with the merger contemplated by the Merger Agreement, by the vote indicated below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 57,487,825 | 3,150,087 | 4,437,101 | — | |||||||||||||||||
In connection with the Special Meeting, PNMR also solicited proxies with respect to Proposal 3 to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement. As there were sufficient votes at the time of the Special Meeting to adopt the Merger Agreement, the adjournment proposal was rendered moot and was not presented at the Special Meeting.
Item 8.01. Other Events.
On February 12, 2021, the Company issued a press release announcing the results of the shareholder vote at the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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: February 16, 2021 | /s/ Henry E. Monroy | ||||
| Henry E. Monroy | |||||
| Vice President and Corporate Controller | |||||
| (Officer duly authorized to sign this report) | |||||
For Immediate Release
February 12, 2021
PNM Resources Shareholders Overwhelmingly Approve Merger with Avangrid
Merger on track to close in second half of 2021
(ALBUQUERQUE, N.M.) –PNM Resources, Inc. (NYSE: PNM) shareholders voted overwhelmingly to approve the merger agreement with AVANGRID, Inc. at a special shareholders meeting held earlier today. Under the terms of the proposed merger, PNM Resources shareholders will receive $50.30 in cash for each share of PNM Resources common stock held at closing.
“We are delighted by the overwhelming shareholder support of this merger,” said Pat Vincent-Collawn, PNM Resources’ chairman, president and CEO. “We remain focused on the ultimate goal of this merger to provide benefits to customers, employees and communities by advancing our utilities into the clean energy future. We continue to move forward on the remaining regulatory approvals in New Mexico and Texas, along with federal approvals, to realize these benefits for our stakeholders.”
Of the shares voted, approximately 93 percent voted to approve the proposed merger agreement, reflecting approximately 70 percent of shares issued and outstanding on the record date. PNM Resources will report the final vote results in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission.
Clearances under the Hart-Scott-Rodino Act and the Committee on Foreign Investment in the United States (CFIUS) have already been received. Approvals continue to be pursued from the Federal Communications Commission, Nuclear Regulatory Commission, Federal Energy Regulatory Commission, Public Utility Commission of Texas and New Mexico Public Regulation Commission.
PNM Resources continues to anticipate that the closing of the merger will occur in the second half of 2021, subject to the satisfaction or waiver of the remaining customary conditions to closing, including among other things, receipt of other required state and federal regulatory approvals.
Background: PNM Resources (NYSE: PNM) is an energy holding company based in Albuquerque, N.M., with 2020 consolidated operating revenues of $1.5 billion. Through its regulated utilities, PNM and TNMP, PNM Resources provides electricity to approximately 800,000 homes and businesses in New Mexico and Texas. PNM serves its customers with a diverse mix of generation and purchased power resources totaling 2.8 gigawatts of capacity, with a goal to achieve 100% emissions-free energy by 2040. For more information, visit the company's website at www.PNMResources.com.
CONTACTS:
Analysts Media
Lisa Goodman Ray Sandoval
(505) 241-2160 (505) 241-2782
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PNM Resources Shareholders Approve Merger 2-12-2021 p. 2 of 2
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Statements made in this news release for PNM Resources, Inc. (“PNMR”), Public Service Company of New Mexico (“PNM”), or Texas-New Mexico Power Company (“TNMP”) (collectively, the “Company”) that relate to future events or expectations, projections, estimates, intentions, goals, targets, and strategies are made pursuant to the Private Securities Litigation Reform Act of 1995. Readers are cautioned that all forward-looking statements are based upon current expectations and estimates. PNMR, PNM, and TNMP assume no obligation to update this information. Because actual results may differ materially from those expressed or implied by these forward-looking statements, PNMR, PNM, and TNMP caution readers not to place undue reliance on these statements. PNMR's, PNM's, and TNMP's business, financial condition, cash flow, and operating results are influenced by many factors, which are often beyond their control, that can cause actual results to differ from those expressed or implied by the forward-looking statements. Additionally, there are risks and uncertainties in connection with the proposed acquisition of us by AVANGRID which may adversely affect our business, future opportunities, employees and common stock, including without limitation, (i) the expected timing and likelihood of completion of the pending Merger, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the pending Merger that could reduce anticipated benefits or cause the parties to abandon the transaction, (ii) the failure by AVANGRID to obtain the necessary financing arrangement set forth in commitment letter received in connection with the Merger, (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (iv) the risk that the parties may not be able to satisfy the conditions to the proposed Merger in a timely manner or at all, , and (v) the risk that the proposed transaction could have an adverse effect on the ability of PNMR to retain and hire key personnel and maintain relationships with its customers and suppliers, and on its operating results and businesses generally. For a discussion of risk factors and other important factors affecting forward-looking statements, please see the Company’s Form 10-K, Form 10-Q filings and the information included in the Company’s Forms 8-K with the Securities and Exchange Commission, which factors are specifically incorporated by reference herein.
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