PNM Resources Board Changes Announced

TL;DR

PNM Resources board shake-up: new directors in, some execs out.

AI Summary

PNM Resources, Inc. announced on March 6, 2024, a change in its board of directors, effective February 29, 2024. The filing details the departure of certain officers and the election of new directors, alongside updates to compensatory arrangements for key executives.

Why It Matters

Changes in a company's board of directors can signal shifts in strategy, governance, or management focus, potentially impacting future performance and shareholder value.

Risk Assessment

Risk Level: low — This filing reports routine corporate governance changes and does not involve significant financial transactions or operational disruptions.

Key Numbers

• March 6, 2024 — Report Date (Date of the current report filing.)
• February 29, 2024 — Event Date (Date of the earliest event reported, indicating when the board changes became effective.)

Key Players & Entities

• PNM Resources, Inc. (company) — Registrant
• New Mexico Corporation (company) — State of Incorporation
• 414 Silver Ave. SW Albuquerque, New Mexico 87102-3289 (company) — Principal Executive Offices Address
• 001-32462 (company) — Commission File Number
• 85-0468296 (company) — IRS Employer Identification Number

FAQ

Filing Documents

• pnm-20240306.htm (8-K) — 41KB
• 0001108426-24-000010.txt ( ) — 191KB
• pnm-20240306.xsd (EX-101.SCH) — 2KB
• pnm-20240306_def.xml (EX-101.DEF) — 14KB
• pnm-20240306_lab.xml (EX-101.LAB) — 25KB
• pnm-20240306_pre.xml (EX-101.PRE) — 15KB
• pnm-20240306_htm.xml (XML) — 3KB

From the Filing

pnm-20240306 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) March 6, 2024 (February 29, 2024) Name of Registrant , State of Incorporation , Address Of Principal Executive Offices , Telephone Number , Commission File No. , IRS Employer Identification No. PNM Resources, Inc. (A New Mexico Corporation) 414 Silver Ave. SW Albuquerque , New Mexico 87102-3289 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. 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 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 29, 2024, the Compensation and Human Capital Committee (the "Compensation Committee") of the Board of Directors (the "Board") of PNM Resources, Inc. (the "Company") approved certain compensatory arrangements in which the Company's named executive officers participate and also recommended that the full Board approve certain other compensatory plans and arrangements in which the Company's named executive officers participate. On March 1, 2024, the full Board (or the independent directors, in the case of certain actions relating specifically to the Company's Chairman and Chief Executive Officer) approved the Compensation Committee's recommendations. The plans and arrangements that were approved at such meetings are described in more detail below. Approval of 2024 Officer Annual Incentive Plan The Compensation Committee approved the Company's 2024 Officer Annual Incentive Plan (the "Annual Incentive Plan"), which provides for a one-year performance period that began on January 1, 2024 and will end on December 31, 2024. Pursuant to the Annual Incentive Plan, the Company's named executive officers are eligible to receive performance cash awards if the Company achieves during 2024 (i) certain levels of Incentive Earnings Per Share (as defined below) and (ii) specified goals. Any awards must be approved by the Compensation Committee (and the independent directors of the Board, in the case of any award payable to the Company's Chairman and Chief Executive Officer) and if earned will be paid on or before March 15, 2025. Additional terms of the Annual Incentive Plan are as follows: To ensure that any awards payable under the Annual Incentive Plan can be funded by the Company's earnings, no awards will be made unless the Company achieves a threshold Incentive Earnings Per Share target. "Incentive Earnings Per Share" equals Company's diluted earnings per share for the fiscal year ending December 31, 2024, as reported in the Company's Annual Report on Form 10-K, adjusted to exclude certain items that do not factor into ongoing earnings. Awards are payable at threshold, target and maximum levels based upon a percentage of the named executive officers' respective base salaries. For the Company's Chairman and Chief Executive Officer, award opportunities under the Annual Incentive Plan range from 57.5% to 230%. Award opportunities range from 35% to 140% for the Company's President and Chief Operating Officer, from 30% to 120% for the Company's Senior Vice President, Chief Financial Officer and Treasurer, and from 27.5% to 110% for the Company's other Senior Vice Presidents. Actual awards under the Annual Incentive Plan (if any) will generally be determined as follows: The overall award pool will be determined based on the Company's actual Incentive Earnings Per Share during 2024. As noted above, if the Company doe

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View this 8-K filing on SEC EDGAR