TXNM Energy, Inc. (TXNM)
NYSE: TXNM · Real-Time Price · USD
58.97
+0.05 (0.08%)
At close: Apr 28, 2026, 4:00 PM EDT
58.97
0.00 (0.00%)
After-hours: Apr 28, 2026, 6:30 PM EDT
← View all transcripts

EGM 2021

Feb 12, 2021

Speaker 1

Good morning, and welcome to PNM Resource Special Meeting of Shareholders. I would now like to turn the call over to Lisa Goodman, Director of Investor Relations. Ms. Goodman, please go ahead.

Speaker 2

Thank you. Good morning, and welcome to the special meeting of shareholders of PNM Resources. As we begin, I would like to remind our shareholders that some of the information provided in this meeting should be considered forward looking statements pursuant to the Private Securities Litigation Reform Act of 1995. We caution you that all of the forward looking statements are based upon current expectations and estimates and that PNM Resources assumes no obligation to update this information. These forward looking statements also include statements regarding the potential business combination transaction between PNM Resources and Avangrid.

For a detailed discussion of factors affecting PNM Resources results, please refer to our current and future annual reports on Form 10 ks, quarterly reports on Form 10 Q as well as reports on Form 8 ks filed with the SEC. Additional information with respect to the proposed business combination transaction with Avangrid can be found in the proxy statement. Now I would like to introduce Pat Culon, Chairman, CEO and President of PNM Resources.

Speaker 3

Thank you, Lisa, and good morning, everyone. I welcome each of you to our special meeting of shareholders and thank you for investing in our company. At this time, I call the meeting to order. For the safety of our employees, community and shareholders and considering the Governor's executive order regarding shareholder meetings, we are hosting today's special meeting through a virtual format. We have both verified shareholders and invited guests listening to this virtual shareholder meeting.

Only a verified shareholder may submit a question or comment and vote. If a verified shareholder has a question or a comment, please submit it and your name using the question box located at the bottom of your screen. Questions or comments are limited to topics related to the business of the special meeting. In order to facilitate a smooth meeting, similar questions may be grouped together. Questions and comments will be responded to later during the meeting.

The polls are open for voting and any shareholder who has not voted or wishes to change his or her vote may do so at this time using the vote box on the screen. If you have already voted, you do not need to take any action unless you wish to change your vote. Along with all of you, all directors of PNM Resources and our senior management team are attending this meeting virtually. We will now proceed with the formal business of our meeting. Patrick Apodaca, Secretary of the Company, will record the proceedings of the meeting.

The Board of Directors previously appointed Kathy Martinez, PNM Resources and Andrew Wilcox representing Broadridge Financial Solutions as Inspectors of Election. Prior to this meeting, Ms. Martinez and Mr. Wilcox subscribed to the oath of Inspectors of Election. Mr.

Secretary, would you please consult with the inspectors and report if a quorum is present?

Speaker 4

Madam Chairman, the company had outstanding as of the record date December 31, 2020, a total of 85,000,000 834,874 shares of common stock. 75.8 percent of the outstanding common shares are represented at this meeting in person through the virtual meeting website or by proxy. This constitutes a quorum for voting on all matters to be considered during this special meeting of shareholders.

Speaker 3

Mr. Secretary, would you please report on the notice of meeting, the proxy materials and proxies received?

Speaker 4

The notice of special meeting proxy statements and proxy cards were mailed by Broadridge Financial Solutions beginning on or about January 5, 2021 to all shareholders of record as of December 31, 2020. As a result, the meeting is being held pursuant to proper notice and proxies received.

Speaker 3

Thank you. The Secretary will place those documents on file with the record of the meeting. The two items of business that I present and move for action at this special meeting are proposals 1 and 2 fully described in the proxy materials. The first item of business is to approve proposal 1, the agreement and plan of merger dated as of October 20, 2020 by and among PNM Resources, Avangrid Inc. And New Mexico Green Holdings Inc.

A copy of this merger agreement is attached as Annex A to the proxy statement. The second item of business is to approve proposal 2 by non binding advisory vote, certain existing compensation arrangements for our named executive officers in connection with the merger contemplated by the merger agreement. The Board of Directors recommends a vote in favor of proposals 12 for the reasons set forth in the proxy statement. I will now respond to the questions or comments directed to the company on the two items of business and ask Lisa Goodman, Director of Investor Relations to read the questions. Again, please use the question box on the bottom of the screen

Speaker 2

Thank you, Pat. At this time, we do not have any questions pertaining to the items on today's agenda.

Speaker 3

Thank you, Lisa. In order to move forward with the meeting, we may have grouped types of the same questions together. If you don't believe your question was answered, please contact Lisa Goodman. Lisa's contact information can be found in the contact section of our website. I now declare the polls closed and request that the inspectors of election count the ballots.

Mr. Secretary, will you please present the report of the inspectors of election?

Speaker 4

Madam Chairman, the inspectors of election who provided their preliminary report indicating that the requisite percentage of shares of common stock represented at this meeting have voted for approval of the agreements and plan of merger dated as of October 2020, 2020, buying among PNM Resources, Avangrid Inc. And New Mexico Green Holdings Inc. And approval on an advisory basis of certain existing compensation arrangements for our named executive election determined that sufficient votes were present to approve the merger agreement, the proposal to approve the adjournment of this meeting from time to time if necessary or appropriate was not brought before the shareholders. Therefore, the agreement and plan of merger is duly approved and certain existing compensation arrangements for our named executive officers in connection with the merger contemplated by the merger agreement are duly approved on an advisory basis. The final vote results will be verified filed with the SEC through a Form 8 ks within 4 business days of this meeting.

Madam Chairman, this concludes the preliminary report.

Speaker 3

Thank you, Mr. Secretary. Ladies and gentlemen, thank you for your time and your support. Please stay safe and healthy as we navigate this pandemic. This special meeting is adjourned.

Powered by