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AGM 2018

May 22, 2018

Speaker 1

CEO of PNM Resources. And at this time, I'd like to call our meeting to order. If you haven't yet received a copy of the agenda or the rules of order, please raise your hand and a copy will be brought to you. I welcome each of you to this meeting and thank you for your investment in our company. Before we begin today, I want to offer our heartfelt condolences to all of those with friends or loved ones who are injured or lost their lives in the shooting at Santa Fe High School last week.

A number of our TNMP employees live in Santa Fe and have children who attend the high school. While we're thankful that their children came through without serious injury, we know that they are grieving and have been deeply affected by this tragedy. Our hearts go out to the community during this difficult time and we will keep all of the families in our prayers. For your information, this meeting is also being made available via webcast. Verified shareholders will be able to submit questions via the webcast to a moderator, Ms.

Plotter, during the meeting. So that our meeting can proceed in a respectful and orderly fashion, I direct everyone to the procedures of the meeting. Shareholders wishing to address the meeting should, at the appropriate time, approach the microphone in the center. Please use the microphone so that everyone listening on the webcast may hear your questions. Please state your name and the number of shares you represent, address your question to me as Chairman of the meeting, and please limit your remarks to 3 minutes.

And if you've had a chance to speak, please let others go before you ask to be recognized again. At this time, I'd like to introduce the directors of the company. Directors, if you would please stand when I introduce you Norm Becker, President and CEO of New Mexico Mutual Casualty Company Renee Conley, CEO of ER Solutions Al Forre, Retired Chairman and CEO of Southern California Edison Sid Gutierrez, CEO of Rocket Crafters Maureen Malarkey, Partner with Blue Heron Investments Don Schwans, Retired Chairman and CEO of CTS Corporation and Bruce Wilkinson, retired Chairman and CEO of McDermott International and our Independent Lead Director. Next, let me introduce the executive officers of PNM Resources Chuck Eldred, Executive Vice President and Chief Financial Officer Patrick Apodaca, Senior Vice President, General Counsel and Secretary Ron Darnell, Vice President of Public Policy and Chris Olson, Senior Vice President of Utility Operations. We are also pleased to have the honorable Matthew T.

Doyle, the Mayor of Texas City here with us today. Thank you, Mayor, for your attendance. Also with us from our auditors, KPMG, are Mr. John Kanasek, Chief Client Services Partner and Ms. Carolyn Garcia, Partner.

Our agenda for today's meeting is divided into 2 parts. In the first part, we will address the formal business of the company, including 5 items for our shareholders' consideration. The second part will involve an overview of 2017 and our focus for 2018. We will now proceed with the formal business of the meeting. Mr.

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 2

Dan, Chairman, the company had outstanding as of the record date April 2, 2018, a total of 79,653,624 shares of common stock. 91.09 percent of the outstanding common shares are represented at this meeting in person or by proxy. This constitutes a quorum for voting on all matters to be considered during the Annual Meeting of Shareholders.

Speaker 1

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

Speaker 2

The notice of the meeting and Internet availability of proxy materials were mailed by Broadridge Financial Solutions beginning on April 10, 2018, to all shareholders of record as of April 2, 2018. As a result, the meeting is being held pursuant to proper notice and proxies received.

Speaker 1

Thank you. The Secretary will place those documents on file with the records of the meeting. The first three items of business that I present and move for action at this meeting are the following 3 management proposals listed as proposals 1, 2 and 3 in the proxy materials. The first item of business is the election of 8 directors named in the proxy statement. The second item of business is to ratify the appointment of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2018.

The 3rd item of business is to approve on an advisory basis the compensation of our named executive officers known as stay on pay. The Board of Directors recommends a vote in favor of proposals 1, 23 for the reasons set forth in a proxy statement made available to each shareholder as of the record date of April 2, 2018. The 4th and 5th items of business are shareholder proposals. The 4th item of business is to consider and vote on a shareholder proposal to request that Public Service Company of New Mexico publish an assessment of PNM's generation portfolio. The proposal and supporting statement can be found in the proxy statement.

We received notice from the shareholder proponent, the Max and Anna Levenson Foundation, that the foundation has authorized Lila June Johnston to attend this meeting as its representative in order to move the adoption of this proposal. Ms. Johnston, would you please step over to the microphone and identify yourself so that you may present the foundation's proposal. Under our meeting procedures, you have 3 minutes to do so.

Speaker 3

Thank you very much for your attention and for having me. My name is Lila June Johnston. I am proxy for Charlotte Levinson, shareholder who could not be here today. This resolution reads as follows. In November 2016, the Paris Agreement entered into force.

Its goal of keeping global temperature rise well below 2 degrees Celsius has already begun to shape national policies and industries. In June 2016, the credit rating agency, Moody's, indicated that there would begin they would begin to analyze carbon transition risk based on scenarios consistent with the Paris agreement and noted the high carbon risk exposure of the power sector. Rapid expansion of low carbon technologies, including distributed solar, battery storage, grid modernization, energy efficiency and electric vehicles provide not only challenges for our utility business models, but also opportunities for growth. A 2 degree scenario analysis of our company's current generation and future plans will generate a comprehensive picture of current and future risks and opportunities for our company going beyond our routine planning. By assessing the impact of a 2 degree scenario of global warming on the company's full portfolio of power generation assets and planned capital expenditures through 2,040, including the financial risks associated with such scenarios, the company can better plan for future regulatory, technological and market changes.

Numerous companies are involved in doing such an assessment, resources such as recommendations of the task force on climate related financial disclosures. The task force is comprised of 32 global members, representing a broad range of economic sectors and financial markets. In 2017, with respect to the 2 degree scenario resolution, PNM argued that such a study would duplicate information they were already required to provide to state and federal regulators. The SEC specifically rejected our company's arguments and the resolutions went ahead to a vote. PNM was confronted with a strong support for the 2 degree scenario resolution, which received 49.9 percent of the vote.

In a year where 2 degree scenario resolutions were presented at a number of companies and received support nationwide. PNM's percentage in favor was one of the highest after only Occidental Petroleum, which received 67% and ExxonMobil, which was 62%. We believe there's a compelling self interest for PNM and our shareholders to do this assessment. So resolved shareholders request that PNM with Board oversight publish an assessment at reasonable cost and omitting proprietary information of the long term impacts on the company's portfolio of public policies and technological advances that are consistent with limiting global warming to no more than 2 degrees Celsius over pre industrial levels. Thank you.

Speaker 1

Thank you, Ms. Johnson. I would like to advise the shareholders that the Board believes the proposal is not in the best interest of the company and its shareholders for the reasons set forth in the proxy statement and recommends a vote against the proposal. The 5th item of business is to consider and vote on a shareholder proposal to adopt a policy to require an independent share. The proposal and supporting statement can be found in the proxy statement.

We received notice from the shareholder proponent, Robert Andrew Davis, that he would attend this meeting, I want to say Andy, in order to move adoption of this proposal. Mr. Davis, would you please step over to the microphone, identify yourself and present your proposal?

Speaker 4

I just want to say never call your child after the middle name. It's a lifelong torment. My name is Robert Davis, officially Chairwoman Cologne, members of the Board, officers of the company. Thank you for letting me speak. Thank you for letting me present this.

The core of the proposal is resolved, the shareholders request the Board of Directors to adopt this policy and amend the bylaws as necessary to require the Chair of the Board of Directors whenever possible to be an independent member of the Board. This policy would be phased into the next CEO transition. That's the core the proposal. All of you as people in the business world are aware that this very much a current issue in companies worldwide. In the United Kingdom, it's the norm to have a separate CEO and Chairman of the Board.

Here it's becoming more and more popular. Certainly, it's enough sort of influence the lead director movement, which is the form of the company here. You also will be aware that ISS, the proxy advisory company in their materials on P and M suggested that they normally, when such a proposal is 4 that this is a good idea. Now in this particular case, they advised to vote against. But I think they actually missed some things.

Their main reason, summarizing it in straightforward English, was that if it's not broke, don't fix it, that the company is doing fine, so why change the current situation. The just I note in passing that in terms of determining the Chairman's the Chairperson's salary for this last year in terms of meeting metrics that while the stock price was met, the reliability and our consumer satisfaction are not so good. And to me that should be to a shareholder actually a sign of something not correct in the emphasis of the business. The other thing is that in terms of the qualifications, I know that if you read between the lines that the main justification for keeping the CEO, also the Chairman of the Board is that Pat Calon, and I compliment you, is supremely qualified to take that role because of her experience outside the company with issues of sustainability and environmental policy. Unfortunately, that to me is not a good sign.

That's a bad sign. And because I think and I'll just go on, that's a bad sign because of the final thing that ISS missed, which is even though the company seems and the time seem profitable and going well, but in actuality, the ground is shaking under all of our feet right now. On the one hand, technology is changing dramatically, rapidly. On the other hand, there for all of us to see, and in Houston here, we can see it around us, environmental change, environmental threat is there for us to see is all around us. And in such a time, it's important to have to use another phrase, all hands on deck.

And I think the fact that the main competent person in this organization in terms of that threat is Pat is good, but it's also bad. And we need the Board on board and taking a full and substantial role in facing what is a very uncertain for future. Taking a lesson from how am I on time? Am I doing okay?

Speaker 1

Your time is up, but go ahead and take that question.

Speaker 4

Okay, very quickly. Taking a lesson from being a parent, the only way to encourage independent children is to give them independence. And the only way to encourage a Board to take responsibility for what is a very dangerous time is to give them the absolute responsibility to take that role. Thank you very much.

Speaker 1

Thank you. I would like to advise the shareholders that the Board believes the proposal is not in the best interest of the company and its shareholders for the reasons set forth in the proxy statement and therefore recommend a vote against the proposal. At this time, in order so that we can stay within our scheduled time frame, we would welcome comments on the proposals only being acted on. We'll have time later on in the meeting for Q and A. So if anyone has would like to ask a question or have a comment on the proposals, please step to the microphone, identify yourself, and please limit your comments to 3 minutes.

Speaker 5

Good morning, Madam Chairman. Good morning. Thank you for degree one. I feel like Mother Earth is speaking to us in the only language that she has about climate change and she's speaking in the language of unprecedented fires and melting ice caps and vanishing species. She's speaking in about extended droughts and pollinators that aren't arriving, which bring us our food and devastating hurricanes, which you all know here too well.

And so for this reason, I think both these proposals, particularly the 2 degree speaks to me. I hope that you I hope that we'll do better as we move into the future.

Speaker 1

Thank you.

Speaker 6

Good morning.

Speaker 7

Good morning.

Speaker 5

Madam Chair, Board, Advisors, please forgive my attire, my luggage was lost.

Speaker 1

I'm jealous of your attire. I could wear jeans every day, so well.

Speaker 5

My name is Naomi Green. I am an ordained Buddhist and I am in favor of the 2 proposals, also sure not surprising. I would like to actually ask us to stop for a moment and breathe together. I'm wondering if you all would just take a moment to take a deep breath, feel the air going in, feel the air going out. And then I want to point out that this air cannot be separated.

We share the air in this room. We have all already co mingled our air. We cannot say this is my air and that is your air. And that is the same with these two degrees. We cannot say the quality of the environment will be good here and not good there.

So the entire earth stands in the balance. So I know that the PNM's Board, your job is to maximize profits. And that is what you have been given to do. And yet the IRP says that maximizing those profits actually will burn our planet. And so that is why we have to stay within this 2 degrees.

And we cannot afford to burn our planet. In fact, that is immoral. And you all are powerful people. I want you to really notice that you are very powerful people. You have the power to maximize profits and you have the power to change the paradigm and take care of this earth that we all depend on.

And I ask you to really think which one do you want to do? Thank you.

Speaker 8

Adam, Chair, Board, thank you for having me. My name is Greg Broyles. I'm a Houstonian. I'm here representing Paul Gibson, who is a shareholder. I would just like to say a few words that might help with this vote on these last two items.

To whom are you responsible? Shareholders, stranded assets, energy sector profits, climate impact litigation, burdened populations, coal ash 410 parts per million CO2, 1,000,000 years Fukushima, Harvey, greed, generosity business cycle, vision spent uranium, cancer slavery, apartheid, genocide, legacy, humanity, spirit, children, grandchildren, the future. Thank you.

Speaker 1

Thank you. Please there was someone else.

Speaker 9

I'm here on behalf of Leslie Linnkind as a shareholder. I'm also a Dene Women from the Four Corners region of the USA. San Juan Power Plant, Four Corners Power Plant, Navajo Generating Station, all the coal power plants in the region is impacting us as living beings, not only for humans, but vegetation, animal, water, air, it's being contaminated and destroyed in the name of profit. And this has to change. I come on this journey to share this with you as a member of a human being nation within the Four Corners area.

We need a change for a better tomorrow so that we can have a future generation. All these fossil fuel development needs to change and Wall Street needs to learn that and understand that. In a human way, I want you to understand this. We have a future on this planet. It is not fair to all the living things to be exploited and developed and toxified in the name of profit.

That has to change and I'm here to tell you this. We as indigenous people are one with nature. We are one with the earth. And to extract and develop and toxify and contaminate the air, the water and not knowing what the remedies are to correct these things, it needs to be left alone. It needs to be kept in the ground.

What is PNM going to do with the ash pile that's piled up there in those regions? How is the water going to be purified? We want answers. We want the air to be clean so we can have rain again. All these need to be stopped, and Wall Street needs to wake up and find a way to renewable sustainable future?

Thank you.

Speaker 1

Thank you. If not, we do have time for questions. Thank you. There any shareholder in attendance that wishes to vote in person? If you would, please raise your hand and Lisa will bring you a ballot.

While Lisa is handing those out, as soon as those folks have their ballots and get them in, we'll consider the polls closed and the inspectors of elections will count the ballots. While they're doing that, in the meantime, this is the point in the meeting where I have the opportunity to provide an update on the company, to talk about what we've done over the past year, and to look at the challenges and the opportunities ahead. And I can't really talk about the progress and success of the company without first giving credit to the employees who get the job done every day. They focus on serving our customers. They're dedicated.

They're committed. And because of their character, that's why our company is strong. Because of them, we're leading our communities towards a strong, clean and very importantly, secure energy future. And there's a lot of examples of why I have so much pride and so much faith in our employees, but I have to tell you, none are better examples than the men and women of TNMP, especially those here in the Gulf Coast. And that's one of the reasons that it's appropriate and important that we're having our meeting here today.

Less than a year ago, Hurricane Harvey struck the Gulf Coast and it left flooding and devastation. Much of this building that we are in was damaged by flooding. We had water up to about a couple of feet on the wall. And before and after the flooding, this was the room where our crews had their safety and their planning meetings. And the homes of many of our folks were damaged, but not only did they take care of their families during that time, they worked to get everybody else back online, and our line crews did all of that with no OSHA recordable injuries.

That's quite a credit to their dedication and commitment to safety. And employees across the company looked for ways to help. Many of them donated to the employee assistance fund that helped their colleagues here in Texas. And then despite the fact that our service territory still had some damage and their houses were still damaged, 39 TNMP employees, many of whom are here in the back of the room, volunteered to travel to Florida to assist their colleagues in Florida in the restoration efforts after Hurricane Irma. And these actions to me are a demonstration of one of our key values in our corporation, and that's caring.

So to everyone at TNMP and across the company who helped, I'm so proud of your work and what you do to help people and what you are as people. And I want to honor your efforts and that's one of the reasons we're here today, is to honor and thank you for all of the great work that you have done. And it's not just PNM Resources where you see this character and this courage. It exists in companies across our industry. Following Hurricane Harvey, more than 10,000 workers from 21 states descended on Texas and Louisiana to help the investor owned utilities and the public power entities.

And then in response to Hurricane Irma, electric companies from across the United States and Canada sent more than 60,000 workers to Florida to one of the largest power restoration efforts in history. And then there was Hurricane Maria that virtually wiped out Puerto Rico's electric grid. And when the electric company in Puerto Rico asked for help, at least 3,000 line workers and personnel went down to help in the restoration. Nearly 60 utilities sent crews, equipment and materials to the effort. So in times of crisis, electric companies work beyond the boundaries of their own service territories.

We call this mutual assistance, and I think it's really our Chair of the Edison Electric Institute, which is our industry's largest trade organization. And as the Chair of EEI, you get to pick a couple of issues on which you would like to focus and really bring to the attention of the industry. And so I chose to focus on 2 things. The first was expanding Electric Company's efforts to collaborate with stakeholders to create smarter, more interconnected communities and secondly, to ensure that our industry increases its focus on diversity and inclusion. These are two topics that are very important on a national level, but they also impact our businesses and our local communities.

When you talk about smart cities, the term means something different everybody. And none of us like to think we have a dumb city. So I'm not sure I'm totally crazy about the smart community term. But what it's been doing is simply working to encourage utilities to reach out to their communities and stakeholders and to show how we can facilitate progress. And in the last 11 months, we have nearly every investor owned utility working with the community in some way to achieve smart community goals.

Some of our communities have more than 3 projects going. I think where we're finding the most success is in moving smart transportation, distributed energy resources and smart street lighting and electric transportation. But there's other companies that are looking for even more ways to leverage their investment. In New Mexico, PNM is working with the city of Albuquerque to implement electric buses. We're also looking at the possibility of delivering solar energy to some of their city facilities.

And we're working to upgrade the street lights to LED, especially important in Albuquerque because unfortunately, Albuquerque's crime is not where we would like it to be. We're also working with local governments to inform them as they think about fleet transitions from either internal combustion engines or natural gas to electric. And we're collaborating with the EV industry and vehicle manufacturers to help expand that networking of charging stations across New Mexico. Here in Texas, TNMP has implemented smart meters, and they really help provide customers more information to better manage their energy usage. They have now they have nearly instantaneous turn on and turn off.

They have very quick outage notification, and it helps us get our restoration back on faster. They can go on the web and monitor their consumption in you know, there's a lot of change sweeping through the industry, and some of you mentioned it. And you know there's a lot of change sweeping through the industry and some of you mentioned it. And it's not limited to new technology, it's not limited to changes in public policy, and it's not limited to evolving customer expectations. It also extends to our workforce.

And we're experiencing turnover due to many factors, but primarily due to the retirement of career employees. The workforce in our industry is one of the oldest average ages of any industry. So this presents challenges obviously, but I also think it gives us a lot of opportunities to show leadership, especially when it comes to diversity and inclusion. This is critical for us as we build the workforce of the future, and it's a priority for us at PNM and TNMP. As we move forward, we need to demonstrate that this is a great place for people when they're entering the workforce or when they're changing careers.

We need tech savvy, innovative individuals who want to work with new technology and also want to make a difference in their communities. And you know what that sounds like to me? That sounds like a millennial that may want to go work for Google or Apple or Facebook. And what we need to do is say, hey, we're as cool as Google or Apple or Facebook because we make a difference in people's lives. And our hope is to continue to attract the best and the brightest as we always have.

And I also like to remind my friends that work in tech that there would be no Google, there would be no Apple or there would be no Facebook if it wasn't for us because they need electric power to make all those companies work. And at P&M, we have a strong record in diversity and we also have a strong record of diversity among those with whom we do business. The PNM Resources Supplier Diversity Program encourages the use of diverse suppliers and small business vendors with an emphasis on women, minority and veteran owned businesses. Last year alone, we spent $113,000,000 with those types of businesses. So across the company, we're fulfilling our primary responsibility to deliver safe, reliable and affordable and environmentally responsible energy.

So New Mexico, that means integrating new technology and cleaner generation resources to meet our customers' energy needs and to respond to a dynamic energy market. In Texas, that means keeping up with the incredible demand for energy and infrastructure because we like to say here in Texas, this economy is growing wildly. And there's been a lot of exciting work taking place here in Texas. We continue to see market growth here in Texas, but we're also focused on making improvements to the system to ensure reliability and to support increased transmission needs. We're also on track here and the mayor is probably not going to hear this.

We're on track to file a full rate review this month. It's our 1st rate review that we filed in Texas since 2011. And there's one specific accomplishment among the many that TNMP has that I'd like to point out. TNMP has a very impressive record when it comes to energy efficiency. Energy efficiency saves money and it saves energy.

Earlier this year, the EPA honored the TNMP High Performance Homes program with the ENERGY STAR Partner of the Year Sustained Excellence Award. TNMP was also recognized for the 3rd straight year as an Energy Star Partner of the Year and has achieved its energy efficiency goals each year for more than a decade. So Neil, congratulations to you and your team. At PNM, we're continuing to work to generate increasingly clean energy, but it's important to remember that our industry has relied on a varied sources of generation for our mix. We believe a diverse energy mix that combines traditional baseload plants with other clean and renewable energy is the way that we need to ensure that electricity remains safe, reliable and affordable.

And our energy mix is cleaner. In just 10 years, the mix of resources used to generate electricity has changed dramatically. Today, a third of U. S. Electricity comes from 0 emission sources.

In addition, natural gas has surpassed coal as the main source of electricity in the U. S. It's the first time that a fuel other than coal has not been the top generator. And we've remained focused on ensuring and increasing the awareness of the vital role that 20 fourseven generation or what we call baseload sources includes, including nuclear, plays in having a diverse, resilient, and reliable energy mix. By the end of 2016, we don't have the numbers for 2017 yet, the electric industry's carbon dioxide emissions were 25% below 2,006.

Between 19,920,016, NOx was cut by 82% and SOx by 91%, and this is while electricity usage grew by 36% in the United States. Because of the success of the electric industry in moving to cleaner energy resources, the transportation sector is now the biggest source of carbon emissions in the United States. So by switching our mass transit and our personal vehicles to electric vehicles, we can make further progress in reducing carbon emissions. At PNM, we reduced our carbon emissions 40% below 2012 levels. At the end of 2017, we retired 2 of the 4 units at the San Juan Generating Station.

And then last July, we filed our integrated resource plan, which sets forth a responsible plan to continue that transition. The plan is for San Juan generating station to be fully retired by 2022 and for PNM to exit participation in the Four Corners power plant by 2,031, which would make our resource portfolio coal free. And ultimately, this plan has PNM on track to reduce our carbon emissions by 87% by 2,040. By 2,030, we expect to achieve a reduction of approximately 60% of CO2 emissions over 2012, And this far exceeds the carbon reductions that the United States voluntarily committed to in the Paris Accord, which was designed to limit global warming to 2 degrees Celsius by 2,030. The Clean Power Plan, which was how the U.

S. Was implementing Paris in the power sector, had reduction goals of 28% for the state of New Mexico and 32% for the country. So you can see what we have in our plan far exceeds what the Paris Accord asked us to do. Later this year, we will make a filing with the New Mexico Public Regulation Commission regarding our plans for the San Juan Generating Station, and there'll be more filings and more process to come as we seek to implement the elements of our resource plan. The eventual retirement of San Juan Generating Station and the Four Corners power plant will deliver significant environmental benefits.

It's going to also result in significant challenges to the economy of the region and the individuals, the families and the businesses that depend on these plants. We are the largest payer of property taxes up in the Farmington area. We are acutely aware of the potential consequences of the eventual closure of San Juan and Four Corners, and we continue to help work with those communities to find ways to mitigate the economic impact and support the communities in the region, including the Navajo Nation. To help those workers from the Navajo Nation adapt to the rapidly evolving energy industry and prepare them for a more diverse job market, we worked with the Navajo leadership to create the PNM Navajo Nation Workforce Training Program. We committed a total of $1,000,000 over 5 years to fund scholarships.

This is the 5th year of the program, and we've given 570 Navajo students scholarships from the programs. To date, 105 students have earned certificates and 155 students have earned associates or bachelor's degrees. And we understand that the next few years are going to pose continued challenges and opportunities for Four Corners. So that's why even though that 5 year training program came to an end, we pledged to commit an additional $50,000 through 2019. We've given the Four Corners Economic Development Group over $200,000 since 2012, And over the past 10 years, we have provided more than $4,000,000 in corporation and foundation funding to area communities and non profits and we're going to continue to be active and engaged to work with our communities.

Supporting vibrant economies in our communities is critical to our shared success. We participate in and support many state and local economic development initiatives. We also work directly with existing and prospective business customers to find solutions to their energy needs. A great example of this is Facebook. Their new data center in New Mexico requires 100% renewable equivalent energy to power the facility.

So we work with Facebook and we continue to work with them to help secure the renewable resources and the infrastructure necessary to meet Facebook's needs because they still need that connection to PNM's grid so that they get reliable energy 20 fourseven. The project has already boosted the local economy down in Las Lunas. It's provided hundreds of construction jobs and about dozens of permanent positions. It's really helped build some economic momentum for New Mexico. In 2017 alone, we provided support for more than 30 prospective economic development projects.

The prospects that we've supported have helped to create hundreds of new jobs, and we're going to continue our efforts on economic developments. Beyond the dedication of our employees in terms of focusing on the job they do every day, Their generation and their caring is one of the things that's amazing and inspiring to those of us in this industry. I'm always proud of what they accomplished, but this year has been even more amazing. We have a day of service every year, and this year on our day of service, more than 500 employees took part in 48 different activities around Texas and New Mexico. And in April, PNM was recognized by the Mayor of Albuquerque as the 2018 Volunteer Group of the Year.

Volunteerism and community support are really in the DNA of this company and in our industry, and our employees demonstrate year after year ways that help create positive change. You've heard me talk a lot about our employees, and it's because of them and their amazing work that they do that I'm able to say that PNM Resources is strong and on track to meet our goals. We're leading the way in our communities as we transition to cleaner energy, integrate new technology and secure the grid, all while we're making sure that reliability is there and affordability is there. Market forces, new technology and customer demand are really driving this transition at a rapid pace. So we need to be more agile and work more closely than ever before with our stakeholders and regulators to enable and empower this.

Are going to accomplish this with a commitment to collaboration, transparency and customer input. So we are going to go ahead and move forward with our plan, which going to enable us to continue to build value for our customers, our shareholders, our employees and our communities. What does our plan include? We're leading the transition to cleaner resources, integrating new technology to provide enhanced customer control, benefits and choice. We're going to keep it on effectively managing and responsibly managing our costs, keep energy as affordable as possible.

We're going to work to assure appropriate cost recovery for our assets. Those assets were approved by regulators and have provided reliable and affordable energy to customers for decades. This is a really important shared commitment under what's called the regulatory compact. And I'm proud to say because of our efforts, we were just informed that PNM has been nominated for a Smart Electric Power Players Award. The nomination is in the category of Investor Owned Utility of the Year, and they're recognizing us for 3 things: 1, streamlining the solar customer interconnection process, bringing renewable energy online to meet customer needs and for our vision of a coal free portfolio.

Steve Jobs once said, everyone here has the sense that right now is one of those times we're influencing the future. And I think that's certainly true for us at PNM Resources. What we're able to accomplish in the next few years has the potential to benefit our communities and our nation for generations to come. Steve Jobs also said, great things in business are never done by one person. They're done by a team of people.

And we have a terrific team of people here at PNM Resources, and I'm very proud that I get to lead them on this journey. So thank you all for your support and your interest in our great company. I will now take any questions for either myself or our external auditors. Please step forward to the microphone, identify yourself and limit your questions or comments to 3 minutes. Thank you.

Speaker 3

Yes, ma'am? Thank you very much. My name is Lila June Johnston, as I have mentioned. Thank you very much for this information. But our true name is Dine.

And I just wanted to make a brief point regarding your speech, which was that the San Juan generating station units were closed not to reduce coal emissions, but because they were no longer economically viable for the company. And also, these power plants in the Dine area have actually polluted our communities for decades and decades. They have caused increased rates of asthma, increased rates of stroke and heart disease. And there is a very massive coal ash deposit in our community, which has no lining, which is going to decimate our water source in the area. And I believe that PNM has not done a good service to the Dine people.

And so as a friend, as a community member, I would just humbly request from the bottom of my heart to please not talk about how Dine people are treated by PNM as a way of making the company look better because it has actually severely abused my people for many, many decades. And I don't I personally, humbly as humbly as I can, just want to say I do not think it's appropriate to talk about relationships with the Dine people and giving them scholarships so that they can enter into your workforce, because a lot of these jobs are dangerous, they're dirty and they cause a lot of problems for the workers as well. So I don't think it is as humbly as I can, I just would like state that I do not think it's appropriate to brag about what the company has done for Dine people after we have been so thoroughly abused by the company for many, many decades? As humbly as I can, I just could not help but say that? Thank you very much for your time.

Speaker 1

Thank you. It'll come down a little bit. Sure.

Speaker 7

There. Thank you. You're welcome. With your permission.

Speaker 9

Yes.

Speaker 7

I'm a proxy for Alice von Berta. But my name is Kathy Mapovi Sanchez here. I was born and raised in San Ildefonso Pueblo located in the northern parts of New Mexico, and I have lived all my life in my ancestral homelands, and I have sovereign personhood in my homelands, and I have human rights as an indigenous being recognized by the United Nations through this declaration. And I'm also a taxpayer in the United States as I have citizenship here. And the lands of the United States redefined after colonial masculins have stolen parts of North American indigenous lands.

I and my most vulnerable populations have suffered greatly from genocidal practices of colonization. And as an indigenous person, in order to pronounce that word, I would say it as colonization, thinking from the colon of man. That type of thinking is still very present in today's business as usual. That mentality is expressed in the PNM's integrated resource plan. I have seen your actual most effective portfolio to year 2,036 projections, and I have seen it as a continual assault to our most vulnerable life giver of all.

Yes, you and all of us live on very limited earthen lands of Mother Earth, and we humans still do not learn as stated by a wise 19th century Cree elder, and I'll read his statement. Only when the last tree has died and the last river has been poisoned and the last fish has been caught, will we recognize that we cannot eat money? And after reading about your PNM fiscal picture since 20 2008, which shows rates going up 63%, CEO payments going up 122% and stocks going up 301% and profits up 6 54%. Congratulations. But the money blinds the eyes and the hearts of compassionate wisdom.

And I think the percentage giving is reasonable and not comparable to the profits. And yes, the glutton for money never sees the most vulnerable who lives on shortened lives and grief never ending with death upon death from polluted waters, coal ash badly managed and disposed in online pits and mines. We taxpayers seek death and smell the stench of decay, toxic waters with yellow slime for cleaner drinking. This colonialization mine mentality must stop. 1 of the biggest genocidal practices of coal power plants, oil and gas companies is keeping the most vulnerable populations in poor health.

Our livelihoods are means to feed ourselves, much less our ability to even sustain our livestock, our fields, our crops are taking from us and we struggle to see your face, struggle to see how this nurturing of the old practices of extraction has to change and be transformed. And I come I live near Los Alamos National Laboratory and that has been the since 1943, the source of nuclear power. And I see in your portfolio that you have assets to one of the nuclear power plants and I see that your interest is to grow in nuclear power and I would say that that is very toxic And I have seen since my lifetime I grew up there is that there is no management plan for the nuclear hazardous waste that's being produced at nuclear plants. And now the plan is to bring all of the United States' nuclear waste to New Mexico and that is truly unacceptable and it should not be part of your plan because it is causing deadly and inhumane. And I know I'm going over.

And I would also say that it is not safe, it is not renewable and nor does it qualify to be called a source of carbon free alternative. It is causing death. Do your math. And the lives of your taxpayers look to you to have that wisdom. So speak from your heart, your mind and your spirit, as I've offered in prayer, to really come together to have that shared equity, the shared wisdom, believe in your ability to make changes and go forth in that path.

Thank you, Pueda.

Speaker 10

Good morning. My name is Aspen Bio and I'm a proxy for Ann Lacey. Burning coal creates disruptive and deadly weather events that not only affect the environment, but disrupts the traditions and livelihood of indigenous people. Rather than exploit the lands we live on, we learned how to adapt and nurture it. My people believe that there is a balance between the human and natural realms.

Professor Quagley, a Yupik professor from the University of Alaska said it best, Earth does not belong to man, but man belongs to earth. When one forgets or chooses to ignore that concept, they are susceptible to make countless mistakes that could result in destructive and harmful consequences. I appreciate PNM's workers' efforts to help during the hurricane, but you, PNM, must recognize the role in your operations in contributing to one of the deadliest consequences yet, climate change. As a young Native American Pueblo woman, I see damaging effects firsthand. Our health has been jeopardized for PNM's personal gain.

I don't know what your money hunger has made you oblivious to the countless lives you are damaging, but I can tell you that you are forcing generations of families to grow up in contaminated environments. You are making them endure struggles that can be easily dismissed, and you are contributing to the genocide of mind, body and spirit of my people. Stop these unhealthy practices that you are forcing upon people of color.

Speaker 1

Thank you. Thank you.

Speaker 6

Good morning. My name is Stephanie Thomas and I'm here as a proxy for Gabe Lock.

Speaker 5

I live here in Texas and

Speaker 6

I have a couple of comments and a question. So my first comment is with regards to your discussion on electric vehicles. I wholly support that movement toward electric vehicles. And I'm hoping that at some point, perhaps at the next shareholder meeting, PNM will have a plan about not only powering other electric vehicles, but also looking at its own fleet and looking to see how it can be replacing its fleet with electric vehicles as technology allows. My question is with regard to San Juan.

There had been a silo collapse in March. And with the plans to retire the facility in 2022, I'm wondering what are the plans to repair the silo and if that repair makes any sense given the planned retirement of the facility?

Speaker 1

Absolutely. Thank you for your question. And we do have a plan and I will give it to you today, but we are working on transitioning our fleet. We're actually also working on giving employees credits to buy electric vehicles. A couple of us, Lisa has 1, I have 1.

So and we are working with that and we'd be happy to share the plan and we're working on our fleet. Here in Texas, chargers are competitive business right now. So we can't do chargers in Texas, but we've set up a lot of them in New Mexico. We just cut the ribbon on 1 in Silver City last week. So in terms of the silo collapse at San Juan, we conducted an analysis of the cost of the repair.

And the most cost effective way forward is to go ahead and repair the damaged unit and get it back online. It should be back online next month. So we're covering the repair costs through insurance and through our normal capital and operating budget. So we will not have to go through ratepayers and ask for more money because we're taking it out of current operating budgets. And the decision not to proceed with the repairs on Unit 1 would have had some serious contractual and other issues because we have contract with the coal company to take coal and we have other owners of that unit who expect the power to come.

We're not the sole owner there. So we took a very careful look at it and it made the most sense to repair it even though we're going to be retiring the plant in 2020.

Speaker 6

Who are the other owners of the facility?

Speaker 1

Let's see. We have Tucson Electric Power, Ourselves, City of Farmington and Los Alamos.

Speaker 6

And can you remind me what PNM share is in San Juan?

Speaker 1

About half. About half of the remaining. Okay. And Tucson Electric Power is also the is the next big. Okay.

Thank you. You're welcome.

Speaker 5

Hi, again, Wendy Volkmann. Good morning, everyone. K and M's integrated resource plan outlines the company's intention to add a lot of gas, which is a dirty fuel and a little bit of wind and solar down the line. Even though wind and solar are cheaper, they don't have fuel costs associated with them and they won't be stranded assets in 5 to 10 years and they don't cause the kind of climate change that causes the hurricanes that you had to send in so many people to work on. So how does PNM factor into its business analysis the cost of stranded assets for fossil generation that cannot compete well with the plumbing sauce of solar and solar plus storage?

And also does PNM expect that its shareholders will absorb the cost of those stranded assets or are you is the company relying on regulators to lay the cost of those stranded assets on to ratepayers?

Speaker 1

Thank you for your question. When we look at the integrated resource plan, it does add some solar and some wind, but you're right, it also adds some gas plants. And we need the gas plants because we need get the reliability because we're still not at the place where the sun shines all the time and the wind blows all the time. And we need those quick starts, so when the clouds cover the sun or the wind stops blowing, we still have power. And we are investigating battery storage, right, which is kind of the Holy Grail, which keeps you from having to build gas plants.

We put out an RFP for some battery storage and we will continue to update the IRP. We're actually getting ready to start the next IRP process. So we will continue to look at where technology takes us. But until we're able to get battery storage and economically and it's large enough scale to back up the wind and the solar, that's what the gas is for.

Speaker 5

And the stranded assets, will

Speaker 1

the shareholders be paying for those or will the rate payers? Well, stranded assets are only if you don't need the power plants. And that's the reason you go for CCN to have a very public process. CCN, sorry, is a certificate of convenience and necessity. It's a very public process.

And then the commission decides whether or not that power plant is needed. The commission gives you the CCN, then the customers take the cost for that asset. And that's what I mentioned as the regulatory compact. We're a monopoly and the reason we do is because we have to serve everybody. You weren't the monopoly, there's choice here in Texas.

So the electric suppliers, we're a distribution company, we have to serve everybody, but the competitive pieces, they don't have to serve you. And so because we have the obligation to serve everyone, in return for that, we have our CCMs. Thank you. You're welcome. We have about time for one more question and I'll hang around afterwards.

You guys, you're the lucky winner. Thank you. I

Speaker 11

am Dee Homans, a rate payer from New Mexico and also a shareholder from New Mexico. According to PNM's 2017 draft IRP, the coming years nuclear energy will supply roughly 1 third of its generation. While it's technically correct to call nuclear energy carbon free, that's misleading. It implies that it's benign, which it's not. As has been said before, nuclear energy is dangerous and costly, consumes vast amounts of scarce water and is the ultimate polluter and no one has yet figured out how to deal with nuclear waste.

Given these facts and given the falling dramatically falling prices for solar and wind generation, why does the 2017 IRP treat continued reliance on nuclear power given in PNM's generation?

Speaker 1

Couple of things on nuclear power plant. As I mentioned, first of all, we still need 20 fourseven baseload power plants. As I just mentioned, wind and solar are not available around the clock yet. When we crack battery storage and like I said, if I knew when that was going to happen with what technology, I'd be gone. I'd be investing in that.

So we still need those nuclear power plants for that. One of the great things about Salo Verde is that they have an agreement with the city to use gray water. So they don't use any fresh water at Palo Verde. All of their water is recycled water. They have also taken a lot of precautions since Fukushima even though they are not in an earthquake zone.

Palo Verde is one of the most geologically stable power plants out there. And they have been successfully storing waste on-site in the instances since the plant was open. And so their waste is still there. So we need to continue to rely on nuclear so that we can have that base load. We're shutting down our coal base load.

We still need something for base

Speaker 11

load. Glad you're shutting down your

Speaker 1

I know. And you like us to shut down our nuclear, too. All right. I will hang around a little bit afterwards for questions, but we do need to end our meeting so the Board can get on with their meeting. So Mr.

Secretary, back to my script here. Will you please present the report of the Inspectors of Election?

Speaker 2

Madam Chairman, the Inspectors of Election report that the requisite percentage of shares of common stock represented at the meeting

Speaker 8

and voted for the approval of

Speaker 2

the election of the 8 director nominees named in the proxy statement to serve as directors until the company's annual meeting of shareholders in 2019. KPMG to serve as our independent registered public accounting firm for the year ending December 31, 2018. On an advisory basis, the compensation of our named executive officers known as Day unpaid. Therefore, the 8 nominees are now duly elected directors. KPMG is duly ratified as our independent registered public accounting firm for the calendar year 2018 and the compensation for our named executive officers is duly approved on an advisory basis.

In addition, Madame Chairman, the inspectors of election report that the requisite percentage of shares of common stock represented at this meeting did not vote for the approval of the 2 shareholder proposals presented for action at this meeting and described in the proxy statement. Therefore, the 2 shareholder proposals were not approved. Madame Chairman, the vote results will be filed with the SEC through an 8 ks within 4 business days of this meeting. And this concludes the report. Madame Chairman?

Speaker 1

Thank you, Mr. Secretary. Ladies and gentlemen, thank you for your support. Thank you to those of you that traveled here. I'm sorry everybody had crazy dealings in the skies.

And thank you to all of our employees. Again, thank you so much for your work. It is because of you that this company is as great as it is. So our meeting is adjourned. The Board will reconvene, and I'll hang around for a few minutes if there's any more questions.

So thank you all very much.

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