0001108426false00011084262025-05-142025-05-14
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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
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| FORM |
8-K |
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| CURRENT REPORT |
| Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 |
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| Date of Report (Date of earliest event reported) |
May 14, 2025 |
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(May 13, 2025) |
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Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No. |
TXNM Energy, 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:
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| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 40.14d-2(b)) |
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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:
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Registrant |
Title of each class |
Trading Symbol(s) |
Name of exchange on which registered |
| TXNM Energy, Inc. |
Common Stock, no par value |
TXNM |
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 May 13, 2025, the Board of Directors (the “Board”) of TXNM Energy, Inc. (“TXNM”), upon the recommendation of the Nominating and Corporate Governance Committee (“NCGC”), elected Patricia K. Collawn, Chairman and Chief Executive Officer, as Executive Chairman (an executive officer position), effective as of July 1, 2025. In connection therewith, the Board upon the recommendation of the NCGC, elected Joseph D. Tarry, President and Chief Operating Officer, effective as of July 1, 2025, as Chief Executive Officer and President (Principal Executive Officer).
The Compensation and Human Capital Committee and the Board have not yet finalized compensation decisions for Ms. Collawn and Mr. Tarry in connection with such upcoming executive officer changes. Once available, any material changes to each of their respective compensation arrangements will be reported in a subsequent Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 13, 2025, TXNM held its Annual Meeting of Shareholders (the “Meeting”).
As of May 13, 2025, the record date for the Meeting, there were 92,659,335 shares of TXNM’s common stock outstanding and entitled to vote at the Meeting.
Set forth below are the final voting results for each of the three proposals submitted to a vote of TXNM’s shareholders at the Meeting. Under state law abstentions have the effect of a vote against the matter.
The following nominees were elected to TXNM’s Board of Directors to serve as directors for a one-year term that expires at TXNM’s Annual Meeting of Shareholders to be held in 2026. The votes cast with respect to the nominees presented at the Meeting were as follows:
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| Nominees |
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Votes For |
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Votes
Against |
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Abstentions |
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Broker
Non-Votes |
| Vicky A. Bailey |
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83,660,233 |
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187,669 |
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72,771 |
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2,089,705 |
| Norman P. Becker |
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83,786,839 |
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62,562 |
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71,272 |
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2,089,705 |
| Patricia K. Collawn |
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82,924,954 |
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908,575 |
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87,144 |
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2,089,705 |
| E. Renae Conley |
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82,517,137 |
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1,334,166 |
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69,370 |
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2,089,705 |
| Sidney M. Gutierrez |
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83,589,099 |
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259,113 |
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72,461 |
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2,089,705 |
| James A. Hughes |
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83,777,911 |
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70,860 |
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71,902 |
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2,089,705 |
| Steven C. Maestas |
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83,751,470 |
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52,208 |
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116,995 |
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2,089,705 |
| Lillian J. Montoya |
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83,747,578 |
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66,635 |
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106,460 |
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2,089,705 |
| Maureen T. Mullarkey |
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82,516,782 |
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1,336,916 |
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66,975 |
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2,089,705 |
| Joseph D. Tarry |
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82,689,526 |
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1,151,118 |
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80,029 |
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2,089,705 |
The appointment of KPMG LLP to serve as TXNM’s independent public accountants for the year ending December 31, 2025, was ratified by TXNM’s shareholders by the vote indicated below:
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| Votes For |
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Votes Against |
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Abstentions |
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| 85,272,507 |
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623,140 |
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114,731 |
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TXNM's shareholders approved, on an advisory basis, the compensation of TXNM’s NEOs, by the vote indicated below:
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| Votes For |
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Votes Against |
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Abstentions |
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Broker
Non-Votes |
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| 82,259,274 |
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1,529,784 |
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131,615 |
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2,089,705 |
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Item 7.01 Regulation FD Disclosure.
Limitation on Incorporation by Reference
A copy of the press release announcing the executive officer changes is attached hereto as Exhibit 99.1 and incorporated by reference herein.
In accordance with general instruction B.2 of Form 8-K, the information in Exhibit 99.1 is furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section and not deemed incorporated by reference in any filing under the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Number Description
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.
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TXNM ENERGY, INC. |
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(Registrant) |
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| Date: May 14, 2025 |
/s/ Gerald R. Bischoff |
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Gerald R. Bischoff |
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Vice President and Corporate Controller |
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(Officer duly authorized to sign this report) |
EX-99.1
2
txnm05142025ex991.htm
EX-99.1
Document
For Immediate Release
May 14, 2025
TXNM Energy Announces Executive Leadership Transition of Pat Collawn to Executive Chair, Don Tarry to CEO
(ALBUQUERQUE, N.M.) – The Board of Directors of TXNM Energy (NYSE: TXNM) announced the transition of current Chief Executive Officer Pat Collawn to Executive Chair, effective July 1, 2025. Concurrently, and as part of a long-standing succession plan, the Board announced Don Tarry as the company’s next President and CEO.
Pat joined TXNM Energy in June 2007 as Utilities President, overseeing operations for wholly owned subsidiaries PNM in New Mexico and TNMP in Texas. In August 2008, she was named President and Chief Operating Officer and in March 2010, she became President and CEO. The Board elected her Chair in January 2012. Pat will continue to provide leadership for TXNM Energy as Executive Chair of the Board of Directors. Don Tarry will become the company’s CEO and President.
Under Pat’s strategic leadership, TXNM Energy was transformed with a focus on its regulated utilities to better meet the evolving needs of its customers and communities. To align with New Mexico’s goals for a clean energy future, TXNM Energy became the first investor-owned utility to announce a goal of 100% carbon-free generation by 2040 and has demonstrated significant progress on this goal, reaching 72% carbon-free generation capacity in 2024.
Pat remains committed to serving her community as the Chair of the New Mexico Partnership under Governor Michelle Lujan Grisham, Trustee of the University of New Mexico Foundation and as a board member of the Kirtland Partnership Committee.
“Pat’s remarkable leadership has advanced our utilities, our teams, our communities and the industry as we navigated a changing energy environment,” said Norm Becker, lead independent director of TXNM Energy. “The board of directors extends our heartfelt appreciation for Pat’s steady and thoughtful approach, and we value her continued board guidance. We are confident in Don’s ability to continue moving our utilities forward as we pursue cost-effective solutions to serve our customers’ growing needs.”
Don Tarry, current President and Chief Operating Officer of TXNM Energy, joined the company in 1996 and previously served in various leadership roles including Senior Vice President and Chief Financial Officer, Vice President of Customer Service, Chief Information Officer, Controller and Treasurer.
“Don’s breadth of knowledge combined with his commitment to our customers and communities is unmatched,” said Pat Collawn. “I have seen first-hand the growth and success his teams have accomplished for the benefit of our customers and know that he will continue this strong track record as he leads TXNM Energy into the future.”
Don is actively involved in his community, serving as the current Chair of the Albuquerque Regional Economic Alliance and as a member of the Board of Directors for the Greater Albuquerque Chamber of Commerce. A native New Mexican, Don received his Bachelor of Accountancy, graduating with honors, from New Mexico State University.
Background:
TXNM Energy (NYSE: TXNM), an energy holding company based in Albuquerque, New Mexico, delivers energy to more than 800,000 homes and businesses across Texas and New Mexico through its regulated utilities, TNMP and PNM. For more information, visit the company's website at www.TXNMEnergy.com.
Contacts:
Analysts Media
Lisa Goodman Corporate Communications
(505) 241-2160 (505) 241-2743
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Statements made in this news release for TXNM Energy, Inc. (“TXNM”), 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, including the unaudited financial results and earnings guidance, 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 and apply only as of the date of this report. TXNM, 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, TXNM, PNM, and TNMP caution readers not to place undue reliance on these statements. TXNM'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. 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.
(END)
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