TXNM ENERGY INC

Current report (Form 8-K) · Jun 11, 2026 · Item 5.07

Company

TXNM ENERGY INC

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Primary topic

Item 5.07

Filed

Jun 11, 2026

Filing summary Workforce analysis SEC documents(7)Filing text

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8-K

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pnm-20260611.htm

Document text
8-K · pnm-20260611.htm iXBRL 0001108426 2026-06-11 2026-06-11 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) June 11, 2026 (June 10, 2026) 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: ☐ 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 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 5.07. Submission of Matters to a Vote of Security Holders. On June 10, 2026, TXNM held its Annual Meeting of Shareholders (the “Meeting”). As of April 21, 2026, the record date for the Meeting, there were 110,707,257 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 2027. The votes cast with respect to the nominees presented at the Meeting were as follows: Nominees Votes For Votes Against Abstentions Broker Non-Votes Vicky A. Bailey 88,707,042 525,533 105,736 8,334,413 Norman P. Becker 88,872,216 348,411 117,684 8,334,413 Patricia K. Collawn 87,848,176 1,378,787 111,348 8,334,413 E. Renae Conley 88,179,291 1,053,246 105,774 8,334,413 Sidney M. Gutierrez 88,657,040 565,794 115,477 8,334,413 James A. Hughes 88,735,931 471,779 130,601 8,334,413 Steven C. Maestas 89,063,640 165,870 108,801 8,334,413 Lillian J. Montoya 88,794,924 435,066 108,321 8,334,413 Maureen T. Mullarkey 88,242,541 990,345 105,425 8,334,413 Joseph D. Tarry 88,884,448 342,093 111,770 8,334,413 The appointment of KPMG LLP to serve as TXNM’s independent public accountants for the year ending December 31, 2026, was ratified by TXNM’s shareholders by the vote indicated below: Votes For Votes Against Abstentions 97,185,638 356,222 130,864 TXNM's shareholders approved, on an advisory basis, the compensation of TXNM’s NEOs, by the vote indicated below: Votes For Votes Against Abstentions Broker Non-Votes 88,014,281 1,167,803 156,227 8,334,413 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. TXNM ENERGY, INC. (Registrant) Date: June 11, 2026 /s/ Gerald R. Bischoff Gerald R. Bischoff Vice President and Corporate Controller (Officer duly authorized to sign this report)

Document text

8-K · pnm-20260611.htm iXBRL

0001108426 2026-06-11 2026-06-11

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) June 11, 2026
(June 10, 2026)

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:

☐ 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

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 5.07. Submission of Matters to a Vote of Security Holders.

On June 10, 2026, TXNM held its Annual Meeting of Shareholders (the “Meeting”).

As of April 21, 2026, the record date for the Meeting, there were 110,707,257 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 2027. The votes cast with respect to the nominees presented at the Meeting were as follows:

Nominees Votes For Votes
Against Abstentions Broker
Non-Votes
Vicky A. Bailey 88,707,042 525,533 105,736 8,334,413
Norman P. Becker 88,872,216 348,411 117,684 8,334,413
Patricia K. Collawn 87,848,176 1,378,787 111,348 8,334,413
E. Renae Conley 88,179,291 1,053,246 105,774 8,334,413
Sidney M. Gutierrez 88,657,040 565,794 115,477 8,334,413
James A. Hughes 88,735,931 471,779 130,601 8,334,413
Steven C. Maestas 89,063,640 165,870 108,801 8,334,413
Lillian J. Montoya 88,794,924 435,066 108,321 8,334,413
Maureen T. Mullarkey 88,242,541 990,345 105,425 8,334,413
Joseph D. Tarry 88,884,448 342,093 111,770 8,334,413

The appointment of KPMG LLP to serve as TXNM’s independent public accountants for the year ending December 31, 2026, was ratified by TXNM’s shareholders by the vote indicated below:

Votes For Votes Against Abstentions

97,185,638 356,222 130,864

TXNM's shareholders approved, on an advisory basis, the compensation of TXNM’s NEOs, by the vote indicated below:

Votes For Votes Against Abstentions Broker
Non-Votes

88,014,281 1,167,803 156,227 8,334,413

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.

TXNM ENERGY, INC.

(Registrant)

Date: June 11, 2026 /s/ Gerald R. Bischoff
Gerald R. Bischoff
Vice President and Corporate Controller
(Officer duly authorized to sign this report)

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