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)
May 17, 2012
 
 
(May 15, 2012)
 
 
Commission
 
Name of Registrants, State of Incorporation,
 
I.R.S. Employer
File Number
 
Address and Telephone Number
 
Identification No.
 
 
 
 
 
001-32462
 
PNM Resources, Inc.
 
85-0468296
 
 
(A New Mexico Corporation)
 
 
 
 
Alvarado Square
 
 
 
 
Albuquerque, New Mexico 87158
 
 
 
 
(505) 241-2700
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
______________________________
 
(Former name or former address, if changed since last report)
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 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)  Compensatory Arrangements of Certain Officers

As discussed below under Item 5.07, on May 15, 2012, the stockholders of PNM Resources, Inc. (“PNMR”) approved a third amendment (the “amendment”) to PNMR's Second Amended and Restated Omnibus Performance Equity Plan (the “PEP”).  The terms of the amendment to the PEP were previously disclosed in PNMR's definitive proxy statement (the “2012 Proxy Statement”) for its 2012 Annual Meeting of Stockholders (the “Meeting”), which was filed with the Securities and Exchange Commission on April 5, 2012.  A copy of the amendment was included with the 2012 Proxy Statement, is filed as Exhibit 10.1 hereto, and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Meeting, PNMR's stockholders voted on the election of the ten nominated directors to serve for the ensuing year; on a proposal to ratify the appointment of Deloitte & Touche LLP to serve as PNMR's independent public accountants for the year ending December 31, 2012; on the proposal to approve the amendment to the PEP; and on a proposal to approve, on an advisory basis, the compensation of PNMR's named executive officers (“NEOs”).
As of March 26, 2012, the record date for the Meeting, there were 79,653,624 shares of PNMR's common stock outstanding and entitled to vote at the Meeting.
All matters voted on at the Meeting were approved by PNMR's stockholders. Set forth below are the final voting results for each of the proposals submitted to a vote of PNMR's stockholders at the Meeting.
At the Meeting, PNMR's common stockholders elected, by the vote indicated below, the following ten persons as directors, each to serve as such until PNMR's annual meeting of stockholders to be held in 2013:
Director
Votes For
 
Votes Withheld
 
Broker
Non-Votes
Adelmo E. Archuleta
67,954,269
 
562,309
 
5,308,932
Patricia K. Collawn
67,175,369
 
1,341,209
 
5,308,932
Julie A. Dobson
66,683,297
 
1,833,281
 
5,308,932
Alan J. Fohrer
67,961,439
 
555,139
 
5,308,932
Robert R. Nordhaus
67,934,534
 
582,044
 
5,308,932
Manuel T. Pacheco, Ph.D.
66,548,730
 
1,967,848
 
5,308,932
Bonnie S. Reitz
67,961,060
 
555,518
 
5,308,932
Donald K. Schwanz
66,746,396
 
1,770,182
 
5,308,932
Bruce W. Wilkinson
67,957,887
 
558,691
 
5,308,932
Joan B. Woodard, Ph.D.
66,754,382
 
1,762,196
 
5,308,932

At the Meeting, PNMR's common stockholders approved the proposal to ratify the appointment of Deloitte & Touche LLP to serve as PNMR's independent public accountants for the year ending December 31, 2012, by the vote indicated below:

Votes For
 
Votes Against
 
Abstentions
73,381,155
 
371,191
 
73,164













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At the Meeting, PNMR's common stockholders approved the proposal to amend the PEP, by the vote indicated below:

Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
65,852,736
 
1,801,381
 
862,461
 
5,308,932

At the Meeting, PNMR's common stockholders approved, on an advisory basis, the compensation of PNMR's NEOs, by the following vote:

Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
57,856,750
 
3,136,895
 
7,522,933
 
5,308,932

        

Item 9.01          Financial Statements and Exhibits.

(d) Exhibits:

Exhibit
 
 
Number
 
           Description
 
 
 
 
 
 
10.1
 
Third Amendment to PNMR's Second Amended and Restated Omnibus Performance Equity Plan approved by the Shareholders on May 15, 2012































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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.

 
PNM RESOURCES, INC.
 
(Registrant)
 
 
 
 
Date: May 17, 2012
/s/ Thomas G. Sategna
 
Thomas G. Sategna
 
Vice President and Corporate Controller
 
(Officer duly authorized to sign this report)


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Exhibit 10.1

THIRD AMENDMENT
TO THE
PNM RESOURCES, INC. SECOND AMENDED AND RESTATED
OMNIBUS PERFORMANCE EQUITY PLAN
(SUBJECT TO SHAREHOLDER APPROVAL)

PNM Resources, Inc. (the “Company”) previously established the PNM Resources, Inc. Omnibus Performance Equity Plan, which was most recently amended and restated in its entirety effective as of May 19, 2009 by the adoption of the PNM Resources, Inc. Second Amended and Restated Omnibus Performance Equity Plan (the “Plan”). The Plan was then amended by the First and Second Amendments. By the adoption of this Third Amendment the Company wishes to further amend the Plan.
1.      This Third Amendment is effective as of March 21, 2012, the date as of which it was approved by the Company's Board of Directors; provided, however, that this Third Amendment is subject to the approval of the Company's shareholders at the Company's 2012 Annual Meeting and shall be void in the absence of such approval.
2.      Section 2.1 ( Definitions ) is hereby amended by amending and restating Section 2.1(ff) to read as follows:
(ff)      “Performance Period” means the period of time selected by the Committee over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant's right to and the payment of an Award granted pursuant to Sections 8, 9, or 12.
3.      Section 12.7 ( Maximum Award Payable) is hereby amended and restated in its entirety to read as follows:
12.7      Maximum Award Payable . In accordance with Section 5.4, but subject to adjustment upon the occurrence of any of the events indicated in Section 5.3, the maximum Performance-Based Award (other than a Performance Cash Award) payable to any one participant during any fiscal year of the Company is five hundred thousand (500,000) shares of Stock or the equivalent cash value. Subject to adjustment upon the occurrence



of any of the events indicated in Section 5.3, the maximum Performance Cash Award payable to any one Participant during any fiscal year is five hundred thousand (500,000) times the Fair Market Value of a share of Stock on the first day of such fiscal year.
4.      This Third Amendment amends only the provisions of the Plan as noted above, and those provisions not expressly amended shall be considered in full force and effect. Notwithstanding the foregoing, this Third Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions and intent of this Third Amendment.

IN WITNESS WHEREOF, PNM Resources, Inc. has caused this Third Amendment to be executed this 28th day of March, 2012.
PNM RESOURCES, INC.



By: /s/Patrick V. Apodaca
Its: Senior Vice President,
General Counsel and Secretary


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