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)
December 14, 2015
 
 
(December 10, 2015)
 

 
Commission
 
Name of Registrant, 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)
 
 
 
 
414 Silver Ave. SW
 
 
 
 
Albuquerque, New Mexico 87102-3289
 
 
 
 
(505) 241-2700
 
 
 
 
 
 
 
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)
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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 240.14d-2(b)
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Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)






Item 8.01. Other Events.

On December 10, 2015, the Board of Directors of PNM Resources, Inc. approved a First Amendment to the PNM Resources, Inc. 2014 Performance Equity Plan (the “Plan”) providing that every award issued pursuant to the Plan will be subject to potential forfeiture or recovery to the fullest extent called for by any Clawback Policy that may be adopted by the Company.

The complete text of the First Amendment, which is attached as Exhibit 99.1 to this Current Report on Form 8-K, is incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.
Description
99.1
First Amendment to the PNM Resources, Inc. 2014 Performance Equity Plan





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: December 14, 2015
/s/ Joseph D. Tarry
 
Joseph D. Tarry
 
Vice President and Corporate Controller
 
(Officer duly authorized to sign this report)



Exhibit 99.1

First Amendment
to the
PNM Resources, Inc.
2014 Performance Equity Plan
PNM Resources, Inc. (the “Company”) previously established the PNM Resources, Inc. 2014 Performance Equity Plan (the “Plan”). By this instrument, the Company wishes to amend the Plan to strengthen the clawback provisions included in Section 13.5 in anticipation of the adoption of a Clawback Policy that will fully comply with final rules to be issued by the Securities and Exchange Commission and final listing standards to be adopted by the New York Stock Exchange (the “NYSE”) pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
1.    This First Amendment shall be effective as of the date on which it is approved by the Board of Directors of Company.
2.    Section 13.5 (“ Clawback ”) of the Plan is hereby amended and restated in its entirety to read as follows:

13.5     Clawback . Every Award issued pursuant to this Plan is subject to potential forfeiture or recovery to the fullest extent called for by any “Clawback Policy” that may be adopted by the Company. The Clawback Policy shall fully comply with the final rules issued by the Securities and Exchange Commission and the final listing standards to be adopted by the NYSE pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Clawback Policy also may include such other provisions as the Committee determines to be necessary or appropriate either to comply with any applicable law or listing standard or in light of Company ethics or other policies and practices. By accepting an Award, each Participant consents to the Clawback Policy and agrees to be bound by and comply with the Clawback Policy and to return the full amount required by the Clawback Policy. As a condition to the receipt of such an Award, a Participant also may be required to execute any requested additional documents consenting to and agreeing to abide by such Clawback Policy.



3.    This First 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 First Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions and intent of this First Amendment.
IN WITNESS WHEREOF, PNM Resources, Inc. has caused this First Amendment to be executed as of this 14 th day of December, 2015.

PNM RESOURCES, INC.

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

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