| 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) | October 25, 2017 | |
| (October 24, 2017) | ||
| 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
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 o
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. o
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 24, 2017, the Board of Directors (the “Board”) of PNM Resources, Inc. (the “Company”) amended the Company’s bylaws (as so amended and restated, the “Bylaws”) to implement proxy access. Article I, Section 7 has been added to the bylaws to permit certain shareholders to nominate candidates to serve on the Board and have such candidates included in the Company’s annual meeting materials. To qualify, a shareholder, or a group of up to twenty (20) shareholders, must own at least 3% of the outstanding shares of common stock of the Company continuously for at least three years and must satisfy the other requirements set forth in the Bylaws. The maximum number of director candidates than can be nominated through proxy access is equal to the greater of one director and 20% of the Board.
The foregoing description of the amendment to the bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
| 3.1 | |
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: October 25, 2017 | /s/ Joseph D. Tarry |
| Joseph D. Tarry | |
| Vice President, Finance and Controller | |
| (Officer duly authorized to sign this report) | |