TXNM Energy (TXNM) investors reelect board, ratify KPMG and approve pay

Rhea-AI Filing Summary

TXNM Energy, Inc. reported the results of its annual shareholder meeting. As of April 21, 2026, there were 110,707,257 shares of common stock entitled to vote. Shareholders elected ten directors, each to serve a one-year term ending at the 2027 annual meeting.

Shareholders also ratified the appointment of KPMG LLP as independent public accountants for the year ending December 31, 2026, with 97,185,638 votes for, 356,222 against, and 130,864 abstentions. In addition, shareholders approved, on an advisory basis, the compensation of TXNM’s named executive officers, with 88,014,281 votes for, 1,167,803 against, 156,227 abstentions, and 8,334,413 broker non-votes.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 110,707,257 shares Auditor ratification votes for: 97,185,638 votes Auditor ratification votes against: 356,222 votes +3 more

6 metrics

Shares entitled to vote 110,707,257 shares Common stock outstanding as of April 21, 2026 record date

Auditor ratification votes for 97,185,638 votes KPMG LLP as independent public accountants for year ending December 31, 2026

Auditor ratification votes against 356,222 votes KPMG LLP ratification proposal

Say-on-pay votes for 88,014,281 votes Advisory approval of compensation for named executive officers

Say-on-pay votes against 1,167,803 votes Advisory compensation proposal for named executive officers

Broker non-votes on say-on-pay 8,334,413 votes Advisory compensation proposal

Key Terms

Broker Non-Votes, independent public accountants, advisory basis, Annual Meeting of Shareholders

4 terms

Broker Non-Votes financial

"Votes For | Votes Against | Abstentions | Broker Non-Votes 88,014,281 | 1,167,803 | 156,227 | 8,334,413"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent public accountants financial

"The appointment of KPMG LLP to serve as TXNM’s independent public accountants for the year ending December 31, 2026"

advisory basis regulatory

"TXNM's shareholders approved, on an advisory basis, the compensation of TXNM’s NEOs"

Annual Meeting of Shareholders regulatory

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

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

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Understanding 8-K Material Events →

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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)

FAQ

What did TXNM (TXNM) shareholders decide at the 2026 annual meeting?

Shareholders elected ten directors for one-year terms, ratified KPMG LLP as independent public accountants for 2026, and approved on an advisory basis the compensation of TXNM’s named executive officers, based on the disclosed vote counts for each proposal.

How many TXNM (TXNM) shares were entitled to vote at the meeting?

A total of 110,707,257 shares of TXNM common stock were outstanding and entitled to vote as of April 21, 2026, the record date for the annual meeting, forming the basis for the voting results reported.

Was KPMG LLP ratified as TXNM (TXNM) auditor for 2026?

Yes. Shareholders ratified KPMG LLP as TXNM’s independent public accountants for the year ending December 31, 2026, with 97,185,638 votes for, 356,222 votes against, and 130,864 shareholder abstentions recorded.

Did TXNM (TXNM) shareholders approve executive compensation on a say-on-pay basis?

Yes. On an advisory basis, TXNM shareholders approved compensation for the company’s named executive officers, with 88,014,281 votes for, 1,167,803 against, 156,227 abstentions, and 8,334,413 broker non-votes reported for the proposal.

Were all TXNM (TXNM) director nominees elected at the 2026 meeting?

Yes. All ten nominated directors, including Patricia K. Collawn and others, were elected for one-year terms, each receiving more votes for than against, along with reported abstentions and broker non-votes for every nominee.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 13.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 24.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 14.5 KB