8-K

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 20, 2014
	(May 15, 2014)

	Exact Name of Registrant as Specified
Commission	in Charter, 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)

 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

On May 15, 2014, the shareholders of PNM Resources, Inc. (“PNMR”) approved the PNMR 2014 Performance Equity Plan (the “2014 PEP”). The terms of the 2014 PEP were previously disclosed in PNMR’s definitive proxy statement (the “2014 Proxy Statement”) for its 2014 Annual Meeting of Shareholders (the “Meeting”), which was filed with the Securities and Exchange Commission (the “SEC”) on April 3, 2014. In addition, a copy of the 2014 PEP was filed as Exhibit 4.3 to the Registration Statement on Form S-8 (File No. 333-195974) that PNMR filed with the SEC on May 15, 2014, and is incorporated herein by reference.

Pursuant to the 2014 annual retainer for non-employee directors described in the 2014 Proxy Statement, each of the eight non-employee directors of PNMR received an award of 2,352 restricted stock rights under the 2014 PEP, which restricted stock rights vest in three equal annual installments beginning on May 15, 2015. The form of Acknowledgement Form with attached Terms and Conditions for restricted stock rights awards granted to non-employee directors under the 2014 PEP is filed as Exhibit 10.2 to this Current Report on Form 8-K 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 nine nominated directors to serve for the ensuing year; on a proposal to ratify the appointment of KPMG LLP to serve as PNMR’s independent public accountants for the year ending December 31, 2014; on a proposal to approve the 2014 PEP; and on a proposal to approve, on an advisory basis, the compensation of PNMR’s named executive officers (“NEOs”).

As of March 26, 2014, 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 stockholders elected, by the vote indicated below, the following nine persons as directors, each to serve as such until PNMR’s Annual Meeting of Shareholders to be held in 2015:

Director	Votes For	Votes Withheld	Broker Non-Votes
Adelmo E. Archuleta	68,707,172	373,833	4,948,796
Patricia K. Collawn	67,443,928	1,637,077	4,948,796
E. Renae Conley	68,758,879	322,126	4,948,796
Alan J. Fohrer	68,820,356	260,649	4,948,796
Maureen T. Mullarkey	68,759,287	321,718	4,948,796
Robert R. Nordhaus	68,812,207	268,798	4,948,796
Donald K. Schwanz	68,829,067	251,938	4,948,796
Bruce W. Wilkinson	68,904,194	176,811	4,948,796
Joan B. Woodard, Ph.D	68,826,825	254,180	4,948,796

At the Meeting, PNMR’s stockholders approved the proposal to ratify the appointment of KPMG LLP to serve as PNMR’s independent public accountants for the year ending December 31, 2014, by the vote indicated below:

Votes For	Votes Against	Abstentions
73,828,854	133,611	67,336

At the Meeting, PNMR’s stockholders approved the 2014 PEP, by the vote indicated below:

Votes For	Votes Against	Abstentions	Broker Non-Votes
55,430,685	13,262,881	387,439	4,948,796

At the Meeting, PNMR’s stockholders approved, on an advisory basis, the compensation of PNMR’s NEOs, by the vote indicated below:

Votes For	Votes Against	Abstentions	Broker Non-Votes
67,566,246	1,349,935	164,824	4,948,796

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits:

Exhibit Number	Description
10.1	PNM Resources, Inc. 2014 Performance Equity Plan (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-8 (File No. 333-195974) that PNMR filed on May 15, 2014)
10.2	Acknowledgement Form with attached Terms and Conditions for restricted stock rights awards granted to non-employee directors under 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: May 20, 2014	/s/ Thomas G. Sategna
	Thomas G. Sategna
	Vice President and Corporate Controller
	(Officer duly authorized to sign this report)

EX-10.2

EXHIBIT 10.2

414 Silver Ave., S.W.

Albuquerque, NM 87102-3289

P 505.241.2700

PNMResources.com

PNM RESOURCES

Acknowledgment Form

[Date]

[Director Name and Address]

Dear [Director]:

Pursuant to the PNM Resources, Inc. 2014 Performance Equity Plan (the ‘Plan’), you have been granted a Restricted Stock Rights Award for ____ shares of stock as outlined below.

Employee ID:	_______________
Granted To:	_______________
Grant ID:	_______________
Grant Date:	_______________
Granted:	_______________
Grant Price:	$0.0000
Vesting Schedule	33⅓% on one year anniversary of grant date 33⅓% on two year anniversary of grant date 33⅓% on three year anniversary of grant date

By my signature below, I hereby acknowledge receipt of this Grant on the date shown above, which has been issued to me under the attached Terms and Conditions and the Plan. I further acknowledge receipt of the copy of the Plan and agree to conform to all of the attached Terms and Conditions of the Grant and the Plan.

Signature: ________________________________________        Date:_________________

[Director]

NOTE: If there are any discrepancies in the name or address show above,

please make the appropriate corrections on this form.

Please return this form to Corporate Governance at MS 1275 by __________.

Terms and Conditions of Restricted Stock Rights Award

Pursuant to the PNM Resources, Inc. 2014 Performance Equity Plan, you have been granted a Restricted Stock Rights Award for the number of shares specified on the Acknowledgment Form attached. The Acknowledgment Form and these Terms and Conditions are collectively referred to as the “Award Document.”

The Restricted Stock Rights Award is subject to all of the provisions set forth in the PNM Resources, Inc. 2014 Performance Equity Plan (the “Plan”) and this Award Document. Capitalized terms used in the Award Document that are not otherwise defined herein shall have the meanings given to such terms in the Plan.

1. Vesting.

(a) The Restricted Stock Rights Award shall vest in accordance with the vesting schedule on the Acknowledgment Form.

(b) If you have a Termination of Service as a Nonemployee Director, any nonvested Restricted Stock Rights Award will vest pursuant to Section 9.4 of the Plan.

2. Form and Timing of Delivery of Stock.

(a) If the Restricted Stock Rights vest as described on the Acknowledgment Form, you will receive the Stock payable with respect to such vested Restricted Stock Rights Award within ninety (90) days following the dates on which the Restricted Stock Rights vest.

(b) If any Restricted Stock Rights vest as described in Section 1(b), you will receive the Stock payable with respect to such Restricted Stock Rights within ninety (90) days following your Termination of Service.

3. Dividend Equivalents. You will not be entitled to receive a dividend equivalent for any of the Restricted Stock Rights granted hereunder.

4. Voting Rights. You will have no voting rights with respect to nonvested Restricted Stock Rights.

5. Clawback. All or any portion of this Restricted Stock Rights Award is subject to recapture or “clawback” to the extent necessary to comply with Company policy or applicable law in effect on the Grant Date. By accepting this Award, you agree to be bound by, and comply with, the terms of any such recapture or clawback provisions and with any Company request or demand for a recapture or clawback.

6. Waiver and Modification. The provisions of this Award Document may not be waived or modified unless such waiver or modification is in writing signed by the Company.

MANY OF THE PROVISIONS OF THIS AWARD DOCUMENT ARE SUMMARIES OF SIMILAR OR PERTINENT PROVISIONS OF THE PLAN. TO THE EXTENT THIS AWARD DOCUMENT IS SILENT ON AN ISSUE OR THERE IS A CONFLICT BETWEEN THE PLAN AND THIS AWARD DOCUMENT, THE PLAN PROVISIONS SHALL CONTROL.