S-8 1 pnmrforms-805162023.htm S-8 Document

As filed with the Securities and Exchange Commission on May 16, 2023

Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_____________________________________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________________________

PNM Resources, Inc.
(Exact name of registrant as specified in its charter)

New Mexico
(State or other jurisdiction of
incorporation or organization)
85-0468296
(I.R.S. Employer
Identification Number)
414 Silver Ave. SW
Albuquerque, New Mexico 87102-3289
(Address of principal executive offices, including zip code)
_____________________________________
PNM Resources, Inc. 2023 Performance Equity Plan
(Full title of the plan)
_____________________________________
Patrick V. Apodaca, Esq.
Senior Vice President, General Counsel & Secretary
414 Silver Ave. SW
Albuquerque, New Mexico 87102-3289
Telephone: (505) 241-2898
Fax: (505) 241-2368
(Name, address and telephone number, including area code, of agent for service)

With a copy to:
Leonard D. Sanchez, Esq.
Associate General Counsel
414 Silver Ave. SW
Albuquerque, New Mexico 87102-3289
Telephone: (505) 241-4941
Fax: (505) 241-2338

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

    Large accelerated filer ☒    Accelerated filer ☐
    Non-accelerated filer ☐    Smaller reporting company ☐
        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 7(a)(2)(B) of the Securities Act. ☐





EXPLANATORY NOTE

PNM Resources, Inc. (the “Company”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) to register the issuance of up to 2,500,000 shares of the Company’s common stock, no par value per share, pursuant to the PNM Resources, Inc. 2023 Performance Equity Plan (the “Plan”). The Company’s Board of Directors approved the Plan on February 28, 2023 and it was approved by the Company’s shareholders at the Company’s 2023 annual meeting of shareholders on May 9, 2023.

PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

*The documents containing the information specified in Part I of this Registration Statement will be delivered to each employee, officer, director or other person who is eligible to participate in the Plan covered by this Registration Statement prepared by the Company in accordance with Form S-8 and Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be, and are not being, filed with the Securities and Exchange Commission (the “Commission”), either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement are available, without charge, to participants in the Plan upon written or oral request. Participants wishing to receive such documents should contact PNM Resources, Inc., Attn: General Counsel, 414 Silver Ave. SW, Albuquerque, New Mexico 87102.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents have been filed by the Company with the Commission and are hereby incorporated by reference in this Registration Statement:

3.The Company’s Current Reports on Form 8-K, filed with the Commission on March 2, 2023, March 9, 2023 (with respect to Item 8.01 only), April 12, 2023, April 28, 2023, May 10, 2023, and May 15, 2023;
4.The description of the Company’s common stock contained in the Company’s Current Report on Form 8-K, filed with the Commission on December 31, 2001, and any amendment or report filed for the purpose of updating such description, including the Company’s Current Reports on Form 8-K filed with the Commission on August 17, 2006, November 21, 2008, and August 9, 2012, and Exhibit 4.1 to the Form 10-K.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the validity of the shares of common stock registered hereby will be passed upon for the Company by Leonard D. Sanchez, Esq., who is employed by the Company as Associate General Counsel. As of May 10, 2023, Mr. Sanchez held 1,966 shares of PNMR common stock (pursuant to the vesting of restricted stock rights) and 1,426 unvested restricted stock rights (which vest in equal annual installments over a three-year period from the respective grant date). Mr. Sanchez is eligible to participate in the Plan.

Item 6. Indemnification of Directors and Officers.
Section 6 of Article II of the Company’s Bylaws states that each person serving as a director or an officer of the Company, or, at the Company’s request, as a director or an officer of any other company in which the Company has a financial interest and regardless of whether or not the person is then in office, and the heirs, executors, administrators and personal representatives of the person, shall be indemnified by the Company to the full extent of the authority of the Company to so indemnify as authorized by New Mexico law.

Section 53-11-4.1 of the Business Corporation Act of the State of New Mexico (“Section 53-11-4.1”) provides that a corporation shall have power to indemnify any person made (or threatened to be made) a party to any proceeding (whether threatened, pending or completed) by reason of the fact that the person is or was a director (or, while a director, is or was serving at the request of the corporation in any of certain other capacities) if: (1) the person acted in good faith; (2) the person reasonably believed: (a) in the case of conduct in the person’s official capacity with the corporation, that the person’s conduct was in its best interests; and (b) in all other cases, that the person’s conduct was at least not opposed to its best interests; and (3) in the case of any criminal proceeding, the person had no reasonable cause to believe the person’s conduct was unlawful. Indemnification may be made against judgments, penalties, fines, settlements and reasonable expenses actually incurred by the person in connection with the proceeding, but may be limited or unavailable with respect to certain proceedings. A director shall not be indemnified in respect of any proceeding charging improper personal benefit to the director, whether or not involving action in the director’s official capacity, in which the director shall have been adjudged to be liable on the basis that personal benefit was improperly received by the director. In some instances, indemnification of a director may be mandatory or, upon the application of a director, may be ordered by a court. Determination that indemnification is permissible and determination as to reasonable expenses is to be made by majority of a quorum of the board of directors, a designated committee set for this purpose, special legal counsel, or by the shareholders. Reasonable expenses incurred by a director may, under certain circumstances, be paid or reimbursed by the corporation in advance of a final disposition of a proceeding. Unless limited by its articles of incorporation, a corporation may (or, as the case may be, shall) indemnify and advance expenses to an officer of the corporation to the same extent as to a director under Section 53-11-4.1. Also, unless limited by its articles of incorporation, a corporation has: (1) the power to indemnify and to advance reasonable expenses to an employee or agent of the corporation to the same extent that it may indemnify and advance reasonable expenses to directors under the statute; and (2) additional power to indemnify and to advance reasonable expenses to an officer, employee or agent who is not a director to such further extent, consistent with law, as may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.

Section 53-11-4.1 was amended in 1987 to provide that the indemnification authorized thereunder shall not be deemed exclusive of any rights to which those seeking indemnification may be entitled under the articles of incorporation, the bylaws, an agreement, a resolution of shareholders or directors or otherwise. The Company has entered into agreements with each director and officer which provide for indemnification of directors and officers to the fullest extent permitted by law, including advancement of reasonable expenses in connection with a proceeding where appropriate. The agreements provide for the appointment of a reviewing party by the Company’s board of directors to make a determination whether claimed indemnification is permitted under applicable law.

Insurance is maintained on a regular basis (and not specifically in connection with this offering) against liabilities arising on the part of directors and officers out of their performance in such capacities or arising on the part of the Company out of the foregoing indemnification provisions, subject to certain exclusions and to the policy limits.

Item 7. Exemption From Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Exhibit
Number 
Description
Page or Method of Filing
4.1Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 21, 2008
4.2Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 25, 2017
4.3Filed herewith
5.1Filed herewith
23.1Filed herewith
23.2Included in Exhibit 5.1
24.1Power of AttorneyIncluded on the signature page hereto
107Filed herewith
Certain legal matters in connection with the securities offered hereby will be passed upon for us by Leonard D. Sanchez, Esq., Associate General Counsel of the Company.
Item 9. Undertakings.
(a)    The undersigned registrant hereby undertakes:
(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)    To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)    To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in this effective Registration Statement; and

(iii)    To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
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(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Albuquerque, State of New Mexico, on this May 16, 2023.

PNM RESOURCES, INC.
By:/s/ P.K. COLLAWN
P.K. Collawn
Chairman and Chief Executive Officer

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints, jointly and severally, Patricia K. Collawn, Elisabeth A. Eden, and Henry E. Monroy, and each of them acting individually, as his or her attorney-in-fact, each with full power of substitution, for him or her any and all capacities, to sign any and all amendments (including, without limitation, post-effective amendments and any amendments or abbreviated registration statements increasing the amount of securities for which registration is being sought) to this registration statement, with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

SignatureTitleDate
/s/ P. K. COLLAWN
 Chairman and Chief Executive Officer
(Principal Executive Officer and Chairman of the Board)
May 16, 2023
P. K. Collawn
/s/ E. A. EDEN
Senior Vice President, Chief Financial Officer, and
Treasurer
(Principal Financial Officer)
May 16, 2023
E.A. Eden
/s/ H. E. MONROY

Vice President and Corporate Controller
(Principal Accounting Officer)
May 16, 2023
H. E. Monroy
/s/ V. A. BAILEY

DirectorMay 16, 2023
V. A. Bailey
/s/ N. P. BECKER
DirectorMay 16, 2023
N. P. Becker
/s/ E. R. CONLEY

DirectorMay 16, 2023
E. R. Conley


/s/ A. J. FOHRER
DirectorMay 16, 2023
A. J. Fohrer
/s/ S. M. GUTIERREZ
DirectorMay 16, 2023
S. M. Gutierrez
/s/ J. A. HUGHES
DirectorMay 16, 2023
J. A. Hughes
/s/ M. T. MULLARKEY
DirectorMay 16, 2023
M. T. Mullarkey
/s/ D. K. SCHWANZ
DirectorMay 16, 2023
D. K. Schwanz