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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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)August 16, 2024
(August 13, 2024)

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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of Certain Executive Compensation Changes

On August 13, 2024, the Compensation and Human Capital Committee of the Board of Directors of TXNM Energy, Inc. (formerly PNM Resources, Inc.) (the “Company”) approved the following compensation changes for Joseph D. Tarry, the Company’s President and Chief Operating Officer, and Elisabeth A. Eden, the Company’s Senior Vice President and Chief Financial Officer, in each case effective as of July 1, 2024: (i) an increase in Mr. Tarry’s target annual cash incentive award opportunity to 75% of his annual base salary (from 70% of his annual base salary), (ii) an increase in Ms. Eden’s target annual cash incentive award opportunity to 65% of her annual base salary (from 60% of her annual base salary), and (iii) an increase in Ms. Eden’s annual base salary to $450,000 (from $421,312).




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: August 16, 2024/s/ Gerald R. Bischoff
Gerald R. Bischoff
Vice President and Corporate Controller
(Officer duly authorized to sign this report)





v3.24.2.u1
Cover Page
Aug. 16, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Aug. 16, 2024
Entity File Number 001-32462
Entity Registrant Name TXNM Energy, Inc.
Entity Tax Identification Number 85-0468296
Entity Incorporation, State or Country Code NM
Entity Address, Address Line One 414 Silver Ave. SW
Entity Address, City or Town Albuquerque
Entity Address, State or Province NM
Entity Address, Postal Zip Code 87102-3289
City Area Code 505
Local Phone Number 241-2700
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, no par value
Trading Symbol TXNM
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001108426
Amendment Flag false
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