TXNM Energy (TXNM) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 13, 2025, in Austin, TX, with shareholders of record as of March 24, 2025, eligible to vote on key proposals.

• Company operates two regulated utilities in New Mexico and Texas, serving over 800,000 customers, with a focus on clean energy, reliability, and financial strength.

• 2024 financial highlights include $2.74 ongoing earnings per diluted share, a 5.2% dividend increase, and maintained investment grade credit ratings.

• Operational achievements include grid modernization, resiliency investments, and significant integration of renewable energy resources.

• Workforce diversity, community engagement, and sustainability initiatives are emphasized, with recognition for environmental and emergency response efforts.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of ten directors, (2) ratification of KPMG LLP as independent auditor for 2025, and (3) advisory approval of executive compensation.

• Board recommends voting FOR all proposals; all director nominees except two are independent.

• Proxy access allows shareholders (or groups up to 20) with 3%+ ownership for 3 years to nominate directors.

• Shareholder engagement and communication channels are established, with clear processes for submitting proposals and director nominations.

Board of directors and corporate governance

• Board comprises ten nominees, 80% independent, 50% female, 40% minority, all with C-suite experience.

• Board committees (Audit, Compensation and Human Capital, Finance, Nominating) are composed entirely of independent directors.

• Annual election of directors, majority voting, term limits, and regular board refreshment policies in place.

• Lead independent director structure supports strong oversight; board diversity and expertise in environmental, regulatory, and financial matters.

• Corporate governance principles and codes of ethics are reviewed annually and publicly available.