TXNM Energy (TXNM) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 10, 2026, with shareholders voting on director elections, auditor ratification, and executive compensation.

• Proposed merger with Blackstone Infrastructure, approved by shareholders and regulators, expected to close in the second half of 2026, with $61.25 per share cash consideration for shareholders.

• Company focuses on clean energy transition, grid resiliency, customer satisfaction, and financial strength, serving over 842,000 customers in New Mexico and Texas.

• 2025 financial highlights include $2.33 ongoing EPS, dividend increase to $1.69/share, and $800 million equity financing.

Voting matters and shareholder proposals

• Shareholders to vote on: (1) election of ten directors, (2) ratification of KPMG LLP as auditor for 2026, (3) advisory approval of executive compensation.

• Board recommends voting FOR all proposals.

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

Board of directors and corporate governance

• Board consists of ten nominees, 50% women, with diverse backgrounds in energy, finance, healthcare, and technology.

• Annual election of all directors, majority voting standard, and term limits to promote board refreshment.

• Lead independent director structure, with Norman P. Becker serving since 2021.

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

• Strong governance practices include annual self-evaluations, stock ownership guidelines, prohibition of hedging/pledging, and clawback policies.