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«NOTICE OF 2015 ANNUAL MEETING OF SHAREHOLDERS To Our Shareholders: The 2015 annual meeting of shareholders of PNM Resources, Inc. will be held as ...»

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PNM Resources, Inc.

414 Silver Ave. SW

Albuquerque, NM 87102-3289



To Our Shareholders:

The 2015 annual meeting of shareholders of PNM Resources, Inc. will be held as follows:

DATE AND TIME: Tuesday, May 12, 2015, at 9:00 a.m. MDT

PLACE: PNM Resources, Inc.

Corporate Headquarters - 4th Floor 414 Silver Avenue SW Albuquerque, New Mexico (map to meeting location included on back of proxy statement) WHO CAN VOTE: You may vote if you were a shareholder of record as of the close of business on March 23, 2015.

ITEMS OF BUSINESS: (1) Elect nine (9) directors.

(2) Ratify appointment of KPMG LLP as independent public accountants for 2015.

(3) Approve, on an advisory basis, the compensation of our named executive officers.

(4) Consider any other business properly presented at the meeting.

VOTING: On March 31, 2015, we began mailing to our shareholders either (1) a Notice of Internet Availability of Proxy Materials which indicates how to access our proxy materials on the Internet or (2) a printed copy of our proxy materials.

After reading the proxy statement, please promptly vote by telephone or Internet or by signing and returning the proxy card so that we can be assured of having a quorum present at the meeting and so your shares may be voted in accordance with your wishes. See the questions and answers in our proxy statement about the meeting (including how to listen to the meeting by webcast), voting your shares, how to revoke a proxy, how to vote shares in person and attendance information.

By Order of the Board of Directors Patricia K. Collawn Chairman, President and Chief Executive Officer



This Notice of Annual Meeting; our 2015 proxy statement; our 2014 Annual Report on Form 10-K; a shareholder letter from Patricia K. Collawn, our Chairman, President and CEO; and stock performance graph are available at www.proxyvote.com and

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Notice of 2015 Annual Meeting of Shareholders Cover Table of Contents i Glossary ii Proxy Summary v Questions and Answers About the Annual Meeting and Voting 1 Information About Our Corporate Governance 6 6 Corporate Governance Principles 6 Code of Ethics 7 Director Independence 7 Majority Voting for Directors 7 Board Leadership Structure and Lead Director 8 Board’s Role in Risk Oversight 8 Communication with the Board 9 Director Service Policy 9 Equity Compensation Awards Policy 9 Related Person Transaction Policy 9 Insider Trading Policy Includes No Hedging or Pledging Additional Information About Our Board and Board Committees 10 10 Board Meetings 10 Board Committees and their Functions Director Compensation 13 Ownership of Our Common Stock 16 16 Five Percent Shareholders 17 Executive Officers and Directors 18 Section 16(a) Beneficial Ownership Reporting Compliance Proposal 1: Elect Nine Directors 18 18 General Information 18 Directors Nominated This Year Audit and Ethics Committee Report 22 Independent Auditor Fees 23 Proposal 2: Ratify Appointment of Independent Public Accountants 24 Proposal 3: Advisory Vote to Approve Compensation of Named Executive Officers 24 Executive Compensation 26 26 Compensation Discussion and Analysis 40 Compensation and Human Resources Committee Report 41 Summary of 2014 NEO Compensation Equity Compensation Plan Information 60 A-1 Appendix A: 2014 Benchmark Data

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The following summary highlights information contained elsewhere in this proxy statement. The summary does not contain all of the information that you should consider and should not be a substitute for reading the entire proxy before voting. Page references are provided for your convenience in locating detailed information.


The Company believes good governance is integral to achieving long-term shareholder value. We are committed to governance policies and practices that serve the interests of the Company and its shareholders. The Board of Directors monitors developments in governance best practices to assure that it continues to meet its commitment to thoughtful and independent representation of

shareholder interests. The following table summarizes certain corporate governance practices and facts:

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The following table summarizes the proposals to be considered at the Annual Meeting and the Board’s voting recommendation with respect to each proposal.

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Nominees for Director (page 18) The following table summarizes information about each director nominee. Each director is elected annually. Detailed background and other information about each director can be found beginning on page 18.

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Auditors (page 24) We ask that our shareholders ratify the selection of KPMG as our independent registered public accounting firm for the year ending December 31, 2015. Below is summary information about KPMG’s fees for services provided in fiscal years 2014 and 2013.

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NEO Compensation Advisory Vote (page 24) In 2014, shareholders continued their strong support of our executive compensation programs with 97.8% of the votes cast for approval of the Say-on-Pay proposal at the 2014 Annual Meeting of Shareholders. The Compensation Committee continues to examine our executive compensation program to ensure alignment between the interests of our executives and shareholders. We ask that our shareholders approve, on an advisory basis, the compensation of our NEOs described in this proxy statement.

For additional information, see the Executive Compensation section, including the CD&A and compensation tables, of this proxy statement.

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1. Why did I receive these proxy materials?

You are receiving these materials because you owned shares of our common stock as of March 23, 2015, and are therefore eligible to vote at the Annual Meeting. This proxy statement summarizes the information you need to know to vote at the Annual Meeting.

For a list of terms defined and used in this proxy statement, see the Glossary beginning on page ii.

After reading the proxy statement, please promptly vote by telephone or Internet or by signing and returning the proxy card so that we can be assured of having a quorum present at the meeting and so your shares may be voted in accordance with your wishes.

You do not need to attend the Annual Meeting to vote your shares.

2. What is included in these proxy materials?

These proxy materials include:

• Notice of Annual Meeting;

• Our proxy statement for the Annual Meeting;

• Our 2014 Annual Report on Form 10-K, which includes our consolidated financial statements;

• A shareholder letter from Patricia K. Collawn, our Chairman, President and CEO, and the stock performance graph.

If you requested printed versions of these materials by mail, these materials also include the proxy card for the Annual Meeting.

Proxy materials are available at:

www.proxyvote.com and http://www.pnmresources.com/asm/annual-proxy.cfm.

3. Why did I receive a one-page notice in the mail regarding Internet availability of proxy materials instead of printed proxy materials?

Most shareholders received a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a full set of printed proxy materials. The Notice provides access to proxy materials in a fast and efficient manner via the Internet. This reduces the amount of paper necessary to produce these materials, as well as costs associated with mailing these materials to shareholders.

On March 31, 2015, (1) we began mailing to our shareholders either (a) the Notice (which indicates how to access our proxy materials on the Internet) or (b) a printed copy of our proxy materials and (2) posted our proxy materials on the website referenced in the Notice.

All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. The Notice includes instructions on how to access the proxy materials over the Internet or how to request proxy materials in printed form by mail or electronically by email for this meeting and on an ongoing basis. Pursuant to applicable law, beneficial owners of shares held in the RSP (our 401(k) plan for employees) will automatically receive paper copies of the proxy materials by mail instead of the Notice. In addition, shareholders who previously requested printed proxy materials or electronic materials on an ongoing basis received the materials in the format requested.

4. How may I obtain copies of the Annual Report on Form 10-K?

As stated above and reflected in the Notice, our Annual Report on Form 10-K for the year ended December 31, 2014 (previously filed with the SEC), was made available to shareholders beginning on March 31, 2015. Copies of the Annual Report on Form 10-K are available without charge upon written request to Jimmie Blotter, Director, Investor Relations and Shareholder Services, Corporate Headquarters, Mail Stop 0905, Albuquerque, New Mexico 87158, or electronically at www.pnmresources.com (under Investors). You may also obtain our SEC filings through the Internet at www.pnmresources.com (under Investors) or www.sec.gov.

15. Who may vote at the Annual Meeting?

You may vote all of the shares of our common stock that you own at the close of business on March 23, 2015, the record date.

On the record date, PNM Resources had 79,653,624 shares of common stock outstanding that are entitled to be voted at the Annual Meeting. You may cast one vote for each share of common stock held by you on all matters presented at the Annual Meeting.

6. What proposals will be voted on at the Annual Meeting?

The following three proposals will be considered and voted on at the Annual Meeting:

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7. Will any other business be conducted at the Annual Meeting or will other matters be voted on?

As of the date of this proxy statement, we are unaware of any other matter (other than the above three proposals listed in the Notice of Annual Meeting of Shareholders) that may be properly presented at the Annual Meeting. If any other matter is properly presented for consideration at the meeting, including consideration of a motion to adjourn the meeting to another time or place, the proxy committee will vote on the matter in accordance with its judgment. Shareholders attending the meeting will directly vote on any such matters.

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Your shares will be voted in the manner you indicate. The telephone and Internet voting systems are available 24 hours a day.

They will close at 11:59 p.m. Eastern Time on May 11, 2015. Please note that the voting deadline is earlier for voting shares held in our RSP, as described below under question 15.

9. What constitutes a quorum and why is a quorum required?

A quorum of shareholders is necessary to conduct business at the Annual Meeting. If at least a majority of all of the PNM Resources common stock outstanding on the record date is represented at the Annual Meeting, in person or by proxy (by voting by telephone or on the Internet or by properly submitting a proxy card or voting instruction form by mail), a quorum will exist. Abstentions, withheld votes and broker non-votes will be counted as present for quorum purposes.

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A proxy is your legal designation of another person (the “proxy”) to vote on your behalf. By voting by telephone or the Internet, or by completing and mailing a printed proxy card, you are giving the proxy committee appointed by the Board, A. E. Archuleta, E. R. Conley and D. K. Schwanz, the authority to vote your shares in the manner you indicate. If you are a shareholder of record and sign and return your proxy card without indicating how you want your shares to be voted, or if you vote by telephone or

Internet in accordance with the Board of Directors’ voting recommendations, the proxy committee will vote your shares as follows:

• FOR the election of the nine (9) directors nominated;

• FOR ratification of the appointment of KPMG LLP as independent public accountants for 2015; and

• FOR the resolution approving the compensation of our NEOs, on an advisory basis, as disclosed in this proxy statement.

If you hold your shares in “street name” and do not provide specific voting instructions to your broker, a “broker non-vote” will result with respect to Proposals 1 and 3. More information about the implications of holding your shares in street name and broker non-votes is set forth in answers to questions 10, 13 and 16-18.

12. Can I change my vote or revoke my proxy?

Yes. Any subsequent vote by any means will change your prior vote. The last vote actually received before the Annual Meeting will be the one counted. You may also revoke your proxy by voting in person at the Annual Meeting.

13. What is the difference between a “shareholder of record” and a “street name” holder?

These terms describe how your shares are held. If your shares are registered directly in your name with Computershare, the Company’s transfer agent, you are a “shareholder of record” with respect to those shares and the Notice was sent directly to you by PNM Resources.

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