Independent
Tenure on this board
7.4 yrs
Also a director at
Occidental Petroleum Corp (OXY)Eqt Corp (EQT)
10 nominees · 3 ballot items.
Elect ten directors; ratify KPMG LLP as independent registered public accounting firm for 2026; and approve, on an advisory basis, the compensation of the company’s named executive officers.
Annual election of the ten director nominees named in the proxy statement to serve one-year terms expiring at the 2027 annual meeting.
Shareholder ratification of the Audit Committee’s selection of KPMG LLP as TXNM’s independent registered public accounting firm for 2026.
Non-binding, advisory Say-on-Pay vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (CD&A, compensation tables and footnotes).
This advisory Say-on-Pay proposal asks shareholders to approve, on a non-binding basis, the Company’s disclosed executive compensation for the named executive officers, including the CD&A, compensation tables and supporting narratives. Management seeks this endorsement to confirm that its pay programs—comprised of base salary, a performance-based Annual Incentive Plan (AIP) and multi-year Long-Term Incentive Plans (LTIPs) combining performance shares and time‑based RSAs—are appropriately aligned with shareholder interests. The proxy highlights that 2025 pay is heavily “at risk,” with AIP metrics dominated by Incentive EPS and operational targets (reliability and customer satisfaction) and LTIP metrics tied to Earnings Growth, Relative TSR (suspended for 2026 due to the pending merger), and FFO/Debt ratio, evidencing a mix of financial and operational performance measures. The Board emphasizes governance features intended to protect shareholders—independent Compensation Committee oversight, consultant benchmarking, capped payouts, double‑trigger change‑in‑control treatment, and clawback provisions—while noting discrete actions taken in 2025 (accelerated AIP payments and LTIP settlements) to mitigate tax exposure and address the pending Blackstone Infrastructure merger. The vote is advisory and non‑binding, but the Compensation Committee and independent directors state they will consider the outcome when setting future pay; prior shareholder support was strong (≈98% in 2025). Key points of potential shareholder scrutiny include accelerated settlements tied to the merger timetable, discretion exercised in settling and not seeking clawback for differences after final certification of LTIP results, and the implications of merger‑related treatment of equity awards (conversion to merger consideration if the transaction closes). In aggregate, the proposal requests affirmation of a pay-for-performance program that management contends balances retention and incentive alignment during an active M&A context; shareholders should weigh the program design, recent discretionary actions and the merger dynamics when deciding their advisory vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Blackstone Inc. | 7.23% | 8,000,000 | $468M |
| 2 | BlackRock, Inc. | 7.16% | 7,922,660 | $463M |
| 3 | BALYASNY ASSET MANAGEMENT L.P. | 6.44% | 7,133,543 | $417M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.92% | 6,549,899 | $383M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.26% | 4,714,718 | $276M |
| 6 | STATE STREET CORP | 3.51% | 3,883,309 | $227M |
| 7 | BlackRock, Inc. | 3.25% | 3,601,958 | $211M |
| 8 | MILLENNIUM MANAGEMENT LLC | 3.19% | 3,529,510 | $206M |
| 9 | HBK INVESTMENTS L P | 2.75% | 3,040,938 | $178M |
| 10 | Pentwater Capital Management LPActivist | 2.53% | 2,800,000 | $164M |
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