☒ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material under Rule 14a-12 |
Payment of Filing Fee (Check the appropriate box): | ||||||
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| | ☐ No fee required. | ||||
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| | ☒ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | ||||
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| | (1) | | | Title of each class of securities to which transaction applies: Common Stock, no par value | |
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| | (2) | | | Aggregate number of securities to which transaction applies: 86,417,407 shares of common stock, which consist of (a) 85,834,874 shares of outstanding common stock issued and outstanding as of December 15, 2020, (b) 168,061 shares of common stock issuable on the vesting of restricted stock rights outstanding as of December 15, 2020, (c) 322,795 shares of common stock issuable on the vesting of performance shares as of December 15, 2020 (calculated assuming current above target level of performance is achieved) and (d) 91,677 shares of common stock that participants in the PNM Resources, Inc. Executive Savings Plan II have a right to acquire through this plan as of November 30, 2020. | |
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| | (3) | | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): In accordance with Exchange Act Rule 0-11(c), the filing fee of $474,235.40 was determined by multiplying .0001091 by the underlying value of the transaction of $4,346,795,572.10, which has been calculated as the sum of: (a) 85,834,874 shares of outstanding common stock issued and outstanding as of December 15, 2020, multiplied by the merger consideration of $50.30 per share, (b) 168,061 shares of common stock issuable on the vesting of restricted stock rights outstanding as of December 15, 2020, multiplied by the merger consideration of $50.30 per share, (c) 322,795 shares of common stock issuable on the vesting of performance shares as of December 15, 2020 (calculated assuming current above target level of performance is achieved), multiplied by the merger consideration of $50.30 per share and (d) 91,677 shares of common stock that participants in the PNM Resources, Inc. Executive Savings Plan II have a right to acquire through this plan as of November 30, 2020, multiplied by the merger consideration of $50.30 per share. | |
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| | (4) | | | Proposed maximum aggregate value of transaction: $4,346,795,572.10 | |
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| | (5) | | | Total fee paid: $474,235.40 | |
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| | ☐ Fee paid previously with preliminary materials. | ||||
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| | ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||||
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| | (1) | | | Amount Previously Paid: | |
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| | (2) | | | Form, Schedule or Registration Statement No.: | |
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| | (3) | | | Filing Party: | |
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| | (4) | | | Date Filed: | |
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