Item 8.01 Other Events.
El Paso Electric Company has implemented two corporate governance reforms in
response to the views of its large shareholders and following discussions with
the major proxy voting advisory services. In 2007 and 2008, the Company incurred
$3,000 and $15,100, respectively, in legal fees to a large law firm for a review
of the Company's directors' and officers' insurance coverage. A director of the
Company who is also a member of the Compensation Committee of the Board is a
partner of the law firm. As a result, the director received a significant
"withhold" vote at the 2008 Annual Meeting of Shareholders. The Company believes
that the policies of the major proxy advisory services and many institutional
shareholders may lead to "withhold" votes for other directors at the upcoming
2009 Annual Meeting if the partner/director continues to serve on the Board's
Compensation Committee. The Company and the Board believe that this would be
unfair to the affected nominees and not in the best interest of all
shareholders, in particular because the law firm has not performed any other
services for the Company since the withhold vote at the 2008 Annual Meeting.
Accordingly, on April 23, 2009, the Board accepted the resignation of the
partner/director from the Compensation Committee of the Board of Directors and
adopted a policy that prohibits the Company from receiving legal services from
any law firm if a member of that firm is also a director of the Company.