Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 14, 2024

3M COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Delaware

File No. 1-3285

41-0417775

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

3M Center, St. Paul, Minnesota

55144-1000

(Address of Principal Executive Offices)

(Zip Code)

(Registrant’s Telephone Number, Including Area Code) [phone]

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, Par Value $.01 Per Share

MMM

New York Stock Exchange

MMM

Chicago Stock Exchange, Inc.

1.500% Notes due 2026

MMM26

New York Stock Exchange

1.750% Notes due 2030

MMM30

New York Stock Exchange

1.500% Notes due 2031

MMM31

New York Stock Exchange

Note: The common stock of the Registrant is also traded on the SIX Swiss Exchange.

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company     ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the exchange Act.                                                             ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders

At the 2024 Annual Meeting of Shareholders of the Company held on May 14, 2024, the votes cast with respect to each item of business properly presented at the meeting are as follows:

Proposal No. 1 — The shareholders elected each of the twelve nominees to the Board of Directors for a one-year term by the vote of the majority of votes cast, in accordance with 3M’s Bylaws.

			FOR			AGAINST			ABSTAIN			BROKER NON-VOTE
1a. Thomas “Tony” K. Brown			321,985,620			18,565,967			1,184,120			95,991,883
1b. William M. Brown			337,414,547			3,188,851			1,132,309			95,991,883
1c. Audrey Choi			336,766,990			3,830,133			1,138,584			95,991,883
1d. Anne H. Chow			302,414,189			38,219,481			1,102,037			95,991,883
1e. David B. Dillon			326,913,143			13,626,092			1,196,472			95,991,883
1f. James R. Fitterling			325,729,493			14,881,842			1,124,372			95,991,883
1g. Amy E. Hood			325,824,026			14,778,136			1,133,545			95,991,883
1h. Suzan Kereere			324,361,340			16,237,536			1,136,831			95,991,883
1i. Gregory R. Page			313,844,316			26,722,276			1,169,115			95,991,883
1j. Pedro J. Pizarro			329,609,062			10,992,058			1,204,587			95,991,883
1k. Michael F. Roman			330,072,419			10,503,642			1,159,646			95,991,883
1l. Thomas W. Sweet			337,039,365			3,479,349			1,216,993			95,991,883

Proposal No. 2 — The shareholders ratified the appointment of PricewaterhouseCoopers LLP as 3M’s independent registered public accounting firm for 2024.

FOR			AGAINST			ABSTAIN			BROKER NON-VOTE
409,951,992			26,229,163			1,546,435			N/A

Proposal No. 3 — The shareholders did not approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as described in the Company’s 2024 Proxy Statement.

FOR			AGAINST			ABSTAIN			BROKER NON-VOTE
153,684,148			185,471,337			2,580,222			95,991,883

Proposal No.4 — The shareholders did not approve the shareholder proposal on enhanced share ownership policy.*

FOR			AGAINST			ABSTAIN			BROKER NON-VOTE
16,372,119			320,915,147			4,448,441			95,991,883

*Under the General Corporation Law of the State of Delaware, the affirmative “FOR” vote of a majority of those shares present in person or represented by proxy at the meeting and entitled to vote on the matter is required to approve the shareholder proposal. In tabulating the voting result, abstentions and, if applicable, broker non-votes are not counted as votes “FOR” or “AGAINST” the proposal. An abstention will, however, be counted as entitled to vote on a proposal and will, therefore, have the effect of a vote “AGAINST.” Applying this standard, the percentage in favor of the shareholder proposal is calculated by dividing the number of FOR votes by the sum of the number of FOR, AGAINST and ABSTAIN votes.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			3M COMPANY
			By:			/s/ Michael M. Dai
						Michael M. Dai
						Vice President, Associate General Counsel & Secretary

Dated: May 16, 2024

Cover Page	May 14, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	May 14, 2024
Entity Registrant Name	3M COMPANY
Entity File Number	1-3285
Entity Tax Identification Number	41-0417775
Entity Address, Address Line One	3M Center
Entity Address, City or Town	St. Paul
Entity Address, Postal Zip Code	55144-1000
City Area Code	651
Local Phone Number	733-1110
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000066740
DELAWARE	DE
Entity Address, State or Province	MN
Common Stock, Par Value $.01 Per Share | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	Common Stock, Par Value $.01 Per Share
Trading Symbol	MMM
Security Exchange Name	NYSE
Common Stock, Par Value $.01 Per Share | Chicago Stock Exchange, Inc.
Document Information [Line Items]
Title of 12(b) Security	Common Stock, Par Value $.01 Per Share
Trading Symbol	MMM
Security Exchange Name	CHX
1.500% Notes due 2026 | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	1.500% Notes due 2026
Trading Symbol	MMM26
Security Exchange Name	NYSE
1.750% Notes due 2030 | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	1.750% Notes due 2030
Trading Symbol	MMM30
Security Exchange Name	NYSE
1.500% Notes due 2031 | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	1.500% Notes due 2031
Trading Symbol	MMM31
Security Exchange Name	NYSE

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