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8-KThe WireRoutine

Shareholder Vote

Filed May 12, 2022 · 4y ago · Accession 0000066740-22-000041

Plain English

Material event — a significant development the company must disclose promptly.

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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 10, 2022 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) ( 651 ) 733-1110 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. 0.950% Notes due 2023 MMM23 New York Stock Exchange 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 SWX 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.     ☐ Item 5.07 Submission of Matters to a Vote of Security Holders At the 2022 Annual Meeting of Shareholders of the Company held on May 10, 2022, 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 eleven 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 366,547,581 9,131,914 1,214,728 89,360,560 1b. Pamela J. Craig 360,046,492 15,675,697 1,172,034 89,360,560 1c. David B. Dillon 368,297,324 7,384,796 1,212,103 89,360,560 1d. Michael L. Eskew 358,735,716 16,894,427 1,264,080 89,360,560 1e. James R. Fitterling 371,652,540 3,966,486 1,275,197 89,360,560 1f. Amy E. Hood 371,309,969 4,452,083 1,132,171 89,360,560 1g. Muhtar Kent 368,331,209 7,047,108 1,515,906 89,360,560 1h. Suzan Kereere 372,695,623 2,998,508 1,200,092 89,360,560 1i. Dambisa F. Moyo 368,846,366 6,834,399 1,213,458 89,360,560 1j. Gregory R. Page 342,407,782 33,253,888 1,232,553 89,360,560 1k. Michael F. Roman 351,700,363 23,801,467 1,392,393 89,360,560 Proposal No. 2 — The shareholders ratified the appointment of PricewaterhouseCoopers LLP as 3M’s independent registered public accounting firm for 2022. FOR AGAINST ABSTAIN BROKER NON-VOTE 434,365,858 30,411,675 1,477,250 N/A Proposal No. 3 — The shareholders gave an advisory approval of the compensation of the Company’s Named Executive Officers as described in the Company’s 2022 Proxy Statement. FOR AGAINST ABSTAIN BROKER NON-VOTE 330,389,409 43,650,536 2,854,278 89,360,560 Proposal No.4 — The shareholders did not approve the shareholder proposal on environmental costs reporting.* FOR AGAINST ABSTAIN BROKER NON-VOTE 49,617,159 318,434,074 8,842,990 89,360,560 Proposal No.5 — The shareholders did not approve the shareholder proposal on China audit.* FOR AGAINST ABSTAIN BROKER NON-VOTE 12,226,850 357,945,686 6,721,687 89,360,560 *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. 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 12, 2022
Filing details
Company
3M CO
Ticker
MMM
CIK
66740
Form type
8-K
Filing date
May 12, 2022
Report date
May 10, 2022
Document
mmm-20220510.htm
Size
294 KB