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8-KThe WireRoutine

Shareholder Vote

Filed May 11, 2023 · 3y ago · Accession 0000066740-23-000035

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 9, 2023 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 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.     ☐ Item 5.07 Submission of Matters to a Vote of Security Holders At the 2023 Annual Meeting of Shareholders of the Company held on May 9, 2023, 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 ten 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 339,389,340 16,309,968 1,371,223 90,743,308 1b. Anne H. Chow 350,301,386 5,489,057 1,280,088 90,743,308 1c. David B. Dillon 345,135,848 10,570,432 1,364,251 90,743,308 1d. Michael L. Eskew 333,634,175 22,054,132 1,382,224 90,743,308 1e. James R. Fitterling 341,444,351 14,239,499 1,386,681 90,743,308 1f. Amy E. Hood 347,184,179 8,619,896 1,266,456 90,743,308 1g. Suzan Kereere 347,574,118 8,210,145 1,286,268 90,743,308 1h. Gregory R. Page 316,815,455 38,863,352 1,391,724 90,743,308 1i. Pedro J. Pizarro 350,741,243 4,950,815 1,378,473 90,743,308 1j. Michael F. Roman 330,184,452 24,794,642 2,091,437 90,743,308 Proposal No. 2 — The shareholders ratified the appointment of PricewaterhouseCoopers LLP as 3M’s independent registered public accounting firm for 2023. FOR AGAINST ABSTAIN BROKER NON-VOTE 417,673,696 28,447,896 1,692,247 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 2023 Proxy Statement. FOR AGAINST ABSTAIN BROKER NON-VOTE 310,246,072 44,272,594 2,551,865 90,743,308 Proposal No. 4 — The shareholders cast non-binding votes on the frequency (whether annual, biennial or triennial) with which the Company should offer shareholders the opportunity to cast future advisory votes on the compensation of its named executive officers. A plurality of shareholders favored an annual advisory vote on the Company’s executive compensation. Based on the Board of Directors’ recommendation in the Proxy Statement and the voting results, the Company has determined to hold an advisory vote on executive compensation annually. ONE YEAR TWO YEARS THREE YEARS ABSTAIN BROKER NON-VOTE 346,726,199 1,045,246 7,201,809 2,097,277 90,743,308 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 11, 2023
Filing details
Company
3M CO
Ticker
MMM
CIK
66740
Form type
8-K
Filing date
May 11, 2023
Report date
May 9, 2023
Document
mmm-20230509.htm
Size
289 KB