FilingIndex
8-KThe WireRoutine

Shareholder Vote

Filed May 16, 2024 · 2y ago · Accession 0000066740-24-000058

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 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) ( 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. 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 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. 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
Filing details
Company
3M CO
Ticker
MMM
CIK
66740
Form type
8-K
Filing date
May 16, 2024
Report date
May 14, 2024
Document
mmm-20240514.htm
Size
248 KB