3M CO

For the period ended May 14, 2024. Filed Mar 27, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 14, 2024 · Filed Mar 27, 2024

MMM$185.15-1.4%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

☑	Filed by the Registrant	☐	Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

3M Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

	March 27, 2024Dear Shareholder:On behalf of the Board of Directors and our senior management team, we are pleased to invite you to attend 3M’s Annual Meeting of Shareholders on Tuesday, May 14, 2024, at 8:30 a.m., Central Daylight Time at www.virtualshareholdermeeting.com/MMM2024. To leverage technology to enable shareholder participation from any location, the 2024 Annual Meeting will be held exclusively online.In 2023, the 3M team executed our plans and delivered on our commitment to exit the year stronger, leaner and more focused. We improved our operational performance, advanced the spin-off of our Health Care business, and reduced risk and uncertainty. We implemented the most significant restructuring in 3M history, aggressively cut management layers, simplified our supply chains and streamlined our global go-to-market models.Our actions supported strong underlying margins and robust cash flow. We continued investing in the business, while reducing net debt and returning $3.3 billion to you, our shareholders, through our dividend. Importantly, we continued to do what 3M does best: use material science to make a difference in the world.3M is well positioned to build on our progress in 2024. We will focus on further improving our operational performance, accelerating efforts to optimize our portfolio, and addressing legal matters. We will also continue to invest in high-growth markets where 3M’s unique capabilities can make a difference, including automotive electrification, climate technology, and industrial automation.As recently announced, we are excited about William Brown joining us as our next Chief Executive Officer, starting May 1, 2024, and building on our momentum and progress to move 3M forward. We are confident in our future, and our ability to deliver greater value for our customers, our shareholders, and all who have placed their trust in us. We sincerely hope you will join us at our virtual Annual Meeting. You will have a chance at the meeting to vote on the matters set forth in the accompanying Notice of Annual Meeting and Proxy Statement. There will also be time for your questions and comments. Shareholders who wish to submit questions in advance of the meeting may do so by using their 16-digit control number to access www.proxyvote.com.For information on how to attend the meeting, please read “Participating in the virtual annual meeting” on page 132 of the accompanying Proxy Statement.Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. You may vote your proxy on the Internet, by telephone, or if this Proxy Statement was mailed to you, by completing and mailing the enclosed traditional proxy card. Please review the instructions on the proxy card or the electronic proxy material delivery notice regarding each of these voting options.Thank you for your ongoing support of 3M.
Sincerely,Michael F. RomanChairman of the Board andChief Executive Officer
James R. FitterlingLead Independent Director(Effective April 3, 2024)

2024 Proxy Statement	3

Important Notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on May 14, 2024.The Notice of Annual Meeting, Proxy Statement, and 2023 Annual Report are available at www.proxyvote.com. Enter the 16-digit control number located in the box next to the arrow on the Notice of Internet Availability of Proxy Materials or proxy card to view these materials.THIS PROXY STATEMENT AND PROXY CARD, AND THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS, ARE BEING DISTRIBUTED TO SHAREHOLDERS ON OR ABOUT MARCH 27, 2024.
How to voteWhether or not you plan to attend the virtual meeting, please vote your proxy either by using the Internet or telephone as further explained in this Proxy Statement or by filling in, signing, dating, and promptly mailing a proxy card.
	By TelephoneIn the U.S. or Canada, you may vote your shares toll-free by calling 1-800-690-6903.
	By InternetYou may vote your shares online at www.proxyvote.com.
	By MailYou may vote by mail by marking, dating, and signing your proxy card or voting instruction form and returning it in the postage-paid envelope.
	By Online VotingYou may vote online at the virtual Annual Meeting.

Items of business · BoardRecommendation
1.	Elect the 12 director nominees identified in the Proxy Statement, each for a term of one year.	FOR
2.	Ratify the appointment of PricewaterhouseCoopers LLP as 3M’s independent registered public accounting firm for 2024.	FOR
3.	Approve, on an advisory basis, the compensation of our Named Executive Officers.	FOR
4.	Shareholder proposal, if properly presented at the meeting.	AGAINST
Transact such other business as may properly come before the Annual Meeting and any adjournment or postponement.
Record dateYou are entitled to vote if you were a shareholder of record at the close of business on Tuesday, March 19, 2024.Adjournments and postponementsAny action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.Annual reportOur 2023 Annual Report, which is not part of the proxy soliciting materials, is enclosed if the proxy materials were mailed to you. The Annual Report is accessible on the Internet by visiting www.proxyvote.com, if you have received the Notice of Internet Availability of Proxy Materials, or previously consented to the electronic delivery of proxy materials.By order of the Board of Directors,Michael M. DaiVice President, Associate General Counsel and Secretary3M Company3M Center, St. Paul, Minnesota 55144Attending the virtual Annual MeetingTo leverage technology to enable shareholder participation from any location, the 2024 Annual Meeting will be held exclusively online.To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/MMM2024, you need to enter the 16-digit control number on your proxy card, voting instruction form, or Notice of Internet Availability you previously received. See additional instructions on page 132.We have worked to offer the same participation opportunities as were provided at the in-person portion of our past meetings. At the virtual Annual Meeting, you or your proxy holder may participate, vote and examine a list of shareholders of record entitled to vote at the meeting by accessing www.virtualshareholdermeeting.com/MMM2024. If you wish to submit questions in advance of the virtual meeting, you may do so by using your 16-digit control number to access www.proxyvote.com. During the virtual meeting, you may type in your questions on the meeting website as well. See additional instructions on page 133.

4	3M Company

A letter to our shareholders	3
Notice of 2024 annual meeting of shareholders	4
Proxy highlights	7
Corporate governance at 3M	20
Elect the 12 director nominees identified in this Proxy Statement	20
Nominees for director	22
Board membership criteria	34
Director nominees — diversity of skills and experience	35
Diversity	36
Board self-evaluation process	36
Director nomination process	37
Identification, evaluation, and selection of nominees	37
Shareholder nominations — shareholder recommendations	37
Shareholder nominations — advance notice bylaw	38
Shareholder nominations — universal proxy rules	38
Shareholder nominations — proxy access	38
Director orientation and continuing education	39
Director independence	39
Corporate governance practices and policies	39
Corporate governance highlights	40
Corporate governance guidelines	41
Communication with directors	41
3M’s codes of conduct	42
Public policy engagement	42
Related person transaction policy and procedures	43
Policy on adoption of a rights plan	43
Key areas of Board oversight	44
Board’s role in strategy	44
Board’s role in risk oversight	44
Board’s role in management succession planning and human capital management	46

Board's role in cybersecurity	46
Board’s role in sustainability	46
Our sustainability pillars	48
Board structure and processes	50
Board’s leadership structure	50
Lead independent director	51
Executive sessions	52
Board committees	52
Board and committee information	52
Meeting attendance	56
Director compensation	57
Philosophy and process	57
Elements of annual compensation for non-employee directors	57
2023 director compensation table	58
Reasonableness of non-employee director compensation	59
Stock retention requirement	60
Prohibition of hedging, pledging, and other actions	60
Audit Committee matters	61
Ratification of the appointment of independent registered public accounting firm for 2024	61
Audit Committee report	63
Audit Committee policy on pre-approval of audit and permissible non-audit services of the independent accounting firm	64
Fees of the independent accounting firm	64
Audit Committee restrictions on hiring employees of the independent accounting firm	65
Executive compensation	66
Advisory approval of executive compensation	66

2024 Proxy Statement	5

Compensation discussion and analysis	67
Section I: Executive overview	68
Section II: How we determine executive compensation	78
Section III: Overview of compensation program design	82
Section IV: Incentive compensation attainments and awards	88
Section V: 2023 compensation decisions and performance highlights	95
Section VI: Ways in which we address risk and governance	100
Compensation and Talent Committee report	104
Compensation and Talent Committee interlocks and insider participation	104
Executive compensation tables	105
2023 summary compensation table	105
2023 all other compensation table	106
Grants of plan-based awards	107
2023 outstanding equity awards at fiscal year-end table	108
2023 option exercises and stock vested table	111
Pension benefits	112
Nonqualified deferred compensation	113
Potential payments upon termination or change in control	115
Pay ratio	121
Pay versus performance disclosure	121
Shareholder proposal	126
Shareholder proposal	126
Board's statement opposing the proposal	127
Stock ownership information	129
Security ownership of management	129

Security ownership of certain beneficial owners	131
Other information	132
Proxy statement	132
Purpose of the annual meeting	132
Participating in the virtual annual meeting	132
Information about the notice of internet availability of proxy materials	133
Shareholders entitled to vote	135
Proposals you are asked to vote on and the Board’s voting recommendations	136
Voting requirements to elect directors and approve each of the proposals described in this proxy statement	137
Voting methods	138
Changing or revoking your vote	139
Counting the vote	139
Confidentiality	139
Results of the vote	139
Delivery of documents to shareholders sharing an address	139
List of shareholders	140
Cost of proxy solicitation	140
Transfer agent	140
Requirements for submission of shareholder proposals for next year’s annual meeting	140
Appendix A: Supplemental consolidated statement of income information	141
Reconciliation of GAAP to non-GAAP financial measures	141
Appendix B: Meaning of certain terms	149

Special Note About Forward-Looking StatementsThis proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve risks and uncertainties that could cause results to differ materially from those projected. Please refer to the section entitled “Risk Factors” in our Forms 10-K and 10-Q. The information contained herein is as of the date of this proxy statement. We assume no obligation to update any forward-looking statements contained herein as a result of new information or future events or developments, except as required by law.No Incorporation By ReferenceThis proxy statement includes website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.

6	3M Company

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