3M CO
For the period ended May 13, 2025. Filed Mar 26, 2025.
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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 13, 2025 · Filed Mar 26, 2025
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 26, 2025Dear Shareholders,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 13, 2025, at 8:30 a.m. Central Daylight Time at www.virtualshareholdermeeting.com/MMM2025. The 2025 Annual Meeting will be held exclusively online to enable shareholder participation from any location.2024 was a pivotal year for 3M as we emerged from a period of significant transformation, including substantially completing the largest restructuring program in our history, progressing management of legal matters, and spinning off our Health Care business. We are proud of our team’s work executing these programs, and the results of these efforts are beginning to be reflected in our financial results. We also increased our focus on the fundamentals and our three top priorities: driving growth, improving operational performance and effectively deploying capital. We have made solid progress and delivered strong results in 2024. Looking ahead to 2025, we are committed to continued progress on our priorities as we implement our new performance mandate and embed excellence in every part of our company. As we navigate the external environment, we will focus, as always, on relentlessly pursuing excellence in everything we do.We hope you will join us at our Annual Meeting, which is an important opportunity to vote on matters that are outlined in the accompanying Notice of Annual Meeting and Proxy Statement. 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 119 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 online, by telephone, or, if this Proxy Statement was mailed to you, by completing and mailing the enclosed 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 being a 3M shareholder and for your continued support. | |
| Sincerely,William M. BrownChairman of the Board andChief Executive Officer | |
| James R. FitterlingLead Independent Director |
| 2025 Proxy Statement | 3 |
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| 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. | |
| Important Notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on May 13, 2025.The Notice of Annual Meeting, Proxy Statement, and 2024 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 26, 2025. | |
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| Items of business · BoardRecommendation · Page # | |||
|---|---|---|---|
| 1. | Elect the 11 director nominees identified in the Proxy Statement, each for a term of one year. | FOR | 14 |
| 2. | Ratify the appointment of PricewaterhouseCoopers LLP as 3M’s independent registered public accounting firm for 2025. | FOR | 51 |
| 3. | Approve, on an advisory basis, the compensation of our Named Executive Officers. | FOR | 56 |
| 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 18, 2025.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 2024 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,Kevin H. RhodesExecutive Vice President, Chief Legal Affairs Officer and Secretary3M Company3M Center, St. Paul, Minnesota 55144Attending the virtual Annual MeetingTo leverage technology and to enable shareholder participation from any location, the 2025 Annual Meeting will be held exclusively online.To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/MMM2025, 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 119.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/MMM2025. 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 120. | |||
| 4 | 3M Company |
| A letter to our shareholders | 3 |
|---|---|
| Notice of 2025 annual meeting of shareholders | 4 |
| Proxy highlights | 7 |
| Corporate governance at 3M | 14 |
| Elect the 11 director nominees identified in this Proxy Statement | 14 |
| Nominees for director | 16 |
| Board membership criteria | 27 |
| Director nominee skills and experience | 27 |
| Diversity of experience and backgrounds | 28 |
| Board self-evaluation process | 28 |
| Director nomination process | 29 |
| Identification, evaluation, and selection of nominees | 29 |
| Shareholder nominations — shareholder recommendations | 29 |
| Shareholder nominations — advance notice bylaw | 30 |
| Shareholder nominations — universal proxy rules | 30 |
| Shareholder nominations — proxy access | 30 |
| Director orientation and continuing education | 31 |
| Director independence | 31 |
| Corporate governance practices and policies | 31 |
| Corporate governance highlights | 32 |
| Corporate governance guidelines | 33 |
| Communication with directors | 33 |
| 3M’s codes of conduct | 34 |
| Public policy engagement | 34 |
| Related person transaction policy and procedures | 35 |
| Securities trading policies | 35 |
| Policy on adoption of a rights plan | 35 |
| Key areas of Board oversight | 36 |
| Board’s role in strategy | 36 |
| Board’s role in risk oversight | 36 |
| Board’s role in management succession planning and human capital management | 38 |
| Board's role in cybersecurity | 38 |
|---|---|
| Board’s role in sustainability | 38 |
| Board structure and processes | 40 |
| Board’s leadership structure | 40 |
| Lead independent director | 41 |
| Executive sessions | 41 |
| Board committees | 42 |
| Board and committee information | 42 |
| Meeting attendance | 46 |
| Director compensation | 47 |
| Philosophy and process | 47 |
| Elements of annual compensation for non-employee directors | 47 |
| 2024 director compensation table | 48 |
| Reasonableness of non-employee director compensation | 49 |
| Stock retention requirement | 50 |
| Prohibition of hedging, pledging, and other actions | 50 |
| Audit Committee matters | 51 |
| Ratification of the appointment of independent registered public accounting firm for 2025 | 51 |
| Audit Committee report | 53 |
| Audit Committee policy on pre-approval of audit and permissible non-audit services of the independent accounting firm | 54 |
| Fees of the independent accounting firm | 54 |
| Audit Committee restrictions on hiring employees of the independent accounting firm | 55 |
| Executive compensation | 56 |
| Advisory approval of executive compensation | 56 |
| 2025 Proxy Statement | 5 |
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| A letter from the Compensation and Talent Committee | 57 |
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| Compensation discussion and analysis | 58 |
| Section I: Executive overview | 59 |
| Section II: How we determine executive compensation | 68 |
| Section III: Our 2024 executive compensation program | 72 |
| Section IV: Ways in which we address risk and governance | 88 |
| Compensation and Talent Committee report | 91 |
| Compensation and Talent Committee interlocks and insider participation | 91 |
| Executive compensation tables | 92 |
| 2024 summary compensation table | 92 |
| 2024 all other compensation table | 94 |
| Grants of plan-based awards | 95 |
| 2024 outstanding equity awards at fiscal year-end table | 97 |
| 2024 option exercises and stock vested table | 99 |
| Pension benefits | 100 |
| Nonqualified deferred compensation | 101 |
| Potential payments upon termination or change in control | 103 |
| Pay versus performance disclosure | 109 |
| Pay ratio | 115 |
| Stock ownership information | 116 |
| Security ownership of management | 116 |
| Security ownership of certain beneficial owners | 118 |
| Delinquent section 16(a) reports | 118 |
| Other information | 119 |
|---|---|
| Proxy statement | 119 |
| Purpose of the annual meeting | 119 |
| Participating in the virtual annual meeting | 119 |
| Information about the notice of internet availability of proxy materials | 120 |
| Shareholders entitled to vote | 122 |
| Proposals you are asked to vote on and the Board’s voting recommendations | 123 |
| Voting requirements to elect directors and approve each of the proposals described in this proxy statement | 124 |
| Voting methods | 125 |
| Changing or revoking your vote | 126 |
| Counting the vote | 126 |
| Confidentiality | 126 |
| Results of the vote | 126 |
| Delivery of documents to shareholders sharing an address | 126 |
| List of shareholders | 127 |
| Cost of proxy solicitation | 127 |
| Transfer agent | 127 |
| Requirements for submission of shareholder proposals for next year’s annual meeting | 127 |
| Appendix A: Supplemental financial information | 128 |
| Reconciliation of GAAP to non-GAAP financial measures | 128 |
| Appendix B: Meaning of certain terms | 133 |
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 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.