3M CO
For the period ended May 12, 2026. Filed Mar 25, 2026.
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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 12, 2026 · Filed Mar 25, 2026
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 |
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| 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 |
2026 Notice of Annual Meeting &
Proxy Statement
Tuesday, May 12, 2026
8:30 a.m., Central Daylight Time
www.virtualshareholdermeeting.com/MMM2026
| 2026 Proxy Statement | 3 |
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| March 25, 2026Dear Shareholders,On behalf of the Board of Directors, we are pleased to invite you to attend 3M’s Annual Meeting of Shareholders on Tuesday, May 12, 2026, at 8:30 a.m. CDT. The 2026 meeting will be held exclusively online at www.virtualshareholdermeeting.com/MMM2026 enabling all shareholders to participate from any location.In 2025, we delivered strong results and are tracking ahead of the three-year commitments made at our Investor Day in February. We strengthened top-line performance and improved operational execution. We generated robust free cash flow and maintained disciplined capital deployment, returning $4.8 billion to shareholders through dividends and share repurchases.We also continued to invest in long-term value creation. Our R&D investments led to 284 new product introductions (up 68% from 2024) and a double-digit increase in new product sales – indicating that innovation has made a strong resurgence at 3M. These achievements reinforce that the 3M Excellence model is delivering results.Looking ahead, we remain focused on driving organic growth, enhancing operational performance, and deploying capital effectively. We will sharpen execution, advance commercial excellence, and continue investing in innovation that meets customer needs. We will also maintain a disciplined approach to portfolio management, concentrating on markets where 3M is well positioned to win. We see substantial opportunities ahead and are committed to building on our progress to position 3M for sustained success.We would like to thank and recognize Greg Page, who retired from the Board in August 2025 after more than eight years of service; and David Dillon, who has served on the Board for more than ten years and will not stand for reelection after reaching the Board’s mandatory retirement age. We are grateful for their leadership and many contributions to 3M.We also welcome Neil Mitchill, who joined the Board in February 2026 and will be standing for election at the Annual Meeting.We hope you will join the Annual Meeting, which provides an important opportunity to vote on the matters described in the accompanying Notice of Annual Meeting and Proxy Statement. Shareholders may submit questions in advance by using their 16-digit control number to access www.proxyvote.com.For details on how to attend the meeting, please refer to “Participating in the annual meeting” on page 102 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 andChief Executive Officer | |
| James R. FitterlingLead Independent Director |
| 2026 Proxy Statement | 4 |
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| How to voteWhether or not you plan to attend the virtual Annual Meeting, please vote your proxy by using the Internet or telephone as further explained in this Proxy Statement or by filling in, signing, dating, and 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 12, 2026.The Notice of Annual Meeting, Proxy Statement, and 2025 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 25, 2026. | |
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| Items of business · BoardRecommendation · Page # | |||
|---|---|---|---|
| 1. | Elect the 10 director nominees identified in the Proxy Statement, each for a term of one year. | FOR | 12 |
| 2. | Ratify the appointment of PricewaterhouseCoopers LLP as 3M’s independent registered public accounting firm for 2026. | FOR | 43 |
| 3. | Approve, on an advisory basis, the compensation of our Named Executive Officers. | FOR | 48 |
| 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 held shares of 3M Company at the close of business on Tuesday, March 17, 2026.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 2025 Annual Report, which is not part of the proxy soliciting materials, is enclosed if the proxy materials were mailed to you. If you have received the Notice of Internet Availability of Proxy Materials, or previously consented to the electronic delivery of proxy materials, the Annual Report is accessible on the Internet by visiting www.proxyvote.com.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 2026 Annual Meeting will be held exclusively online.To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/MMM2026, you need to enter the 16-digit control number on your proxy card, voting instruction form, or Notice of Internet Availability you previously received. Additional instructions are on page 102.We have worked to offer the same participation opportunities as were provided at the in-person portions 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/MMM2026. 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. Additional instructions are on page 103. | |||
| 5 | 3M Company |
| A letter to our shareholders | 3 | |
|---|---|---|
| Notice of 2026 annual meeting of shareholders | 4 | |
| Proxy Highlights | 7 | |
| Proposal One | 12 | |
| Elect the 10 director nominees identified in this Proxy Statement | ||
| Nominees for director | 14 | |
| Board membership criteria | 19 | |
| Director nominee skills and experience | 20 | |
| Diversity of experience and professional backgrounds | 21 | |
| Board self-evaluation process | 21 | |
| Director nomination process | 22 | |
| Identification, evaluation, and selection of nominees | 22 | |
| Shareholder nominations — shareholder recommendations | 22 | |
| Shareholder nominations — advance notice bylaw | 23 | |
| Shareholder nominations — universal proxy rules | 23 | |
| Shareholder nominations — proxy access | 23 | |
| Director orientation and continuing education | 24 | |
| Director independence | 24 | |
| Corporate governance at 3M | 25 | |
| Corporate governance practices and policies | 25 | |
| Corporate governance highlights | 25 | |
| Corporate governance guidelines | 26 | |
| Communication with directors | 26 | |
| 3M’s codes of conduct | 27 | |
| Public policy engagement | 27 | |
| Related person transaction policy and procedures | 28 | |
| Securities trading policies | 28 | |
| Policy on adoption of a rights plan | 28 | |
| Key areas of Board oversight | 29 | |
| Board’s role in strategy | 29 | |
| Board’s role in risk oversight | 29 | |
| Board’s role in management succession planning and human capital management | 31 | |
|---|---|---|
| Board's role in cybersecurity | 31 | |
| Board's role in artificial intelligence | 31 | |
| Board’s role in sustainability | 31 | |
| Board structure and processes | 32 | |
| Board’s leadership structure | 32 | |
| Lead independent director | 33 | |
| Executive sessions | 33 | |
| Board committees | 34 | |
| Board and committee information | 34 | |
| Meeting attendance | 38 | |
| Director compensation | 39 | |
| Philosophy and process | 39 | |
| Elements of annual compensation for non-employee directors | 39 | |
| 2025 director compensation table | 40 | |
| Reasonableness of non-employee director compensation | 41 | |
| Stock retention requirement | 41 | |
| Prohibition of hedging, pledging, and other actions | 42 | |
| Proposal Two | 43 | |
| Ratification of the appointment of independent registered public accounting firm for 2026 | ||
| Audit Committee matters | 45 | |
| Audit Committee report | 45 | |
| Audit Committee policy on pre-approval of audit and permissible non-audit services of the independent accounting firm | 46 | |
| Fees of the independent accounting firm | 47 | |
| Audit Committee restrictions on hiring employees of the independent accounting firm | 47 | |
| Proposal Three | 48 | |
| Advisory approval of executive compensation | ||
| 2026 Proxy Statement | 6 |
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| Executive compensation | 49 |
|---|---|
| A letter from the Compensation and Talent Committee | 49 |
| Compensation discussion and analysis | 51 |
| Section I: Executive overview | 52 |
| Section II: How we determine executive compensation | 56 |
| Section III: Our 2025 executive compensation program | 60 |
| Section IV: Ways in which we address risk and governance | 74 |
| Compensation and Talent Committee report | 77 |
| Compensation and Talent Committee interlocks and insider participation | 77 |
| Executive compensation tables | 78 |
| 2025 summary compensation table | 78 |
| 2025 all other compensation table | 79 |
| Grants of plan-based awards | 80 |
| 2025 outstanding equity awards at fiscal year-end table | 82 |
| 2025 option exercises and stock vested table | 83 |
| Pension benefits | 84 |
| Nonqualified deferred compensation | 85 |
| Potential payments upon termination or change in control | 86 |
| Pay versus performance disclosure | 93 |
| Pay ratio | 98 |
| Stock ownership information | 99 |
| Security ownership of management | 99 |
| Security ownership of certain beneficial owners | 101 |
| Delinquent section 16(a) reports | 101 |
| Other information | 102 |
|---|---|
| Proxy statement | 102 |
| Purpose of the annual meeting | 102 |
| Participating in the annual meeting | 102 |
| Information about the notice of internet availability of proxy materials | 103 |
| Shareholders entitled to vote | 105 |
| Proposals you are asked to vote on and the Board’s voting recommendations | 106 |
| Voting requirements to elect directors and approve each of the proposals described in this Proxy Statement | 107 |
| Voting methods | 108 |
| Changing or revoking your vote | 109 |
| Counting the vote | 109 |
| Confidentiality | 109 |
| Results of the vote | 109 |
| Delivery of documents to shareholders sharing an address | 109 |
| List of shareholders | 110 |
| Cost of proxy solicitation | 110 |
| Transfer agent | 110 |
| Requirements for submission of shareholder proposals for next year’s annual meeting | 110 |
| Appendix A: Supplemental financial information | 111 |
| Reconciliation of GAAP to non-GAAP financial measures used for compensation purposes | 111 |
| Appendix B: Meaning of certain terms | 116 |
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.
| 7 | 3M Company |
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