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
Contents
Proxy Highlights
| Elect the 10 director nominees identified in this Proxy Statement (page 12)•Elect the 10 director nominees identified in this Proxy Statement, each for a term of one year.•Our nominees are distinguished leaders who bring a mix of skills and qualifications to the Board and can represent the interests of all shareholders.•As proven leaders, our nominees are well positioned to guide 3M’s strategic directions. | |
| “FOR” each nominee to the Board |
Corporate governance dashboard
Director nominees
| David P. Bozeman, 57IndependentPresident and Chief Executive Officer and Director, C.H. Robinson Worldwide, Inc.Tenure 2025Committees C&T STS | Thomas “Tony” K. Brown, 70IndependentFormer Group Vice President, Global Purchasing, Ford Motor CompanyTenure 2013Committees A N&G | William M. Brown,63Chairman and Chief Executive Officer, 3M Company Tenure 2024 | ||
| Audrey Choi, 58IndependentFormer Chief Sustainability Officer and Management Committee Member,Morgan StanleyTenure 2023Committees N&G STS | Anne H. Chow, 59IndependentFormer Chief Executive Officer, AT&T BusinessTenure 2023Committees C&T STS | James R. Fitterling, 64Lead Independent DirectorChair of the Board and Chief Executive Officer, Dow Inc.Tenure 2021Committee C&T | ||
| Suzan Kereere, 60IndependentPresident, Global Markets, PayPal Holdings, Inc. Tenure 2022Committees A C&T | Neil G. Mitchill, Jr., 50 IndependentExecutive Vice President and Chief Financial Officer RTX CorporationTenure 2026Committees A N&G | |||
| Key | ||||
| A | Audit | |||
| C&T | Compensation and Talent | |||
| STS | Science, Technology & Sustainability | |||
| Pedro J. Pizarro, 60IndependentPresident and Chief Executive Officer and Director, Edison InternationalTenure 2023Committees N&G STS | Thomas W. Sweet, 66IndependentFormer Chief Financial Officer, Dell Technologies Inc.Tenure 2023Committees A N&G | |||
| N&G | Nominating and Governance | |||
| Chair | ||||
| 2026 Proxy Statement | 8 |
|---|
Proxy highlights
Board skills and experience
| Director nominee age | Director nomineetenure | Other public company boards | Strong director nominee independence |
|---|---|---|---|
| 60.7 | 3.7 | 0.9 | 90% |
| Average years · Average tenure · Average board positions | |||
| Skills and experience across multiple key disciplines•All nominees experienced in leadership, finance, global, and risk management•At least 9 nominees experienced in supply chain and technology | Lead independent director•Lead Independent Director with robust authority•Combined Chairman and CEO positions | Meeting attendance99%•Overall attendance at Board and committee meetings•5 Board meetings in 2025 | Active Board refreshment•9 of 10 nominees, including 8 independent nominees, have joined the Board since 2021•New Lead Independent Director in 2024•All committee chairs new in role since 2023 |
| Skills and experience | |||
| Leadership · Technology · Risk Management | |||
| Manufacturing · Finance · Marketing | |||
| Supply Chain · Global | |||
<60 Years
0-4 Years
0 Board
Independent
60-65 Years
5-9 Years
1 Board
Not Independent
66-70 Years
10-14 Years
2 Boards
71-74 Years
15+ Years
3 Boards
| 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 10/10 |
| 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 9/10 |
| 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 10/10 |
| 1 | 1 | 1 | 1 | 1 | 5/10 |
| 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 10/10 |
| 1 | 1 | 1 | 1 | 1 | 5/10 |
| 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 9/10 |
| 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 10/10 |
| 9 | 3M Company |
Proxy highlights
Corporate governance highlights
| Our Board’s Best Practices | ||
| Annual director elections Variety of technical expertise, industry knowledge, backgrounds, and experiences Lead Independent Director with robust authority Regular board refreshment with balanced mix of tenure Regular shareholder engagement | Extensive oversight of enterprise risk management Annual board, committee, and individual director self-evaluation Annual “say-on-pay” shareholder vote Committed to sustainability and strong governance | Strong alignment between company performance and executive compensation Comprehensive clawback policy Annual compensation risk assessment Robust stock ownership guidelines for executive officers and directors |
Board refreshment
We regularly add directors to infuse new ideas and fresh perspectives into the boardroom. Nine of our ten director
nominees standing for this year’s election, including eight independent director nominees, have joined our Board since
- In recruiting directors, we focus on how the background, experience, and skill set of each individual complements
that of the other directors to create a balanced board with differing viewpoints and backgrounds, deep expertise, and
strong leadership experience.
Shareholder outreach and engagement
Shareholder engagement is fundamental to our commitment to good governance and essential to maintaining our strong
corporate governance practices. Our Board is committed to ongoing dialogue with our shareholders, which enables us to
incorporate invaluable shareholder perspectives into the Board’s discussions related to strategic priorities, corporate
governance, executive compensation, and sustainability initiatives. We seek a collaborative and mutually beneficial
approach to issues of importance to investors that affect our business. During 2025, our engagement team met with the
following cross-section of shareholders:
| CONTACTED 22Institutional shareholders, representing ~60% of all outstanding shares held by institutional shareholders | ENGAGED13Meetings with institutional shareholders, representing ~39% of all outstanding shares held by institutional shareholders | 3M ENGAGEMENT TEAM•Chair of the Compensation and Talent Committee•Lead Independent Director•Representatives of the legal affairs, human resources, and investor relations teamsOne or more independent directors attended 10 of the meetings, all of which were with top 25 shareholders. |
|---|
Investors provided valuable comments and perspective on the Company’s CEO transition, Board changes, increased
transparency and robustness of executive compensation, other proxy disclosures, business priorities and results, and risk
management and mitigation. Shareholder feedback is shared with the appropriate Board committees or the full Board to
ensure our governance policies reflect priorities that are important to our shareholders.
3M’s sustainability highlights
We report on sustainability matters, including publication of our annual Global Impact Report, atwww.3M.com/sustainability.
We align our reporting with the Global Reporting Initiative (GRI), the Task Force for Climate-Related Financial Disclosures
(TCFD), and the evolving global efforts of reporting frameworks and requirements. Information on Board oversight of
sustainability can be found starting on page 31.
| 2026 Proxy Statement | 10 |
|---|
Proxy highlights
| Ratification of the appointment of independent registered public accounting firm for 2026 (page 43)•Ratify the appointment of PricewaterhouseCoopers LLP (PwC) as 3M’s independent registered public accounting firm for 2026.•Based on its assessment of the qualifications and performance of PwC, the Audit Committee believes that it is in the best interests of the Company and its shareholders to retain PwC. | |
| “FOR” |
Executive compensation
| Advisory approval of executive compensation (page 48)•Approve, on an advisory basis, the compensation of our Named Executive Officers (NEOs).•Our executive compensation program appropriately aligns our executives’ compensation with the performance of the Company and its business units, as well as their individual performance. | |
| “FOR” |
Executive compensation program
We maintain compensation principles that support our pay-for-performance philosophy and ensure that our compensation
practices are competitive to attract the best talent, motivate executives to perform at their highest levels, and reward
individual contributions that improve the Company’s ability to deliver shareholder value.
90%
Incentive-Based
At-Risk Pay
82%
Incentive-Based
At-Risk Pay
Predominantly at-risk 2025 target total direct compensation
| CEO | Other NEOs (average)* |
|---|
Base
Salary
Base
Salary
RSUs
Stock
Options
AIP
Stock
Options
AIP
PSAs
PSAs
Abbreviations: AIP = annual incentive pay; PSAs = performance share awards; RSUs = restricted stock units.
*Percentages shown reflect the apportionment for the CEO (or, in the case of the percentages shown for the Other NEOs, the average
apportionment) of the components of target Total Direct Compensation that are expected to be recurring. Such amounts do not reflect
special items such as hiring bonuses, one-time make-whole and inducement awards granted in connection with the commencement
of employment, or special grants. See “2025 compensation decisions — What we pay and why” on page 54 for additional details.
| 11 | 3M Company |
Proxy highlights
2025 incentive plan payouts aligned with performance
| Annual incentive plan payout · Performance share award payout (2023 PSAs) | |||
|---|---|---|---|
| 26.4% | 118.9% | 21.3% | 118.4% |
| 1-year TSR | 2025 AIP payout* | 3-year TSR | 2023 PSA payout |
Total shareholder return (TSR) = Share price appreciation + dividend yield (annualized)
Note: 1-year TSR is for the one year ending 12/31/25; 3-year TSR is for the three years ending 12/31/25
Source: Bloomberg
*Amount shown represents the payout (before any adjustment for individual performance) for the Named Executive Officers whose
2025 annual incentive compensation was calculated based on the Company’s overall performance. See “Annual incentive” beginning
on page 60 for more information concerning the payouts for the Named Executive Officers who were instead paid, in part, based on
the performance of a business group.
2025 incentive plan highlights
In alignment with shareholder preferences, the Compensation and Talent Committee adopted several changes in the 2025
performance share award design.
Adopted a three-year cumulative performance period, which replaced the prior approach of using one-year
performance cycles within a three-year performance period.
Introduced a three-year relative TSR payout modifier tostrengthen accountability for relative performance and
foster a closer alignment with shareholder experience.
| 2026 Proxy Statement | 12 |
|---|
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