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 9, 2017

 


 

3M Company

(Exact name of registrant as specified in its Charter)

 


 

Delaware
(State or other jurisdiction
of incorporation)

 

1-3285
(Commission File Number)

 

41-0417775
(I.R.S. Employer
Identification No.)

 

3M Center, St. Paul, Minnesota
(Address of Principal Executive Offices)

 

55144-1000
(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):

 

o                  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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  o

 

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.  o

 

 

 



 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

At the 2017 Annual Meeting of Stockholders of 3M Company held on May 9, 2017, the votes cast with respect to each item of business properly presented at the meeting are as follows:

 

Proposal No. 1 — The stockholders elected each of the eleven 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. Sondra L. Barbour

 

401,666,568

 

2,455,802

 

1,436,816

 

102,548,437

 

1b. Thomas “Tony” K. Brown

 

401,346,349

 

2,613,857

 

1,598,980

 

102,548,437

 

1c. Vance D. Coffman

 

394,815,507

 

9,232,888

 

1,510,791

 

102,548,437

 

1d. David B. Dillon

 

401,421,894

 

2,603,512

 

1,533,780

 

102,548,437

 

1e. Michael L. Eskew

 

392,057,304

 

11,952,877

 

1,549,005

 

102,548,437

 

1f. Herbert L. Henkel

 

397,436,634

 

6,596,671

 

1,525,881

 

102,548,437

 

1g. Muhtar Kent

 

399,631,465

 

4,381,290

 

1,546,431

 

102,548,437

 

1h. Edward M. Liddy

 

388,207,779

 

15,799,560

 

1,551,847

 

102,548,437

 

1i. Gregory R. Page

 

401,935,090

 

2,093,750

 

1,530,346

 

102,548,437

 

1j. Inge G. Thulin

 

387,771,804

 

15,003,505

 

2,783,877

 

102,548,437

 

1k. Patricia A. Woertz

 

401,158,092

 

3,001,956

 

1,399,138

 

102,548,437

 

 

Proposal No. 2 — The stockholders ratified the appointment of PricewaterhouseCoopers LLP as 3M’s independent registered public accounting firm for 2017.

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-
VOTE

 

496,930,549

 

9,648,512

 

1,528,562

 

N/A

 

 

Proposal No. 3 — The stockholders gave an advisory approval of the compensation of the Company’s Named Executive Officers as described in the Company’s 2017 Proxy Statement.

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-
VOTE

 

386,360,603

 

15,975,638

 

3,222,945

 

102,548,437

 

 

Proposal No. 4 —  The stockholders cast non-binding votes on the frequency (whether annual, biennial or triennial) with which the Company should offer stockholders the opportunity to cast future advisory votes on the compensation of its named executive officers.  A plurality of stockholders favored an annual advisory vote on the Company’s executive compensation. Based on the Board of Directors’ recommendation in the Proxy Statement and the voting results, the Company has determined to hold an advisory vote on executive compensation annually.

 

1 Year

 

2 Years

 

3 Years

 

ABSTAIN

 

BROKER NON-
VOTE

 

362,585,212

 

2,449,674

 

38,704,926

 

1,819,374

 

102,548,437

 

 

 

2



 

Proposal No.5 — The stockholders did not approve the stockholder proposal on implementation of Holy Land Principles.*

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-
VOTE

 

17,429,747

 

364,026,125

 

24,103,314

 

102,548,437

 

 


*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 stockholder 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 stockholder 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 hereunto duly authorized.

 

 

3M COMPANY

 

 

 

By:

/s/ Gregg M. Larson

 

 

Gregg M. Larson,

 

 

Deputy General Counsel and Secretary

 

Dated: May 10, 2017

 

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