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): November 6, 2023
3M COMPANY
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware | | File No. 1-3285 | | 41-0417775 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 3M Center, St. Paul, Minnesota | | | | 55144-1000 |
| (Address of Principal Executive Offices) | | | | (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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, Par Value $.01 Per Share | | MMM | | New York Stock Exchange |
| | MMM | | Chicago Stock Exchange, Inc. |
| 1.500% Notes due 2026 | | MMM26 | | New York Stock Exchange |
| 1.750% Notes due 2030 | | MMM30 | | New York Stock Exchange |
| 1.500% Notes due 2031 | | MMM31 | | New York Stock Exchange |
Note: The common stock of the Registrant is also traded on the SIX Swiss Exchange.
Securities registered pursuant to section 12(g) of the Act: None
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 ☐
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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On November 6, 2023, the Board of Directors of 3M Company (the “Company”) elected Thomas Sweet to the Company’s Board of Directors, effective November 6, 2023. Mr. Sweet is the retired Chief Financial Officer of Dell Technologies. In connection with his election, the Board of Directors increased its size from 11 to 12 directors, and Mr. Sweet joined the Board of Directors to fill the resulting vacancy.
The Board of Directors has determined that Mr. Sweet is an independent director under the New York Stock Exchange (“NYSE”) listing standards and the Company’s director independence guidelines, as set forth in its Corporate Governance Guidelines (available on 3M’s website at www.3M.com, under Investor Relations — ESG – Corporate Governance).
Mr. Sweet will participate in the compensation program for non-employee directors as described on pages 47-50 of the Company’s Proxy Statement for its Annual Meeting of Stockholders held on May 9, 2023 (filed with the Securities and Exchange Commission on March 22, 2023).
The Board has appointed Mr. Sweet to the Audit Committee and the Nominating and Governance Committee of the Board, effective November 6, 2023. The Board has determined that Mr. Sweet is “financially literate” and has “accounting or related financial management expertise” under the NYSE listing standards and is an “audit committee financial expert” as that term is defined by applicable Securities and Exchange Commission regulations.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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| Exhibit Number | | Description |
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| 104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
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 thereunto duly authorized.
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| 3M COMPANY |
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| By: | /s/ Michael M. Dai |
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| | Michael M. Dai |
| | Vice President, Associate General Counsel & Secretary |
Dated: November 7, 2023
