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): March 8, 2024
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 8.01. Other Events.
On March 8, 2024, 3M Company (“3M”) announced that its board of directors has approved the planned spin-off (the “Spin-Off”) of its Health Care business, which will be known as Solventum Corporation. The distribution of 80.1% of the issued and outstanding shares of common stock, par value $0.01 per share, of Solventum (the “Solventum common stock”) to 3M’s shareholders is expected to occur prior to the opening of trading on April 1, 2024. Holders of 3M common stock will be entitled to receive one share of Solventum common stock for every four shares of 3M common stock held as of the close of business on March 18, 2024, the record date for the distribution, with cash paid in lieu of fractional shares of Solventum common stock. The completion of the distribution is subject to the satisfaction or waiver of certain conditions, as described in Solventum’s Registration Statement on Form 10, as amended. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.
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: March 8, 2024
