3M (MMM) DEF 14ADefinitive proxy

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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. )

3M Company

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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March 22, 2023

Dear Shareholder:

On behalf of the Board of Directors and our senior management team, we are pleased to invite you to attend 3M’s Annual Meeting of Shareholders on Tuesday, May 9, 2023, at 8:30 a.m., Central Daylight Time at www.virtualshareholdermeeting.com/MMM2023. To leverage technology to enable shareholder participation from any location, the 2023 Annual Meeting will be held exclusively online.

2022 was an important year for 3M. The company focused on delivering for customers and shareholders in a slowing macroeconomic environment, while taking actions to position 3M for the future. As we managed through external challenges — from supply chain disruptions, to COVID-related lockdowns, to softening in key end markets — we applied 3M science to solve customer needs, and introduce new innovations across our market-leading businesses. We drove strong pricing, proactively managed costs, strengthened our balance sheet and reduced total debt by $1.4 billion — while returning $4.8 billion to shareholders through dividends and share repurchases.

At the same time, we continued to build 3M for long-term success. We managed our portfolio — including the divestiture of our Food Safety business, planned spin-off of our Health Care business, and commitment to exit per- and polyfluoroalkyl (PFAS) manufacturing by the end of 2025 — while advancing strategies to resolve legal matters. We invested in growth and productivity, and followed through on sustainability commitments. We supported employees with new flexible work arrangements and factory investments, and advanced diversity, equity, and inclusion with new initiatives from each of our businesses.

We are building a stronger company. Looking forward, our focus remains on executing our strategic priorities and delivering the best performance for our customers, shareholders, and all stakeholders in 2023.

We sincerely hope you will join us at our virtual Annual Meeting. You will have a chance at the meeting to vote on the matters set forth in the accompanying Notice of Annual Meeting and Proxy Statement. There will also be time for your questions and comments. Shareholders who wish to submit questions in advance of the meeting may do so by using their 16-digit control number to access www.proxyvote.com.

For information on how to attend the meeting, please read “Participating in the virtual Annual Meeting” on page 110 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 on the Internet, by telephone, or if this Proxy Statement was mailed to you, by completing and mailing the enclosed traditional 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 your ongoing support of 3M.

Sincerely,

Michael F. Roman Chairman of the Board and Chief Executive Officer

Michael L. Eskew Lead Independent Director

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	Time and Date 8:30 a.m., Central Daylight Time Tuesday, May 9, 2023
	Where
	Virtual only at www.virtualshareholder meeting.com/MMM2023
How to vote
Whether or not you plan to attend the virtual meeting, please vote your proxy either by using the Internet or telephone as further explained in this Proxy Statement or by filling in, signing, dating, and promptly mailing a proxy card.
	By Telephone
	In the U.S. or Canada, you may vote your shares toll-free by calling 1-800-690-6903.
	By Internet
	You may vote your shares online at www.proxyvote.com.
	By Mail
	You 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 Voting
	You 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 9, 2023.

The Notice of Annual Meeting, Proxy Statement, and 2022 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 22, 2023.

Items of business			Board Recommendation
1.	Elect the 10 directors identified in the Proxy Statement, each for a term of one year.			FOR
2.	Ratify the appointment of PricewaterhouseCoopers LLP as 3M’s independent registered public accounting firm for 2023.			FOR
3.	Approve, on an advisory basis, the compensation of our Named Executive Officers.			FOR
4.	Approve, on an advisory basis, the frequency of advisory votes on the compensation of our named executive officers.			Every “1 Year”
Transact such other business as may properly come before the Annual Meeting and any adjournment or postponement.

Record date

You are entitled to vote if you were a shareholder of record at the close of business on Tuesday, March 14, 2023.

Adjournments and postponements

Any 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 report

Our 2022 Annual Report, which is not part of the proxy soliciting materials, is enclosed if the proxy materials were mailed to you. The Annual Report is accessible on the Internet by visiting www.proxyvote.com, if you have received the Notice of Internet Availability of Proxy Materials, or previously consented to the electronic delivery of proxy materials.

By order of the Board of Directors,

Michael M. Dai

Vice President, Associate General Counsel and Secretary

3M Company
3M Center, St. Paul, Minnesota 55144

Attending the virtual Annual Meeting

To leverage technology to enable shareholder participation from any location, the 2023 Annual Meeting will be held exclusively online.

To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/MMM2023, you need to enter the 16-digit control number on your proxy card, voting instruction, or Notice of Internet Availability you previously received. See additional instructions on page 110.

We have worked to offer the same participation opportunities as were provided at the in-person portion of our past meetings. At the virtual Annual Meeting, you or your proxyholder may participate, vote and examine a list of shareholders of record entitled to vote at the meeting by accessing www.virtualshareholdermeeting.com/MMM2023. 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. See additional instructions on page 111.

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A letter to our shareholders	3
Notice of 2023 Annual Meeting of shareholders	4
Proxy highlights	7
Corporate governance at 3M	18
Proposal 1  Elect the 10 Directors Identified in this Proxy Statement	18
Nominees for director	20
Board membership criteria	26
Director nominees — diversity of skills and experience	26
Diversity	27
Board self-evaluation process	27
Director nomination process	28
Identification, evaluation, and selection of nominees	28
Shareholder nominations	29
Shareholder nominations — advance notice bylaw	29
Shareholder nominations — universal proxy rules	29
Proxy access nominations	29
Director orientation and continuing education	29
Director independence	30
Corporate governance practices and policies	30
Corporate governance highlights	31
Corporate governance guidelines	32
Communication with directors	32
3M’s codes of conduct	32
Public policy engagement	33
Related person transaction policy and procedures	33
Policy on adoption of a rights plan	34
Key areas of Board oversight	34
Board’s role in strategy	34
Board’s role in risk oversight	34
Board’s role in management succession planning and human capital management	36
Board’s role in sustainability	36

Board structure and processes	40
Board’s leadership structure	40
Lead Independent Director	41
Executive sessions	41
Board committees	42
Director compensation	47
Philosophy and process	47
Elements of annual compensation for non-employee directors	47
2022 director compensation table	48
Reasonableness of non-employee director compensation	49
Stock retention requirement	50
Prohibition of hedging, pledging, and other actions	50
Audit Committee matters	51
Proposal 2  Ratification of the Appointment of Independent Registered Public Accounting Firm for 2023	51
Audit Committee report	52
Audit Committee policy on pre-approval of audit and permissible non-audit services of the independent accounting firm	53
Fees of the independent accounting firm	53
Audit Committee restrictions on hiring employees of the independent accounting firm	54
Executive compensation	55
Proposal 3  Advisory Approval of Executive Compensation	55
Proposal 4  Advisory Approval on the Frequency of Advisory Votes on Executive Compensation	56
Compensation discussion and analysis	57
Section I: Executive overview	58
Section II: How we determine executive compensation	67

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Special Note About Forward-Looking Statements

This 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 Reference

This proxy statement includes website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.

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Diversity of skills, experience and perspective

The Nominating and Governance Committee identifies, reviews, and recommends nominees to the Board for approval. The Committee seeks individuals with distinguished records of leadership and success and who will make substantial contributions to Board operations and effectively represent the interests of all shareholders. The Committee considers a wide range of factors and experiences, including ensuring an experienced, qualified Board with expertise in the following key areas most relevant to 3M. The numbers indicated in the diagram below represent the number of director nominees who the Committee believes possess each of the skills and experiences.

	Leadership. Significant leadership experience with   understanding of complex global organizations, strategy, risk management, and how to drive change and growth.			Finance. Financial metrics measures our performance. All directors must understand finance and financial reporting processes. All, but one, Audit Committee members qualify as “audit committee financial experts.”
	Manufacturing. As a vertically integrated Company, manufacturing experience is important to understanding the operations and capital needs of the Company.			Global. Global business experience is critical to 3M’s international growth with 60 percent of sales from outside the U.S. in 2022.
	Supply Chain. Directors with expertise in the management of the upstream and downstream relationships with suppliers and customers provide important perspectives on achieving efficient operations.			Risk Management. Directors with experience in risk management and oversight, including environmental, social, and cybersecurity, play an important role in the Board’s oversight of risks.
	Technology. As a diversified technology, science-based Company, directors with technology backgrounds understand 3M’s 51 technology platforms and the importance of investing in new technologies for future growth.			Marketing. Organic growth is one of 3M’s financial metrics and directors with marketing expertise provide important perspectives on developing new markets.

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Corporate governance dashboard

Director nominees, board diversity of skills and experience

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The Qualifications and Attributes, and Demographic Background information below reflect the 10 Director Nominees for this Annual Meeting.

Qualifications and Attributes		Brown	Chow	Dillon	Eskew	Fitterling	Hood	Kereere	Page	Pizarro	Roman
	Leadership	■	■	■	■	■	■	■	■	■	■
	Manufacturing	■			■	■			■		■
	Supply Chain	■	■	■	■	■		■	■	■	■
	Technology		■	■	■	■	■	■		■	■
	Finance	■	■	■	■	■	■	■	■	■	■
	Global	■	■		■	■	■	■	■	■	■
	Risk Management	■	■	■	■	■	■	■	■	■	■
	Marketing		■	■	■	■	■	■	■
Demographic Background
Tenure (Years)		10	<1	8	20	2	6	1	7	<1	5
Age (Years)		67	56	71	73	61	51	57	71	57	63
Gender (Male/Female)		M	F	M	M	M	F	F	M	M	M
Race/Ethnicity
African American/Black		■						■
Asian			■
Hispanic										■
Caucasian/White				■	■	■	■		■		■

Corporate governance highlights

Our Board’s Best Practices
Annual director elections   Diverse board in all aspects   Effective lead independent director   Regular board refreshment with balanced mix of tenure   Regular shareholder engagement			Committed to sustainability and social responsibility   Extensive oversight of environmental, social and enterprise risk management   Annual board, committee and individual director self-evaluation   Annual “say-on-pay” shareholder vote			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. Four out of the nine independent director nominees standing for this year’s election have joined our board within the past five years, and all four have diverse traits, such as gender, racial, or ethnic diversity. In recruiting directors, we focus on how the experience and skill set of each individual complements those of their fellow directors to create a balanced board with diverse viewpoints and backgrounds, deep expertise, and strong leadership experience.

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Shareholder outreach and engagement

Shareholder engagement is fundamental to our commitment to good governance and essential to maintaining our strong corporate governance practices. We engage regularly with our global investors to share updates on our strategic, financial, and operating performance and to understand valuable shareholder perspectives on governance and sustainability issues about which they care most. We aim to seek a collaborative and mutually beneficial approach to issues of importance to investors that affect our business. 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.

Participants			Topics Discussed			Feedback
During 2022, members of senior management met with a cross-section of shareholders owning approximately: or 22% of our outstanding shares 33% of our institutional shareholders Two of our directors — our Lead Independent Director and Chairman of the Board — participated in our 2022 engagement.			Board / Corporate Governance ●  Process related to health care business spin-off ●  Board composition, including refreshment, skills matrix, and diversity ●  Director orientation, education, and evaluation ●  Risk oversight (sustainability and litigation/regulatory) ●  Executive compensation ●  Board interactions with management and broader organization Operations / Supply Chain ●  Current challenges, strategy, and business model evolution Environmental / Social / Sustainability ●  Carbon/water stewardship goals, plastics reduction, investments, and pathway to achieve goals Litigation ●  PFAS and other litigation management ●  Impact on culture			Investors provided valuable comments and perspectives on the Company’s governance practices, including the process related to the Company’s planned spin-off of its health care business; the Board’s overall diversity; director refreshment (including director skills matrix); risk oversight; litigation management; and the Company’s actions in managing supply chain challenges and environmental stewardship, social justice, and sustainability matters, including investments, progress towards goals, and the addition of an environmental, social, and governance (ESG) modifier to the Company’s executive compensation program. The feedback from these meetings was shared with the Board of Directors and helped inform the Board on corporate governance practices and trends.

3M’s sustainability highlights

At 3M, we are people committed to helping other people. We seek to observe, understand, and solve. Every day we help tackle problems, big and small, in pursuit of our promise to improve lives. Our goals and sustainability metrics reflect a heightened commitment to thinking holistically about how our operations and products can unlock the power of people, ideas, and science to reimagine what’s possible, inspiring progress to transform aspirations into action and delivering on our promises across science, society, and sustainability.

In 2022, we continued to follow through on our sustainability goals, including our $1 billion commitment to achieve carbon neutrality, reduce water use, improve water quality, and reduce our use of plastics. Since announcing our carbon neutrality goal, we’ve seen an additional 37.8 percent reduction of Scope 1 and 2 emissions building from a 78.8 percent reduction over the last two decades while more than doubling our revenue. We are also ahead of schedule installing state-of-the-art filtration technologies around the world, and we now have capabilities running at all three of our largest water-using sites in the United States, and in Zwijndrecht. Since 2021, we achieved a 54.2 million pound reduction in the

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use of virgin fossil-based plastic in our packaging and products toward our goal of 125 million pounds by 2025. We’ve incorporated recycled and bio-based materials and reduced plastic use in products and packaging such as tapes and dispensers, sponges, packaging, workspace solutions, insulation, optical films, floor pads, sorbents, and more.

We believe a sustainable future is one in which ecosystems and communities thrive and opportunities are equitable and accessible for all. We advance meaningful actions toward a more equitable future for our global employee base, including training, development, and recruitment efforts focused on underrepresented populations. We foster an inclusive culture that supports and appreciates differences and provides fair and equal opportunities for everyone. And we continue our efforts toward building a diverse workforce around the world. We recognize the importance of equal access to science, technology, engineering, and mathematics (STEM) education and careers. Equitable opportunities in STEM lead to stronger communities, a stronger 3M, and a brighter collective future. To advance our social justice and impact agenda, we created a 3M Equity & Community organization to support our goals and commitments to progress equity in our workplaces, business practices, and communities globally. This holistic and cross-functional organization connects our teams and strategies across the areas of diversity and inclusion in our workforce; 3Mgives dedicated to building community partnerships and supporting volunteerism with a focus on closing the opportunity gap for underrepresented groups in STEM and skilled trades, and administering our $50 million social justice fund; and Social Justice Strategy & Initiatives dedicated to leading workstreams across the enterprise to address policies and practices advancing equitable societal solutions, including environmental justice, supplier diversity, product development, and policy advocacy.

We apply our expertise to create bold ambitions to shape a sustainable future in three priority areas: Science for Circular, Science for Climate, and Science for Community.

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Executive compensation

2022 was a pivotal year for 3M. The Company took decisive actions that are foundational for our future, while maintaining an unwavering focus on the priorities of our shareholders, the needs of our customers, and our broader stakeholders.

Navigating macroeconomic challenges

The combination of ongoing litigation challenges together with significant external uncertainties, including inflation, supply chain disruptions, and slowing sales in key end-markets, impacted the Company’s total shareholder return performance. In response, the Company took action to address inflation through selling price actions, proactively managed costs as demand softened throughout the year, and continued to address litigation challenges. To address supply chain disruptions, we did what was necessary to serve customers and reduce cycle times. We also navigated COVID-related lockdowns in China, reached agreement with the Flemish government to restart operations in Zwijndrecht, and exited our Russian business.

Building a stronger, leaner, and a more focused 3M

In 2022, we delivered the following financial results:

We divested our Food Safety business, receiving approximately $1 billion in consideration and reducing our outstanding share count by 16 million. We continued to progress the spin-off of our Health Care business, which will create two world-class public companies, each better positioned to drive growth and value creation. We also simplified and streamlined our supply chain organization and advanced our digital strategies to better serve customers.

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As always, we put 3M science to work to solve customer needs and continued to make progress against our sustainability commitments to support employee health, safety, and well-being — including new flexible work arrangements and investments in our factories — and to advance diversity, equity, and inclusion priorities throughout our organization and the communities we serve.

Executive compensation program aligned with shareholders

Despite many of our positive financial and strategic results during 2022, as previously mentioned, we also faced several business challenges relating to ongoing litigation and an extremely fluid global macroeconomic and geopolitical environment with slowing growth, inflation, and supply chain disruptions. 3M’s executive compensation program outcomes for 2022 reflected our slower than expected growth with pay realized by the Company’s executives in 2022 closely aligned with the experience of our shareholder.

Performance metrics used in 3M’s 2022 annual and long-term incentive programs reflected sharpened focus on the Company’s performance against the operating plan, cash flow growth, inventory, and receivables performance to position us for the future. The Compensation and Talent Committee also approved a new ESG performance payout modifier for the 2022 annual incentive program to support progress toward 3M’s sustainability priorities and updated the benchmark used for the relative performance metric in the 2022-2024 long-term incentive program to improve alignment with 3M’s business portfolio.

As we enter 2023, we are taking decisive actions to streamline the organization and improve our manufacturing and supply chain operations. We are staying close to our customers and continuing to invest in innovation as we forge the foundation for 3M’s sustainable growth built on the strength of 3M’s people, industry-leading innovation, advanced manufacturing, global capabilities, and our iconic brands.

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Recent business accomplishments

Below are a few noteworthy accomplishments from January 1, 2022, through March 1, 2023.

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Elements of 2022 target total direct compensation

The table below shows how the 2022 target Total Direct Compensation of the Named Executive Officers identified on page 57 (NEOs) was apportioned among base salary, annual incentives, performance share awards, stock options, and restricted stock units (RSUs), summarizes the rationale for providing each such element, and lists the performance metrics, weightings, and modifiers used for annual and long-term incentives granted in 2022.

				2022 Pay Elements(1)					2022 Performance Metrics, Weightings, and Modifiers(2)
				CEO	Other NEOs		Why It Is Provided
							●  Compensate executives for their normal day-to-day responsibilities
							●  Motivate executives to stay focused on day-to-day operations by aligning a significant portion of Total Cash Compensation with the near-term financial performance of the Company and its business units		●  Local Currency Sales (of 3M or a business unit, as applicable) vs. Plan (50%) ●  Operating Income (of 3M or a business unit, as applicable) vs. Plan (30%) ●  3M Operating Cash Flow Conversion vs. Plan (20%) ●  Individual performance (± 20%) ●  ESG modifier (± 10% of target)
				Performance Shares			●  Motivate executives to focus on continuously improving performance in key financial metrics believed to drive long-term shareholder value ●  Retain executive talent		●  Earnings per Share Growth (33.3%) ●  Free Cash Flow Growth (33.3%) ●  Relative Organic Sales Growth (33.3%)
				Stock Options(3)			●  Motivate executives to build long-term shareholder value ●  Retain executive talent		●  Vesting is based on continued service, while value of the options is based on stock price appreciation (100%)
				Restricted Stock Units(3)			●  Motivate executives to build long-term shareholder value ●  Retain executive talent		●  Vesting is based on continued service, while value of the RSUs is based on total shareholder return (100%)

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Say-on-pay results

3M has a history of strong say-on-pay results. As it has in past years, the Compensation and Talent Committee will consider the results of this year’s say-on-pay proposal, as well as feedback from our shareholders, when making future executive compensation decisions. For information concerning our investor outreach efforts, see “Shareholder outreach and engagement” on page 11.

3-year average votes cast in favor of say-on-pay proposal

Recent noteworthy compensation program actions

Since January 1, 2022, the Compensation and Talent Committee took the noteworthy actions described below as part of the Company’s executive compensation program.

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At the 2023 Annual Meeting, 10 directors are to be elected to hold office until the 2024 Annual Meeting of Shareholders and until their successors have been elected and qualified. All nominees are presently 3M directors who were elected by shareholders at the 2022 Annual Meeting, except for Ms. Anne H. Chow and Mr. Pedro J. Pizarro, both of whom joined the board on February 9, 2023 and are standing for election for the first time. A director search firm assisted with the identification of Ms. Chow and Mr. Pizarro for recommendation by the Nominating and Governance Committee for their election to the Board. We expect each nominee for election as a director to be able to serve if elected. If any nominee is not able to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless the Board chooses to reduce the number of directors serving on the Board. Each nominee elected as a director will continue in office until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or retirement. Pamela J. Craig, Muhtar Kent, and Dambisa F. Moyo are not seeking re-election for personal reasons unrelated to the Company and will retire from their service on the 3M Board on May 9, 2023, when their terms expire. We thank Ms. Craig, Mr. Kent, and Ms. Moyo for their many contributions to the Board and to the Company. The decision of three directors not to stand for re-election dovetails with the Company’s objective of maintaining its more traditional board size. With two new directors elected to the Board as of February 9, 2023, no additional director replacements are being announced at this time. The Company will continue to refresh its Board of Directors regularly with the skills and experiences deemed most critical for setting strategic objectives and positioning 3M to drive long-term shareholder value. In addition, the Board has appointed two new committee chairs. As of April 5, 2023, Thomas K. Brown will chair the Nominating and Governance Committee and James R. Fitterling will chair the Compensation and Talent Committee.

The Nominating and Governance Committee reviewed the Board Membership Criteria (described on page 26) and the specific experience, qualifications, attributes, and skills of each nominee, including membership(s) on the boards of directors of other public companies. The following pages contain biographical and other information about the nominees. Following each nominee’s biographical information, we have provided information concerning the particular experience, qualifications, attributes, and skills that are deemed most critical to 3M’s long-term success and led the Nominating and Governance Committee and the Board to determine that each nominee should serve as a director. In addition, the majority of our directors serve or have served on boards and board committees (including as committee chairs) of other public companies, which the Board believes provides them with additional board leadership and governance experience, exposure to best practices, and substantial knowledge and skills that further enhance the functioning of our Board.

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Nominees for director

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			Recommendation of the board The Board of Directors unanimously recommends a vote “FOR” the election of these nominees as directors. Proxies solicited by the Board of Directors will be voted “FOR” these nominees unless a shareholder indicates otherwise in voting the proxy.

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Board membership criteria

3M’s Corporate Governance Guidelines contain Board Membership Criteria that include a list of key skills and characteristics deemed critical to serve 3M’s long-term business strategy and expected to be represented on 3M’s Board. The Nominating and Governance Committee periodically reviews with the Board the appropriate skills and characteristics required of Board members given the current Board composition. It is the intent of the Board that the Board, itself, will be a high-performance organization creating competitive advantage for the Company. To perform as such, the Board will be composed of individuals who have distinguished records of leadership and success in their arena of activity and who will make substantial contributions to Board operations and effectively represent the interests of all shareholders. The Committee’s and the Board’s assessment of Board candidates includes, but is not limited to, consideration of:

In addition to these minimum requirements, the Committee will also evaluate whether the nominee’s skills are complementary to the existing Board members’ skills, the Board’s needs for particular expertise in certain areas, and will assess the nominee’s impact on Board dynamics, effectiveness, and diversity of experience and perspectives.

Director nominees — diversity of skills and experience

The diagram below summarizes the director nominees’ key skills and experiences in the areas that are most relevant to 3M and shows the number of director nominees who possess each of the skills and experiences:

		Leadership. Significant leadership experience with understanding of complex global organizations, strategy, risk management, and how to drive change and growth.				Finance. Financial metrics measures our performance. All directors must understand finance and financial reporting processes. All, but one, Audit Committee members qualify as “audit committee financial experts.”
		Manufacturing. As a vertically integrated Company, manufacturing experience is important to understanding the operations and capital needs of the Company.				Global. Global business experience is critical to 3M’s international growth with 60 percent of sales from outside the U.S. in 2022.
		Supply Chain. Directors with expertise in the management of the upstream and downstream relationships with suppliers and customers provide important perspectives on achieving efficient operations.				Risk Management. Directors with experience in risk management and oversight, including environmental, social, and cybersecurity, play an important role in the Board’s oversight of risks.
		Technology. As a diversified technology, science-based Company, directors with technology backgrounds understand 3M’s 51 technology platforms and the importance of investing in new technologies for future growth.				Marketing. Organic growth is one of 3M’s financial metrics and directors with marketing expertise provide important perspectives on developing new markets.

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Diversity

For 3M, diversity, in its myriad manifestations, is fundamental to innovation, performance, and relevancy. The Board of Directors regards diversity as an important factor in selecting board nominees to serve on the Board. When selecting nominees, it actively considers diversity in recruitment and nomination of directors, such as gender, race, ethnicity, sexual orientation, and national origin. The current composition of our Board reflects those ongoing efforts and the continued importance of diversity to the Board.

Board self-evaluation process

The Board conducts a multi-step annual self-evaluation to determine whether it, its committees and its directors are functioning effectively, consider opportunities for continual enhancement, and as part of its annual director nomination process.

While this formal self-evaluation is conducted on an annual basis, directors share perspectives, feedback, and suggestions year-round. The Board and each committee conducted an evaluation of its performance in 2022.

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Director nomination process

In addition to its annual assessment and nomination of incumbent directors, the Nominating and Governance Committee oversees the process for selecting new director candidates.

Identification, evaluation, and selection of nominees

Director nomination process

The Committee also focuses on overall Board-level succession planning at the director level, periodically reviews the appropriate size and composition of the Board and anticipates future vacancies and needs of the Board. In the event the Committee recommends an increase in the size of the Board or a vacancy occurs, the Committee considers qualified nominees from several sources, including current Board members and nominees recommended by shareholders and other persons.

The Committee may from time to time retain a director search firm to help the Committee identify qualified director nominees for consideration by the Committee. In 2022, the Committee retained Russell Reynolds to help identify future Board candidates.

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Shareholder nominations

The Nominating and Governance Committee has a policy to consider properly submitted shareholder recommendations for candidates for membership on the Board of Directors. Shareholders proposing individuals for consideration by the Committee must include at least the following information about the proposed nominee: the proposed nominee’s name, age, business or residence address, principal occupation or employment, and whether such person has given written consent to being named in the Proxy Statement as a nominee and to serving as a director if elected. Shareholders should send the required information about the proposed nominee to:

Corporate Secretary 3M Company 3M Center Building 220-9E-02 St. Paul, MN 55144-1000

For an individual proposed by a shareholder to be considered by the Committee for recommendation as a Board nominee for the 2024 Annual Meeting, the Corporate Secretary must receive the proposal by November 23, 2023. Such proposals must be sent via registered, certified, or express mail (or other means that allows the shareholder to determine when the proposal was received by the Company). The Corporate Secretary will refer properly submitted shareholder proposed nominations to the Chair of the Nominating and Governance Committee for consideration at a future Committee meeting. Individuals proposed by shareholders in accordance with these procedures will receive the same consideration received by individuals identified to the Committee through other means.

Shareholder nominations — advance notice bylaw

In addition, 3M’s Bylaws permit shareholders to nominate directors at an annual meeting of shareholders or at a special meeting at which directors are to be elected in accordance with the notice of meeting. Shareholders intending to nominate a person for election as a director must comply with the requirements set forth in the Company’s Bylaws. With respect to nominations to be acted upon at our 2024 Annual Meeting, our Bylaws would require, among other things, that the Corporate Secretary receive written notice from the record shareholder no earlier than November 23, 2023, and no later than December 23, 2023. The notice must contain the information required by the Bylaws, a copy of which is available on our website at www.3M.com, under Investor Relations — Governance. Nominations received after December 23, 2023, will not be acted upon at the 2024 Annual Meeting.

Shareholder nominations — universal proxy rules

In addition to satisfying the foregoing advance notice requirements under 3M’s Bylaws, to comply with the universal proxy rules under the Securities Exchange Act of 1934, as amended (Exchange Act), shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 10, 2024, which is 60 days prior to the anniversary date of the 2023 Annual Meeting. Shareholders utilizing universal proxy are also required to follow other requirements contained in 3M’s Bylaws, including the requirements for shareholder nominations set forth in our advance notice bylaw provision discussed above.

Proxy access nominations

Further, pursuant to the proxy access Bylaw adopted by the Board in November 2015, a shareholder, or a group of up to 20 shareholders, continuously owning for three years at least three percent of our outstanding common shares may nominate and include in our proxy materials up to the greater of two directors and 20 percent of the number of directors currently serving, if the shareholder(s) and nominee(s) satisfy the Bylaw requirements. For eligible shareholders to include in our proxy materials nominees for the 2023 Annual Meeting, proxy access nomination notices must be received by the Company no earlier than November 23, 2023, and no later than December 23, 2023. The notice must contain the information required by the Bylaws.

Director orientation and continuing education

Our orientation programs familiarize new directors with 3M’s businesses, strategic plans, and policies, and help prepare them for their role on their assigned committees. Continuing education programs assist directors in maintaining skills and knowledge necessary for the performance of their duties. These programs may be part of regular Board and Committee meetings or provided by academic or other qualified third parties. The programs have also included visits to the Company’s laboratories and manufacturing facilities.

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Director independence

The Board has adopted a formal set of Director Independence Guidelines with respect to the determination of director independence, which either conform to or are more exacting than the independence requirements of the New York Stock Exchange (NYSE) listing standards, and the full text of which is available on our website at www.3M.com, under Investor Relations — Governance. In accordance with these Guidelines, a director or nominee for director must be determined to have no material relationship with the Company other than as a director. The Guidelines specify the criteria by which the independence of our directors will be determined, including strict guidelines for directors and their immediate family members with respect to past employment or affiliation with the Company or its independent registered public accounting firm. The Guidelines also prohibit Audit and Compensation and Talent Committee members from having any direct or indirect financial relationship with the Company and restrict both commercial and not-for-profit relationships of all directors with the Company. Directors may not be given personal loans or extensions of credit by the Company, and all directors are required to deal at arm’s length with the Company and its subsidiaries, and to disclose any circumstance that might be perceived as a conflict of interest.

In accordance with these Guidelines, the Board undertook its annual review of director independence. During this review, the Board considered transactions and relationships between each director, or any member of his or her immediate family and the Company and its subsidiaries and affiliates in each of the most recent three completed fiscal years. The Board also considered whether there were any transactions or relationships between the Company and a director or any members of a director’s immediate family (or any entity of which a director or an immediate family member is an executive officer, general partner, or significant equity holder). The Board considered that in the ordinary course of business, transactions may occur between the Company and its subsidiaries and companies at which some of our directors are or have been officers. In particular, the Board considered the annual amount of sales to 3M for each of the most recent three completed fiscal years by each of the companies where directors serve or have served as an executive officer, as well as purchases by those companies from 3M. The Board determined that the amount of sales and purchases in each fiscal year was below one percent of the annual revenues of each of those companies, the threshold set forth in the Director Independence Guidelines. The Board also considered charitable contributions to not-for-profit organizations with which our directors or immediate family members are affiliated, none of which exceeded the threshold set forth in our Director Independence Guidelines.

As a result of this review, the Board affirmatively determined that the following directors are independent under these Guidelines: Thomas “Tony” K. Brown, Anne H. Chow, David B. Dillon, Michael L. Eskew, James R. Fitterling, Amy E. Hood, Suzan Kereere, Gregory R. Page, and Pedro J. Pizarro. The Board has also determined that members of the Audit Committee and Compensation and Talent Committee received no compensation from the Company other than for service as a director. Michael F. Roman, Chairman of the Board and Chief Executive Officer, is considered to not be independent because of his employment by the Company.

Corporate governance practices and policies

The Company believes that good corporate governance practices serve the long-term interests of shareholders, strengthen the Board and management, and further enhance the public trust 3M has earned from more than a century of operating with uncompromising integrity and doing business the right way. The following sections provide an overview of 3M’s corporate governance practices, which are published on the Company’s website, including the Corporate Governance Guidelines, our shareholder outreach and engagement practices, the Codes of Conduct for directors and employees, public policy engagement, and other important governance-related policies.

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Corporate governance highlights

	Board compositions and independence				Board and board committee practices
●  Diverse board in all aspects ●  Five directors have joined our board within the past five years, including two women directors and four directors with other diverse traits ●  92 percent independent board ●  100 percent independent board committees ●  50 percent of board committees chaired by a director with diverse attributes ●  Lead Independent Director with robust authority ●  Regular executive sessions for independent directors ●  Full access to management and employees				●  Annual board, committee and individual director self-evaluation process ●  Comprehensive onboarding and continuing education program ●  Strong Audit Committee financial expertise ●  Regular board refreshment with a balanced mix of tenure ●  Mandatory director retirement policy ●  Active consideration of diversity in director nomination process ●  Regular shareholder outreach and engagement with director participation
	Shareholder rights				Board oversight areas
●  Annual election of all directors ●  Majority voting for director elections ●  Market-standard proxy access right ●  No supermajority voting requirements ●  Shareholder right to call special meetings ●  No poison pill ●  Processes for director nomination by shareholders and communicating with the Board				●  Long-term strategic plans and capital allocation ●  Enterprise risk management, including cybersecurity ●  Environmental stewardship and sustainability ●  Diversity and inclusion, equity in workplaces, communities and business practices ●  Human capital management ●  CEO and management succession planning ●  Political activities and contributions

Executive compensation governance

●  Compensation opportunities aligned with market and predominantly at-risk ●  Incentive programs incorporate performance metrics that are important to our shareholders and drive long-term growth ●  Comprehensive clawback policy ●  Robust stock ownership guidelines for executive officers and directors ●  No hedging or pledging by executive officers and directors ●  No employment or change in control agreements with any senior executives, including CEO ●  Annual ‘say-on-pay’ vote

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Corporate governance guidelines

The Board has adopted Corporate Governance Guidelines which provide a framework for the effective governance of the Company. The guidelines address matters such as the respective roles and responsibilities of the Board and management, the Board’s leadership structure, the responsibilities of the independent Lead Director, director independence, the Board Membership Criteria, Board committees, and Board and management evaluation. The Board’s Nominating and Governance Committee is responsible for overseeing and reviewing the Guidelines at least annually and recommending any proposed changes to the Board for approval. Some key governance guidelines, not otherwise addressed in our Proxy Statement, are set forth below. The Corporate Governance Guidelines, the Certificate of Incorporation and Bylaws, the charters of the Board committees, the Director Independence Guidelines, and the Codes of Conduct provide the framework for the governance of the Company and are available on our website at www.3M.com, under Investor Relations — Governance.

Communication with directors

The Board of Directors has adopted the following process for shareholders and other interested parties to send communications to members of the Board. Shareholders and other interested parties may communicate with the Lead Independent Director, the chairs of the Audit, Compensation and Talent, Nominating and Governance, and Science, Technology & Sustainability Committees of the Board, or with any of our other independent directors, or all of them as a group, by sending a letter to the following address: Corporate Secretary, 3M Company, 3M Center, Building 220-9E-02, St. Paul, MN 55144-1000. The Corporate Secretary reviews communications to the independent directors and forwards those communications to the independent directors as discussed below. Communications involving substantive accounting or auditing matters will be immediately forwarded to the Chair of the Audit Committee and the Company’s Chief Compliance Officer consistent with time frames established by the Audit Committee for the receipt of communications dealing with these matters. Communications that pertain to non-financial matters will be forwarded promptly. Items that are unrelated to the duties and responsibilities of the Board will not be forwarded, such as: business solicitation or advertisements, product-related inquiries, mass mailings, resumes or other job-related inquiries, and unsolicited commercial e-mails.

3M’s codes of conduct

More than a century of operating with uncompromising integrity has earned 3M trust from our customers, credibility with our communities, and dedication from our employees. All of our employees, including our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, are required to abide by 3M’s Code of Conduct to ensure that our business is conducted in a consistently legal and ethical manner. The Code forms the foundation of a comprehensive process that includes compliance with corporate policies and procedures and a Company-wide focus on uncompromising integrity in every aspect of our operations. Our Code of Conduct covers many topics, including antitrust and competition law, conflicts of interest, financial reporting, protection of confidential information, and compliance with all laws and regulations applicable to the conduct of our business.

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Employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code of Conduct. The Audit Committee has adopted procedures to receive, retain, and treat complaints received regarding accounting, internal accounting controls, or auditing matters, and to allow for the confidential and anonymous submission by employees or others of concerns regarding questionable accounting or auditing matters. Information on how to submit any such communications can be found on 3M’s Investor Relations website, under Governance — Governance Documents — Employee Business Conduct Policies — “Report a concern or ask a question.” Our Chief Compliance Officer, who has direct reporting obligations to the Audit Committee, periodically reports to the Audit Committee on compliance with the Company’s Code of Conduct, including the effectiveness of the Company’s compliance program.

The Board also has adopted a Code of Business Conduct and Ethics for Directors of the Company. This Code incorporates long-standing principles of conduct the Company and the Board follow to ensure the Company’s business and the activities of the Board are conducted with integrity and adherence to the highest ethical standards, and in compliance with the law. The Company’s Code of Conduct for employees and the Code of Business Conduct and Ethics for Directors are available on our website at www.3M.com under Investor Relations — Governance — Governance Documents.

Public policy engagement

The Company believes that transparency with respect to the consideration, processes, and oversight of our engagement with lawmakers is important to our shareholders, and continuously makes efforts to give our shareholders useful information about our public policy engagement. Since 2007, the Company has voluntarily published a detailed explanation of the Company’s political activities which is available on our website at www.3M.com under Investor Relations — Governance — Governance Documents — “Lobbying and Political Activities Governance.” There, the Company explains its principles and governance procedures and provides detailed information about 3M’s lobbying, political activities, and engagement with industry associations. We discuss our positions on important public policy issues, the factors we consider when evaluating contribution proposals, and the processes we use for legal, financial, executive, and Board oversight of our political activities and contributions. We also provide links to the reports the 3M Political Action Committee files monthly with the Federal Election Commission and the Company’s quarterly Lobbying Disclosure reports, as well as a detailed list of our contributions to state candidates and political parties, and contributions to “527” political organizations. The Company also discloses on its website the trade associations the Company joined where $25,000 or more of the dues are allocated for lobbying purposes by the trade association. Certain tax-exempt organizations, organized under U.S. Internal Revenue Code §501(c)(4) and known as “social welfare” organizations, may engage in lobbying activities related to their primary purpose. If the portion of any of our dues or other contribution in excess of $25,000 are allocated to lobbying activities, we will disclose the association and amount so allocated. The Company believes that these disclosures on our website, which exceed the disclosures required by law, offer transparency respecting the Company’s public policy engagement and political activities.

Related person transaction policy and procedures

The Board of Directors has adopted a written Related Person Transaction Policy and Procedures that is administered by the Nominating and Governance Committee. This Policy applies to any transaction or series of transactions in which the Company or a subsidiary is a participant, the amount involved exceeds $120,000, and a Related Person (as that term is defined in the Policy) has a direct or indirect material interest and which is required to be disclosed under Item 404(a) of Regulation S-K. Transactions that fall within this definition are referred to the Committee for approval or other action. Based on its consideration of all of the relevant facts and circumstances, the Committee decides whether or not to approve a transaction and approves only those transactions that are in the best interests of the Company and its shareholders. In the course of its review and approval or ratification of a transaction, the Committee considers:

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Any Committee member who is a Related Person with respect to a transaction under review may not participate in the deliberations or vote respecting such approval, except that such a director may be counted in determining the presence of a quorum at a meeting at which the Committee considers the transaction. There were no Related Person Transactions that were referred to the Committee in 2022.

Policy on adoption of a rights plan

In 2002 and 2003, a 3M shareholder submitted a shareholder proposal to 3M regarding the approval process for adopting a shareholders’ rights plan (also known as a “poison pill”). 3M does not have a rights plan and is not currently considering adopting one. The Board continues to believe, however, that there may be circumstances under which adoption of a rights plan would give the Board the negotiating power and leverage necessary to obtain the best result for 3M shareholders in the context of a takeover effort.

Following consideration of the favorable vote the shareholder proposal received and in light of this belief, the Board adopted and has reaffirmed a statement of policy on this topic. The Board’s policy is that it will only adopt a rights plan if either: (1) shareholders have approved adoption of the rights plan; or (2) the Board (including a majority of the independent members of the Board), in its exercise of its fiduciary responsibilities, makes a determination that, under the circumstances existing at the time, it is in the best interests of 3M’s shareholders to adopt a rights plan without the delay in adoption resulting from seeking shareholder approval.

The Board has directed the Nominating and Governance Committee to review this policy statement on an annual basis and to report to the Board on any recommendations it may have concerning the policy. The terms of the policy, as in effect, are included in 3M’s published Corporate Governance Guidelines in addition to this Proxy Statement.

Key areas of Board oversight

Board’s role in strategy

Each year management presents to the Board, and the Board discusses and approves, detailed long-term strategic plans for the Company. In addition to the Company’s overall strategic plan, financial strategic plan, and enterprise strategic plans and priorities, including enterprise operations and sustainability matters, the discussions also focused on breakout sessions with the directors on strategic plans and priorities for each of the four business groups. Information about these plans and priorities can be found in the Company’s Annual Report on Form 10-K.

Board’s role in risk oversight

The Board oversees the Company’s risk profile and management’s processes for assessing and managing risk. The Board has delegated to the Audit Committee the primary responsibility for oversight of policies and procedures with respect to Company risk assessment and risk management activities, the Company’s major risk exposures, and management monitoring and mitigation activities. The Board has also delegated oversight of specific risks to various committees.

The Board reviews enterprise risks at least annually. The full Board review has included, among other things, portfolio management; major litigation; fluorochemical stewardship; supply chain resiliency; human capital management; sustainability; cybersecurity and information security; geopolitical risks; and environmental, health, and safety compliance. Other categories of risk and certain sustainability elements have been assigned to designated Board committees as summarized below. The chair of each committee that oversees risk provides a summary of the matters discussed with the committee to the full Board following each committee meeting, and the minutes of each committee meeting are also provided to all Board members.

The Board believes that its practices related to oversight of risk, including through delegation to its committees and the sharing of information with the full Board, is appropriate for a diversified technology and manufacturing company like 3M. The Board also believes its oversight of risk is enhanced by its current leadership structure (further discussed below) because the CEO, who is ultimately responsible for the Company’s management of risk, also chairs regular Board meetings. Given his in-depth knowledge and understanding of the Company, the CEO is best able to bring key business issues and risks to the Board’s attention. A summary of risk oversight roles is included on the following page.

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Audit ●  Financial statements / internal controls / audit / independent accounting firm ●  Contingent liabilities and long-term benefit obligations ●  Cybersecurity ●  Capital allocation and structure ●  Credit ratings and cost of capital ●  Use of financial instruments to manage foreign currency, commodity, and interest rate risks ●  Ethics and compliance		Compensation and Talent ●  Executive compensation ●  Annual review of Company’s risk assessment of its compensation policies and practices for its employees, including talent sourcing, diversity, and retention strategies ●  Talent development and equal employment opportunities ●  Succession planning
Nominating and Governance ●  Corporate governance practices ●  Director nominations and Board and committee composition ●  Corporate officer appointments and succession planning ●  Related person transactions ●  Shareholder proposals and engagement ●  Public policy, social responsibility, and political activities		Science, Technology & Sustainability ●  Research and development ●  Sustainability / environmental and product stewardship / environmental, health and safety legal and regulatory compliance ●  Emerging science and technology, disruptive innovations, materials vulnerability, and geopolitical issues impacting the Company’s strategy, global business continuity, and financial results

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Board’s role in management succession planning and human capital management

The Board plans the succession to the position of Chairman, CEO, and other senior management positions. To assist the Board, the Chairman/CEO and Chief Human Resources Officer annually assess senior managers and their succession potential for the position of Chairman/CEO and other senior management positions. The Board also reviews the Company’s strategies and plans to recruit, retain, develop, protect, and fairly compensate its global workforce, with focuses on health and safety, development, diversity, equity and inclusion, and compensation and benefits. Information about the Company’s human capital can be found in the Company’s Annual Report on Form 10-K.

Board’s role in sustainability

We are guided by the principles of sound science and corporate responsibility. We believe in an equitable and inclusive world, so we think, work, and act to drive meaningful change that endures. Together, we commit to creating a more sustainable world for future generations.

In collaboration with our employees, customers, partners, government, and communities, we apply our expertise and technology to help solve shared global challenges. We recognize and consistently seek opportunities to do more. It is our ambition to meet the increasing expectations of our customers, employees, investors, and stakeholders — and grow our business — by continuing to make bold sustainability commitments and taking stronger actions.

We use a science-based approach to reimagine what’s possible as we rise to the challenges that are most material to 3M and critical to our planet and its people. Our goals and sustainability metrics reflect a heightened commitment to thinking holistically about how our people, products, and operations can all contribute to a better and brighter future. Our goals and ambitions continue to grow and gain momentum as we recognize how much still needs to be done to make the world more sustainable for future generations. Our sustainability strategy is a systemic approach, seeking to drive innovation and holistic impact against shared global needs. We set impactful and measurable goals that demonstrate our sustainability commitments and progress. As a global science, technology, and manufacturing company, we believe 3M is uniquely positioned to bring our full capabilities to advance meaningful impact, not only in our workplaces but also in our communities. As we advance our initiatives with determination, we know systemic change requires resources and long-term dedication.

We report on these efforts annually in our Global Impact Report. As a global corporation contributing to society through diverse markets, we believe that we have significant opportunities and responsibilities to advance the United Nations Sustainable Development Goals across the world. We are also a participant of the United Nations Global Compact, a policy initiative for businesses to demonstrate their commitment to ten principles in the areas of human rights, labor, environment, and anti-corruption. We align our Global Impact Report to the guidelines of the Sustainability Accounting Standards Board (SASB) and the Task Force for Climate-Related Financial Disclosures (TCFD) recommendations for helping businesses disclose climate-related financial information. As we build on our global capabilities and diverse technologies, we have clear commitments and bold ambitions to shape a sustainable future within our Strategic Sustainability Framework and its three priority areas: Science for Circular, Science for Climate, and Science for Community. Within these pillars, we build partnerships, implement projects, and create processes that move us forward in the areas where we can make the greatest impact.

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In December 2022, 3M announced the exit of all PFAS manufacturing by end of 2025 and to work to discontinue use of PFAS across the product portfolio by end of 2025, positioning 3M for continued sustainable growth. With these two actions, 3M is committing to innovate toward a world less dependent upon PFAS.

Our robust governance framework includes oversight by our Board of Directors, which receives regular sustainability updates and reviews related risks as part of 3M’s enterprise risk management. The Science, Technology & Sustainability Committee of the Board of Directors has primary oversight responsibility of 3M’s sustainability and stewardship activities, including, among others, environmental and product stewardship efforts, environmental, health & safety, and legal and regulatory compliance. The company’s Environmental Responsibility and Sustainability Committee, comprising 3M top executive management, provides leadership, oversight and strategy for sustainability and develops and monitors adherence with related policies and procedures.

3M is a pay-for-performance company. Beginning in 2022, a new ESG modifier has been added to the formula used to calculate the annual incentive compensation earned by the Company’s senior executives. Amounts earned by them will be increased 10 percent of target, decreased 10 percent of target, or left unchanged based on the Compensation and Talent Committee’s assessment of 3M’s performance against a set of objective ESG metrics. For more information, see “Annual incentive — ESG Modifier” on page 72.

Through engagement with our Board of Directors, executive leadership team and business groups, our work across 3M’s Strategic Sustainability Framework is advancing progress towards our sustainability commitments and metrics.

To learn more on our sustainability strategy, priority areas, and progress, please visit www.3M.com/ESG.

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Our priority areas

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Board structure and processes

Board’s leadership structure

Our Corporate Governance Guidelines allow the independent directors flexibility to split or combine the Chairman and CEO responsibilities. The independent directors annually review our leadership structure to determine the structure that is in the best interest of 3M and its shareholders.

The Board’s current leadership structure is characterized by:

The Board believes that this leadership structure provides independent board leadership and engagement while deriving the benefits of having our CEO also serve as Chairman of the Board. As the individual with primary responsibility for managing the Company’s day-to-day operations and with in-depth knowledge and understanding of the Company, the CEO is best positioned to chair regular Board meetings as the directors discuss key business and strategic issues. Coupled with the Lead Independent Director, this combined structure provides independent oversight while avoiding unnecessary confusion regarding the Board’s oversight responsibilities and the day-to-day management of business operations.

The Board believes that adopting a rigid policy on whether to separate or combine the positions of Chairman of the Board and CEO would inhibit the Board’s ability to provide for a leadership structure that would best serve shareholders. As a result, the Board has rejected adopting a policy permanently separating or combining the positions of Chairman and CEO in its Corporate Governance Guidelines, which are reviewed at least annually and available on our website at www.3M.com, under Investor Relations — Governance. Instead, the Board adopted an approach that allows it, in representing the shareholders’ best interests, to decide who should serve as Chairman or CEO, or both.

The Board believes that combining the roles of CEO and Chairman contributes to an efficient and effective Board. The Board believes that to drive change and continuous improvement within the Company, tempered by respect for 3M’s traditions and values, the CEO must have maximum authority. The CEO is primarily responsible for effectively leading significant change, improving operational efficiency, driving growth, managing the Company’s day-to-day business, managing the various risks facing the Company, and reinforcing the expectation for all employees of continuing to build on 3M’s century-old tradition of uncompromising integrity and doing business the right way.

The Board also believes that the Company’s corporate governance measures ensure that strong, independent directors continue to effectively oversee the Company’s management and key issues related to executive compensation, CEO evaluation and succession planning, strategy, risk, and integrity. The Corporate Governance Guidelines provide, in part, that:

The Board has also designated one of its members to serve as Lead Independent Director, with responsibilities that are similar to those typically performed by an independent chairman.

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Lead Independent Director

Since 2012, our Lead Independent Director has been Michael Eskew, a highly experienced director. He recently served on the boards of The Allstate Corporation, Eli Lilly and Company, and International Business Machines Corporation, and is the former Chairman and CEO of United Parcel Service, Inc. His responsibilities include, but are not limited to, the following:

Executive sessions

As an agenda item for every regularly scheduled Board and committee meeting, independent directors regularly meet in executive session, without the Chairman/CEO or other members of management present, to consider such matters as they deem appropriate. The Lead Independent Director presides over the Board’s executive sessions.

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Board committees

Board and committee information

The Board currently has the following standing committees: Audit; Compensation and Talent; Nominating and Governance; and Science, Technology & Sustainability. The current members of our committees, the principal functions of each committee, and the number of meetings held in 2022 are shown below. Each member is independent under our Director Independence Standards, as well as applicable Securities and Exchange Commission rules and NYSE listing standards.

Each committee has adopted, and annually reviews, a charter setting forth its roles and responsibilities. Those charters are available at www.3M.com > Investor Relations > Governance > Governance Documents > Committee Charters.

Board committee composition

Name of Non-employee Director		Audit		Compensation and Talent		Nominating and Governance		Science, Technology & Sustainability
Thomas ���Tony” K. Brown
Anne H. Chow
Pamela J. Craig
David B. Dillon
Michael L. Eskew
James R. Fitterling
Amy E. Hood
Muhtar Kent
Suzan Kereere
Dambisa F. Moyo
Gregory R. Page
Pedro J. Pizarro

  Committee member       Chair

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Audit Committee          Meetings in 2022: 10
David B. Dillon  (chair)	Thomas “Tony” K. Brown	Pamela J. Craig*	Michael L. Eskew	Dambisa F. Moyo*	Pedro J. Pizarro**

The Board of Directors has determined that all Audit Committee members are “independent” and “financially literate” under the NYSE listing standards and that members of the Audit Committee received no compensation from the Company other than for service as a director.

The Board has also determined that the following Audit Committee members — David B. Dillon (chair), Pamela J. Craig, Michael L. Eskew, Dambisa F. Moyo, and Pedro J. Pizarro — have “accounting or related financial management expertise” under the NYSE listing standards and are “audit committee financial experts” as that term is defined by applicable Securities and Exchange Commission regulations.

Introduction

The Audit Committee assists the Board in its oversight of the integrity of the Company’s financial statements; compliance with legal and regulatory requirements; the qualifications, independence, and performance of the Company’s independent registered public accounting firm (Independent Accounting Firm); the performance of the Company’s internal auditing department; and the Company’s financial risk assessment and management; and furnishes a report for inclusion in the Company’s Proxy Statement.

Roles and Responsibilities

*	Until Ms. Craig’s and Ms. Moyo’s retirement in May 2023.	Financially literate	Financial expert
**	Effective February 9, 2023.

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Compensation and Talent Committee         Meetings in 2022: 5
Pamela J. Craig* (chair)	James R. Fitterling*	Anne H. Chow**	Michael L. Eskew	Amy E. Hood	Suzan Kereere	Gregory R. Page

The Board of Directors has determined that all Compensation and Talent Committee members are “independent” under the NYSE listing standards, including the listing standards applicable to compensation committee members.

The Board has also determined that each Compensation and Talent Committee member qualifies as a “Non-Employee Director” under Rule 16b-3 of the Exchange Act.

Introduction

The Compensation and Talent Committee reviews the Company’s compensation practices and policies, annually reviews and approves (subject to ratification by the independent directors of the Board) the compensation for the CEO, annually reviews and approves the compensation for the other senior executives, evaluates CEO performance, reviews and discusses with management of the Company the Compensation Discussion and Analysis prepared in accordance with the Securities and Exchange Commission’s disclosure rules for executive compensation, and furnishes a report for inclusion in the Company’s Proxy Statement.

Roles and Responsibilities

The Committee may delegate its authority to subcommittees of one or more Committee members or to senior executives of the Company as it deems appropriate, subject to compliance with applicable laws, rules, regulations, and plan requirements. The Committee has delegated authority to the Company’s Chief Executive Officer and to its Executive Vice President and Chief Human Resources Officer, to grant certain stock-based awards to eligible, non-executive employees, subject to certain limits.

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Nominating and Governance Committee          Meetings in 2022: 6
Muhtar Kent* (chair)	Thomas “Tony” K. Brown*	David B. Dillon	Dambisa F. Moyo**

The Board of Directors has determined that all Nominating and Governance Committee members are “independent” under the NYSE listing standards.

Introduction

The Nominating and Governance Committee establishes the Board Membership Criteria, assists the Board by identifying individuals qualified to become Board members, recommends to the Board matters of corporate governance, facilitates the annual review of the performance of the Board and its committees, and periodically reviews CEO and management succession plans.

Roles and Responsibilities

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Science, Technology & Sustainability Committee          Meetings in 2022: 8
Gregory R. Page (chair)	Anne H. Chow*	Amy E. Hood	Muhtar Kent**

The Board of Directors has determined that all Science, Technology & Sustainability Committee members are “independent” under the NYSE listing standards.

Introduction

The responsibility of the Science, Technology & Sustainability Committee of the 3M Board of Directors is to oversee the twin demands of developing products to meet the ever-changing needs of our customers while ensuring that those products cause no harm to people or to our planet. The Science, Technology & Sustainability Committee is responsible for providing the general oversight of the significant scientific and technological aspects of 3M’s businesses and the Company’s sustainability and stewardship activities.

Roles and Responsibilities

Meeting attendance

During 2022, the Board of Directors held five regularly scheduled meetings and six special meetings. Overall attendance at Board and committee meetings was 93 percent. During 2022, all of our director nominees who were directors during 2022 attended at least 75 percent of all Board and committee meetings on which they served.

The Company has a long-standing policy that directors are expected to attend the Annual Meeting of Shareholders unless extenuating circumstances prevent them from attending. All directors who were members of the Board as of May 2022 attended last year’s Annual Meeting of Shareholders.

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Director compensation

Philosophy and Process

The Nominating and Governance Committee is responsible for reviewing and making recommendations to the Board regarding all changes to the compensation of our non-employee directors. The Board reviews the recommendations of the Nominating and Governance Committee and determines the form and amount of director compensation.

In developing its recommendations, the Nominating and Governance Committee is guided by the following goals:

The Nominating and Governance Committee works with an independent compensation consultant to support its objectives of maintaining a reasonable and appropriate program. For 2022, Frederic W. Cook & Co., Inc. (FW Cook) provided the Nominating and Governance Committee with expert advice on the compensation of non-employee directors, in addition to analyzing market data on director compensation at the same peer group of companies approved by the Compensation and Talent Committee for evaluating Named Executive Officer compensation. Neither the Company nor the Nominating and Governance Committee has any arrangement with any other compensation consultant who has a role in determining or recommending the amount or form of director compensation. For more information on the peer group, see “Executive compensation peer group” on page 69.

Directors who are employees of the Company do not receive payment for their Board service.

Elements of annual compensation for non-employee directors

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DSUs. Each DSU represents the right to receive one share of 3M common stock at a future date. For fees paid in DSUs, the number of units credited to the director’s recordkeeping account is determined by dividing the value of the fees to be paid by the closing price for a share of 3M common stock on the NYSE for the last trading day immediately preceding the earliest date such amount otherwise could have been paid to the director if taken on a current basis. The Company also credits the director’s account with an additional number of DSUs for each ordinary cash dividend paid on the shares of the Company’s common stock. Appropriate adjustments to the DSUs credited to each director’s account will be made for stock splits, stock dividends, spinoffs, mergers, consolidations, payments of dividends other than in cash, and similar circumstances affecting 3M common stock. Unless a different time or form of payment is elected (see “Alternative Times and Forms of Payment” below), the shares of 3M common stock underlying the DSUs will be distributed in a single lump sum during the month of January in the first year after the director leaves the Board.

Alternative Times and Forms of Payment. In lieu of receiving all or a portion of the annual stock retainer in DSUs, a director may elect to receive shares of 3M common stock on a current basis, but the net after-tax portion of such shares must be retained by the director until he or she leaves the Board. Similarly, in lieu of cash fees, a director may opt to receive 3M common shares, DSUs, or deferred cash. Directors also may elect to receive distribution of their deferred cash or settlement of their DSUs as follows:

2022 director compensation table

The table below shows the amounts earned by our non-employee directors in 2022. As Ms. Chow and Mr. Pizarro joined the Board on February 9, 2023, they did not earn any director compensation during 2022.

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Reasonableness of non-employee director compensation

As described above, our philosophy on director compensation is to pay directors fairly for work required in a company of our size and complexity, provide a significant portion of the total compensation in the form of equity-based compensation to align directors’ interests with the long-term interests of our shareholders, and structure compensation in a simple and transparent manner. We believe that the application of this philosophy has resulted in a non-employee director compensation program that reflects best-in-class design with the following provisions:

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Stock retention requirement

Prohibition of hedging, pledging, and other actions

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The Audit Committee is directly responsible for the appointment, compensation (including approval of all fees), retention, and oversight of the Company’s Independent Accounting Firm retained to perform the audit of our financial statements and our internal control over financial reporting.

The Audit Committee has appointed PwC to serve as 3M’s Independent Accounting Firm for 2023. PwC has been 3M’s Independent Accounting Firm since 1998. Prior to that, 3M’s Independent Accounting Firm was Coopers & Lybrand from 1975 until its merger with Price Waterhouse in 1998. In accordance with SEC rules and PwC policy, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide service to our Company. For lead and concurring audit partners, the maximum number of consecutive years of service in that capacity is five years. The process for selection of the Company’s lead audit partner pursuant to this rotation policy involves a meeting between the Chair of the Audit Committee and the candidate for the role, as well as discussion by the full Committee and with management.

The Audit Committee annually reviews PwC’s independence and performance in connection with the Audit Committee’s determination of whether to retain PwC or engage another firm as our Independent Accounting Firm. In the course of these reviews, the Audit Committee considers, among other things:

Based on this evaluation, the Audit Committee believes that PwC is independent and that it is in the best interests of the Company and our shareholders to retain PwC to serve as our Independent Accounting Firm for 2023.

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We are asking our shareholders to ratify the selection of PwC as our Independent Accounting Firm for 2023. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of PwC to our shareholders for ratification as a matter of good corporate governance. If the selection of PwC is not ratified, the Audit Committee will consider whether it is appropriate to select another Independent Accounting Firm. Even if the selection is ratified, the Audit Committee may in its discretion select a different Independent Accounting Firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders.

PwC representatives are expected to attend the Annual Meeting where they will be available to respond to appropriate questions and, if they desire, to make a statement.

Audit Committee report

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. The management of the Company is responsible for (i) the preparation of complete and accurate annual and quarterly consolidated financial statements (financial statements) in accordance with generally accepted accounting principles in the United States, (ii) maintaining appropriate accounting and financial reporting principles and policies and internal controls designed to assure compliance with accounting standards and laws and regulations, and (iii) an assessment of the effectiveness of internal control over financial reporting. The Independent Accounting Firm is responsible for planning and conducting in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) an audit of the Company’s annual consolidated financial statements and a review of the Company’s quarterly financial statements and expressing opinions on the Company’s financial statements and internal control over financial reporting based on the integrated audits.

In this context, the Audit Committee has met and held discussions with management and the Independent Accounting Firm regarding the fair and complete presentation of the Company’s results and the assessment of the Company’s internal control over financial reporting. The Audit Committee has discussed significant accounting policies applied by the Company in its financial statements, as well as alternative treatments. Management has represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States, and the Audit Committee has reviewed and discussed the consolidated audited financial statements with management and the Independent Accounting Firm. The Audit Committee has discussed with the Independent Accounting Firm matters required to be discussed pursuant to the applicable requirements of the PCAOB and the Securities and Exchange Commission with Audit Committees.

In addition, the Audit Committee has reviewed and discussed with the Independent Accounting Firm the auditor’s independence from the Company and its management. As part of that review, the Audit Committee has received the written disclosures and the letters required by applicable requirements of the PCAOB regarding the Independent Accounting Firm’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed the Independent Accounting Firm’s independence from the Company.

The Audit Committee also has considered whether the Independent Accounting Firm’s provision of non-audit services to the Company is compatible with the auditor’s independence. The Audit Committee has concluded that the Independent Accounting Firm is independent from the Company and its management.

The Audit Committee has discussed with the Company’s Internal Audit Department and Independent Accounting Firm the overall scope of and plans for their respective audits. The Audit Committee meets with the Internal Auditor, Chief Compliance Officer, the General Counsel, and representatives of the Independent Accounting Firm in regular and executive sessions, to discuss the results of their examinations, the evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting and compliance programs.

In reliance on the reviews and discussions referred to above, the Audit Committee has recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, for filing with the Securities and Exchange Commission. Submitted by the Audit Committee

David B. Dillon, Chair

Thomas “Tony” K. Brown

Pamela J. Craig

Michael L. Eskew

Dambisa F. Moyo

Pedro J. Pizarro joined the Audit Committee after the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 was filed with the Securities and Exchange Commission and his name is therefore not included in the above report.

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Audit Committee policy on pre-approval of audit and permissible non-audit services of the independent accounting firm

The Audit Committee is responsible for appointing and overseeing the work of the Independent Accounting Firm. The Audit Committee has established a policy requiring its pre-approval of all audit and permissible non-audit services provided by the Independent Accounting Firm.

The policy identifies the guiding principles that must be considered by the Audit Committee in approving services to ensure that the Independent Accounting Firm’s independence is not impaired; describes the Audit, Audit-Related, Tax and All Other services that may be provided and the non-audit services that may not be performed; and sets forth the pre-approval requirements for all permitted services. The policy provides for the pre-approval of specific types of Audit, Audit-Related, Tax and Other services and a limited fee estimate range for such services on an annual basis. The policy also requires specific pre-approval of all permitted services not already included in the annual pre-approval. The Independent Accounting Firm is required to report periodically to the Audit Committee regarding the extent of services provided in accordance with their pre-approval and the fees for the services performed to date.

The Audit Committee’s policy delegates to its Chair the authority to address requests for pre-approval of services in certain limited circumstances between Audit Committee meetings. The chair, in his discretion, must either seek immediate approval by e-mail from the other Audit Committee members, or report any pre-approval decisions to the Audit Committee for its approval at its next scheduled meeting.

The Audit Committee may not delegate to management the Audit Committee’s responsibility to pre-approve permitted services of the Independent Accounting Firm.

All Audit, Audit-Related, Tax and All Other services described below were approved by the Audit Committee before services were rendered.

Fees of the independent accounting firm

The following table represents fees billed for professional services rendered by PwC for the audit of the Company’s consolidated financial statements for the years ended December 31, 2021 and 2022, and fees billed for other services rendered by PwC during those periods.

Audit and non-audit fees ($ in millions)

In the above table, in accordance with SEC rules, “Audit” fees consisted of audit work and review services, as well as work generally only the independent registered public accounting firm can reasonably be expected to provide, such as statutory audits, comfort letters, consents, and review of documents filed with the Securities and Exchange Commission. In 2021 and 2022, these fees also included services related to the carve-out audit of the Food Safety business. In 2022, these fees also included services related to the carve-out audit of the Health Care business. “Audit-related” fees consisted principally of internal control and system audit procedures for periods prior to the rollout of the ERP system, agreed-upon procedures, employee benefit plan audits, and other attestation services. “Tax” fees consisted principally of tax compliance services in foreign jurisdictions, assistance with transfer pricing documentation, and advice on foreign and domestic tax related matters. “All Other” fees consist of licenses for accounting research software and other permissible services that do not fall into the three categories listed above.

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Audit Committee restrictions on hiring employees of the independent accounting firm

The Audit Committee has adopted restrictions on the hiring by the Company of any PwC partner, director, manager, staff, reviewing actuary, reviewing tax professional, and any other persons having responsibility for providing audit assurance on any aspect of PwC’s certification of the Company’s financial statements. Audit assurance includes all work that results in the expression of an opinion on financial statements, including audits of statutory accounts.

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Section 14A of the Exchange Act provides our shareholders with the opportunity to approve, on an advisory basis, the compensation of the Named Executive Officers as described in this Proxy Statement. The Company has asked shareholders to vote on this type of proposal, known as a “say-on-pay” proposal, every year since 2011.

We believe that our executive compensation program is consistent with our core compensation principles and is structured to assure that those principles are implemented. At the Annual Meeting of Shareholders held on May 10, 2022, approximately 88 percent of the votes cast on this issue voted to approve the compensation of the Company’s named executive officers as disclosed in last year’s Proxy Statement. Although the vote was non-binding, the Compensation and Talent Committee believes this level of approval percentage indicates that our shareholders strongly support our core compensation principles and our executive compensation program.

Thus, the Company is submitting to shareholders the following resolution for their consideration and approval:

“RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (including in the Compensation Discussion and Analysis, the accompanying compensation tables and related narrative).”

We encourage you to read the entire Compensation Discussion and Analysis portion of this Proxy Statement to learn more about our executive compensation program and the impact that our financial performance has on the annual and long-term incentive compensation earned by our leadership team.

While the Board of Directors and the Compensation and Talent Committee intend to carefully consider the results of the voting on this proposal when making future decisions regarding executive compensation, the vote is not binding on the Company or the Board and is advisory in nature. The Company currently holds advisory votes on the compensation of named executive officers annually. Assuming that the Company’s shareholders vote in favor of maintaining the same frequency when voting on Proposal 4, the next such advisory vote is expected to occur at the 2024 Annual Meeting.

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As required by Section 14A of the Exchange Act, the Company is providing its shareholders with the opportunity to cast an advisory vote on the frequency with which shareholders will be offered the opportunity to cast future advisory votes on the compensation of its named executive officers. Shareholders may choose from the following alternatives: 1 Year, 2 Years, 3 Years, or to abstain from voting on this proposal.

After careful consideration, the Board of Directors recommends annual (“1 Year”) advisory votes on the compensation of the Company’s executives. It continues to believe that annual votes will provide the clearest and most useful feedback from shareholders to the Company and the Compensation and Talent Committee in this important area and will confirm the Company’s commitment to frequent and transparent communications with investors.

Shareholders are not voting to approve or disapprove of the Board’s recommendation. Instead, shareholders have four choices with respect to this proposal: “1 Year,” “2 Years,” “3 Years,” or “Abstain.” For the reasons discussed above, we are asking our shareholders to vote for a frequency of “1 Year” when voting on this proposal.

While the Board of Directors and especially the Compensation and Talent Committee intend to carefully consider the results of the voting on this proposal, the vote is not binding on the Company or the Board and is advisory in nature.

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Compensation discussion and analysis 

This Compensation Discussion and Analysis describes 3M’s executive compensation program, explains how 3M’s Compensation and Talent Committee oversees and implements this program, and reviews the 2022 compensation for the executive officers identified below. Throughout this Compensation Discussion and Analysis and elsewhere in this Proxy Statement, we refer to this group of individuals as the “Named Executive Officers” or “NEOs.” The titles shown below reflect the position of each Named Executive Officer as of March 1, 2023.

Michael F. Roman Chairman of the Board and Chief Executive Officer		Monish Patolawala Executive Vice President, Chief Financial and Transformation Officer		Peter D. Gibbons Group President, Enterprise Operations		Jeffrey R. Lavers Group President, Consumer and Interim Group President, Health Care		Michael G. Vale Group President, Safety and Industrial		Mojdeh Poul(1) Former Group President, Health Care

See Appendix B to this Proxy Statement for the meaning of certain capitalized terms used throughout this Compensation Discussion and Analysis.

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Section I: Executive overview

2022 was a pivotal year for 3M. The Company took decisive actions that are foundational for our future, while maintaining an unwavering focus on the priorities of our shareholders, the needs of our customers, and our broader stakeholders.

Navigating macroeconomic challenges

The combination of ongoing litigation challenges together with significant external uncertainties, including inflation, supply chain disruptions, and slowing sales in key end-markets, impacted the Company’s total shareholder return performance. In response, the Company took action to address inflation through selling price actions, proactively managed costs as demand softened throughout the year, and continued to address litigation challenges. To address supply chain disruptions, we did what was necessary to serve customers and reduce cycle times. We also navigated COVID-related lockdowns in China, reached agreement with the Flemish government to restart operations in Zwijndrecht, and exited our Russian business.

Building a stronger, leaner, and a more focused 3M

In 2022, we delivered the following financial results:

We divested our Food Safety business, receiving approximately $1 billion in consideration and reducing our outstanding share count by 16 million. We continued to progress the spin-off of our Health Care business, which will create two world-class public companies, each better positioned to drive growth and value creation. We also simplified and streamlined our supply chain organization and advanced our digital strategies to better serve customers.

As always, we put 3M science to work to solve customer needs and continued to make progress against our sustainability commitments to support employee health, safety, and well-being — including new flexible work arrangements and investments in our factories — and to advance diversity, equity, and inclusion priorities throughout our organization and the communities we serve.

Executive compensation program aligned with shareholders

Despite many of our positive financial and strategic results during 2022, as previously mentioned, we also faced several business challenges relating to ongoing litigation and an extremely fluid global macroeconomic and geopolitical environment with slowing growth, inflation, and supply chain disruptions. 3M’s executive compensation program outcomes for 2022 reflected our slower than expected growth with pay realized by the Company’s executives in 2022 closely aligned with the experience of our shareholder.

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Performance metrics used in 3M’s 2022 annual and long-term incentive programs reflected sharpened focus on the Company’s performance against the operating plan, cash flow growth, inventory, and receivables performance to position us for the future. The Committee also approved a new ESG performance payout modifier for the 2022 annual incentive program to support progress toward 3M’s sustainability priorities and updated the benchmark used for the relative performance metric in the 2022-2024 long-term incentive program to improve alignment with 3M’s business portfolio.

As we enter 2023, we are taking decisive actions to streamline the organization and improve our manufacturing and supply chain operations. We are staying close to our customers and continuing to invest in innovation as we forge the foundation for 3M’s sustainable growth built on the strength of 3M’s people, industry-leading innovation, advanced manufacturing, global capabilities, and our iconic brands.

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Recent business accomplishments

Below are a few noteworthy accomplishments from January 1, 2022, through March 1, 2023.

Performance		●   2022 organic sales growth of 1.2 percent, $10.10 adjusted earnings per share, adjusted free cash flow of $4.7 billion with adjusted free cash flow conversion of 82 percent, while focusing on our customers and managing through an uncertain global macroeconomic and geopolitical environment* ●   Maintained strong spending discipline, addressed inflation through selling price actions, and drove operational improvements to address supply chain challenges		●   Strengthened the balance sheet providing financial flexibility, reduced total debt by $1.4 billion, while returning $4.8 billion to shareholders in 2022 via dividends and gross share repurchases ●   Over 105 consecutive years of paying dividends to shareholders and 65 consecutive years of ordinary dividend increases *      See Appendix A to this Proxy Statement for a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures.
Innovating for the future		●   Continued to innovate for customers and capitalize on growth, productivity, and sustainability opportunities ●   Invested $3.6 billion in the combination of research and development and capital expenditures to position 3M for the future, including investments focused on growth, productivity, and sustainability — particularly water and air stewardship ●   3M innovation reduced customer GHG emissions by helping avoid emitting over 121 million metric tons of CO2 equivalent. At the same time, reduced 54.2 million pounds of virgin fossil-based plastic use in products and packaging		●   Launched 139 new products across our four market-leading business groups ●   Awarded a total of 2,600 patents from patent offices around the world in 2022, including 562 patents granted to 3M by the United States Patent and Trademark Office, which brings to nearly 132,000 total patents awarded to 3M since our inception ●   Invested in projects to reduce water usage, install purification technology at largest water-using locations and return higher quality water to the environment after usage
Portfolio management		●   Announced the spin-off of our Health Care business with a focus on creating a leading global diversified healthcare company and a more focused 3M ●   Enhanced shareholder value through active portfolio management, including the divestiture of our Food Safety business, consumer skin care brands Neobun™ and Neoplast™ in Thailand, and floor care products business in Europe, and the acquisition of LeanTec’s technology assets to advance digital solutions for auto body shops ●   Prioritized investments in growth, productivity, and sustainability		●   Continued to invest in growth opportunities, aligned to global trends that take best advantage of 3M innovation, including in automotive electrification, industrial automation, biopharma processing, and home improvement ●   Following through on sustainability commitments: investing $1 billion over 20 years to accelerate air and water stewardship and plastics reduction goals ●   Committed to exit PFAS manufacturing by the end of 2025
Transforming 3M operating model		●   Advanced our business group-led operating model, including simplifying and streamlining our organization and further aligning to customers and go-to-market models for improved growth, operating agility, and accountability		●   Focused on transformation including adjusting our operations and supply chain structure to the changing economic realities and advancing our digital strategies to better serve customers and improve efficiency of operations
People and culture		●   Advanced diversity, equity, and inclusion within 3M and its communities with new investments and initiatives; issued annual diversity, equity, and inclusion report to strengthen accountability and transparency ●   Continued to focus on employee health, safety, and well-being, including new flexible work arrangements and factory investments		●   Honored by Ethisphere® Institute as one of “The World’s Most Ethical Companies®” for the 9th consecutive year ●   Recognized as one of the “25 incredible companies that are building the best workplace cultures in the world.” 3M also secured 15 National Best Workplaces™ Awards

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Elements of 2022 target total direct compensation

The table below shows how the 2022 target Total Direct Compensation of the Named Executive Officers was apportioned among base salary, annual incentives, performance share awards, stock options, and restricted stock units (RSUs), summarizes the rationale for providing and key characteristics of each such element, and lists the performance metrics, weightings, and modifiers used for annual and long-term incentives granted in 2022.

2022 Pay Elements(1)

2022 Performance

CEO

Other NEOs

Why It Is Provided

Key Characteristics

Metrics, Weightings, and Modifiers(2)

●    Compensate executives for their normal day-to-day responsibilities

●    Only component of compensation that is considered to be fixed rather than variable in nature

●    Motivate executives to stay focused on day-to-day operations by aligning a significant portion of Total Cash Compensation with the near-term financial performance of the Company and its business units

●    Performance metrics and goals approved by the Committee, which is comprised entirely of independent directors ●    Payouts based on performance against preestablished business objectives over a 12-month period ●    Payouts adjusted or left unchanged based on individual performance against preestablished goals and objectives and the Committee’s determination of 3M’s holistic performance against a set of preestablished objective ESG metrics ●    Payouts cannot exceed 200% of an executive’s weighted-average target annual incentive amount

●    Local Currency Sales (of 3M or a business unit, as applicable) vs. Plan (50%) ●    Operating Income (of 3M or a business unit, as applicable) vs. Plan (30%) ●    3M Operating Cash Flow Conversion vs. Plan (20%) ●    Individual performance multiplier (± 20%) ●    ESG modifier (± 10% of target)

Performance Shares

●    Motivate executives to focus on continuously improving performance in key financial metrics believed to drive long-term shareholder value ●    Retain executive talent

●    Performance metrics and goals approved by the Committee, which is comprised entirely of independent directors ●    Payouts based on performance against preestablished goals over three years ●    Maximum payout equal to 200% of the target number of performance shares ●    Cash-settled dividend equivalent rights that are payable only if the underlying shares are earned

●    Earnings per Share Growth (33.3%) ●    Free Cash Flow Growth (33.3%) ●    Relative Organic Sales Growth (33.3%)

Stock Options(3)

●    Motivate executives to build long-term shareholder value ●    Retain executive talent

●    Provide value only if stock price increases ●    Exercise price equal to the grant date closing price for a share of 3M common stock ●    Ratable three-year vesting schedule ●    Maximum term of 10 years

●    Vesting is based on continued service, while value of the options is based on stock price appreciation (100%)

Restricted Stock Units(3)

●    Motivate executives to build long-term shareholder value ●    Retain executive talent

●    Three-year “cliff” vesting schedule ●    Cash-settled dividend equivalent rights that are payable only if the underlying shares are earned

●    Vesting is based on continued service, while value of the RSUs is based on total shareholder return (100%)

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Paying for performance

One objective of our incentive compensation program is to align our Named Executive Officers’ real pay delivery with performance. The Company’s performance directly impacted incentive compensation pay outcomes for our Named Executive Officers as discussed below.

2022 annual incentive compensation

Dollar Amounts in Millions

For more information concerning the calculation of the 2022 annual incentive payout for each Named Executive Officer, including the threshold, target, and maximum goals and attainments used to calculate the annual incentive payouts of the Named Executive Officers who are paid, in part, based on the performance of a business group, see “2022 AIP attainments and payouts” on page 75.

Performance share award payouts and accruals (long-term incentive compensation)

The three-year performance period for the 2020 performance share awards issued to the Named Executive Officers ended on December 31, 2022. Based on the financial results achieved during 2020 – 2022 and excluding dividend equivalents, the Named Executive Officers received 94.8 percent of the target performance shares subject to their 2020 performance share awards. After considering the change in the market value of 3M’s common stock over the three-year performance period and the additional shares delivered pursuant to the dividend equivalent rights granted as part of the 2020 performance share awards, the value of the total number of 3M shares delivered to the Named Executive Officers in settlement of these awards (determined using the closing price of a share of 3M common stock on the NYSE for December 31, 2022) equaled 84.4 percent of the initial target grant value approved by the Committee.

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When evaluating the payouts for these awards against the Company’s performance, it is important to keep in mind the weightings applied to each year (2020 — 50 percent; 2021 — 30 percent; and 2022 — 20 percent) and each metric (Relative Organic Volume Growth — 40 percent; Return on Invested Capital — 20 percent; Earnings per Share Growth — 20 percent; and Free Cash Flow Conversion — 20 percent). As illustrated in the charts below, the payout of 2020 performance share awards reflects the mixed results achieved during the performance period.

2020 performance share award results (2020-2022 performance period)

					Performance Levels		Payout Level (% of Target)		Performance Year and Weighting		Actual Result*		Actual Payout (% of Target)
Earnings Per Share Growth			Threshold**		4%		4%		Year 1 – 50%		–5.7%		0%
			Target		8%		20%		Year 2 – 30%		14.4%		12%
			Maximum		12%		40%		Year 3 – 20%		–0.2%		0%
Relative Organic Volume Growth			Threshold**		–1%		8%		Year 1 – 50%		2.6%		40%
			Target		0.5%		40%		Year 2 – 30%		0.1%		9.4%
			Maximum		2%		80%		Year 3 – 20%		–7.2%		0%
Return on Invested Capital			Threshold**		18%		4%		Year 1 – 50%		17.1%		0%
			Target		20%		20%		Year 2 – 30%		19.5%		4.8%
			Maximum		23%		40%		Year 3 – 20%		18.4%		1.5%
Free Cash Flow Conversion			Threshold**		95%		4%		Year 1 – 50%		132%		20%
			Target		100%		20%		Year 2 – 30%		101%		7.1%
			Maximum		105%		40%		Year 3 – 20%		82%		0%
Total													94.8%