mmm-20240326

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. )


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☑			Definitive Proxy Statement
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☐			Soliciting Material under §240.14a-12

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 27, 2024

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 14, 2024, at 8:30 a.m., Central Daylight Time at www.virtualshareholdermeeting.com/MMM2024. To leverage technology to enable shareholder participation from any location, the 2024 Annual Meeting will be held exclusively online.

In 2023, the 3M team executed our plans and delivered on our commitment to exit the year stronger, leaner and more focused. We improved our operational performance, advanced the spin-off of our Health Care business, and reduced risk and uncertainty. We implemented the most significant restructuring in 3M history, aggressively cut management layers, simplified our supply chains and streamlined our global go-to-market models.

Our actions supported strong underlying margins and robust cash flow. We continued investing in the business, while reducing net debt and returning $3.3 billion to you, our shareholders, through our dividend. Importantly, we continued to do what 3M does best: use material science to make a difference in the world.

3M is well positioned to build on our progress in 2024. We will focus on further improving our operational performance, accelerating efforts to optimize our portfolio, and addressing legal matters. We will also continue to invest in high-growth markets where 3M’s unique capabilities can make a difference, including automotive electrification, climate technology, and industrial automation.

As recently announced, we are excited about William Brown joining us as our next Chief Executive Officer, starting May 1, 2024, and building on our momentum and progress to move 3M forward. We are confident in our future, and our ability to deliver greater value for our customers, our shareholders, and all who have placed their trust in us.

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 132 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

James R. Fitterling

Lead Independent Director*

(*Effective April 3, 2024)


2024 Proxy Statement			3



		Time and Date 8:30 a.m., Central Daylight Time Tuesday, May 14, 2024

		Where Virtual only at www.virtualshareholder meeting.com/MMM2024


	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 14, 2024. The Notice of Annual Meeting, Proxy Statement, and 2023 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 27, 2024.

Items of business

Board
Recommendation

Elect the 12 director nominees identified in the Proxy Statement, each for a term of one year.

FOR

Ratify the appointment of PricewaterhouseCoopers LLP as 3M’s independent registered public accounting firm for 2024.

FOR

Approve, on an advisory basis, the compensation of our Named Executive Officers.

FOR

Shareholder proposal, if properly presented at the meeting.

AGAINST

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 19, 2024.

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 2023 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 2024 Annual Meeting will be held exclusively online.

To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/MMM2024, you need to enter the 16-digit control number on your proxy card, voting instruction form, or Notice of Internet Availability you previously received. See additional instructions on page 132.

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 proxy holder may participate, vote and examine a list of shareholders of record entitled to vote at the meeting by accessing www.virtualshareholdermeeting.com/MMM2024. 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 133.


4			3M Company


A letter to our shareholders			3

Notice of 2024 a nnual m eeting of shareholders			4

Proxy highlights			7

Corporate governance at 3M			20

Elect the 12 director nominees identified in this Proxy Statement			20

Nominees for director			22

Board membership criteria			34
Director nominees — diversity of skills and experience			35
Diversity			36
Board self-evaluation process			36
Director nomination process			37
Identification, evaluation, and selection of nominees			37
Shareholder nominations — shareholder recommendations			37
Shareholder nominations — advance notice bylaw			38
Shareholder nominations — universal proxy rules			38
Shareholder nominations — proxy access			38
Director orientation and continuing education			39
Director independence			39
Corporate governance practices and policies			39
Corporate governance highlights			40
Corporate governance guidelines			41
Communication with directors			41
3M’s codes of conduct			42
Public policy engagement			42
Related person transaction policy and procedures			43
Policy on adoption of a rights plan			43

Key areas of Board oversight			44
Board’s role in strategy			44
Board’s role in risk oversight			44
Board’s role in manag e ment succession planning and human cap ital management			46


Board's role in cybersecurity			46
Board’s role in s ustainability			46
O ur sustainability pillars			48
Board structure and processes			50
Board’s leadership structure			50
Lead i ndependent d irector			51
Executive sessions			52

Board committees			52
Board and committee information			52
Meeting attendance			56

Director compensation			57
Philosophy and process			57
Elements of annual compensation for non-employee directors			57
202 3 director compensation table			58
Reasonableness of non-employee director compensation			59
Stock retention requirement			60
Prohibition of hedging, pledging, and other actions			60

Audit C ommittee matters			61

Ratification of the a p pointment of i ndependent r eg istered p ublic a ccounting f irm for 2024			61

Audit C ommittee report			63

Audit C ommittee policy on pre-approval of audit and permissible non-audit services of the independent accounting firm			64

Fees of the independent accounting firm			64

Audit C ommittee restrictions on hiring employees of the independent accounting firm			65

Executive compensation			66

Advisory a pproval of e xecutive c ompensation			66


2024 Proxy Statement			5


Table of contents


Compensation discussion and analysis			67
Section I: Executive overview			68
Section II: How we determine executive compensation			78
Section III: Overview of compensation program design			82
Section IV: Incentive compensation attainments and awards			88
Section V: 202 3 compensation decisions and performance highlights			95
Section VI: Ways in which we address risk and governance			100

Compensation and T alent C ommittee report			104

Compensation and T alent C ommittee interlocks and insider participation			104

Executive compensation tables			105
202 3 summary compensation table			105
202 3 all other compensation table			106
Grants of plan-based aw ards			107
202 3 outstanding equity awards at fiscal year-end table			108
202 3 option exercises and stock vested table			111
Pension benefits			112
Nonqualified deferred compensation			113
Potential payments upon termination or change in control			115

Pay ratio			121

Pay versus performance disclosure			121

Shareholder proposal			126

Shareholder p roposal			126

Board's statement opposing the proposal			127

Stock ownership information			129

Security ownership of management			129


Security ownership of certain beneficial owners			131

Other information			132

Proxy s tatement			132
Purpose of the a nnual m eeting			132
Participating in the virtual a nnual m eeting			132
Information about the n otice of i nternet a vailability of p roxy m aterials			133
Shareholders entitled to vote			135
Proposals you are asked to vote on and the Board’s voting recommendations			136
Voting requirements to elect directors and approve each of the proposals described in this p roxy s tatement			137
Voting methods			138
Changing or re voking your vote			139
Counting the vote			139
Confidentiality			139
Results of the vote			139
Delivery of documents to shareholders sharing an address			139
List of shareholders			140
Cost of proxy solicitation			140
Transfer agent			140
Requirements for submission of shareholder proposals for next year’s a nnual m eeting			140

Appendix A: Supplemental consolidated statement of income information			141

Reconciliation of GAAP to non-GAAP financial measures			141

Appendix B: Meaning of certain terms			149



			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.


6			3M Company

Elect the 12 director nominees identified in this Proxy Statement (page 20)

•Elect the 12 director nominees identified in this Proxy Statement, each for a term of one year.

•Our nominees are distinguished leaders who bring a mix of skills and qualifications to the Board and can represent the interests of all shareholders.

•As proven leaders, our nominees are well positioned to guide 3M’s strategic directions.

•Our recent Board refreshment brings new skills and experience to the Board and enhances its oversight of various areas important to the Company.

“FOR” each nominee to the Board


2024 Proxy Statement			7


Proxy highlights

Corporate governance dashboard

Director nominees, board diversity of skills and experience



						Thomas “Tony” K. Brown Retired Group Vice President, Global Purchasing, Ford Motor Company Skills Age 68 Tenure 2013 Committee A




						William M. Brown Former Chairman of the Board and Chief Executive Officer, L3Harris Technologies, and Chief Executive Officer of 3M Company (effective May 1, 2024) Skills Age 61 Tenure New nominee




						Audrey Choi Retired Chief Sustainability Officer and Chief Marketing Officer, Morgan Stanley Skills Age 56 Tenure 2023 Committee N&G STS





						Anne H. Chow* Retired Chief Executive Officer, AT&T Business Skills Age 57 Tenure 2023 Committee C&T STS




						David B. Dillon Retired Chairman of the Board and Chief Executive Officer, The Kroger Co. Skills Age 72 Tenure 2015 Committee N&G




						James R. Fitterling* Lead Independent Director Chair of the Board and Chief Executive Officer, Dow Inc. Skills Age 62 Tenure 2021 Committee



Director nominee age 62.0 Average years			Director nominee tenure 4.0 Average tenure


Director nominee independence			Lead independent director •Lead Independent Director with robust authority •Separate Executive Chairman and CEO after transition





Skills and experience


8			3M Company


Proxy highlights

Other public company boards

0.9

Average board positions

Diversity

58.3%

Diverse board members

# LGBTQ+ or born outside of the U.S.

Meeting attendance

97%

•Overall attendance at Board and committee meetings

•There were 11 Board meetings in 2023

Board changes since 2019

7 of 12 nominees will have joined the Board since 2019 if elected, including 3 women directors and 5 directors with other diverse traits

Key

Independent

Chair

Audit

C&T

Compensation and Talent

N&G

Nominating and Governance

STS

Science, Technology & Sustainability

Effective April 3, 2024, Mr. Fitterling will assume the duties of Lead Independent Director and Ms. Chow will assume the role of C&T Chair.



						Amy E. Hood Executive Vice President and Chief Financial Officer, Microsoft Corporation Skills Age 52 Tenure 2017 Committee C&T STS




						Suzan Kereere President, Global Markets, PayPal, Inc. Skills Age 58 Tenure 2022 Committee A C&T




						Gregory R. Page Retired Chairman of the Board and Chief Executive Officer, Cargill Skills Age 72 Tenure 2016 Committee C&T




						Pedro J. Pizarro President and Chief Executive Officer and Director, Edison International Skills Age 58 Tenure 2023 Committee A N&G




						Michael F. Roman Chairman of the Board and Chief Executive Officer, 3M Company Skills Age 64 Tenure 2019




						Thomas W. Sweet Retired Chief Financial Officer, Dell Technologies Skills Age 64 Tenure 2023 Committee A N&G


2024 Proxy Statement			9


Proxy highlights

Qualifications and attributes, and demographic information, for the 12 director nominees that are standing for election at the Annual Meeting are summarized below.

Qualifications and Attributes

T. Brown

W. Brown

Choi

Chow

Dillon

Fitterling

Hood

Kereere

Page

Pizarro

Roman

Sweet

Leadership

Manufacturing

Supply Chain

Technology

Finance

Global

Risk Management

Marketing

Demographic Background

Tenure (Years)

Age (Years)

Gender (Male/Female)

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


10			3M Company


Proxy highlights

Board refreshment

We regularly add directors to infuse new ideas and fresh perspectives into the boardroom. Mr. William M. Brown, who was appointed by the 3M Board as Chief Executive Officer of 3M effective May 1, 2024, is standing for election to the 3M Board for the first time. In addition, six out of the eleven other director nominees standing for this year’s election have joined our board within the past five years, and five of these six nominees 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.

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

During 2023, members of senior management offered to meet with a cross-section of shareholders owning approximately:

23% of our
outstanding
shares

35% of our
institutional
shareholders

Two of our directors — our Chairman of the Board and the Chair of our Science, Technology & Sustainability Committee — participated in our 2023 engagement.

Topics

Discussed

Board / Corporate governance

•Board composition, including refreshment, skills matrix, and diversity

•Director orientation, education, and evaluation

•Risk oversight (sustainability and litigation/regulatory)

Environmental / Social / Sustainability

•Air and water stewardship goals, plastics reduction, and investments and pathway to achieve goals

Business

•Update on Health Care business spin-off, including leadership, timing, and key milestones

•Organic growth opportunities, research / development effectiveness, and portfolio

•PFAS manufacturing exit update

•Capital structure including impact of Health Care business spin-off, and dividend

Litigation

•Updates on key settlement agreements

•Remaining PFAS-related litigation

Feedback

Investors provided valuable comments and perspectives on the above referenced topics. The feedback from these meetings was shared with the appropriate Board committees of the full Board and helped inform the Board on corporate governance practices and trends.


2024 Proxy Statement			11


Proxy highlights

3M’s sustainability highlights

In 2023, 3M continued to make progress toward our environmental goals, including helping to enhance the quality of water we return to the environment after use in our facilities. We are taking action to install state-of-the-art technologies and improve processes at many of our facilities globally, which is helping us to reduce our overall water use and positively impact water quality in 3M communities. Since announcing our carbon neutrality goal in 2019, we’ve seen a 43.2 percent reduction in scope 1 and 2 emissions. Since 2002, we’ve seen an overall 80.1 percent reduction, while our total revenues more than doubled. Since 2021, we’ve achieved a 69.8 million-pound reduction in the 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 advance meaningful actions toward a more equitable future for our global employee base, including training, development, and recruitment efforts focused on underrepresented populations as we continue our efforts to build a diverse workforce around the world. We recognize that different countries and cultures have different definitions of diversity. 3M aims to reflect the diversity of our customers, suppliers, and community partners. We foster an inclusive culture that supports and appreciates differences and provides fair and equal opportunities for everyone. We recognize the importance of equal access to science, technology, engineering, and mathematics (STEM) education and careers.

To advance our social justice and impact agenda, we created a holistic cross-functional team to support our goals and commitments to progress equity in our workplaces, business practices, and communities globally. We also support our values with an internal CEO Inclusion Council, chaired by CEO Mike Roman, to advance diversity, equity, and inclusion initiatives. In 2023, we defined our environmental justice ambition to “deliver on our company promise by leveraging our expertise and capabilities alongside community leaders to help solve some of the most pressing environmental justice challenges facing our 3M communities.” We made steady progress throughout 2023, working to weave a focus on environmental justice into key business processes and policies, as well as to define environmental justice principles. We acted on those principles by increasing site engagement with the local community at three prioritized locations. Using a proven methodology of “listen, understand, act,” we held listening sessions to understand the community’s needs, then identified opportunities to share insights and collaborate with local businesses and officials to make meaningful impact.

In 2023 we prepared for the spin-off of our Health Care business and the emergence of two world-class public companies poised for growth. In this transformational moment, the foundation we build going forward will be critically important. For the future of 3M, for the future of our planet, and for future generations, we must continually reimagine what’s possible.

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 organizing pillars: Science for Circular, Science for Climate, and Science for Community.


12			3M Company


Proxy highlights




Science for Circular			We see the circular economy as an opportunity to create impactful solutions, inspire leadership, and implement disruptive change across all industries. 3M, in partnership with GlobalGiving, collaborates with Plastic Bank to support ethical collection of plastic waste in Brazil. 2023 saw the completion of a two-year collaboration that helped stop 801,680 pounds of plastic — the equivalent of over 18 million 500 ml plastic bottles — from entering the ocean. 3M was one of the first of over 200 global businesses, financial institutions, and NGOs that have endorsed the Business Coalition for a Global Plastics Treaty, a common vision that will guide policy engagements with governments to end plastic pollution and accelerate progress toward a circular economy. As a member of the Water Resilience Coalition leadership committee, 3M participated in key events in 2023, including a workshop the coalition held at 3M Stockholm during World Water Week on the ambition of net positive water impact, as well as the first pilot program. The Water Resilience Coalition also held a workshop at 3M headquarters on how to scale basinwide collective action at 100 priority basins worldwide. Since 2019, 100 percent of 3M projects entering the new product commercialization process include features or functions that drive sustainability impact, such as an environmental or social challenge like improving air quality, reducing GHG emissions, or improving patient and worker safety.


Science for Climate			We’re advancing our impact through intermediate and long-term goals and actions that align with the latest findings by the Intergovernmental Panel on Climate Change (IPCC). In 2023, our efforts yielded a significant emissions reduction — more than 20 percent — in scope 3, category 4 (upstream transportation and distribution). During Climate Week NYC, 3M highlighted new developments in key areas of climate innovation, including direct air capture (DAC) technology, and convened stakeholders from across industries to discuss how material science can accelerate climate solutions. 3M is in a three-year partnership with the United Nations Framework Convention on Climate Change. This collaboration helps us highlight technology and solutions that inspire movement on climate commitments, including engagements at COP28. Along with our partner Earthworm Foundation, we’re supporting the Tsay Keh Dene (TKD) First Nation in British Columbia, Canada, to protect high conservation value forests in their territory. As some of the world’s last remaining intact forests, they serve as sources of sustenance, culture, and history for the TKD, as well as critical species habitat and carbon storage. Using data science, we’re enhancing capabilities to estimate our products’ carbon footprint and identify opportunities for reduction. Leveraging science and technology, we‘re reducing emissions in our operations while improving the design and manufacture of our products for sustainability. We estimate an avoidance of 135 metric tons of carbon dioxide (CO2) for our customers through the use of select 3M product platforms over the past seven years.


Science for Community			We recognize the importance of cultivating a connected community. In 2023, 3M continued to work toward our goal to invest $50 million to address racial opportunity gaps in the U.S. through workforce development and STEM education initiatives. Contributions for 2023 totaled $13.1 million. Our efforts were recognized by the 2023 Racial Equity Dividends Index, which named 3M a high-scoring business for four out of seven categories, including Philanthropy & Investment. In November, 3M hosted 70 participants at the first 3M Environmental Justice Summit — one of the first times a corporation brought together private companies, public entities, and community organizations to share insight and perspective on the topic. 3M supports education initiatives that advance equitable outcomes in STEM for underrepresented students globally. Since 2021, we’ve supported over 2 million unique STEM and skilled trades learning experiences, on track with our commitment to create 5 million experiences by end of the 2025-26 school year. In 2023 we opened a new 15,000-square-foot automotive training facility in St. Paul, Minnesota, dedicated to educating and upskilling technicians on the most up-to-date automotive collision repair and refinishing processes.


2024 Proxy Statement			13


Proxy highlights

Ratification of the appointment of independent registered public accounting firm for 2024 (page 61)

•Ratify the appointment of PricewaterhouseCoopers LLP (PwC) as 3M’s independent registered public accounting firm for 2024.

•Based on its assessment of the qualifications and performance of PwC, the Audit Committee believes that it is in the best interests of the Company and its shareholders to retain PwC.

“FOR”

Executive compensation

Advisory approval of executive compensation (page 66)

•Approve, on an advisory basis, the compensation of our Named Executive Officers.

•Our executive compensation program appropriately aligns our executives’ compensation with the performance of the Company and its business units as well as their individual performance.

“FOR”

We are building momentum and a foundation for future growth

In 2023, we focused on building momentum and improved operational performance to position 3M for a bright future. Our team executed our strategic priorities, while we delivered for customers, exceeded earnings and cash flow expectations, and exited the year stronger, leaner, and more focused. We managed dynamic external environments as we prioritized investments in attractive markets, applying our material science expertise to meet customer needs across our core and new platforms, including automotive electrification, climate technology, and industrial automation. We also made significant progress simplifying our supply chain, restructuring our organization, advancing the spin-off of our Health Care business, and reducing risk and uncertainty by proactively and effectively managing litigation. We have clear strategic priorities to capitalize on our strong cash flow generation as we work to unlock value for customers and shareholders, both today and into the future.

We are preparing to spin off our Health Care business to create two world-class public companies

The spin-off of the Health Care business is on track to be completed on April 1, 2024. As a standalone health care business with a diverse portfolio of trusted brands, the spin-off Health Care business called Solventum Corporation (“Solventum”) will be better positioned to deliver industry-leading innovation for millions of patients worldwide. As we began building out the executive team for Solventum, we appointed Bryan Hanson as CEO of the Health Care Business Group in September 2023. With his unique qualifications and proven executive track record of successfully leading, growing and transforming global medical device businesses, we are confident Mr. Hanson is the right leader for the new company to ensure its success for customers, patients, and shareholders.


14			3M Company


Proxy highlights

Compensation program supports our talent and value creation strategy

To enable our progress and continued momentum, we are deliberately prioritizing our talent and compensation strategy to encourage the contributions of a high-caliber executive leadership team. In 2023, we set the target compensation levels for the majority of our executive officers at or near the peer group median. To align pay outcomes with the long-term interests of our shareholders, over 91 percent of our CEO’s target pay and on average 84 percent of other NEOs’ target opportunities were provided in the form of at-risk variable incentives that deliver value only if we achieve pre-set performance goals or increase or decrease in value consistent with 3M’s total shareholder return or, in the case of stock options, the value of 3M’s common stock. Only in select circumstances did compensation packages reflect expanded pay benchmarks and did we utilize special incentives to support our ability to attract and retain individual skillsets and incentivize critical contributions during a pivotal transformation period. Our short- and long-term performance metrics reflect our growth drivers and were further refined for 2024 to incorporate shareholder feedback and to enhance focus on cash flow, a key driver of value for 3M, and comprehensive sustainability priorities that are important for our future.

Executive compensation program aligned with shareholders

Our total shareholder return for the year reflected significant external uncertainties, including rapid declines in consumer-facing markets such as electronics and consumer retail, slowing growth in China, and mixed demand across industrial markets. Consistent with our shareholder experience, the realizable compensation in 2023 for our CEO was 66 percent of target pay, underscoring the overall alignment of pay outcomes with outcomes for our shareholders. Three-year average realizable compensation for our CEO was 51 percent of target, consistent with longer-term shareholder returns.

•The short-term incentive program paid out at 104.0 percent of target for our CEO and between 85.5 percent and 124.8 percent of target for our other Named Executive Officers. These payouts reflected particularly strong performance on Free Cash Flow Conversion driven by our actions to streamline our supply chains and our ongoing focus on working capital management, especially inventory, and above target performance on Operating Income, which was partially offset by below-target performance on Local Currency Sales; and

•The long-term performance shares for the 2021-2023 performance period were earned at 83.8 percent of target, which represented 59.7 percent of the initial target grant value after considering the change in market value of 3M’s common stock over the performance period and accounting for the dividend equivalents associated with earned performance shares.

We continue to act with urgency as we support our mission to innovate, reimagine what is possible, and deliver value to our shareholders and the broader communities that we serve.


2024 Proxy Statement			15


Proxy highlights

Recent business accomplishments

Below are a few noteworthy accomplishments from January 1, 2023, through March 1, 2024.



Driving performance through the 3M model			•Delivered on 2023 commitments with results that exceeded our original earnings and cash flow guidance as we strengthened operational performance, implemented significant restructuring actions, and simplified our supply chains, while prioritizing growth opportunities •Drove Adjusted Earnings per Share of $9.84 and significantly increased Free Cash Flow 30% year-on-year to $6.3 billion, with robust conversion of 123%, up 37 ppts year-on-year* •Invested $3.5 billion in research and development and capital expenditures to position 3M for the future, including investments focused on growth, productivity, and sustainability •Focused on using material science to make a difference in the world. Advanced solutions that helped drive 30% revenue growth in our automotive electrification program in 2023 •Returned $3.3 billion to shareholders in 2023 via dividends; over 105 consecutive years of paying dividends to shareholders


Portfolio optimization			•Progressed the spin-off of our Health Care business; spin-off on track for April 1, 2024 •Continued building 3M for the future, prioritizing high growth markets like automotive electrification, personal safety, home improvement, and consumer electronics. We are also investing in large emerging markets that demand our material science innovation, including climate technology, industrial automation, and next-generation electronics •Prioritizing our product portfolios based on market potential, right to win, supply chain complexity, margins, and returns •Following through on sustainability commitments: investing $1 billion over 20 years to accelerate progress on our air and water stewardship priorities and plastics reduction goals


Reducing risk and uncertainty			•Reduced risk and uncertainty by proactively and effectively managing litigation •Entered into a settlement with U.S. Public Water Suppliers in PFAS litigation, providing funding for treatment of drinking water across the country, which received preliminary approval by the court and is awaiting final approval •Entered into a settlement of the Combat Arms Earplugs litigation intended to provide certainty and finality, which has received strong support from all parties and the Court as we have successfully completed each milestone toward full implementation of the settlement agreement •Remain on schedule to exit all PFAS manufacturing by the end of 2025, with 2023 production volumes down 20%



			* See Appendix A to this Proxy Statement for a reconciliation of these “non-GAAP” financial measures to the most directly comparable financial measures as determined in accordance with generally accepted accounting principles in the United States (GAAP). As explained in Appendix A, all non-GAAP financial measures presented in the “Compensation Discussion and Analysis” section are used for compensation purposes and include the adjustment of certain special items that the Compensation and Talent Committee believes are outside the control of management and are not reflective of ongoing operations. The non-GAAP financial measures used herein may not be comparable to similarly titled measures used by other companies and the adjusted amounts used for compensation purposes may differ from the adjusted amounts used by the Company elsewhere or included in the Company’s Form 10-K.


16			3M Company


Proxy highlights

Elements of 2023 target total direct compensation

The table below shows how the 2023 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 2023.

CEO(1)

Other NEOs(1)

Why it is provided

Performance metrics, weightings, and modifiers(2)

•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 (weighted 50%)

•Operating Income (of 3M or a business unit, as applicable) vs. Plan (weighted 30%)

•3M Operating Cash Flow Conversion vs. Plan (weighted 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

•Adjusted 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%)

(1)Percentages shown reflect the apportionment (or, in the case of the percentages shown for the Other NEOs, the average apportionment) of the components of target total direct compensation that are expected to be recurring. Such amounts do not reflect special items such as hiring bonuses, one-time make-whole and inducement awards granted in connection with the commencement of employment, or special grants.

(2)In determining the level of achievement of the performance goals established under the AIP and the performance share awards for any given period, the costs, sales and impact on assets and liabilities from acquisitions are excluded in the year that the acquisition is completed. The Compensation and Talent Committee also makes other adjustments from time to time for special items that it believes are unrelated to the operational performance of the Company for the relevant measurement period (e.g., changes in tax laws or accounting principles, asset write-downs, the impact of restructurings, divestitures, or asset sales, unusual tax transactions, litigation or claim judgments and settlements, and other special items described in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual/quarterly report to shareholders for the applicable period). These adjustments can have either a positive or negative impact on award payouts.


2024 Proxy Statement			17


Proxy highlights

(3)For the Company’s CEO, the Compensation and Talent Committee chose to deliver 50 percent of the target grant value of his 2023 annual long-term incentive awards in the form of performance shares and the remaining 50 percent in the form of stock options. Each of the Company’s other executives was given an opportunity to indicate a preference to receive 50 percent of the target grant value of their annual long-term incentive awards in the form of RSUs, stock options, or an equal split of both stock options and RSUs. Regardless of an executive’s indicated preference, the remaining 50 percent of the target grant value of his or her 2023 annual long-term incentive awards was delivered in the form of performance shares. The percentages shown reflect the apportionment of stock options and RSUs based on the Named Executive Officers’ 2023 elections (other than our CEO, who was not offered an opportunity to make an election).

Say-on-pay results

3M has a history of strong say-on-pay results. In 2023, approximately 88 percent of the votes cast on our say-on-pay proposal approved the compensation of our named executive officers as disclosed in last year’s Proxy Statement. Based on this level of support and the generally positive feedback received from shareholders during our 2023 investor outreach and engagement efforts, we did not make significant changes to our executive compensation program in 2023. 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.

Recent noteworthy compensation program actions

Since January 1, 2023, the Board and the Compensation and Talent Committee took the following noteworthy actions:

•Appointed Bryan C. Hanson as Group President and Chief Executive Officer, Health Care and approved his initial compensation arrangements. For more information, see “Section V: 2023 compensation decisions and performance highlights — Bryan C. Hanson — Compensation Decisions” on page 98.

•Amended the 3M Executive Severance Plan to provide for pro rata vesting of inducement restricted stock unit awards based on whole years of completed service.

•Significantly expanded the population of employees subject to our clawback policy with approximately 350 employees at the Vice President level and above now subject to recoupment based on the issuance of noncompliant financial reports, significant misconduct, or a significant risk-management failure. Made other revisions in line with new regulatory guidance implemented by the NYSE, including the expanded definition of an accounting restatement to cover so-called “little r” restatements. For more information, see “Clawback policy and other remedial actions” on page 102.

•Effective for the 2024 annual incentive compensation program offered to eligible employees, updated the metrics and weightings with the intent of enhancing focus on cash flow growth, a key driver of value for 3M. For more information, see “2024 changes to our annual incentive compensation program” on page 87.

•Approved various actions related to the Company’s U.S. retirement plans, including a future pension “freeze” for non-union employees, effective December 31, 2028, and a supplemental three percent annual Company retirement contribution to the 401(k) plan accounts of eligible employees impacted by the future pension plan freeze, effective January 1, 2029.


18			3M Company


Proxy highlights

Proposal 4 (page 126)

•Shareholder proposal, if properly presented at the meeting.

•See Board’s opposition statement.

“AGAINST”


2024 Proxy Statement			19

Elect the 12 director nominees identified in this Proxy Statement

•Elect the 12 director nominees identified in this Proxy Statement, each for a term of one year.

•Our nominees are distinguished leaders who bring a mix of skills and qualifications to the Board and can represent the interests of all shareholders.

“FOR” each nominee to the Board

Thomas “Tony” K. Brown, 68

Retired Group Vice President, Global Purchasing, Ford Motor Company

William M. Brown, 61*

Former Chairman of the Board and Chief Executive Officer, L3Harris Technologies, and Chief Executive Officer of 3M Company (effective May 1, 2024)

Audrey Choi, 56

Retired Chief Sustainability Officer and Chief Marketing Officer, Morgan Stanley

N&G STS

Anne H. Chow, 57**

Retired Chief Executive Officer, AT&T Business

C&T STS

David B. Dillon, 72

Retired Chairman of the Board and Chief Executive

Officer, The Kroger Co.

N&G

James R.
Fitterling, 62**

Lead Independent Director

Chair of the Board and Chief Executive Officer, Dow Inc.

Amy E. Hood, 52

Executive Vice President and Chief Financial Officer, Microsoft Corporation

C&T STS

Suzan Kereere, 58

President, Global Markets, PayPal, Inc.

A C&T

Gregory R. Page, 72

Retired Chairman of the Board and Chief Executive Officer, Cargill

C&T

Pedro J. Pizarro, 58

President and Chief

Executive Officer and

Director, Edison

International

A N&G

Michael F. Roman, 64*

Chairman of the Board and Chief Executive Officer, 3M Company

Thomas W. Sweet, 64

Retired Chief Financial Officer, Dell Technologies

A N&G

Key

Independent

C&T

Compensation and Talent

STS

Science, Technology & Sustainability

Audit

N&G

Nominating and Governance

Chair

* Effective May 1, 2024, Mr. William M. Brown will become Chief Executive Officer of 3M, and Mr. Roman will become Executive Chairman of the Board.

** Effective April 3, 2024, Mr. Fitterling will assume the duties of Lead Independent Director and Ms. Chow will assume the role of C&T Chair.


20			3M Company


Corporate governance at 3M

At the 2024 Annual Meeting, 12 directors are to be elected to hold office until the 2025 Annual Meeting of Shareholders and until their successors have been elected and qualified. Except as noted below, all nominees are presently 3M directors who were elected by shareholders at the 2023 Annual Meeting. Ms. Audrey Choi, who joined the board on August 9, 2023, and Mr. Thomas W. Sweet, who joined the board on November 6, 2023, are each standing for election for the first time. A director search firm assisted with the identification of Ms. Choi and Mr. Sweet for recommendation by the Nominating and Governance Committee for their election to the Board.

In addition, on March 8, 2024, the 3M Board appointed Mr. William M. Brown Chief Executive Officer of 3M, effective May 1, 2024, succeeding Mr. Michael F. Roman, and Mr. Brown is also standing for election to the 3M Board for the first time. An executive search firm assisted with the identification of Mr. Brown for his election to the Board. Concurrent with the appointment of Mr. Brown as Chief Executive Officer, on March 8, 2024, the 3M Board appointed Mr. Roman as Executive Chairman of the 3M Board, effective May 1, 2024.

Mr. Michael L. Eskew, who has served as our Lead Independent Director since 2012, will retire from his service on the 3M Board on May 14, 2024, when his term expires, pursuant to 3M’s mandatory director retirement age policy. We thank Mr. Eskew for his leadership and his many contributions to the Board and to the Company. Mr. James R. Fitterling, who has served on 3M’s Board since 2021, including as the Chair of the Compensation and Talent Committee of the Board, will assume the role of Lead Independent Director effective April 3, 2024. In addition, the Board has appointed Ms. Chow as the Chair of the Compensation and Talent Committee of the Board effective April 3, 2024.

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.

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.

The Nominating and Governance Committee reviewed the Board Membership Criteria (described on page 34) 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.


2024 Proxy Statement			21


Corporate governance at 3M

Nominees for director

Thomas “Tony” K. Brown 68

Independent

Retired Group Vice President, Global Purchasing, Ford Motor Company

Director since

2013

Professional Highlights

Mr. Brown is the Retired Group Vice President, Global Purchasing, Ford Motor Company, a global automotive industry leader. Mr. Brown served in various leadership capacities in global purchasing since joining Ford in 1999. In 2008, he became Ford’s Group Vice President, Global Purchasing, with responsibility for approximately $90 billion of production and non-production procurement for Ford operations worldwide. He retired from Ford on August 1, 2013. Prior to Ford, from 1997 to 1999 he served in leadership positions at United Technologies Corporation, including its Vice President, Supply Management. From 1991 to 1997 he served as Executive Director, Purchasing and Transportation at QMS Inc. From 1976 to 1991 he served in various managerial roles at Digital Equipment Corporation.

Nominee Qualifications

Mr. Brown’s bachelor’s degree in business administration from American International College in Springfield, Massachusetts, his leadership roles, including his experience serving as a director of the public companies listed, and his knowledge of and extensive experiences in global purchasing, management, and supply chain at Ford Motor Company and other companies, qualify him to serve as a director of 3M.

Other current directorships

•ConAgra Foods, Inc.

3M Board committee(s)

•Audit

•Nominating and Governance (Chair)

Directorships within the past five years

•Tower International, Inc.


22			3M Company


Corporate governance at 3M

05_424588-1_photo_William Brown_square.jpg

William M. Brown 61

Former Chairman of the Board and Chief Executive Officer, L3Harris Technologies

Director since

New nominee

Professional Highlights

Mr. Brown is the former Chairman of the Board and Chief Executive Officer of L3Harris Technologies, a global innovator in aerospace and defense technology solutions, where he served as Executive Chair from June 2021 to June 2022, after having served as Chairman and Chief Executive Officer from June 2019 to June 2021. Mr. Brown previously served as Chairman, President and Chief Executive Officer of Harris Corporation prior to its merger with L3 Technologies in 2019. He joined Harris Corporation in November 2011 as President and Chief Executive Officer and was appointed Chairman in April 2014. Prior to Harris Corporation, Mr. Brown spent 14 years at United Technologies Corporation serving in a variety of leadership roles. On March 8, 2024, the 3M Board of Directors appointed Mr. Brown Chief Executive Officer of 3M Company, effective May 1, 2024, succeeding Mr. Roman, who is being appointed to a newly created position, Executive Chairman of the 3M Board, also effective May 1, 2024.

Nominee Qualifications

Mr. Brown’s bachelor’s and master’s degrees in mechanical engineering from Villanova University and an MBA degree from The Wharton School, University of Pennsylvania, his wealth of strategic leadership, innovation, operational excellence, cybersecurity, and leadership experience as a public company chief executive officer for 13 years of complex global organizations, along with his strong corporate governance background and experience in the U.S. and international business, and his service on other public company boards, qualify him to serve as a director of 3M.

Other current directorships

•Becton, Dickinson and Company

•Celanese Corporation*

Directorships within the past five years

•L3Harris Technologies, Inc.

•Harris Corporation (until merger with L3 Technologies in 2019)

* Mr. Brown will not stand for re-election as a director at the annual shareholder meeting of Celanese Corporation scheduled to be held on May 13, 2024 and will serve on the Celanese board until Celanese’s 2024 annual shareholder meeting.


2024 Proxy Statement			23


Corporate governance at 3M

Audrey Choi 56

Independent

Retired Chief Sustainability Officer and Chief Marketing Officer, Morgan Stanley

Director since

2023

Professional Highlights

Ms. Choi is the Retired Chief Sustainability Officer and Chief Marketing Officer, Morgan Stanley, a global financial services firm with offices in 41 countries. Ms. Choi was Morgan Stanley’s first Chief Sustainability Officer and a member of its Global Management Committee from 2017-2022. She was also Chief Marketing Officer from 2017-2021. Over the course of her 16-year career at Morgan Stanley, she founded and led the Global Sustainable Finance Group, the Institute for Sustainable Investing and the Community Development Finance Group. During Ms. Choi’s public service career, she served in senior policy positions in the Clinton Administration including Chief of Staff of the Council of Economic Advisers in the White House. Prior to her government service, she was a foreign correspondent and bureau chief for The Wall Street Journal in Europe. Ms. Choi has a long record of service in the philanthropic and non-profit sector including as a board member of the Sustainable Accounting Standards Board (SASB), Wildlife Conservation Society, StoryCorps, Local Initiatives Support Corporation, New York Cares, the Impact Investing Alliance, and the Kresge Foundation.

Nominee Qualifications

Ms. Choi’s MBA from Harvard Business School and A.B. from Harvard College, her executive leadership roles and experience at Morgan Stanley, especially in sustainability and marketing, and her other board positions, qualify her to serve as a director of 3M.

Other current directorships

•None

3M Board committee(s)

•Nominating and Governance

•Science, Technology & Sustainability


24			3M Company


Corporate governance at 3M

Anne H. Chow 57

Independent

Retired Chief Executive Officer, AT&T Business

Director since

2023

Professional Highlights

Ms. Chow is the Retired Chief Executive Officer of AT&T Business, which provides solutions to businesses across all industries as well as the public sector. She is also the founder and CEO of The Rewired CEO, a business service firm, and is a Senior Fellow and Adjunct Professor of Executive Education at the Kellogg School of Management, Northwestern University. Ms. Chow served as the CEO of AT&T Business from 2019 to 2022 after having served in various executive leadership positions at AT&T since 2000, including President — National Business, President — Integrator Solutions, and Senior Vice President — Premier Client Group. At AT&T Business, Ms. Chow was responsible for nearly 3 million business customers in more than 200 countries and territories around the world, including nearly all the world’s Fortune 1000 companies. Her responsibilities encompassed AT&T’s full suite of business services across wireless, networking, cybersecurity, and advanced solutions, covering more than $35 billion in revenues with an organization of over 35,000 people. She has a long track record of community leadership involvement in board and advisory roles at organizations such as the Girl Scouts of the USA, New Jersey Chamber of Commerce, and the Asian American Justice Center. Reflective of her impact in driving success at the intersection of people, culture, and technology, Ms. Chow was named to Fortune’s Most Powerful Women in Business twice, Forbes inaugural CEO Next List of Leaders set to revolutionize American business, and recognized with Linkage’s Legends in Leadership Award.

Nominee Qualifications

Ms. Chow’s master’s degree in business administration from Cornell University, her bachelor’s and master’s degrees in electrical engineering from Cornell University, her decades of executive leadership positions at AT&T, including as CEO of AT&T Business, and her extensive global and cross-functional experience in management, technology, cybersecurity, marketing and sales, operations, strategy, business and culture transformation, finance, and ESG matters, as well as her experience as a director at another public company, qualify her to serve as a director of 3M.

Other current directorships

•Franklin Covey Co. (lead independent director)

3M Board committee(s)

•Compensation and Talent*

•Science, Technology & Sustainability

* Effective April 3, 2024, Ms. Chow will assume the role of Compensation and Talent Committee Chair.


2024 Proxy Statement			25


Corporate governance at 3M

David B. Dillon 72

Independent

Retired Chairman of the Board and Chief Executive Officer,

The Kroger Co.

Director since

2015

Professional Highlights

Mr. Dillon is the Retired Chairman of the Board and Chief Executive Officer, The Kroger Co., a large retailer that operates retail food and drug stores, multi-department stores, jewelry stores, and food production facilities throughout the U.S. Mr. Dillon retired on December 31, 2014 as Chairman of the Board of Kroger, where he was Chairman since 2004 and was the Chief Executive Officer from 2003 through 2013. Mr. Dillon served as President of Kroger from 1995 to 2003 and was elected Executive Vice President in 1990. Mr. Dillon served as Director of The Kroger Co. from 1995 through 2014. Mr. Dillon began his retailing career at Dillon Companies, Inc. (later a subsidiary of The Kroger Co.) in 1976 and advanced through various management positions, including its President from 1986-1995.

Nominee Qualifications

Mr. Dillon’s bachelor’s degree in business from the University of Kansas and his law degree from Southern Methodist University, his leadership roles and experiences at The Kroger Co., including serving as Chairman of the Board and Chief Executive Officer, his knowledge of and extensive experiences in leading one of the world’s largest retailers, his experiences in Kroger’s successful $13 billion merger with Fred Meyer, Inc., his leadership in sustainability, his skills in financial and audit matters, and his experiences as a director at other public companies, qualify him to serve as a director of 3M.

Other current directorships

•Union Pacific Corporation

3M Board committee(s)

•Audit (Chair)

•Nominating and Governance


26			3M Company


Corporate governance at 3M

James R. Fitterling 62

Independent

Chair of the Board and Chief Executive Officer, Dow Inc.

Director since

2021

Professional Highlights

Mr. Fitterling is the Chair of the Board and Chief Executive Officer of Dow Inc., one of the world’s leading global materials science companies. Mr. Fitterling was named CEO-elect of Dow in March 2018 prior to becoming CEO in July 2018, and he was elected Chairman in April 2020. Before that, he served as President and Chief Operating Officer of Dow and also previously served as Chief Operating Officer for the Materials Science division of DowDuPont. In his 40 year career with the company, Mr. Fitterling has spent 10 years in Asia, and has held leadership positions with P&L responsibility in many of the company’s operations. A strong advocate for inclusion and diversity, Mr. Fitterling was named # 1 LGBT + Executive in 2018 on the “OUTstanding in Business” list published by Financial Times. Mr. Fitterling serves as the Chair of the Board of Directors of the National Association of Manufacturers, immediate past Chair of the Board of Directors for the American Chemistry Council, Chair of Alliance to End Plastic Waste, and a Trustee of the Committee for Economic Development.

Nominee Qualifications

Mr. Fitterling’s bachelor’s degree in mechanical engineering from the University of Missouri — Columbia, his extensive leadership roles and experiences at Dow, including serving as its Chairman and CEO, his many years of international business experiences, his deep understanding and appreciation of materials science and innovation, and his strong track record of advancing environmental, social and governance goals, qualify him to serve as a director of 3M.

Other current directorships

•Dow Inc.

3M Board committee(s)

•Compensation and Talent (Chair)*

* Effective April 3, 2024, Mr. Fitterling will assume the duties of Lead Independent Director and Ms. Chow will assume the role of Compensation and Talent Committee Chair.


2024 Proxy Statement			27


Corporate governance at 3M

Amy E. Hood 52

Independent

Executive Vice President and Chief Financial Officer,

Microsoft Corporation

Director since

2017

Professional Highlights

Ms. Hood is Executive Vice President and Chief Financial Officer of Microsoft Corporation, a worldwide provider of software, services and solutions, since May 2013. Ms. Hood is responsible for leading Microsoft’s worldwide finance organization, including acquisitions, treasury activities, tax planning, accounting and reporting, and internal audit and investor relations. Prior to this role, Ms. Hood was Chief Financial Officer of Microsoft’s Business Division, responsible for the company’s productivity applications and services including Microsoft Office 365, Office, SharePoint, Exchange, Dynamics ERP and Dynamics CRM. During her time in the Business Division, Ms. Hood helped lead the transition to the company’s Office 365 service, and she was deeply involved in the strategy development and overall execution of the company’s successful acquisitions of Skype and Yammer. Ms. Hood joined Microsoft in 2002 and previously held positions in the Server and Tools Business as well as the corporate finance organization. Prior to 2002, she worked at Goldman Sachs & Co. in various investment banking and capital markets groups roles.

Nominee Qualifications

Ms. Hood’s bachelor’s degree in economics from Duke University and MBA from Harvard University, her extensive leadership roles and experiences at Microsoft Corporation, especially in strategic business development, finance, and digitization, qualify her to serve as a director of 3M.

Other current directorships

•None

3M Board committee(s)

•Compensation and Talent

•Science, Technology & Sustainability


28			3M Company


Corporate governance at 3M

05_424588-1_photo_nominee_ kereere_s.jpg

Suzan Kereere 58

Independent

President of Global Markets, PayPal Holdings, Inc.

Director since

2022

Professional Highlights

Ms. Kereere is the President of Global Markets, PayPal Holdings, Inc., a leading digital payment partner for businesses and consumers around the world, since January 2024. Prior to her current role, Ms. Kereere was the Head of Global Business Solutions, Fiserv, Inc., a global fintech and payments company with solutions for banking, global commerce, merchant acquiring, billing and payments, and point of sale, from 2021 to 2023. Ms. Kereere has held executive leadership roles in global merchant sales and acquiring at VISA, a global payments technology company, from 2016 to 2021 and in merchant services, network business, customer services, business and corporate travel, including serving as head of U.S. National Merchant Business and head of Global Network Business at American Express where she worked from 1988 to 2016. She has led businesses in Europe, Australia, Asia and North America. Ms. Kereere is a former director at Electronic Transactions Association. Ms. Kereere serves as a Board Trustee for Alvin Ailey American Dance Theater and board member at Code for America.

Nominee Qualifications

Ms. Kereere’s bachelor’s degree in Economics from Tufts University and MBA degree from Columbia University Business School, her decades of experience and expertise in leading payments and technology platform business at Fortune 100 companies across global business lines and regional high growth start-ups, her accomplishments in digital transformation, sales optimization, front-line customer engagement and inclusive growth, and her track record of championing for equity in the corporate space and bringing analytics to the race and inclusion discussion, qualify her to serve as a director of 3M.

Other current directorships

•None

3M Board committee(s)

•Audit

•Compensation and Talent


2024 Proxy Statement			29


Corporate governance at 3M

Gregory R. Page 72

Independent

Retired Chairman of the Board and Chief Executive Officer, Cargill

Director since

2016

Professional Highlights

Mr. Page is the Retired Chairman of the Board and Chief Executive Officer, Cargill, an international marketer, processor and distributor of agricultural, food, financial and industrial products and services. Mr. Page was named Corporate Vice President & Sector President, Financial Markets and Red Meat Group of Cargill in 1998, Corporate Executive Vice President, Financial Markets and Red Meat Group in 1999, President and Chief Operating Officer in 2000, and became Chairman of the Board and Chief Executive Officer in 2007. He served as Executive Chairman of the Board of Cargill from December 2013 until his retirement from Cargill in September 2015, and Executive Director of Cargill from September 2015 to September 2016. Mr. Page was a director and past non-executive Chair of the Board of Big Brothers Big Sisters of America until 2022. He is past President and board member of the Northern Star Council of the Boy Scouts of America. Mr. Page is a board member at Alight, a nonprofit company serving primarily refugees and displaced people and Wayne Sanderson Farms, the nation’s third largest poultry producer company that has a complete portfolio of high-quality and affordable poultry brands and products.

Nominee Qualifications

Mr. Page’s bachelor’s degree in economics from the University of North Dakota, his leadership roles and experiences while serving as Chairman of the Board and Chief Executive Officer at Cargill, his expertise and knowledge of financial and audit matters and corporate governance, and his experiences as a director at the public companies listed, qualify him to serve as a director of 3M.

Other current directorships

•Deere & Company

•Eaton Corporation plc (lead director)

•Corteva Agriscience (non-executive chair)

3M Board committee(s)

•Compensation and Talent

•Science, Technology & Sustainability (Chair)


30			3M Company


Corporate governance at 3M

Pedro J. Pizarro 58

Independent

President and Chief Executive Officer and Director
Edison International

Director since

2023

Professional Highlights

Dr. Pizarro is the President and Chief Executive Officer of Edison International, the parent company of Southern California Edison (SCE), one of the nation’s largest electric utilities, since 2016. Edison International is also the parent company of Edison Energy, a portfolio of competitive businesses providing commercial and industrial customers with energy management and procurement services. Prior to that, he served as President of SCE from 2014 to 2016. From 2011 to 2014, Dr. Pizarro served as President of Edison Mission Energy, an indirect subsidiary of Edison International until the sale of its principal assets in 2014. He has held a wide range of other senior executive positions at the Edison International companies since joining in 1999, including Executive Vice President responsible for SCE’s transmission and distribution system, power procurement and generation. Dr. Pizarro previously served as Vice President and Senior Vice President of Power Procurement, and Vice President of Strategy and Business Development. Dr. Pizarro is Chair of the Edison Electric Institute, Co-Chair of the Electricity Subsector Coordinating Council, and a Trustee of the California Institute of Technology. Prior to his work at the Edison International companies, Dr. Pizarro was a senior engagement manager with McKinsey & Company.

Nominee Qualifications

Dr. Pizarro’ bachelor’s degree in chemistry from Harvard University, his Ph.D. in chemistry from the California Institute of Technology, his extensive leadership experiences with Edison International, including as President and Chief Executive Officer, his extensive board service, and his knowledge and experiences with leadership, risk management, technology, safety and operations, workforce management, cybersecurity, regulatory and government affairs, business resiliency, mergers and acquisitions, and strategic planning qualify him to serve as a director of 3M.

Other current directorships

•Edison International

3M Board committee(s)

•Audit

•Nominating and Governance


2024 Proxy Statement			31


Corporate governance at 3M

Michael F. Roman 64

Chairman of the Board and Chief Executive Officer, 3M Company

Director since

2018

Professional Highlights

Mr. Roman is the Chairman of the Board and Chief Executive Officer of 3M Company, since May 2019. Mr. Roman previously served as Chief Executive Officer from July 1, 2018 to May 14, 2019; Chief Operating Officer and Executive Vice President from July 1, 2017 to June 30, 2018 with direct responsibilities for 3M’s five business groups and the Company’s international operations. Mr. Roman previously served as Executive Vice President, Industrial Business Group, of 3M Company from June 2014 to July 2017. Mr. Roman served as the Company’s Senior Vice President, Business Development, from May 2013 to June 2014. Prior to that, he was Vice President and General Manager of Industrial Adhesives and Tapes Division from September 2011 to May 2013. Mr. Roman also has lived in and led 3M businesses around the world, including the United States, Europe, and Asia. On March 8, 2024, in connection with its appointment of a successor to Mr. Roman as Chief Executive Officer, the 3M Board of Directors appointed Mr. Roman to a newly created position, Executive Chairman of the 3M Board of Directors, effective May 1, 2024.

Nominee Qualifications

Mr. Roman’s bachelor’s and master’s degrees in electrical engineering from the University of Minnesota and the University of Southern California, his distinguished 3M career over 35 years with leadership roles across multiple geographies and businesses, his experience in managing 3M’s four business groups and international operations, his knowledge and skills in key areas such as manufacturing, supply chain, technology, finance, and risk management, and his accomplishments in sales growth, operational efficiency and value creation across a wide range of global businesses, qualify him to serve as a director of 3M.

Other current directorships

•Abbott Laboratories

3M Board committee(s)

•None


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Corporate governance at 3M

Thomas W. Sweet 64

Independent

Retired Chief Financial Officer, Dell Technologies

Director since

2023

Professional Highlights

Mr. Sweet is the Retired Chief Financial Officer of Dell Technologies, an enterprise technology giant. As CFO, from 2016 to 2023, Mr. Sweet oversaw all aspects of the company's finance function, including accounting, financial planning and analysis, tax, treasury and investor relations, as well as global business operations, Dell Financial Services and Dell Technologies Capital. He also led corporate strategy, partnering closely with the office of the CEO to develop and execute a long-term growth and value creation strategy for the company. Mr. Sweet joined Dell in 1997 and held various leadership positions before assuming the CFO role, including vice president of corporate finance, controller, head of internal audit, and chief accounting officer. He oversaw external financial reporting in the years before Dell’s historic five-year shift to privatization and served in sales leadership roles in education and in various corporate business units. Mr. Sweet serves on the board of directors of Trimble Inc., an industrial technology company, and the Salvation Army of Central Texas Advisory Board.

Nominee Qualifications

Mr. Sweet bachelor’s degree in business administration from Western Michigan University, being a Certified Public Accountant, his years of leadership roles and experiences as CFO at Dell, his expertise and knowledge of finance and audit matters, and serving as a director on other boards, qualify him to serve as a director of 3M.

Other current directorships

•Trimble Inc.

3M Board committee(s)

•Audit

•Nominating and Governance



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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Corporate governance at 3M

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 a 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 Nominating and Governance Committee’s and the Board’s assessment of Board candidates includes, but is not limited to, consideration of:

•Roles in and contributions valuable to the business community;

•Personal qualities of leadership, character, judgment, and whether the candidate possesses and maintains throughout service on the Board a reputation in the community at large of integrity, trust, respect, competence, and adherence to the highest ethical standards;

•Relevant knowledge and diversity of background and experience in business, manufacturing, technology, finance and accounting, marketing, international business, government, and other areas; and

•Whether the candidate is free of conflicts and has the time required for preparation, participation, and attendance at all meetings.

In addition to these minimum requirements, the Nominating and Governance Committee will also evaluate whether the nominee’s skills are complementary to the existing Board members’ skills and 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.


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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:


12/12	10/12	12/12

Leadership. Significant leadership experience with understanding of complex global organizations, strategy, risk management, and how to drive change and growth.	Technology. As a diversified technology and science-based Company, directors with technology backgrounds understand 3M’s 51 technology platforms and the importance of investing in new technologies for future growth.	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.

5/12	12/12	7/12

Manufacturing. As a vertically integrated Company, manufacturing experience is important to understanding the operations and capital needs of the Company.	Finance. Financial metrics measure our performance. All directors must understand finance and financial reporting processes. All, but one, Audit Committee members qualify as “audit committee financial experts.”	Marketing. Organic growth is one of 3M’s financial metrics and directors with marketing expertise provide important perspectives on developing new markets.

10/12	11/12

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.	Global. Global business experience is critical to 3M’s international growth with over half of sales from outside the U.S. in 2023.


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Corporate governance at 3M

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.



			1			Evaluations by Board Leadership •Chairman/Lead Independent Director/Nominating and Governance (N&G) Committee Chair meet in the fall to evaluate the performance and skills of each director •Information is shared and discussed with the N&G Committee and considered in the nomination process


			2			One-on-One Discussions with N&G Chair •N&G Chair meets individually with each director to discuss: •Effectiveness of Board and committees •Opportunities for improvement •Director’s self-evaluation •Director’s evaluation of other Board members •Other topics selected by director •N&G Chair shares comments and feedback with the Board and N&G Committee


			3			Annual Questionnaires •Each director completes a questionnaire on the functioning of the Board and committees •Results are discussed at subsequent Board and committee meetings


			4			Feedback Incorporated •As a result of this process: •The Board and its committees identify potential areas for improvement, as well as existing practices which have contributed to high effectiveness •Items requiring follow-up are monitored on a going-forward basis by the full Board, committees and/or committee chairs, as applicable •The N&G Committee considers the performance and contributions of each director as part of its annual nomination process to ensure our directors continue to possess the necessary skills and experience to effectively oversee the Company; on occasion, the N&G Committee has decided to not re-nominate a director in part as a result of feedback from this self-assessment

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 2023.


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Director nomination process

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

Identification, evaluation, and selection of nominees

Director nomination process



1	2	3	4	5
Identify and prescreen The N&G Committee Chair and CEO, working with any Board-retained recruiting firm, identify and prescreen individuals who are believed to be qualified to become Board members in accordance with the Board Membership Criteria set forth above, and review potential candidates with the Board.	Committee interview The N&G Committee, as a group, is offered an opportunity to interview potential candidates, and subsequently reviews potential qualified director nominees with the Board.	Board leadership interview The Lead Independent Director and relevant Committee Chairs interview potential candidates, provide feedback to the Board and solicit further feedback from the Board.	Select and recommend The N&G Committee selects nominees that the N&G Committee believes suit the Board’s needs and, following completion of due diligence on any potential candidates, the N&G Committee recommends candidates to the Board.	Determine submissions for election The Board reviews such recommendations and determines submissions for election at the next shareholder meeting of the Company in which directors will be elected or filling any vacancies on the Board.

The N&G 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 N&G Committee may from time to time retain a director search firm to help the N&G Committee identify qualified director nominees for consideration by the N&G Committee. In 2023, the N&G Committee retained Russell Reynolds to help identify future Board candidates.

Shareholder nominations — shareholder recommendations

The N&G 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 N&G 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


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Corporate governance at 3M

For an individual proposed by a shareholder to be considered by the N&G Committee for recommendation as a Board nominee for the 2025 Annual Meeting, the Corporate Secretary must receive the proposal by November 27, 2024. 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 N&G Committee for consideration at a future N&G Committee meeting. Individuals proposed by shareholders in accordance with these procedures will receive the same consideration received by individuals identified to the N&G 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 2025 Annual Meeting, our Bylaws would require, among other things, that the Corporate Secretary receive written notice from the record shareholder no earlier than November 27, 2024, and no later than December 27, 2024. 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 — ESG — Governance Documents. Nominations received after December 27, 2024, will not be acted upon at the 2025 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 to the Company that sets forth the information required by Rule 14a-19 (Universal Proxy) under the Exchange Act, as specified in the Bylaws. Shareholders utilizing universal proxy are also required to follow other requirements contained in 3M’s Bylaws. For the purposes of Securities and Exchange Commission Rule 14a-19 (Universal Proxy), the Board’s role in terms of including a shareholder nominee on the proxy card is to ensure the shareholder nominee is qualified, based on requirements specified by applicable law, the Certificate of Incorporation or the Bylaws, not the nominee’s suitability to serve on the Board. Nominations received after the notice deadline will not be acted upon at the 2025 Annual Meeting.

Shareholder nominations — proxy access

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 2025 Annual Meeting, proxy access nomination notices must be received by the Company no earlier than November 27, 2024, and no later than December 27, 2024. The notice must contain the information required by the Bylaws.


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Corporate governance at 3M

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.

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 — ESG — Governance Documents. 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 Committee 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, Audrey Choi, Anne H. Chow, David B. Dillon, Michael L. Eskew, James R. Fitterling, Amy E. Hood, Suzan Kereere, Gregory R. Page, Pedro J. Pizarro, and Thomas W. Sweet. 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, and William M. Brown is similarly not considered to be independent because of his employment by the Company commencing May 1, 2024.

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 policies, 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, which are published on the Company’s website.


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Corporate governance at 3M

Corporate governance highlights

Board composition and independence

•Diverse board in all aspects

•7 directors will have joined our board within the past 5 years if elected at the meeting, including 3 women and 5 with other diverse traits

•83 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

Board and board committee practices

•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

•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

Board oversight areas

•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


40			3M Company


Corporate governance at 3M

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 Lead Independent Director, director independence, the Board Membership Criteria, Board committees, and Board and management evaluation. The Board’s N&G 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 — ESG — Governance Documents.



Mandatory Retirement Age •The retirement age of a non-employee director is 74. A director elected to the Board prior to their 74th birthday may continue to serve until the annual shareholder meeting coincident with or following their 74th birthday. Absent special circumstances, directors will not be nominated for election after their 74th birthday. Outside Board Policy •Independent directors who also serve as CEOs of publicly-traded companies or in equivalent positions should not serve on more than two boards of public companies in addition to the 3M Board, and other independent directors should not serve on more than four other boards of public companies in addition to the 3M Board. Independent directors must advise the Chairman/CEO before accepting an invitation to serve on another for-profit board. Access to Employees and Outside Advisors •Board members have complete access to all members of 3M management and its employees, as well as outside advisors.

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.


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Corporate governance at 3M

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.

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 our website at www.3M.com, under Investor Relations — ESG — 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 — ESG — 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 — ESG — 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.


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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 N&G 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 N&G Committee for approval or other action. Based on its consideration of all of the relevant facts and circumstances, the N&G 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 N&G Committee considers:

•The nature of the Related Person’s interest in the transaction;

•The material terms of the transaction, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances;

•The significance of the transaction to the Related Person;

•The significance of the transaction to the Company;

•Whether the related person is involved in the negotiation of the terms of the transaction or receives any special benefit as a result of the transaction;

•Whether the transaction would impair the judgment of a director or executive officer to act in the best interest of the Company and its shareholders; and

•Any other matters the Committee deems appropriate.

Any N&G 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 N&G Committee considers the transaction. There were no Related Person Transactions that were referred to the N&G Committee in 2023.

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 N&G 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.


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Corporate governance at 3M

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 supply chain and sustainability matters, the discussions also focused on breakout sessions with the directors on strategic plans and priorities for each of the Company’s 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 or, following the commencement of employment of Mr. Brown, participates in, 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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Corporate governance at 3M



Board of Directors •Oversees the Company’s risk profile and management’s processes for assessing and managing risk •Reviews enterprise risks at least annually •Delegated to Audit Committee the primary responsibility for oversight of risk assessment and risk management activities •Assigned other important risks and certain sustainability elements to designated Board committees as identified below and receive reports from them




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



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			Nominating and Governance •Corporate governance practices •Director nominations and Board and committee composition •Corporate officer appointments •Related person transactions •Shareholder proposals and engagement •Public policy, social responsibility, and political activities



General Auditor •The Senior Vice President and General Auditor, Corporate Auditing (Auditor) is responsible for leading the risk assessment and management process •The Auditor, through consultation with the Company’s senior management, periodically assesses the major risks facing the Company and works with the executives who are responsible for managing specific risks •The Auditor, whose appointment and performance is reviewed and evaluated by the Audit Committee, periodically reviews with the Audit Committee the major risks facing the Company and the steps management has taken to monitor and mitigate those risks •The Auditor’s risk management report, which is provided in advance of the meeting, is reviewed with the entire Board by either the chair of the Audit Committee or the Auditor Management •Provides consultation to the Auditor during the assessment of the major risks facing the Company •Manages and mitigates risks •Reports, as needed, to the full Board on how a particular risk is being managed and mitigated


2024 Proxy Statement			45


Corporate governance at 3M

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. As a result of a thorough and thoughtful succession planning process, on March 8, 2024, the Board appointed Mr. William M. Brown to become 3M’s CEO effective May 1, 2024, succeeding Mr. Michael F. Roman. The Board also granted exceptions to the mandatory retirement age of 65 years for Mr. Roman and Mr. Brown. 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 cybersecurity

The Company has integrated management of material risks from cybersecurity threats into the Company’s overall risk management systems, as overseen by the Board, primarily through the Audit Committee. The Audit Committee oversees, among other things, the adequacy and effectiveness of the Company’s internal controls, including internal controls related to cybersecurity. The Audit Committee is informed of cybersecurity threats pursuant to the escalation criteria as set forth in the Company’s disclosure controls and procedures and receives reports on cybersecurity at least once per quarter from the Company’s Chief Information and Digital Officer (CIDO) or Chief Information Security Officer. The Audit Committee reports to the Board on cybersecurity matters, and the CIDO also provides updates annually or more frequently as appropriate to the Board on cybersecurity matters. Additional information about the Company’s cybersecurity risk management, strategy and governance practices 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, governments, 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 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.

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 10 principles in the areas of human rights, labor, environment, and anti-corruption. We align our Global Impact Report to the Global Reporting Initiative (GRI), the Task Force for Climate-Related Financial Disclosures (TCFD) recommendations for helping businesses disclose climate-related financial information, and the evolving global efforts of reporting frameworks and requirements. 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 pillars: 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 the 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. 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 was 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 83.

Board of Directors

•Receives regular sustainability updates at Board meetings

•Reviews sustainability-related risks as part of 3M’s enterprise risk program

Science, Technology & Sustainability Committee of the Board of Directors

•Provides primary oversight of 3M’s sustainability and stewardship activities, including environmental and product stewardship efforts and legal and regulatory compliance, among others

•Reviews 3M’s sustainability policies and program to identify and analyze significant sustainability, materials vulnerability and geopolitical issues that may impact 3M’s overall business strategy, global business continuity and financial results

Environmental Responsibility and Sustainability Committee

•Provides leadership, oversight, and strategy to encourage and ensure sustainability opportunities are recognized

•Develops and monitors adherence with strong sustainability-related policies and procedures

•Includes 3M’s CEO, President & CFO, EVP R&D & CTO, Group President Enterprise Supply Chain, EVP & Chief Counsel Enterprise Risk Management, EVP & Chief Legal Affairs Officer, SVP & Chief Sustainability Officer, SVP Environmental Stewardship, and SVP Global Chemical Operations

Chief Sustainability Officer

•Leads 3M’s sustainability activities

•Reports to the Environmental Responsibility and Sustainability Committee and other internal and external groups

Sustainability leaders in business groups, geographic areas, and enterprise wide

•Drives Strategic Sustainability Framework priorities and initiatives consistent with the scope of their role

•Leads customer relationships to solve shared global challenges

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, pillars, and progress, please visit www.3M.com/ESG.


2024 Proxy Statement			47


Corporate governance at 3M

Our sustainability pillars




Science for Circular Design solutions that do more with less material, advancing a global circular economy.			A circular economy does more with less, keeps products and materials in use, designs out waste and pollution, and regenerates natural systems. At the core is an opportunity to develop technologies and business models that are restorative and regenerative by design. At 3M, we see a circular economy as an opportunity to inspire leadership, innovation, and disruptive change, all driving impact for a more sustainable future. Goals •Reduce global water usage by the following amounts: 10 percent by 2022, 20 percent by 2025, and 25 percent by 2030, indexed to sales.(1) •For 3M’s global manufacturing operations, help enhance the quality of water returned to the environment from industrial processes by 2030.(2),(3) Our initial focus is on implementing state of-the-art water purification technology at the largest water use locations globally and having them fully operational by the end of 2024. •Engage 100 percent of water-stressed/scarce communities where 3M manufactures on community-wide approaches to water management by 2025. •Drive supply chain sustainability through targeted raw material traceability and supplier performance assurance by 2025. •Reduce manufacturing waste by an additional 10 percent, indexed to sales, by 2025. •Achieve zero landfill status at more than 30 percent of manufacturing sites by 2025. •Require a Sustainability Value Commitment (SVC) for every new product.(4) •Reduce dependence on virgin fossil-based plastic by 125 million pounds by the end of 2025.(5)


Science for Climate Innovate to accelerate global climate solutions and decarbonize industry.			At 3M, we support the global consensus set forth in the 2015 Paris Agreement and we are acting on the 2018 findings of the Special Report on Global Warming of 1.5° C by the Intergovernmental Panel on Climate Change in our goals, operations, and actions. The global climate crisis impacts businesses, our communities, and our families. We recognize the work to be done and are inspired by the opportunity to chart our collective path forward. Goals •Improve energy efficiency, indexed to net sales, by 30 percent by 2025. •Increase renewable energy to 50 percent of total electricity use by 2025 and to 100 percent by 2050. •Reduce scope 1 and 2 market-based GHG emissions by at least 50 percent by 2030, 80 percent by 2040 and achieve carbon neutrality in our operations by 2050.(6) •Help our customers reduce their GHGs by 250 million tons of CO2 equivalent emissions through the use of 3M products by 2025.


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Science for Community Create a more positive world through science and inspire people to join us.			3M understands the crucial role of science in improving lives, protecting health and safety, and helping solve global challenges. We recognize the critical need for well-trained STEM graduates and equitable access to STEM education and careers, which drives us to advance diversity, equity, inclusion, and social justice within our company and community. Together with our partners, we will advance an equitable and sustainable future for all. Goals •Invest cash and products for education, community, and environmental programs by 2025. •Double the pipeline of diverse talent in management globally to build a diverse workforce by 2030.(7) •Provide 300,000 work hours of skills-based volunteerism by 3M employees to improve lives and help solve society’s toughest challenges by the end of 2025.(8) •Provide training to 5 million people globally on worker and patient safety by 2025. •Invest $50 million to address racial opportunity gaps in the U.S. through workforce development and STEM education initiatives by the end of 2025(5) •Double the representation of underrepresented groups from entry-level through management in our U.S. workforce.(9),(10),(11) •Double the representation of underrepresented groups in management positions in our U.S. workforce.(9),(10),(11) •Advance economic equity by creating 5 million unique STEM and skilled trades learning experiences for underrepresented individuals by the end of 2025(12) •Maintain or achieve 100 percent pay equity globally(11)

(1)Expands our previous commitment, which aimed to reduce water use by 10 percent between 2015 and 2025. 2019 is the baseline measurement year.

(2)By improving the weighted average of priority constituents, including select metals, biochemical oxygen demand, chemical oxygen demand, cyanide compounds, fluoride, total nitrogen, oil & grease, fluorochemicals (PFAS), total dissolved solids, total suspended solids, sulfate, and others.

(3)Water used by manufacturing or industrial processes, including all water use not defined as domestic (sanitary, cafeteria, etc.).

(4)For projects passing a “gate” in our new product commercialization process; an SVC describes how the product drives positive impact for our stakeholders in alignment with our Strategic Sustainability Framework.

(5)Established in 2020.

(6)Expands our previous 2025 goal to stay below 50 percent of our 2002 baseline, meaning 3M’s 2030 Scope 1 and 2 emissions will now be reduced by more than 85 percent from 2002 levels. 2019 is the baseline measurement year.

(7)In 2021, 3M updated the goal maturity date to 2030 from 2025.

(8)Goal was initiated in 2019. Skills-based volunteering is primarily delivered through the 3M Impact program.

(9)Underrepresented groups in our 3M U.S. workforce include Black/African American and Hispanic/Latino employees.

(10)2020 is the baseline measurement year.

(11)Established in 2020 to drive trend and trajectory progress over time.

(12)2021 is the baseline measurement year. 3M defines underrepresented individuals in the U.S. using National Science Foundation research. For global definitions, we rely on gender diversity and local context for marginalized populations.


2024 Proxy Statement			49


Corporate governance at 3M

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:

•A combined Chairman of the Board and CEO;

•A strong, independent, and highly experienced Lead Independent Director with well-defined responsibilities that support the Board’s oversight responsibilities;

•A robust committee structure consisting entirely of independent directors with oversight over primary risks; and

•An engaged and independent Board.

The Board believes that this leadership structure provides independent board leadership and engagement while deriving the benefits of having our CEO also currently 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, a tenured CEO is well positioned to chair regular Board meetings as the directors discuss key business and strategic issues. Coupled with the Lead Independent Director, this combined structure has provided independent oversight while avoiding unnecessary confusion regarding the Board’s oversight responsibilities and the day-to-day management of business operations.

As a result of a thorough and thoughtful succession planning process, on March 8, 2024, the Board appointed Mr. William M. Brown as 3M’s CEO, effective May 1, 2024, succeeding Mr. Michael F. Roman, who will become Executive Chairman of the Board effective May 1, 2024. Mr. Roman has served as 3M’s Chairman of the Board since May 2019 and CEO since July 2018. Although the Board believes that combining the roles of CEO and Chairman contributes to an efficient and effective Board, as with past practice during times of transition, the role of CEO and Executive Chairman of the Board will be separated effective upon Mr. Brown becoming 3M’s CEO to facilitate a smooth transition and for Mr. Roman to continue to provide insights from his more than 35 years with 3M.

The Board believes that adopting a rigid policy on whether to separate or combine the positions of Chairman 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 — ESG — Governance Documents. 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.

Mr. Roman’s role as Executive Chairman will include, but not be limited to, the following:

•Prioritizing and focusing on strategy and risk as it relates to Solventum (3M’s Health Care business) spin-off and ongoing litigation;

•Transitioning CEO duties to and supporting Mr. Brown as he works to advance 3M post Solventum spin-off;

•Calling and chairing meetings of the Board and annual shareholder meetings, in partnership with the CEO;

•Assuming primary responsibility for shaping Board agendas, in consultation with the Lead Independent Director and CEO, to ensure Board agendas and information help directors to fulfill their primary responsibilities;

•Coordinating with committee chairs to schedule committee meetings to help ensure committee chairs and committees fulfill their responsibilities as defined by committee charters;

•Communicating with all directors on key issues and concerns outside of Board meetings, with agreement of the CEO;

•Representing 3M to interact with external stakeholders, employees, and government officials, at the discretion of the CEO;

•Interfacing with large customers and may act as an external spokesperson for 3M, with agreement of the CEO;

•Serving as a strategic advisor to the Board and CEO; and

•Serving as a conduit between the CEO and independent directors.


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Corporate governance at 3M

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:

•Independent directors comprise a substantial majority of the Board;

•Directors are elected annually by a majority vote in uncontested director elections;

•Only independent directors serve on the Audit, Compensation and Talent, Nominating and Governance, and Science, Technology & Sustainability Committees;

•The committee chairs establish their respective agendas;

•The Board and committees may retain their own advisors;

•Independent directors have complete access to management and employees;

•Independent directors meet in executive session without the CEO or other employees during each regular Board meeting; and

•The Board and each committee regularly conduct a self-evaluation to determine whether it and its committees function effectively.

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.

Lead independent director

Mr. James R. Fitterling, who has served on 3M’s Board since 2021, including as the Chair of the Compensation and Talent Committee of the Board, will assume the role of 3M’s Lead Independent Director effective April 3, 2024. Mr. Michael L. Eskew, who has served as our Lead Independent Director since 2012, will retire from his service on the 3M Board on May 14, 2024, when his term expires, pursuant to 3M’s mandatory director retirement age policy. We thank Mr. Eskew for his leadership and his many contributions to the Board and to the Company. The responsibilities of Lead Independent Director include, but are not limited to, the following:

•Presides at all meetings of the Board at which the Chairman/Executive Chairman is conflicted or not present, including executive sessions that are comprised of only the independent directors;

•Acts as a key liaison between the Chairman/CEO, or Executive Chairman and/or CEO, and the independent directors;

•Consults with the Chairman/CEO, or, when the roles are separate, Executive Chairman and CEO, on, and approves, meeting agendas for the Board, and approves the meeting schedules to assure that there is sufficient time for preparation and discussion of all agenda items;

•Has the authority to approve the materials to be delivered to the directors in advance of each Board meeting and provides feedback regarding the quality, quantity, and timeliness of those materials (this duty not only gives the Lead Independent Director approval authority with respect to materials to be delivered to the directors in advance of each Board meeting but also provides a feedback mechanism so that the materials may be improved for future meetings);

•Has the authority to call meetings of the independent directors;

•Communicates independent Board member feedback to the Chairman/CEO, or when the roles are separate, Executive Chairman and/or CEO (except that the chair of the Compensation and Talent Committee leads the discussion of the CEO’s performance and communicates the Board’s evaluation of that performance to the CEO);

•If requested by major shareholders, ensures that he is available, when appropriate, for consultation and direct communication; and

•Performs such other duties as requested by the independent directors.


2024 Proxy Statement			51


Corporate governance at 3M

Executive sessions

The agendas for each regularly scheduled Board and committee meeting provide for executive sessions to consider matters the Board or committee deems appropriate without management present. While the role of Chairman and CEO is combined, independent directors meet in executive session, without the Chairman/CEO or other members of management present. While the role of Executive Chairman and CEO is separate, three executive sessions are held at each regularly scheduled Board meeting. One executive session includes only the Executive Chairman, CEO, and independent directors; a second executive session includes only the Executive Chairman and the independent directors without the CEO; and a third executive session includes only independent directors. The Executive Chairman presides over Board executive sessions in which the Executive Chairman is present, and the Lead Independent Director presides over Board executive sessions when the Executive Chairman is not present.

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 2023 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 on our website at www.3M.com, under Investor Relations — ESG — 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

Audrey Choi

Anne H. Chow*

David B. Dillon

Michael L. Eskew

James R. Fitterling*

Amy E. Hood

Suzan Kereere

Gregory R. Page

Pedro J. Pizarro

Thomas W. Sweet


			Committee member						Chair

* Effective April 3, 2024, Mr. Fitterling will assume the duties of Lead Independent Director and Ms. Chow will assume the role of Chair of the Compensation and Talent Committee.


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Corporate governance at 3M

Audit Committee

Meetings in 2023: 9

David B.

Dillon

(chair)

Thomas “Tony”

K. Brown

Michael L.

Eskew*

Suzan

Kereere**

Pedro J.

Pizarro

Thomas W.

Sweet***

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 as a director.

The Board has also determined that David B. Dillon (chair), Michael L. Eskew, Suzan Kereere, Pedro J. Pizarro and Thomas W. Sweet 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


•Reviews the Company’s annual audited and quarterly consolidated financial statements and internal controls over financial reporting; •Reviews the Company’s financial reporting process and internal controls over financial reporting, including any major issues regarding accounting principles and financial statement presentation, and critical accounting policies to be used in the consolidated financial statements; •Reviews and discusses with management and the Independent Accounting Firm the Company’s report on internal controls over financial reporting and the Independent Accounting Firm’s audit of internal controls over financial reporting; •Reviews earnings press releases prior to issuance; •Appoints, oversees, and approves compensation of the Independent Accounting Firm; •Reviews with the Independent Accounting Firm the scope of the annual audit, including fees and staffing, and approves all audit and permissible non-audit services provided by the Independent Accounting Firm; •Reviews findings and recommendations of the Independent Accounting Firm and management’s response to the recommendations of the Independent Accounting Firm; •Discusses policies with respect to risk assessment and risk management, the Company’s major risk exposures, and the steps management has taken to monitor and mitigate such exposures; •Periodically reviews the Company’s capital allocation and capital structure strategies, insurance coverage, funding for pension and other post-retirement benefit plans, and global tax planning; •Periodically reviews the Company’s global Treasury activities, including risks associated with cash investments, counterparties, and use of derivatives and other financial instruments for risk management purposes;			•Periodically reviews and approves the Company’s use of swaps exemption pursuant to Dodd-Frank derivatives clearing policy; •Quarterly obtains reports from senior management, including the Chief Information Officer, regarding information technology networks and systems, including cybersecurity, and the adequacy and effectiveness of the Company’s policies and internal controls regarding information security; •Periodically obtains reports from the Company’s senior internal auditing executive, who has direct reporting obligations to the Committee, on the annual audit plan, scope of work, and the results of internal audits and management’s response thereto; •Periodically obtains reports from the Company’s Chief Compliance Officer, who has direct reporting obligations to the Committee, on compliance with the Company’s Code of Conduct, and at least annually, on the implementation and effectiveness of the Company’s compliance and ethics program; •Reviews with the Company’s Chief Legal Affairs Officer legal matters that may have a material impact on the financial statements and any material reports or inquiries received from regulators or government agencies regarding compliance; and •Establishes procedures for (i) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters and periodically review with the Chief Compliance Officer and the Company’s senior internal auditing executive these procedures and any significant complaints received.


* Until Mr. Eskew’s retirement in May 2024. Effective November 8, 2023. * Effective November 6, 2023.			Financially literate Financial expert


2024 Proxy Statement			53


Corporate governance at 3M

Compensation and Talent Committee

Meetings in 2023: 9

05_424588-1_photo_Tech&sustainability_Anne C..jpg

James R. Fitterling (chair)*

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


•Reviews disclosures in the Company’s Proxy Statement regarding advisory votes on executive compensation and the frequency of such votes; •Approves the adoption, amendment, and termination of incentive compensation and deferred compensation programs for employees of the Company; •Approves the adoption, amendment, or termination of equity compensation programs or, if shareholder approval would be required, recommends such actions to the Board; •Approves, subject to ratification by the independent directors of the Board, employment agreements and severance arrangements for the CEO, as appropriate; •Approves employment agreements and severance arrangements for the senior executives of the Company (other than the CEO), as appropriate; •Oversees the administration of the Company’s stock and long-term incentive compensation programs, and determines the employees who receive awards and the size of their awards under such programs; •Approves the adoption and amendment of Company guidelines covering ownership of Company common stock by executives, and annually reviews compliance with these guidelines;			•Reviews and makes recommendations to the Board of Directors concerning any amendment to a retirement benefit plan that would require Board approval; •Annually reviews a risk assessment of the Company’s compensation policies and practices for its employees; •Periodically reviews and discusses with the Company’s management matters relating to internal pay equity; •Administers the Company’s compensation recoupment / clawback policy; •Reviews shareholder proposals relating to executive compensation matters and makes recommendations to the Board regarding responses; •Periodically reviews and discusses with management matters relating to talent sourcing, diversity, and retention strategies; talent development; internal pay equity; and equal employment opportunities; •Periodically reviews with the Chairman/CEO their assessment of the Company’s senior executives and succession plans relating to their positions; and •Has the authority to retain compensation consultants, counsel, or other advisors as it deems appropriate, including the authority to approve such advisors’ fees and retention terms.

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.

* Effective April 3, 2024, Ms. Chow will assume the role of Chair of the Compensation and Talent Committee.

** Until Mr. Eskew’s retirement in May 2024.


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Nominating and Governance Committee

Meetings in 2023: 5

05_424588-1_photo_Tech&sustainability_Audrey C..jpg

Thomas “Tony” K. Brown (chair)

Audrey Choi*

David B. Dillon

Pedro J. Pizarro

Thomas W. Sweet**

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 reviews and recommends corporate officer succession plans.

Roles and Responsibilities


•Selects and recommends director candidates to the Board of Directors, in light of the Board Membership Criteria adopted by the Board, either to be submitted for election at the Annual Meeting or to fill any vacancies on the Board, including consideration of any shareholder nominees for director (submitted in accordance with the Company’s Bylaws); •Reviews and makes recommendations to the Board of Directors concerning the composition and size of the Board and its committees, the Board Membership Criteria, frequency of meetings, and changes in compensation for non-employee directors; •Reviews the Company’s Corporate Governance Guidelines at least annually, and recommends any proposed changes to the Board for approval; •Develops and recommends to the Board standards to be applied in making determinations on the types of relationships that constitute material relationships between the Company and a director for purposes of determining director independence;			•Reviews and approves any transaction between the Company and any related person, which is required to be disclosed under the rules of the Securities and Exchange Commission; •Develops and recommends to the Board for its approval an annual self-assessment process of the Board and its committees and oversees the process; •Reviews and makes recommendations to the Board with respect to the selection of individuals to occupy corporate officer positions; •Periodically reviews the corporate contribution program (3Mgives) and the contribution activities of the 3M Foundation, which is funded by the Company; and •Periodically reviews the Company’s positions and engagement on important public policy, social responsibility, and corporate governance issues affecting its business, including political contributions by 3M and its Political Action Committee, and shareholder engagement.

* Effective November 8, 2023.

** Effective November 6, 2023.


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Corporate governance at 3M

Science, Technology & Sustainability Committee

Meetings in 2023: 7

05_424588-1_photo_Tech&sustainability_Gregory P..jpg

Gregory R. Page

(chair)

Audrey Choi*

Anne H. Chow

Amy E. Hood

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


•Monitors and reviews the overall strategy, direction, and effectiveness of the Company’s research and development activities; •Reviews management’s strategy and allocation of resources for research and development activities, including product line extensions and new product platforms; •Reviews the Company’s policies and programs on sustainability; environmental and product stewardship; and environmental, health, and safety, including for compliance with all applicable laws and regulations;						•Assists the Board in identifying and analyzing significant emerging science and technology, disruptive innovations, sustainability, materials vulnerability, and geopolitical issues that may impact the Company’s overall business strategy, global business continuity, and financial results; and •Annually reviews the Company’s sustainability report.

* Effective August 9, 2023.

Meeting attendance

During 2023, the Board of Directors held 5 regularly scheduled meetings and 6 special meetings. Overall attendance at Board and committee meetings was 97 percent. During 2023, all of our director nominees who were directors during 2023 attended at least 90 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 10 directors who were members of the Board as of May 2023 and who were nominees for election as directors at last year’s Annual Meeting of Shareholders attended last year’s Annual Meeting of Shareholders.


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Director compensation

Philosophy and process

The N&G 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 N&G Committee and determines the form and amount of director compensation.

In developing its recommendations, the N&G Committee is guided by the following goals:

•Compensation should fairly pay directors for work required in a company of 3M’s size and complexity;

•A significant portion of the total compensation should be paid in common stock (or common stock equivalents) to align directors’ interests with the long-term interests of shareholders; and

•The structure of the compensation should be simple and transparent.

The N&G Committee works with an independent compensation consultant to support its objectives of maintaining a reasonable and appropriate program. For 2023, Frederic W. Cook & Co., Inc. (FW Cook) provided the N&G 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 N&G 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 79.

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

Elements of annual compensation for non-employee directors

Our non-employee directors receive annual compensation, as summarized below, that is intended to approximate the peer-group median mix (cash vs. equity) and provide an overall target total direct compensation that is consistent with 3M’s size and market-capitalization value relative to its peers. To better align the interests of our directors with those of our shareholders, the annual stock retainer is subject to a rigorous hold-until-departure requirement. For more information on the peer group, see “Executive compensation peer group” on page 79.



			In May 2023, based on the recommendation of the N&G Committee after its consideration of a director compensation study prepared by FW Cook, the Board approved a $5,000 increase in the annual fees paid to the chair of the Compensation and Talent Committee and left the other fees unchanged.


Annual Retainer*

Annual Lead Independent Director
and Committee Chair Fees*

Lead Independent Director – $40,000

N&G Committee Chair – $20,000

Other Committee Chair – $25,000

Abbreviations: N&G = Nominating and Governance


2024 Proxy Statement			57


Corporate governance at 3M

* Unless a director elects otherwise (see “Alternative Times and Forms of Payment” below), the annual cash retainer, annual Lead Independent Director fee and annual Committee Chair fee are paid in cash on a quarterly basis, and the annual stock retainer is paid shortly after the Annual Meeting in deferred stock units (DSUs). All such cash fees are prorated based on the number of days of relevant service during the calendar quarter in which the fees are earned, and directors joining the Board after the Annual Meeting receive a prorated annual stock retainer.

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, spin-offs, 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:

•a single lump sum during the month of January in the first or second year following the year in which they leave the Board; or

•in a series of three, five, or ten annual installments beginning during the month of January in the first year after they leave the Board.

2023 director compensation table

The table below shows the amounts earned by our non-employee directors in 2023.


Non-Employee Director	Fees earned or paid in cash ($)(3)	Stock awards ($)(4)	All other compensation ($)(5)	Total ($)
Thomas “Tony” K. Brown(1), (2)	149,780	185,000	604	335,384
Audrey Choi(2)	67,500	138,370	973	206,843
Anne H. Chow(2)	120,375	231,123	2,140	353,638
Pamela J. Craig(1), (2)	53,063	—	25,477	78,540
David B. Dillon(1)	160,000	185,000	7,077	352,077
Michael L. Eskew(1)	175,000	185,000	5,360	365,360
James R. Fitterling(1)	153,093	185,000	289	338,382
Amy E. Hood	135,000	185,000	1,184	321,184
Muhtar Kent(1), (2)	53,063	—	25,477	78,540
Suzan Kereere	135,000	185,000	806	320,806
Dambisa F. Moyo(2)	47,843	—	25,477	73,320
Gregory R. Page(1)