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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3M Company

(Name of Registrant as Specified In Its Charter)

 

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George W. Buckley

Chairman of the Board, President and Chief Executive Officer

3M General Offices

 

3M Center

St. Paul, MN  55144-1000

651 733 1110

 

 

GRAPHIC

 

April 21, 2008

 

Dear Stockholder:

 

I am writing to solicit your support for the Company’s proposed new Long-Term Incentive Plan to be voted on at the Annual Meeting scheduled to take place on May 13, 2008, and to provide some additional information regarding our existing equity compensation plans.  Following is a table with information (as of December 31, 2007) about all of 3M’s existing compensation plans under which shares of 3M common stock are authorized for issuance.  This table also appears in the Company’s most recent Form 10-K filed with the U.S. Securities and Exchange Commission on February 15, 2008.

 

 

Equity Compensation Plans Information (1)

 

Plan Category

 

A
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights

 

B
Weighted-
average
exercise
price of
outstanding
options, warrants
and rights

 

C
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (A)

 

Equity compensation plans approved by security holders

 

 

 

 

 

 

 

MSOP — Options

 

74,613,051

 

$

70.50

 

—

 

MSOP — RSU’s

 

2,001,581

 

—

 

—

 

MSOP — Total

 

76,614,632

 

$

70.50

 

4,408,083

 

GESPP

 

—

 

—

 

8,940,650

 

Non-employee directors

 

—

 

—

 

504,893

 

Subtotal

 

76,614,632

 

$

70.50

 

13,853,626

 

Equity compensation plans not approved by security holders

 

—

 

—

 

—

 

Total

 

76,614,632

 

$

70.50

 

13,853,626

 

(1) The weighted-average exercise price in column B is only applicable to options issued under the MSOP. The number of securities remaining available for future issuance in column C is approved for the MSOP program in total and not individually with respect to MSOP — Options and MSOP — RSU’s.

 

As our 2008 proxy statement explains, the new Long-Term Incentive Plan replaces the Performance Unit Plan and both the Management Stock Ownership Program (MSOP) and the Directors Stock Ownership Program. The purpose of this plan is to help 3M attract, retain and motivate outstanding employees to increase shareholder value by contributing to the long-term success of our Company and to more closely align the financial interests of these employees with those of other shareholders by linking a significant portion of their compensation to the performance of the Company.  Your vote in favor of this proposal #3 is important to the continued success of our Company.

 

 

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We have also learned that the amounts reported in the “Present Value of Accumulated Benefits” column of the Pension Benefits Table in this year’s proxy are the same as the amounts reported in last year’s proxy. The following table includes the current information.

 

2007 Pension Benefits Table

 

Name

 

Plan Name

 

Number
of Years
Credited
Service (#)

 

Present
Value of
Accumulated
Benefits ($)

 

Payments
During
Last
Fiscal
Year ($)

 

George W. Buckley

 

Employee Retirement Income Plan

 

2

 

70,342

 

0

 

 

 

Nonqualified Pension Plan

 

2

 

1,370,990

 

0

 

 

 

Supplemental Retirement Plan

 

2

 

12,148,337

 

0

 

 

 

 

 

 

 

 

 

 

 

Patrick D. Campbell

 

Employee Retirement Income Plan

 

5

 

144,001

 

0

 

 

 

Nonqualified Pension Plan

 

5

 

694,366

 

0

 

 

 

Supplemental Retirement Plan

 

5

 

1,353,187

 

0

 

 

 

 

 

 

 

 

 

 

 

Inge G. Thulin

 

Employee Retirement Income Plan

 

28

 

647,353

 

0

 

 

 

Nonqualified Pension Plan

 

28

 

1,666,057

 

0

 

 

 

 

 

 

 

 

 

 

 

Moe S. Nozari

 

Employee Retirement Income Plan

 

36

 

1,173,188

 

0

 

 

 

Nonqualified Pension Plan

 

36

 

4,512,409

 

0

 

 

 

 

 

 

 

 

 

 

 

Frederick J. Palensky

 

Employee Retirement Income Plan

 

31

 

906,260

 

0

 

 

 

Nonqualified Pension Plan

 

31

 

2,211,686

 

0

 

 

Your vote is important.  If you have not already voted, please follow the enclosed instructions on how to vote your shares. If you have already voted and would like to change your vote, you can revoke your proxy by voting again by following the enclosed instructions. The Notice of Annal Meeting, Proxy Statement and the 2007 Annual Report are available at www.proxyvote.com. Enter the 12- digit control number located on the enclosed Notice or proxy card and click on the meeting materials located under “View 2008 Shareholder material.”

 

Thank you for your ongoing support of 3M.

 

Sincerely,

 

 

George W. Buckley

 

 

 

ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS

 

If you would like to reduce the costs incurred by 3M Company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the enclosed instructions to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years.

 

 

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