UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): May 11, 2010

 

3M COMPANY

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

File No. 1-3285

 

41-0417775

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

3M Center, St. Paul, Minnesota

 

55144-1000

(Address of Principal Executive Offices)

 

(Zip Code)

 

(651) 733-1110

(Registrant’s Telephone Number, Including Area Code)

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(e) Compensatory Arrangements of Certain Officers

 

At the Annual Meeting of Stockholders held on May 11, 2010, the stockholders of 3M Company (the “Company”) approved the amended 2008 Long-Term Incentive Plan (the “2008 Plan”) and the expanded performance criteria available under the 2008 Plan.

 

The 2008 Plan was originally adopted by the Board of Directors in February 2008 and approved by the Company’s stockholders at their annual meeting held on May 13, 2008. As part of that approval, the Company’s stockholders authorized the issuance or delivery of 35,000,000 shares of 3M common stock pursuant to awards granted under the 2008 Plan.

 

At their meetings in February 2010, the Compensation Committee recommended and the Board of Directors of the Company approved, subject to stockholder approval at the Annual Meeting, an amendment to the 2008 Plan that would make the following changes:

 

•                 Increase the number of shares authorized for issuance or delivery pursuant to awards granted under the 2008 Plan by 29,000,000 shares;

 

•                 Revise the rate at which full value awards (primarily restricted stock and restricted stock units) are counted for purposes of the 2008 Plan’s authorized share limit;

 

•                 Increase the available performance criteria for measuring the performance of the Company in connection with awards of Performance Units or Performance Shares to the Company’s employees; and

 

•                 Prohibit the repricing of outstanding stock options or stock appreciation rights granted under the 2008 Plan to reduce the exercise or grant price of such awards, or other transactions with a similar effect, without the prior approval of the Company’s stockholders.

 

The amended 2008 Plan and the expanded performance criteria available under the 2008 Plan became effective as of May 11, 2010. The above description is qualified in its entirety by reference to the actual plan document, which is filed as Exhibit 10.1 to this Form 8-K and is hereby incorporated by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

The 2010 Annual Meeting of Stockholders of the Company was held on May 11, 2010. The votes cast with respect to each item of business properly presented at the meeting are as follows:

 

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•. The stockholders elected each of the ten nominees to the Board of Directors for a one-year term by the vote of the majority of votes cast, in accordance with 3M’s Bylaws.

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Vote

Linda G. Alvarado

 

473,008,456

 

8,269,936

 

1,604,463

 

102,866,065

George W. Buckley

 

459,508,821

 

21,751,123

 

1,622,911

 

102,866,065

Vance D. Coffman

 

471,949,828

 

9,240,261

 

1,692,766

 

102,866,065

Michael L. Eskew

 

476,600,334

 

4,602,579

 

1,679,942

 

102,866,065

W. James Farrell

 

474,783,240

 

6,441,001

 

1,658,614

 

102,866,065

Herbert L. Henkel

 

474,292,581

 

6,910,264

 

1,680,010

 

102,866,065

Edward W. Liddy

 

474,041,231

 

7,183,473

 

1,658,151

 

102,866,065

Robert S. Morrison

 

474,325,399

 

7,095,708

 

1,461,748

 

102,866,065

Aulana L. Peters

 

440,981,525

 

40,263,250

 

1,638,080

 

102,866,065

Robert J. Ulrich

 

474,260,173

 

7,092,206

 

1,530,476

 

102,866,065

 

• The stockholders ratified the appointment of PricewaterhouseCoopers LLP as 3M’s independent registered public accounting firm.

 

For

 

576,535,132

 

Against

 

7,581,288

 

Abstain

 

1,632,500

 

Broker Non-Vote

 

N/A

 

 

• The stockholders approved the amended 2008 Long-Term Incentive Plan and the expanded performance criteria available under the 2008 Long-Term Incentive Plan.

 

For

 

396,105,783

 

Against

 

83,564,058

 

Abstain

 

3,213,014

 

Broker Non-Vote

 

102,866,065

 

 

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• The stockholders did not approve the stockholder proposal on special meetings.*

 

For

 

220,946,993

 

45.76

%

Against

 

257,709,824

 

53.37

%

Abstain

 

4,226,038

 

 

 

Broker Non-Vote

 

102,866,065

 

 

 

 

*Under the General Corporation Law of the State of Delaware, the affirmative “FOR” vote of a majority of those shares present in person or represented by proxy at the meeting and entitled to vote on the matter is required to approve the stockholder proposal. In tabulating the voting result, abstentions and, if applicable, broker non-votes are not counted as votes “FOR” or “AGAINST” the proposal. An abstention will, however, be counted as entitled to vote on a proposal and will, therefore, have the effect of a vote “AGAINST.”  Applying this standard, the percentage in favor of the stockholder proposal is calculated by dividing the number of FOR votes by the sum of the number of FOR, AGAINST and ABSTAIN votes.

 

Item 9.01.  Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit Number

 

Description

 

 

 

10.1

 

3M 2008 Long-Term Incentive Plan (including amendments through February 2010)

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

3M COMPANY

 

 

 

 

 

By:

 

/s/ Gregg M. Larson

 

 

 

Gregg M. Larson,

 

 

 

Deputy General Counsel and Secretary

 

 

 

 

Dated: May 12, 2010

 

 

 

 

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EXHIBIT INDEX

 

Exhibit Number

 

Description

 

 

 

10.1

 

3M 2008 Long-Term Incentive Plan (including amendments through February 2010)

 

5