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 10, 2016

 

 

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 (see General Instruction A.2. below):

 

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 5.07 Submission of Matters to a Vote of Security Holders

 

At the 2016 Annual Meeting of Stockholders of the Company held on May 10, 2016, the votes cast with respect to each item of business properly presented at the meeting are as follows:

 

Proposal No. 1 — The stockholders elected each of the twelve 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

1a.  Sondra L. Barbour

416,889,402

2,724,345

1,413,391

102,361,847

1b. Thomas “Tony” K. Brown

416,460,881

3,086,993

1,479,264

102,361,847

1c.  Vance D. Coffman

410,682,055

8,745,244

1,599,839

102,361,847

1d. David B. Dillon

416,746,982

2,634,813

1,645,343

102,361,847

1e.  Michael L. Eskew

410,834,315

8,566,100

1,626,723

102,361,847

1f.  Herbert L. Henkel

415,929,542

3,450,728

1,646,868

102,361,847

1g. Muhtar Kent

415,915,220

3,455,213

1,656,705

102,361,847

1h.  Edward M. Liddy

407,467,619

11,957,902

1,601,617

102,361,847

1i.   Gregory R. Page

416,763,617

2,591,639

1,671,882

102,361,847

1j.   Inge G. Thulin

403,683,163

14,106,595

3,237,380

102,361,847

1k.  Robert J. Ulrich

414,075,068

5,342,617

1,609,453

102,361,847

1l.   Patricia A. Woertz

415,459,775

4,034,786

1,532,577

102,361,847

 

 

 

 

Proposal No. 2 — The stockholders ratified the appointment of PricewaterhouseCoopers LLP as 3M’s independent registered public accounting firm for 2016.

 

FOR

AGAINST

ABSTAIN

BROKER NON-
VOTE

514,761,913

7,085,757

1,541,315

N/A

 

 

 

Proposal No. 3 — The stockholders gave an advisory approval of the compensation of the Company’s Named Executive Officers as described in the Company’s 2016 Proxy Statement.

 

 

FOR

AGAINST

ABSTAIN

BROKER NON-
VOTE

398,241,525

18,742,659

4,042,954

102,361,847

 

 

3


 


 

Proposal No. 4 — The stockholders approved the Company’s 2016 Long-Term Incentive Plan.

 

FOR

AGAINST

ABSTAIN

BROKER NON-
VOTE

369,345,179

48,188,105

3,493,854

102,361,847

 

 

 

Proposal No.5 — The stockholders did not approve the stockholder proposal on special meetings.*

 

FOR

AGAINST

ABSTAIN

BROKER NON-VOTE

183,475,126

232,441,583

5,110,429

102,361,847

 

 Proposal No.6 — The stockholders did not approve the stockholder proposal on share repurchase program and executive compensation.*

 

FOR

AGAINST

ABSTAIN

BROKER NON-
VOTE

24,123,547

391,073,158

5,830,433

102,361,847

 

 

 

*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.

 

 

 

 

 

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 hereunto duly authorized.

 

 

 

 

3M COMPANY

 

 

 

By: /s/ Gregg M. Larson

 

 

Gregg M. Larson,

 

Deputy General Counsel and Secretary

 

Dated: May 11, 2016