UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 9, 2017

 

 

3M Company

(Exact name of registrant as specified in its Charter)

 

 

 

 

Registrant’s telephone number, including area code:  (651) 733-1110

 

Not Applicable
(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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company  o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

At the 2017 Annual Meeting of Stockholders of 3M Company held on May 9, 2017, 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 eleven 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		401,666,568		2,455,802		1,436,816		102,548,437
1b. Thomas “Tony” K. Brown		401,346,349		2,613,857		1,598,980		102,548,437
1c. Vance D. Coffman		394,815,507		9,232,888		1,510,791		102,548,437
1d. David B. Dillon		401,421,894		2,603,512		1,533,780		102,548,437
1e. Michael L. Eskew		392,057,304		11,952,877		1,549,005		102,548,437
1f. Herbert L. Henkel		397,436,634		6,596,671		1,525,881		102,548,437
1g. Muhtar Kent		399,631,465		4,381,290		1,546,431		102,548,437
1h. Edward M. Liddy		388,207,779		15,799,560		1,551,847		102,548,437
1i. Gregory R. Page		401,935,090		2,093,750		1,530,346		102,548,437
1j. Inge G. Thulin		387,771,804		15,003,505		2,783,877		102,548,437
1k. Patricia A. Woertz		401,158,092		3,001,956		1,399,138		102,548,437

 

Proposal No. 2 — The stockholders ratified the appointment of PricewaterhouseCoopers LLP as 3M’s independent registered public accounting firm for 2017.

 

 

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 2017 Proxy Statement.

 

 

Proposal No. 4 —  The stockholders cast non-binding votes on the frequency (whether annual, biennial or triennial) with which the Company should offer stockholders the opportunity to cast future advisory votes on the compensation of its named executive officers.  A plurality of stockholders favored an annual advisory vote on the Company’s executive compensation. Based on the Board of Directors’ recommendation in the Proxy Statement and the voting results, the Company has determined to hold an advisory vote on executive compensation annually.

 

1 Year		2 Years		3 Years		ABSTAIN		BROKER NON- VOTE
362,585,212		2,449,674		38,704,926		1,819,374		102,548,437

 

 

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Proposal No.5 — The stockholders did not approve the stockholder proposal on implementation of Holy Land Principles.*

 

 

*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 10, 2017

 

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