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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
(Commission File Number)
41-0417775
(IRS Employer Identification No.)
3M Center, St. Paul, Minnesota
(Address of Principal Executive Offices)
55144-1000
(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
102,361,847
369,345,179
48,188,105
3,493,854
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
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