3M Co 8-K, filed May 13, 2021
3M Co (MMM)
About this 8-K
3M Co filed this 8-K on May 13, 2021, reporting on events of May 11, 2021.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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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):
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Securities registered pursuant to Section 12(b) of the Act:
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Note: The common stock of the Registrant is also traded on the SWX Swiss Exchange.
Securities registered pursuant to section 12(g) of the Act: None
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).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the exchange Act. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders
At the 2021 Annual Meeting of Shareholders of the Company held on May 11, 2021, the votes cast with respect to each item of business properly presented at the meeting are as follows:
Proposal No. 1 — The shareholders 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. Thomas “Tony” K. Brown | 378,967,376 | 3,314,116 | 1,127,604 | 90,348,791 | ||||||||||||
| 1b. Pamela J. Craig | 380,029,467 | 2,183,882 | 1,195,747 | 90,348,791 | ||||||||||||
| 1c. David B. Dillon | 378,213,673 | 4,039,707 | 1,155,716 | 90,348,791 | ||||||||||||
| 1d. Michael L. Eskew | 346,669,832 | 35,600,144 | 1,139,120 | 90,348,791 | ||||||||||||
| 1e. James R. Fitterling | 379,398,824 | 2,868,668 | 1,141,604 | 90,348,791 | ||||||||||||
| 1f. Herbert L. Henkel | 367,821,268 | 14,458,427 | 1,129,401 | 90,348,791 | ||||||||||||
| 1g. Amy E. Hood | 378,956,682 | 3,456,788 | 995,626 | 90,348,791 | ||||||||||||
| 1h. Muhtar Kent | 375,975,833 | 5,893,982 | 1,539,281 | 90,348,791 | ||||||||||||
| 1i. Dambisa F. Moyo | 378,527,907 | 3,600,471 | 1,280,718 | 90,348,791 | ||||||||||||
| 1j. Gregory R. Page | 353,403,883 | 28,858,609 | 1,146,604 | 90,348,791 | ||||||||||||
| 1k. Michael F. Roman | 361,311,688 | 20,238,117 | 1,859,291 | 90,348,791 | ||||||||||||
| 1l. Patricia A. Woertz | 378,965,547 | 3,446,631 | 996,918 | 90,348,791 | ||||||||||||
Proposal No. 2 — The shareholders ratified the appointment of PricewaterhouseCoopers LLP as 3M’s independent registered public accounting firm for 2021.
| FOR | AGAINST | ABSTAIN | BROKER NON- VOTE | |||
| 443,154,312 | 29,449,306 | 1,154,269 | N/A |
Proposal No. 3 — The shareholders gave an advisory approval of the compensation of the Company’s Named Executive Officers as described in the Company’s 2021 Proxy Statement.
| FOR | AGAINST | ABSTAIN | BROKER NON- VOTE | |||
| 346,199,089 | 34,231,927 | 2,978,080 | 90,348,791 |
Proposal No. 4 — The shareholders approved the amendement and restatement of the Company’s 2016 Long-Term Incentive Plan.
| FOR | AGAINST | ABSTAIN | BROKER NON- VOTE | |||
| 339,514,847 | 41,400,244 | 2,494,005 | 90,348,791 |
Proposal No.5 — The shareholders did not approve the shareholder proposal on setting target amounts for CEO compensation.*
| FOR | AGAINST | ABSTAIN | BROKER NON- VOTE | |||
| 41,238,342 | 335,035,247 | 7,135,507 | 90,348,791 |
Proposal No.6 — The shareholders did not approve the shareholder proposal on transitioning the Company to a public benefit corporation.*
| FOR | AGAINST | ABSTAIN | BROKER NON- VOTE | |||
| 12,650,415 | 364,679,011 | 6,079,670 | 90,348,791 |
*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 shareholder 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 shareholder 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/ Ivan K. Fong | ||
| Ivan K. Fong, | |||
| Executive Vice President, Chief Legal and Policy Officer & Secretary | |||
| Dated: May 13, 2021 | |||