3M Co 8-K, filed Nov 7, 2023
3M Co (MMM)
8-K
2023-11-07
For: 2023-11-06
View Original
Added on
April 07, 2026
About this 8-K
3M Co filed this 8-K on November 7, 2023, reporting on events of November 6, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): November 6, 2023
(Exact Name of Registrant as Specified in Its Charter)
File No. 1-3285 | ||||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
3M Center, St. Paul, Minnesota | ||||||||||||||
(Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
(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):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Note: The common stock of the Registrant is also traded on the SIX 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).
Emerging growth company ☐
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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On November 6, 2023, the Board of Directors of 3M Company (the “Company”) elected Thomas Sweet to the Company’s Board of Directors, effective November 6, 2023. Mr. Sweet is the retired Chief Financial Officer of Dell Technologies. In connection with his election, the Board of Directors increased its size from 11 to 12 directors, and Mr. Sweet joined the Board of Directors to fill the resulting vacancy.
The Board of Directors has determined that Mr. Sweet is an independent director under the New York Stock Exchange (“NYSE”) listing standards and the Company’s director independence guidelines, as set forth in its Corporate Governance Guidelines (available on 3M’s website at www.3M.com, under Investor Relations — ESG – Corporate Governance).
Mr. Sweet will participate in the compensation program for non-employee directors as described on pages 47-50 of the Company’s Proxy Statement for its Annual Meeting of Stockholders held on May 9, 2023 (filed with the Securities and Exchange Commission on March 22, 2023).
The Board has appointed Mr. Sweet to the Audit Committee and the Nominating and Governance Committee of the Board, effective November 6, 2023. The Board has determined that Mr. Sweet is “financially literate” and has “accounting or related financial management expertise” under the NYSE listing standards and is an “audit committee financial expert” as that term is defined by applicable Securities and Exchange Commission regulations.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). | |||||||
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/ Michael M. Dai | |||||||
Michael M. Dai | ||||||||
Vice President, Associate General Counsel & Secretary | ||||||||
Dated: November 7, 2023
Exhibit 99.1
Tom Sweet elected to 3M Board of Directors
ST. PAUL, Minn., November 7, 2023 /PRNewswire/ -- 3M (NYSE: MMM) announced today that Tom Sweet, retired Chief Financial Officer (CFO), Dell Technologies, has been elected to 3M's Board of Directors, effective November 6, 2023. In connection with Mr. Sweet’s election, the Board of Directors increased its size from 11 to 12 members.
Mr. Sweet served as CFO of Dell Technologies from 2014-2023, retiring after 26 years of leadership at the leading enterprise technology company. As CFO, he oversaw all aspects of the company’s finance function, including accounting, financial planning and analysis, tax, treasury and investor relations, as well as global operations, Dell Financial Services, and Dell Technologies Capital. He also led corporate strategy, partnering closely with the office of the CEO to develop and execute a long-term growth and value creation strategy for the company.
Mr. Sweet joined Dell in 1997 and held various leadership positions before assuming the CFO role, including vice president of corporate finance, controller, head of internal audit, and chief accounting officer. He oversaw external financial reporting in the years before Dell’s historic five-year shift to privatization and served in sales leadership roles in education and in various corporate business units.
Prior to Dell Technologies, Tom was vice president of accounting and finance for Telos Corporation and spent 13 years with Price Waterhouse providing audit and accounting services to the technology industry.
Tom received a bachelor’s degree in business administration from Western Michigan University and is a Certified Public Accountant. He serves on the board of directors of Trimble, an industrial technology company, and on the Salvation Army of Central Texas Advisory Board.
“We are very pleased to welcome Tom to 3M’s board as a proven leader who has helped create value through strategic planning and operational execution throughout his career,” said chairman and CEO Mike Roman. “Tom’s deep financial expertise and leadership experience in business strategy will be invaluable to our board, and our customers, shareholders, and others who depend on 3M’s global manufacturing leadership.”
About 3M
3M (NYSE: MMM) believes science helps create a brighter world for everyone. By unlocking the power of people, ideas, and science to reimagine what's possible, our global team uniquely addresses the opportunities and challenges of our customers, communities, and planet. Learn how we're working to improve lives and make what's next at 3M.com/news or on Twitter at @3M or @3MNews.
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