Current Report Filing (8-k)
February 08 2023 - 08:34AM
Edgar (US Regulatory)
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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):
February 7, 2023
3M COMPANY
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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File No. 1-3285
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41-0417775
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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3M Center, St. Paul, Minnesota
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55144-1000
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(Address of Principal Executive Offices)
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(Zip Code)
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(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):
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, Par Value $.01 Per Share
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MMM
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New York Stock Exchange
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MMM
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Chicago Stock Exchange, Inc.
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0.950% Notes due 2023
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MMM23
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New York Stock Exchange
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1.500% Notes due 2026
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MMM26
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New York Stock Exchange
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1.750% Notes due 2030
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MMM30
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New York Stock Exchange
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1.500% Notes due 2031
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MMM31
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New York Stock Exchange
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Note: The common stock of the Registrant is also traded on the SIX
Swiss Exchange.
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 February 7, 2023, the Board of Directors of 3M Company (the
“Company”) elected Anne Chow and Pedro Pizarro to the Company’s
Board of Directors, effective February 9, 2023. Ms. Chow is the
retired Chief Executive Officer of AT&T Business. Mr. Pizarro
is the President and Chief Executive Officer of Edison
International. In connection with their election, the Board of
Directors increased its size from 11 to 13 directors, and Ms. Chow
and Mr. Pizarro joined the Board of Directors to fill the resulting
vacancy.
The Board of Directors has determined that each of Ms. Chow and Mr.
Pizarro 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 — Corporate Governance).
Ms. Chow and Mr. Pizarro 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 10, 2022 (filed with the Securities and
Exchange Commission on March 23, 2022).
The Board has appointed Ms. Chow to the Compensation and Talent
Committee, and the Science, Technology & Sustainability
Committee of the Board, and Mr. Pizarro to the Audit Committee of
the Board, in each case effective February 9, 2023. The Board of
Directors has determined that Ms. Chow qualifies as a “non-employee
director” under the Securities and Exchange Commission (“SEC”)
rules. The Board has also determined that Mr. Pizarro 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 SEC regulations.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit Number |
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Description |
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99.1 |
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104 |
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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.
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3M COMPANY
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By:
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/s/ Michael M. Dai
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Michael M. Dai
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Vice President, Associate General Counsel &
Secretary
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Dated: February 8, 2023
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