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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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3M Company

(Name of Registrant as Specified In Its Charter)
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March 22, 2023

Dear Shareholder:

On behalf of the Board of Directors and our senior management team, we are pleased to invite you to attend 3M’s Annual Meeting of Shareholders on Tuesday, May 9, 2023, at 8:30 a.m., Central Daylight Time at www.virtualshareholdermeeting.com/MMM2023. To leverage technology to enable shareholder participation from any location, the 2023 Annual Meeting will be held exclusively online.

2022 was an important year for 3M. The company focused on delivering for customers and shareholders in a slowing macroeconomic environment, while taking actions to position 3M for the future. As we managed through external challenges — from supply chain disruptions, to COVID-related lockdowns, to softening in key end markets — we applied 3M science to solve customer needs, and introduce new innovations across our market-leading businesses. We drove strong pricing, proactively managed costs, strengthened our balance sheet and reduced total debt by $1.4 billion — while returning $4.8 billion to shareholders through dividends and share repurchases.

At the same time, we continued to build 3M for long-term success. We managed our portfolio — including the divestiture of our Food Safety business, planned spin-off of our Health Care business, and commitment to exit per- and polyfluoroalkyl (PFAS) manufacturing by the end of 2025 — while advancing strategies to resolve legal matters. We invested in growth and productivity, and followed through on sustainability commitments. We supported employees with new flexible work arrangements and factory investments, and advanced diversity, equity, and inclusion with new initiatives from each of our businesses.

We are building a stronger company. Looking forward, our focus remains on executing our strategic priorities and delivering the best performance for our customers, shareholders, and all stakeholders in 2023.

We sincerely hope you will join us at our virtual Annual Meeting. You will have a chance at the meeting to vote on the matters set forth in the accompanying Notice of Annual Meeting and Proxy Statement. There will also be time for your questions and comments. Shareholders who wish to submit questions in advance of the meeting may do so by using their 16-digit control number to access www.proxyvote.com.

For information on how to attend the meeting, please read “Participating in the virtual Annual Meeting” on page 110 of the accompanying Proxy Statement.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. You may vote your proxy on the Internet, by telephone, or if this Proxy Statement was mailed to you, by completing and mailing the enclosed traditional proxy card. Please review the instructions on the proxy card or the electronic proxy material delivery notice regarding each of these voting options.

Thank you for your ongoing support of 3M.

Sincerely,

Michael F. Roman Chairman of the Board and Chief Executive Officer

Michael L. Eskew Lead Independent Director

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Special Note About Forward-Looking Statements

This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve risks and uncertainties that could cause results to differ materially from those projected. Please refer to the section entitled “Risk Factors” in our Forms 10-K and 10-Q. The information contained herein is as of the date of this proxy statement. We assume no obligation to update any forward-looking statements contained herein as a result of new information or future events or developments, except as required by law.

No Incorporation By Reference

This proxy statement includes website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.

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Proposal 1		Elect the 10 Directors Identified in this Proxy Statement    (page 18)
“FOR” each nominee to the Board		●  Elect the 10 directors identified in this Proxy Statement, each for a term of one year. ●  Our nominees are distinguished leaders who bring a mix of skills and qualifications to the Board and can represent the interests of all shareholders. ●  As proven leaders, our nominees are well-positioned to guide 3M’s strategic directions. ●  Our recent Board refreshment brings new skills and experience to the Board and enhances its oversight of various areas important to the Company.

Diversity of skills, experience and perspective

The Nominating and Governance Committee identifies, reviews, and recommends nominees to the Board for approval. The Committee seeks individuals with distinguished records of leadership and success and who will make substantial contributions to Board operations and effectively represent the interests of all shareholders. The Committee considers a wide range of factors and experiences, including ensuring an experienced, qualified Board with expertise in the following key areas most relevant to 3M. The numbers indicated in the diagram below represent the number of director nominees who the Committee believes possess each of the skills and experiences.

	Leadership. Significant leadership experience with   understanding of complex global organizations, strategy, risk management, and how to drive change and growth.			Finance. Financial metrics measures our performance. All directors must understand finance and financial reporting processes. All, but one, Audit Committee members qualify as “audit committee financial experts.”
	Manufacturing. As a vertically integrated Company, manufacturing experience is important to understanding the operations and capital needs of the Company.			Global. Global business experience is critical to 3M’s international growth with 60 percent of sales from outside the U.S. in 2022.
	Supply Chain. Directors with expertise in the management of the upstream and downstream relationships with suppliers and customers provide important perspectives on achieving efficient operations.			Risk Management. Directors with experience in risk management and oversight, including environmental, social, and cybersecurity, play an important role in the Board’s oversight of risks.
	Technology. As a diversified technology, science-based Company, directors with technology backgrounds understand 3M’s 51 technology platforms and the importance of investing in new technologies for future growth.			Marketing. Organic growth is one of 3M’s financial metrics and directors with marketing expertise provide important perspectives on developing new markets.

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Corporate governance dashboard

Director nominees, board diversity of skills and experience

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The Qualifications and Attributes, and Demographic Background information below reflect the 10 Director Nominees for this Annual Meeting.

Qualifications and Attributes		Brown	Chow	Dillon	Eskew	Fitterling	Hood	Kereere	Page	Pizarro	Roman
	Leadership	■	■	■	■	■	■	■	■	■	■
	Manufacturing	■			■	■			■		■
	Supply Chain	■	■	■	■	■		■	■	■	■
	Technology		■	■	■	■	■	■		■	■
	Finance	■	■	■	■	■	■	■	■	■	■
	Global	■	■		■	■	■	■	■	■	■
	Risk Management	■	■	■	■	■	■	■	■	■	■
	Marketing		■	■	■	■	■	■	■
Demographic Background
Tenure (Years)		10	<1	8	20	2	6	1	7	<1	5
Age (Years)		67	56	71	73	61	51	57	71	57	63
Gender (Male/Female)		M	F	M	M	M	F	F	M	M	M
Race/Ethnicity
African American/Black		■						■
Asian			■
Hispanic										■
Caucasian/White				■	■	■	■		■		■

Corporate governance highlights

Our Board’s Best Practices
Annual director elections   Diverse board in all aspects   Effective lead independent director   Regular board refreshment with balanced mix of tenure   Regular shareholder engagement			Committed to sustainability and social responsibility   Extensive oversight of environmental, social and enterprise risk management   Annual board, committee and individual director self-evaluation   Annual “say-on-pay” shareholder vote			Strong alignment between company performance and executive compensation   Comprehensive clawback policy   Annual compensation risk assessment   Robust stock ownership guidelines for executive officers and directors

Board refreshment

We regularly add directors to infuse new ideas and fresh perspectives into the boardroom. Four out of the nine independent director nominees standing for this year’s election have joined our board within the past five years, and all four have diverse traits, such as gender, racial, or ethnic diversity. In recruiting directors, we focus on how the experience and skill set of each individual complements those of their fellow directors to create a balanced board with diverse viewpoints and backgrounds, deep expertise, and strong leadership experience.

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Shareholder outreach and engagement

Shareholder engagement is fundamental to our commitment to good governance and essential to maintaining our strong corporate governance practices. We engage regularly with our global investors to share updates on our strategic, financial, and operating performance and to understand valuable shareholder perspectives on governance and sustainability issues about which they care most. We aim to seek a collaborative and mutually beneficial approach to issues of importance to investors that affect our business. Shareholder feedback is shared with the appropriate Board committees or the full Board to ensure our governance policies reflect priorities that are important to our shareholders.

Participants			Topics Discussed			Feedback
During 2022, members of senior management met with a cross-section of shareholders owning approximately: or 22% of our outstanding shares 33% of our institutional shareholders Two of our directors — our Lead Independent Director and Chairman of the Board — participated in our 2022 engagement.			Board / Corporate Governance ●  Process related to health care business spin-off ●  Board composition, including refreshment, skills matrix, and diversity ●  Director orientation, education, and evaluation ●  Risk oversight (sustainability and litigation/regulatory) ●  Executive compensation ●  Board interactions with management and broader organization Operations / Supply Chain ●  Current challenges, strategy, and business model evolution Environmental / Social / Sustainability ●  Carbon/water stewardship goals, plastics reduction, investments, and pathway to achieve goals Litigation ●  PFAS and other litigation management ●  Impact on culture			Investors provided valuable comments and perspectives on the Company’s governance practices, including the process related to the Company’s planned spin-off of its health care business; the Board’s overall diversity; director refreshment (including director skills matrix); risk oversight; litigation management; and the Company’s actions in managing supply chain challenges and environmental stewardship, social justice, and sustainability matters, including investments, progress towards goals, and the addition of an environmental, social, and governance (ESG) modifier to the Company’s executive compensation program. The feedback from these meetings was shared with the Board of Directors and helped inform the Board on corporate governance practices and trends.

3M’s sustainability highlights

At 3M, we are people committed to helping other people. We seek to observe, understand, and solve. Every day we help tackle problems, big and small, in pursuit of our promise to improve lives. Our goals and sustainability metrics reflect a heightened commitment to thinking holistically about how our operations and products can unlock the power of people, ideas, and science to reimagine what’s possible, inspiring progress to transform aspirations into action and delivering on our promises across science, society, and sustainability.

In 2022, we continued to follow through on our sustainability goals, including our $1 billion commitment to achieve carbon neutrality, reduce water use, improve water quality, and reduce our use of plastics. Since announcing our carbon neutrality goal, we’ve seen an additional 37.8 percent reduction of Scope 1 and 2 emissions building from a 78.8 percent reduction over the last two decades while more than doubling our revenue. We are also ahead of schedule installing state-of-the-art filtration technologies around the world, and we now have capabilities running at all three of our largest water-using sites in the United States, and in Zwijndrecht. Since 2021, we achieved a 54.2 million pound reduction in the

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use of virgin fossil-based plastic in our packaging and products toward our goal of 125 million pounds by 2025. We’ve incorporated recycled and bio-based materials and reduced plastic use in products and packaging such as tapes and dispensers, sponges, packaging, workspace solutions, insulation, optical films, floor pads, sorbents, and more.

We believe a sustainable future is one in which ecosystems and communities thrive and opportunities are equitable and accessible for all. We advance meaningful actions toward a more equitable future for our global employee base, including training, development, and recruitment efforts focused on underrepresented populations. We foster an inclusive culture that supports and appreciates differences and provides fair and equal opportunities for everyone. And we continue our efforts toward building a diverse workforce around the world. We recognize the importance of equal access to science, technology, engineering, and mathematics (STEM) education and careers. Equitable opportunities in STEM lead to stronger communities, a stronger 3M, and a brighter collective future. To advance our social justice and impact agenda, we created a 3M Equity & Community organization to support our goals and commitments to progress equity in our workplaces, business practices, and communities globally. This holistic and cross-functional organization connects our teams and strategies across the areas of diversity and inclusion in our workforce; 3Mgives dedicated to building community partnerships and supporting volunteerism with a focus on closing the opportunity gap for underrepresented groups in STEM and skilled trades, and administering our $50 million social justice fund; and Social Justice Strategy & Initiatives dedicated to leading workstreams across the enterprise to address policies and practices advancing equitable societal solutions, including environmental justice, supplier diversity, product development, and policy advocacy.

We apply our expertise to create bold ambitions to shape a sustainable future in three priority areas: Science for Circular, Science for Climate, and Science for Community.

Science for Circular			Science for Climate			Science for Community
We see the circular economy as an opportunity to create impactful solutions, inspire leadership, and implement disruptive change across all industries. In September 2022, 3M was one of 85 global businesses, financial institutions, and NGOs to endorse the Business Coalition for a Global Plastics Treaty, a common vision for an effective and ambitious global treaty to end plastic pollution. This vision will guide policy engagements with governments to accelerate progress toward a circular economy. 3M is on the Water Resilience Coalition leadership committee joining other leading companies to inspire others and accelerate our collective impact. 3M is also taking steps to reduce water use and improve water quality through installation of technologies at key manufacturing sites worldwide. This includes a commitment to install state-of-the art water purification technology at its largest water-using facilities. Since 2019, we have reduced our water usage by 16.8 percent indexed to net sales. We continue to advance our goal of 100 percent of products entering 3M’s new product commercialization process to include descriptions of their sustainability impact, such as an environmental or social challenge like improving air quality, reducing GHG emissions, or improving patient and worker safety.			We are advancing our impact through bigger intermediate and long-term goals and actions that align with the latest findings by the Intergovernmental Panel on Climate Change (IPCC). During Climate Week NYC, 3M solutions for decarbonization, electrification, energy efficiency, and sustainable infrastructure were included in an interactive display. 3M is in the middle of a three-year partnership with the United Nations Framework Convention on Climate Change (UNFCCC) to advance the Paris Agreement and UN sustainable development goals. This collaboration helps us highlight technology and solutions that inspire forward movement on climate commitments. Expanding our access to opportunities to invest in climate technology companies, 3M is invested in TPG Rise Climate Fund, a multi-billion dollar climate impact investing fund that deploys mission-driven capital at scale. Through select 3M product platforms, we helped our customers avoid emitting over 121 metric tons of carbon dioxide (CO2) in the last five years alone. Examples include helping customers in electronics, automotive, and construction industries improve their energy efficiency and reduce waste through the use of 3M materials and solutions.			We recognize the importance of cultivating a connected community by listening, understanding, and acting, bringing forward community voices and perspectives to advise 3M on plans for directing a $50 million investment to address racial opportunity gaps. Since 2021, we’ve supported over 1 million unique STEM and skilled trades learning experiences, putting us well on track to deliver on our goal to create 5 million such experiences by the end of 2025. Data from 3M’s State of Science Index (SOSI) helps guide our strategic STEM investments with insights from across the globe. In 2022, we created the new role of director of environmental justice to elevate and advance a global environmental justice program. We now have a cohesive strategy and approach for working alongside underserved communities, especially in areas where we have a manufacturing presence. In support of the United Nations LGBTI Standards of Conduct for Business, 3M joined other companies in committing to processes, policies, and programs that promote equality and safety, prevent harassment and discrimination, and advance LGBTQI+ individuals in the workplace and the community.

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Proposal 2		Ratification of the Appointment of Independent Registered Public Accounting Firm for 2023    (page 51)
“FOR”		●  Ratify the appointment of PricewaterhouseCoopers LLP (PwC) as 3M’s independent registered public accounting firm for 2023. ●  Based on its assessment of the qualifications and performance of PwC, the Audit Committee believes that it is in the best interests of the Company and its shareholders to retain PwC.

Executive compensation

Proposal 3		Advisory Approval of Executive Compensation    (page 55)
“FOR”		●  Approve, on an advisory basis, the compensation of our Named Executive Officers. ●  Our executive compensation program appropriately aligns our executives’ compensation with the performance of the Company and its business units as well as their individual performance.

2022 was a pivotal year for 3M. The Company took decisive actions that are foundational for our future, while maintaining an unwavering focus on the priorities of our shareholders, the needs of our customers, and our broader stakeholders.

Navigating macroeconomic challenges

The combination of ongoing litigation challenges together with significant external uncertainties, including inflation, supply chain disruptions, and slowing sales in key end-markets, impacted the Company’s total shareholder return performance. In response, the Company took action to address inflation through selling price actions, proactively managed costs as demand softened throughout the year, and continued to address litigation challenges. To address supply chain disruptions, we did what was necessary to serve customers and reduce cycle times. We also navigated COVID-related lockdowns in China, reached agreement with the Flemish government to restart operations in Zwijndrecht, and exited our Russian business.

Building a stronger, leaner, and a more focused 3M

In 2022, we delivered the following financial results:

●	Organic sales growth of 1.2 percent, which included a 2.0 percent headwind from the decline in disposable respirator demand and the Russia exit;
●	Adjusted EPS of $10.10;(1)
●	Adjusted free cash flow of $4.7 billion;(1)
●	Adjusted free cash flow conversion of 82 percent;(1)
●	Reduced total debt by $1.4 billion to strengthen our balance sheet; and
●	Returned $4.8 billion to shareholders through dividends and share repurchases.

We divested our Food Safety business, receiving approximately $1 billion in consideration and reducing our outstanding share count by 16 million. We continued to progress the spin-off of our Health Care business, which will create two world-class public companies, each better positioned to drive growth and value creation. We also simplified and streamlined our supply chain organization and advanced our digital strategies to better serve customers.

(1)

See Appendix A to this Proxy Statement for a reconciliation of adjusted earnings per share, adjusted free cash flow, and adjusted free cash flow conversion to our results for the most directly comparable financial measures as determined in accordance with generally accepted accounting principles in the United States (GAAP).

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As always, we put 3M science to work to solve customer needs and continued to make progress against our sustainability commitments to support employee health, safety, and well-being — including new flexible work arrangements and investments in our factories — and to advance diversity, equity, and inclusion priorities throughout our organization and the communities we serve.

Executive compensation program aligned with shareholders

Despite many of our positive financial and strategic results during 2022, as previously mentioned, we also faced several business challenges relating to ongoing litigation and an extremely fluid global macroeconomic and geopolitical environment with slowing growth, inflation, and supply chain disruptions. 3M’s executive compensation program outcomes for 2022 reflected our slower than expected growth with pay realized by the Company’s executives in 2022 closely aligned with the experience of our shareholder.

●	The short-term incentive program paid out at 54 percent of target for our CEO and between 40.3 percent and 84.8 percent of target for our other Named Executive Officers;
●	The long-term performance shares for the 2020-2022 performance period were earned at 94.8 percent of target, which represented 84.4 percent of the initial target grant value after considering the change in market value of 3M’s common stock over the performance period and accounting for the dividend equivalents associated with earned performance shares; and
●	The Company’s 2022 performance also resulted in accruals significantly below target, at 6.8 percent and zero percent of target, for the 2022 performance year of the outstanding 2021 performance share awards (2021 – 2023 performance period, where 2022 performance is weighted 30 percent) and 2022 performance share awards (2022 – 2024 performance period, where 2022 performance is weighted 50 percent), respectively.

Performance metrics used in 3M’s 2022 annual and long-term incentive programs reflected sharpened focus on the Company’s performance against the operating plan, cash flow growth, inventory, and receivables performance to position us for the future. The Compensation and Talent Committee also approved a new ESG performance payout modifier for the 2022 annual incentive program to support progress toward 3M’s sustainability priorities and updated the benchmark used for the relative performance metric in the 2022-2024 long-term incentive program to improve alignment with 3M’s business portfolio.

As we enter 2023, we are taking decisive actions to streamline the organization and improve our manufacturing and supply chain operations. We are staying close to our customers and continuing to invest in innovation as we forge the foundation for 3M’s sustainable growth built on the strength of 3M’s people, industry-leading innovation, advanced manufacturing, global capabilities, and our iconic brands.

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Recent business accomplishments

Below are a few noteworthy accomplishments from January 1, 2022, through March 1, 2023.

Performance		●  2022 organic sales growth of 1.2 percent, $10.10 adjusted earnings per share, adjusted free cash flow of $4.7 billion with adjusted free cash flow conversion of 82 percent, while focusing on our customers and managing through an uncertain global macroeconomic and geopolitical environment* ●  Maintained strong spending discipline, addressed inflation through selling price actions, and drove operational improvements to address supply chain challenges		●  Strengthened the balance sheet providing financial flexibility, reduced total debt by $1.4 billion, while returning $4.8 billion to shareholders in 2022 via dividends and gross share repurchases ●  Over 105 consecutive years of paying dividends to shareholders and 65 consecutive years of ordinary dividend increases *See Appendix A to this Proxy Statement for a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures.
Innovating for the future		●  Continued to innovate for customers and capitalize on growth, productivity, and sustainability opportunities ●  Invested $3.6 billion in the combination of research and development and capital expenditures to position 3M for the future, including investments focused on growth, productivity, and sustainability — particularly water and air stewardship ●  3M innovation reduced customer greenhouse gas (GHG) emissions by helping avoid emitting over 121 million metric tons of CO2 equivalent. At the same time, reduced 54.2 million pounds of virgin fossil-based plastic use in products and packaging		●  Launched 139 new products across our four market-leading business groups ●  Awarded a total of 2,600 patents from patent offices around the world in 2022, including 562 patents granted to 3M by the United States Patent and Trademark Office, which brings to nearly 132,000 total patents awarded to 3M since our inception ●  Invested in projects to reduce water usage, install purification technology at largest water-using locations and return higher quality water to the environment after usage
Portfolio management		●  Announced the spin-off of our Health Care business with a focus on creating a leading global diversified healthcare company and a more focused 3M ●  Enhanced shareholder value through active portfolio management, including the divestiture of our Food Safety business, consumer skin care brands Neobun™ and Neoplast™ in Thailand, and floor care products business in Europe, and the acquisition of LeanTec’s technology assets to advance digital solutions for auto body shops ●  Prioritized investments in growth, productivity, and sustainability		●  Continued to invest in growth opportunities, aligned to global trends that take best advantage of 3M innovation, including in automotive electrification, industrial automation, biopharma processing, and home improvement ●  Following through on sustainability commitments: investing $1 billion over 20 years to accelerate air and water stewardship and plastics reduction goals ●  Committed to exit PFAS manufacturing by the end of 2025
Transforming 3M operating model		●  Advanced our business group-led operating model, including simplifying and streamlining our organization and further aligning to customers and go-to-market models for improved growth, operating agility, and accountability		●  Focused on transformation including adjusting our operations and supply chain structure to the changing economic realities and advancing our digital strategies to better serve customers and improve efficiency of operations
People and culture		●  Advanced diversity, equity, and inclusion within 3M and its communities with new investments and initiatives; issued annual diversity, equity, and inclusion report to strengthen accountability and transparency ●  Continued to focus on employee health, safety, and well-being, including new flexible work arrangements and factory investments		●  Honored by Ethisphere® Institute as one of “The World’s Most Ethical Companies®” for the 9th consecutive year ●  Recognized as one of the “25 incredible companies that are building the best workplace cultures in the world.” 3M also secured 15 National Best Workplaces™ Awards

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Elements of 2022 target total direct compensation

The table below shows how the 2022 target Total Direct Compensation of the Named Executive Officers identified on page 57 (NEOs) was apportioned among base salary, annual incentives, performance share awards, stock options, and restricted stock units (RSUs), summarizes the rationale for providing each such element, and lists the performance metrics, weightings, and modifiers used for annual and long-term incentives granted in 2022.

				2022 Pay Elements(1)					2022 Performance Metrics, Weightings, and Modifiers(2)
				CEO	Other NEOs		Why It Is Provided
							●  Compensate executives for their normal day-to-day responsibilities
							●  Motivate executives to stay focused on day-to-day operations by aligning a significant portion of Total Cash Compensation with the near-term financial performance of the Company and its business units		●  Local Currency Sales (of 3M or a business unit, as applicable) vs. Plan (50%) ●  Operating Income (of 3M or a business unit, as applicable) vs. Plan (30%) ●  3M Operating Cash Flow Conversion vs. Plan (20%) ●  Individual performance (± 20%) ●  ESG modifier (± 10% of target)
				Performance Shares			●  Motivate executives to focus on continuously improving performance in key financial metrics believed to drive long-term shareholder value ●  Retain executive talent		●  Earnings per Share Growth (33.3%) ●  Free Cash Flow Growth (33.3%) ●  Relative Organic Sales Growth (33.3%)
				Stock Options(3)			●  Motivate executives to build long-term shareholder value ●  Retain executive talent		●  Vesting is based on continued service, while value of the options is based on stock price appreciation (100%)
				Restricted Stock Units(3)			●  Motivate executives to build long-term shareholder value ●  Retain executive talent		●  Vesting is based on continued service, while value of the RSUs is based on total shareholder return (100%)

(1)	Percentages shown reflect the apportionment (or, in the case of the percentages shown for the Other NEOs, the average apportionment) of the components of target total direct compensation that are expected to be recurring. Such amounts do not reflect special items such as hiring bonuses, one-time make-whole and inducement awards granted in connection with the commencement of employment, or retention awards. The percentages shown for the Other NEOs also do not reflect items provided to Ms. Poul, who retired in 2022. If Ms. Poul had been included, the percentages shown would have been as follows: Base Salary — 16%; AIP — 16%; PSAs — 34%; Stock Options — 17%; and RSUs — 17%. Numbers may not add to 100 percent due to rounding.
(2)	In determining the level of achievement of the performance goals established under the AIP and the performance share awards for any given period, the costs, sales and impact on assets and liabilities from acquisitions are excluded in the year that the acquisition is completed. The Compensation and Talent Committee also makes other adjustments from time to time for special items that it believes are unrelated to the operational performance of the Company for the relevant measurement period (e.g., changes in tax laws or accounting principles, asset write-downs, the impact of restructurings, divestitures, or asset sales, unusual tax transactions, litigation or claim judgments and settlements, and other special items described in management’s discussion and analysis of financial conditions and results of operations appearing in the Company’s annual/quarterly report to shareholders for the applicable period). These adjustments can have either a positive or negative impact on award payouts.
(3)	For the Company’s CEO, the Compensation and Talent Committee chose to deliver 50 percent of the target grant value of his annual long-term incentive awards in the form of performance shares and the remaining 50 percent in the form of stock options. Each of the Company’s other executives was given an opportunity to indicate a preference to receive 50 percent of the target grant value of their annual long-term incentive awards in the form of RSUs, stock options, or an equal split of both stock options and RSUs. Regardless of an executive’s indicated preference, the remaining 50 percent of the target grant value of his or her 2022 annual long-term incentive awards was delivered in the form of performance shares. The percentages shown reflect the apportionment of stock options and RSUs based on the elections for 2022 made by the NEOs (other than our CEO, who was not offered an opportunity to make an election).

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Say-on-pay results

3M has a history of strong say-on-pay results. As it has in past years, the Compensation and Talent Committee will consider the results of this year’s say-on-pay proposal, as well as feedback from our shareholders, when making future executive compensation decisions. For information concerning our investor outreach efforts, see “Shareholder outreach and engagement” on page 11.

3-year average votes cast in favor of say-on-pay proposal

Recent noteworthy compensation program actions

Since January 1, 2022, the Compensation and Talent Committee took the noteworthy actions described below as part of the Company’s executive compensation program.

●	Effective for the 2022 annual incentive compensation program offered to eligible employees, updated the metrics and weightings with the intent of sharpening focus on performance against the operating plan, prioritizing operating cash flow conversion as a key driver of operating value, and enhancing focus on inventory and receivables performance. For more information about the new design, see “Annual incentive” on page 71.
●	Added a new ESG modifier to the formula used to calculate the annual incentive compensation earned by the Company’s senior executives, including our Named Executive Officers. Beginning in 2022, amounts earned by the Company’s senior executives may be increased 10 percent of target, decreased 10 percent of target, or left unchanged based on the Compensation and Talent Committee’s assessment of 3M’s performance against a selection of pre-set goals ESG goals. For more information about the new ESG modifier, see “Annual incentive — ESG Modifier” on page 72.
●	Effective for grants made to executives in 2022, updated the metrics, weightings, and certain other aspects of the Company’s performance share awards. The changes generally are intended to strengthen the link to value creation for 3M in the current environment and better align the macro benchmark used as the basis of the relative metric with 3M’s business portfolio. For more information, see “Long-term incentives — 2022 performance share awards” on page 72.
●	Beginning with the annual grants made in 2022, increased (from 25 percent to 50 percent) the portion of the target grant value that the Company’s executives (other than our CEO) may ask to receive in the form of stock options, restricted stock units, or a combination of both. Regardless of an executive’s indicated preference, the remaining 50 percent of the target grant value of his or her annual long-term incentive awards was delivered in the form of performance shares.
●	Effective August 11, 2022, amended the Executive Severance Plan to cap at target the amount of any payment under the Annual Incentive Plan that relates to the period following the participant’s termination of employment.

 

Proposal 4		Advisory Approval on the Frequency of Advisory Votes on Executive Compensation   (page 56)
Every “1 year”		●  Approve, on an advisory basis, the frequency at which the Company holds advisory votes on the compensation of our named executive officers. ●  The Board of Directors unanimously recommends a vote in favor of conducting an advisory vote on executive compensation every “1 year.”

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Proposal 1		Elect the 10 Directors Identified in this Proxy Statement
“FOR” each nominee to the Board		●  Elect the 10 directors identified in this Proxy Statement, each for a term of one year. ●  Our nominees are distinguished leaders who bring a mix of skills and qualifications to the Board and can represent the interests of all shareholders.

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At the 2023 Annual Meeting, 10 directors are to be elected to hold office until the 2024 Annual Meeting of Shareholders and until their successors have been elected and qualified. All nominees are presently 3M directors who were elected by shareholders at the 2022 Annual Meeting, except for Ms. Anne H. Chow and Mr. Pedro J. Pizarro, both of whom joined the board on February 9, 2023 and are standing for election for the first time. A director search firm assisted with the identification of Ms. Chow and Mr. Pizarro for recommendation by the Nominating and Governance Committee for their election to the Board. We expect each nominee for election as a director to be able to serve if elected. If any nominee is not able to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless the Board chooses to reduce the number of directors serving on the Board. Each nominee elected as a director will continue in office until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or retirement. Pamela J. Craig, Muhtar Kent, and Dambisa F. Moyo are not seeking re-election for personal reasons unrelated to the Company and will retire from their service on the 3M Board on May 9, 2023, when their terms expire. We thank Ms. Craig, Mr. Kent, and Ms. Moyo for their many contributions to the Board and to the Company. The decision of three directors not to stand for re-election dovetails with the Company’s objective of maintaining its more traditional board size. With two new directors elected to the Board as of February 9, 2023, no additional director replacements are being announced at this time. The Company will continue to refresh its Board of Directors regularly with the skills and experiences deemed most critical for setting strategic objectives and positioning 3M to drive long-term shareholder value. In addition, the Board has appointed two new committee chairs. As of April 5, 2023, Thomas K. Brown will chair the Nominating and Governance Committee and James R. Fitterling will chair the Compensation and Talent Committee.

The Nominating and Governance Committee reviewed the Board Membership Criteria (described on page 26) and the specific experience, qualifications, attributes, and skills of each nominee, including membership(s) on the boards of directors of other public companies. The following pages contain biographical and other information about the nominees. Following each nominee’s biographical information, we have provided information concerning the particular experience, qualifications, attributes, and skills that are deemed most critical to 3M’s long-term success and led the Nominating and Governance Committee and the Board to determine that each nominee should serve as a director. In addition, the majority of our directors serve or have served on boards and board committees (including as committee chairs) of other public companies, which the Board believes provides them with additional board leadership and governance experience, exposure to best practices, and substantial knowledge and skills that further enhance the functioning of our Board.

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Nominees for director

Age 67 Director since 2013 Other current directorships ●   ConAgra Foods, Inc. 3M Board committee(s) ●   Audit ●   Nominating and Governance (Chair-elect) Directorships within the past five years ●   Tower International, Inc.		Thomas “Tony” K. Brown   Independent Retired Group Vice President, Global Purchasing, Ford Motor Company Professional Highlights Mr. Brown is the Retired Group Vice President, Global Purchasing, Ford Motor Company, a global automotive industry leader. Mr. Brown served in various leadership capacities in global purchasing since joining Ford in 1999. In 2008, he became Ford’s Group Vice President, Global Purchasing, with responsibility for approximately $90 billion of production and non-production procurement for Ford operations worldwide. He retired from Ford on August 1, 2013. From 1997 to 1999 he served in leadership positions at United Technologies Corporation, including its Vice President, Supply Management. From 1991 to 1997 he served as Executive Director, Purchasing and Transportation at QMS Inc. From 1976 to 1991 he served in various managerial roles at Digital Equipment Corporation. Nominee Qualifications Mr. Brown’s bachelor’s degree in business administration from American International College in Springfield, Massachusetts, his leadership roles, including his experience serving as a director of the public companies listed, and his knowledge of and extensive experiences in global purchasing, management, and supply chain at Ford Motor Company and other companies, qualify him to serve as a director of 3M.
Age 56  Director since 2023 Other current directorships ●   Franklin Covey Co. (lead independent director) 3M Board committee(s) ●   Compensation and Talent ●   Science, Technology & Sustainability		Anne H. Chow   Independent Retired Chief Executive Officer, AT&T Business Professional Highlights Ms. Chow is the retired Chief Executive Officer of AT&T Business, which provides solutions to businesses across all industries as well as the public sector. She is also the founder and CEO of The Rewired CEO, a business service firm, and serves as Adjunct Professor of Executive Education at the Kellogg School of Management, Northwestern University. Ms. Chow served as the CEO of AT&T Business from 2019 to 2022 after having served in various executive leadership positions at AT&T since 2000, including President — National Business, President — Integrator Solutions, and Senior Vice President — Premier Client Group. At AT&T Business, Ms. Chow was responsible for nearly 3 million business customers in more than 200 countries and territories around the world, including nearly all the world’s Fortune 1000 companies. Her responsibilities encompassed AT&T’s full suite of business services across wireless, networking, cybersecurity, and advanced solutions, covering more than $35 billion in revenues with an organization of over 35,000 people. She has a long track record of community leadership involvement in board and advisory roles at organizations such as the Girl Scouts of the USA, New Jersey Chamber of Commerce, and the Asian American Justice Center. Reflective of her impact in driving success at the intersection of people, culture, and technology, Ms. Chow was named to Fortune’s Most Powerful Women in Business twice, Forbes inaugural CEO Next List of Leaders set to revolutionize American business, and recognized with Linkage’s Legends in Leadership Award. Nominee Qualifications Ms. Chow’s master’s degree in business administration from Cornell University, her bachelor’s and master’s degrees in electrical engineering from Cornell University, her decades of executive leadership positions at AT&T, including as CEO of AT&T Business, and her extensive global and cross-functional experience in management, technology, cybersecurity, marketing and sales, operations, strategy, business and culture transformation, finance, and ESG matters, as well as her experience as a director at another public company, qualify her to serve as a director of 3M.

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Age 71 Director since 2015 Other current directorships ●   Union Pacific Corporation 3M Board committee(s) ●   Audit (Chair) ●   Nominating and Governance		David B. Dillon   Independent Retired Chairman of the Board and Chief Executive Officer, The Kroger Co. Professional Highlights Mr. Dillon is the Retired Chairman of the Board and Chief Executive Officer, The Kroger Co., a large retailer that operates retail food and drug stores, multi-department stores, jewelry stores, and food production facilities throughout the U.S. Mr. Dillon retired on December 31, 2014 as Chairman of the Board of Kroger, where he was Chairman since 2004 and was the Chief Executive Officer from 2003 through 2013. Mr. Dillon served as President of Kroger from 1995 to 2003 and was elected Executive Vice President in 1990. Mr. Dillon served as Director of The Kroger Co. from 1995 through 2014. Mr. Dillon began his retailing career at Dillon Companies, Inc. (later a subsidiary of The Kroger Co.) in 1976 and advanced through various management positions, including its President from 1986-1995. Nominee Qualifications Mr. Dillon’s bachelor’s degree in business from the University of Kansas and his law degree from Southern Methodist University, his leadership roles and experiences at The Kroger Co., including serving as Chairman of the Board and Chief Executive Officer, his knowledge of and extensive experiences in leading one of the world’s largest retailers, his experiences in Kroger’s successful $13 billion merger with Fred Meyer, Inc., his leadership in sustainability, his skills in financial and audit matters, and his experiences as a director at the public companies listed, qualify him to serve as a director of 3M.
Age 73 Director since 2003 Other current directorships ●   None 3M Board committee(s) ●   Audit ●   Compensation and Talent Directorships within the past five years ●   The Allstate Corporation ●   Eli Lilly and Company ●   International Business Machines Corporation		Michael L. Eskew   Independent Retired Chairman of the Board and Chief Executive Officer, United Parcel Service, Inc. Professional Highlights Mr. Eskew is the Retired Chairman of the Board and Chief Executive Officer, United Parcel Service, Inc. (UPS), a provider of specialized transportation and logistics services. Mr. Eskew was appointed Executive Vice President in 1999 and Vice Chairman in 2000 before becoming Chairman and Chief Executive Officer of UPS in January 2002. He retired as Chairman of the Board and Chief Executive Officer at the end of 2007 but remained as a director of UPS until December 31, 2014. Nominee Qualifications Mr. Eskew’s bachelor’s degree in industrial engineering from Purdue University, his leadership roles and experiences at UPS, including serving as Chairman of the Board and Chief Executive Officer, his knowledge of and extensive experiences in global logistics, his skills in financial and audit matters, and his experiences as a director at the public companies listed, qualify him to serve as a director of 3M. Mr. Eskew is our Lead Independent Director.

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Age 61 Director since 2021 Other current directorships ●   Dow Inc. 3M Board committee(s) ●   Compensation and Talent (Chair-elect)		James R. Fitterling   Independent Chairman of the Board and Chief Executive Officer, Dow Inc. Professional Highlights Mr. Fitterling is the Chairman of the Board and Chief Executive Officer of Dow Inc., one of the world’s leading global materials science companies. Mr. Fitterling was named CEO-elect of Dow in March 2018 prior to becoming CEO in July 2018, and he was elected Chairman in April 2020. Before that, he served as President and Chief Operating Officer of Dow and also previously served as Chief Operating Officer for the Materials Science division of DowDuPont. In his 37-year career with the company, Mr. Fitterling has spent 10 years in Asia, and has held leadership positions with P&L responsibility in many of the company’s operations. A strong advocate for inclusion and diversity, Mr. Fitterling was named # 1 LGBT + Executive in 2018 on the “OUTstanding in Business” list published by Financial Times. Mr. Fitterling serves as the Chair of the Board of Directors of the National Association of Manufacturers and immediate past Chair of the Board of Directors for the American Chemistry Council. Nominee Qualifications Mr. Fitterling’s bachelor’s degree in mechanical engineering from the University of Missouri — Columbia, his extensive leadership roles and experiences at Dow, including serving as its Chairman and CEO, his many years of international business experiences, his deep understanding and appreciation of materials science and innovation, and his strong track record of advancing environmental, social and governance goals, qualify him to serve as a director of 3M.
Age 51 Director since 2017 Other current directorships ●   None 3M Board committee(s) ●   Compensation and Talent ●   Science, Technology & Sustainability		Amy E. Hood   Independent Executive Vice President and Chief Financial Officer, Microsoft Corporation Professional Highlights Ms. Hood is Executive Vice President and Chief Financial Officer of Microsoft Corporation, a worldwide provider of software, services and solutions. Ms. Hood is responsible for leading Microsoft’s worldwide finance organization, including acquisitions, treasury activities, tax planning, accounting and reporting, and internal audit and investor relations. Prior to this role, Ms. Hood was Chief Financial Officer of Microsoft’s Business Division, responsible for the company’s productivity applications and services including Microsoft Office 365, Office, SharePoint, Exchange, Dynamics ERP and Dynamics CRM. During her time in the Business Division, Ms. Hood helped lead the transition to the company’s Office 365 service, and she was deeply involved in the strategy development and overall execution of the company’s successful acquisitions of Skype and Yammer. Ms. Hood joined Microsoft in 2002 and previously held positions in the Server and Tools Business as well as the corporate finance organization. Prior to 2002, she worked at Goldman Sachs & Co. in various investment banking and capital markets groups roles. Nominee Qualifications Ms. Hood’s bachelor’s degree in economics from Duke University and M.B.A. from Harvard University, her extensive leadership roles and experiences at Microsoft Corporation, especially in strategic business development, finance, and digitization, qualify her to serve as a director of 3M.

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Age 57 Director since 2022 Other current directorships ●   None 3M Board committee(s) ●   Compensation and Talent		Suzan Kereere   Independent Head of Global Business Solutions, Fiserv, Inc. Professional Highlights Ms. Kereere is the Head of Global Business Solutions, Fiserv, Inc., a global fintech and payments company with solutions for banking, global commerce, merchant acquiring, billing and payments, and point-of-sale. Most recently, she served as Chief Growth Officer at Fiserv, leading enterprise strategy and business development initiatives. Prior to Fiserv, she held executive leadership roles in global merchant sales and acquiring at VISA from 2016 to 2021 and in merchant services, network business, customer services, business and corporate travel, including serving as head of U.S. National Merchant Business and head of Global Network Business at American Express where she worked from 1988 to 2016. She has led businesses in Europe, Australia, Asia and North America. Ms. Kereere is a director at Electronic Transactions Association. Nominee Qualifications Ms. Kereere’s bachelor’s degree in Economics from Tufts University and M.B.A. degree from Columbia University Business School, her decades of experience and expertise in leading payments and technology platform business at Fortune 100 companies across global business lines and regional high growth start-ups, her accomplishments in digital transformation, sales optimization, front-line customer engagement and inclusive growth, and her track record of championing for equity in the corporate space and bringing analytics to the race and inclusion discussion, qualify her to serve as a director of 3M.
Age 71 Director since 2016 Other current directorships ●   Deere & Company ●   Eaton Corporation plc ●   Corteva Agriscience (non-executive chair) 3M Board committee(s) ●   Compensation and Talent ●   Science, Technology & Sustainability (Chair)		Gregory R. Page   Independent Retired Chairman of the Board and Chief Executive Officer, Cargill Professional Highlights Mr. Page is the Retired Chairman of the Board and Chief Executive Officer, Cargill, an international marketer, processor and distributor of agricultural, food, financial and industrial products and services. Mr. Page was named Corporate Vice President & Sector President, Financial Markets and Red Meat Group of Cargill in 1998, Corporate Executive Vice President, Financial Markets and Red Meat Group in 1999, President and Chief Operating Officer in 2000, and became Chairman of the Board and Chief Executive Officer in 2007. He served as Executive Chairman of the Board of Cargill from December 2013 until his retirement from Cargill in September 2015, and Executive Director of Cargill from September 2015 to September 2016. Mr. Page was a director and past non-executive Chair of the Board of Big Brothers Big Sisters of America, retiring in 2022. He is past President and board member of the Northern Star Council of the Boy Scouts of America. Mr. Page is a board member at Alight, a nonprofit company serving primarily refugees and displaced people. Nominee Qualifications Mr. Page’s bachelor’s degree in economics from the University of North Dakota, his leadership roles and experiences while serving as Chairman of the Board and Chief Executive Officer at Cargill, his expertise and knowledge of financial and audit matters and corporate governance, and his experiences as a director at the public companies listed, qualify him to serve as a director of 3M.

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Age 57 Director since 2023 Other current directorships ●   Edison International 3M Board committee(s) ●   Audit		Pedro J. Pizarro   Independent President and Chief Executive Officer and Director, Edison International Professional Highlights Dr. Pizarro has been President and Chief Executive Officer of Edison International, the parent company of Southern California Edison (SCE), one of the nation’s largest electric utilities, since 2016. Edison International is also the parent company of Edison Energy, a portfolio of competitive businesses providing commercial and industrial customers with energy management and procurement services. Prior to that, he served as President of SCE from 2014 to 2016. From 2011 to 2014, Dr. Pizarro served as President of Edison Mission Energy, an indirect subsidiary of Edison International until the sale of its principal assets in 2014. He has held a wide range of other senior executive positions at the Edison International companies since joining in 1999, including Executive Vice President responsible for SCE’s transmission and distribution system, power procurement and generation. Dr. Pizarro also previously served as Vice President and Senior Vice President of Power Procurement, and Vice President of Strategy and Business Development. Dr. Pizarro is a vice chairman of the Edison Electric Institute, a director of the Electric Power Research Institute, a member of the Electricity Subsector Coordinating Council, and a Trustee of the California Institute of Technology. Prior to his work at the Edison International companies, Dr. Pizarro was a senior engagement manager with McKinsey & Company. Nominee Qualifications Dr. Pizarro’ bachelor’s degree in chemistry from Harvard University, his Ph.D. in chemistry from the California Institute of Technology, his extensive leadership experiences with Edison International, including as President and Chief Executive Officer, his extensive board service, and his knowledge and experiences with leadership, risk management, technology, safety and operations, workforce management, cybersecurity, regulatory and government affairs, business resiliency, mergers and acquisitions, and strategic planning qualify him to serve as a director of 3M.
Age 63 Director since 2018 Other current directorships ●   Abbott Laboratories 3M Board committee(s) ●   None		Michael F. Roman Chairman of the Board and Chief Executive Officer, 3M Company Professional Highlights Mr. Roman is the Chairman of the Board and Chief Executive Officer of 3M Company since May 2019. Mr. Roman previously served as Chief Executive Officer from July 1, 2018 to May 14, 2019; Chief Operating Officer and Executive Vice President from July 1, 2017 to June 30, 2018 with direct responsibilities for 3M’s five business groups and the Company’s international operations. Mr. Roman previously served as Executive Vice President, Industrial Business Group, of 3M Company from June 2014 to July 2017. Mr. Roman served as the Company’s Senior Vice President, Business Development, from May 2013 to June 2014. Prior to that, he was Vice President and General Manager of Industrial Adhesives and Tapes Division from September 2011 to May 2013. Mr. Roman also has lived in and led 3M businesses around the world, including the United States, Europe, and Asia. Nominee Qualifications Mr. Roman’s bachelor’s and master’s degrees in electrical engineering from the University of Minnesota and the University of Southern California, his distinguished 3M career over 30 years with leadership roles across multiple geographies and businesses, his experience in managing 3M’s four business groups and international operations, his knowledge and skills in key areas such as manufacturing, supply chain, technology, finance, and risk management, and his accomplishments in sales growth, operational efficiency and value creation across a wide range of global businesses, qualify him to serve as a director of 3M.

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			Recommendation of the board The Board of Directors unanimously recommends a vote “FOR” the election of these nominees as directors. Proxies solicited by the Board of Directors will be voted “FOR” these nominees unless a shareholder indicates otherwise in voting the proxy.

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Board membership criteria

3M’s Corporate Governance Guidelines contain Board Membership Criteria that include a list of key skills and characteristics deemed critical to serve 3M’s long-term business strategy and expected to be represented on 3M’s Board. The Nominating and Governance Committee periodically reviews with the Board the appropriate skills and characteristics required of Board members given the current Board composition. It is the intent of the Board that the Board, itself, will be a high-performance organization creating competitive advantage for the Company. To perform as such, the Board will be composed of individuals who have distinguished records of leadership and success in their arena of activity and who will make substantial contributions to Board operations and effectively represent the interests of all shareholders. The Committee’s and the Board’s assessment of Board candidates includes, but is not limited to, consideration of:

●	Roles in and contributions valuable to the business community;
●	Personal qualities of leadership, character, judgment, and whether the candidate possesses and maintains throughout service on the Board a reputation in the community at large of integrity, trust, respect, competence, and adherence to the highest ethical standards;
●	Relevant knowledge and diversity of background and experience in business, manufacturing, technology, finance and accounting, marketing, international business, government, and other areas; and
●	Whether the candidate is free of conflicts and has the time required for preparation, participation, and attendance at all meetings.

In addition to these minimum requirements, the Committee will also evaluate whether the nominee’s skills are complementary to the existing Board members’ skills, the Board’s needs for particular expertise in certain areas, and will assess the nominee’s impact on Board dynamics, effectiveness, and diversity of experience and perspectives.

Director nominees — diversity of skills and experience

The diagram below summarizes the director nominees’ key skills and experiences in the areas that are most relevant to 3M and shows the number of director nominees who possess each of the skills and experiences:

		Leadership. Significant leadership experience with understanding of complex global organizations, strategy, risk management, and how to drive change and growth.				Finance. Financial metrics measures our performance. All directors must understand finance and financial reporting processes. All, but one, Audit Committee members qualify as “audit committee financial experts.”
		Manufacturing. As a vertically integrated Company, manufacturing experience is important to understanding the operations and capital needs of the Company.				Global. Global business experience is critical to 3M’s international growth with 60 percent of sales from outside the U.S. in 2022.
		Supply Chain. Directors with expertise in the management of the upstream and downstream relationships with suppliers and customers provide important perspectives on achieving efficient operations.				Risk Management. Directors with experience in risk management and oversight, including environmental, social, and cybersecurity, play an important role in the Board’s oversight of risks.
		Technology. As a diversified technology, science-based Company, directors with technology backgrounds understand 3M’s 51 technology platforms and the importance of investing in new technologies for future growth.				Marketing. Organic growth is one of 3M’s financial metrics and directors with marketing expertise provide important perspectives on developing new markets.

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Diversity

For 3M, diversity, in its myriad manifestations, is fundamental to innovation, performance, and relevancy. The Board of Directors regards diversity as an important factor in selecting board nominees to serve on the Board. When selecting nominees, it actively considers diversity in recruitment and nomination of directors, such as gender, race, ethnicity, sexual orientation, and national origin. The current composition of our Board reflects those ongoing efforts and the continued importance of diversity to the Board.

Board self-evaluation process

The Board conducts a multi-step annual self-evaluation to determine whether it, its committees and its directors are functioning effectively, consider opportunities for continual enhancement, and as part of its annual director nomination process.

1		Evaluations by Board Leadership
		●  Chairman/Lead Director/Nominating and Governance (N&G) Committee Chair meet in the fall to evaluate the performance and skills of each director ●  Information is shared and discussed with the N&G Committee and considered in the nomination process
2		One-on-One Discussions with N&G Chair
		●  N&G Chair meets individually with each director to discuss: ●  Effectiveness of Board and committees ●  Opportunities for improvement ●  Director’s self-evaluation ●  Director’s evaluation of other Board members ●  Other topics selected by director ●  N&G Chair shares comments and feedback with the Board and N&G Committee
3		Annual Questionnaires
		●  Each director completes a questionnaire on the functioning of the Board and committees ●  Results are discussed at subsequent Board and committee meetings
4		Feedback Incorporated
		●  As a result of this process: ●  The Board and its committees identify potential areas for improvement, as well as existing practices which have contributed to high effectiveness ●  Items requiring follow-up are monitored on a going-forward basis by the full Board, committees and/or committee chairs, as applicable ●  The N&G Committee considers the performance and contributions of each director as part of its annual nomination process to ensure our directors continue to possess the necessary skills and experience to effectively oversee the Company; on occasion, the N&G Committee has not re-nominated a director

While this formal self-evaluation is conducted on an annual basis, directors share perspectives, feedback, and suggestions year-round. The Board and each committee conducted an evaluation of its performance in 2022.

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Director nomination process

In addition to its annual assessment and nomination of incumbent directors, the Nominating and Governance Committee oversees the process for selecting new director candidates.

Identification, evaluation, and selection of nominees

Director nomination process

The Committee also focuses on overall Board-level succession planning at the director level, periodically reviews the appropriate size and composition of the Board and anticipates future vacancies and needs of the Board. In the event the Committee recommends an increase in the size of the Board or a vacancy occurs, the Committee considers qualified nominees from several sources, including current Board members and nominees recommended by shareholders and other persons.

The Committee may from time to time retain a director search firm to help the Committee identify qualified director nominees for consideration by the Committee. In 2022, the Committee retained Russell Reynolds to help identify future Board candidates.

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Shareholder nominations

The Nominating and Governance Committee has a policy to consider properly submitted shareholder recommendations for candidates for membership on the Board of Directors. Shareholders proposing individuals for consideration by the Committee must include at least the following information about the proposed nominee: the proposed nominee’s name, age, business or residence address, principal occupation or employment, and whether such person has given written consent to being named in the Proxy Statement as a nominee and to serving as a director if elected. Shareholders should send the required information about the proposed nominee to:

Corporate Secretary 3M Company 3M Center Building 220-9E-02 St. Paul, MN 55144-1000

For an individual proposed by a shareholder to be considered by the Committee for recommendation as a Board nominee for the 2024 Annual Meeting, the Corporate Secretary must receive the proposal by November 23, 2023. Such proposals must be sent via registered, certified, or express mail (or other means that allows the shareholder to determine when the proposal was received by the Company). The Corporate Secretary will refer properly submitted shareholder proposed nominations to the Chair of the Nominating and Governance Committee for consideration at a future Committee meeting. Individuals proposed by shareholders in accordance with these procedures will receive the same consideration received by individuals identified to the Committee through other means.

Shareholder nominations — advance notice bylaw

In addition, 3M’s Bylaws permit shareholders to nominate directors at an annual meeting of shareholders or at a special meeting at which directors are to be elected in accordance with the notice of meeting. Shareholders intending to nominate a person for election as a director must comply with the requirements set forth in the Company’s Bylaws. With respect to nominations to be acted upon at our 2024 Annual Meeting, our Bylaws would require, among other things, that the Corporate Secretary receive written notice from the record shareholder no earlier than November 23, 2023, and no later than December 23, 2023. The notice must contain the information required by the Bylaws, a copy of which is available on our website at www.3M.com, under Investor Relations — Governance. Nominations received after December 23, 2023, will not be acted upon at the 2024 Annual Meeting.

Shareholder nominations — universal proxy rules

In addition to satisfying the foregoing advance notice requirements under 3M’s Bylaws, to comply with the universal proxy rules under the Securities Exchange Act of 1934, as amended (Exchange Act), shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 10, 2024, which is 60 days prior to the anniversary date of the 2023 Annual Meeting. Shareholders utilizing universal proxy are also required to follow other requirements contained in 3M’s Bylaws, including the requirements for shareholder nominations set forth in our advance notice bylaw provision discussed above.

Proxy access nominations

Further, pursuant to the proxy access Bylaw adopted by the Board in November 2015, a shareholder, or a group of up to 20 shareholders, continuously owning for three years at least three percent of our outstanding common shares may nominate and include in our proxy materials up to the greater of two directors and 20 percent of the number of directors currently serving, if the shareholder(s) and nominee(s) satisfy the Bylaw requirements. For eligible shareholders to include in our proxy materials nominees for the 2023 Annual Meeting, proxy access nomination notices must be received by the Company no earlier than November 23, 2023, and no later than December 23, 2023. The notice must contain the information required by the Bylaws.

Director orientation and continuing education

Our orientation programs familiarize new directors with 3M’s businesses, strategic plans, and policies, and help prepare them for their role on their assigned committees. Continuing education programs assist directors in maintaining skills and knowledge necessary for the performance of their duties. These programs may be part of regular Board and Committee meetings or provided by academic or other qualified third parties. The programs have also included visits to the Company’s laboratories and manufacturing facilities.

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Director independence

The Board has adopted a formal set of Director Independence Guidelines with respect to the determination of director independence, which either conform to or are more exacting than the independence requirements of the New York Stock Exchange (NYSE) listing standards, and the full text of which is available on our website at www.3M.com, under Investor Relations — Governance. In accordance with these Guidelines, a director or nominee for director must be determined to have no material relationship with the Company other than as a director. The Guidelines specify the criteria by which the independence of our directors will be determined, including strict guidelines for directors and their immediate family members with respect to past employment or affiliation with the Company or its independent registered public accounting firm. The Guidelines also prohibit Audit and Compensation and Talent Committee members from having any direct or indirect financial relationship with the Company and restrict both commercial and not-for-profit relationships of all directors with the Company. Directors may not be given personal loans or extensions of credit by the Company, and all directors are required to deal at arm’s length with the Company and its subsidiaries, and to disclose any circumstance that might be perceived as a conflict of interest.

In accordance with these Guidelines, the Board undertook its annual review of director independence. During this review, the Board considered transactions and relationships between each director, or any member of his or her immediate family and the Company and its subsidiaries and affiliates in each of the most recent three completed fiscal years. The Board also considered whether there were any transactions or relationships between the Company and a director or any members of a director’s immediate family (or any entity of which a director or an immediate family member is an executive officer, general partner, or significant equity holder). The Board considered that in the ordinary course of business, transactions may occur between the Company and its subsidiaries and companies at which some of our directors are or have been officers. In particular, the Board considered the annual amount of sales to 3M for each of the most recent three completed fiscal years by each of the companies where directors serve or have served as an executive officer, as well as purchases by those companies from 3M. The Board determined that the amount of sales and purchases in each fiscal year was below one percent of the annual revenues of each of those companies, the threshold set forth in the Director Independence Guidelines. The Board also considered charitable contributions to not-for-profit organizations with which our directors or immediate family members are affiliated, none of which exceeded the threshold set forth in our Director Independence Guidelines.

As a result of this review, the Board affirmatively determined that the following directors are independent under these Guidelines: Thomas “Tony” K. Brown, Anne H. Chow, David B. Dillon, Michael L. Eskew, James R. Fitterling, Amy E. Hood, Suzan Kereere, Gregory R. Page, and Pedro J. Pizarro. The Board has also determined that members of the Audit Committee and Compensation and Talent Committee received no compensation from the Company other than for service as a director. Michael F. Roman, Chairman of the Board and Chief Executive Officer, is considered to not be independent because of his employment by the Company.

Corporate governance practices and policies

The Company believes that good corporate governance practices serve the long-term interests of shareholders, strengthen the Board and management, and further enhance the public trust 3M has earned from more than a century of operating with uncompromising integrity and doing business the right way. The following sections provide an overview of 3M’s corporate governance practices, which are published on the Company’s website, including the Corporate Governance Guidelines, our shareholder outreach and engagement practices, the Codes of Conduct for directors and employees, public policy engagement, and other important governance-related policies.

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Corporate governance highlights

	Board compositions and independence				Board and board committee practices
●  Diverse board in all aspects ●  Five directors have joined our board within the past five years, including two women directors and four directors with other diverse traits ●  92 percent independent board ●  100 percent independent board committees ●  50 percent of board committees chaired by a director with diverse attributes ●  Lead Independent Director with robust authority ●  Regular executive sessions for independent directors ●  Full access to management and employees				●  Annual board, committee and individual director self-evaluation process ●  Comprehensive onboarding and continuing education program ●  Strong Audit Committee financial expertise ●  Regular board refreshment with a balanced mix of tenure ●  Mandatory director retirement policy ●  Active consideration of diversity in director nomination process ●  Regular shareholder outreach and engagement with director participation
	Shareholder rights				Board oversight areas
●  Annual election of all directors ●  Majority voting for director elections ●  Market-standard proxy access right ●  No supermajority voting requirements ●  Shareholder right to call special meetings ●  No poison pill ●  Processes for director nomination by shareholders and communicating with the Board				●  Long-term strategic plans and capital allocation ●  Enterprise risk management, including cybersecurity ●  Environmental stewardship and sustainability ●  Diversity and inclusion, equity in workplaces, communities and business practices ●  Human capital management ●  CEO and management succession planning ●  Political activities and contributions

Executive compensation governance

●  Compensation opportunities aligned with market and predominantly at-risk ●  Incentive programs incorporate performance metrics that are important to our shareholders and drive long-term growth ●  Comprehensive clawback policy ●  Robust stock ownership guidelines for executive officers and directors ●  No hedging or pledging by executive officers and directors ●  No employment or change in control agreements with any senior executives, including CEO ●  Annual ‘say-on-pay’ vote

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Corporate governance guidelines

The Board has adopted Corporate Governance Guidelines which provide a framework for the effective governance of the Company. The guidelines address matters such as the respective roles and responsibilities of the Board and management, the Board’s leadership structure, the responsibilities of the independent Lead Director, director independence, the Board Membership Criteria, Board committees, and Board and management evaluation. The Board’s Nominating and Governance Committee is responsible for overseeing and reviewing the Guidelines at least annually and recommending any proposed changes to the Board for approval. Some key governance guidelines, not otherwise addressed in our Proxy Statement, are set forth below. The Corporate Governance Guidelines, the Certificate of Incorporation and Bylaws, the charters of the Board committees, the Director Independence Guidelines, and the Codes of Conduct provide the framework for the governance of the Company and are available on our website at www.3M.com, under Investor Relations — Governance.

Mandatory Retirement Age
●	The retirement age of a nonemployee director is 74. A director elected to the Board prior to their 74th birthday may continue to serve until the annual shareholder meeting coincident with or following their 74th birthday. Absent special circumstances, directors will not be nominated for election after their 74th birthday.
Outside Board Policy
●	Independent directors who also serve as CEOs of publicly-traded companies or in equivalent positions should not serve on more than two boards of public companies in addition to the 3M Board, and other independent directors should not serve on more than four other boards of public companies in addition to the 3M Board. Independent directors must advise the Chairman/CEO before accepting an invitation to serve on another for-profit board.
Access to Employees and Outside Advisors
●	Board members have complete access to all members of 3M management and its employees, as well as outside advisors.

Communication with directors

The Board of Directors has adopted the following process for shareholders and other interested parties to send communications to members of the Board. Shareholders and other interested parties may communicate with the Lead Independent Director, the chairs of the Audit, Compensation and Talent, Nominating and Governance, and Science, Technology & Sustainability Committees of the Board, or with any of our other independent directors, or all of them as a group, by sending a letter to the following address: Corporate Secretary, 3M Company, 3M Center, Building 220-9E-02, St. Paul, MN 55144-1000. The Corporate Secretary reviews communications to the independent directors and forwards those communications to the independent directors as discussed below. Communications involving substantive accounting or auditing matters will be immediately forwarded to the Chair of the Audit Committee and the Company’s Chief Compliance Officer consistent with time frames established by the Audit Committee for the receipt of communications dealing with these matters. Communications that pertain to non-financial matters will be forwarded promptly. Items that are unrelated to the duties and responsibilities of the Board will not be forwarded, such as: business solicitation or advertisements, product-related inquiries, mass mailings, resumes or other job-related inquiries, and unsolicited commercial e-mails.

3M’s codes of conduct

More than a century of operating with uncompromising integrity has earned 3M trust from our customers, credibility with our communities, and dedication from our employees. All of our employees, including our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, are required to abide by 3M’s Code of Conduct to ensure that our business is conducted in a consistently legal and ethical manner. The Code forms the foundation of a comprehensive process that includes compliance with corporate policies and procedures and a Company-wide focus on uncompromising integrity in every aspect of our operations. Our Code of Conduct covers many topics, including antitrust and competition law, conflicts of interest, financial reporting, protection of confidential information, and compliance with all laws and regulations applicable to the conduct of our business.

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Employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code of Conduct. The Audit Committee has adopted procedures to receive, retain, and treat complaints received regarding accounting, internal accounting controls, or auditing matters, and to allow for the confidential and anonymous submission by employees or others of concerns regarding questionable accounting or auditing matters. Information on how to submit any such communications can be found on 3M’s Investor Relations website, under Governance — Governance Documents — Employee Business Conduct Policies — “Report a concern or ask a question.” Our Chief Compliance Officer, who has direct reporting obligations to the Audit Committee, periodically reports to the Audit Committee on compliance with the Company’s Code of Conduct, including the effectiveness of the Company’s compliance program.

The Board also has adopted a Code of Business Conduct and Ethics for Directors of the Company. This Code incorporates long-standing principles of conduct the Company and the Board follow to ensure the Company’s business and the activities of the Board are conducted with integrity and adherence to the highest ethical standards, and in compliance with the law. The Company’s Code of Conduct for employees and the Code of Business Conduct and Ethics for Directors are available on our website at www.3M.com under Investor Relations — Governance — Governance Documents.

Public policy engagement

The Company believes that transparency with respect to the consideration, processes, and oversight of our engagement with lawmakers is important to our shareholders, and continuously makes efforts to give our shareholders useful information about our public policy engagement. Since 2007, the Company has voluntarily published a detailed explanation of the Company’s political activities which is available on our website at www.3M.com under Investor Relations — Governance — Governance Documents — “Lobbying and Political Activities Governance.” There, the Company explains its principles and governance procedures and provides detailed information about 3M’s lobbying, political activities, and engagement with industry associations. We discuss our positions on important public policy issues, the factors we consider when evaluating contribution proposals, and the processes we use for legal, financial, executive, and Board oversight of our political activities and contributions. We also provide links to the reports the 3M Political Action Committee files monthly with the Federal Election Commission and the Company’s quarterly Lobbying Disclosure reports, as well as a detailed list of our contributions to state candidates and political parties, and contributions to “527” political organizations. The Company also discloses on its website the trade associations the Company joined where $25,000 or more of the dues are allocated for lobbying purposes by the trade association. Certain tax-exempt organizations, organized under U.S. Internal Revenue Code §501(c)(4) and known as “social welfare” organizations, may engage in lobbying activities related to their primary purpose. If the portion of any of our dues or other contribution in excess of $25,000 are allocated to lobbying activities, we will disclose the association and amount so allocated. The Company believes that these disclosures on our website, which exceed the disclosures required by law, offer transparency respecting the Company’s public policy engagement and political activities.

Related person transaction policy and procedures

The Board of Directors has adopted a written Related Person Transaction Policy and Procedures that is administered by the Nominating and Governance Committee. This Policy applies to any transaction or series of transactions in which the Company or a subsidiary is a participant, the amount involved exceeds $120,000, and a Related Person (as that term is defined in the Policy) has a direct or indirect material interest and which is required to be disclosed under Item 404(a) of Regulation S-K. Transactions that fall within this definition are referred to the Committee for approval or other action. Based on its consideration of all of the relevant facts and circumstances, the Committee decides whether or not to approve a transaction and approves only those transactions that are in the best interests of the Company and its shareholders. In the course of its review and approval or ratification of a transaction, the Committee considers:

●	The nature of the Related Person’s interest in the transaction;
●	The material terms of the transaction, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances;
●	The significance of the transaction to the Related Person;
●	The significance of the transaction to the Company;
●	Whether the related person is involved in the negotiation of the terms of the transaction or receives any special benefit as a result of the transaction;
●	Whether the transaction would impair the judgment of a director or executive officer to act in the best interest of the Company and its shareholders; and
●	Any other matters the Committee deems appropriate.

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Any Committee member who is a Related Person with respect to a transaction under review may not participate in the deliberations or vote respecting such approval, except that such a director may be counted in determining the presence of a quorum at a meeting at which the Committee considers the transaction. There were no Related Person Transactions that were referred to the Committee in 2022.

Policy on adoption of a rights plan

In 2002 and 2003, a 3M shareholder submitted a shareholder proposal to 3M regarding the approval process for adopting a shareholders’ rights plan (also known as a “poison pill”). 3M does not have a rights plan and is not currently considering adopting one. The Board continues to believe, however, that there may be circumstances under which adoption of a rights plan would give the Board the negotiating power and leverage necessary to obtain the best result for 3M shareholders in the context of a takeover effort.

Following consideration of the favorable vote the shareholder proposal received and in light of this belief, the Board adopted and has reaffirmed a statement of policy on this topic. The Board’s policy is that it will only adopt a rights plan if either: (1) shareholders have approved adoption of the rights plan; or (2) the Board (including a majority of the independent members of the Board), in its exercise of its fiduciary responsibilities, makes a determination that, under the circumstances existing at the time, it is in the best interests of 3M’s shareholders to adopt a rights plan without the delay in adoption resulting from seeking shareholder approval.

The Board has directed the Nominating and Governance Committee to review this policy statement on an annual basis and to report to the Board on any recommendations it may have concerning the policy. The terms of the policy, as in effect, are included in 3M’s published Corporate Governance Guidelines in addition to this Proxy Statement.

Key areas of Board oversight

Board’s role in strategy

Each year management presents to the Board, and the Board discusses and approves, detailed long-term strategic plans for the Company. In addition to the Company’s overall strategic plan, financial strategic plan, and enterprise strategic plans and priorities, including enterprise operations and sustainability matters, the discussions also focused on breakout sessions with the directors on strategic plans and priorities for each of the four business groups. Information about these plans and priorities can be found in the Company’s Annual Report on Form 10-K.

Board’s role in risk oversight

The Board oversees the Company’s risk profile and management’s processes for assessing and managing risk. The Board has delegated to the Audit Committee the primary responsibility for oversight of policies and procedures with respect to Company risk assessment and risk management activities, the Company’s major risk exposures, and management monitoring and mitigation activities. The Board has also delegated oversight of specific risks to various committees.

The Board reviews enterprise risks at least annually. The full Board review has included, among other things, portfolio management; major litigation; fluorochemical stewardship; supply chain resiliency; human capital management; sustainability; cybersecurity and information security; geopolitical risks; and environmental, health, and safety compliance. Other categories of risk and certain sustainability elements have been assigned to designated Board committees as summarized below. The chair of each committee that oversees risk provides a summary of the matters discussed with the committee to the full Board following each committee meeting, and the minutes of each committee meeting are also provided to all Board members.

The Board believes that its practices related to oversight of risk, including through delegation to its committees and the sharing of information with the full Board, is appropriate for a diversified technology and manufacturing company like 3M. The Board also believes its oversight of risk is enhanced by its current leadership structure (further discussed below) because the CEO, who is ultimately responsible for the Company’s management of risk, also chairs regular Board meetings. Given his in-depth knowledge and understanding of the Company, the CEO is best able to bring key business issues and risks to the Board’s attention. A summary of risk oversight roles is included on the following page.

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Board of directors
●	Oversees the Company’s risk profile and management’s processes for assessing and managing risk
●	Reviews enterprise risks at least annually
●	Delegated to Audit Committee the primary responsibility for oversight of risk assessment and risk management activities
●	Assigned other important risks and certain sustainability elements to designated Board committees as identified below and receive reports from them

Audit ●  Financial statements / internal controls / audit / independent accounting firm ●  Contingent liabilities and long-term benefit obligations ●  Cybersecurity ●  Capital allocation and structure ●  Credit ratings and cost of capital ●  Use of financial instruments to manage foreign currency, commodity, and interest rate risks ●  Ethics and compliance		Compensation and Talent ●  Executive compensation ●  Annual review of Company’s risk assessment of its compensation policies and practices for its employees, including talent sourcing, diversity, and retention strategies ●  Talent development and equal employment opportunities ●  Succession planning
Nominating and Governance ●  Corporate governance practices ●  Director nominations and Board and committee composition ●  Corporate officer appointments and succession planning ●  Related person transactions ●  Shareholder proposals and engagement ●  Public policy, social responsibility, and political activities		Science, Technology & Sustainability ●  Research and development ●  Sustainability / environmental and product stewardship / environmental, health and safety legal and regulatory compliance ●  Emerging science and technology, disruptive innovations, materials vulnerability, and geopolitical issues impacting the Company’s strategy, global business continuity, and financial results

Auditor
●	The Senior Vice President and General Auditor, Corporate Auditing (Auditor) is responsible for leading the risk assessment and management process
●	The Auditor, through consultation with the Company’s senior management, periodically assesses the major risks facing the Company and works with the executives who are responsible for managing specific risks
●	The Auditor, whose appointment and performance is reviewed and evaluated by the Audit Committee, periodically reviews with the Audit Committee the major risks facing the Company and the steps management has taken to monitor and mitigate those risks
●	The Auditor’s risk management report, which is provided in advance of the meeting, is reviewed with the entire Board by either the chair of the Audit Committee or the Auditor

Management
●	Provides consultation to the Auditor during the assessment of the major risks facing the Company
●	Manages and mitigates risks
●	Reports, as needed, to the full Board on how a particular risk is being managed and mitigated

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Board’s role in management succession planning and human capital management

The Board plans the succession to the position of Chairman, CEO, and other senior management positions. To assist the Board, the Chairman/CEO and Chief Human Resources Officer annually assess senior managers and their succession potential for the position of Chairman/CEO and other senior management positions. The Board also reviews the Company’s strategies and plans to recruit, retain, develop, protect, and fairly compensate its global workforce, with focuses on health and safety, development, diversity, equity and inclusion, and compensation and benefits. Information about the Company’s human capital can be found in the Company’s Annual Report on Form 10-K.

Board’s role in sustainability

We are guided by the principles of sound science and corporate responsibility. We believe in an equitable and inclusive world, so we think, work, and act to drive meaningful change that endures. Together, we commit to creating a more sustainable world for future generations.

In collaboration with our employees, customers, partners, government, and communities, we apply our expertise and technology to help solve shared global challenges. We recognize and consistently seek opportunities to do more. It is our ambition to meet the increasing expectations of our customers, employees, investors, and stakeholders — and grow our business — by continuing to make bold sustainability commitments and taking stronger actions.

We use a science-based approach to reimagine what’s possible as we rise to the challenges that are most material to 3M and critical to our planet and its people. Our goals and sustainability metrics reflect a heightened commitment to thinking holistically about how our people, products, and operations can all contribute to a better and brighter future. Our goals and ambitions continue to grow and gain momentum as we recognize how much still needs to be done to make the world more sustainable for future generations. Our sustainability strategy is a systemic approach, seeking to drive innovation and holistic impact against shared global needs. We set impactful and measurable goals that demonstrate our sustainability commitments and progress. As a global science, technology, and manufacturing company, we believe 3M is uniquely positioned to bring our full capabilities to advance meaningful impact, not only in our workplaces but also in our communities. As we advance our initiatives with determination, we know systemic change requires resources and long-term dedication.

We report on these efforts annually in our Global Impact Report. As a global corporation contributing to society through diverse markets, we believe that we have significant opportunities and responsibilities to advance the United Nations Sustainable Development Goals across the world. We are also a participant of the United Nations Global Compact, a policy initiative for businesses to demonstrate their commitment to ten principles in the areas of human rights, labor, environment, and anti-corruption. We align our Global Impact Report to the guidelines of the Sustainability Accounting Standards Board (SASB) and the Task Force for Climate-Related Financial Disclosures (TCFD) recommendations for helping businesses disclose climate-related financial information. As we build on our global capabilities and diverse technologies, we have clear commitments and bold ambitions to shape a sustainable future within our Strategic Sustainability Framework and its three priority areas: Science for Circular, Science for Climate, and Science for Community. Within these pillars, we build partnerships, implement projects, and create processes that move us forward in the areas where we can make the greatest impact.

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In December 2022, 3M announced the exit of all PFAS manufacturing by end of 2025 and to work to discontinue use of PFAS across the product portfolio by end of 2025, positioning 3M for continued sustainable growth. With these two actions, 3M is committing to innovate toward a world less dependent upon PFAS.

Our robust governance framework includes oversight by our Board of Directors, which receives regular sustainability updates and reviews related risks as part of 3M’s enterprise risk management. The Science, Technology & Sustainability Committee of the Board of Directors has primary oversight responsibility of 3M’s sustainability and stewardship activities, including, among others, environmental and product stewardship efforts, environmental, health & safety, and legal and regulatory compliance. The company’s Environmental Responsibility and Sustainability Committee, comprising 3M top executive management, provides leadership, oversight and strategy for sustainability and develops and monitors adherence with related policies and procedures.

3M is a pay-for-performance company. Beginning in 2022, a new ESG modifier has been added to the formula used to calculate the annual incentive compensation earned by the Company’s senior executives. Amounts earned by them will be increased 10 percent of target, decreased 10 percent of target, or left unchanged based on the Compensation and Talent Committee’s assessment of 3M’s performance against a set of objective ESG metrics. For more information, see “Annual incentive — ESG Modifier” on page 72.

Board of Directors		●  Receives regular sustainability updates at Board meetings ●  Reviews sustainability-related risks as part of 3M’s enterprise risk program
Science, Technology & Sustainability Committee of the Board of Directors		●  Provides primary oversight of 3M’s sustainability and stewardship activities ●  Reviews 3M’s sustainability policies and program to identify and analyze significant sustainability, materials vulnerability and geopolitical issues that may impact 3M’s overall business strategy, global business continuity and financial results
Environmental Responsibility and Sustainability Committee		●  Provides leadership, oversight, and strategy to encourage and ensure sustainability opportunities are recognized ●  Develops and monitors adherence with strong sustainability-related policies and procedures ●  Includes 3M’s CEO, EVP & CFO & Transformation Officer, CTO & EVP Environmental Responsibility, Group President Enterprise Operations, EVP & Chief HR Officer, EVP & Chief Legal Affairs Officer, SVP & Chief Strategy Officer, and EVP Country Governance & Services
Chief Sustainability Officer		●  Leads 3M’s sustainability activities ●  Reports to the Environmental Responsibility and Sustainability Committee and other internal and external groups
Sustainability leaders in business groups, geographic areas, and enterprisewide		●  Drives Strategic Sustainability Framework priorities and initiatives consistent with the scope of their role ●  Leads customer relationships to solve shared global challenges

Through engagement with our Board of Directors, executive leadership team and business groups, our work across 3M’s Strategic Sustainability Framework is advancing progress towards our sustainability commitments and metrics.

To learn more on our sustainability strategy, priority areas, and progress, please visit www.3M.com/ESG.

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Our priority areas

Science for Circular Design solutions that do more with less material, advancing a global circular economy.

A circular economy does more with less, keeps products and materials in use, designs out waste and pollution, and regenerates natural systems. At the core is an opportunity to develop technologies and business models that are restorative and regenerative by design. At 3M, we see circular economy as an opportunity to inspire leadership, innovation and disruptive change, all driving impact for a more sustainable future. Goals ●  Reduce global water use by the following amounts: 10 percent by 2022, 20 percent by 2025, and 25 percent by 2030, indexed to sales.(1),(2) ●  For 3M’s global manufacturing operations, enhance the quality of water returned to the environment from industrial processes by 2030.(3),(4) Our initial focus is on implementing state of-the-art water purification technology at the largest water use locations globally and having them operational in 2024. ●  Engage 100 percent of water-stressed/scarce communities where 3M manufactures, on community-wide approaches to water management by 2025. ●  Drive supply chain sustainability through targeted raw material traceability and supplier performance assurance by 2025. ●  Reduce manufacturing waste by an additional 10 percent, indexed to sales by 2025. ●  Achieve zero landfill status at more than 30 percent of manufacturing sites by 2025. ●  Require a Sustainability Value Commitment (SVC) for every new product.(5) ●  Reduce dependence on virgin fossil-based plastic by 125 million pounds by 2025.(6)

Science for Climate Innovate to decarbonize industry, accelerate global climate change solutions and improve our environmental footprint.

At 3M, we support the global consensus set forth in the 2015 Paris Agreement and we are acting on the 2018 findings of the Special Report on Global Warming of 1.5°C by the Intergovernmental Panel on Climate Change into our goals, operations and actions. The global climate crisis impacts businesses, our communities and our families. We believe that by working together, we can drive necessary system change. We recognize the work to be done and are inspired by the opportunity to chart our collective path forward. Goals ●  Improve energy efficiency, indexed to net sales, by 30 percent by 2025. ●  Increase renewable energy to 50 percent of total electricity use by 2025 and to 100 percent by 2050. ●  Reduce Scope 1 and 2 market-based GHG emissions at least 50 percent by 2030, 80 percent by 2040 and achieve carbon neutrality in our operations by 2050.(2),(7) ●  Help our customers reduce their GHGs by 250 million tons of CO2 equivalent emissions through the use of 3M products by 2025.

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Science for Community Create a more positive world through science and inspire people to join us.

3M recognizes the crucial role of science in improving lives, protecting health and safety, and helping solve global challenges. We know we need new technologies, creative scientists, and evidence-based policies and decisions to drive impactful change. We recognize the importance of well-trained STEM graduates and the critical need for equitable access to STEM education and careers which drives us to advance diversity, equity, inclusion and social justice within our company and community. We believe in the power of science, sharing our expertise, and investing in the bright minds of tomorrow. Together we will lead and design a sustainable future for all. Goals ●  Invest cash and products for education, community, and environmental programs by 2025. ●  Double the pipeline of global diverse talent in management to build a diverse workforce by 2030.(8) ●  Provide 300,000 work hours of skills-based volunteerism by 3M employees to improve lives and help solve society’s toughest challenges by 2025.(9) ●  Provide training to five million people globally on worker and patient safety by 2025. ●  Invest $50 million to address racial opportunity gaps in the U.S. through workforce development and STEM education initiatives by 2025(6) ●  Double the representation of underrepresented groups from entry-level through management in our U.S. workforce.(10),(11),(12) ●  Double the representation of underrepresented groups in management positions in our U.S. workforce.(10),(11),(12) ●  Advance economic equity by creating 5 million unique STEM and skilled trades learning experiences for underrepresented individuals by the end of 2025(13) ●  Maintain or achieve 100 percent pay equity globally(12)

(1)	Expanded commitment from 10 percent between 2015 and 2025.
(2)	2019 will be the baseline measure year for these new commitments.
(3)	By improving the weighted average of priority constituents, including select metals, biochemical oxygen demand, chemical oxygen demand, cyanide compounds, fluoride, total nitrogen, oil and grease, PFAS, total dissolved solids, total suspended solids, sulfate, and others.
(4)	Water used by manufacturing or industrial processes, including all water use not defined as domestic (sanitary, cafeteria, etc.).
(5)	For projects passing a ‘gate’ in our new product commercialization process; an SVC describes how the product drives positive impact for our stakeholders in alignment with our Strategic Sustainability Framework.
(6)	Established in 2021.
(7)	Expanded 3M’s 2025 goal to stay below 50 percent of our 2002 baseline, meaning 3M’s 2030 Scope 1 and 2 emissions will now be reduced more than 85 percent from 2002 levels.
(8)	In 2021, 3M updated the goal maturity date to 2030 from 2025.
(9)	Goal was initiated in 2019. Skills-based volunteering is primarily delivered through the 3M Impact program.
(10)	Underrepresented groups in our 3M U.S. workforce include Black/African American and Hispanic/Latino employees.
(11)	2020 is the baseline measurement year.
(12)	Established in 2020 to drive trend and trajectory progress over time.
(13)	2021 is the baseline measurement year. 3M defines underrepresented individuals in the U.S. using National Science Foundation research. For global definitions, we rely on gender diversity and local context for marginalized populations.

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Board structure and processes

Board’s leadership structure

Our Corporate Governance Guidelines allow the independent directors flexibility to split or combine the Chairman and CEO responsibilities. The independent directors annually review our leadership structure to determine the structure that is in the best interest of 3M and its shareholders.

The Board’s current leadership structure is characterized by:

●	A combined Chairman of the Board and CEO;
●	A strong, independent, and highly experienced Lead Independent Director with well-defined responsibilities that support the Board’s oversight responsibilities;
●	A robust committee structure consisting entirely of independent directors with oversight of various types of risks; and
●	An engaged and independent Board.

The Board believes that this leadership structure provides independent board leadership and engagement while deriving the benefits of having our CEO also serve as Chairman of the Board. As the individual with primary responsibility for managing the Company’s day-to-day operations and with in-depth knowledge and understanding of the Company, the CEO is best positioned to chair regular Board meetings as the directors discuss key business and strategic issues. Coupled with the Lead Independent Director, this combined structure provides independent oversight while avoiding unnecessary confusion regarding the Board’s oversight responsibilities and the day-to-day management of business operations.

The Board believes that adopting a rigid policy on whether to separate or combine the positions of Chairman of the Board and CEO would inhibit the Board’s ability to provide for a leadership structure that would best serve shareholders. As a result, the Board has rejected adopting a policy permanently separating or combining the positions of Chairman and CEO in its Corporate Governance Guidelines, which are reviewed at least annually and available on our website at www.3M.com, under Investor Relations — Governance. Instead, the Board adopted an approach that allows it, in representing the shareholders’ best interests, to decide who should serve as Chairman or CEO, or both.

The Board believes that combining the roles of CEO and Chairman contributes to an efficient and effective Board. The Board believes that to drive change and continuous improvement within the Company, tempered by respect for 3M’s traditions and values, the CEO must have maximum authority. The CEO is primarily responsible for effectively leading significant change, improving operational efficiency, driving growth, managing the Company’s day-to-day business, managing the various risks facing the Company, and reinforcing the expectation for all employees of continuing to build on 3M’s century-old tradition of uncompromising integrity and doing business the right way.

The Board also believes that the Company’s corporate governance measures ensure that strong, independent directors continue to effectively oversee the Company’s management and key issues related to executive compensation, CEO evaluation and succession planning, strategy, risk, and integrity. The Corporate Governance Guidelines provide, in part, that:

●	Independent directors comprise a substantial majority of the Board;
●	Directors are elected annually by a majority vote in uncontested director elections;
●	Only independent directors serve on the Audit, Compensation and Talent, Nominating and Governance, and Science, Technology & Sustainability Committees;
●	The committee chairs establish their respective agendas;
●	The Board and committees may retain their own advisors;
●	Independent directors have complete access to management and employees;
●	Independent directors meet in executive session without the CEO or other employees during each regular Board meeting; and
●	The Board and each committee regularly conduct a self-evaluation to determine whether it and its committees function effectively.

The Board has also designated one of its members to serve as Lead Independent Director, with responsibilities that are similar to those typically performed by an independent chairman.

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Lead Independent Director

Since 2012, our Lead Independent Director has been Michael Eskew, a highly experienced director. He recently served on the boards of The Allstate Corporation, Eli Lilly and Company, and International Business Machines Corporation, and is the former Chairman and CEO of United Parcel Service, Inc. His responsibilities include, but are not limited to, the following:

●	Presides at all meetings of the Board at which the Chairman is conflicted or not present, including executive sessions of the independent directors;
●	Acts as a key liaison between the Chairman/CEO and the independent directors;
●	Approves the meeting agendas for the Board, and approves the meeting schedules to assure that there is sufficient time for preparation and discussion of all agenda items;
●	Has the authority to approve the materials to be delivered to the directors in advance of each Board meeting and provides feedback regarding the quality, quantity, and timeliness of those materials (this duty not only gives the Lead Director approval authority with respect to materials to be delivered to the directors in advance of each Board meeting but also provides a feedback mechanism so that the materials may be improved for future meetings);
●	Has the authority to call meetings of the independent directors;
●	Communicates Board member feedback to the Chairman/CEO (except that the chair of the Compensation and Talent Committee leads the discussion of the Chairman/CEO’s performance and communicates the Board’s evaluation of that performance to the Chairman/CEO);
●	If requested by major shareholders, ensures that he is available, when appropriate, for consultation and direct communication; and
●	Performs such other duties as requested by the independent directors.

Executive sessions

As an agenda item for every regularly scheduled Board and committee meeting, independent directors regularly meet in executive session, without the Chairman/CEO or other members of management present, to consider such matters as they deem appropriate. The Lead Independent Director presides over the Board’s executive sessions.

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Board committees

Board and committee information

The Board currently has the following standing committees: Audit; Compensation and Talent; Nominating and Governance; and Science, Technology & Sustainability. The current members of our committees, the principal functions of each committee, and the number of meetings held in 2022 are shown below. Each member is independent under our Director Independence Standards, as well as applicable Securities and Exchange Commission rules and NYSE listing standards.

Each committee has adopted, and annually reviews, a charter setting forth its roles and responsibilities. Those charters are available at www.3M.com > Investor Relations > Governance > Governance Documents > Committee Charters.

Board committee composition

Name of Non-employee Director		Audit		Compensation and Talent		Nominating and Governance		Science, Technology & Sustainability
Thomas “Tony” K. Brown
Anne H. Chow
Pamela J. Craig
David B. Dillon
Michael L. Eskew
James R. Fitterling
Amy E. Hood
Muhtar Kent
Suzan Kereere
Dambisa F. Moyo
Gregory R. Page
Pedro J. Pizarro

  Committee member       Chair

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Audit Committee          Meetings in 2022: 10
David B. Dillon  (chair)	Thomas “Tony” K. Brown	Pamela J. Craig*	Michael L. Eskew	Dambisa F. Moyo*	Pedro J. Pizarro**

The Board of Directors has determined that all Audit Committee members are “independent” and “financially literate” under the NYSE listing standards and that members of the Audit Committee received no compensation from the Company other than for service as a director.

The Board has also determined that the following Audit Committee members — David B. Dillon (chair), Pamela J. Craig, Michael L. Eskew, Dambisa F. Moyo, and Pedro J. Pizarro — have “accounting or related financial management expertise” under the NYSE listing standards and are “audit committee financial experts” as that term is defined by applicable Securities and Exchange Commission regulations.

Introduction

The Audit Committee assists the Board in its oversight of the integrity of the Company’s financial statements; compliance with legal and regulatory requirements; the qualifications, independence, and performance of the Company’s independent registered public accounting firm (Independent Accounting Firm); the performance of the Company’s internal auditing department; and the Company’s financial risk assessment and management; and furnishes a report for inclusion in the Company’s Proxy Statement.

Roles and Responsibilities

●  Reviews the Company’s annual audited and quarterly consolidated financial statements and internal controls over financial reporting; ●  Reviews the Company’s financial reporting process and internal controls over financial reporting, including any major issues regarding accounting principles and financial statement presentation, and critical accounting policies to be used in the consolidated financial statements; ●  Reviews and discusses with management and the Independent Accounting Firm the Company’s report on internal controls over financial reporting and the Independent Accounting Firm’s audit of internal controls over financial reporting; ●  Reviews earnings press releases prior to issuance; ●  Appoints, oversees, and approves compensation of the Independent Accounting Firm; ●  Reviews with the Independent Accounting Firm the scope of the annual audit, including fees and staffing, and approves all audit and permissible non-audit services provided by the Independent Accounting Firm; ●  Reviews findings and recommendations of the Independent Accounting Firm and management’s response to the recommendations of the Independent Accounting Firm; ●  Discusses policies with respect to risk assessment and risk management, the Company’s major risk exposures, and the steps management has taken to monitor and mitigate such exposures; ●  Periodically reviews the Company’s capital allocation and capital structure strategies, insurance coverage, funding for pension and other post-retirement benefit plans, and global tax planning; ●  Periodically reviews the Company’s global Treasury activities, including risks associated with cash investments, counterparties, and use of derivatives and other financial instruments for risk management purposes;

●  Periodically reviews and approves the Company’s use of swaps exemption pursuant to Dodd-Frank derivatives clearing policy; ●  Quarterly obtains reports from senior management, including the Chief Information Officer, regarding the progress on the phased implementation of the global enterprise resource planning system, information technology networks and systems, and the adequacy and effectiveness of the Company’s information security policies and internal controls regarding information security; ●  Periodically obtains reports from the Company’s senior internal auditing executive, who has direct reporting obligations to the Committee, on the annual audit plan, scope of work, and the results of internal audits and management’s response thereto; ●  Periodically obtains reports from the Company’s Chief Compliance Officer, who has direct reporting obligations to the Committee, on compliance with the Company’s Code of Conduct, and at least annually, on the implementation and effectiveness of the Company’s compliance and ethics program; ●  Reviews with the Company’s General Counsel legal matters that may have a material impact on the consolidated financial statements and any material reports or inquiries received from regulators or government agencies regarding compliance; and ●  Establishes procedures for (i) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters and periodically review with the Chief Compliance Officer and the Company’s senior internal auditing executive these procedures and any significant complaints received.

*	Until Ms. Craig’s and Ms. Moyo’s retirement in May 2023.	Financially literate	Financial expert
**	Effective February 9, 2023.

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Compensation and Talent Committee         Meetings in 2022: 5
Pamela J. Craig* (chair)	James R. Fitterling*	Anne H. Chow**	Michael L. Eskew	Amy E. Hood	Suzan Kereere	Gregory R. Page

The Board of Directors has determined that all Compensation and Talent Committee members are “independent” under the NYSE listing standards, including the listing standards applicable to compensation committee members.

The Board has also determined that each Compensation and Talent Committee member qualifies as a “Non-Employee Director” under Rule 16b-3 of the Exchange Act.

Introduction

The Compensation and Talent Committee reviews the Company’s compensation practices and policies, annually reviews and approves (subject to ratification by the independent directors of the Board) the compensation for the CEO, annually reviews and approves the compensation for the other senior executives, evaluates CEO performance, reviews and discusses with management of the Company the Compensation Discussion and Analysis prepared in accordance with the Securities and Exchange Commission’s disclosure rules for executive compensation, and furnishes a report for inclusion in the Company’s Proxy Statement.

Roles and Responsibilities

●  Reviews disclosures in the Company’s Proxy Statement regarding advisory votes on executive compensation and the frequency of such votes; ●  Approves the adoption, amendment, and termination of incentive compensation and deferred compensation programs for employees of the Company; ●  Approves the adoption, amendment, or termination of equity compensation programs or, if shareholder approval would be required, recommends such actions to the Board; ●  Approves, subject to ratification by the independent directors of the Board, employment agreements and severance arrangements for the CEO, as appropriate; ●  Approves employment agreements and severance arrangements for the senior executives of the Company (other than the CEO), as appropriate; ●  Oversees the administration of the Company’s stock and long-term incentive compensation programs, and determines the employees who receive awards and the size of their awards under such programs; ●  Approves the adoption and amendment of Company guidelines covering ownership of Company common stock by executives, and annually reviews compliance with these guidelines;

●  Reviews and makes recommendations to the Board of Directors concerning any amendment to a retirement benefit plan that would require Board approval; ●  Annually reviews a risk assessment of the Company’s compensation policies and practices for its employees; ●  Periodically reviews and discusses with the Company’s management matters relating to internal pay equity; ●  Reviews shareholder proposals relating to executive compensation matters and makes recommendations to the Board regarding responses; ●  Periodically reviews and discusses with management matters relating to talent sourcing, diversity, and retention strategies; talent development; internal pay equity; and equal employment opportunities; ●  Periodically reviews with the Chairman/CEO their assessment of the Company’s senior executives and succession plans relating to their positions; and ●  Has the authority to retain compensation consultants, counsel, or other advisors as it deems appropriate, including the authority to approve such advisors’ fees and retention terms.

The Committee may delegate its authority to subcommittees of one or more Committee members or to senior executives of the Company as it deems appropriate, subject to compliance with applicable laws, rules, regulations, and plan requirements. The Committee has delegated authority to the Company’s Chief Executive Officer and to its Executive Vice President and Chief Human Resources Officer, to grant certain stock-based awards to eligible, non-executive employees, subject to certain limits.

*	Ms. Craig will continue to serve on the committee until her retirement in May 2023. Mr. Fitterling is expected to become committee chair in connection with Ms. Craig’s retirement.
**	Effective February 9, 2023.

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Nominating and Governance Committee          Meetings in 2022: 6
Muhtar Kent* (chair)	Thomas “Tony” K. Brown*	David B. Dillon	Dambisa F. Moyo**

The Board of Directors has determined that all Nominating and Governance Committee members are “independent” under the NYSE listing standards.

Introduction

The Nominating and Governance Committee establishes the Board Membership Criteria, assists the Board by identifying individuals qualified to become Board members, recommends to the Board matters of corporate governance, facilitates the annual review of the performance of the Board and its committees, and periodically reviews CEO and management succession plans.

Roles and Responsibilities

●  Selects and recommends director candidates to the Board of Directors, in light of the Board Membership Criteria adopted by the Board, either to be submitted for election at the Annual Meeting or to fill any vacancies on the Board, including consideration of any shareholder nominees for director (submitted in accordance with the Company’s Bylaws); ●  Reviews and makes recommendations to the Board of Directors concerning the composition and size of the Board and its committees, the Board Membership Criteria, frequency of meetings, and changes in compensation for non-employee directors; ●  Reviews the Company’s Corporate Governance Guidelines at least annually, and recommends any proposed changes to the Board for approval; ●  Develops and recommends to the Board standards to be applied in making determinations on the types of relationships that constitute material relationships between the Company and a director for purposes of determining director independence;

●  Reviews and approves any transaction between the Company and any related person, which is required to be disclosed under the rules of the Securities and Exchange Commission; ●  Develops and recommends to the Board for its approval an annual self-assessment process of the Board and its committees and oversees the process; ●  Reviews periodically with the Chairman/CEO succession plans relating to positions held by elected corporate officers, and makes recommendations to the Board with respect to the selection of individuals to occupy these positions; ●  Periodically reviews the corporate contribution program (3Mgives) and the contribution activities of the 3M Foundation, which is funded by the Company; and ●  Periodically reviews the Company’s positions and engagement on important public policy, social responsibility, and corporate governance issues affecting its business, including political contributions by 3M and its Political Action Committee, and shareholder engagement.

*	Mr. Kent will continue to serve on the committee until his retirement in May 2023. Mr. Brown is expected to become committee chair in connection with Mr. Kent’s retirement.
**	Until Ms. Moyo’s retirement in May 2023.

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Science, Technology & Sustainability Committee          Meetings in 2022: 8
Gregory R. Page (chair)	Anne H. Chow*	Amy E. Hood	Muhtar Kent**

The Board of Directors has determined that all Science, Technology & Sustainability Committee members are “independent” under the NYSE listing standards.

Introduction

The responsibility of the Science, Technology & Sustainability Committee of the 3M Board of Directors is to oversee the twin demands of developing products to meet the ever-changing needs of our customers while ensuring that those products cause no harm to people or to our planet. The Science, Technology & Sustainability Committee is responsible for providing the general oversight of the significant scientific and technological aspects of 3M’s businesses and the Company’s sustainability and stewardship activities.

Roles and Responsibilities

●  Monitors and reviews the overall strategy, direction, and effectiveness of the Company’s research and development activities; ●  Reviews management’s strategy and allocation of resources for research and development activities, including product line extensions and new product platforms; ●  Reviews the Company’s policies and programs on sustainability; environmental and product stewardship; and environmental, health, and safety, including for compliance with all applicable laws and regulations;

●  Assists the Board in identifying and analyzing significant emerging science and technology, disruptive innovations, sustainability, materials vulnerability, and geopolitical issues that may impact the Company’s overall business strategy, global business continuity, and financial results; and ●  Annually reviews the Company’s sustainability report.

*	Effective February 9, 2023.
**	Until Mr. Kent’s retirement in May 2023.

Meeting attendance

During 2022, the Board of Directors held five regularly scheduled meetings and six special meetings. Overall attendance at Board and committee meetings was 93 percent. During 2022, all of our director nominees who were directors during 2022 attended at least 75 percent of all Board and committee meetings on which they served.

The Company has a long-standing policy that directors are expected to attend the Annual Meeting of Shareholders unless extenuating circumstances prevent them from attending. All directors who were members of the Board as of May 2022 attended last year’s Annual Meeting of Shareholders.

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Director compensation

Philosophy and Process

The Nominating and Governance Committee is responsible for reviewing and making recommendations to the Board regarding all changes to the compensation of our non-employee directors. The Board reviews the recommendations of the Nominating and Governance Committee and determines the form and amount of director compensation.

In developing its recommendations, the Nominating and Governance Committee is guided by the following goals:

●	Compensation should fairly pay directors for work required in a company of 3M’s size and complexity;
●	A significant portion of the total compensation should be paid in common stock (or common stock equivalents) to align directors’ interests with the long-term interests of shareholders; and
●	The structure of the compensation should be simple and transparent.

The Nominating and Governance Committee works with an independent compensation consultant to support its objectives of maintaining a reasonable and appropriate program. For 2022, Frederic W. Cook & Co., Inc. (FW Cook) provided the Nominating and Governance Committee with expert advice on the compensation of non-employee directors, in addition to analyzing market data on director compensation at the same peer group of companies approved by the Compensation and Talent Committee for evaluating Named Executive Officer compensation. Neither the Company nor the Nominating and Governance Committee has any arrangement with any other compensation consultant who has a role in determining or recommending the amount or form of director compensation. For more information on the peer group, see “Executive compensation peer group” on page 69.

Directors who are employees of the Company do not receive payment for their Board service.

Elements of annual compensation for non-employee directors

Our non-employee directors receive annual compensation, as summarized below, that is intended to approximate the peer-group median mix (cash vs. equity) and provide an overall target total direct compensation that is consistent with 3M’s size and market-capitalization value relative to its peers. To better align the interests of our directors with those of our shareholders, the annual stock retainer is subject to a rigorous hold-until-departure requirement. For more information on the peer group, please see the section entitled “Executive compensation peer group” on page 69 of this Proxy Statement.

In May 2022, the Nominating and Governance Committee considered a director compensation study prepared by FW Cook and recommended not to change the non-employee directors’ compensation arrangements, which the Board accepted.

	Abbreviations: AC = Audit Committee; STSC = Science, Technology & Sustainability Committee
*	Unless a director elects otherwise (see “Alternative Times and Forms of Payment” below), the annual cash retainer, annual Lead Director fee and annual Committee Chair fee are paid in cash on a quarterly basis, and the annual stock retainer is paid shortly after the Annual Meeting in deferred stock units (DSUs). All such cash fees are prorated based on the number of days of relevant service during the calendar quarter in which the fees are earned, and directors joining the Board after the Annual Meeting receive a prorated annual stock retainer.

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DSUs. Each DSU represents the right to receive one share of 3M common stock at a future date. For fees paid in DSUs, the number of units credited to the director’s recordkeeping account is determined by dividing the value of the fees to be paid by the closing price for a share of 3M common stock on the NYSE for the last trading day immediately preceding the earliest date such amount otherwise could have been paid to the director if taken on a current basis. The Company also credits the director’s account with an additional number of DSUs for each ordinary cash dividend paid on the shares of the Company’s common stock. Appropriate adjustments to the DSUs credited to each director’s account will be made for stock splits, stock dividends, spinoffs, mergers, consolidations, payments of dividends other than in cash, and similar circumstances affecting 3M common stock. Unless a different time or form of payment is elected (see “Alternative Times and Forms of Payment” below), the shares of 3M common stock underlying the DSUs will be distributed in a single lump sum during the month of January in the first year after the director leaves the Board.

Alternative Times and Forms of Payment. In lieu of receiving all or a portion of the annual stock retainer in DSUs, a director may elect to receive shares of 3M common stock on a current basis, but the net after-tax portion of such shares must be retained by the director until he or she leaves the Board. Similarly, in lieu of cash fees, a director may opt to receive 3M common shares, DSUs, or deferred cash. Directors also may elect to receive distribution of their deferred cash or settlement of their DSUs as follows:

●	a single lump sum during the month of January in the first or second year following the year in which they leave the Board; or
●	in a series of three, five, or ten annual installments beginning during the month of January in the first year after they leave the Board.

2022 director compensation table

The table below shows the amounts earned by our non-employee directors in 2022. As Ms. Chow and Mr. Pizarro joined the Board on February 9, 2023, they did not earn any director compensation during 2022.

Non-employee Director		Fees Earned or Paid in Cash ($)(3)		Stock Awards ($)(4)		All Other Compensation ($)(5)			Total ($)
Thomas “Tony” K. Brown		135,000		185,000		578			320,578
Pamela J. Craig(1)		152,778		185,000		5,622			343,400
David B. Dillon(1)		160,000		185,000		1,082			346,082
Michael L. Eskew(1)		175,000		185,000		6,351			366,352
James R. Fitterling		135,000		185,000		277			320,278
Herbert L. Henkel(2)		48,215		—		—			48,215
Amy E. Hood		135,000		185,000		1,096			321,096
Muhtar Kent(1)		155,000		185,000		1,098			341,098
Suzan Kereere(2)		130,000		231,123		756			361,880
Dambisa F. Moyo		135,000		185,000		1,021			321,021
Gregory R. Page(1)		160,000		185,000		1,027			346,027
Patricia A. Woertz(1),(2)		50,437		—		—			50,437

FOOTNOTES TO 2022 DIRECTOR COMPENSATION TABLE
(1)	Lead Director or Committee Chair during all or a portion of 2022.
(2)	Director compensation prorated according to effective date of election, appointment, or retirement: Ms. Kereere was appointed to the Board, effective February 10, 2022; Ms. Craig succeeded Ms. Woertz as Chair of the Compensation and Talent Committee, effective February 10, 2022; and each of Mr. Henkel and Ms. Woertz retired from the Board, effective May 10, 2022.
(3)	This column represents the amount of all fees earned or paid in cash for services as a director, including the annual cash retainer and the annual lead director and committee chair fees. With respect to Suzan Kereere, the amount shown also includes $10,000 for her services on a special committee. The table below shows the amount of cash compensation earned during 2022 that each director elected to receive in 3M common shares or DSUs and the number of shares or DSUs received, excluding adjustments for dividend equivalents. For more information concerning all 3M stock-based holdings of the directors, see “Security ownership of management” beginning on page 108.

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			Cash Fees Paid in Common Shares or DSUs at Director’s Election		3M Common Shares or DSUs Received
	Non-Employee Directors		($)		($)
	Thomas “Tony” K. Brown		—		—
	Pamela J. Craig		—		—
	David B. Dillon		—		—
	Michael L. Eskew		175,000		1,351
	James R. Fitterling		135,000		1,042
	Herbert L. Henkel		48,215		332
	Amy E. Hood		—		—
	Muhtar Kent		155,000		1,216
	Suzan Kereere		—		—
	Dambisa F. Moyo		—		—
	Gregory R. Page		—		—
	Patricia A. Woertz		50,437		348

(4)	This column represents the grant date fair value of the stock awards made in 2022, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation. In addition to the amount shown for the annual stock retainer each director received shortly following his or her election to the Board at the 2022 Annual Meeting, the amount shown for Ms. Kereere includes $46,123 attributable to the prorated annual stock retainer she received for her service to the Board from the date of her appointment through the date of the 2022 Annual Meeting.
	The Company does not grant stock options to non-employee directors. Since all stock awards vest on the grant date, there are no unvested stock awards outstanding at year end.
(5)	This column includes the incremental cost of complimentary products and matching gifts. Non-employee directors are eligible to participate in the Company’s matching gift program on the same terms as 3M employees. Under this program, the 3M Foundation will match up to $5,000 a year in contributions made by the director to eligible educational institutions and up to $1,000 a year in contributions by the director to eligible charitable organizations.

Reasonableness of non-employee director compensation

As described above, our philosophy on director compensation is to pay directors fairly for work required in a company of our size and complexity, provide a significant portion of the total compensation in the form of equity-based compensation to align directors’ interests with the long-term interests of our shareholders, and structure compensation in a simple and transparent manner. We believe that the application of this philosophy has resulted in a non-employee director compensation program that reflects best-in-class design with the following provisions:

●	Retainer-only compensation delivered in a combination of cash and stock-based awards with no fees for attending meetings that are an expected part of board service.
●	Additional retainers for special roles having greater responsibilities, such as Lead Director and committee chairs, to recognize the incremental additional time and effort required.
●	Equity delivered in the form of current or deferred full-value shares, where annual grants are based on a competitive fixed-value formula and immediate vesting helps avoid director entrenchment.
●	A requirement that directors hold until the end of their Board service all annual stock retainers earned on or after October 1, 2007, which includes net after-tax shares attributable to current payments and pre-tax shares attributable to deferrals.
●	Flexible voluntary deferral provisions.
●	No material benefits or perquisites.
●	Our 2016 Long-Term Incentive Plan, most recently approved by shareholders at the 2021 Annual Meeting, includes a $600,000 annual compensation limit on all forms of compensation for non-employee directors.

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Stock retention requirement

The Board requires each director to hold the net after-tax shares (or, if deferred, a number of DSUs equal to the number of pre-tax shares underlying the DSUs) attributable to all annual stock retainers earned on or after October 1, 2007, until the director leaves the Board. Information regarding accumulated stock and DSUs is set forth under “Security ownership of management” beginning on page 108.

Shares or DSUs issued to 3M’s directors as part of their annual stock retainer are subject to rigorous hold-until-departure requirements.

Prohibition of hedging, pledging, and other actions

The Company’s stock trading policies prohibit the Company’s directors and executive officers from (1) purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of the Company’s common stock, including prepaid variable forward contracts, equity swaps, collars, and exchange funds; (2) engaging in short sales related to the Company’s common stock; (3) placing standing orders; (4) maintaining margin accounts; and (5) pledging 3M securities as collateral for a loan. All discretionary transactions in 3M securities by directors and executive officers must be pre-cleared with the Company’s Legal Affairs department and conducted during approved trading windows.

●   No hedging ●   No short sales ●   No standing orders ●   No margin accounts ●   No pledging

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Proposal 2		Ratification of the Appointment of Independent Registered Public Accounting Firm for 2023
“FOR”		●  Ratify the appointment of PwC as 3M’s independent registered public accounting firm for 2023. ●  Based on its assessment of the qualifications and performance of PwC, the Audit Committee believes that it is in the best interests of the Company and its shareholders to retain PwC. Recommendation of the Audit Committee The Audit Committee of the Board of Directors unanimously recommends a vote “FOR” the ratification of the appointment of PwC as the Company’s independent registered public accounting firm for 2023. Proxies solicited by the Board of Directors will be voted “FOR” ratification unless a shareholder indicates otherwise in voting the proxy.

The Audit Committee is directly responsible for the appointment, compensation (including approval of all fees), retention, and oversight of the Company’s Independent Accounting Firm retained to perform the audit of our financial statements and our internal control over financial reporting.

The Audit Committee has appointed PwC to serve as 3M’s Independent Accounting Firm for 2023. PwC has been 3M’s Independent Accounting Firm since 1998. Prior to that, 3M’s Independent Accounting Firm was Coopers & Lybrand from 1975 until its merger with Price Waterhouse in 1998. In accordance with SEC rules and PwC policy, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide service to our Company. For lead and concurring audit partners, the maximum number of consecutive years of service in that capacity is five years. The process for selection of the Company’s lead audit partner pursuant to this rotation policy involves a meeting between the Chair of the Audit Committee and the candidate for the role, as well as discussion by the full Committee and with management.

The Audit Committee annually reviews PwC’s independence and performance in connection with the Audit Committee’s determination of whether to retain PwC or engage another firm as our Independent Accounting Firm. In the course of these reviews, the Audit Committee considers, among other things:

●	PwC’s historical and recent performance on the 3M audit, including input from those 3M employees with substantial contact with PwC throughout the year about PwC’s quality of service provided, and the independence, objectivity, and professional skepticism demonstrated throughout the engagement by PwC and its audit team;
●	an analysis of PwC’s known legal risks and significant proceedings;
●	external data relating to audit quality and performance, including recent Public Company Accounting Oversight Board reports on PwC and its peer firms;
●	PwC’s independence;
●	the appropriateness of PwC’s fees, on both an absolute basis and as compared to its peer firms;
●	PwC’s tenure as our independent auditor and its familiarity with our global operations and businesses, accounting policies and practices and internal control over financial reporting; and
●	PwC’s capability and expertise in handling the breadth and complexity of our global operations, including the Company’s phased implementation of an enterprise resource planning system on a worldwide basis over the next several years.

Based on this evaluation, the Audit Committee believes that PwC is independent and that it is in the best interests of the Company and our shareholders to retain PwC to serve as our Independent Accounting Firm for 2023.

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Audit Committee matters

We are asking our shareholders to ratify the selection of PwC as our Independent Accounting Firm for 2023. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of PwC to our shareholders for ratification as a matter of good corporate governance. If the selection of PwC is not ratified, the Audit Committee will consider whether it is appropriate to select another Independent Accounting Firm. Even if the selection is ratified, the Audit Committee may in its discretion select a different Independent Accounting Firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders.

PwC representatives are expected to attend the Annual Meeting where they will be available to respond to appropriate questions and, if they desire, to make a statement.

Audit Committee report

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. The management of the Company is responsible for (i) the preparation of complete and accurate annual and quarterly consolidated financial statements (financial statements) in accordance with generally accepted accounting principles in the United States, (ii) maintaining appropriate accounting and financial reporting principles and policies and internal controls designed to assure compliance with accounting standards and laws and regulations, and (iii) an assessment of the effectiveness of internal control over financial reporting. The Independent Accounting Firm is responsible for planning and conducting in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) an audit of the Company’s annual consolidated financial statements and a review of the Company’s quarterly financial statements and expressing opinions on the Company’s financial statements and internal control over financial reporting based on the integrated audits.

In this context, the Audit Committee has met and held discussions with management and the Independent Accounting Firm regarding the fair and complete presentation of the Company’s results and the assessment of the Company’s internal control over financial reporting. The Audit Committee has discussed significant accounting policies applied by the Company in its financial statements, as well as alternative treatments. Management has represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States, and the Audit Committee has reviewed and discussed the consolidated audited financial statements with management and the Independent Accounting Firm. The Audit Committee has discussed with the Independent Accounting Firm matters required to be discussed pursuant to the applicable requirements of the PCAOB and the Securities and Exchange Commission with Audit Committees.

In addition, the Audit Committee has reviewed and discussed with the Independent Accounting Firm the auditor’s independence from the Company and its management. As part of that review, the Audit Committee has received the written disclosures and the letters required by applicable requirements of the PCAOB regarding the Independent Accounting Firm’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed the Independent Accounting Firm’s independence from the Company.

The Audit Committee also has considered whether the Independent Accounting Firm’s provision of non-audit services to the Company is compatible with the auditor’s independence. The Audit Committee has concluded that the Independent Accounting Firm is independent from the Company and its management.

The Audit Committee has discussed with the Company’s Internal Audit Department and Independent Accounting Firm the overall scope of and plans for their respective audits. The Audit Committee meets with the Internal Auditor, Chief Compliance Officer, the General Counsel, and representatives of the Independent Accounting Firm in regular and executive sessions, to discuss the results of their examinations, the evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting and compliance programs.

In reliance on the reviews and discussions referred to above, the Audit Committee has recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, for filing with the Securities and Exchange Commission. Submitted by the Audit Committee

David B. Dillon, Chair

Thomas “Tony” K. Brown

Pamela J. Craig

Michael L. Eskew

Dambisa F. Moyo

Pedro J. Pizarro joined the Audit Committee after the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 was filed with the Securities and Exchange Commission and his name is therefore not included in the above report.

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Audit Committee policy on pre-approval of audit and permissible non-audit services of the independent accounting firm

The Audit Committee is responsible for appointing and overseeing the work of the Independent Accounting Firm. The Audit Committee has established a policy requiring its pre-approval of all audit and permissible non-audit services provided by the Independent Accounting Firm.

The policy identifies the guiding principles that must be considered by the Audit Committee in approving services to ensure that the Independent Accounting Firm’s independence is not impaired; describes the Audit, Audit-Related, Tax and All Other services that may be provided and the non-audit services that may not be performed; and sets forth the pre-approval requirements for all permitted services. The policy provides for the pre-approval of specific types of Audit, Audit-Related, Tax and Other services and a limited fee estimate range for such services on an annual basis. The policy also requires specific pre-approval of all permitted services not already included in the annual pre-approval. The Independent Accounting Firm is required to report periodically to the Audit Committee regarding the extent of services provided in accordance with their pre-approval and the fees for the services performed to date.

The Audit Committee’s policy delegates to its Chair the authority to address requests for pre-approval of services in certain limited circumstances between Audit Committee meetings. The chair, in his discretion, must either seek immediate approval by e-mail from the other Audit Committee members, or report any pre-approval decisions to the Audit Committee for its approval at its next scheduled meeting.

The Audit Committee may not delegate to management the Audit Committee’s responsibility to pre-approve permitted services of the Independent Accounting Firm.

All Audit, Audit-Related, Tax and All Other services described below were approved by the Audit Committee before services were rendered.

Fees of the independent accounting firm

The following table represents fees billed for professional services rendered by PwC for the audit of the Company’s consolidated financial statements for the years ended December 31, 2021 and 2022, and fees billed for other services rendered by PwC during those periods.

Audit and non-audit fees ($ in millions)

		2021				2022
Audit Fees		$	21.9			$	26.5
Audit-Related Fees			0.5				0.4
Tax Fees			0.5				0.3
All Other Fees			0.0				0.0
Total		$	22.9			$	27.2

In the above table, in accordance with SEC rules, “Audit” fees consisted of audit work and review services, as well as work generally only the independent registered public accounting firm can reasonably be expected to provide, such as statutory audits, comfort letters, consents, and review of documents filed with the Securities and Exchange Commission. In 2021 and 2022, these fees also included services related to the carve-out audit of the Food Safety business. In 2022, these fees also included services related to the carve-out audit of the Health Care business. “Audit-related” fees consisted principally of internal control and system audit procedures for periods prior to the rollout of the ERP system, agreed-upon procedures, employee benefit plan audits, and other attestation services. “Tax” fees consisted principally of tax compliance services in foreign jurisdictions, assistance with transfer pricing documentation, and advice on foreign and domestic tax related matters. “All Other” fees consist of licenses for accounting research software and other permissible services that do not fall into the three categories listed above.

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Audit Committee restrictions on hiring employees of the independent accounting firm

The Audit Committee has adopted restrictions on the hiring by the Company of any PwC partner, director, manager, staff, reviewing actuary, reviewing tax professional, and any other persons having responsibility for providing audit assurance on any aspect of PwC’s certification of the Company’s financial statements. Audit assurance includes all work that results in the expression of an opinion on financial statements, including audits of statutory accounts.

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Proposal 3		Advisory Approval of Executive Compensation
“FOR”		●  Approve, on an advisory basis, the compensation of our Named Executive Officers. ●  Our executive compensation program appropriately aligns our executives’ compensation with the performance of the Company and its business units as well as their individual performance. Recommendation of the Board The Board of Directors unanimously recommends a vote “FOR” this proposal for the reasons discussed below. Proxies solicited by the Board of Directors will be voted “FOR” this proposal unless a shareholder indicates otherwise in voting the proxy.

Section 14A of the Exchange Act provides our shareholders with the opportunity to approve, on an advisory basis, the compensation of the Named Executive Officers as described in this Proxy Statement. The Company has asked shareholders to vote on this type of proposal, known as a “say-on-pay” proposal, every year since 2011.

We believe that our executive compensation program is consistent with our core compensation principles and is structured to assure that those principles are implemented. At the Annual Meeting of Shareholders held on May 10, 2022, approximately 88 percent of the votes cast on this issue voted to approve the compensation of the Company’s named executive officers as disclosed in last year’s Proxy Statement. Although the vote was non-binding, the Compensation and Talent Committee believes this level of approval percentage indicates that our shareholders strongly support our core compensation principles and our executive compensation program.

Thus, the Company is submitting to shareholders the following resolution for their consideration and approval:

“RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (including in the Compensation Discussion and Analysis, the accompanying compensation tables and related narrative).”

We encourage you to read the entire Compensation Discussion and Analysis portion of this Proxy Statement to learn more about our executive compensation program and the impact that our financial performance has on the annual and long-term incentive compensation earned by our leadership team.

While the Board of Directors and the Compensation and Talent Committee intend to carefully consider the results of the voting on this proposal when making future decisions regarding executive compensation, the vote is not binding on the Company or the Board and is advisory in nature. The Company currently holds advisory votes on the compensation of named executive officers annually. Assuming that the Company’s shareholders vote in favor of maintaining the same frequency when voting on Proposal 4, the next such advisory vote is expected to occur at the 2024 Annual Meeting.

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Proposal 4		Advisory Approval on the Frequency of Advisory Votes on Executive Compensation
Every “1 year”		●  Approve, on an advisory basis, the frequency of advisory votes on the compensation of our named executive officers. Recommendation of the Board The Board of Directors unanimously recommends a vote in favor of conducting an advisory vote on executive compensation every “1 year.” Proxies solicited by the Board of Directors will be voted in favor of conducting an advisory vote on executive compensation every “1 year” unless a shareholder indicates otherwise in voting the proxy.

As required by Section 14A of the Exchange Act, the Company is providing its shareholders with the opportunity to cast an advisory vote on the frequency with which shareholders will be offered the opportunity to cast future advisory votes on the compensation of its named executive officers. Shareholders may choose from the following alternatives: 1 Year, 2 Years, 3 Years, or to abstain from voting on this proposal.

After careful consideration, the Board of Directors recommends annual (“1 Year”) advisory votes on the compensation of the Company’s executives. It continues to believe that annual votes will provide the clearest and most useful feedback from shareholders to the Company and the Compensation and Talent Committee in this important area and will confirm the Company’s commitment to frequent and transparent communications with investors.

Shareholders are not voting to approve or disapprove of the Board’s recommendation. Instead, shareholders have four choices with respect to this proposal: “1 Year,” “2 Years,” “3 Years,” or “Abstain.” For the reasons discussed above, we are asking our shareholders to vote for a frequency of “1 Year” when voting on this proposal.

While the Board of Directors and especially the Compensation and Talent Committee intend to carefully consider the results of the voting on this proposal, the vote is not binding on the Company or the Board and is advisory in nature.

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Compensation discussion and analysis 

This Compensation Discussion and Analysis describes 3M’s executive compensation program, explains how 3M’s Compensation and Talent Committee oversees and implements this program, and reviews the 2022 compensation for the executive officers identified below. Throughout this Compensation Discussion and Analysis and elsewhere in this Proxy Statement, we refer to this group of individuals as the “Named Executive Officers” or “NEOs.” The titles shown below reflect the position of each Named Executive Officer as of March 1, 2023.

Michael F. Roman Chairman of the Board and Chief Executive Officer		Monish Patolawala Executive Vice President, Chief Financial and Transformation Officer		Peter D. Gibbons Group President, Enterprise Operations		Jeffrey R. Lavers Group President, Consumer and Interim Group President, Health Care		Michael G. Vale Group President, Safety and Industrial		Mojdeh Poul(1) Former Group President, Health Care

(1)	Ms. Poul retired from employment with the Company, effective July 1, 2022.

See Appendix B to this Proxy Statement for the meaning of certain capitalized terms used throughout this Compensation Discussion and Analysis.

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Section I: Executive overview

2022 was a pivotal year for 3M. The Company took decisive actions that are foundational for our future, while maintaining an unwavering focus on the priorities of our shareholders, the needs of our customers, and our broader stakeholders.

Navigating macroeconomic challenges

The combination of ongoing litigation challenges together with significant external uncertainties, including inflation, supply chain disruptions, and slowing sales in key end-markets, impacted the Company’s total shareholder return performance. In response, the Company took action to address inflation through selling price actions, proactively managed costs as demand softened throughout the year, and continued to address litigation challenges. To address supply chain disruptions, we did what was necessary to serve customers and reduce cycle times. We also navigated COVID-related lockdowns in China, reached agreement with the Flemish government to restart operations in Zwijndrecht, and exited our Russian business.

Building a stronger, leaner, and a more focused 3M

In 2022, we delivered the following financial results:

●	Organic sales growth of 1.2 percent, which included a 2.0 percent headwind from the decline in disposable respirator demand and the Russia exit;
●	Adjusted EPS of $10.10;(1)
●	Adjusted free cash flow of $4.7 billion;(1)
●	Adjusted free cash flow conversion of 82 percent;(1)
●	Reduced total debt by $1.4 billion to strengthen our balance sheet; and
●	Returned $4.8 billion to shareholders through dividends and share repurchases.

We divested our Food Safety business, receiving approximately $1 billion in consideration and reducing our outstanding share count by 16 million. We continued to progress the spin-off of our Health Care business, which will create two world-class public companies, each better positioned to drive growth and value creation. We also simplified and streamlined our supply chain organization and advanced our digital strategies to better serve customers.

As always, we put 3M science to work to solve customer needs and continued to make progress against our sustainability commitments to support employee health, safety, and well-being — including new flexible work arrangements and investments in our factories — and to advance diversity, equity, and inclusion priorities throughout our organization and the communities we serve.

Executive compensation program aligned with shareholders

Despite many of our positive financial and strategic results during 2022, as previously mentioned, we also faced several business challenges relating to ongoing litigation and an extremely fluid global macroeconomic and geopolitical environment with slowing growth, inflation, and supply chain disruptions. 3M’s executive compensation program outcomes for 2022 reflected our slower than expected growth with pay realized by the Company’s executives in 2022 closely aligned with the experience of our shareholder.

●	The short-term incentive program paid out at 54 percent of target for our CEO and between 40.3 percent and 84.8 percent of target for our other Named Executive Officers;
●	The long-term performance shares for the 2020-2022 performance period were earned at 94.8 percent of target, which represented 84.4 percent of the initial target grant value after considering the change in market value of 3M’s common stock over the performance period and accounting for the dividend equivalents associated with earned performance shares; and
●	The Company’s 2022 performance also resulted in accruals significantly below target, at 6.8 percent and zero percent of target, for the 2022 performance year of the outstanding 2021 performance share awards (2021 – 2023 performance period, where 2022 performance is weighted 30 percent) and 2022 performance share awards (2022 – 2024 performance period, where 2022 performance is weighted 50 percent), respectively.

(1)	See Appendix A to this Proxy Statement for a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures.

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Performance metrics used in 3M’s 2022 annual and long-term incentive programs reflected sharpened focus on the Company’s performance against the operating plan, cash flow growth, inventory, and receivables performance to position us for the future. The Committee also approved a new ESG performance payout modifier for the 2022 annual incentive program to support progress toward 3M’s sustainability priorities and updated the benchmark used for the relative performance metric in the 2022-2024 long-term incentive program to improve alignment with 3M’s business portfolio.

As we enter 2023, we are taking decisive actions to streamline the organization and improve our manufacturing and supply chain operations. We are staying close to our customers and continuing to invest in innovation as we forge the foundation for 3M’s sustainable growth built on the strength of 3M’s people, industry-leading innovation, advanced manufacturing, global capabilities, and our iconic brands.

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Recent business accomplishments

Below are a few noteworthy accomplishments from January 1, 2022, through March 1, 2023.

Performance		●   2022 organic sales growth of 1.2 percent, $10.10 adjusted earnings per share, adjusted free cash flow of $4.7 billion with adjusted free cash flow conversion of 82 percent, while focusing on our customers and managing through an uncertain global macroeconomic and geopolitical environment* ●   Maintained strong spending discipline, addressed inflation through selling price actions, and drove operational improvements to address supply chain challenges		●   Strengthened the balance sheet providing financial flexibility, reduced total debt by $1.4 billion, while returning $4.8 billion to shareholders in 2022 via dividends and gross share repurchases ●   Over 105 consecutive years of paying dividends to shareholders and 65 consecutive years of ordinary dividend increases *      See Appendix A to this Proxy Statement for a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures.
Innovating for the future		●   Continued to innovate for customers and capitalize on growth, productivity, and sustainability opportunities ●   Invested $3.6 billion in the combination of research and development and capital expenditures to position 3M for the future, including investments focused on growth, productivity, and sustainability — particularly water and air stewardship ●   3M innovation reduced customer GHG emissions by helping avoid emitting over 121 million metric tons of CO2 equivalent. At the same time, reduced 54.2 million pounds of virgin fossil-based plastic use in products and packaging		●   Launched 139 new products across our four market-leading business groups ●   Awarded a total of 2,600 patents from patent offices around the world in 2022, including 562 patents granted to 3M by the United States Patent and Trademark Office, which brings to nearly 132,000 total patents awarded to 3M since our inception ●   Invested in projects to reduce water usage, install purification technology at largest water-using locations and return higher quality water to the environment after usage
Portfolio management		●   Announced the spin-off of our Health Care business with a focus on creating a leading global diversified healthcare company and a more focused 3M ●   Enhanced shareholder value through active portfolio management, including the divestiture of our Food Safety business, consumer skin care brands Neobun™ and Neoplast™ in Thailand, and floor care products business in Europe, and the acquisition of LeanTec’s technology assets to advance digital solutions for auto body shops ●   Prioritized investments in growth, productivity, and sustainability		●   Continued to invest in growth opportunities, aligned to global trends that take best advantage of 3M innovation, including in automotive electrification, industrial automation, biopharma processing, and home improvement ●   Following through on sustainability commitments: investing $1 billion over 20 years to accelerate air and water stewardship and plastics reduction goals ●   Committed to exit PFAS manufacturing by the end of 2025
Transforming 3M operating model		●   Advanced our business group-led operating model, including simplifying and streamlining our organization and further aligning to customers and go-to-market models for improved growth, operating agility, and accountability		●   Focused on transformation including adjusting our operations and supply chain structure to the changing economic realities and advancing our digital strategies to better serve customers and improve efficiency of operations
People and culture		●   Advanced diversity, equity, and inclusion within 3M and its communities with new investments and initiatives; issued annual diversity, equity, and inclusion report to strengthen accountability and transparency ●   Continued to focus on employee health, safety, and well-being, including new flexible work arrangements and factory investments		●   Honored by Ethisphere® Institute as one of “The World’s Most Ethical Companies®” for the 9th consecutive year ●   Recognized as one of the “25 incredible companies that are building the best workplace cultures in the world.” 3M also secured 15 National Best Workplaces™ Awards

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Elements of 2022 target total direct compensation

The table below shows how the 2022 target Total Direct Compensation of the Named Executive Officers was apportioned among base salary, annual incentives, performance share awards, stock options, and restricted stock units (RSUs), summarizes the rationale for providing and key characteristics of each such element, and lists the performance metrics, weightings, and modifiers used for annual and long-term incentives granted in 2022.

2022 Pay Elements(1)

2022 Performance

CEO

Other NEOs

Why It Is Provided

Key Characteristics

Metrics, Weightings, and Modifiers(2)

●    Compensate executives for their normal day-to-day responsibilities

●    Only component of compensation that is considered to be fixed rather than variable in nature

●    Motivate executives to stay focused on day-to-day operations by aligning a significant portion of Total Cash Compensation with the near-term financial performance of the Company and its business units

●    Performance metrics and goals approved by the Committee, which is comprised entirely of independent directors ●    Payouts based on performance against preestablished business objectives over a 12-month period ●    Payouts adjusted or left unchanged based on individual performance against preestablished goals and objectives and the Committee’s determination of 3M’s holistic performance against a set of preestablished objective ESG metrics ●    Payouts cannot exceed 200% of an executive’s weighted-average target annual incentive amount

●    Local Currency Sales (of 3M or a business unit, as applicable) vs. Plan (50%) ●    Operating Income (of 3M or a business unit, as applicable) vs. Plan (30%) ●    3M Operating Cash Flow Conversion vs. Plan (20%) ●    Individual performance multiplier (± 20%) ●    ESG modifier (± 10% of target)

Performance Shares

●    Motivate executives to focus on continuously improving performance in key financial metrics believed to drive long-term shareholder value ●    Retain executive talent

●    Performance metrics and goals approved by the Committee, which is comprised entirely of independent directors ●    Payouts based on performance against preestablished goals over three years ●    Maximum payout equal to 200% of the target number of performance shares ●    Cash-settled dividend equivalent rights that are payable only if the underlying shares are earned

●    Earnings per Share Growth (33.3%) ●    Free Cash Flow Growth (33.3%) ●    Relative Organic Sales Growth (33.3%)

Stock Options(3)

●    Motivate executives to build long-term shareholder value ●    Retain executive talent

●    Provide value only if stock price increases ●    Exercise price equal to the grant date closing price for a share of 3M common stock ●    Ratable three-year vesting schedule ●    Maximum term of 10 years

●    Vesting is based on continued service, while value of the options is based on stock price appreciation (100%)

Restricted Stock Units(3)

●    Motivate executives to build long-term shareholder value ●    Retain executive talent

●    Three-year “cliff” vesting schedule ●    Cash-settled dividend equivalent rights that are payable only if the underlying shares are earned

●    Vesting is based on continued service, while value of the RSUs is based on total shareholder return (100%)

(1)	Percentages shown reflect the apportionment (or, in the case of the percentages shown for the Other NEOs, the average

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	apportionment) of the components of target total direct compensation that are expected to be recurring. Such amounts do not reflect special items such as hiring bonuses, one-time make-whole and inducement awards granted in connection with the commencement of employment, or retention awards. The percentages shown for the Other NEOs also do not reflect items provided to Ms. Poul, who retired in 2022. If Ms. Poul had been included, the percentages shown would have been as follows: Base Salary — 16%; AIP — 16%; PSAs — 34%; Stock Options — 17%; and RSUs — 17%. Numbers may not add to 100 percent due to rounding.
(2)	In determining the level of achievement of the performance goals established under the AIP and the performance share awards for any given period, the costs, sales and impact on assets and liabilities from acquisitions are excluded in the year that the acquisition is completed. The Committee also makes other adjustments from time to time for special items that it believes are unrelated to the operational performance of the Company for the relevant measurement period (e.g., changes in tax laws or accounting principles, asset write-downs, the impact of restructurings, divestitures, or asset sales, unusual tax transactions, litigation or claim judgments and settlements, and other special items described in management’s discussion and analysis of financial conditions and results of operations appearing in the Company’s annual/quarterly report to shareholders for the applicable period). These adjustments can have either a positive or negative impact on award payouts.
(3)	For the Company’s CEO, the Committee chose to deliver 50 percent of the target grant value of his annual long-term incentive awards in the form of performance shares and the remaining 50 percent in the form of stock options. Each of the Company’s other executives was given an opportunity to indicate a preference to receive 50 percent of the target grant value of their annual long-term incentive awards in the form of RSUs, stock options, or an equal split of both stock options and RSUs. Regardless of an executive’s indicated preference, the remaining 50 percent of the target grant value of his or her 2022 annual long-term incentive awards was delivered in the form of performance shares. The percentages shown reflect the apportionment of stock options and RSUs based on the NEO’s 2022 elections (other than our CEO, who was not offered an opportunity to make an election).

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Paying for performance

One objective of our incentive compensation program is to align our Named Executive Officers’ real pay delivery with performance. The Company’s performance directly impacted incentive compensation pay outcomes for our Named Executive Officers as discussed below.

2022 annual incentive compensation

For the Named Executive Officers whose 2022 annual incentive compensation payout was calculated based on the Company’s overall performance, the payout (before any adjustment for individual performance) was 54.0 percent of the target amount. The payouts reflect the Committee’s view of our performance against the financial goals established for 2022, as shown below, and its decision not to increase or decrease the payouts using the ESG modifier.

All 2022 financial performance targets for the AIP were set at or above 2021 results. In approving these targets, the Committee considered 3M’s internal business plans, which were reviewed and approved by the Board and reflected external market conditions, continuing uncertainty related to the COVID-19 pandemic, and other items. The targets were intended to be challenging and provide a similar level of rigor as those established for past years in order to provide a consistent incentive compensation opportunity.

Dollar Amounts in Millions

(1)	See Appendix A for the calculation of Operating Income and Operating Cash Flow Conversion.

For more information concerning the calculation of the 2022 annual incentive payout for each Named Executive Officer, including the threshold, target, and maximum goals and attainments used to calculate the annual incentive payouts of the Named Executive Officers who are paid, in part, based on the performance of a business group, see “2022 AIP attainments and payouts” on page 75.

Performance share award payouts and accruals (long-term incentive compensation)

The three-year performance period for the 2020 performance share awards issued to the Named Executive Officers ended on December 31, 2022. Based on the financial results achieved during 2020 – 2022 and excluding dividend equivalents, the Named Executive Officers received 94.8 percent of the target performance shares subject to their 2020 performance share awards. After considering the change in the market value of 3M’s common stock over the three-year performance period and the additional shares delivered pursuant to the dividend equivalent rights granted as part of the 2020 performance share awards, the value of the total number of 3M shares delivered to the Named Executive Officers in settlement of these awards (determined using the closing price of a share of 3M common stock on the NYSE for December 31, 2022) equaled 84.4 percent of the initial target grant value approved by the Committee.

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When evaluating the payouts for these awards against the Company’s performance, it is important to keep in mind the weightings applied to each year (2020 — 50 percent; 2021 — 30 percent; and 2022 — 20 percent) and each metric (Relative Organic Volume Growth — 40 percent; Return on Invested Capital — 20 percent; Earnings per Share Growth — 20 percent; and Free Cash Flow Conversion — 20 percent). As illustrated in the charts below, the payout of 2020 performance share awards reflects the mixed results achieved during the performance period.

2020 performance share award results (2020-2022 performance period)

					Performance Levels		Payout Level (% of Target)		Performance Year and Weighting		Actual Result*		Actual Payout (% of Target)
Earnings Per Share Growth			Threshold**		4%		4%		Year 1 – 50%		–5.7%		0%
			Target		8%		20%		Year 2 – 30%		14.4%		12%
			Maximum		12%		40%		Year 3 – 20%		–0.2%		0%
Relative Organic Volume Growth			Threshold**		–1%		8%		Year 1 – 50%		2.6%		40%
			Target		0.5%		40%		Year 2 – 30%		0.1%		9.4%
			Maximum		2%		80%		Year 3 – 20%		–7.2%		0%
Return on Invested Capital			Threshold**		18%		4%		Year 1 – 50%		17.1%		0%
			Target		20%		20%		Year 2 – 30%		19.5%		4.8%
			Maximum		23%		40%		Year 3 – 20%		18.4%		1.5%
Free Cash Flow Conversion			Threshold**		95%		4%		Year 1 – 50%		132%		20%
			Target		100%		20%		Year 2 – 30%		101%		7.1%
			Maximum		105%		40%		Year 3 – 20%		82%		0%
Total													94.8%

*	Results reflect certain adjustments that the Committee believed were appropriate to better reflect the Company’s performance during the performance period. See Appendix A to this Proxy Statement for a reconciliation of earnings per share, free cash flow, and free cash flow conversion to our results for the most directly comparable financial measures as reported under GAAP, and the calculation of return on invested capital.
**	No payout is provided for below threshold performance.

The Company’s 2022 performance will also impact the payouts of the 2021 performance share awards and 2022 performance share awards, where the weighting of 2022 performance is 30 percent and 50 percent, respectively. To illustrate this point, the charts below show the percent of target performance shares accrued each year during the relevant performance period based on the Company’s performance.

Percent of target performance shares accrued by year*
(excluding dividend equivalents)

The final payout percentage for each performance share award equals the sum of the payout percentages for each year during the performance period based on the Company’s performance against the financial goals approved by the Committee at the beginning of the performance period.

*	Amounts shown reflect the percent of target shares accrued based on the performance results for the specified year. The sum of the percentages accrued for each year during the performance period may differ slightly from the final total payout reported due to rounding.

For more information concerning the overall status of the performance share awards that were outstanding on December 31, 2022, the metrics, goals and weightings for such awards, and the impact that the Company’s 2022 performance had on such awards, see “Status of outstanding performance share awards” and “Performance share accruals based on 2022 performance” beginning on pages 78 and 80, respectively.

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Impact of changes in stock price

The performance of 3M’s stock has a material impact on the amount of compensation realized by our Named Executive Officers. Our stock ownership guidelines also require covered executives, including the Named Executive Officers, to own amounts of Company stock having a value exceeding a specified multiple of their base salary. If the market price of 3M’s stock declines, so does the value of the stock they own. Similarly, all long-term incentives awarded to our Named Executive Officers are equity-based and therefore increase or decrease in value consistent with 3M’s total shareholder return or, in the case of stock options, the value of 3M’s common stock.

The stock and stock options held by our Named Executive Officers throughout 2022 decreased in value during the year as the closing price for a share of the Company’s common stock on the NYSE decreased from $177.63 on December 31, 2021, to $119.92 on December 30, 2022, at which time all outstanding stock options held by our Named Executive Offers were underwater. Likewise, the value of the performance shares and restricted stock units held by our Named Executive Officers throughout the year decreased consistent with the one-year total shareholder return for the Company’s stock.

The chart below shows how our CEO’s target Total Direct Compensation for each of the last three fiscal years compared to his realizable pay as of the end of each such year and demonstrates that our compensation programs have been working as the Committee intended to align our CEO’s realizable pay to the Company’s performance. Realizable pay provides a retrospective look at pay versus performance that reflects the intrinsic value of equity awards granted during the year.

Target Total Direct Compensation vs. Realizable CEO Compensation ($ millions)

Amounts reflected in the realizable compensation figures shown in the chart above reflect (a) base salary earned during the year specified; (b) annual incentive compensation earned during the year specified; (c) the intrinsic value of all stock options granted to our CEO during the year specified, as determined using the closing price for a share of 3M common stock on the NYSE for December 30, 2022 ($119.92); and (d) the intrinsic value of performance share awards (including the related dividend equivalents) granted to our CEO during the year specified, as determined based on actual performance results for years 2020 through 2022, assuming target performance for years after 2022, and using the closing price for a share of 3M common stock on the NYSE for December 30, 2022 ($119.92). These amounts do not correspond to amounts reported in the Summary Compensation Table for the applicable fiscal year.

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Say-on-pay results

3M has a history of strong say-on-pay results. As it has in past years, the Committee will consider the results of this year’s say-on-pay proposal, as well as feedback from our shareholders, when making future executive compensation decisions. For information concerning our investor outreach efforts, see “Shareholder outreach and engagement” on page 11.

3-year average votes cast in favor of say-on-pay proposal

Recent noteworthy compensation program actions

Since January 1, 2022, the Committee took the noteworthy actions described below as part of the Company’s executive compensation program.

●	Effective for the 2022 annual incentive compensation program offered to eligible employees, updated the metrics and weightings with the intent of sharpening focus on performance against the operating plan, prioritizing operating cash flow conversion as a key driver of operating value, and enhancing focus on inventory and receivables performance. For more information about the new design, see “Annual incentive” on page 71.
●	Added a new ESG modifier to the formula used to calculate the annual incentive compensation earned by the Company’s senior executives, including our Named Executive Officers. Beginning in 2022, amounts earned by the Company’s senior executives may be increased 10 percent of target, decreased 10 percent of target, or left unchanged based on the Committee’s assessment of 3M’s performance against a selection of pre-set objective ESG goals. For more information about the new ESG modifier, see “Annual incentive — ESG Modifier” on page 72.
●	Effective for grants made to executives in 2022, updated the metrics, weightings, and certain other aspects of the Company’s performance share awards. The changes generally are intended to strengthen the link to value creation for 3M in the current environment and better align the macro benchmark used as the basis of the relative metric with 3M’s business portfolio. For more information, see “Long-term incentives — 2022 performance share awards” on page 72.
●	Beginning with the annual grants made in 2022, increased (from 25 percent to 50 percent) the portion of the target grant value that the Company’s executives (other than our CEO) may ask to receive in the form of stock options, restricted stock units, or a combination of both. Regardless of an executive’s indicated preference, the remaining 50 percent of the target grant value of his or her 2022 annual long-term incentive awards was delivered in the form of performance shares.
●	Effective August 11, 2022, amended the Executive Severance Plan to cap at target the amount of any payment under the Annual Incentive Plan that relates to the period following the participant’s termination of employment.

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Compensation policies and practices

Our compensation program is designed to provide appropriate performance incentives and avoid compensation practices that do not promote the interests of our shareholders.

	We do			We do not
	Maintain strong alignment between corporate performance and executive officer compensation by having a majority of Total Direct Compensation consist of performance-based compensation.   Conduct an annual assessment for the purpose of identifying and mitigating significant economic and reputational risks in the design of our incentive compensation programs.   Have a comprehensive clawback policy that covers both cash and equity compensation and includes provisions addressing reputational and financial risk as well as risk management failures.   Maintain a long-term incentive plan that provides for forfeiture of awards if an employee engages in misconduct.   Use an independent compensation consultant retained by, and reporting directly to, the Committee.   Limit the number and amount of executive perquisites.   Prohibit our executive officers from hedging or pledging 3M common stock.   Maintain robust stock ownership guidelines for executive officers.   Conduct competitive benchmarking to align executive compensation with the market.			Have employment or change in control agreements with any of our executive officers.   Provide tax gross ups on executive perquisites, other than for taxable relocation benefits.   Have agreements that would provide automatic “single-trigger” accelerated vesting of equity compensation or excise tax gross-up payments to any of our executive officers upon a change in control.   Pay dividends or dividend equivalents on unearned equity awards.   Reprice stock options without the approval of 3M shareholders, except for “anti-dilution” adjustments (such as adjustments in connection with a stock split, spinoff, etc.).

Section II: How we determine executive compensation

Principles

The Company maintains global compensation principles that are intended to ensure that our compensation practices are fair and reasonable as applied to both executive and non-executive employees. These principles align with the Company’s vision and strategies, balance both individual and enterprise performance, and seek to provide wages and benefits that are competitive in the most-relevant markets to employees based on roles, responsibilities, skills, and performance.

With respect to 3M’s executive compensation program, we use the following core principles, which are intended to support our pay-for-performance philosophy: 

●	Total Direct Compensation should be competitive to attract the best talent to 3M, motivate executives to perform at their highest levels, reward individual contributions that improve the Company’s ability to deliver outstanding performance, and retain those executives with the leadership abilities and skills necessary for building long-term shareholder value;
●	The portion of Total Direct Compensation that is at-risk and performance-based should increase with the level of an individual’s responsibility;
●	The program should balance incentives for delivering outstanding long-term, sustainable performance against the potential to encourage inappropriate risk-taking;
●	The metrics and targets for earning performance-based incentives should be consistent with, and aligned to, increasing shareholder value over the long term; and
●	A significant portion of each executive’s personal net worth should be tied to the value of 3M common stock as further motivation to build long-term shareholder value and mitigate the risk of inappropriate risk-taking.

To monitor and support the effectiveness of this program, the Committee periodically reviews the compensation principles used for setting target annual Total Cash Compensation for the Company’s global workforce and approves the methodology for determining annual long-term incentive target grant values for employees eligible to receive such awards. The Company also periodically compares its pay components to those of other premier companies and adjusts them as necessary to stay competitive and attract, retain, and motivate a highly qualified, diverse workforce at all levels throughout the organization, not just for its executives.

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Roles and responsibilities

The Company believes that a collaborative process best ensures that compensation decisions reflect the principles of our executive compensation program. Set forth below is a summary of the roles and responsibilities of the key participants that were involved in making decisions relating to the compensation that our Named Executive Officers earned in 2022.

Responsible Party		Primary Roles and Responsibilities Relating to Compensation Decisions
Compensation and Talent Committee (Composed solely of independent, non-employee directors and reports to the Board)		●   Reviews the design of, and risks associated with, the Company’s compensation policies and practices; ●   Approves the compensation of our Chief Executive Officer, subject to ratification by the independent members of the Board of Directors; ●   Approves the compensation of our other Named Executive Officers; ●   Approves the performance metrics, goals, modifiers, payout slopes, and other elements used in the performance-based long-term and short-term incentive compensation arrangements of our executive officers; ●   Approves annual performance goals and objectives for our Chief Executive Officer; ●   Conducts an annual evaluation of our Chief Executive Officer’s performance and reviews such evaluation with the independent members of the Board of Directors; and ●   Approves all changes to the composition of the executive compensation peer group.
Independent Non-employee Members of the Board of Directors		●   Considers the Committee’s annual evaluation of our Chief Executive Officer’s performance; and ●   Considers the Committee’s actions regarding the compensation of our Chief Executive Officer and, if deemed appropriate, ratifies such actions.
Independent Consultant to the Compensation and Talent Committee* (FW Cook)		●   Provides the Committee with advice regarding the design of all elements of the Company’s executive compensation program; ●   Reviews and provides an assessment of the material economic and reputational risks associated with the Company’s incentive compensation programs; ●   Reviews and provides an independent assessment of materials provided to the Committee by management of the Company; ●   Provides advice and recommendations to the Committee regarding the composition of compensation peer groups; ●   Provides expert knowledge of regulatory developments, marketplace trends, and best practices relating to executive compensation and competitive pay levels; ●   Makes recommendations regarding the compensation of the Named Executive Officers (including our Chief Executive Officer); and ●   Regularly attends and actively participates in meetings of the Committee, including executive sessions.
Chief Executive Officer (Assisted by our Executive Vice President and Chief Human Resources Officer and other Company employees)		●   Approves annual performance goals and objectives for the Named Executive Officers (other than himself); ●   Conducts an annual performance evaluation for each of the Named Executive Officers (other than himself) and presents the results to the Committee; and ●   Makes recommendations to the Committee with respect to the compensation of the Named Executive Officers (other than himself) based on the final assessment of their performance.

*

During 2022, the Committee was assisted by its independent compensation consultant, FW Cook. Other than the support that it provided to the Committee, FW Cook provided no other services to the Company or 3M management, except for independent advisory support to the Nominating and Governance Committee on the compensation of 3M’s non-employee directors so that valuation methodologies and peer groups are consistent with those used for executives and other employees. During the year, the Committee considered an evaluation of the independence of FW Cook based on the relevant regulations of the Securities and Exchange Commission and the NYSE listing standards. The Committee concluded that the services performed by FW Cook did not raise any noteworthy conflicts of interest.

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Use of market data

We compete for executive talent in a global market. To ensure that we are providing Total Direct Compensation that is competitive, the Committee annually considers the available pay data of two peer groups: an executive compensation peer group and a survey peer group.

Executive compensation peer group

For 2022, the executive compensation peer group consisted of the companies identified below (which remained the same as in the previous year), as recommended by the Committee’s independent compensation consultant and approved by the Committee. The companies in this executive compensation peer group were selected because (1) their performance was monitored regularly by the same market analysts who monitor the performance of 3M (investment peers) and they are considered major business-segment competitors used internally for performance comparisons, or (2) they met certain criteria based on similarity of their business, market capitalization (based on an eight-quarter rolling average), annual revenues, and/or Midwest corporate headquarters, and compete with 3M for capital or talent.

(Dollars in millions)

(1)	All data shown was obtained from Standard & Poor’s Capital IQ. Revenues are stated in millions for the latest four quarters disclosed as of February 28, 2023. Market Capitalizations are stated in millions as of February 28, 2023.

The Committee, with assistance from its independent compensation consultant, periodically reviews the composition of the executive compensation peer group to determine whether any changes are appropriate. Following its review in August 2022, the Committee determined that no changes were needed at that time.

The Company receives market surveys with pay data and information on the executive compensation practices at the companies in 3M’s executive compensation peer group from Aon plc.

Survey peer group

For 2022, there were approximately 350 comparator companies in the survey peer group. Although the number and identity of the companies varies from year to year and from survey to survey, each of the companies included in the survey peer group had annual revenue exceeding $10 billion. All companies in the survey peer group also participate in one or more executive compensation surveys obtained from three consulting firms: Aon plc, FW Cook, and Willis Towers Watson plc. Pay data for the survey peer group is statistically regressed (based on annual revenues) to recognize

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the different sizes of the comparator companies as compared to the size of 3M. The pay data for the survey peer group is then used to assess the reasonableness of the executive compensation peer group data received, helping to ensure that the Company’s compensation objectives are being met. The Committee does not review the identity of the companies in the survey peer group.

How the Committee establishes target compensation levels

The Committee considers pay data from the executive compensation peer group as one of several reference points it uses to inform its decisions about overall compensation opportunities and specific compensation elements. The Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the Peer Groups or the broader United States market. The Committee instead applies informed judgment in establishing targeted pay levels for the Named Executive Officers, considering pay data from the executive compensation peer group and other factors, such as:

●	the breadth and complexity of the executive’s duties and responsibilities;
●	the quality of the executive’s leadership;
●	the financial and operational performance of the business activities for which the executive is responsible;
●	the executive’s ability to successfully achieve assigned goals related to company culture;
●	the annual performance evaluation that Mr. Roman, assisted by 3M’s Executive Vice President and Chief Human Resources Officer and other Company employees, completes for each Named Executive Officer (other than himself) and the annual performance evaluation that the Committee completes for Mr. Roman;
●	the executive’s ability to successfully achieve assigned goals related to environmental, social, and governance matters, including sustainability goals;
●	the executive’s performance rating for the prior year;
●	experience and time in their current position (or other positions with comparable duties and responsibilities); and
●	internal pay equity.

The Committee also uses information on the executive compensation practices at companies in the executive compensation peer group when considering design changes to the Company’s executive compensation program. Overall, the Company believes that use of this information from the Peer Groups enables the Committee to create better alignment between executive pay and performance and to help ensure that 3M can attract and retain high-performing executive leaders.

Section III: Overview of compensation program design

Target total direct compensation mix for 2022

The illustrations below show how the 2022 target Total Direct Compensation of our CEO and other Named Executive Officers was apportioned among base salary, annual incentives, performance share awards, restricted stock units, and stock options. To provide a better representation of the intended mix of annual compensation provided to the Named Executive Officers, the percentages shown below do not take into consideration non-recurring special items such as one-time make-whole and inducement awards granted in connection with the commencement of employment or retention awards.

 

Abbreviations: AIP = annual incentive pay; PSAs = performance share awards; RSUs = restricted stock units.

*

Amounts shown reflect the average apportionment for all Named Executive Officers other than Mr. Roman and Ms. Poul. If Ms. Poul had been included, the percentages shown would have been as follows: Base Salary — 16%; AIP — 16%; PSAs — 34%; Stock Options — 17%; and RSUs — 17%. Numbers may not add to 100 percent due to rounding.

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Annual incentive

3M provides its executives with an opportunity to earn annual incentive compensation under the 3M Annual Incentive Plan, which we refer to as the “AIP.” Participation in the AIP is intended to align a significant portion of participants’ Total Cash Compensation with the near-term financial performance of the Company and its business units. Each executive is assigned a target amount of annual incentive compensation as part of his or her target Total Cash Compensation, but the actual amount paid under the AIP depends on the financial performance of 3M and its relevant business units and the executive’s individual performance, in each case, measured against preestablished goals and objectives.

New AIP design for 2022. In consultation with its independent compensation consultant and following discussions with management of the Company, the Committee approved significant changes to the design of the AIP offered to the Company’s executive officers in 2022 by:

●	replacing the business unit and total 3M economic profit metrics with new metrics tied to business unit Operating Income and total 3M Operating Cash Flow Conversion to sharpen focus on performance against the operating plan, prioritize Operating Cash Flow Conversion as a key driver of operating value, and enhance focus on inventory and receivables performance as key contributors to cash;
●	updating the weightings to place a stronger emphasis on items within the control of the business units and improve alignment with market practices; and
●	adding a modifier to incentivize the executive team to exceed the Committee’s expectations on progress toward our ESG goals and hold them accountable when they fall short of the Committee’s expectations.

Basic calculation. For 2022, the amount a participant earned under the AIP was calculated using the formula shown below.

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Business performance factor. The business performance factor is determined based on the performance of 3M and, in some cases, the business unit(s) for which each Named Executive Officer had responsibility throughout the year against three metrics, as indicated in the table below.			The 2022 performance target for each metric and business unit shown was set at or above 2021 results.

Performance Metric				Local Currency Sales vs. Plan		Operating Income vs. Plan		Operating Cash Flow Conversion vs. Plan
Weighting
Business Unit Used to Calculate Business Performance Factor		Mr. Roman		3M Worldwide		3M Worldwide		3M Worldwide
		Mr. Patolawala		3M Worldwide		3M Worldwide		3M Worldwide
		Mr. Gibbons		3M Worldwide		3M Worldwide		3M Worldwide
		Mr. Lavers		Consumer & 3M		Consumer & 3M		3M Worldwide
				Worldwide		Worldwide
		Mr. Vale		Safety and Industrial		Safety and Industrial		3M Worldwide
		Ms. Poul		Health Care		Health Care		3M Worldwide

Individual performance multiplier. The amount of annual incentive compensation paid to an eligible employee may be increased, decreased, or left unchanged depending on his or her performance during the year. When determining the individual performance multipliers to be used for the Named Executive Officers, the Committee considers the individual performance of the Named Executive Officers using the performance evaluations described under “How the Committee establishes target compensation levels” on page 70.

ESG Modifier. Amounts earned by senior executives may be increased by 10 percent of target, decreased by 10 percent of target, or left unchanged based on the Committee’s determination of 3M’s holistic performance against a set of preestablished, objective ESG metrics (referred to as the “ESG Scorecard”). For 2022, the metrics included on the ESG Scorecard related to the Company’s carbon and water commitments; operational improvements in the area of environment, health, and safety; progress on key social measures; and on-time completion of required ethics and compliance training.

Long-term incentives

In order to improve alignment with the Company’s practices for non-executive employees and mitigate potential retention challenges associated with pay delivery, the Committee increased (from 25 percent to 50 percent) the portion of the target grant value that the Company’s executives (other than our CEO) may ask to receive in the form of RSUs, stock options, or an equal split of both stock options and RSUs. Regardless of an executive’s indicated preference, the remaining 50 percent of the target grant value of his or her 2022 annual long-term incentive awards was delivered in the form of performance shares. For the Company’s CEO, the Committee chose to deliver 50 percent of the target grant value of his annual long-term incentive awards in the form of performance shares and the remaining 50 percent in the form of stock options. The terms of the 2022 performance share awards, 2022 stock options, and 2022 restricted stock units are described in detail below.

In limited circumstances, our Named Executive Officers also may receive other equity awards on an ad hoc basis as new hires or for recognition and retention, promotions, or other purposes. For additional information about a special restricted stock unit award granted to Mr. Lavers in July 2022 in connection with a significant expansion of his duties and responsibilities and as a further incentive for Mr. Lavers to remain with the Company, see “Section V: 2022 compensation decisions and performance highlights — Jeffrey R. Lavers — Compensation Decisions” on page 84.

2022 performance share awards

In consultation with its independent compensation consultant and following discussions with management of the Company, the Committee approved significant changes to the design of the performance shares awarded in 2022 by:

●	replacing the Free Cash Flow Conversion metric with a Free Cash Flow Growth metric that is intended to strengthen the link to shareholder returns by measuring cash flow improvement;
●	replacing the Relative Organic Volume Growth metric with a Relative Organic Sales Growth metric that is intended to enhance alignment with the Company’s operating plan and external guidance;

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●	eliminating the Return on Invested Capital metric in order to place greater emphasis on other metrics that are believed to have a stronger link to value creation for 3M in the current environment; and
●	changing the benchmark used for the relative metric (from the Worldwide IPI to a weighted blend of the Worldwide IPI and the Worldwide GDP for the relevant period) in order to improve alignment of the macro benchmark with 3M’s business portfolio.

Performance shares awarded in 2022 will result in the issuance of actual shares of 3M common stock to 3M’s Named Executive Officers if the Company achieves certain financial goals over the years 2022, 2023, and 2024. The number of shares of 3M common stock that will be issued for each 2022 performance share is linked to the Company’s performance as measured by the equally weighted criteria of Earnings per Share Growth, Relative Organic Sales Growth, and Free Cash Flow Growth. These performance criteria were selected because they are aligned with 3M’s operating plan and the financial objectives communicated to shareholders, and the Committee believes that they are important drivers of long-term shareholder value. Attainment of these three independent performance criteria is measured separately for each calendar year during the three-year measurement period, with each year weighted as follows: 2022 — 50 percent; 2023 — 30 percent; and 2024 — 20 percent. However, the targets against which the Company’s performance is measured over the course of the three-year performance period are fixed at the time the grant is awarded, subject to adjustments only in limited circumstances (such as a stock split, spinoff, etc.).

The actual number of shares of 3M common stock that will be delivered at the end of the three-year performance period ending on December 31, 2024, may be anywhere from 0 percent to 200 percent of the target number of performance shares awarded, depending on the performance of the Company over the course of the performance period. However, an executive may forfeit all or a portion of such shares if he or she does not remain employed by the Company throughout the three-year performance period. Each performance share award also includes cash-settled dividend equivalent rights that are payable only on the final number of shares earned.

For awards tied to the achievement of performance goals over the years 2022, 2023, and 2024, the Committee approved the targets shown below for determining the number of shares of 3M common stock to be delivered for each target performance share awarded, with the total number of shares actually delivered being the sum of the number of shares earned as a result of the Company’s achievement of each of the three financial goals. If the Company’s performance as measured by any of these performance criteria falls between any of the percentages listed below, the number of shares of 3M common stock earned will be determined by linear interpolation.

2022 Performance Share Award Targets					2022 Performance Levels*		2023-2024 Performance Levels*		Payout Level (% of Target)
Earnings Per Share Growth			Threshold**		1%		3%		6 2/3%
			Target		4%		6%		33 1/3%
			Maximum		7%		9%		66 2/3%
Relative Organic Sales Growth			Threshold**		–1.5%		–1.5%		6 2/3%
			Target		0.0%		0.0%		33 1/3%
			Maximum		1.5%		1.5%		66 2/3%
Free Cash Flow Growth			Threshold**		-7%		3%		6 2/3%
			Target		-4%		6%		33 1/3%
			Maximum		-1%		9%		66 2/3%

*

After considering the Company’s 2022 operating plan and its long-term strategic plan, the Committee decided to set the threshold, target, and maximum goals as shown based on expectations for each year, with certain goals being set higher for 2023 and 2024. The Committee believes all of the goals were set consistent with, and aligned to, the Company’s strategic priorities and its objective of increasing shareholder value over the long term. The 2022 Free Cash Flow Growth target was set below 2021 results due to an anticipated increase in capital expenditures for growth and sustainability investments and the cash impact from capitalization of research and development for U.S. tax purposes. The 2023-2024 Free Cash Flow Growth target was set at a higher level, reflecting expectations for a stronger macroeconomic environment. Each of the targets was intended to be challenging and provide a similar level of rigor as those established for past years in order to provide a consistent incentive compensation opportunity.

**

No payout is provided for below threshold performance.

The above targets are not a prediction of how 3M will perform during the years 2022 through 2024 or any other period in the future. The sole purpose of these formulas, which were approved by the Committee at the time the awards were granted, is to establish a method for determining the number of shares of 3M common stock to be delivered for the performance share awards described above. 3M is not providing any guidance, nor updating any prior guidance, of its future performance with the disclosure of these formulas, and you are cautioned not to rely on these formulas as a prediction of 3M’s future performance.

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2022 stock options

Stock options granted to the Named Executive Officers in 2022 as part of their annual long-term incentive compensation have the following features:

●	an exercise price equal to the closing price of a share of 3M common stock on the NYSE for the date of grant;
●	a ratable three-year vesting schedule; and
●	a maximum term of 10 years.

2022 restricted stock units

Restricted stock unit awards granted to the Named Executive Officers in 2022 as part of their annual long-term incentive compensation have the following features:

●	a three-year “cliff” vesting schedule; and
●	cash-settled dividend equivalent rights that are payable only if the underlying shares are earned.

Benefits and perquisites

The Company’s Named Executive Officers participate in the same health care, disability, life insurance, pension, and 401(k) benefit plans available to most of the Company’s U.S. employees. They also are eligible to receive certain additional benefits and perquisites that are provided for the executives’ convenience (relocation assistance for moves required by 3M, financial planning assistance, and meals when attending to 3M business, for example), financial security (nonqualified deferred compensation plans and additional group term life insurance coverage, for example), personal security (home security equipment/monitoring, for example) or personal health (on-site exercise facilities and physical exams, for example). Our Named Executive Officers and other employees also may receive Company tickets for sporting or other events. The Company believes that the benefits and perquisites offered generally are similar to those of our peers and assist in attracting and retaining executives. In some cases, there is no incremental cost to the Company associated with providing these additional benefits and perquisites (physical exams and certain tickets to events, for example) or the executives pay all or a substantial portion of the incremental costs incurred by the Company (on-site exercise facilities, for example).

These additional benefits and perquisites generally are provided on a consistent basis only to a limited group of our most senior U.S. employees (including all of the Named Executive Officers), although enhanced personal security equipment and monitoring is provided only to our Chief Executive Officer.

The Company also operates aircraft that are used by our senior officers and other employees to conduct company business. For personal security reasons, the Board of Directors requires our Chief Executive Officer to use the Company’s aircraft for all air travel, both business and personal. Our Chief Executive Officer’s spouse and other guests also may accompany him on flights.

The incremental cost to the Company of providing these additional benefits to the Named Executive Officers is reflected in the All Other Compensation Table. No tax gross ups are provided on any of these additional benefits and perquisites other than taxable relocation benefits.

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Section IV: Incentive compensation attainments and awards

2022 AIP attainments and payouts

During 2022, the Committee provided the Named Executive Officers with the opportunity to earn short-term incentive compensation under the AIP. Each Named Executive Officer’s target annual incentive for the year equaled the difference between his or her target Total Cash Compensation and annual base salary (weighted to reflect mid-year adjustments, if appropriate).

Business performance factor. For purposes of measuring business performance against the targets established for 2022 and converting that performance into a business performance factor determined in accordance with the terms of the AIP, each Named Executive Officer was assigned to an appropriate business unit for each metric (the entire Company, in some cases). The metrics, relevant business unit, goals, and attainments used to calculate the business performance factor for each Named Executive Officer are shown below.

Business performance factor calculation for Mr. Roman, Mr. Patolawala, Mr. Gibbons, and, for the period July 1 thru December 31, Mr. Lavers^{*, **}

Dollar amounts in millions

Performance Metric

Business Unit

Threshold ($)

Target ($)

Maximum ($)

Actual vs. Target

Payout %

Weighting

Weighted Payout %

Local Currency Sales vs. Plan

3M Worldwide

97%

71.9%

36.0%

Operating Income vs. Plan

3M Worldwide

88%

40%

12.0%

Operating Cash Flow Conversion vs. Plan

3M Worldwide

86%

30%

6.0%

Business Performance Factor

54.0%

Business performance factor calculation for Mr. Lavers for the period January 1 thru June 30^{*, **}

Dollar amounts in millions

Performance Metric

Business Unit

Threshold ($)

Target ($)

Maximum ($)

Actual vs. Target

Payout %

Weighting

Weighted Payout %

Local Currency Sales vs. Plan

Consumer

93%

34.4%

17.2%

Operating Income vs. Plan

Consumer

79%

0%

0.0%

Operating Cash Flow Conversion vs. Plan

3M Worldwide

86%

30%

6.0%

Business Performance Factor

23.2%

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Executive compensation

Business performance factor calculation for Mr. Vale^*

Dollar amounts in millions

Performance Metric

Business Unit

Threshold ($)

Target ($)

Maximum ($)

Actual vs. Target

Payout %

Weighting

Weighted Payout %

Local Currency Sales vs. Plan

Safety and Industrial

101%

112.5%

56.3%

Operating Income vs. Plan

Safety and Industrial

95%

75%

22.5%

Operating Cash Flow Conversion vs. Plan

3M Worldwide

86%

30%

6.0%

Business Performance Factor

84.8%

Business performance factor calculation for Ms. Poul^*

Dollar amounts in millions

Performance Metric

Business Unit

Threshold ($)

Target ($)

Maximum ($)

Actual vs. Target

Payout %

Weighting

Weighted Payout %

Local Currency Sales vs. Plan

Health Care

97%

71.9%

36.0%

Operating Income vs. Plan

Health Care

85%

25%

7.5%

Operating Cash Flow Conversion vs. Plan

3M Worldwide

86%

30%

6.0%

Business Performance Factor

49.5%

*	Results reflect certain adjustments that the Committee believed were appropriate to better reflect the Company’s performance during the performance period. See Appendix A to this Proxy Statement for a reconciliation of Operating Income and Operating Cash Flow Conversion to our results for the most directly comparable financial measures as reported under GAAP.
**	Consistent with the approach taken for other employees who participate in the AIP and support multiple businesses, Mr. Lavers was assigned to the 3M Worldwide business unit for the portion of the year that he served as both Group President, Consumer and Interim Group President, Health Care.

Individual performance multiplier. The amount of annual incentive compensation paid to an eligible employee may be increased, decreased, or left unchanged depending on his or her performance during the year. The Committee determined the individual performance multiplier for each Named Executive Officer, as shown in the table under “Final 2022 AIP payouts” below, based upon the annual performance evaluation completed for each Named Executive Officer other than Ms. Poul. The Committee generally does not conduct detailed performance assessments for executives who depart the Company before the end of the year, but instead discusses the former executive’s performance with the Company’s Chief Executive Officer to determine whether a sufficient basis exists to increase or decrease the executive’s AIP payout for the year on the basis of individual performance. Following this approach, the Committee discussed Ms. Poul’s 2022 performance with Mr. Roman and decided not to increase or decrease the amount of her prorated 2022 AIP payout based on individual performance. For a listing of selected 2022 performance highlights of each Named Executive Officer (other than Ms. Poul), see “Section V: 2022 compensation decisions and performance highlights” beginning on page 81.

76     3M Company

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ESG Modifier. Amounts earned by the Company’s senior executives may be increased by 10 percent of target, decreased by 10 percent of target, or left unchanged based on the Committee’s assessment of 3M’s overall performance against a collection of pre-set objective ESG goals. For 2022, the ESG goals approved by the Committee related to the Company’s carbon and water commitments, operational improvements in the area of environment, health, and safety, progress on key social measures, and on-time completion of required ethics and compliance training. 3M successfully achieved most of its 2022 ESG goals. After reviewing the Company’s performance, the Committee decided not to increase or decrease the senior executives’ 2022 annual incentive payouts using the ESG modifier.

Final 2022 AIP payouts. At its meeting in February 2023, the Committee approved (and with respect to Mr. Roman, the independent members of the Board of Directors ratified) a payment under the AIP to each Named Executive Officer, as shown below.

		(a)		(b)			(c)		(d)		(e) = (a) × (b) × (c) + (d)
Named Executive Officer		Total Weighted- Average Target AIP Payout* ($)		Business Performance Factor			Individual Performance Multiplier**		ESG Modifier ($)		Approved 2022 AIP Payout ($)
Michael F. Roman		2,460,938		54.0%			100%		—		1,327,676
Monish Patolawala		1,224,917		54.0%			120%		—		793,011
Peter D. Gibbons		774,299		54.0%			100%		—		417,734
Jeffrey R. Lavers		729,370		40.3%	***		100%		—		293,751
Michael G. Vale		773,381		84.8%			100%		—		655,440
Mojdeh Poul		369,242		49.5%			100%		—		183,107

*	Amounts shown reflect mid-year adjustments to target Total Cash Compensation. The amounts shown for Ms. Poul also have been prorated to reflect the portion of the year worked for the Company.
**	For a listing of selected 2022 performance highlights of each Named Executive Officer, see “Section V: 2022 compensation decisions and performance highlights” beginning on page 81.
***	The final Business Performance Factor shown reflects differences in the target annual incentive compensation opportunity in effect for Mr. Lavers during the portions of the year he was assigned to different business units.

2022 long-term incentive awards

After considering the most recent long-term incentive compensation data available from companies in the Peer Groups and after taking into account its evaluation of their individual performance during 2021, the Committee approved (and in the case of Mr. Roman, the independent members of the Board of Directors ratified) the final target grant values shown below for the Named Executive Officers’ 2022 long-term incentive compensation awards. For ease of comparison, the table below also shows the final target compensation values of the Named Executive Officers’ 2021 long-term incentive compensation awards.

Name		Target Grant Value of 2021 Annual Awards ($)			Target Grant Value of 2022  Annual Awards ($)
Michael F. Roman		10,500,000			11,000,000
Monish Patolawala		4,290,000			5,590,000
Peter D. Gibbons (joined 3M effective November 29, 2021)		—	*		3,020,000
Jeffrey R. Lavers		2,081,000			2,700,000	**
Michael G. Vale		2,705,300			3,020,000
Mojdeh Poul		2,081,000			3,926,000

*	Excludes the target grant value of special one-time make-whole and inducement awards granted in connection with his commencement of employment.
**	In May 2022, the Board approved a significant expansion of Mr. Lavers’ duties and responsibilities, effective July 1, 2022, to include serving as the Interim Group President, Health Care, in addition to his existing role as Group President, Consumer. The target grant value of Mr. Lavers’ 2022 annual awards shown here excludes the value of a special restricted stock unit award granted to him in connection with the expansion of his duties and responsibilities and as a further incentive for Mr. Lavers to remain with the Company. For additional information, see “Section V: 2022 compensation decisions and performance highlights — Jeffrey R. Lavers — Compensation Decisions” on page 84.

2023 Proxy Statement     77

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Each of the Company’s executives (other than its CEO) was given an opportunity to indicate a preference to receive 50 percent of the target grant value of their annual long-term incentive awards in the form of RSUs, stock options, or an equal split of both stock options and RSUs. Regardless of an executive’s indicated preference, the remaining 50 percent of the target grant value of their 2022 annual long-term incentive awards was delivered in the form of performance shares. For the Company’s CEO, the Committee chose to deliver 50 percent of the target grant value of his annual long-term incentive awards in the form of performance shares and the remaining 50 percent in the form of stock options.

Status of outstanding performance share awards

The Company’s annual award cycle and three-year performance periods result in an overlap of awards. For example, the performance goals for 2022 performance share awards relate to the years 2022, 2023, and 2024. Similarly, the performance goals for 2021 performance share awards relate to the years 2021, 2022, and 2023, and so on, as shown below. Performance against the goals established for each award are measured separately for each calendar year during the measurement period, with each year weighted as shown below in parenthesis. The Committee believes this structure reduces motivation to maximize performance in any one period by providing the highest-level rewards only by building sustainable long-term results.

Award

2019

2020

2021

2022

2023

2019 PSA

Year 1 (50%)

Year 2 (30%)

Year 3 (20%)

2020 PSA

Year 1 (50%)

Year 2 (30%)

Year 3 (20%)

2021 PSA

Year 1 (50%)

Year 2 (30%)

Year 3 (20%)

The Committee periodically reviews the Company’s performance against the goals established for each performance share award throughout the duration of its measurement period. The tables below summarize the status of the different performance share awards held by the Named Executive Officers as of December 31, 2022.

2022 PSA (2022-2024 measurement period)

Three-year Performance Period – Actual Performance Level Achieved(1)

Performance Measures

Performance Levels

2022 (Year 1; weighted

2023 (Year 2; weighted

2024 (Year 3; weighted

and Weighting

Threshold

Target

Maximum

at 50%)

at 30%)

at 20%)

Earnings per Share Growth (33 1/3%)(2)

2022: 1:0% 2023/24: 3.0%

2022: 4:0% 2023/24: 6.0%

2022: 7:0% 2023/24: 9.0%

-0.2%

Relative Organic Sales Growth (33 1/3%)(3)

-1.5%

0.0%

1.5%

-1.7%

Free Cash Flow Growth (33 1/3%)

2022: -7:0% 2023/24: 3.0%

2022: -4:0% 2023/24: 6.0%

2022: -1:0% 2023/24: 9.0%

-21.5%

2021 PSA (2021-2023 measurement period)

								Three-year Performance Period – Actual Performance Level Achieved(1)
		Performance Levels						2021 (Year 1; weighted		2022 (Year 2; weighted		2023 (Year 3; weighted
Performance Measures and Weighting		Threshold		Target		Maximum		at 50%)		at 30%)		at 20%)
Earnings per Share Growth (20%)(2)		4.0%		8.0%		12.0%		14.4%		-0.2%
Relative Organic Volume Growth (40%)(4)		-1.0%		0.5%		2.0%		0.1%		-7.2%
Return on Invested Capital (20%)		16.0%		18.0%		21.0%		19.5%		18.4%
Free Cash Flow Conversion (20%)		95.0%		100.0%		105.0%		100.9%		81.8%

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2020 PSA (2020-2022 measurement period)

								Three-year Performance Period – Actual Performance Level Achieved(1)
		Performance Levels						2020 (Year 1;		2021 (Year 2;		2022 (Year 3;
Performance Measures and Weighting		Threshold		Target		Maximum		weighted at 50%)		weighted at 30%)		weighted at 20%)
Earnings per Share Growth (20%)(2)		4.0%		8.0%		12.0%		-5.7%		14.4%		-0.2%
Relative Organic Volume Growth (40%)(4)		-1.0%		0.5%		2.0%		2.6%		0.1%		-7.2%
Return on Invested Capital (20%)		18.0%		20.0%		23.0%		17.1%		19.5%		18.4%
Free Cash Flow Conversion (20%)		95.0%		100.0%		105.0%		132.3%		100.9%		81.8%

(1)	Results reflect certain adjustments that the Committee believed were appropriate to better reflect the Company’s performance during the performance period. See Appendix A to this Proxy Statement for a reconciliation of earnings per share, free cash flow, and free cash flow conversion to our results for the most directly comparable financial measures as reported under GAAP, and the calculation of return on invested capital.
(2)	For purposes of calculating Earnings per Share Growth for any given fiscal year, the baseline earnings per share figure is set equal to the final adjusted earnings per share figure used to calculate the Earnings per Share Growth attainment for the preceding year. As a result, any increase in earnings per share attributable to adjustments in one fiscal year necessarily will make it more difficult for the Company to achieve its Earnings per Share Growth target in the following year.
(3)	The reported level of performance for Relative Organic Sales Growth has been determined, in part, using a weighted blend of Worldwide IPI and Worldwide GDP, as reported by S&P Global Market Intelligence on January 17, 2023.
(4)	The reported level of performance achieved for Relative Organic Volume Growth has been determined, in part, using the Worldwide IPI for each relevant period, as reported by S&P Global Market Intelligence on January 17, 2023. The final performance level achieved may vary based on changes in reported Worldwide IPI for the relevant period.

2023 Proxy Statement     79

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Performance share accruals based on 2022 performance

The table below shows the number of shares of 3M common stock that were accrued (excluding dividend equivalents) for the outstanding performance share awards held by each Named Executive Officer based on the Company’s performance during 2022.

Name		Performance Share Award		Target Number of Performance Shares		Fraction of Each Target Performance Share Accrued Based on 2022 Performance		Total Number of Shares Accrued Based on 2022 Performance(1)		Market Value of Shares Accrued Based on 2022 Performance(2) ($)
Michael F. Roman		2022 PSA		37,997		0.000		—		—
		2021 PSA		29,761		0.068		2,027		243,037
		2020 PSA		32,676		0.014		471		56,433
								Total		299,470
Monish Patolawala(3)		2022 PSA		19,310		0.000		—		—
		2021 PSA		12,160		0.068		828		99,305
		2020 PSA		11,825		0.014		170		20,429
								Total		119,734
Peter D. Gibbons(4)		2022 PSA		10,432		0.000		—		—
								Total		—
Jeffrey R. Lavers		2022 PSA		9,327		0.000		—		—
		2021 PSA		5,899