Current Report Filing (8-k)
May 13 2021 - 3:19PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
May 11, 2021
3M COMPANY
(Exact Name of Registrant as Specified in
Its Charter)
Delaware
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File No. 1-3285
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41-0417775
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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3M Center, St. Paul, Minnesota
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55144-1000
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(Address of Principal Executive Offices)
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(Zip Code)
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(Registrant’s Telephone Number, Including
Area Code) (651) 733-1110
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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o
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name
of each exchange on which registered
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Common Stock, Par Value $.01 Per Share
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MMM
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New York Stock Exchange, Inc.
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Common Stock, Par Value $.01 Per Share
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MMM
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Chicago Stock Exchange, Inc.
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1.500% Notes due 2026
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MMM26
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New York Stock Exchange, Inc.
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0.375% Notes due 2022
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MMM22A
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New York Stock Exchange, Inc.
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0.950% Notes due 2023
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MMM23
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New York Stock Exchange, Inc.
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1.750% Notes due 2030
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MMM30
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New York Stock Exchange, Inc.
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1.500% Notes due 2031
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MMM31
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New York Stock Exchange, Inc.
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Note: The common stock of the Registrant
is also traded on the SWX Swiss Exchange.
Securities registered pursuant
to section 12(g) of the Act: None
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ¨
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the exchange Act. ¨
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
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The Company held its 2021 Annual Meeting of Shareholders
(the “Annual Meeting”) on May 11, 2021. At the Annual Meeting, the Company’s shareholders approved the Amended and Restated
3M Company 2016 Long-Term Incentive Plan (the “Restated Plan”). The Restated Plan became effective upon shareholder approval.
The Restated Plan amends and restates the Company’s
2016 Long-Term Incentive Plan (the “Existing Plan”) and reflects the following material changes to the Existing Plan:
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Increase in the Share Reserve. The Restated Plan increases the maximum number of shares authorized for issuance under the Restated Plan by 26,633,508 shares over the existing share reserve under the Existing Plan.
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Elimination of Liberal Share Recycling for Options and Stock Appreciation Rights. The Restated Plan eliminates liberal share recycling for awards of stock options and stock appreciation rights.
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Increase in the Limit on Incentive Stock Options. The Restated Plan increases the maximum number of shares that may be issued under the Restated Plan upon the exercise of incentive stock options to 44,000,000.
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Limitations on Dividend Payments on Unvested Awards. The Restated Plan provides that dividends and dividend equivalents may not be paid on awards subject to vesting conditions unless and until such conditions are met.
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Removal of Section 162(m) Provisions. The Restated Plan eliminates certain provisions from the Existing Plan that were previously required for awards to quality as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended, prior to its repeal under the Tax Cuts and Jobs Act of 2017.
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Extension of Term. The Restated Plan will have a term of ten years ending February 2, 2031.
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The terms and conditions of the Restated Plan are
described in the section entitled “Proposal 4 – Approval of the Amended and Restated Long-Term Incentive Plan” in the
Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 24, 2021. The foregoing
description of the Restated Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of
the Restated Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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3M COMPANY
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By:
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/s/ Ivan K. Fong
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Ivan K. Fong,
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Executive Vice President, Chief Legal and Policy Officer & Secretary
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Dated: May 13, 2021
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