UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 5, 2013
3M COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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File No. 1-3285 |
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41-0417775 |
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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) |
(651) 733-1110
(Registrant’s Telephone Number, Including Area Code)
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On February 5, 2013, the Board of Directors of 3M Company (the “Company”) elected Muhtar Kent to the Company’s Board of Directors, effective April 1, 2013. Mr. Kent is Chairman of the Board and Chief Executive Officer of The Coca-Cola Company. In connection with Mr. Kent’s election, the Board of Directors increased its size from 10 to 11 directors, and Mr. Kent joined the Board of Directors to fill the resulting vacancy.
The Board of Directors has determined that Mr. Kent is an independent director under the New York Stock Exchange listing standards and the Company’s independence guidelines, as set forth in its Corporate Governance Guidelines (available on 3M’s Web site at www.3M.com, under Investor Relations — Corporate Governance).
Mr. Kent will participate in the compensation program for non-employee directors as described on pages 20-21 of the Company’s Proxy Statement for its Annual Meeting of Stockholders held on May 8, 2012 (filed with the Securities and Exchange Commission on March 21, 2012).
The Board has appointed Mr. Kent to the Audit and Finance committees of the Board of Directors. The Board of Directors has determined that Mr. Kent is “financially literate,” and has “accounting or related financial management expertise” under the New York Stock Exchange listing standards. The Board has also determined that Mr. Kent is an “audit committee financial expert” as that term is defined by applicable SEC regulations.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit Number |
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Description |
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99 |
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Press Release, dated as of February 6, 2013, of 3M Company |
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: |
/s/ Gregg M. Larson |
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Gregg M. Larson, |
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Deputy General Counsel |
Dated: February 6, 2013
Exhibit 99
FOR IMMEDIATE RELEASE
Muhtar Kent Elected to 3M Board of Directors
ST. PAUL, Minn. — February 6, 2013 — 3M (NYSE: MMM) announced today that the Board of Directors elected Muhtar Kent, 60, Chairman of the Board and Chief Executive Officer, The Coca-Cola Company, to the Board of Directors, effective April 1, 2013.
He became Chief Executive Officer of Coca-Cola in 2008 and Chairman of the Board in 2009. Prior to his current position, he served as President and Chief Operating Officer and was President of Coca-Cola International.
“We are extremely pleased to welcome Mr. Kent to our board,” said Inge G. Thulin, 3M Chairman, President and Chief Executive Officer. “He is a talented and proven global business leader, and will bring valuable insight and management experience to the board and our company.”
Active in the global business community, Mr. Kent is co-chair of The Consumer Goods Forum, a fellow of the Foreign Policy Association, a member of the Business Roundtable, chair of the International Business Council of the World Economic Forum, and a past Chairman of the U.S.-China Business Council. He also was recently appointed as a member of the Eminent Persons Group for ASEAN by President Obama and Secretary of State Clinton. He serves on the boards of Special Olympics International, Ronald McDonald House Charities, Catalyst and Emory University.
About 3M
3M captures the spark of new ideas and transforms them into thousands of ingenious products. Our culture of creative collaboration inspires a never-ending stream of powerful technologies that make life better. 3M is the innovation company that never stops inventing. With $30 billion in sales, 3M employs 88,000 people worldwide and has operations in more than 70 countries.
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Investor Contacts: |
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Matt Ginter |
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Media Contact: |
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Jacqueline Berry |
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3M |
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3M |
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(651) 733-8206 |
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(651) 733-3611 |
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Bruce Jermeland |
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3M |
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(651) 733-1807 |
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From:
3M Public Relations and Corporate Communications
3M Center, Building 225-1S-15
St. Paul, MN 55144-1000