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): August 11, 2014
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) |
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(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 August 11, 2014, the Board of Directors of 3M Company (the “Company”) elected Sondra L. Barbour to the Company’s Board of Directors, effective August 11, 2014. Ms. Barbour is Executive Vice President, Information Systems & Global Solutions, of the Lockheed Martin Corporation. In connection with Ms. Barbour’s election, the Board of Directors increased its size from 9 to 10 directors, and Ms. Barbour joined the Board of Directors to fill the resulting vacancy.
The Board of Directors has determined that Ms. Barbour 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).
Ms. Barbour will participate in the compensation program for non-employee directors as described below:
As approved by the Board of Directors in May 2014, the annual compensation for non-employee directors is $270,000 effective January 1, 2014, of which the annual cash retainer of $120,000 is payable in cash in four quarterly installments and the annual stock retainer of $150,000 is payable in 3M common stock after the Annual Meeting of Stockholders.
The Board has appointed Ms. Barbour to the Audit and Finance committees of the Board of Directors. The Board of Directors has determined that Ms. Barbour 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 Ms. Barbour 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 August 11, 2014, 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: August 12, 2014
Exhibit 99
FOR IMMEDIATE RELEASE
Sondra Barbour Elected to 3M Board of Directors
ST. PAUL, Minn.—August 11, 2014 — 3M (NYSE: MMM) announced today the appointment of Sondra Barbour to its Board of Directors. Barbour currently is executive vice president of Lockheed Martin’s Information Systems & Global Solutions business division and an officer of Lockheed Martin.
Prior to Barbour’s current position, she served as senior vice president of the Enterprise Business Services organization and Lockheed’s chief information officer, heading all of the corporation’s internal information technology operations, including protecting the company’s infrastructure and information from cyber threats. Her experience also includes leadership in Shared Services and Internal Audit functions providing knowledge and oversight of supply chain activities, internal controls, and risk management.
“We are extremely pleased to welcome Ms. Barbour to our board,” said Inge Thulin, 3M chairman, president and chief executive officer. “She is a talented and proven business leader with valuable insight and tremendous experience with leading large-scale information systems operations.”
Active in the global business community, Barbour has been a Director at Lockheed Martin Australia Pty Ltd, a subsidiary company focused on security and aerospace, since 2013. She was recognized by Fortune Magazine last year as one of the “50 Most Powerful Women in Business.”
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 $31 billion in sales, 3M employs 89,000 people worldwide and has operations in more than 70 countries.
Contact:
3M
Investor Contacts:
Matt Ginter, 651-733-8206
or
Bruce Jermeland, 651-733-1807
or
Media Contact:
Fanna Haile-Selassie, 651-736-0876