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 1, 2016
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 1, 2016, the Board of Directors of 3M Company (the “Company”) elected Gregory R. Page to the Company’s Board of Directors, effective February 1, 2016, and Patricia A. Woertz to the Company’s Board of Directors, effective at the close of business on February 2, 2016. Mr. Page is Executive Director, Cargill, Incorporated, an international marketer, processor and distributor of agricultural, food, financial and industrial products and services. Ms. Woertz is retired Chairman of the Board, Archer-Daniels-Midland Company, an agricultural processor and food ingredient provider. In connection with Mr. Page’s and Ms. Woertz’s elections, the Board of Directors increased its size from 11 to 13 directors, and Mr. Page and Ms. Woertz joined the Board of Directors to fill the resulting vacancies.
The Board of Directors has determined that each of Mr. Page and Ms. Woertz is an independent director under the New York Stock Exchange listing standards, including the listing standards applicable to audit and compensation committee members, 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. Page and Ms. Woertz will participate in the compensation program for non-employee directors as described on pages 26-27 of the Company’s Proxy Statement for its Annual Meeting of Stockholders held on May 12, 2015 (filed with the Securities and Exchange Commission on March 25, 2015).
The Board has appointed Mr. Page to the Audit and the Nominating and Governance committees of the Board of Directors. The Board of Directors has determined that Mr. Page 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. Page is an “audit committee financial expert” as that term is defined by applicable SEC regulations.
The Board has appointed Ms. Woertz to the Compensation and the Finance committees of the Board of Directors. The Board of Directors has determined that Ms. Woertz qualifies as a “non-employee director” under SEC rules and as an “outside director” under IRS rules.
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 1, 2016, 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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Vice President and Deputy General Counsel |
Dated: February 2, 2016
Exhibit 99
3M Elects Two New Members to Board of Directors
ST. PAUL, Minn. — February 1, 2016 — 3M (NYSE: MMM) announced today that Gregory R. Page, executive director of Cargill Inc., and Patricia A. Woertz, retired chairman of the board and chief executive officer, Archer-Daniels-Midland Company, have been elected to its board of directors, as of Feb. 1, and Feb. 2, 2016, respectively.
“We are extremely pleased to welcome Mr. Page and Ms. Woertz to our board,” said Inge Thulin, 3M chairman, president and chief executive officer. “We look forward to the valuable insight Mr. Page brings to 3M’s board from his extensive experience leading Cargill’s global business. Ms. Woertz is an accomplished global business leader recognized for growing shareholder value at Archer-Daniels-Midland. They are both outstanding leaders and have tremendous business experience leading complex global organizations.”
Page previously was Cargill’s chairman and chief executive officer, and president and chief operating officer. He held a variety of leadership positions throughout his 40 years at Cargill, including international assignments. Page is a director and past non-executive chair of the board of Big Brothers Big Sisters of America. He also is immediate past president and board member of the Northern Star Council of the Boy Scouts of America. Page will serve on the 3M Board’s audit committee, as well as the nominating and governance committee.
Woertz was most recently ADM chairman of the board, and previously served as chief executive officer and president. Before joining ADM, she held leadership positions at Chevron Corporation and its predecessor companies. Woertz served on the President’s Export Council from 2010-2015 and chaired the U.S. section of the U.S.-Brazil CEO Forum from 2013-2015. Woertz will serve on the 3M Board’s compensation and finance committees.
About 3M
At 3M, we apply science in collaborative ways to improve lives daily. With $30 billion in sales, our 90,000 employees connect with customers all around the world.
3M Media Contact:
Lori Anderson
651-733-0831
3M Investor Contacts:
Bruce Jermeland
651-733-1807
Michael Kronebusch
651-733-1141