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 13, 2017
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3M COMPANY |
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(Exact Name of Registrant as Specified in Its Charter) |
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Delaware |
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(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 |
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(Registrant’s Telephone Number, Including Area Code) |
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Not Applicable |
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(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))
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 o
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. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On August 13, 2017, the Board of Directors of 3M Company (the “Company”) elected Amy E. Hood to the Company’s Board of Directors, effective August 13, 2017. Ms. Hood is Executive Vice President and Chief Financial Officer of Microsoft Corp., a global technology company. In connection with Ms. Hood’s election, the Board of Directors increased its size from 11 to 12 directors, and Ms. Hood joined the Board of Directors to fill the resulting vacancy.
The Board of Directors has determined that Ms. Hood 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. Hood will participate in the compensation program for non-employee directors as described on pages 29-30 of the Company’s Proxy Statement for its Annual Meeting of Stockholders held on May 9, 2017 (filed with the Securities and Exchange Commission on March 22, 2017).
The Board has appointed Ms. Hood to the Finance committee of the Board of Directors.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit |
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Description |
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99 |
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Press Release, dated as of August 14, 2017, 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 hereunto 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 and Secretary |
Dated: August 14, 2017
Exhibit 99
Amy E. Hood Elected to 3M Board of Directors
ST. PAUL, Minn. – August 14, 2017 – 3M (NYSE: MMM) announced today that Amy E. Hood, executive vice president and chief financial officer, Microsoft Corp. (Nasdaq: MSFT), has been elected to 3M’s Board of Directors, effective Aug. 13, 2017.
At Microsoft, Hood is responsible for leading the worldwide finance organization, including acquisitions, treasury activities, tax planning, accounting and reporting, and internal audit and investor relations, in a position she has held since July 2013. Prior to this role, she was chief financial officer of the Microsoft division responsible for the company’s productivity applications and services, including Microsoft Office 365 and Dynamics 365. Hood also helped lead the transition to Microsoft’s Commercial Cloud services and is deeply involved in pursuing new addressable market opportunities with strategic investments such as the acquisition of Mojang AB (maker of Minecraft) and LinkedIn.
“We are extremely pleased to welcome Ms. Hood to our board,” said Inge G. Thulin, 3M chairman, president and chief executive officer. “She brings her tremendous skill and immense experience to our board, especially in strategic business development, finance, and digitization.”
Hood will serve on the 3M Board’s finance committee.
Prior to joining Microsoft in 2002, Hood worked at Goldman Sachs & Co. in various investment banking and capital markets group roles. She holds a bachelor’s degree in economics from Duke University and a master’s degree in business administration from Harvard University. In 2016, Hood was named for the first time to Fortune’s Most Powerful Women list.
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 Investor Contact:
Bruce Jermeland, 651-733-1807
3M Media Contact:
Lori Anderson, 651-733-0831