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): May 10, 2011
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:
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 5.07 Submission of Matters to a Vote of Security Holders
The 2011 Annual Meeting of Stockholders of the Company was held on May 10, 2011. The votes cast with respect to each item of business properly presented at the meeting are as follows:
Proposal No. 1 – The stockholders elected each of the ten nominees to the Board of Directors for a one-year term by the vote of the majority of votes cast, in accordance with 3M’s Bylaws.
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For |
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Against |
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Abstain |
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Broker Non-Vote |
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Linda G. Alvarado |
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462,417,961 |
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8,102,905 |
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1,360,251 |
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111,209,331 |
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George W. Buckley |
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453,552,684 |
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16,789,206 |
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1,539,227 |
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111,209,331 |
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Vance D. Coffman |
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457,088,112 |
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13,371,977 |
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1,421,028 |
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111,209,331 |
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Michael L. Eskew |
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466,390,309 |
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4,044,490 |
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1,446,318 |
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111,209,331 |
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W. James Farrell |
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465,762,070 |
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4,662,839 |
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1,456,208 |
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111,209,331 |
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Herbert L. Henkel |
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462,305,427 |
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8,068,395 |
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1,507,295 |
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111,209,331 |
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Edward W. Liddy |
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454,608,473 |
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15,815,686 |
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1,456,958 |
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111,209,331 |
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Robert S. Morrison |
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457,484,305 |
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13,035,195 |
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1,361,617 |
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111,209,331 |
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Aulana L. Peters |
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400,251,502 |
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70,257,128 |
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1,372,487 |
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111,209,331 |
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Robert J. Ulrich |
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457,271,071 |
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13,215,081 |
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1,394,965 |
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111,209,331 |
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Proposal No. 2 – The stockholders ratified the appointment of PricewaterhouseCoopers LLP as 3M’s independent registered public accounting firm for 2011.
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For |
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575,722,792 |
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Against |
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6,056,567 |
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Abstain |
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1,311,089 |
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Broker Non-Vote |
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N/A |
Proposal No. 3 – The stockholders adopted the non-binding resolution approving the compensation of the Company’s Named Executive Officers as described in the Company’s 2011 Proxy Statement.
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For |
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438,369,358 |
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Against |
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31,134,625 |
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Abstain |
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2,377,134 |
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Broker Non-Vote |
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111,209,331 |
Proposal No. 4 – The stockholders cast non-binding votes to determine the frequency (whether annual, biennial or triennial) with which the stockholders shall be entitled to have a future advisory vote on the executive compensation of the Company. A plurality of stockholders favored an annual advisory vote on the Company’s executive compensation. Based on the Board of Directors’ recommendation in the Proxy Statement and the voting results, the Company has determined to hold an advisory vote on executive compensation annually.
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1 Year |
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400,119,930 |
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2 Years |
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4,134,223 |
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3 Years |
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65,415,100 |
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Abstain |
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2,211,864 |
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Broker Non-Vote |
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111,209,331 |
Proposal No. 5 – The stockholders did not approve the stockholder proposal regarding political contributions*.
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For |
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149,120,896 |
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Against |
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267,241,036 |
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Abstain |
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55,519,185 |
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Broker Non-Vote |
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111,209,331 |
Proposal No. 6 – The stockholders did not approve the stockholder proposal raised from the floor of the Annual Meeting requesting a review of the Company’s role on the Board of the U.S. Chamber of Commerce*.
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For |
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5,065 |
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Against |
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471,876,052 |
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Abstain |
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0 |
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Broker Non-Vote |
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111,209,331 |
*Under the General Corporation Law of the State of Delaware, the affirmative “FOR” vote of a majority of those shares present in person or represented by proxy at the meeting and entitled to vote on the matter is required to approve the stockholder proposal. In tabulating the voting result, abstentions and, if applicable, broker non-votes are not counted as votes “FOR” or “AGAINST” the proposal. An abstention will, however, be counted as entitled to vote on a proposal and will, therefore, have the effect of a vote “AGAINST.” Applying this standard, the percentage in favor of the stockholder proposal is calculated by dividing the number of FOR votes by the sum of the number of FOR, AGAINST and ABSTAIN votes.
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: May 10, 2011