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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 7, 2023
3M COMPANY
(Exact Name of Registrant as Specified in Its Charter)
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Delaware | | File No. 1-3285 | | 41-0417775 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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3M Center, St. Paul, Minnesota | | | | 55144-1000 |
(Address of Principal Executive Offices) | | | | (Zip Code) |
(Registrant’s Telephone Number, Including Area Code) (651) 733-1110
Not Applicable
(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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, Par Value $.01 Per Share | | MMM | | New York Stock Exchange |
| | MMM | | Chicago Stock Exchange, Inc. |
0.950% Notes due 2023 | | MMM23 | | New York Stock Exchange |
1.500% Notes due 2026 | | MMM26 | | New York Stock Exchange |
1.750% Notes due 2030 | | MMM30 | | New York Stock Exchange |
1.500% Notes due 2031 | | MMM31 | | New York Stock Exchange |
Note: The common stock of the Registrant is also traded on the SIX Swiss Exchange.
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 ☐
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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On February 7, 2023, the Board of Directors of 3M Company (the “Company”) elected Anne Chow and Pedro Pizarro to the Company’s Board of Directors, effective February 9, 2023. Ms. Chow is the retired Chief Executive Officer of AT&T Business. Mr. Pizarro is the President and Chief Executive Officer of Edison International. In connection with their election, the Board of Directors increased its size from 11 to 13 directors, and Ms. Chow and Mr. Pizarro joined the Board of Directors to fill the resulting vacancy.
The Board of Directors has determined that each of Ms. Chow and Mr. Pizarro is an independent director under the New York Stock Exchange (“NYSE”) listing standards and the Company’s director independence guidelines, as set forth in its Corporate Governance Guidelines (available on 3M’s website at www.3M.com, under Investor Relations — Corporate Governance).
Ms. Chow and Mr. Pizarro will participate in the compensation program for non-employee directors as described on pages 47-50 of the Company’s Proxy Statement for its Annual Meeting of Stockholders held on May 10, 2022 (filed with the Securities and Exchange Commission on March 23, 2022).
The Board has appointed Ms. Chow to the Compensation and Talent Committee, and the Science, Technology & Sustainability Committee of the Board, and Mr. Pizarro to the Audit Committee of the Board, in each case effective February 9, 2023. The Board of Directors has determined that Ms. Chow qualifies as a “non-employee director” under the Securities and Exchange Commission (“SEC”) rules. The Board has also determined that Mr. Pizarro is “financially literate” and has “accounting or related financial management expertise” under the NYSE listing standards and 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 | | Description |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
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/ Michael M. Dai |
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| | Michael M. Dai |
| | Vice President, Associate General Counsel & Secretary |
Dated: February 8, 2023
EXHIBIT 99.1
Anne Chow and Pedro Pizarro elected to 3M Board of Directors
ST. PAUL, Minn. Feb. 8, 2023 – 3M (NYSE: MMM) announced today that Anne H. Chow, retired chief executive officer of AT&T Business, and Pedro J. Pizarro, president and chief executive officer of Edison International, have been elected to 3M’s Board of Directors, effective Feb. 9, 2023. In connection with Ms. Chow and Mr. Pizarro’s election, the Board of Directors increased its size from 11 to 13 members.
Anne Chow’s career in the technology and business sectors spans over three decades. She served as the CEO of AT&T Business from 2019 to 2022 after having served in various executive leadership positions at AT&T since 2000. As CEO, she was responsible for AT&T’s Business Solutions organization that provided a full suite of business services across wireless, networking, cybersecurity, and advanced solutions, serving nearly 3 million business customers in more than 200 countries and territories around the world. She currently serves as Lead Director on the Board of Directors for FranklinCovey and as Adjunct Professor of Executive Education at the Kellogg School of Management, Northwestern University.
Ms. Chow has led global organizations through major transformations with decades of strategic and operational experience serving the business marketplace, including roles as president, AT&T National Business and president, and AT&T Integrator Solutions. She also has a long track record of community leadership involvement in strategic board and advisory work focused on driving success at the intersection of people, culture, and technology. She is currently a member of the Dallas Mavericks Advisory Council, Business and Community Advisory Council of the Federal Reserve Bank of Dallas, and the Committee of 100. Ms. Chow earned her bachelor’s and master’s degrees in electrical engineering, and a master’s degree in business administration, from Cornell University.
Pedro Pizarro has been President and CEO of Edison International, the parent company of Southern California Edison (SCE), one of the nation’s largest electric utilities, since 2016. Mr. Pizarro is a member of Edison International’s Board of Directors. Edison International is also the parent company of Edison Energy, a portfolio of competitive businesses providing commercial and industrial customers with energy management and procurement services. Mr. Pizarro served as president of SCE from 2014 to 2016. Previously, Mr. Pizarro was president of Edison Mission Energy, an indirect subsidiary of Edison International, until the sale of its principal assets in 2014. He has held a wide range of other senior executive positions at the Edison International companies since joining in 1999.
Mr. Pizarro is a vice chairman of the Edison Electric Institute, a director of the Electric Power Research Institute, a member of the Electricity Subsector Coordinating Council, and a Trustee of the California Institute of Technology. Before joining the Edison International companies, Mr. Pizarro was a senior engagement manager with McKinsey & Company. Mr. Pizarro earned his bachelor’s degree in chemistry from Harvard University and his Ph.D. in chemistry from the California Institute of Technology.
“We are very pleased to further strengthen 3M’s board with two highly accomplished, world-class leaders,” said 3M chairman and CEO Mike Roman. “Anne has decades of experience in technology and business, and a proven track record of transforming global organizations and community engagement. Pedro brings skills and experience in leading large companies and driving strategic improvements, and a deep understanding of the power of materials science to improve the world. They will provide invaluable insight and perspective to our board as we continue to position 3M for the future.”
About 3M 3M (NYSE: MMM) believes science helps create a brighter world for everyone. By unlocking the power of people, ideas, and science to reimagine what's possible, our global team uniquely addresses the opportunities and challenges of our customers, communities, and planet. Learn how we're working to improve lives and make what's next at 3M.com/news or on Twitter at @3M or @3MNews.
Media Contact: Tim Post tpost3@mmm.com