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 6, 2019
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))
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
(b) On February 6, 2019, Inge G. Thulin, Executive Chairman of the Board of Directors of 3M Company, has announced his intention not to stand for reelection and to retire from the Company on June 1, 2019. Mr. Thulin will remain as Executive Chairman of the Board through the Annual Stockholder Meeting to be held on May 14, 2019.
Also on February 6, 2019, 3M Company announced that its Board of Directors will nominate Mr. Michael F. Roman, who is the Company’s Chief Executive Officer and a member of the Board, to serve as Chairman of the Board effective May 14, 2019 following his election for a one-year term as a director by stockholders at the 2019 Annual Stockholder Meeting. Mr. Roman, age 59, has served as the Company’s CEO since July 2018.
A copy of the Company’s press release announcing the Board’s nomination of Mr. Roman to serve as Chairman of the Board and Mr. Inge’s retirement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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99.1 |
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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 and Secretary |
Dated: February 7, 2019
For Immediate Release
3M Leadership Announcement
ST. PAUL, Minn.—Feb. 6, 2019 — 3M announced today that its Board of Directors will nominate CEO Mike Roman to serve as chairman of the board following the company’s annual meeting of shareholders on May 14, 2019. Inge Thulin, 3M’s current executive chairman, has announced his intention not to stand for reelection and to retire on June 1, 2019.
“Under Inge’s leadership, 3M evolved into a more agile and competitive enterprise while generating tremendous value for customers and shareholders,” said Mike Eskew, independent lead director for the 3M Board. “Today’s decision underscores the Board’s confidence in Mike’s leadership and strong character to lead 3M into the future as both CEO and chairman of the board.”
“I am proud of 3M, our people, and what we’ve accomplished together,” said Thulin. “I’ve known and worked very closely with Mike, including since his appointment as CEO. I’m very confident that 3M’s best days are ahead and Mike will do a fantastic job leading 3M into the future.”
“It’s an honor to be nominated to the additional role of chairman of the board,” said Roman. “I thank Inge for his leadership and partnership throughout my career, especially over the past year in his role as executive chairman.”
At its annual meeting in May, the 3M Board of Directors will consist of 12 members, 11 of whom will be independent directors. The Board’s corporate governance measures, including a lead independent director with broad authority, ensure that strong, independent directors will continue to effectively oversee company management, and the key issues related to strategy, risk, and integrity.
About 3M
At 3M, we apply science in collaborative ways to improve lives daily. With $33 billion in sales, our 93,000 employees connect with customers all around the world.
3M Investor Contacts:
Bruce Jermeland, 651-733-1807
Tony Riter, 651-733-1141
or
3M Media Contact:
Lori Anderson, 651-733-0831