Our Strategic
Sustainability Framework

Sustainability is a core commitment of 3M. It plays an important role in our purpose-driven innovation in our products, manufacturing processes and new technologies—and we recognize and consistently seek opportunities to do more.

Science for Circular		Science for Climate		Science for Community
Design solutions that do more with less material, advancing a global circular economy.		Innovate to decarbonize industry, accelerate global climate solutions and improve our environmental footprint.		Create a more positive world through science and inspire people to join us.

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2022 Proxy Statement     5

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Special Note About Forward-Looking Statements

This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve risks and uncertainties that could cause results to differ materially from those projected. Please refer to the section entitled “Risk Factors” in our Forms 10-K and 10-Q. The information contained herein is as of the date of this proxy statement. We assume no obligation to update any forward-looking statements contained herein as a result of new information or future events or developments, except as required by law.

No Incorporation By Reference

This proxy statement includes website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.

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Proxy highlights

 

		Proposal 1		Elect the 11 Directors Identified in this Proxy Statement        (page 19)   ●  Elect the 11 directors identified in this Proxy Statement, each for a term of one year. ●  Our nominees are distinguished leaders who bring a mix of skills and qualifications to the Board and can represent the interests of all shareholders. ●  As proven leaders, our nominees are well-positioned to guide 3M’s strategic directions. ●  Our recent Board refreshment brings new skills and experience to the Board and enhances its oversight of various areas important to the Company.
		“FOR” each nominee to the Board

Diversity of skills, experience and perspective

The Nominating and Governance Committee identifies, reviews, and recommends nominees to the Board for approval. The Committee seeks individuals with distinguished records of leadership and success and who will make substantial contributions to Board operations and effectively represent the interests of all shareholders. The Committee considers a wide range of factors and experiences, including ensuring an experienced, qualified Board with expertise in the following key areas most relevant to 3M. The numbers indicated in the diagram below represent the number of director nominees who the Committee believes possess each of the skills and experiences.

	Leadership. Significant leadership experience with understanding of complex global organizations, strategy, risk management, and how to drive change and growth.			Finance. Financial metrics measures our performance. All directors must understand finance and financial reporting processes. All, but one, Audit Committee members qualify as “audit committee financial experts.”
	Manufacturing. As a vertically integrated Company, manufacturing experience is important to understanding the operations and capital needs of the Company.			Global. Global business experience is critical to 3M’s international growth with 60 percent of sales from outside the U.S. in 2021.
	Supply Chain. Directors with expertise in the management of the upstream and downstream relationships with suppliers and customers provide important perspectives on achieving efficient operations.			Risk Management. Directors with experience in risk management and oversight, including environmental, social, and cybersecurity, play an important role in the Board’s oversight of risks.
	Technology. As a diversified technology, science-based Company, directors with technology backgrounds understand 3M’s 51 technology platforms and the importance of investing in new technologies for future growth.			Marketing. Organic growth is one of 3M’s financial metrics and directors with marketing expertise provide important perspectives on developing new markets.

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Corporate governance dashboard

Director nominees, board diversity of skills and experience

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2022 Proxy Statement     9

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The Qualifications and Attributes, and Demographic Background information below reflect the 11 Director Nominees for this Annual Meeting.

Qualifications and Attributes

Brown

Craig

Dillon

Eskew

Fitterling

Hood

Kent

Kereere

Moyo

Page

Roman

Leadership

■

■

■

■

■

■

■

■

■

■

■

Manufacturing

■

■

■

■

■

Supply Chain

■

■

■

■

■

■

■

■

Technology

■

■

■

■

■

■

■

■

Finance

■

■

■

■

■

■

■

■

■

■

■

Global

■

■

■

■

■

■

■

■

■

■

Risk Management

■

■

■

■

■

■

■

■

■

■

■

Marketing

■

■

■

■

■

■

■

■

Demographic Background

Tenure (Years)

9

3

7

19

1

5

9

<1

4

6

4

Age (Years)

66

65

70

72

60

50

69

56

53

70

62

Gender (Male/Female)

M

F

M

M

M

F

M

F

F

M

M

Race/Ethnicity

African American/Black

■

■

■

Caucasian/White

■

■

■

■

■

■

■

■

Corporate governance highlights

Diverse board in all aspects   Effective lead independent director   Evolving board committees   High director meeting attendance   Regular board refreshment and a mix of tenure

Regular shareholder engagement   Committed to sustainability and social responsibility   Extensive oversight of environmental, social and enterprise risk management   Annual board, committee and individual director self-evaluation

Strong alignment between company performance and executive compensation   Comprehensive clawback policy   Annual assessment of risk related to compensation   Robust stock ownership guidelines for executive officers and directors

Board refreshment

We regularly add directors to infuse new ideas and fresh perspectives into the boardroom. Five out of the 10 independent director nominees standing for this year’s election have joined our board within the past five years, including four women directors. In recruiting directors, we focus on how the experience and skill set of each individual complements those of their fellow directors to create a balanced board with diverse viewpoints and backgrounds, deep expertise, and strong leadership experience.

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Shareholder outreach and engagement

Shareholder engagement is fundamental to our commitment to good governance and essential to maintaining our strong corporate governance practices. We engage regularly with our global investors to gain valuable insights into the governance issues about which they care most. We aim to seek a collaborative and mutually beneficial approach to issues of importance to investors that affect our business, and to ensure that our corporate governance practices remain industry-leading from their perspectives.

Participants			Topics Discussed			Feedback
During 2021, members of senior management met with a cross-section of shareholders owning approximately: or 30% of our outstanding shares 44% of our institutional shareholders Two of our independent directors – our Lead Independent Director and Chair of our Compensation and Talent Committee – participated in our November 2021 engagement.			Board/Corporate Governance ●  Culture, composition/diversity, refreshment/orientation, evaluation ●  Risk oversight (cyber, ESG, litigation/regulatory); STS Committee ●  Executive compensation; any contemplated changes ●  Board interactions with management and broader organization Supply Chain ●  Current challenges; strategy; lessons learned Environmental, social, sustainability ●  Carbon/water stewardship goals; plastics reduction; investments and pathway to achieve goals ●  PFAS management ●  Opportunities to help customers with sustainability ●  Diversity and inclusion			Investors provided valuable comments and perspectives on the Company’s governance practices, including the Board’s culture and overall diversity, director refreshment, evolving Board committee composition, the Board’s risk oversight, the Company’s actions in managing supply chain challenges and investing in environmental stewardship, social justice and sustainability. The feedback from these meetings was shared with the Board of Directors and helped inform the Board on corporate governance practices and trends.

3M’s sustainability highlights

At 3M, we are people committed to helping other people. We seek to observe, understand, and solve. Every day we help tackle problems, big and small, in pursuit of our Promise to improve lives. Our goals and environmental, social, and governance (ESG) metrics reflect a heightened commitment to thinking holistically about how our operations and products can unlock the power of people, ideas, and science to reimagine what’s possible, inspiring progress to transform aspirations into action.

We are acting now to bend the curve on carbon emissions and water use. In February of 2021, 3M committed to investing $1 billion to accelerate new environmental goals over the next 20 years and committing to achieve carbon neutrality. By applying science and technological expertise, 3M expects to further reduce carbon emissions, aiming for a 50% reduction by 2030, an 80% reduction by 2040, and 100% carbon neutrality in its operations by 2050. At the same time, we are increasing our water efficiency goal to 25% and announcing a new commitment to improve water quality. Shortly following in April of 2021, 3M committed to reducing use of new plastic made from petroleum by 125 million pounds by 2025.

We believe a sustainable future is one in which ecosystems and communities thrive and opportunities are equitable and accessible for all. To advance the social justice and impact agenda, 3M created a 3M Equity & Community organization to support our goals and commitments to progress equity in our workplaces, business practices, and communities globally. This holistic and cross-functional organization connects our teams and strategies across the areas of diversity and inclusion in our workforce; 3Mgives dedicated to building community partnerships and supporting volunteerism with a focus on closing the opportunity gap for underrepresented groups in STEM (science, technology, engineering, and math) and skilled trades, and administering our $50 million social justice fund; and Social Justice Strategy & Initiatives dedicated to leading workstreams across the enterprise to address policies and practices advancing equitable societal solutions, including supplier diversity, product development, and policy advocacy.

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We apply our expertise to create bold ambitions to shape a sustainable future in three priority areas: Science for Circular, Science for Climate, and Science for Community.

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		Proposal 2			Ratification of the Appointment of Independent Registered Public Accounting Firm for 2022    (page 51)
					●  Ratify the appointment of PricewaterhouseCoopers LLP as 3M’s independent registered public accounting firm for 2022. ●  Based on its assessment of the qualifications and performance of PricewaterhouseCoopers LLP (“PwC”), the Audit Committee believes that it is in the best interests of the Company and its shareholders to retain PwC.
			“FOR”

Executive compensation

		Proposal 3			Advisory Approval of Executive Compensation    (page 55)
					●  Approve, on an advisory basis, the compensation of our Named Executive Officers. ●  Our executive compensation program appropriately aligns our executives’ compensation with the performance of the Company and its business units as well as their individual performance.
			“FOR”

Powered by purpose, we are unlocking the power of people, ideas and science to re-imagine what’s possible and create what’s next

In 2018, following the appointment of Mike Roman to the CEO role and under his leadership, the executive team embarked on a five-year transformation strategy that focused on four key priorities:

Portfolio management		Transforming 3M operating model		Growth through innovation		People and culture

Stronger, realigned business groups, operating rigor and cost efficiencies created a more customer-driven and streamlined organization that delivered outstanding results in 2021, demonstrating the strength of the new 3M growth, productivity, and sustainability model.

Our fiscal 2021 performance exceeded our original full-year organic growth and earnings expectations. We accomplished this by investing in growth, productivity, and sustainability while managing through a challenging global supply chain environment. The executive team kept a relentless focus on serving customers, ensured continuity of raw material supply, managed shifting manufacturing production plans, navigated logistics constraints and delivered strong full-year organic sales growth of 8.8 percent, with all business segments posting high-single digit growth. We achieved operating margins of 20.8 percent and delivered a 14.4 percent increase in adjusted earnings per share.* We continued to focus on working capital improvement, generating adjusted free cash flow of $6 billion*, while reduced net debt by $1 billion that strengthened our financial flexibility.

As part of our long-term growth strategy, we continued to create sustainable long-term growth by working to optimize our portfolio through organic growth acceleration, acquisitions, and divestitures throughout 2021. Our capital management strategy is geared to support strategic investments in high growth, high return portfolios that utilize our fundamental strengths and align with global trends in automotive, home improvements, safety, health care and electronic sectors. In 2021, for example, our automotive electrification platform grew 30 percent organically and our biopharma filtration business grew 26 percent.

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We are living in a changing world, and we are leading the change

As 3M continues to deliver strong financial performance results and remains dedicated to our customers, we are also focused on managing litigation facing the Company, supply chain disruptions, and the evolving impacts from the COVID-19 pandemic, all of which have led to significant market volatility. We are taking actions to strengthen our supply chain and, guided by 3M values and science, continue to lead in the end markets we serve. We are contributing to the global pandemic efforts from all angles, and for all stakeholders, with 2.3 billion respirators distributed in 2021, for a total of 4.3 billion since the onset of the pandemic, while engaging with governments on how to prepare for future emergencies.

As part of our commitment to lead in environmental stewardship as a manufacturer and leverage the power of technology, we deploy capital to make our factories and communities stronger and more sustainable. In February 2021, we announced plans to invest $1 billion over 20 years to accelerate our progress toward carbon neutrality, reduce water use, improve water quality, and reduce plastics. Work is already under way. In Cordova, Illinois, we are on track to complete a new water filtration system by the end of this year. In Cottage Grove, Minnesota, we recently closed our incinerator and are now partnering with a leading disposal company to more efficiently manage our waste stream. And in February 2022, we announced a $165 million investment to further improve water quality and reduce water use at that site. We also have implemented a requirement that every new product helps improve sustainability for our customers. Over the last five years, 3M innovations have helped our customers avoid nearly 75 million tons of emissions.

Starting in 2022, our annual incentive program will include an ESG modifier to hold the executive team accountable for making progress toward our ESG goals. Additionally, the Compensation and Talent Committee reviewed and updated the performance metrics utilized in our annual and long-term incentive programs to improve alignment with our strategic priorities, as we continue to grow our businesses, strengthen our operational performance and find new ways to apply science to improve lives – delivering for our customers, shareholders and all stakeholders who have placed their trust in us.

Executive compensation tied to long-term stock price and Company performance

To align corporate performance and executive compensation, 91 percent of our CEO’s and 78-82 percent of our other NEOs’ target direct compensation is at-risk, with its realizable value tied to our long-term stock price performance, achievement of pre-set rigorous performance targets, or both.

Consistent with our strong 2021 corporate financial performance results, our CEO received an annual incentive program payout at 133.8 percent of target. The Company’s performance exceeded sales and economic profit growth targets, all of which were set at or above 2020 results. No individual performance modifier was applied when determining Mr. Roman’s payout. The payout for other NEOs ranged between 105.3 and 194.8 percent of target, reflective of the applicable corporate or business unit financial results and individual performance.

In alignment with shareholder long-term returns, performance shares for the 2019-2021 period paid below target at 88.4 percent. Considering our stock price performance over the same performance period, the shares earned and associated dividend equivalents had an aggregate value at the end of the performance period equal to 75.7 percent of the initial target grant value.

Our CEO’s realized compensation for the last three years, including fiscal 2021, was significantly below the total compensation reported in the Summary Compensation Table. This result is consistent with the pay-for-performance nature of our executive compensation program, where approximately 50 percent of the target grant value of Mr. Roman’s annual long-term incentive awards is delivered in the form of stock options that deliver value only if the Company’s stock price increases and the remainder is provided in the form of performance share awards where the payout is tied to the attainment of rigorous, pre-established performance goals for key financial metrics that are believed to drive long-term shareholder value. Based on the closing trading price for a share of the Company’s common stock on

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the NYSE for March 1, 2022, all stock options granted to Mr. Roman in the past three years (as well as all stock options granted to Mr. Roman after February 4, 2014) were underwater. In addition, the total value of performance shares earned by Mr. Roman during the same three-year period is less than the aggregate target grant date values reported in the Summary Compensation Table.

Recent business accomplishments

Below are a few noteworthy accomplishments from January 1, 2021, through March 1, 2022.

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Elements of target total direct compensation for 2021

The table below shows how the 2021 target Total Direct Compensation of the Named Executive Officers identified on page 56 (“NEOs”) was apportioned among base salary, annual incentives, performance share awards, stock options, and restricted stock units (“RSUs”), summarizes the rationale for providing each such element, and lists the performance metrics and weightings used for annual and long-term incentives granted in 2021.

				2021 Pay Elements(1)					2021 Performance Metrics
				CEO	Other NEOs		Why It Is Provided		and Weightings(2)
							●   Compensate executives for their normal day-to-day responsibilities
							●   Motivate executives to stay focused on day-to-day operations by aligning a significant portion of Total Cash Compensation with the near term financial performance of the Company and its business units		●   Local Currency Sales (of 3M or a business unit, as applicable) vs. Plan (50%) ●   Economic Profit (of 3M or a business unit, as applicable) vs. Plan (20%) ●   Economic Profit of 3M vs. Prior Year (30%)
				Performance Shares			●   Motivate executives to focus on continuously improving performance in key financial metrics believed to drive long-term shareholder value ●   Retain executive talent		●   Earnings per Share Growth (20%)
									●   Relative Organic Volume Growth (40%) ●   Return on Invested Capital (20%) ●   Free Cash Flow Conversion (20%)
				Stock Options(3)			●   Motivate executives to build long-term shareholder value		●   Vesting is based on continued service, while value of the options is based on stock price appreciation (100%)
							●   Retain executive talent
				Restricted Stock Units(3)			●   Motivate executives to build long-term shareholder value ●   Retain executive talent		●   Vesting is based on continued service, while value of the RSUs is based on total shareholder return (100%)

Recent noteworthy compensation program actions

Since the filing of last year’s Proxy Statement, the Compensation and Talent Committee took the noteworthy actions described below as part of the Company’s executive compensation program.

		Proposal 4			Shareholder Proposal    (page 102) ●  Shareholder proposal, if properly presented at the meeting. ●  See the Board’s opposition statement.
			“AGAINST”

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		Proposal 5			Shareholder Proposal    (page 105) ●  Shareholder proposal, if properly presented at the meeting. ●  See the Board’s opposition statement.
			“AGAINST”

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2022 Proxy Statement     19

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At the 2022 Annual Meeting, 11 directors are to be elected to hold office until the 2023 Annual Meeting of Shareholders and until their successors have been elected and qualified. All nominees are presently 3M directors who were elected by shareholders at the 2021 Annual Meeting, except for Ms. Suzan Kereere, who joined the board on February 10, 2022 and is standing for election for the first time. A director search firm assisted with the identification of Ms. Kereere for recommendation by the Nominating and Governance Committee for her election to the Board. We expect each nominee for election as a director to be able to serve if elected. If any nominee is not able to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless the Board chooses to reduce the number of directors serving on the Board. Each nominee elected as a director will continue in office until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or retirement. Herbert L. Henkel is no longer eligible to stand for re-election as he has reached the mandatory retirement age. Patricia A. Woertz is not seeking re-election and will retire from her service on the 3M Board on May 10, 2022, when her term expires. We thank both Mr. Henkel and Ms. Woertz for their many contributions to the Board and to the Company.

The Nominating and Governance Committee reviewed the Board Membership Criteria (described on page 27) and the specific experience, qualifications, attributes, and skills of each nominee, including membership(s) on the boards of directors of other public companies. The following pages contain biographical and other information about the nominees. Following each nominee’s biographical information, we have provided information concerning the particular experience, qualifications, attributes, and skills that are deemed most critical to 3M’s long-term success and led the Nominating and Governance Committee and the Board to determine that each nominee should serve as a director. In addition, the majority of our directors serve or have served on boards and board committees (including as committee chairs) of other public companies, which the Board believes provides them with additional board leadership and governance experience, exposure to best practices, and substantial knowledge and skills that further enhance the functioning of our Board.

		Recommendation of the board
		The Board of Directors unanimously recommends a vote “FOR” the election of these nominees as directors. Proxies solicited by the Board of Directors will be voted “FOR” these nominees unless a shareholder indicates otherwise in voting the proxy.

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Board membership criteria

3M’s Corporate Governance Guidelines contain Board Membership Criteria that include a list of key skills and characteristics deemed critical to serve 3M’s long-term business strategy and expected to be represented on 3M’s Board. The Nominating and Governance Committee periodically reviews with the Board the appropriate skills and characteristics required of Board members given the current Board composition. It is the intent of the Board that the Board, itself, will be a high-performance organization creating competitive advantage for the Company. To perform as such, the Board will be composed of individuals who have distinguished records of leadership and success in their arena of activity and who will make substantial contributions to Board operations and effectively represent the interests of all shareholders. The Committee’s and the Board’s assessment of Board candidates includes, but is not limited to, consideration of:

In addition to these minimum requirements, the Committee will also evaluate whether the nominee’s skills are complementary to the existing Board members’ skills, the Board’s needs for particular expertise in certain areas, and will assess the nominee’s impact on Board dynamics, effectiveness, and diversity of experience and perspectives.

Director nominees – diversity of skills and experience

The diagram below summarizes the director nominees’ key skills and experiences in the areas that are most relevant to 3M and shows the number of director nominees who possess each of the skills and experiences:

		Leadership. Significant leadership experience with understanding of complex global organizations, strategy, risk management, and how to drive change and growth.				Finance. Financial metrics measures our performance. All directors must understand finance and financial reporting processes. All, but one, Audit Committee members qualify as “audit committee financial experts.”
		Manufacturing. As a vertically integrated Company, manufacturing experience is important to understanding the operations and capital needs of the Company.				Global. Global business experience is critical to 3M’s international growth with 60 percent of sales from outside the U.S. in 2021.
		Supply Chain. Directors with expertise in the management of the upstream and downstream relationships with suppliers and customers provide important perspectives on achieving efficient operations.				Risk Management. Directors with experience in risk management and oversight, including environmental, social, and cybersecurity, play an important role in the Board’s oversight of risks.
		Technology. As a diversified technology, science-based Company, directors with technology backgrounds understand 3M’s 51 technology platforms and the importance of investing in new technologies for future growth.				Marketing. Organic growth is one of 3M’s financial metrics and directors with marketing expertise provide important perspectives on developing new markets.

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Diversity

For 3M, diversity, in its myriad manifestations, is fundamental to innovation, performance, and relevancy. The Board of Directors regards diversity as an important factor in selecting board nominees to serve on the Board. When selecting nominees, it actively considers diversity in recruitment and nomination of directors, such as gender, race, ethnicity, sexual orientation, and national origin. The current composition of our Board reflects those ongoing efforts and the continued importance of diversity to the Board.

Board self-evaluation process

The Board conducts a multi-step annual self-evaluation to determine whether it, its committees and its directors are functioning effectively, consider opportunities for continual enhancement, and as part of its annual director nomination process.

1
		●    Chairman/Lead Director/Nominating and Governance (N&G) Committee Chair meet around the time of the November Board meeting to evaluate the performance and skills of each director ●    Information is shared and discussed with the N&G Committee and considered in the nomination process at the February meeting
2
		●   N&G Chair meets individually with each director around the time of the February meeting to discuss: ►  Effectiveness of Board and committees ►  Opportunities for improvement ►  Director’s self-evaluation ►  Director’s evaluation of other Board members ►  Other topics selected by director ●   N&G Chair shares comments and feedback with the Board and N&G Committee
3
		●    Following the February meeting, each director completes a questionnaire on the functioning of the Board and committees ●    Results are discussed at the April Board and committee meetings
4
		●   As a result of this process: ►   The Board and its committees identify potential areas for improvement, as well as existing practices which have contributed to high effectiveness ►   Items requiring follow-up are monitored on a going-forward basis by the full Board, committees and/or committee chairs, as applicable ►   The N&G Committee considers the performance and contributions of each director as part of its annual nomination process to ensure our directors continue to possess the necessary skills and experience to effectively oversee the Comp any; on occasion, the N&G Committee has not re-nominated a director

While this formal self-evaluation is conducted on an annual basis, directors share perspectives, feedback, and suggestions year-round. The Board and each committee conducted an evaluation of its performance in 2021.

Director nomination process

In addition to its annual assessment and nomination of incumbent directors, the Nominating and Governance Committee oversees the process for selecting new director candidates.

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Identification, evaluation, and selection of nominees

Director nomination process

The Committee also focuses on overall Board-level succession planning at the director level, periodically reviews the appropriate size and composition of the Board and anticipates future vacancies and needs of the Board. In the event the Committee recommends an increase in the size of the Board or a vacancy occurs, the Committee considers qualified nominees from several sources, including current Board members and nominees recommended by shareholders and other persons.

The Committee may from time to time retain a director search firm to help the Committee identify qualified director nominees for consideration by the Committee. In 2021, the Committee retained Russell Reynolds to help identify future Board candidates.

Shareholder nominations

The Nominating and Governance Committee has a policy to consider properly submitted shareholder recommendations for candidates for membership on the Board of Directors. Shareholders proposing individuals for consideration by the Committee must include at least the following information about the proposed nominee: the proposed nominee’s name, age, business or residence address, principal occupation or employment, and whether such person has given written consent to being named in the Proxy Statement as a nominee and to serving as a director if elected. Shareholders should send the required information about the proposed nominee to:

Corporate Secretary 3M Company 3M Center Building 220-9E-02 St. Paul, MN 55144-1000

For an individual proposed by a shareholder to be considered by the Committee for recommendation as a Board nominee for the 2023 Annual Meeting, the Corporate Secretary must receive the proposal by November 23, 2022. Such proposals must be sent via registered, certified, or express mail (or other means that allows the shareholder to determine when the proposal was received by the Company). The Corporate Secretary will refer properly submitted shareholder proposed nominations to the Chair of the Nominating and Governance Committee for consideration at a future Committee meeting. Individuals proposed by shareholders in accordance with these procedures will receive the same consideration received by individuals identified to the Committee through other means.

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Shareholder nominations – advance notice bylaw

In addition, 3M’s Bylaws permit shareholders to nominate directors at an annual meeting of shareholders or at a special meeting at which directors are to be elected in accordance with the notice of meeting. Shareholders intending to nominate a person for election as a director must comply with the requirements set forth in the Company’s Bylaws. With respect to nominations to be acted upon at our 2023 Annual Meeting, our Bylaws would require, among other things, that the Corporate Secretary receive written notice from the record shareholder no earlier than November 23, 2022, and no later than December 23, 2022. The notice must contain the information required by the Bylaws, a copy of which is available on our website at www.3M.com, under Investor Relations — Governance. Nominations received after December 23, 2022, will not be acted upon at the 2023 Annual Meeting.

Shareholder nominations – universal proxy rules

In addition to satisfying the foregoing advance notice requirements under 3M’s Bylaws, to comply with the universal proxy rules (once effective) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-9 under the Exchange Act no later than March 11, 2023, which is 60 days prior to the anniversary date of the 2022 Annual Meeting.

Proxy access nominations

Further, pursuant to the proxy access Bylaw adopted by the Board in November 2015, a shareholder, or a group of up to 20 shareholders, continuously owning for three years at least three percent of our outstanding common shares may nominate and include in our proxy materials up to the greater of two directors and 20 percent of the number of directors currently serving, if the shareholder(s) and nominee(s) satisfy the Bylaw requirements. For eligible shareholders to include in our proxy materials nominees for the 2023 Annual Meeting, proxy access nomination notices must be received by the Company no earlier than November 23, 2022, and no later than December 23, 2022. The notice must contain the information required by the Bylaws.

Director orientation and continuing education

Our orientation programs familiarize new directors with 3M’s businesses, strategic plans, and policies, and help prepare them for their role on their assigned committees. Continuing education programs assist directors in maintaining skills and knowledge necessary for the performance of their duties. These programs may be part of regular Board and Committee meetings or provided by academic or other qualified third parties. The programs have also included visits to the Company’s laboratories and manufacturing facilities.

Director independence

The Board has adopted a formal set of Director Independence Guidelines with respect to the determination of director independence, which either conform to or are more exacting than the independence requirements of the New York Stock Exchange (“NYSE”) listing standards, and the full text of which is available on our website at www.3M.com, under Investor Relations — Governance. In accordance with these Guidelines, a director or nominee for director must be determined to have no material relationship with the Company other than as a director. The Guidelines specify the criteria by which the independence of our directors will be determined, including strict guidelines for directors and their immediate family members with respect to past employment or affiliation with the Company or its independent registered public accounting firm. The Guidelines also prohibit Audit and Compensation and Talent Committee members from having any direct or indirect financial relationship with the Company, and restrict both commercial and not-for-profit relationships of all directors with the Company. Directors may not be given personal loans or extensions of credit by the Company, and all directors are required to deal at arm’s length with the Company and its subsidiaries, and to disclose any circumstance that might be perceived as a conflict of interest.

In accordance with these Guidelines, the Board undertook its annual review of director independence. During this review, the Board considered transactions and relationships between each director, or any member of his or her immediate family and the Company and its subsidiaries and affiliates in each of the most recent three completed fiscal years. The Board also considered whether there were any transactions or relationships between the Company and a director or any members of a director’s immediate family (or any entity of which a director or an immediate family member is an executive officer, general partner, or significant equity holder). The Board considered that in the ordinary course of business, transactions may occur between the Company and its subsidiaries and companies at which some of our directors are or have been officers. In particular, the Board considered the annual amount of sales to 3M for each of the most recent three completed fiscal years by each of the companies where directors serve or have served as an executive officer, as well as purchases by those companies from 3M. The Board determined that the amount of

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sales and purchases in each fiscal year was below one percent of the annual revenues of each of those companies, the threshold set forth in the Director Independence Guidelines. The Board also considered charitable contributions to not-for-profit organizations with which our directors or immediate family members are affiliated, none of which approached the threshold set forth in our Director Independence Guidelines.

As a result of this review, the Board affirmatively determined that the following directors are independent under these Guidelines: Thomas “Tony” K. Brown, Pamela J. Craig, David B. Dillon, Michael L. Eskew, James R. Fitterling, Herbert L. Henkel, Amy E. Hood, Muhtar Kent, Suzan Kereere, Dambisa F. Moyo, Gregory R. Page, and Patricia A. Woertz. The Board has also determined that members of the Audit Committee and Compensation and Talent Committee received no compensation from the Company other than for service as a director. Michael F. Roman, Chairman of the Board and Chief Executive Officer, is considered to not be independent because of his employment by the Company.

Corporate governance practices and policies

The Company believes that good corporate governance practices serve the long-term interests of shareholders, strengthen the Board and management, and further enhance the public trust 3M has earned from more than a century of operating with uncompromising integrity and doing business the right way. The following sections provide an overview of 3M’s corporate governance practices, which are published on the Company’s website, including the Corporate Governance Guidelines, our shareholder outreach and engagement practices, the Codes of Conduct for directors and employees, public policy engagement, and other important governance-related policies.

Corporate governance highlights

		Board compositions and independence			Board and board committee practices			Shareholder rights
	●  Diverse board in all aspects ●  92% independent board ●  100% independent board committees ●  Lead Independent Director with robust authority ●  Regular executive sessions for independent directors ●   Full access to management and  employees			●  Annual board, committee and individual director self-evaluation process ●  Comprehensive onboarding and continuing education program ●  Strong Audit Committee financial expertise ●  Regular board refreshment and a mix of tenure, including mandatory director retirement age   ●  Active consideration of diversity in director nomination process ●  Regular shareholder outreach and engagement			●  Annual election of all directors ●  Majority voting for director elections ●  Market-standard proxy access right ●  No supermajority voting requirements ●  Shareholder right to call special meetings   ●  No poison pill ●  Processes for director nomination by shareholders and communicating with the Board
		Board oversight areas			Executive compensation governance
	●  Long-term strategic plans and capital allocation ●  Enterprise risk management, including cybersecurity ●  Environmental stewardship and sustainability ●  Diversity and inclusion, equity in workplaces, communities and business practices ●  Human capital management ●  CEO and management succession planning ●  Political activities and contributions			●  Comprehensive clawback policy ●  Robust stock ownership guidelines for executive officers and directors ●  No hedging or pledging by executive officers and directors ●  No employment or change in control agreements with any senior executives, including CEO

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Corporate governance guidelines

The Board has adopted Corporate Governance Guidelines which provide a framework for the effective governance of the Company. The guidelines address matters such as the respective roles and responsibilities of the Board and management, the Board’s leadership structure, the responsibilities of the independent Lead Director, director independence, the Board Membership Criteria, Board committees, and Board and management evaluation. The Board’s Nominating and Governance Committee is responsible for overseeing and reviewing the Guidelines at least annually and recommending any proposed changes to the Board for approval. Some key governance guidelines, not otherwise addressed in our Proxy Statement, are set forth below. The Corporate Governance Guidelines, the Certificate of Incorporation and Bylaws, the charters of the Board committees, the Director Independence Guidelines, and the Codes of Conduct provide the framework for the governance of the Company and are available on our website at www.3M.com, under Investor Relations — Governance.

Communication with directors

The Board of Directors has adopted the following process for shareholders and other interested parties to send communications to members of the Board. Shareholders and other interested parties may communicate with the Lead Independent Director, the chairs of the Audit, Compensation and Talent, Nominating and Governance, and Science, Technology & Sustainability Committees of the Board, or with any of our other independent directors, or all of them as a group, by sending a letter to the following address: Corporate Secretary, 3M Company, 3M Center, Building 220-9E-02, St. Paul, MN 55144-1000. The Corporate Secretary reviews communications to the independent directors and forwards those communications to the independent directors as discussed below. Communications involving substantive accounting or auditing matters will be immediately forwarded to the Chair of the Audit Committee and the Company’s Chief Compliance Officer consistent with time frames established by the Audit Committee for the receipt of communications dealing with these matters. Communications that pertain to non-financial matters will be forwarded promptly. Items that are unrelated to the duties and responsibilities of the Board will not be forwarded, such as: business solicitation or advertisements; product-related inquiries; mass mailings; resumes or other job-related inquiries; and unsolicited commercial e-mails.

3M’s codes of conduct

More than a century of operating with uncompromising integrity has earned 3M trust from our customers, credibility with our communities, and dedication from our employees. All of our employees, including our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, are required to abide by 3M’s Code of Conduct to ensure that our business is conducted in a consistently legal and ethical manner. The Code forms the foundation of a comprehensive process that includes compliance with corporate policies and procedures and a Company-wide focus on uncompromising integrity in every aspect of our operations. Our Code of Conduct covers many topics, including antitrust and competition law, conflicts of interest, financial reporting, protection of confidential information, and compliance with all laws and regulations applicable to the conduct of our business.

Employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code of Conduct. The Audit Committee has adopted procedures to receive, retain, and treat complaints received regarding accounting, internal accounting controls, or auditing matters, and to allow for the confidential and anonymous

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submission by employees or others of concerns regarding questionable accounting or auditing matters. Information on how to submit any such communications can be found on 3M’s Investor Relations website, under Governance — Governance Documents — Employee Business Conduct Policies — “Report a concern or ask a question.” Our Chief Compliance Officer, who has direct reporting obligations to the Audit Committee, periodically reports to the Audit Committee on compliance with the Company’s Code of Conduct, including the effectiveness of the Company’s compliance program.

The Board also has adopted a Code of Business Conduct and Ethics for Directors of the Company. This Code incorporates long-standing principles of conduct the Company and the Board follow to ensure the Company’s business and the activities of the Board are conducted with integrity and adherence to the highest ethical standards, and in compliance with the law. The Company’s Code of Conduct for employees and the Code of Business Conduct and Ethics for Directors are available on our website at www.3M.com under Investor Relations — Governance — Governance Documents.

Public policy engagement

The Company believes that transparency with respect to the consideration, processes, and oversight of our engagement with lawmakers is important to our shareholders, and continuously makes efforts to give our shareholders useful information about our public policy engagement. Since 2007, the Company has voluntarily published a detailed explanation of the Company’s political activities which is available on our website at www.3M.com under Investor Relations — Governance — Governance Documents — “Lobbying and Political Activities Governance.” There, the Company explains its principles and governance procedures and provides detailed information about 3M’s lobbying, political activities, and engagement with industry associations. We discuss our positions on important public policy issues, the factors we consider when evaluating contribution proposals, and the processes we use for legal, financial, executive, and Board oversight of our political activities and contributions. We also provide links to the reports the 3M Political Action Committee files monthly with the Federal Election Commission and the Company’s quarterly Lobbying Disclosure reports, as well as a detailed list of our contributions to state candidates and political parties, and contributions to “527” political organizations. The Company also discloses on its website the trade associations the Company joined where $25,000 or more of the dues are allocated for lobbying purposes by the trade association. Certain tax-exempt organizations, organized under U.S. Internal Revenue Code §501(c)(4) and known as “social welfare” organizations, may engage in lobbying activities related to their primary purpose. If the portion of any of our dues or other contribution in excess of $25,000 are allocated to lobbying activities, we will disclose the association and amount so allocated. The Company believes that these disclosures on our website, which exceed the disclosures required by law, offer transparency respecting the Company’s public policy engagement and political activities.

Related person transaction policy and procedures

The Board of Directors has adopted a written Related Person Transaction Policy and Procedures which is administered by the Nominating and Governance Committee. This Policy applies to any transaction or series of transactions in which the Company or a subsidiary is a participant, the amount involved exceeds $120,000, and a Related Person (as that term is defined in the Policy) has a direct or indirect material interest and which is required to be disclosed under Item 404(a) of Regulation S-K. Transactions that fall within this definition are referred to the Committee for approval or other action. Based on its consideration of all of the relevant facts and circumstances, the Committee decides whether or not to approve a transaction and approves only those transactions that are in the best interests of the Company and its shareholders. In the course of its review and approval or ratification of a transaction, the Committee considers:

Any Committee member who is a Related Person with respect to a transaction under review may not participate in the deliberations or vote respecting such approval, except that such a director may be counted in determining the presence of a quorum at a meeting at which the Committee considers the transaction. There were no Related Person Transactions that were referred to the Committee in 2021.

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Policy on adoption of a rights plan

In 2002 and 2003, a 3M shareholder submitted a shareholder proposal to 3M regarding the approval process for adopting a shareholders’ rights plan (also known as a “poison pill”). 3M does not have a rights plan and is not currently considering adopting one. The Board continues to believe, however, that there may be circumstances under which adoption of a rights plan would give the Board the negotiating power and leverage necessary to obtain the best result for 3M shareholders in the context of a takeover effort.

Following consideration of the favorable vote the shareholder proposal received and in light of this belief, the Board adopted and has reaffirmed a statement of policy on this topic. The Board’s policy is that it will only adopt a rights plan if either: (1) shareholders have approved adoption of the rights plan; or (2) the Board (including a majority of the independent members of the Board), in its exercise of its fiduciary responsibilities, makes a determination that, under the circumstances existing at the time, it is in the best interests of 3M’s shareholders to adopt a rights plan without the delay in adoption resulting from seeking shareholder approval.

The Board has directed the Nominating and Governance Committee to review this policy statement on an annual basis and to report to the Board on any recommendations it may have concerning the policy. The terms of the policy, as in effect, are included in 3M’s published Corporate Governance Guidelines in addition to this Proxy Statement.

Key areas of Board oversight

Board’s role in strategy

Each year management presents to the Board, and the Board discusses and approves, detailed long-term strategic plans for the Company. In addition to the Company’s overall strategic plan, financial strategic plan, enterprise strategic plans and priorities including Enterprise Operations and environmental, social and governance (ESG), the discussions also focused on breakout sessions with the directors on strategic plans and priorities for each of the four business groups.

Our Company’s long-term strategy is guided by our Purpose, Promise, and Principles in the pursuit of creating unique and differentiated value for customers, shareholders, and our stakeholders.

Leading with purpose

As a company we are guided by our Purpose, Promise, and Principles in the pursuit of creating unique and differentiated value for customers, shareholders, and our stakeholders.

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All of these bind us together as one 3M, unified in our ambitions and empowered to act to drive growth, development, reputation, and impact with every action. These collective ideals correspond to expectations from our customers, investors, and our employees, and they work in concert with our foundational strengths and priorities for long-term growth:

Our Strengths

Our strengths are the foundation of 3M. They are deep competitive advantages that we leverage across the enterprise, and make 3M greater than the sum of our parts. All 3M businesses are connected and bolstered by our strengths: unique technologies, advanced manufacturing, global capabilities and leading brands.

We apply and combine our 51 technology platforms – from adhesives and abrasives, to microreplication and nonwoven materials. We leverage our manufacturing capabilities: one-third of our technology platforms and one-quarter of our patents relate to process engineering. 3M’s global reach allows us to serve markets around the world, where we have operations in 70 countries and sales in nearly all countries. Finally, our brand adds value in each of our businesses. We do this while maintaining close engagement with our customers and end-markets, to gain insights that guide our innovation.

Our Priorities

3M constantly builds on our foundation through four priorities – Portfolio, Transformation, Innovation, and People & Culture – which position us for long-term success. The ongoing review and reshaping of our portfolio – including prioritization within 3M, and acquisitions and divestitures – is key to maximizing value. We are transforming 3M with new business processes, service models and digitalization capabilities. Innovation remains at the center of our model, and is constantly fueled by investments in research and development and capital. Developing our people and enhancing our culture is foundational to each priority, and our ability to grow, evolve and succeed.

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Board’s role in risk oversight

The Board believes that its oversight of risks, primarily through delegation to the Audit Committee, but also through delegation to other committees to oversee specific risks within their areas of responsibility and expertise, and the sharing of information with the full Board, is appropriate for a diversified technology and manufacturing company like 3M. The chair of each committee that oversees risk provides a summary of the matters discussed with the committee to the full Board following each committee meeting. The minutes of each committee meeting are also provided to all Board members. The Board also believes its oversight of risk is enhanced by its current leadership structure (further discussed

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below) because the CEO, who is ultimately responsible for the Company’s management of risk, also chairs regular Board meetings. Given his in-depth knowledge and understanding of the Company, the CEO is best able to bring key business issues and risks to the Board’s attention.

Board’s role in management succession planning and human capital management

The Board plans the succession to the position of Chairman, CEO and other senior management positions. To assist the Board, the Chairman/CEO and Chief Human Resources Officer annually assess senior managers and their succession potential for the position of Chairman/CEO and other senior management positions. The Board also reviews the Company’s strategies and plans to recruit, retain, develop, protect and fairly compensate its global workforce, with focuses on health and safety, development, diversity, equity and inclusion, and compensation and benefits.

Human capital management

At 3M, we believe the ability to recruit, retain, develop, protect, and fairly compensate our global workforce of 95,000 enables our success.

Health and Safety - We are committed to the safety, health, and well-being of our employees. We continuously evaluate opportunities to raise safety and health standards, visiting sites to identify and manage environmental health and safety risks; evaluating compliance with regulatory requirements and 3M policy; and maintaining a global security operation for the protection of facilities and people on 3M sites. We also promote a culture of health and well-being through disease prevention programs, on-site clinical services, employee assistance programs, and comprehensive health care benefits.

Development - Developing employees contributes to growing 3M’s business. We maintain talent and succession planning processes, including regular review by the Company’s chief executive officer (CEO) and reporting up through the Board of Directors. We have a suite of high-potential leadership development programs which brings a consistent approach to leadership development. We also have development programs for managers and supervisors and provide learning opportunities for all employees, in addition to regular coaching and support from their supervisor. With the Company’s global online employee learning platform, employees are able to access unique, just-in-time development resources in 12 languages to support their career aspirations and advance their skills.

Diversity, Equity and Inclusion - A diverse, global workforce and inclusive culture that provides fair and equitable opportunities helps 3M remain competitive, advance its innovation culture, and serve customers. We focus on attracting and advancing top talent and have publicly committed to advancing global diversity in management across all dimensions, with additional specific goals to continue advancing pay equity and to increase the Company’s diversity with underrepresented groups. We support these values with an internal CEO Inclusion Council, a forum led by senior management to advance diversity, equity and inclusion initiatives. We also plan to invest $50 million over a five-year period through 2025 to address racial opportunity gaps through workforce development initiatives in the communities in which our employees live and our business operates.

Compensation and Benefits - We have a trust-based approach to work that empowers employees to work where and when they can best achieve their goals, which supports attraction and retention of talent around the globe. In addition to a professional and flexible work environment that promotes innovation, well-being, and rewards performance, 3M’s total compensation for employees includes a variety of components that support sustainable employment and the ability to build a strong financial future, including competitive market-based pay and comprehensive benefits. In addition to earning a base salary, eligible employees are compensated for their contributions to the Company’s goals with both short-term cash incentives and long-term equity-based incentives. Through its global pay philosophy, principles and consistent implementation, 3M is committed to providing fair and equitable pay for employees. Eligible full-time employees in the United States also have access to medical, dental, and vision plans; savings and retirement plans; a 3M employee stock purchase plan; and other resources. Some of these benefits can also be available to regular part-time employees who work at least 20 hours a week. Programs and benefits differ internationally for a variety of reasons, such as local legal requirements, market practices, and negotiations with works councils, trade unions, and other employee representative bodies.

Commitment to sustainability

We are guided by the principles of sound science and corporate responsibility. We believe in an equitable and inclusive world, so we think, work, and act to drive meaningful change that endures. Together, we commit to creating a more sustainable world for future generations.

In collaboration with our employees, customers, partners, government, and communities, we apply our expertise and technology to help solve shared global challenges. We recognize and consistently seek opportunities to do more. It is our ambition to meet the increasing expectations of our customers, employees, investors, and stakeholders—and grow our business—by continuing to make bold sustainability commitments and taking stronger actions.

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For more than 45 years, 3M has been recognized as a leader among global corporations in sustainability actions and measures, with programs dating back as early as 1975. Since then and to this day, our goals and ambitions continue to grow and gain momentum as we recognize how much still needs to be done to make the world more sustainable for future generations. Our sustainability strategy is a systemic approach, seeking to drive innovation and holistic impact against shared global needs. We set impactful and measurable goals that demonstrate our environmental, social, and governance (ESG) commitments and progress. As a global science, technology, and manufacturing company, we believe 3M is uniquely positioned to bring our full capabilities to advance meaningful impact, not only in our workplaces but also in our communities. As we advance our initiatives with determination, we know systemic change requires resources and long-term dedication.

We report on these efforts annually in our Global Impact Report. As a global corporation contributing to society through diverse markets, we believe that we have a significant responsibility to advance the United Nations Sustainable Development Goals across the world. We are also a participant of the United Nations Global Compact, a policy initiative for businesses to demonstrate their commitment to ten principles in the areas of human rights, labor, environment, and anti-corruption. We align our Global Impact Report to the guidelines of the Sustainability Accounting Standards Board (SASB) and the Task Force for Climate-Related Financial Disclosures (TCFD) recommendations for helping businesses disclose climate-related financial information. Together with our ambition of improving lives and our strong set of 3M values, these commitments drive and inform our formalized approach to sustainability—the 3M Strategic Sustainability Framework.

Our commitment to sustainability encompasses stewardship of water discharges, air emissions and physical waste to minimize our manufacturing processes’ environmental impact, including active management of PFAS (per- and polyfluoroalkyl substances). In these efforts, 3M is committed to working with communities, elected officials, regulators, and scientists to continue to be a good neighbor.

Our robust governance framework includes oversight by our Board of Directors, which receives regular sustainability updates and reviews related risks as part of 3M’s enterprise risk management. The Science, Technology & Sustainability Committee of the Board of Directors has primary oversight responsibility of 3M’s sustainability and stewardship activities, including, among others, environmental and product stewardship efforts, environmental, health & safety, and legal and regulatory compliance. The company’s Environmental Responsibility and Sustainability Committee, comprising 3M top executive management, provides leadership, oversight and strategy for sustainability and develops and monitors adherence with related policies and procedures.

3M is a pay-for-performance company. Beginning in 2022, a new ESG modifier has been added to the formula used to calculate the annual incentive compensation earned by the Company’s senior executives. Amounts earned by them will be increased 10 percent of target, decreased 10 percent of target, or left unchanged based on the Compensation and Talent Committee’s assessment of 3M’s performance against a set of objective ESG metrics. For more information, see “2022 changes to our incentive compensation program—2022 annual incentive compensation program” on page 69.

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Through engagement with our Board of Directors, executive leadership team and business groups, our work across 3M’s Strategic Sustainability Framework is advancing progress towards our sustainability commitments and ESG metrics.

To learn more, please visit www.3M.com/ESG.

Our priority areas

Science for Circular Design solutions that do more with less material, advancing a global circular economy.		A circular economy does more with less, keeps products and materials in use, designs out waste and pollution, and regenerates natural systems. At the core is an opportunity to develop technologies and business models that are restorative and regenerative by design. At 3M, we see circular economy as an opportunity to inspire leadership, innovation and disruptive change, all driving impact for a more sustainable future. Goals Reduce global water use by an additional 10%, indexed to sales by 2022, 20% by 2025, and 25% by 2030.1,2 For 3M’s global manufacturing operations, enhance the quality of water returned to the environment from industrial processes by 2030. Our initial focus is on implementing state of-the-art water purification technology at the largest water use locations globally and having them operational in 2024.2 Engage 100% of water-stressed/scarce communities where 3M manufactures, on community-wide approaches to water management by 2025. Drive supply chain sustainability through targeted raw material traceability and supplier performance assurance by 2025. Drive supply chain sustainability through targeted raw material traceability and supplier performance assurance by 2025. Reduce manufacturing waste by an additional 10%, indexed to sales by 2025. Achieve zero landfill status at more than 30% of manufacturing sites by 2025. Require every new product that enters 3M’s new product commercialization process to have a Sustainability Value Commitment, demonstrating how it drives impact for the greater good.
Science for Climate Innovate to decarbonize industry, accelerate global climate change solutions and improve our environmental footprint.		At 3M, we support the global consensus set forth in the 2015 Paris Agreement and we are acting on the 2018 findings of the Special Report on Global Warming of 1.5°C by the Intergovernmental Panel on Climate Change into our goals, operations and actions. The global climate crisis impacts businesses, our communities and our families. We believe that by working together, we can drive necessary system change. We recognize the work to be done and are inspired by the opportunity to chart our collective path forward. Goals Improve energy efficiency, indexed to net sales, by 30% by 2025. Increase renewable energy to 50% of total electricity use by 2025 and to 100% by 2050. Reduce Scope 1 and 2 market-based GHG emissions at least 50% by 2030, 80% by 2040 and achieve carbon neutrality in our operations by 2050.2,3 Help our customers reduce their GHGs by 250 million tons of CO2 equivalent emissions through the use of 3M products by 2025.

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Science for Community Create a more positive world through science and inspire people to join us.

3M recognizes the crucial role of science in improving lives, protecting health and safety, and helping solve global challenges. We know we need new technologies, creative scientists, and evidence-based policies and decisions to drive impactful change. We recognize the importance of well-trained science, technology, engineering, and mathematics (STEM) graduates and the critical need for equitable access to STEM education and careers which drives us to advance diversity, equity, inclusion and social justice within our company and community. We believe in the power of science, sharing our expertise, and investing in the bright minds of tomorrow. Together we will lead and design a sustainable future for all. Goals Invest cash and products for education, community, and environmental programs by 2025. Double the pipeline of global diverse talent in management to build a diverse workforce by 2030, an adjustment from the previous goal year of 2025 as we reassess our progress to date. See 3M’s 2021 Diversity, Equity & Inclusion Report for more details. 100% participation in employee development program to advance individual and organizational capabilities by 2025. Provide 300,000 work hours of skills-based volunteerism by 3M employees to improve lives and help solve society’s toughest challenges by 2025. Provide training to five million people globally on worker and patient safety by 2025.

Board structure and processes

Board’s leadership structure

Our Corporate Governance Guidelines allow the independent directors flexibility to split or combine the Chairman and CEO responsibilities. The independent directors annually review our leadership structure to determine the structure that is in the best interest of 3M and its shareholders.

The Board’s current leadership structure is characterized by:

The Board believes that this leadership structure provides independent board leadership and engagement while deriving the benefits of having our CEO also serve as Chairman of the Board. As the individual with primary responsibility for managing the Company’s day-to-day operations and with in-depth knowledge and understanding of the Company, the CEO is best positioned to chair regular Board meetings as the directors discuss key business and strategic issues. Coupled with the Lead Independent Director, this combined structure provides independent oversight while avoiding unnecessary confusion regarding the Board’s oversight responsibilities and the day-to-day management of business operations.

The Board believes that adopting a rigid policy on whether to separate or combine the positions of Chairman of the Board and CEO would inhibit the Board’s ability to provide for a leadership structure that would best serve shareholders. As a result, the Board has rejected adopting a policy permanently separating or combining the positions of Chairman and CEO in its Corporate Governance Guidelines, which are reviewed at least annually and available on our website at www.3M.com, under Investor Relations — Governance. Instead, the Board adopted an approach that allows it, in representing the shareholders’ best interests, to decide who should serve as Chairman or CEO, or both, under present or anticipated future circumstances.

The Board believes that combining the roles of CEO and Chairman contributes to an efficient and effective Board. The Board believes that to drive change and continuous improvement within the Company, tempered by respect for 3M’s traditions and values, the CEO must have maximum authority. The CEO is primarily responsible for effectively leading

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significant change, improving operational efficiency, driving growth, managing the Company’s day-to-day business, managing the various risks facing the Company, and reinforcing the expectation for all employees of continuing to build on 3M’s century-old tradition of uncompromising integrity and doing business the right way.

The Board also believes that the Company’s corporate governance measures ensure that strong, independent directors continue to effectively oversee the Company’s management and key issues related to executive compensation, CEO evaluation and succession planning, strategy, risk, and integrity. The Corporate Governance Guidelines provide, in part, that:

The Board has also designated one of its members to serve as Lead Independent Director, with responsibilities that are similar to those typically performed by an independent chairman.

Lead Independent Director

Since 2012, our Lead Independent Director has been Michael Eskew, a highly experienced director. He currently serves on the boards of The Allstate Corporation, Eli Lilly and Company, and International Business Machines Corporation, and is the former Chairman and CEO of United Parcel Service, Inc. His responsibilities include, but are not limited to, the following:

Executive sessions

As an agenda item for every regularly scheduled Board and committee meeting, independent directors regularly meet in executive session, without the Chairman/CEO or other members of management present, to consider such matters as they deem appropriate. The Lead Independent Director presides over the Board’s executive sessions.

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Board committees

Board and committee information

The Board currently has the following standing committees: Audit, Compensation and Talent, Nominating and Governance, and Science, Technology & Sustainability. The current members of our committees, the principal functions of each committee and the number of meetings held in 2021 are shown below. Each member is independent under our Director Independence Standards, as well as applicable Securities Exchange Commission (“SEC”) rules and NYSE listing standards.

Each committee has adopted, and annually reviews, a charter setting forth its roles and responsibilities. Those charters are available at www.3M.com > Investor Relations > Governance > Governance Documents > Committee Charters.

Board committee composition

Name of Non-employee Director		Audit		Compensation and Talent		Nominating and Governance		Science, Technology & Sustainability
Thomas “Tony” K. Brown
Pamela J. Craig
David B. Dillon
Michael L. Eskew
James R. Fitterling
Herbert L. Henkel*
Amy E. Hood
Muhtar Kent
Suzan Kereere
Dambisa F. Moyo
Gregory R. Page
Patricia A. Woertz*

 = Committee member   = Chair

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Audit Committee     Meetings in 2021: 10
David B. Dillon		Thomas “Tony” K. Brown				Pamela J. Craig		Dambisa F. Moyo
(chair)
The Board of Directors has determined that all Audit Committee members are “independent” and “financially literate” under the NYSE listing standards and that members of the Audit Committee received no compensation from the Company other than for service as a director. The Board has also determined that the following Audit Committee members — David B. Dillon (chair), Pamela J. Craig, and Dambisa F. Moyo — have “accounting or related financial management expertise” under the NYSE listing standards and are “audit committee financial experts” as that term is defined by applicable Securities and Exchange Commission regulations. Introduction The Audit Committee assists the Board in its oversight of the integrity of the Company’s financial statements, compliance with legal and regulatory requirements, the qualifications, independence, and performance of the Company’s independent registered public accounting firm (the “Independent Accounting Firm”), the performance of the Company’s internal auditing department, the Company’s financial risk assessment and management, and furnishes a report for inclusion in the Company’s Proxy Statement. Roles and Responsibilities
●  Reviews the Company’s annual audited and quarterly consolidated financial statements and internal controls over financial reporting; ●  Reviews the Company’s financial reporting process and internal controls over financial reporting, including any major issues regarding accounting principles and financial statement presentation, and critical accounting policies to be used in the consolidated financial statements; ●  Reviews and discusses with management and the Independent Accounting Firm the Company’s report on internal controls over financial reporting and the Independent Accounting Firm’s audit of internal controls over financial reporting; ●  Reviews earnings press releases prior to issuance; ●  Appoints, oversees, and approves compensation of the Independent Accounting Firm; ●  Reviews with the Independent Accounting Firm the scope of the annual audit, including fees and staffing, and approves all audit and permissible non-audit services provided by the Independent Accounting Firm; ●  Reviews findings and recommendations of the Independent Accounting Firm and management’s response to the recommendations of the Independent Accounting Firm; ●  Discusses policies with respect to risk assessment and risk management, the Company’s major risk exposures, and the steps management has taken to monitor and mitigate such exposures; ●  Periodically reviews the Company’s capital allocation and capital structure strategies, insurance coverage, funding for pension and other post-retirement benefit plans, and global tax planning; ●  Periodically reviews the Company’s global Treasury activities, including risks associated with cash investments, counterparties, and use of derivatives and other financial instruments for risk management purposes;					●  Periodically reviews and approves the Company’s use of swaps exemption pursuant to Dodd-Frank derivatives clearing policy; ●  Periodically obtains reports from senior management, including the Chief Information Officer, regarding the progress on the phased implementation of the global enterprise resource planning system, information technology networks and systems, and the adequacy and effectiveness of the Company’s information security policies and internal controls regarding information security; ●  Periodically obtains reports from the Company’s senior internal auditing executive, who has direct reporting obligations to the Committee, on the annual audit plan, scope of work, and the results of internal audits and management’s response thereto; ●  Periodically obtains reports from the Company’s Chief Compliance Officer, who has direct reporting obligations to the Committee, on compliance with the Company’s Code of Conduct, and at least annually, on the implementation and effectiveness of the Company’s compliance and ethics program; ●  Reviews with the Company’s General Counsel legal matters that may have a material impact on the consolidated financial statements and any material reports or inquiries received from regulators or government agencies regarding compliance; and ●  Establishes procedures for (i) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters and periodically review with the Chief Compliance Officer and the Company’s senior internal auditing executive these procedures and any significant complaints received.

= Financially literate         = Financial expert

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Compensation and Talent Committee   Meetings in 2021: 10

Pamela J. Craig (chair)

Michael L. Eskew

James R. Fitterling

Herbert L. Henkel*

Amy E. Hood

Suzan Kereere

Gregory R. Page

Patricia A. Woertz*

The Board of Directors has determined that all Compensation and Talent Committee members are “independent” under the NYSE listing standards, including the listing standards applicable to compensation committee members. The Board has also determined that each Compensation and Talent Committee member qualifies as a “Non-Employee Director” under Rule 16b-3 of the Securities Exchange Act of 1934. Introduction The Compensation and Talent Committee reviews the Company’s compensation practices and policies, annually reviews and approves (subject to ratification by the independent directors of the Board) the compensation for the CEO, annually reviews and approves the compensation for the other senior executives, evaluates CEO performance, reviews and discusses with management of the Company the Compensation Discussion and Analysis prepared in accordance with the Securities and Exchange Commission’s disclosure rules for executive compensation, and furnishes a report for inclusion in the Company’s Proxy Statement. Roles and Responsibilities

●  Reviews disclosures in the Company’s Proxy Statement regarding advisory votes on executive compensation and the frequency of such votes; ●  Approves the adoption, amendment, and termination of incentive compensation and deferred compensation programs for employees of the Company; ●  Approves the adoption, amendment, or termination of equity compensation programs or, if shareholder approval would be required, recommends such actions to the Board; ●  Approves, subject to ratification by the independent directors of the Board, employment agreements and severance arrangements for the CEO, as appropriate; ●  Approves employment agreements and severance arrangements for the senior executives of the Company (other than the CEO), as appropriate; ●  Oversees the administration of the Company’s stock and long-term incentive compensation programs, and determines the employees who receive awards and the size of their awards under such programs; ●  Approves the adoption and amendment of Company guidelines covering ownership of Company common stock by executives, and annually reviews compliance with these guidelines;

●  Reviews and makes recommendations to the Board of Directors concerning any amendment to a retirement benefit plan that would require Board approval; ●  Annually reviews a risk assessment of the Company’s compensation policies and practices for its employees; ●  Periodically reviews and discusses with the Company’s management matters relating to internal pay equity; ●  Reviews shareholder proposals relating to executive compensation matters and makes recommendations to the Board regarding responses; ●  Effective February 8, 2022: Periodically reviews and discusses with management matters relating to talent sourcing, diversity, and retention strategies; talent development; internal pay equity; and equal employment opportunities; ●  Effective February 8, 2022: Periodically reviews with the Chairman/CEO their assessment of the Company’s senior executives and succession plans relating to their positions; and ●  Has the authority to retain compensation consultants, counsel, or other advisors as it deems appropriate, including the authority to approve such advisors’ fees and retention terms.

The Committee may delegate its authority to subcommittees of one or more Committee members or to senior executives of the Company as it deems appropriate, subject to compliance with applicable laws, rules, regulations, and plan requirements. The Committee has delegated authority to the Company’s Chief Executive Officer and to its Executive Vice President and Chief Human Resources Officer, to grant certain stock-based awards to eligible, non-executive employees, subject to certain limits.

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Nominating and Governance Committee   Meetings in 2021: 5
Muhtar Kent (chair)		Thomas “Tony” K. Brown		David B. Dillon				Dambisa F. Moyo
The Board of Directors has determined that all Nominating and Governance Committee members are “independent” under the NYSE listing standards. Introduction The Nominating and Governance Committee establishes the Board Membership Criteria, assists the Board by identifying individuals qualified to become Board members, recommends to the Board matters of corporate governance, facilitates the annual review of the performance of the Board and its committees, and periodically reviews CEO and management succession plans. Roles and Responsibilities
●  Selects and recommends director candidates to the Board of Directors, in light of the Board Membership Criteria adopted by the Board, either to be submitted for election at the Annual Meeting or to fill any vacancies on the Board, including consideration of any shareholder nominees for director (submitted in accordance with the Company’s Bylaws); ●  Reviews and makes recommendations to the Board of Directors concerning the composition and size of the Board and its committees, the Board Membership Criteria, frequency of meetings, and changes in compensation for non-employee directors; ●  Reviews the Company’s Corporate Governance Guidelines at least annually, and recommends any proposed changes to the Board for approval; ●  Develops and recommends to the Board standards to be applied in making determinations on the types of relationships that constitute material relationships between the Company and a director for purposes of determining director independence;				●  Reviews and approves any transaction between the Company and any related person, which is required to be disclosed under the rules of the Securities and Exchange Commission; ●  Develops and recommends to the Board for its approval an annual self-assessment process of the Board and its committees and oversees the process; ●  Reviews periodically with the Chairman/CEO succession plans relating to positions held by elected corporate officers, and makes recommendations to the Board with respect to the selection of individuals to occupy these positions; ●  Periodically reviews the corporate contribution program (3Mgives) and the contribution activities of the 3M Foundation, which is funded by the Company; and ●  Periodically reviews the Company’s positions and engagement on important public policy, social responsibility and corporate governance issues affecting its business, including political contributions by 3M and its Political Action Committee, and shareholder engagement.

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Science, Technology & Sustainability Committee   Meetings in 2021: 9
Gregory R. Page (chair)		Herbert L. Henkel*		Amy E. Hood				Muhtar Kent
The Board of Directors has determined that all Science, Technology & Sustainability Committee members are “independent” under the NYSE listing standards. Introduction The responsibility of the Science, Technology & Sustainability Committee (the “Committee”) of the 3M Board of Directors is to oversee the twin demands of developing products to meet the ever-changing needs of our customers while ensuring that those products cause no harm to people or to our planet. The Committee is responsible for providing the general oversight of the significant scientific and technological aspects of 3M’s businesses and the Company’s sustainability and stewardship activities. Roles and Responsibilities
●  Monitors and reviews the overall strategy, direction and effectiveness of the Company’s research and development activities; ●  Reviews management’s strategy and allocation of resources for research and development activities, including product line extensions and new product platforms; ●  Reviews the Company’s policies and programs on sustainability; environmental and product stewardship; and environmental, health and safety, including for compliance with all applicable laws and regulations;				●  Assists the Board in identifying and analyzing significant emerging science and technology, disruptive innovations, sustainability, materials vulnerability, and geopolitical issues that may impact the Company’s overall business strategy, global business continuity and financial results; and ●  Annually reviews the Company’s Sustainability Report.

Meeting attendance

During 2021, the Board of Directors held five regularly scheduled meetings and four special meetings. Overall attendance at Board and committee meetings was 98 percent. During 2021, all of our directors attended at least 75 percent of all Board and Committee meetings on which they served.

The Company has a long-standing policy that directors are expected to attend the Annual Meeting of Shareholders unless extenuating circumstances prevent them from attending. All 12 directors who were members of the Board as of May 2021 attended last year’s Annual Meeting of Shareholders.

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Director compensation

Philosophy and Process

The Nominating and Governance Committee is responsible for reviewing and making recommendations to the Board regarding all matters pertaining to the compensation of our non-employee directors. The Board reviews the recommendations of the Committee and determines the form and amount of director compensation.

In developing its recommendations, the Nominating and Governance Committee is guided by the following goals:

The Nominating and Governance Committee works with an independent compensation consultant to support its objectives of maintaining a reasonable and appropriate program. For 2021, Frederic W. Cook & Co., Inc. (“FW Cook”) provided the Committee with expert advice on the compensation of non-employee directors, in addition to analyzing market data on director compensation at the same peer group of companies approved by the Compensation and Talent Committee for evaluating Named Executive Officer compensation. Neither the Company nor the Nominating and Governance Committee has any arrangement with any other compensation consultant who has a role in determining or recommending the amount or form of director compensation. For more information on the peer group, see “Executive compensation peer group” beginning on page 67.

Directors who are employees of the Company do not receive payment for their Board service.

Elements of annual compensation for non-employee directors

DSUs. Each DSU represents the right to receive one share of 3M common stock at a future date. For fees paid in DSUs, the number of units credited to the director’s recordkeeping account is determined by dividing the target value of the fees to be paid by the closing sales price for a share of 3M common stock on the NYSE for the last trading day

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immediately preceding the earliest date such amount otherwise could have been paid to the director if taken on a current basis. The Company also credits the director’s account with an additional number of DSUs for each ordinary cash dividend paid on the shares of the Company’s common stock. Appropriate adjustments to the DSUs credited to each director’s account will be made for stock splits, stock dividends, mergers, consolidations, payments of dividends other than in cash, and similar circumstances affecting 3M common stock. Unless deferred (see “Alternative Times and Forms of Payment” below), the shares of 3M common stock underlying the DSUs will be distributed in a single lump sum during the month of January in the first year after the director leaves the Board.

Alternative Times and Forms of Payment. In lieu of receiving all or a portion of the annual stock retainer in DSUs, a director may elect to receive shares of 3M common stock on a current basis, but the net after-tax portion of such shares must be retained by the director until he or she leaves the Board. Similarly, in lieu of cash fees, a director may opt to receive 3M common shares, DSUs or deferred cash. Directors also may elect to receive distribution of their deferred cash or settlement of their DSUs as follows:

2021 director compensation table

The table below shows the amounts earned by our non-employee directors (other than Ms. Kereere) in 2021. As Ms. Kereere joined the Board on February 10, 2022, she did not earn any director compensation during 2021.

FOOTNOTES TO 2021 DIRECTOR COMPENSATION TABLE

(1)	Lead Director or Committee Chair during all or a portion of 2021.
(2)	Director compensation prorated according to effective date of election, appointment, or retirement: Mr. Fitterling was appointed to the Board, effective February 5, 2021; Ms. Woertz succeeded Mr. Henkel as Chair of the Compensation and Talent Committee, effective as of May 12, 2021.

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Corporate governance at 3M

 

(3)

This column represents the amount of all fees earned or paid in cash for services as a director, including the annual cash retainer, annual lead director and committee chair fees. With respect to each of Mr. Fitterling and Ms. Woertz, the amount shown also includes $10,000 for their services on a special committee. The table below shows the amount of cash compensation earned during 2021 that each director elected to receive in 3M common shares or DSUs and the number of shares or DSUs received, excluding adjustments for dividend equivalents. For more information concerning all 3M stock-based holdings of the directors, see “Security ownership of management” beginning on page 108.

	Non-Employee Directors		Cash Fees Paid in Common Shares or DSUs at Director’s Election		3M Common Shares or DSUs Received
	Thomas “Tony” K. Brown		—		—
	Pamela J. Craig		—		—
	David B. Dillon		—		—
	Michael L. Eskew		173,187		932
	James R. Fitterling		—		—
	Herbert L. Henkel		142,253		762
	Amy E. Hood		—		—
	Muhtar Kent		—		—
	Dambisa F. Moyo		—		—
	Gregory R. Page		—		—
	Patricia A. Woertz		157,748		847

(4)	This column represents the grant date fair value of the stock awards made in 2021, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation. In addition to the amount shown for the annual stock retainer each director received shortly following his or her election to the Board at the 2021 Annual Meeting, the amount shown for Mr. Fitterling includes $44,712 attributable to the prorated annual stock retainer he received for his service to the Board from the date of his appointment through the date of the 2021 Annual Meeting.
	The Company does not grant stock options to non-employee directors. Since all stock awards vest on the grant date, there are no unvested stock awards outstanding at year end.
(5)	This column includes the incremental cost of complimentary products and matching gifts. Non-employee directors are eligible to participate in the Company’s matching gift program on the same terms as 3M employees. Under this program, the 3M Foundation will match up to $5,000 a year in contributions made by the director to eligible educational institutions and up to $1,000 a year in contributions by the director to eligible charitable organizations.

Reasonableness of non-employee director compensation

As described above, our philosophy on director compensation is to pay directors fairly for work required in a company of our size and complexity, make a significant portion of the total compensation equity based to align directors’ interests with the long-term interests of our shareholders, and structure compensation in a simple and transparent manner. We believe that the application of this philosophy has resulted in a non-employee director compensation program that reflects best-in-class design with the following provisions:

●	Retainer-only compensation delivered in a combination of cash and stock-based awards with no fees for attending meetings that are an expected part of board service.
●	Additional retainers for special roles having greater responsibilities, such as Lead Director and committee chairs, to recognize the incremental additional time and effort required.
●	Equity delivered in the form of current or deferred full-value shares, where annual grants are based on a competitive fixed-value formula and immediate vesting helps avoid director entrenchment.
●	A requirement that directors hold until termination from Board service all annual stock retainers earned on or after October 1, 2007, which includes net after-tax shares attributable to current payments and pre-tax shares attributable to deferrals.
●	Flexible voluntary deferral provisions.
●	No material benefits or perquisites.
●	Our 2016 Long-Term Incentive Plan, most recently approved by shareholders at the 2021 Annual Meeting, includes a $600,000 annual compensation limit on all forms of compensation for non-employee directors.

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Corporate governance at 3M

Stock retention requirement

The Board requires each director to hold the net after-tax shares (or, if deferred, a number of DSUs equal to the number of pre-tax shares underlying the DSUs) attributable to all annual stock retainers earned on or after October 1, 2007, until the director leaves the Board. Information regarding accumulated stock and DSUs is set forth under “Security ownership of management” beginning on page 108.

Shares or DSUs issued to 3M’s directors as part of their annual stock retainer are subject to rigorous hold-until-termination requirements.

Prohibition of hedging, pledging, and other actions

The Company’s stock trading policies prohibit the Company’s directors and executive officers from (1) purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of the Company’s common stock, including prepaid variable forward contracts, equity swaps, collars, and exchange funds; (2) engaging in short sales related to the Company’s common stock; (3) placing standing orders; (4) maintaining margin accounts; and (5) pledging 3M securities as collateral for a loan. All transactions in 3M securities by directors and executive officers must be pre-cleared with the Company’s Legal Affairs department.

●  No hedging ●  No short sales ●  No standing orders ●  No margin accounts ●  No pledging

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Audit Committee
matters

	Proposal 2		Ratification of the Appointment of Independent Registered Public Accounting Firm for 2022
			●  Ratify the appointment of PricewaterhouseCoopers LLP as 3M’s independent registered public accounting firm for 2022.
			●  Based on its assessment of the qualifications and performance of PricewaterhouseCoopers LLP (“PwC”), the Audit Committee believes that it is in the best interests of the Company and its shareholders to retain PwC.
		Recommendation of the Audit Committee The Audit Committee of the Board of Directors unanimously recommends a vote “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2022. Proxies solicited by the Board of Directors will be voted “FOR” ratification unless a shareholder indicates otherwise in voting the proxy.

The Audit Committee is directly responsible for the appointment, compensation (including approval of all fees), retention, and oversight of the Company’s independent registered public accounting firm (“Independent Accounting Firm”) retained to perform the audit of our financial statements and our internal control over financial reporting.

The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) to serve as 3M’s Independent Accounting Firm for 2022. PwC has been 3M’s Independent Accounting Firm since 1998. Prior to that, 3M’s Independent Accounting Firm was Coopers & Lybrand from 1975 until its merger with Price Waterhouse in 1998. In accordance with SEC rules and PwC policy, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide service to our Company. For lead and concurring audit partners, the maximum number of consecutive years of service in that capacity is five years. The process for selection of the Company’s lead audit partner pursuant to this rotation policy involves a meeting between the Chair of the Audit Committee and the candidate for the role, as well as discussion by the full Committee and with management.

The Audit Committee annually reviews PwC’s independence and performance in connection with the Audit Committee’s determination of whether to retain PwC or engage another firm as our Independent Accounting Firm. In the course of these reviews, the Audit Committee considers, among other things:

●	PwC’s historical and recent performance on the 3M audit, including input from those 3M employees with substantial contact with PwC throughout the year about PwC’s quality of service provided, and the independence, objectivity, and professional skepticism demonstrated throughout the engagement by PwC and its audit team;
●	an analysis of PwC’s known legal risks and significant proceedings;
●	external data relating to audit quality and performance, including recent Public Company Accounting Oversight Board (“PCAOB”) reports on PwC and its peer firms;
●	PwC’s independence;
●	the appropriateness of PwC’s fees, on both an absolute basis and as compared to its peer firms;
●	PwC’s tenure as our independent auditor and its familiarity with our global operations and businesses, accounting policies and practices and internal control over financial reporting; and
●	PwC’s capability and expertise in handling the breadth and complexity of our global operations, including the Company’s phased implementation of an enterprise resource planning system on a worldwide basis over the next several years.

Based on this evaluation, the Audit Committee believes that PwC is independent and that it is in the best interests of the Company and our shareholders to retain PwC to serve as our Independent Accounting Firm for 2022.

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Audit Committee matters

We are asking our shareholders to ratify the selection of PwC as our Independent Accounting Firm for 2022. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of PwC to our shareholders for ratification as a matter of good corporate governance. If the selection of PwC is not ratified, the Audit Committee will consider whether it is appropriate to select another Independent Accounting Firm. Even if the selection is ratified, the Audit Committee may in its discretion select a different Independent Accounting Firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders.

PwC representatives are expected to attend the Annual Meeting where they will be available to respond to appropriate questions and, if they desire, to make a statement.

Audit Committee report

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. The management of the Company is responsible for (i) the preparation of complete and accurate annual and quarterly consolidated financial statements (“financial statements”) in accordance with generally accepted accounting principles in the United States, (ii) maintaining appropriate accounting and financial reporting principles and policies and internal controls designed to assure compliance with accounting standards and laws and regulations, and (iii) an assessment of the effectiveness of internal control over financial reporting. The Independent Accounting Firm is responsible for planning and conducting in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) an audit of the Company’s annual consolidated financial statements and a review of the Company’s quarterly financial statements and expressing opinions on the Company’s financial statements and internal control over financial reporting based on the integrated audits.

In this context, the Audit Committee has met and held discussions with management and the Independent Accounting Firm regarding the fair and complete presentation of the Company’s results and the assessment of the Company’s internal control over financial reporting. The Audit Committee has discussed significant accounting policies applied by the Company in its financial statements, as well as alternative treatments. Management has represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States, and the Audit Committee has reviewed and discussed the consolidated audited financial statements with management and the Independent Accounting Firm. The Audit Committee has discussed with the Independent Accounting Firm matters required to be discussed pursuant to the applicable requirements of the PCAOB and the Securities and Exchange Commission with Audit Committees.

In addition, the Audit Committee has reviewed and discussed with the Independent Accounting Firm the auditor’s independence from the Company and its management. As part of that review, the Audit Committee has received the written disclosures and the letters required by applicable requirements of the PCAOB regarding the Independent Accounting Firm’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed the Independent Accounting Firm’s independence from the Company.

The Audit Committee also has considered whether the Independent Accounting Firm’s provision of non-audit services to the Company is compatible with the auditor’s independence. The Audit Committee has concluded that the Independent Accounting Firm is independent from the Company and its management.

The Audit Committee has discussed with the Company’s Internal Audit Department and Independent Accounting Firm the overall scope of and plans for their respective audits. The Audit Committee meets with the Internal Auditor, Chief Compliance Officer, the General Counsel, and representatives of the Independent Accounting Firm in regular and executive sessions, to discuss the results of their examinations, the evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting and compliance programs.

In reliance on the reviews and discussions referred to above, the Audit Committee has recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, for filing with the SEC.

Submitted by the Audit Committee

David B. Dillon, Chair
Thomas “Tony” K. Brown
Pamela J. Craig
Dambisa F. Moyo

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Audit Committee matters

Audit Committee policy on pre-approval of audit and permissible non-audit services of the independent accounting firm

The Audit Committee is responsible for appointing and overseeing the work of the Independent Accounting Firm. The Audit Committee has established a policy requiring its pre-approval of all audit and permissible non-audit services provided by the Independent Accounting Firm.

The policy identifies the guiding principles that must be considered by the Audit Committee in approving services to ensure that the Independent Accounting Firm’s independence is not impaired; describes the Audit, Audit-Related, Tax and All Other services that may be provided and the non-audit services that may not be performed; and sets forth the pre-approval requirements for all permitted services. The policy provides for the pre-approval of specific types of Audit, Audit-Related, Tax and Other services and a limited fee estimate range for such services on an annual basis. The policy also requires specific pre-approval of all permitted services not already included in the annual pre-approval. The Independent Accounting Firm is required to report periodically to the Audit Committee regarding the extent of services provided in accordance with their pre-approval and the fees for the services performed to date.

The Audit Committee’s policy delegates to its Chair the authority to address requests for pre-approval of services in certain limited circumstances between Audit Committee meetings. The chair, in his discretion, must either seek immediate approval by e-mail from the other Audit Committee members, or report any pre-approval decisions to the Audit Committee for its approval at its next scheduled meeting.

The Audit Committee may not delegate to management the Audit Committee’s responsibility to pre-approve permitted services of the Independent Accounting Firm.

All Audit, Audit-Related, Tax and All Other services described below were approved by the Audit Committee before services were rendered.

Fees of the independent accounting firm

The following table represents fees billed for professional services rendered by PricewaterhouseCoopers LLP (“PwC”) for the audit of the Company’s consolidated financial statements for the years ended December 31, 2020 and 2021, and fees billed for other services rendered by PwC during those periods.

Audit and non-audit fees ($ in millions)
		2020				2021
Audit Fees			$19.1				$21.9
Audit-Related Fees			0.4				0.5
Tax Fees			0.5				0.5
All Other Fees			0.0				0.0
Total			$20.0				$22.9

In the above table, in accordance with SEC rules, “Audit” fees consisted of audit work and review services, as well as work generally only the independent registered public accounting firm can reasonably be expected to provide, such as statutory audits, comfort letters, consents, and review of documents filed with the Securities and Exchange Commission. In 2021, these fees also included services related to the carve-out audit of the Food Safety Division. “Audit-related” fees consisted principally of internal control and system audit procedures for periods prior to the rollout of the ERP system, agreed-upon procedures, employee benefit plan audits, carve out audit procedures not related to documents filed with the Securities and Exchange Commission, and other attestation services. “Tax” fees consisted principally of tax compliance services in foreign jurisdictions, assistance with transfer pricing documentation, and advice on foreign and domestic tax related matters. “All Other” fees consist of general industry and accounting training, licenses for accounting research software, and other permissible services that do not fall into the three categories listed above.

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Audit Committee matters

Audit Committee restrictions on hiring employees of the independent accounting firm

The Audit Committee has adopted restrictions on the hiring by the Company of any PwC partner, director, manager, staff, reviewing actuary, reviewing tax professional, and any other persons having responsibility for providing audit assurance on any aspect of PwC’s certification of the Company’s financial statements. Audit assurance includes all work that results in the expression of an opinion on financial statements, including audits of statutory accounts.

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Executive
compensation

 

	Proposal 3		Advisory Approval of Executive Compensation
			●  Approve, on an advisory basis, the compensation of our Named Executive Officers.
			●  Our executive compensation program appropriately aligns our executives’ compensation with the performance of the Company and its business units as well as their individual performance.
		Recommendation of the Board The Board of Directors unanimously recommends a vote “FOR” this proposal for the reasons discussed below. Proxies solicited by the Board of Directors will be voted “FOR” this proposal unless a shareholder indicates otherwise in voting the proxy.

Section 14A of the Securities Exchange Act provides our shareholders with the opportunity to approve, on an advisory basis, the compensation of the Named Executive Officers as described in this Proxy Statement. This is the twelfth year that the Company is asking shareholders to vote on this type of proposal, known as a “say-on-pay” proposal.

We believe that our executive compensation program is consistent with our core compensation principles and is structured to assure that those principles are implemented. At the Annual Meeting of Shareholders held on May 11, 2021, approximately 91 percent of the votes cast on this issue voted to approve the compensation of the Company’s named executive officers as disclosed in last year’s Proxy Statement. Although the vote was non-binding, the Compensation and Talent Committee believes this level of approval percentage indicates that our shareholders strongly support our core compensation principles and our executive compensation program.

Thus, the Company is submitting to shareholders the following resolution for their consideration and approval:

“RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (including in the Compensation Discussion and Analysis, the accompanying compensation tables and related narrative).”

We encourage you to read the entire Compensation Discussion and Analysis portion of this Proxy Statement to learn more about our executive compensation program and the impact that our financial performance has on the annual and long-term incentive compensation earned by our leadership team.

While the Board of Directors and the Compensation and Talent Committee intend to carefully consider the results of the voting on this proposal when making future decisions regarding executive compensation, the vote is not binding on the Company or the Board and is advisory in nature. The Company currently holds advisory votes on the compensation of named executive officers annually. Accordingly, the next such advisory vote is expected to occur at the 2023 Annual Meeting.

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Executive compensation

Compensation discussion and analysis

This Compensation Discussion and Analysis describes 3M’s executive compensation program, explains how 3M’s Compensation and Talent Committee oversees and implements this program, and reviews the 2021 compensation for the executive officers identified below. Throughout this Compensation Discussion and Analysis and elsewhere in this Proxy Statement, we refer to this group of individuals as the “Named Executive Officers” or “NEOs.” The titles shown below reflect the position of each Named Executive Officer as of March 1, 2022.

Michael F. Roman Chairman of the Board and Chief Executive Officer		Monish Patolawala Executive Vice President, Chief Financial and Transformation Officer

Ashish K. Khandpur Group President, Transportation and Electronics Business Group	Mojdeh Poul Group President, Health Care Business Group	Michael G. Vale Group President, Safety and Industrial Business Group

See Appendix B to this Proxy Statement for the meaning of certain capitalized terms used throughout this Compensation Discussion and Analysis.

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Section I: Executive overview	57
Section II: How we determine executive compensation	65
Section III: Overview of compensation program design	69

Section IV: Incentive compensation attainments and awards	74
Section V: 2021 compensation decisions and performance highlights	79
Section VI: Ways in which we address risk and governance	84

 

CD&A highlights
Elements of target total direct compensation for 2021	60
Paying for performance	61
Recent noteworthy compensation program actions	64
Compensation policies and practices	65

2022 changes to our incentive compensation program	72
2021 AIP attainments and payouts	74
Status of outstanding performance share awards	77
Performance share accruals based on 2021 performance	78

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Executive compensation

Section I: Executive overview

Powered by purpose, we are unlocking the power of people, ideas and science to re-imagine what’s possible and create what’s next

In 2018, following the appointment of Mike Roman to the CEO role and under his leadership, the executive team embarked on a five-year transformation strategy that focused on four key priorities:

Portfolio management		Transforming 3M operating model		Growth through innovation		People and culture

Stronger, realigned business groups, operating rigor and cost efficiencies created a more customer-driven and streamlined organization that delivered outstanding results in 2021, demonstrating the strength of the new 3M growth, productivity, and sustainability model.

Our fiscal 2021 performance exceeded our original full-year organic growth and earnings expectations. We accomplished this by investing in growth, productivity, and sustainability while managing through a challenging global supply chain environment. The executive team kept a relentless focus on serving customers, ensured continuity of raw material supply, managed shifting manufacturing production plans, navigated logistics constraints and delivered strong full-year organic sales growth of 8.8 percent, with all business segments posting high-single digit growth. We achieved operating margins of 20.8 percent and delivered a 14.4 percent increase in adjusted earnings per share.* We continued to focus on working capital improvement, generating adjusted free cash flow of $6 billion*, while reducing net debt by $1 billion to strengthen our financial flexibility.

As part of our long-term growth strategy, we continued to create sustainable long-term growth by working to optimize our portfolio through organic growth acceleration, acquisitions, and divestitures throughout 2021. Our capital management strategy is geared to support strategic investments in high growth, high return portfolios that utilize our fundamental strengths and align with global trends in automotive, home improvements, safety, health care and electronic sectors. In 2021, for example, our automotive electrification platform grew 30 percent organically and our biopharma filtration business grew 26 percent.

Earnings Per Share Growth		Organic Sales Growth		Return on Invested Capital		Free Cash Flow Conversion
Results determined in accordance with GAAP (to the extent applicable)
8.1%		8.8%		19.5%*		99%*
Results as adjusted to better reflect the Committee’s view of the Company’s 2021 operating performance
14.4%*		8.8%		19.5%*		101%*

*	See Appendix A to this Proxy Statement for a reconciliation of earnings per share, operating margin performance, free cash flow and free cash flow conversion to our results for the most directly comparable financial measures as reported under GAAP, and the calculation of return on invested capital.

We are living in a changing world, and we are leading the change

As 3M continues to deliver strong financial performance results and remains dedicated to our customers, we are also focused on managing litigation facing the Company, supply chain disruptions, and the evolving impacts from the COVID-19 pandemic, all of which have led to significant market volatility. We are taking actions to strengthen our supply chain and, guided by 3M values and science, continue to lead in the end markets we serve. We are contributing to the global pandemic efforts from all angles, and for all stakeholders, with 2.3 billion respirators distributed in 2021, for a total of 4.3 billion since the onset of the pandemic, while engaging with governments on how to prepare for future emergencies.

As part of our commitment to lead in environmental stewardship as a manufacturer and leverage the power of technology, we deploy capital to make our factories and communities stronger and more sustainable. In February 2021, we announced plans to invest $1 billion over 20 years to accelerate our progress toward carbon neutrality, reduce water use, improve water quality, and reduce plastics. Work is already under way. In Cordova, Illinois, we are on track

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to complete a new water filtration system by the end of this year. In Cottage Grove, Minnesota, we recently closed our incinerator and are now partnering with a leading disposal company to more efficiently manage our waste stream. And in February 2022, we announced a $165 million investment to further improve water quality and reduce water use at that site. We also have implemented a requirement that every new product helps improve sustainability for our customers. Over the last five years, 3M innovations have helped our customers avoid nearly 75 million tons of emissions.

Starting in 2022, our annual incentive program will include an ESG modifier to hold the executive team accountable for making progress toward our ESG goals. Additionally, the Committee reviewed and updated the performance metrics utilized in our annual and long-term incentive programs to improve alignment with our strategic priorities, as we continue to grow our businesses, strengthen our operational performance and find new ways to apply science to improve lives – delivering for our customers, shareholders and all stakeholders who have placed their trust in us.

Executive compensation tied to long-term stock price and Company performance

To align corporate performance and executive compensation, 91 percent of our CEO’s and 78-82 percent of our other NEOs’ target direct compensation is at-risk, with its realizable value tied to our long-term stock price performance, achievement of pre-set rigorous performance targets, or both.

Consistent with our strong 2021 corporate financial performance results, our CEO received an annual incentive program payout at 133.8 percent of target. The Company’s performance exceeded sales and economic profit growth targets, all of which were set at or above 2020 results. No individual performance modifier was applied when determining Mr. Roman’s payout. The payout for other NEOs ranged between 105.3 and 194.8 percent of target, reflective of the applicable corporate or business unit financial results and individual performance.

In alignment with shareholder long-term returns, performance shares for the 2019-2021 period paid below target at 88.4 percent. Considering our stock price performance over the same performance period, the shares earned and associated dividend equivalents had an aggregate value at the end of the performance period equal to 75.7 percent of the initial target grant value.

Our CEO’s realized compensation for the last three years, including fiscal 2021, was significantly below the total compensation reported in the Summary Compensation Table. This result is consistent with the pay-for-performance nature of our executive compensation program, where approximately 50 percent of the target grant value of Mr. Roman’s annual long-term incentive awards is delivered in the form of stock options that deliver value only if the Company’s stock price increases and the remainder is provided in the form of performance share awards where the payout is tied to the attainment of rigorous, pre-established performance goals for key financial metrics that are believed to drive long-term shareholder value. Based on the closing trading price for a share of the Company’s common stock on the NYSE for March 1, 2022, all stock options granted to Mr. Roman in the past three years (as well as all stock options granted to Mr. Roman after February 4, 2014) were underwater. In addition, the total value of performance shares earned by Mr. Roman during the same three-year period is less than the aggregate target grant date values reported in the Summary Compensation Table.

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Recent business accomplishments

Below are a few noteworthy accomplishments from January 1, 2021, through March 1, 2022.

Performance		●   Delivered 2021 organic sales growth of 8.8 percent, strong 8.1 percent increase in earnings per share, robust free cash flow of $5.9 billion with free cash flow conversion of 99 percent, despite significant raw materials and logistics cost inflation and global supply chain challenges* ●   Focused on serving customers in uncertain environment *See Appendix A to this Proxy Statement for a reconciliation of free cash flow conversion to our results for the most directly comparable financial measures as reported under GAAP.		●   Strengthened the balance sheet providing financial flexibility, reduced net debt by $1.2 billion, while returning $5.6 billion to shareholders in 2021 via dividends and gross share repurchases ●   Continued to help the world respond to COVID-19, including distributing 2.3 billion respirators in 2021 ●   Over 100 consecutive years of paying dividends to shareholders and 64 consecutive years of annual increases
Portfolio management		●   Prioritized investments in growth, productivity and sustainability ●   Accelerated investments in large, fast-growing end-markets that align with key global trends such as automotive, home improvement, safety, health care and electronics ●   Enhanced shareholder value through active portfolio management, including the announced divestiture of our food safety business and the sale of our floor products business in Western Europe		●   Introduced new sustainability goals, including investing $1 billion over the next 20 years to accelerate air and water stewardship; announced new plastic reduction goals; and deployed capital to make factories and communities more sustainable and stronger ●   Advanced our digital capabilities, including through new investments and ongoing deployments of our Enterprise Resource Planning (ERP) system
Transforming 3M operating model		●   Advanced our business group-led operating model, including streamlining of organization and further aligning to customers and go-to-market models for improved growth, operating agility, and accountability		●   Focused on transformation including accelerating our digital strategy to better serve customers and improve efficiency of operations and executed on and exceeded net cost savings for the Company’s restructuring efforts announced in December 2020
Growth through innovation		●   Invested $3.6 billion in the combination of research and development and capital expenditures to position 3M for the future ●   3M innovation helped customers avoid emitting nearly 75 million metric tons of carbon dioxide (CO2) in the last five years alone, the equivalent of taking 16 million cars off the road		●   Introduced 166 new products across our four market-leading business groups ●   Awarded a total of 3,211 patents from patent offices around the world in 2021, including 621 patents granted to 3M by the United States Patent and Trademark Office, which brings to more than 129,000 total patents awarded to 3M since its inception
People and culture		●   Implemented new employee work models rooted in flexibility and trust ●   Advanced diversity, equity, and inclusion within 3M and our communities with new investments and initiatives; introduced annual diversity, equity, and inclusion report to strengthen accountability and transparency		●   Continued to focus on employee health and safety in the midst of COVID-19 ●   Recognized by FORTUNE® magazine as one of the “World’s Most Admired Companies” ●   Honored by Ethisphere® Institute as one of “The World’s Most Ethical Companies®” for the 8th consecutive year

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Elements of target total direct compensation for 2021

The table below shows how the 2021 target Total Direct Compensation of the Named Executive Officers was apportioned among base salary, annual incentives, performance share awards, stock options, and restricted stock units (“RSUs”), summarizes the rationale for providing and key characteristics of each such element, and lists the performance metrics and weightings used for annual and long-term incentives granted in 2021.

				2021 Pay Elements(1)							2021 Performance Metrics and
				CEO	Other NEOs		Why It Is Provided		Key Characteristics		Weightings(2)
							●   Compensate executives for their normal day-to-day responsibilities		●   Only component of compensation that is considered to be fixed rather than variable in nature
							●   Motivate executives to stay focused on day-to-day operations by aligning a significant portion of Total Cash Compensation with the near-term financial performance of the Company and its business units		●   Performance metrics and goals established by the Committee, which is comprised entirely of independent directors ●   Payouts based on performance against three business objectives over a 12-month period, subject to an individual performance multiplier ●   Payouts adjusted or left unchanged based on individual performance against preestablished goals and objectives, which can be both quantitative and qualitative ●   Payouts cannot exceed 200% of an executive’s weighted-average target annual incentive amount		●   Local Currency Sales (of 3M or a business unit, as applicable) vs. Plan (50%) ●   Economic Profit (of 3M or a business unit, as applicable) vs. Plan (20%) ●   Economic Profit of 3M vs. Prior Year (30%)
				Performance Shares			●   Motivate executives to focus on continuously improving performance in key financial metrics believed to drive long-term shareholder value ●   Retain executive talent		●   Performance metrics and goals established by the Committee, which is comprised entirely of independent directors ●   Payouts based on performance against preestablished goals over three years ●   Maximum payout equal to 200% of the target number of performance shares		●   Earnings per Share Growth (20%) ●   Relative Organic Volume Growth (40%) ●   Return on Invested Capital (20%) ●   Free Cash Flow Conversion (20%)
				Stock Options(3)			●   Motivate executives to build long-term shareholder value ●   Retain executive talent		●   Provide value only if stock price increases ●   Exercise price equal to the grant date closing trading price for a share of 3M common stock ●   Ratable three-year vesting schedule ●   Maximum term of 10 years		●   Vesting is based on continued service, while value of the options is based on stock price appreciation (100%)
				Restricted Stock Units(3)			●   Motivate executives to build long-term shareholder value ●   Retain executive talent		●   Three-year “cliff” vesting schedule ●   Cash-settled dividend equivalent rights that are payable only if the underlying shares are earned		●   Vesting is based on continued service, while value of the RSUs is based on total shareholder return (100%)

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(1)	Percentages shown reflect the apportionment of the components of target total direct compensation that are expected to be recurring. Such amounts do not reflect special items such as hiring bonuses, one-time make-whole and inducement awards granted in connection with the commencement of employment, or retention awards. Numbers may not add to 100 percent due to rounding.
(2)	In determining the level of achievement of the performance goals established under the AIP and the performance share awards for any given period, the costs, sales and impact on assets and liabilities from acquisitions are excluded in the year that the acquisition is completed. The Committee also makes other adjustments from time to time for special items that it believes are unrelated to the operational performance of the Company for the relevant measurement period (e.g., changes in tax laws or accounting principles, asset write-downs, the impact of restructurings, divestitures, or asset sales, unusual tax transactions, litigation or claim judgments and settlements, and other special items described in management’s discussion and analysis of financial conditions and results of operations appearing in the Company’s annual/quarterly report to shareholders for the applicable period). These adjustments can have either a positive or negative impact on award payouts.
(3)	Beginning with the annual grants made in 2021, each of the Company’s executives (other than our CEO) was offered the opportunity to indicate a preference to receive 25 percent of the target grant value of their annual long-term incentive awards in the form of RSUs or stock options. For executives who indicated a preference to receive RSUs, 50 percent of the target grant value of their annual long-term incentive awards was delivered in the form of performance shares, 25 percent of the target grant value was delivered in the form of stock options, and the remaining 25 percent was delivered in the form of RSUs. For all other executives (including our CEO), 50 percent of the target grant value of their annual long-term incentive awards was delivered in the form of performance shares and the remaining 50 percent was delivered in the form of stock options. The percentages shown reflect the apportionment of stock options and RSUs based on the elections for 2021 made by the NEOs (other than our CEO, who was not offered an opportunity to make an election).

Paying for Performance

One objective of our incentive compensation program is to align our Named Executive Officers’ real pay delivery with performance. The Company’s performance directly impacted incentive compensation pay outcomes for our Named Executive Officers as discussed below.

2021 annual incentive compensation

For the Named Executive Officers whose 2021 annual incentive compensation payout was calculated based on the Company’s overall performance, the payout (before any adjustment for individual performance) was 133.8 percent of the target amount. The payouts reflect the Committee’s view of our performance against the goals established for 2021, as shown below.		All 2021 performance targets for the AIP were set at or above 2020 results. In establishing these targets, the Committee considered 3M’s internal business plans, external market conditions, uncertainty related to the COVID-19 pandemic, and other items. The targets were intended to be challenging and provide a similar level of rigor as those established for past years in order to provide a consistent incentive compensation opportunity.

Dollar Amounts in Millions

(1)

See Appendix A for the calculation of 2020 and 2021 Economic Profit. Economic Profit metric measured versus 3M’s prior year results is calculated using total Company average invested capital (equity plus debt, as reported in its Consolidated Balance Sheet), while the Economic Profit metric measured versus plan is calculated using only accounts receivable and inventories of the relevant business unit as capital.

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No individual performance multiplier was applied when determining Mr. Roman’s payout. As a result, his 2021 annual incentive compensation payout equaled 133.8% of his target amount.

For more information concerning the calculation of the 2021 annual incentive payout for each Named Executive Officer, including the threshold, target, and maximum goals and attainments used to calculate the annual incentive payouts of the Named Executive Officers who are paid, in part, based on the performance of a business group, see “2021 AIP attainments and payouts” on page 74.

Performance share award payouts and accruals
(long-term incentive compensation)

The three-year performance period for the 2019 performance share awards issued to the Named Executive Officers ended on December 31, 2021. Based on the financial results achieved during 2019 – 2021 and excluding dividend equivalents, the Named Executive Officers received 88.4 percent of the target performance shares subject to their 2019 performance share awards. After considering the change in the market value of 3M’s common stock over the three-year performance period and the additional shares delivered pursuant to the dividend equivalent rights granted as part of the 2019 performance share awards, the value of the total number of 3M shares delivered to the Named Executive Officers in settlement of these awards (determined using the closing price of a share of 3M common stock on the NYSE for December 31, 2021) equaled 75.7 percent of the initial target grant value approved by the Committee.

When evaluating the payouts for these awards against the Company’s performance, it is important to keep in mind the weightings applied to each year (2019 – 50 percent; 2020 – 30 percent; and 2021 – 20 percent) and each metric (Relative Organic Volume Growth – 40 percent; Return on Invested Capital – 20 percent; Earnings per Share Growth – 20 percent; and Free Cash Flow Conversion – 20 percent). As illustrated in the charts below, the payout of 2019 performance share awards reflects the mixed results achieved during the performance period.

2019-2021 Performance Targets and Results

					Performance Levels		Payout Level (% of Target)		Performance Year and Weighting		Actual Result*		Actual Payout (% of Target)
Earnings Per Share Growth			Threshold**		4%		4%		Year 1 – 50%		–6.9%		0%
			Target		8%		20%		Year 2 – 30%		–5.7%		0%
			Maximum		12%		40%		Year 3 – 20%		14.4%		8%
Relative Organic Volume Growth			Threshold**		–1%		8%		Year 1 – 50%		–2.8%		0%
			Target		0.5%		40%		Year 2 – 30%		2.9%		24%
			Maximum		2%		80%		Year 3 – 20%		0.2%		6.7%
Return on Invested Capital			Threshold**		20%		4%		Year 1 – 50%		22.9%		13%
			Target		22%		20%		Year 2 – 30%		17.1%		0%
			Maximum		25%		40%		Year 3 – 20%		19.5%		0%
Free Cash Flow Conversion			Threshold**		95%		4%		Year 1 – 50%		106%		20%
			Target		100%		20%		Year 2 – 30%		132%		12%
			Maximum		105%		40%		Year 3 – 20%		101%		4.7%
Total													88.4%

*	Results reflect certain adjustments that the Committee believed were appropriate to better reflect the Company’s performance during the performance period. See Appendix A to this Proxy Statement for a reconciliation of earnings per share, operating margin performance, free cash flow, and free cash flow conversion to our results for the most directly comparable financial measures as reported under GAAP, and the calculation of return on invested capital.
**	No payout is provided for below threshold performance.

The Company’s 2021 performance will also impact the payouts of the 2020 performance share awards and 2021 performance share awards, where the weighting of 2021 performance is 30 percent and 50 percent, respectively. To illustrate this point, the charts below show the percent of target performance shares accrued each year during the relevant performance period based on the Company’s performance.

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Percent of target performance shares accrued by year (excluding dividend equivalents)

The final payout percentage for each performance share award equals the sum of the payout percentages for each year during the performance period based on the Company’s performance against the financial goals established by the Committee at the beginning of the performance period.

For more information concerning the overall status of the performance share awards that were outstanding on December 31, 2021, and the impact that the Company’s 2021 performance had on such awards, see “Status of outstanding performance share awards” and “Performance share accruals based on 2021 performance” beginning on pages 77 and 78, respectively.

Impact of changes in stock price

The performance of 3M’s stock has a material impact on the amount of compensation realized by our Named Executive Officers. Our stock ownership guidelines require covered executives, including the Named Executive Officers, to own amounts of Company stock having a value exceeding a specified multiple of their base salary. If the market price of 3M’s stock declines, so does the value of the stock they own. Similarly, all long-term incentives awarded to our Named Executive Officers are equity-based and therefore increase or decrease in value consistent with 3M’s total shareholder return or, in the case of stock options, the value of 3M’s common stock.

The stock and stock options held by our Named Executive Officers throughout 2021 modestly increased in value during the year as the closing price for a share of the Company’s common stock on the NYSE increased from $174.79 on December 31, 2020, to $177.63 on December 31, 2021, although the stock options granted in 2018 and 2019 remain underwater. Likewise, the value of the performance shares and restricted stock units held by our Named Executive Officers throughout the year modestly increased consistent with the one-year total shareholder return for the Company’s stock.

Total shareholder return

The graphs below illustrate 3M’s stock performance relative to the stock performance of the S&P 500 and the peer companies included in the Company’s executive compensation peer group, as described under “Use of market data” beginning on page 66.

For 3M, the combination of ongoing litigation uncertainty, together with the COVID-19 pandemic and its related impacts on end-market volatility, global supply chain, raw materials, and logistics disruptions has impacted the Company’s 1-, 3-, and 5-year total shareholder return performance, as reflected in the charts below. In response, we continue to focus on serving customers and end-markets, taking actions to strengthen our global supply chain, while also proactively managing ongoing litigation. We continue to help the world respond to COVID-19 with 2.3 billion respirators distributed in 2021, for a total of 4.3 billion since the onset of the pandemic, while engaging with governments on how to prepare for future emergencies.

Annualized total shareholder return performance

TSR = Share Price Appreciation + Dividend Yield (annualized)

Note: 5-year period = Five years ending 12/31/21; 3-year period = Three years ending 12/31/21; 1-year period = One year ending 12/31/21

Source: Bloomberg

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Say-on-pay results

3M has a history of strong say-on-pay results. In 2021, approximately 91 percent of the votes cast on our say-on-pay proposal approved the compensation of our named executive officers as disclosed in last year’s Proxy Statement. Although the vote was non-binding, the Committee believes this level of approval indicates that shareholders strongly support our executive compensation programs and policies. The Committee will consider the results of this year’s say-on-pay proposal, as well as feedback from our shareholders, when making future executive compensation decisions.

For information concerning our investor outreach efforts, see “Shareholder outreach and engagement” on page 11.

3-year average votes
cast in favor of
say-on-pay proposal

Recent noteworthy compensation program actions

Since the filing of last year’s Proxy Statement, the Committee took the noteworthy actions described below as part of the Company’s executive compensation program.

●	Effective for the 2022 annual incentive compensation program offered to eligible employees, updated the metrics and weightings with the intent of sharpening focus on performance against the operating plan, prioritizing operating cash flow conversion as a key driver of operating value, and enhancing focus on inventory and receivables performance. For more information, see “2022 changes to our incentive compensation program—2022 annual incentive compensation program” on page 72.
●	Added a new environmental, social and governance (ESG) modifier to the formula used to calculate the annual incentive compensation earned by the Company’s senior executives, including our Named Executive Officers. Beginning in 2022, amounts earned by the Company’s senior executives will be increased 10 percent of target, decreased 10 percent of target, or left unchanged based on the Committee’s assessment of 3M’s performance against a set of objective ESG metrics. For more information, see “2022 changes to our incentive compensation program—2022 annual incentive compensation program” on page 72.
●	Effective for grants made to executives in 2022, updated the metrics, weightings, and certain other aspects of the Company’s performance share awards. The changes generally are intended to strengthen the link to value creation for 3M in the current environment and better align the macro benchmark used as the basis of the relative metric with 3M’s business portfolio. For more information, see “2022 changes to our incentive compensation program—2022 performance share awards” on page 73.
●	Beginning with the annual grants made in 2022, increased (from 25 percent to 50 percent) the portion of the target grant value that the Company’s executives (other than its CEO) may ask to receive in the form of restricted stock units rather than stock options.

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Compensation policies and practices

Our compensation program is designed to provide appropriate performance incentives and avoid compensation practices that do not promote the interests of our shareholders.

	We do			We do not
Maintain strong alignment between corporate performance and executive officer compensation by having a majority of Total Direct Compensation consist of performance-based compensation.    Conduct an annual assessment for the purpose of identifying and mitigating significant economic and reputational risks in the design of our incentive compensation programs.    Have a comprehensive clawback policy that covers both cash and equity compensation and includes provisions addressing reputational and financial risk as well as risk management failures.    Maintain a long-term incentive plan that provides for forfeiture of awards if an employee engages in misconduct.    Use an independent compensation consultant retained by, and reporting directly to, the Committee.    Limit the number and amount of executive perquisites.    Prohibit our executive officers from hedging or pledging 3M common stock.    Maintain robust stock ownership guidelines for executive officers.    Conduct competitive benchmarking to align executive compensation with the market.			Have employment or change in control agreements with any of our executive officers.    Provide tax gross ups on executive perquisites, other than for taxable relocation benefits.    Have agreements that would provide automatic “single-trigger” accelerated vesting of equity compensation or excise tax gross-up payments to any of our executive officers upon a change in control.    Pay dividends or dividend equivalents on unearned equity awards.    Reprice stock options without the approval of 3M shareholders, except for “anti-dilution” adjustments (such as adjustments in connection with a stock split, spinoff, etc.).