Table of Contents
Table of Contents
Inge G.
Thulin Chairman of the
Board, President and Chief Executive Officer |
March 22,
2017 |
DEAR
STOCKHOLDER:
We are pleased to invite you to attend
3Ms Annual Meeting of Stockholders, which will be held on Tuesday, May 9, 2017,
at 8:30 a.m., Eastern Daylight Time at a new location at the Conrad
Indianapolis, 50 West Washington Street, Indianapolis, Indiana 46204. Aearo
Technologies, an important business that is part of our Safety & Graphics Business
Group, is headquartered in Indianapolis and we are excited about having our
Annual Meeting in Indianapolis for the first time. We will also provide a live
webcast of the meeting.
Details regarding admission to the
meeting and the business to be conducted are provided in the accompanying Notice
of Annual Meeting and Proxy Statement. We will report on Company operations and
discuss our future plans. There will also be time for your questions and
comments.
We sincerely hope you will be able to
join us at the Annual Meeting. For information on how to attend the Annual
Meeting, or listen to the live webcast, please read Annual Meeting Admission
on page 75 of the accompanying Proxy Statement. Your vote is important. Whether
or not you plan to attend the Annual Meeting, please vote as soon as possible.
You may vote your proxy on the Internet, by telephone, or, if this Proxy
Statement was mailed to you, by completing and mailing the enclosed traditional
proxy card. Please review the instructions on the proxy card or the electronic
proxy material delivery notice regarding each of these voting
options.
Thank you for your ongoing support of
3M.
Sincerely,
2017 Proxy
Statement | I
Table of Contents
Notice of 2017 Annual Meeting of
Stockholders
|
Time and Date
8:30 a.m., Eastern Daylight Time
Tuesday, May 9, 2017 |
|
Place
Conrad Indianapolis 50 West
Washington Street Indianapolis, Indiana
46204 |
Items of
Business |
1. |
Elect the eleven directors identified in the Proxy Statement, each
for a term of one year. |
2. |
Ratify the appointment of PricewaterhouseCoopers LLP as 3Ms
independent registered public accounting firm for 2017. |
3. |
Approve, on an advisory basis, the compensation of our named
executive officers. |
4. |
Approve, on an advisory basis, the frequency of advisory votes on
executive compensation. |
5. |
Consider one stockholder proposal, if properly presented at the
meeting. |
6. |
Transact such other business as may
properly come before the Annual Meeting and any adjournment or
postponement. |
Record Date
You are entitled to vote if you were a
stockholder of record at the close of business on Tuesday, March 14,
2017.
Adjournments and
Postponements
Any action on the items of business
described above may be considered at the Annual Meeting at the time and on the
date specified above or at any time and date to which the Annual Meeting may be
properly adjourned or postponed.
Annual Report
Our 2016 Annual Report, which is not
part of the proxy soliciting materials, is enclosed if the proxy materials were
mailed to you. The Annual Report is accessible on the Internet by visiting
www.proxyvote.com, if you have received the Notice of Internet Availability of
Proxy Materials, or previously consented to the electronic delivery of proxy
materials.
By Order of the Board of
Directors,
Gregg M. Larson
Vice President, Deputy General Counsel and
Secretary
3M Company
3M Center, St. Paul, Minnesota 55144
II | 3M
Table of Contents
|
TABLE OF
CONTENTS |
2017 Proxy
Statement | III
Table of Contents
IV | 3M
Table of Contents
VOTING
ROADMAP
Voting Items
PROPOSALS |
|
THE BOARDS
VOTING RECOMMENDATIONS |
|
RATIONALE FOR SUPPORT |
|
FOR FURTHER DETAILS |
1. |
|
Elect the eleven directors identified in this Proxy
Statement, each for a term of one year. |
|
FOR each nominee to the Board |
|
Our nominees are distinguished leaders who bring a mix of
skills and qualifications to the Board and can represent the interests of
all stockholders. |
|
Page 6 |
2. |
|
Ratify the appointment of PricewaterhouseCoopers LLP as 3Ms
independent registered public accounting firm for 2017. |
|
FOR |
|
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 stockholders to
retain PwC.
|
|
Page 31 |
3. |
|
Approve, on an advisory basis, the compensation of our named
executive officers. |
|
FOR |
|
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. |
|
Page 35 |
4. |
|
Approve, on an advisory basis, the frequency of advisory
votes on executive compensation. |
|
Every 1 year |
|
The Board
believes that annual votes will provide the clearest and most useful
feedback from stockholders to the Company and the Compensation Committee
in this important area. |
|
Page 36 |
5. |
|
Stockholder proposal on Implementation of Holy Land
Principles, if properly presented at the meeting. |
|
AGAINST |
|
See the Boards opposition statement. |
|
Page 70 |
How to Vote
Whether or not you plan to attend the
meeting, please provide your proxy by either using the Internet or telephone as
further explained in this Proxy Statement or filling in, signing, dating, and
promptly mailing a proxy card.
BY
TELEPHONE
In the U.S. or Canada, you can vote your
shares toll-free by calling 1-800-690-6903.
BY
INTERNET
You can vote your shares
online at www.proxyvote.com.
BY
MAIL
You can vote by mail by marking,
dating, and signing your proxy card or voting instruction form and returning it
in the postage-paid envelope.
ATTENDING THE
MEETING
If you wish to attend the
Annual Meeting in person, you will need to RSVP and print your admission ticket
at www.proxyvote.com. An admission ticket together with a valid government
issued photo identification must be presented in order to be admitted to the
Annual Meeting. Please refer to the section entitled Annual Meeting Admission
on page 75 of the Proxy Statement for further details.
Important Notice
regarding the availability of proxy materials for the Annual Meeting of
Stockholders to be held on May 9, 2017.
The Notice of Annual Meeting, Proxy
Statement, and 2016 Annual Report are available at www.proxyvote.com. Enter the
16-digit control number located in the box next to the arrow on the Notice of
Internet Availability of Proxy Materials or proxy card to view these
materials.
THIS PROXY STATEMENT AND PROXY CARD, OR
THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS, ARE BEING DISTRIBUTED TO
STOCKHOLDERS ON OR ABOUT MARCH 22, 2017.
2017 Proxy
Statement | V
Table of Contents
PROXY
HIGHLIGHTS
Director Nominees
DIRECTOR NOMINEE AND
OCCUPATION |
|
AGE |
|
DIRECTOR SINCE |
|
INDEPENDENT |
|
OTHER CURRENT PUBLIC
BOARDS |
|
3M COMMITTEES |
A |
|
C |
|
F |
|
N&G |
Sondra L.
Barbour |
|
54 |
|
2014 |
|
YES |
|
|
|
|
|
|
|
|
|
|
Retired Executive Vice President,
Information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Systems and Global Solutions,
Lockheed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Martin Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas Tony K.
Brown |
|
61 |
|
2013 |
|
YES |
|
- ConAgra Foods, Inc. |
|
|
|
|
|
|
|
|
Retired Group Vice President,
Global |
|
|
|
|
|
|
|
- Tower International, Inc. |
|
|
|
|
|
|
|
|
Purchasing, Ford Motor Company |
|
|
|
|
|
|
|
(non-executive chair) |
|
|
|
|
|
|
|
|
Vance D.
Coffman |
|
72 |
|
2002 |
|
YES |
|
- Deere & Company |
|
|
|
|
|
|
|
|
Retired Chairman of the Board |
|
|
|
|
|
|
|
(presiding director) |
|
|
|
|
|
|
|
|
and Chief Executive Officer, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lockheed Martin Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David B.
Dillon |
|
65 |
|
2015 |
|
YES |
|
- Union Pacific Corporation |
|
|
|
|
|
|
|
|
Retired Chairman of the Board and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Executive Officer, The Kroger Co. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael L.
Eskew |
|
67 |
|
2003 |
|
YES |
|
- The Allstate Corporation |
|
|
|
|
|
|
|
|
Independent Lead Director |
|
|
|
|
|
|
|
- Eli Lilly and Company |
|
|
|
|
|
|
|
|
Retired Chairman of the Board and
Chief |
|
|
|
|
|
|
|
- International Business Machines |
|
|
|
|
|
|
|
|
Executive Officer, United Parcel Service, Inc. |
|
|
|
|
|
|
|
Corporation (presiding director) |
|
|
|
|
|
|
|
|
Herbert L.
Henkel |
|
68 |
|
2007 |
|
YES |
|
- The Allstate Corporation |
|
|
|
|
|
|
|
|
Retired Chairman of the Board and |
|
|
|
|
|
|
|
- C. R. Bard, Inc. |
|
|
|
|
|
|
|
|
Chief Executive Officer, Ingersoll-Rand
plc |
|
|
|
|
|
|
|
- Herc Holdings, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(non-executive chair) |
|
|
|
|
|
|
|
|
Muhtar
Kent |
|
64 |
|
2013 |
|
YES |
|
- The Coca-Cola Company |
|
|
|
|
|
|
|
|
Chairman of the Board and Chief
Executive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officer, The Coca-Cola Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edward M.
Liddy |
|
71 |
|
2000 |
|
YES |
|
- Abbott Laboratories |
|
|
|
|
|
|
|
|
Retired Chairman of the Board and |
|
|
|
|
|
|
|
- AbbVie, Inc. |
|
|
|
|
|
|
|
|
Chief Executive Officer, |
|
|
|
|
|
|
|
- The Boeing Company |
|
|
|
|
|
|
|
|
The
Allstate Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory R.
Page |
|
65 |
|
2016 |
|
YES |
|
- Deere & Company |
|
|
|
|
|
|
|
|
Retired Chairman of the Board and |
|
|
|
|
|
|
|
- Eaton Corporation plc |
|
|
|
|
|
|
|
|
Chief Executive Officer, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cargill, Incorporated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inge G.
Thulin |
|
63 |
|
2012 |
|
NO |
|
- Chevron Corporation |
|
|
|
|
|
|
|
|
Chairman of the Board, President
and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Executive Officer, 3M Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patricia A.
Woertz |
|
64 |
|
2016 |
|
YES |
|
- The Procter & Gamble Company |
|
|
|
|
|
|
|
|
Retired Chairman of the Board and Chief
Executive |
|
|
|
|
|
|
|
- Royal Dutch Shell plc |
|
|
|
|
|
|
|
|
Officer, Archer-Daniels-Midland Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A: Audit |
|
F: Finance |
|
Chair |
C: Compensation |
|
N&G: Nominating and Governance |
|
Member |
2017 Proxy
Statement | 1
Table of Contents
Corporate Governance
Highlights
BOARD
SIZE AND INDEPENDENCE |
|
INDEPENDENT LEAD DIRECTOR |
|
MEETING ATTENDANCE |
●11 out of 12 Directors are independent |
|
●Independent Lead Director with robust
authority
●Combined Chairman and CEO positions |
|
99%
●Overall attendance at Board and committee
meetings
●There were SIX Board meetings in
2016 |
DIRECTOR
TENURE |
|
DIRECTOR AGE |
|
OTHER PUBLIC COMPANY
BOARDS |
|
|
|
|
|
The Corporate Governance Highlights
above reflect the Boards current 12 directors. One of the directors, Robert J.
Ulrich, is no longer eligible to stand for re-election as he has reached the
mandatory retirement age.
DIRECTOR NOMINEES
SKILLS AND EXPERIENCE
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 stockholders. The Committee considers a wide
range of factors and experiences, including ensuring an experienced, qualified
Board with expertise in the following areas relevant to 3M. The numbers in
parentheses represent the number of director nominees who possess each of the
skills and experiences.
2 | 3M
Table of Contents
Significant Corporate Governance
Actions |
We recently implemented several changes
that demonstrate our ongoing commitment to strong corporate governance
practices:
Board
Refreshment
We regularly add directors to infuse new
ideas and fresh perspectives into the boardroom. In the past four years, six new
independent directors have joined our Board. 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. Gregory R. Page
and Patricia A. Woertz joined the Board in February 2016. Both are accomplished
business leaders with significant experience directly relevant to 3Ms strategic
vision and business strategies. Gregory R. Page is the retired Chairman of the
Board and Chief Executive Officer of Cargill, Incorporated and brings
exceptional experience in running a complex global business. Patricia A. Woertz
is the retired Chairman of the Board and Chief Executive Officer of Archer-Daniels-Midland Company and brings considerable
experience in creating stockholder value, global operations, and risk
management.
Stockholder
Engagement
We maintain a vigorous stockholder
engagement program. During 2016, members of senior management met with a
cross-section of stockholders owning approximately 35 percent of our outstanding
shares. The meetings included an overview of the Company and a discussion of the
Companys practices on corporate governance. 3Ms Chief Sustainability Officer
also attended these meetings and summarized 3Ms more than 40 years of
environmental stewardship. The feedback from these meetings was shared with the
Board of Directors and helped inform the Board on corporate governance practices
and trends.
Executive Compensation
2016 Financial Performance and Business
Highlights |
For 3M, 2016 was a year of strong
financial performance achieved through disciplined execution in a challenging
macro environment.
EARNINGS PER SHARE GROWTH |
|
ORGANIC LOCAL CURRENCY SALES GROWTH |
|
RETURN
ON INVESTED CAPITAL* |
|
FREE
CASH FLOW CONVERSION* |
|
|
|
|
|
|
|
+7.7% |
|
-0.1% |
|
22.6% |
|
104% |
|
|
|
|
|
|
|
●Earnings per share grew from
$7.58 in 2015 to $8.16 in 2016
●Expanded full-year operating
income margins 110 basis points to 24.0 percent |
|
●Continued low-growth external
environment
●Four of five Business Groups
were flat to positive
●Three of four geographic areas
were positive |
|
●Efficiently deploying capital
across the business
●Fourth consecutive year of at
least 20 percent |
|
●Third consecutive year greater
than 100 percent |
We believe that our ability to deliver
consistent results over time is reflected in our total stockholder return, which
was in the top one-third of our executive compensation peer group for the one-,
three-, and five-year periods ending on December 31, 2016. For additional
information, see Total Stockholder Return on page 40 of this Proxy
Statement.
|
* |
See Appendix A to this Proxy
Statement for a reconciliation of free cash flow and free cash flow
conversion to our results as reported under generally accepted accounting
principles in the United States and the calculation of return on invested
capital as shown here. |
2017 Proxy
Statement | 3
Table of Contents
Other noteworthy accomplishments include
the following:
● |
Celebrated the grand opening of our
new $150 million laboratory in St. Paul, Minnesota; |
● |
Achieved 100 consecutive years of
paying dividends to stockholders; |
● |
Returned $6.4 billion to
stockholders via dividends and gross share
repurchases; |
● |
Awarded 668 patents in the United
States and 3,770 globally, bringing the total to more than 109,000 patents
awarded to 3M throughout its corporate history; |
● |
Improved our employment brand by earning recognition as the Top
Dream Company in the 2016 Millennial Career Survey conducted by the
National Society of High School Scholars; and |
● |
Continued progress on our three key
levers: Portfolio Management, Investing in Innovation, and Business
Transformation. |
For more information concerning our
financial performance and its impact on the compensation of our executives, see
page 37 of this Proxy Statement. For more complete information concerning our
financial performance, see our Annual Report available at
www.proxyvote.com.
Elements of Target 2016 Total Direct
Compensation |
The illustration below shows how the target Total
Direct Compensation of the Named Executive Officers was apportioned among base
salary, annual incentives and long-term incentives for 2016.
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 stockholders.
WE DO |
|
WE DO NOT |
|
|
|
✓Maintain a strong alignment
between corporate performance and compensation by having a majority of
Total Direct Compensation consist of performance-based
compensation.
✓Conduct an annual assessment to
identify and mitigate risks in the design of our incentive compensation
programs.
✓Have a comprehensive clawback
policy.
✓Use an independent compensation
consultant retained by, and reporting directly to, the Compensation
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 applicable to all of our executive
officers.
✓Conduct competitive benchmarking
to align executive compensation with the market. |
|
✗Have employment, severance, or
change in control agreements with any of our executive
officers.
✗Provide tax gross-ups on
executive perquisites.
✗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 in the event of a change in control.
✗Provide dividends or dividend
equivalents on unearned equity awards.
✗Reprice stock options without
the approval of 3M stockholders, except for anti-dilution adjustments
(such as adjustments in connection with a stock split, spinoff,
etc.) |
4 | 3M
Table of Contents
Noteworthy
Compensation Actions During 2016 |
During 2016, we implemented the
following changes with respect to our executive compensation program:
● |
Amended the definition of
Retirement in our Annual Incentive Plan and our 2008 Long-Term Incentive
Plan effective as of January 1, 2016, to mean a termination of employment
with the Company after attaining age 55 with at least 10 years of service.
Prior to this change, the term Retirement meant a termination of
employment with the Company after attaining age 55 with at least five
years of service. This change was made to better align the benefits of
long-term service to the Company with the commitment required to earn
them. The previous definition continues to apply to awards granted under
our 2008 Long-Term Incentive Plan before January 1,
2016. |
● |
Recalculated the number of shares
required to be beneficially owned by our executive officers in order to
maintain compliance with our stock ownership guidelines, effective
December 31, 2016. |
2017 Proxy
Statement | 5
Table of Contents
CORPORATE
GOVERNANCE AT 3M
Proposal No. 1: Elect the Eleven
Directors Identified in this Proxy Statement
At the 2017 Annual Meeting, eleven
directors are to be elected to hold office until the 2018 Annual Meeting of
Stockholders and until their successors have been elected and qualified. All
nominees are presently 3M directors who were elected by stockholders at the 2016
Annual Meeting. 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. Robert J. Ulrich is no longer eligible to
stand for reelection as he has reached the mandatory retirement age under the
Boards Corporate Governance Guidelines. Mr. Ulrich will continue to serve as a
director until the 2017 Annual Meeting, at which time the size of the Board will
be decreased to eleven directors.
The Nominating and Governance Committee
reviewed the Board Membership Criteria (described on page 13) 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 nominees biographical information, we have provided information
concerning the particular experience, qualifications, attributes, and skills
that 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.
6 | 3M
Table of Contents
Nominees for
Director:
SONDRA L.
BARBOUR
Retired Executive Vice President,
Information Systems & Global
Solutions, Lockheed Martin
Corporation
Age |
|
54 |
Director since |
|
2014 |
Other current directorships |
|
None |
3M Board committee(s) |
|
Audit and Finance Committees |
Independent |
|
Yes |
Professional
Highlights
Ms. Barbour is the
Retired Executive Vice President, Information Systems
& Global Solutions, Lockheed Martin Corporation, a high technology aerospace
and defense company. Ms. Barbour served as
Executive Vice President, Information Systems & Global Solutions from 2013
until August 2016, when that business combined with Leidos Holdings, Inc. From
August 2016 until January 2017 she was on the executive staff of Leidos
Holdings, Inc. Ms. Barbour joined Lockheed Martin in 1986 and served in various
leadership capacities and has extensive technology experience, notably in the
design and development of large-scale information systems. From 2008 to 2013 she
served as Senior Vice President, Enterprise Business Services and Chief
Information Officer, heading all of the corporations internal information
technology operations, including protecting the companys infrastructure and
information from cyber threats. Prior to that role she served as Vice President,
Corporate Shared Services from 2007 to 2008 and Vice President, Corporate
Internal Audit from 2006 to 2007 providing oversight of supply chain activities,
internal controls, and risk management.
Nominee
Qualifications
Ms. Barbours degree in
Computer Science and Accounting from Temple University, her leadership roles and
experiences in Information Systems and Global Solutions at Lockheed Martin, her
skills in information technology operations, including cyber security expertise,
financial, internal controls and audit matters, and her experiences as a senior
executive at Lockheed Martin, qualify her to serve as a director of
3M.
THOMAS TONY K.
BROWN
Retired Group Vice President, Global
Purchasing,
Ford Motor Company
Age |
|
61 |
Director since |
|
2013 |
Other current directorships |
|
ConAgra Foods, Inc.,
Tower International, Inc. (non-executive chair) |
3M Board committee(s) |
|
Audit and Finance Committees |
Independent |
|
Yes |
Professional
Highlights
Mr. Brown is the
Retired Group Vice President, Global Purchasing, Ford
Motor Company, a global automotive industry leader. Mr. Brown served in various leadership capacities in global purchasing
since joining Ford in 1999. In 2008, he became Fords Group Vice President,
Global Purchasing, with responsibility for approximately $90 billion of
production and non-production procurement for Ford operations worldwide. He
retired from Ford on August 1, 2013. From 1997 to 1999 he served in leadership
positions at United Technologies Corporation, including its Vice President,
Supply Management. From 1991 to 1997 he served as Executive Director, Purchasing
and Transportation at QMS Inc. From 1976 to 1991 he served in various managerial
roles at Digital Equipment Corporation.
Nominee
Qualifications
Mr. Browns Bachelor of
Business Administration degree from American International College in
Springfield, Massachusetts, his leadership roles, and his knowledge of and
extensive experiences in global purchasing, management, and supply chain at Ford
Motor Company and other companies, qualify him to serve as a director of
3M.
2017 Proxy
Statement | 7
Table of Contents
VANCE D.
COFFMAN
Retired Chairman of the Board and
Chief Executive Officer,
Lockheed Martin Corporation
Age |
|
72 |
Director since |
|
2002 |
Other current directorships |
|
Deere & Company (presiding director) |
|
|
|
Directorships within the past five years |
|
Amgen
Inc. |
3M Board committee(s) |
|
Compensation and Finance
Committees |
Independent |
|
Yes |
Professional
Highlights
Dr. Coffman is the Retired Chairman of the Board and Chief Executive Officer,
Lockheed Martin Corporation, a high technology aerospace and defense
company. Dr. Coffman served in various
executive capacities at Lockheed Martin Corporation before becoming Chairman and
Chief Executive Officer in 1998. He retired as Chief Executive Officer in 2004
and as Chairman of the Board in 2005.
Nominee
Qualifications
Dr. Coffmans Bachelor of Science
degree in Aerospace Engineering from Iowa State University, his Masters and
Doctoral degrees in Aeronautics and Astronautics from Stanford University and
his various leadership roles and experiences at Lockheed Martin, including
serving as Chairman of the Board and Chief Executive Officer, his role in the
integration of Lockheed and Martin Marietta Corporations, his understanding of
the challenges of managing a complex global organization, the breadth of his
experiences and skills in business and financial matters, and his experiences as
a director at the public companies listed above, qualify him to serve as a
director of 3M.
DAVID B.
DILLON
Retired Chairman of the Board and
Chief Executive Officer,
The Kroger Co.
Age |
|
65 |
Director since |
|
2015 |
Other current directorships |
|
Union Pacific Corporation |
|
|
|
Directorships within the past five years |
|
The Kroger
Co.
Convergys
Corporation
DirecTV |
3M Board committee(s) |
|
Audit and Nominating and Governance
Committees |
Independent |
|
Yes |
Professional
Highlights
Mr. Dillon is the Retired Chairman of the Board and Chief Executive Officer, The
Kroger Co., a large retailer that operates retail food and drug stores,
multi-department stores, jewelry stores, and convenience stores throughout the
U.S. Mr. Dillon retired as Krogers Chairman
of the Board on December 31, 2014, where he was Chairman since 2004 and was the
Chief Executive Officer from 2003 through 2013. Mr. Dillon served as President
from 1995 to 2003 and was elected Executive Vice President in 1990. Mr. Dillon
served as Director of the Kroger Co. from 1995 through 2014. Mr. Dillon began
his retailing career at Dillon Companies, Inc. (later a subsidiary of The Kroger
Co.) in 1976 and advanced through various management positions, including its
President from 1986-1995.
Nominee
Qualifications
Mr. Dillons degree in business
from the University of Kansas and his law degree from Southern Methodist
University, his leadership roles and experiences at The Kroger Co., including
serving as Chairman of the Board and Chief Executive Officer, his knowledge of
and extensive experiences in leading one of the worlds largest retailers, his
experiences in Krogers successful $13 billion merger with Fred Meyer, Inc., his
leadership in sustainability, his skills in financial and audit matters, and his
experiences as a director at the public companies listed above, qualify him to
serve as a director of 3M.
8 | 3M
Table of Contents
MICHAEL L.
ESKEW
Retired Chairman of the Board and
Chief Executive Officer,
United Parcel Service, Inc.
Age |
|
67 |
Director since |
|
2003 |
Other current directorships |
|
The Allstate Corporation
Eli Lilly and Company
International Business Machines Corporation (presiding
director) |
|
|
|
Directorships within the past five years |
|
United Parcel
Service, Inc. |
3M Board committee(s) |
|
Compensation (Chair) and Nominating
and Governance Committees |
Independent |
|
Yes |
Professional
Highlights
Mr. Eskew is the
Retired Chairman of the Board and Chief Executive
Officer, United Parcel Service, Inc., a provider of specialized transportation
and logistics services. Mr. Eskew was
appointed Executive Vice President in 1999 and Vice Chairman in 2000 before
becoming Chairman and Chief Executive Officer of UPS in January 2002. He retired
as Chairman of the Board and Chief Executive Officer at the end of 2007 but
remained as a director of UPS until December 31, 2014.
Nominee
Qualifications
Mr. Eskews degree in
Industrial Engineering from Purdue University, his leadership roles and
experiences at United Parcel Service, including serving as Chairman of the Board
and Chief Executive Officer, his knowledge of and extensive experiences in
global logistics, his skills in financial and audit matters, and his experiences
as a director at the public companies listed above, qualify him to serve as a
director of 3M. Mr. Eskew is Lead Director.
HERBERT L.
HENKEL
Retired Chairman of the Board and
Chief Executive Officer,
Ingersoll-Rand plc
Age |
|
68 |
Director since |
|
2007 |
Other current directorships |
|
The Allstate Corporation
C. R. Bard, Inc.
Herc Holdings, Inc. (non-executive chair) |
|
|
|
Directorships within the past five years |
|
Visteon Corporation |
3M Board committee(s) |
|
Audit (Chair) and Finance
Committees |
Independent |
|
Yes |
Professional
Highlights
Mr. Henkel is the
Retired Chairman of the Board and Chief Executive
Officer, Ingersoll-Rand plc, a manufacturer of industrial products and
components. Mr. Henkel retired as
Ingersoll-Rands Chief Executive Officer, a position he held since October 1999,
on February 4, 2010, and retired as Chairman of the Board on June 3, 2010. Mr.
Henkel served as President and Chief Operating Officer of Ingersoll-Rand from
April 1999 to October 1999. Mr. Henkel served in various leadership roles at
Textron, Inc., including its President and Chief Operating Officer from
1998-1999.
Nominee
Qualifications
Mr. Henkels Bachelors
and Masters degrees in Engineering from Polytechnic University of New York and
Masters of Business Administration from the Lubin School at Pace University, his
leadership roles and experiences at Textron, Inc. and Ingersoll-Rand, including
serving as Chairman of the Board and Chief Executive Officer, his knowledge of
and extensive experiences in engineering, manufacturing, management, sales and
marketing in a variety of industries, his skills in financial and audit matters,
and his experiences as a director at the public companies listed above, qualify
him to serve as a director of 3M.
2017 Proxy
Statement | 9
Table of Contents
MUHTAR
KENT
Chairman of the Board and Chief
Executive Officer,
The Coca-Cola Company
Age |
|
64 |
Director since |
|
2013 |
Other current directorships |
|
The Coca-Cola Company |
3M Board committee(s) |
|
Compensation and Finance (Chair)
Committees |
Independent |
|
Yes |
Professional
Highlights
Mr. Kent is the
Chairman of the Board and Chief Executive Officer,
The Coca-Cola Company, the worlds largest beverage company. Mr. Kent has held the position of Chairman of the Board of
The Coca-Cola Company since April 23, 2009, and the position of Chief Executive
Officer since July 1, 2008. From December 2006 through June 2008, Mr. Kent
served as President and Chief Operating Officer of The Coca-Cola Company. From
January 2006 through December 2006, Mr. Kent served as President of Coca-Cola
International and was elected Executive Vice President of The Coca-Cola Company
in February 2006. From May 2005 through January 2006, he was President and Chief
Operating Officer of The Coca-Cola Companys North Asia, Eurasia and Middle East
Group, an organization serving a broad and diverse region that included China,
Japan, and Russia. Mr. Kent is a board member and past Co-Chair of The Consumer
Goods Forum, a fellow of the Foreign Policy Association, a board member and past
Chairman of the U.S.-China Business Council, and Chairman Emeritus of the U.S.
ASEAN Business Council.
Nominee
Qualifications
Mr. Kents Bachelor of
Science degree in Economics from the University of Hull, England, and Master of
Science degree in Administrative Sciences from City University London, his
extensive leadership roles and experiences at The Coca-Cola Company across
multiple geographies, and his extensive international experience not only at The
Coca-Cola Company but also in the organizations mentioned above, qualify him to
serve as a director of 3M.
EDWARD M.
LIDDY
Retired Chairman of the Board and
Chief Executive Officer,
The Allstate Corporation
Age |
|
71 |
Director
since |
|
2000 |
Other current
directorships |
|
Abbott Laboratories
AbbVie, Inc.
The Boeing Company |
3M Board
committee(s) |
|
Compensation and Nominating and Governance (Chair)
Committees |
Independent |
|
Yes |
Professional Highlights
Mr. Liddy is the Retired
Chairman of the Board and Chief Executive Officer, The Allstate Corporation, and
former Partner at Clayton, Dubilier & Rice, LLC, a private equity investment
firm. Mr. Liddy served as a partner of
Clayton, Dubilier & Rice, LLC from January 2010 to December 2015. At the
request of the Secretary of the U.S. Department of the Treasury, Mr. Liddy
served as Interim Chairman of the Board and Chief Executive Officer of American
International Group, Inc. (AIG), a global insurance and financial services
holding company, from September 2008 until August 2009. Mr. Liddy served as
Chairman of the Board of The Allstate Corporation, a personal lines insurer,
from January 1999 to April 2008, and as its Chief Executive Officer from January
1999 to December 2006, and as President and Chief Operating Officer from August
1994 to December 1998.
Nominee Qualifications
Mr. Liddy earned an undergraduate degree from Catholic
University and a Masters of Business Administration from George Washington
University. He brings to our Board the benefits of his substantial experience as
a senior executive and board member of several Fortune 100 companies across a
range of industries. Mr. Liddys extensive executive leadership experience at
Allstate and American International Group enables him to provide our Board with
valuable insights on corporate strategy, risk management, corporate governance,
and many other issues facing large, global enterprises. Additionally, as a
former Chief Financial Officer of Sears, Roebuck and Co., chair of the audit
committee of Goldman Sachs, and partner at Clayton, Dubilier & Rice, LLC,
Mr. Liddy provides our Board with significant knowledge and understanding of
corporate finance, capital markets, and financial reporting and accounting
matters, which qualifies him to serve as a director of 3M.
10 | 3M
Table of Contents
GREGORY R.
PAGE
Retired Chairman of the Board and
Chief Executive Officer,
Cargill, Incorporated
Age |
|
65 |
Director
since |
|
2016 |
Other
current directorships |
|
Deere & Company
Eaton Corporation plc |
|
|
|
Directorships within the past five years |
|
Cargill, Incorporated
Carlson Companies |
3M Board
committee(s) |
|
Audit and Nominating and
Governance Committees |
Independent |
|
Yes |
Professional
Highlights
Mr. Page is the
Retired Chairman of the Board and Chief Executive
Officer, Cargill, Incorporated, an international marketer, processor and
distributor of agricultural, food, financial and industrial products and
services. Mr. Page was named Corporate Vice
President & Sector President, Financial Markets and Red Meat Group of
Cargill in 1998, Corporate Executive Vice President, Financial Markets and Red
Meat Group in 1999, President and Chief Operating Officer in 2000, and became
Chairman of the Board and Chief Executive Officer in 2007. He served as
Executive Chairman of the Board of Cargill from December 2013 until his
retirement from Cargill in September 2015, and Executive Director of Cargill
from September 2015 to September 2016. Mr. Page is a director and past
non-executive Chair of the Board of Big Brothers Big Sisters of America. He is
immediate past President and board member of the Northern Star Council of the
Boy Scouts of America.
Nominee
Qualifications
Mr. Pages undergraduate
degree in economics from the University of North Dakota, his leadership roles
and experiences while serving as Chairman of the Board and Chief Executive
Officer at Cargill, Incorporated, his expertise and knowledge of financial and
audit matters and corporate governance, and his experiences as a director at the
public companies listed above, qualify him to serve as a director of
3M.
INGE G.
THULIN
Chairman of the Board, President and
Chief Executive Officer,
3M Company
Age |
|
63 |
Director
since |
|
2012 |
Other
current directorships |
|
Chevron Corporation |
|
|
|
Directorships within the past five years |
|
The Toro Company |
3M Board
committee(s) |
|
None |
Independent |
|
No |
Professional
Highlights
Mr. Thulin is the
Chairman of the Board, President and Chief Executive
Officer of 3M Company. Mr. Thulin served as
President and Chief Executive Officer of 3M Company from February 24,
2012 to May
8, 2012. Mr. Thulin served as the Companys Executive Vice President and Chief
Operating Officer from May 2011 to February 2012, with responsibility for all of
3Ms business segments and International Operations. Prior to that, he was
Executive Vice President of International Operations from 2004 to 2011. Mr.
Thulin also has held numerous leadership positions in Asia Pacific, Europe and
Middle East, and across multiple businesses.
Nominee
Qualifications
Mr. Thulins degrees in
Marketing and Economics from Gothenburg University, his distinguished 3M career
spanning more than three decades with leadership roles across multiple
geographies and businesses, his in-depth understanding of 3Ms global
businesses, his expertise and knowledge of managing a large global corporation
across multiple industries and markets, his skills in business and financial
matters, and his experiences as a director at the public companies listed above,
qualify him to serve as a director of 3M.
2017 Proxy Statement | 11
Table of Contents
PATRICIA A.
WOERTZ
Retired Chairman of the Board and
Chief Executive Officer,
Archer-Daniels-Midland Company
Age |
|
64 |
Director since |
|
2016 |
Other current directorships |
|
The Procter & Gamble Company
Royal Dutch Shell plc |
3M Board committee(s) |
|
Compensation
and Finance Committees |
Independent |
|
Yes |
Professional
Highlights
Ms. Woertz is the
Retired Chairman of the Board and Chief Executive
Officer, Archer-Daniels-Midland Company, an agricultural processor and food
ingredient provider. Ms. Woertz joined ADM as
Chief Executive Officer and President in April 2006, and was named Chairman of
the Board in February 2007. She served as Chief Executive Officer until December
2014, and Chairman of the Board until December 2015. Before joining ADM, Ms.
Woertz held positions of increasing importance at Chevron Corporation and its
predecessor companies. Ms. Woertz served on the Presidents Export Council from
2010-2015 and chaired the U.S. section of the U.S.-Brazil CEO Forum
2013-2015.
Nominee
Qualifications
Ms. Woertzs
undergraduate degree from Pennsylvania State University in accounting, her
experiences as a Certified Public Accountant at Ernst & Young, her
experiences in finance, auditing, strategic planning, and marketing at Gulf Oil
Corporation, her experiences in the financial aspects of the mergers between
Gulf Oil and Chevron and Texaco and Chevron, her extensive leadership roles and
experiences at ChevronTexaco Corporation as Executive Vice President, Global
Downstream from 2001-2006, her expertise and knowledge of financial and audit
matters and corporate governance, and her experiences as a director at the
public companies listed above, qualify her to serve as a director of
3M.
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 stockholder indicates otherwise in voting the
proxy. |
12 | 3M
Table of Contents
Board Membership
Criteria
3Ms Corporate Governance Guidelines
contain Board Membership Criteria which include a list of skills and
characteristics expected to be represented on 3Ms 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 stockholders. The Committees and the Boards
assessment of Board candidates includes, but is not limited to, consideration
of:
● |
Roles in and contributions
valuable to the business community; |
● |
Personal qualities of leadership,
character, judgment, and whether the candidate possesses and maintains
throughout service on the Board a reputation in the community at large of
integrity, trust, respect, competence, and adherence to the highest
ethical standards; |
● |
Relevant knowledge and diversity
of background and experience in business, manufacturing, technology,
finance and accounting, marketing, international business, government, and
other areas; and |
● |
Whether the candidate is free of
conflicts and has the time required for preparation, participation, and
attendance at all meetings. |
In addition to these minimum
requirements, the Committee will also evaluate whether the nominees skills are
complementary to the existing Board members skills, the Boards needs for
particular expertise in certain areas, and will assess the nominees impact on
Board dynamics, effectiveness, and diversity of experience and
perspectives.
Director Nominees Skills And
Experience |
The diagram below summarizes the
director nominees skills and experiences in the areas that are relevant to 3M
and shows the number of director nominees (in parentheses) who possess each of
the skills and experiences:
DIRECTOR SKILLS AND
EXPERIENCE |
|
2017 Proxy Statement | 13
Table of Contents
The Board of Directors values diversity
as a factor in selecting nominees to serve on the Board because its experience
is that diversity provides significant benefit to the Board and the Company.
Although there is no specific policy on diversity, the Committee considers the
Board Membership Criteria in selecting nominees
for directors, including diversity of background and experience. Such
considerations may include gender, race, national origin, functional background,
executive or professional experience, and international experience.
Identification, Evaluation, and
Selection of Nominees |
The Committee 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 stockholders 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.
The Committee retained Spencer Stuart
in 2016 to help identify future Board candidates.
The Committee evaluates qualified
director nominees at regular or special Committee meetings against the Board
Membership Criteria described above then in effect and reviews qualified
director nominees with the Board. The Committee and the Chairman of the Board
interview candidates that meet the Board Membership Criteria and the Committee
selects nominees that best suit the Boards current needs and recommends one or
more of such individuals for election to the Board.
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 NYSE listing standards, and the full text of which is
available on our Web site 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 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 arms 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 directors 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 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:
Sondra L. Barbour, Thomas Tony K. Brown, Vance D. Coffman, David B. Dillon,
14 | 3M
Table of Contents
Michael L. Eskew, Herbert L. Henkel,
Muhtar Kent, Edward M. Liddy, Gregory R. Page, Robert J. Ulrich, and Patricia A.
Woertz. The Board has also determined that members of the Audit Committee and
Compensation Committee received no compensation from the Company other than for service as a director. Inge G. Thulin, Chairman
of the Board, President and Chief Executive Officer, is considered to not be
independent because of his employment by the Company.
Nominees Proposed by Stockholders
|
The Committee has a policy to consider
properly submitted stockholder recommendations for candidates for membership on
the Board of Directors. Stockholders proposing individuals for consideration by
the Committee must include at least the following information about the proposed
nominee: the proposed nominees 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. Stockholders should send the required information about the
proposed nominee to:
|
Corporate Secretary |
3M Company |
3M Center |
Building 220-14W-06 |
St. Paul, MN
55144-1000. |
In order for an individual proposed by
a stockholder to be considered by the Committee for recommendation as a Board
nominee for the 2018 Annual Meeting, the Corporate Secretary must receive the
proposal by November 22, 2017. Such proposals must be sent via registered,
certified, or express mail (or other means that allows the stockholder to
determine when the proposal was received by the Company). The Corporate
Secretary will send properly submitted stockholder proposed nominations to the
Committee Chair for consideration at a future Committee meeting. Individuals
proposed by stockholders in accordance with these procedures will receive the
same consideration received by individuals identified to the Committee through
other means.
Stockholder Nominations - Advance
Notice Bylaw |
In addition, 3Ms Bylaws permit
stockholders to nominate directors at an annual meeting of stockholders or at a
special meeting at which directors are to be elected in accordance with the
notice of meeting. Stockholders intending to nominate a person for election as a
director must comply with the requirements set forth in the Companys Bylaws.
With respect to nominations to be acted upon at our 2018 Annual Meeting, our
Bylaws would require, among other things, that the Corporate Secretary receive written notice from the record stockholder
no earlier than November 22, 2017, and no later than December 22, 2017. The
notice must contain the information required by the Bylaws, a copy of which is
available on our Web site at www.3M.com, under Investor Relations Governance.
Nominations received after December 22, 2017, will not be acted upon at the 2018
Annual Meeting.
Further, pursuant to the proxy access
Bylaw adopted by the Board in November 2015, a stockholder, or a group of up to
20 stockholders, 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 stockholder(s) and nominee(s) satisfy the Bylaw
requirements. For eligible stockholders to
include in our proxy materials nominees for the 2018 Annual Meeting, proxy
access nomination notices must be received by the Company no earlier than
November 22, 2017, and no later than December 22, 2017. The notice must contain
the information required by the Bylaws.
2017 Proxy Statement | 15
Table of Contents
Role of the Nominating and
Governance Committee |
The Nominating and Governance Committee
identifies individuals who the Committee believes are qualified to become Board
members in accordance with the Board Membership Criteria set forth above, and
recommends selected individuals to the Board for nomination to stand for
election at the next meeting of stockholders of the Company in which directors
will be elected. In the event there is a vacancy on the Board between
meetings of stockholders, the Committee
seeks to identify individuals who the Committee believes are qualified to become
Board members in accordance with the Board Membership Criteria, and may
recommend one or more of such individuals for appointment to the Board. The
Nominating and Governance Committee also focuses on overall Board-level
succession planning at the director level.
Corporate Governance
Overview
The Company believes that good
corporate governance practices serve the long-term interests of stockholders,
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 3Ms
corporate governance practices, including the Corporate Governance Guidelines, the Boards leadership structure and the
responsibilities of the independent Lead Director, communication with directors,
director independence, the director nomination process, the Boards role in risk
oversight, the Codes of Conduct for directors and employees, public policy
engagement, and the Companys commitment to the environment and
sustainability.
Corporate Governance
Highlights |
BOARD SIZE AND
INDEPENDENCE |
|
INDEPENDENT LEAD
DIRECTOR |
|
MEETING
ATTENDANCE |
●11 out of 12 Directors are independent |
|
●Independent Lead Director with robust authority
●Combined Chairman and CEO positions |
|
99%
●Overall attendance at Board and committee
meetings
●There were SIX Board meetings in
2016
|
DIRECTOR TENURE |
|
DIRECTOR
AGE |
|
OTHER PUBLIC COMPANY
BOARDS |
|
|
|
|
|
The Corporate Governance Highlights
above reflect the Boards current 12 directors. One of the directors, Robert J.
Ulrich, is no longer eligible to stand for re-election as he has reached the
mandatory retirement age.
16 | 3M
Table of Contents
Board Independence |
✓Substantial majority
of our directors eleven of our twelve directors are independent of the
Company and management and all are highly qualified.
✓Independent
directors regularly meet in executive sessions without
management.
✓Independent
directors have complete access to management and
employees.
✓Regularly refresh
Board; added 6 new independent directors in past 4 years; average director
tenure is 7
years. |
|
Board
Committee Independence and Expertise |
✓Committee
independence Only independent directors serve on the Boards committees
with independent committee chairs empowered to establish committee
agendas.
✓Committee executive
sessions at each regularly scheduled meeting, members of the Audit
Committee, Compensation Committee, Finance Committee, and Nominating and
Governance Committee meet in executive session.
✓Financial expertise
All members of the Audit Committee meet the NYSE listing standards for
financial expertise, and four of the five members are audit committee
financial experts under SEC rules. |
|
Stockholder Rights |
✓Annual election of
all directors.
✓Majority voting for
directors in uncontested elections.
✓Proxy access a
stockholder, or a group of up to 20 stockholders, continuously owning for
3 years at least 3 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
stockholder(s) and nominee(s) satisfy the Bylaw
requirements.
✓Established policies and criteria for director nominations, including candidates recommended by stockholders.
✓No supermajority
voting provisions in Bylaws or Certificate of
Incorporation.
✓Stockholders holding
25 percent of the outstanding shares have the right to call a special
meeting.
✓No stockholders
rights plan (also known as a poison pill).
✓Established protocol
for stockholders to communicate with the independent Lead Director, the
chairs of the Audit, Compensation, Finance, and
Nominating and Governance Committees of the Board, any of the other independent directors or all of the
independent directors as a group or the full
Board. |
|
Stockholder
Outreach and Engagement |
✓We maintain a
vigorous stockholder engagement program. During 2016, members of senior
management met with a cross-section of
stockholders owning approximately 35 percent of our outstanding
shares. The meetings included an overview of the
Company and a discussion of the Companys practices on corporate
governance and sustainability. The feedback from those meetings was shared
with the Nominating and Governance Committee and the Board and helped
inform the Board on corporate governance practices and
trends. |
|
Risk
Oversight |
✓Broad risk oversight
by the Board and its committees with committee-level risk analyses
reported to the full Board. The Vice President and General Auditor and
Chief Compliance Officer are appointed by, and report directly to, the
Audit Committee. |
2017 Proxy Statement | 17
Table of Contents
Board Approved Long-Term Strategic
Plans and Capital Allocation Strategies |
✓Each year management presents to the Board, and the Board discusses
and approves, detailed long-term strategic plans for the Company, the
international business, and each of the Companys business groups. Each
presentation includes an overview of the business group, the financial
performance, an assessment of the portfolio for growth opportunities using
a SWOT analysis (i.e., strengths, weaknesses, opportunities, and threats);
strategic priorities to drive the three key value creation
leversPortfolio Management, Investing in Innovation, and Business
Transformation; plans to drive the four corporate fundamental
strengthsTechnology, Manufacturing, Global Capabilities, and Brand; and
the projected long-term financial performance.
✓The Board also approves the long-term capital structure of the
Company to ensure that there is sufficient capital to invest for future
growth.
●The Company is committed to
investing in organic growth, most notably through capital expenditures and
research and development. The Company has invested over $16 billion in
capital expenditures and research and development to support and fund
organic growth over the past five years. 3M has opened six customer
technical centers around the world, and a new, state-of-the-art research
and development laboratory in the United States.
●The capital allocation
plans have flexibility to respond quickly to strategic
acquisition opportunities that can strengthen the
Companys portfolio. Over the past five years, 3M has
invested approximately $5 billion in strategic
acquisitions to build upon and strengthen its business
portfolio for continued future growth.
●The Company has a long
history of returning cash to stockholders, having paid
approximately $11 billion in dividends over the past
five years.
●Finally, share repurchases represent the last component of 3Ms capital allocation plans. Over the past five years, 3M has returned
approximately $22 billion to stockholders
via share repurchases. |
|
Director
Orientation and Continuing Education |
✓Board orientation
Our orientation programs familiarize new directors with 3Ms businesses,
strategic plans, and policies, and 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. |
Board, Committee, and Director Evaluations |
✓The Nominating and Governance Committee conducts an annual
evaluation of the performance
of the Board and each of its committees.
The results are shared with the Board and help identify areas in which the Board and
its committees could improve
performance.
✓Before the November
Board meeting, the Chairman/CEO, Lead Director, and chair of the
Nominating and Governance Committee meet to discuss the performance and
contributions of each director.
✓As part of the
nomination process, the Nominating and Governance Committee considers the
performance and contributions of each director and evaluates each of the
directors to ensure our directors continue to possess the necessary skills
and experience to effectively oversee the
Company. |
|
Compliance |
✓Code of Business
Conduct and Ethics for directors.
✓Code of Conduct for
all employees, including our Chief Executive Officer, Chief Financial Officer, and
Chief Accounting Officer.
✓Disclosure committee
for financial reporting.
✓Disclosure
of public policy engagement on our Investor Relations Web site, under
Governance Governance Documents Political
Activities and Issue Advocacy, including disclosure of
political contributions
and membership in key trade associations where membership dues
allocated for lobbying purposes exceed
$25,000. |
18 | 3M
Table of Contents
Environmental Stewardship and Sustainability |
✓Long-standing
commitment to environmental stewardship and
sustainability.
✓2025 Sustainability
Goals for raw materials, water, and energy and
climate, including increasing wind and
solar renewable energy to 25 percent of total electricity use by 2025.
✓Our Sustainability
Report and 2025 Sustainability Goals are available
on our Web site at www.3M.com, under
About 3M Sustainability. |
|
Executive Compensation |
✓Annual advisory
approval of executive compensation with
approximately 96 percent of the votes cast in favor of the Companys executive compensation program in 2016.
✓Strong
pay-for-performance philosophy.
✓Incentive
compensation subject to clawback policy.
✓Robust stock
ownership guidelines for executive officers and
stock retention policy for directors.
✓Prohibition of
hedging or pledging 3M stock by directors and
executive officers.
✓No employment,
severance, or change in control agreements with
any senior executives, including the
CEO.
✓Long-term incentive
compensation linked to financial objectives of
earnings per share growth, relative organic
volume growth, return on invested capital, and free cash flow
conversion. |
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 Boards leadership structure,
the responsibilities of the independent Lead Director, director independence,
the Board Membership Criteria, Board committees, and Board and management
evaluation. The Boards 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. 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 Web site at www.3M.com, under Investor Relations
Governance.
Boards
Role in Risk Oversight |
The Board has delegated to the Audit
Committee through its charter the primary responsibility for the oversight of
risks facing the Company including cybersecurity. The Audit Committees charter
provides that the Audit Committee shall discuss policies and procedures with
respect to risk assessment and risk management, the Companys major risk
exposures and the steps management has taken to monitor and mitigate such
exposures.
The Vice President and General Auditor,
Corporate Auditing (the Auditor), whose appointment and performance is
reviewed and evaluated by the Audit Committee and who has direct reporting
obligations to the Committee, is responsible for leading the formal risk
assessment and management process within the Company. The Auditor, through
consultation with the Companys senior management, periodically assesses the
major risks facing the Company and works with those executives responsible for
managing each specific risk. The Auditor periodically reviews with the Audit
Committee the major risks facing the Company and
the steps management has taken to monitor and mitigate those risks. The
Auditors risk management report, which is provided in advance of the meeting,
is reviewed with the entire Board by either the chair of the Audit Committee or
the Auditor. The executive responsible for managing a particular risk may also
report to the full Board on how the risk is being managed and
mitigated.
While the Boards oversight of risk
primarily is performed by the Audit Committee, the Board has delegated to other
committees the oversight of risks within their areas of responsibility and
expertise. For example, the Compensation Committee oversees risks associated
with the Companys compensation practices, including by performing an annual
review of the Companys risk assessment of its compensation policies and
practices for its employees. The Finance Committee oversees risks associated
with the Companys capital structure, credit ratings and cost of capital,
long-term benefit obligations, and use of or investment in financial
2017 Proxy Statement | 19
Table of Contents
products, such as derivatives to manage
risk related to foreign currencies, commodities, and interest rates. The
Nominating and Governance Committee oversees risks associated with the Companys
overall governance and its succession planning process to ensure that the
Company has a slate of future, qualified candidates for key management
positions.
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 below)
because the CEO, who is ultimately responsible for the Companys 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 Boards attention.
Management Succession
Planning |
The Board plans the succession to the
position of Chairman/CEO and other senior management positions. To assist the
Board, the Chairman/CEO and Senior Vice President
of Human Resources annually assess senior managers and their succession
potential for the position of Chairman/CEO and other senior management
positions.
Communication with
Directors |
The Board of Directors has adopted the
following process for stockholders and other interested parties to send
communications to members of the Board. Stockholders and other interested
parties may communicate with the Lead Director, the chairs of the Audit,
Compensation, Finance, and Nominating and Governance 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 220-14W-06, St. Paul, MN
55144-1000.
Compliance
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 3Ms Code of Conduct to ensure that
our business is conducted in a consistently legal and ethical manner. These
policies form 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 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 3Ms Investor Relations Web site,
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 Companys Code of Conduct, including the
effectiveness of the Companys 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 Companys
20 | 3M
Table of Contents
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 Companys Code of Conduct for
employees and the Code of Business Conduct and Ethics for Directors are
available on our Web site at www.3M.com under Investor Relations
Governance Governance Documents.
The Company believes that transparency
with respect to the consideration, processes, and oversight of our engagement
with lawmakers is important to our stockholders, and continuously makes efforts
to give our stockholders useful information about our public policy engagement.
Since 2007 (and updated several times since then), the Company has voluntarily
published a detailed explanation of the Companys political activities which is
available on our Web site at www.3M.com under Investor Relations
Governance Governance Documents Political Activities and Issue Advocacy.
There, the Company sets out in detail its positions on important public policy
issues, the factors we consider when making political contributions, 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 Companys 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 Web site the trade associations
the Company joined where $25,000 or more of the dues are allocated for lobbying
purposes by the trade association. The Company believes that these disclosures
on our Web site, which exceed the disclosures required by law, offer
transparency respecting the Companys public policy engagement and political
activities.
Commitment to the Environment and
Sustainability |
At 3M, we are working hard to help
create a better world for people everywhere. We apply our ingenuity, our
expertise, and our technology to solve problems innovatively, and with a focus
on solutions for the longer term. Sustainability is fundamental to our business
philosophy from product development and manufacturing to how customers use our
products.
For more than 40 years, 3M has been a
leader among global corporations in sustainability actions and measures,
beginning with the creation of its groundbreaking Pollution Prevention Pays (3P)
Program in 1975 to a broad portfolio of sustainable products today. As a global
corporation, we believe that we have a significant responsibility to society in
general, and especially to the communities in which we live and work. Fulfilling
our responsibility is important both from an environmental stewardship
perspective and as a key competitive strategy. Our corporate vision states: 3M
technology advancing every company... 3M products enhancing every home... and 3M
innovation improving every life. It is that vision that focuses on our
customers needs and well-being that guides our sustainability strategies and
goals, and the respect we demonstrate for our social and physical
environments.
We have created hundreds of sustainable
solutions and product platforms to help our customers manage their environmental
footprint from paint systems that reduce the need for cleaning solvents and
window films that ease energy consumption to a greener tape that is made with
plant-based adhesive and film.
In January 2013, our CEO formed the
Sustainability Center of Excellence to focus on developing and commercializing
products which help our customers solve their sustainability challenges and on
ensuring sustainability within 3M operations and supply chain. The Vice
President of Environment, Health, Safety, and Sustainability reports to the
Senior Vice President of 3M Supply Chain, who reports to the CEO. The formation
of the Sustainability Center of Excellence demonstrates the Companys commitment
to integrate innovation and sustainability into our products and operations for
the benefit of our customers and our communities. The primary role of the Center
is to develop strategy, set significant goals to track progress, and drive
sustainable actions throughout 3M. Sustainability will continue to be a vital
focus as we work to truly advance every company, enhance every home, and improve
every life.
As part of our sustainability efforts,
we are a signatory to the United Nations Global Compact on Human Rights a
policy initiative for businesses to demonstrate their commitment to ten
principles in the areas of human rights, labor, environment, and
anti-corruption. We will report annually on these corporate responsibility
efforts in our Sustainability Report. To learn more about our sustainability
efforts, please view our Sustainability Report which is available on our Web
site at www.3M.com under About 3M Sustainability.
2017 Proxy Statement | 21
Table of Contents
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, ratification, 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. In the course of its review and approval or
ratification of a transaction, the Committee considers:
●the nature of the Related
Persons interest in the transaction;
●the material terms of the
transaction, including whether the transaction is on terms no less favorable
than terms generally available to an unaffiliated third party under the same or
similar circumstances;
●the significance of the
transaction to the Related Person;
●the significance of the
transaction to the Company;
●whether the transaction would
impair the judgment of a director or executive officer to act in the best
interest of the Company; and
●any other matters the Committee
deems appropriate.
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 or ratification, 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.
Policy on
Adoption of a Rights Plan |
In 2002 and 2003, a 3M stockholder
submitted a stockholder proposal to 3M regarding the approval process for
adopting a stockholders 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 stockholders in the context
of a takeover effort.
Following consideration of the
favorable vote the stockholder proposal received and in light of this belief,
the Board adopted and has reaffirmed a statement of policy on this topic. The
Boards policy is that it will only adopt a
rights plan if either (1) stockholders 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
3Ms stockholders to adopt a rights plan without the delay in adoption resulting
from seeking stockholder 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 3Ms published Corporate
Governance Guidelines and its Proxy Statement.
Board Structure and
Processes
Boards
Leadership Structure |
The Boards leadership structure is
characterized by:
●a combined Chairman of the Board
and CEO;
●a strong, independent, and highly
experienced Lead Director with well-defined responsibilities that support the
Boards oversight responsibilities;
●a robust committee structure
consisting entirely of independent directors with oversight of various types of
risks; and
●an engaged and independent
Board.
The Board of Directors 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 Companys
day-to-day operations and with in-depth knowledge and understanding of the
Company, our CEO is best positioned to chair regular Board meetings as the
directors discuss key business and strategic issues. Coupled with an independent
Lead Director,
22 | 3M
Table of Contents
this combined structure provides
independent oversight while avoiding unnecessary confusion regarding the Boards
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 Boards ability to provide for a leadership
structure that would best serve stockholders. 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 Web site at www.3M.com, under Investor
Relations Governance. Instead, the Board adopted an approach that allows it,
in representing the stockholders 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 3Ms traditions and values, the CEO must have
maximum authority. The CEO is primarily responsible for effectively leading
significant change, improving operational efficiency, driving growth, managing
the Companys day-to-day business, managing the various risks facing the
Company, and reinforcing the expectation for all employees of continuing to
build on 3Ms century-old tradition of uncompromising integrity and doing
business the right way.
The Board believes that the Companys
corporate governance measures ensure that strong, independent directors continue
to effectively oversee the Companys 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:
● |
Independent directors comprise a
substantial majority of the Board; |
● |
Directors are elected annually by
a majority vote in uncontested director elections; |
● |
Only independent directors serve
on the Audit, Compensation, Finance, and Nominating and Governance
Committees; |
● |
The committee chairs establish
their respective agendas; |
● |
The Board and committees may
retain their own advisors; |
● |
The independent directors have
complete access to management and employees; |
● |
The independent directors meet in
executive session without the CEO or other employees during each regular
Board meeting; and |
● |
The Board and each committee
regularly conduct a self-evaluation to determine whether it and its
committees function effectively. |
The Board has also designated one of
its members to serve as Lead Director, with responsibilities (described in the
next section) that are similar to those typically performed by an independent
chairman.
Independent Lead
Director |
The Board has designated one of its
members to serve as a Lead Director, with responsibilities that are similar to
those typically performed by an independent chairman (Lead Director). Michael
L. Eskew was appointed Lead Director by the independent directors effective
November 12, 2012, succeeding Dr. Vance Coffman who had served as Lead Director
since 2006. Michael Eskew is a highly experienced director, currently serving on
the boards of The Allstate Corporation, Eli Lilly and Company, and International
Business Machines Corporation, and
was the former Chairman and CEO of United
Parcel Service, Inc. His responsibilities include, but are not limited to, the
following:
● |
Presides at all meetings of the Board at which the Chairman is not
present, including executive sessions of the independent
directors; |
● |
Acts as a key liaison between the
Chairman/CEO and the independent directors; |
● |
Approves the meeting agendas for
the Board, and approves the meeting schedules to assure that there is
sufficient time for discussion of all agenda items; |
● |
Has the authority to approve the
materials to be delivered to the directors in advance of each Board
meeting and provides feedback regarding the quality, quantity, and
timeliness of those materials (this duty not only gives the Lead Director
approval authority with respect to materials to be delivered to the
directors in advance of each Board meeting but also provides a feedback
mechanism so that the materials may be improved for future
meetings); |
● |
Has the authority to call
meetings of the independent directors; |
● |
Communicates Board member
feedback to the Chairman/CEO (except that the chair of the Compensation
Committee leads the discussion of the Chairman/CEOs performance and
communicates the Boards evaluation of that performance to the
Chairman/CEO); |
● |
If requested by major
stockholders, ensures that he is available, when appropriate, for
consultation and direct communication; and |
● |
Performs such other duties as
requested by the independent directors. |
2017 Proxy Statement | 23
Table of Contents
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 Director
presides over the Boards executive sessions.
Board Committees
Board,
Committees, and Director
Evaluations |
The Board conducts an annual
self-evaluation to determine whether it and its committees are functioning
effectively and consider opportunities for continual enhancement. The Nominating
and Governance Committee solicits and receives comments from all directors and
shares those comments with the Board. Based on the comments and further
discussion and reflection, the Board makes an assessment reviewing areas in
which the Board believes improvements could be made to increase the
effectiveness of the Board and its committees as well as identifying existing
practices which have contributed to high effectiveness and accordingly should be
continued. Self-evaluation items requiring follow-up and/or the development and
execution of implementation and action plans are monitored on a going-forward
basis by the full Board, as well as by individual
committees and the chairs thereof, as applicable. 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 2016.
Before the November Board meeting, the
Chairman/CEO, Lead Director, and chair of the Nominating and Governance
Committee meet to discuss the performance and contributions of each director. As
part of the nomination process, the Nominating and Governance Committee
considers the performance and contributions of each director and evaluates each
of the directors to ensure our directors continue to possess the necessary
skills and experience to effectively oversee the Company.
Board and
Committee Information |
The Board currently has twelve
directors and the following four committees: Audit, Compensation, Finance, and
Nominating and Governance. The membership and the function of each committee are
described below.
During 2016, the Board of Directors held five regularly
scheduled meetings and one telephonic meeting. Overall attendance at Board and
committee meetings was 99 percent. During 2016, all of our directors attended at
least 75% 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 Stockholders unless
extenuating circumstances prevent them from attending. Eleven directors attended
last years Annual Meeting of Stockholders, which constituted all directors who
were members of the Board as of the 2016 Annual Meeting date, except for one
director who had a family medical emergency and was unable to attend the 2016
Annual Meeting.
NAME OF NON-EMPLOYEE DIRECTOR |
|
AUDIT |
|
COMPENSATION |
|
FINANCE |
|
NOMINATING AND GOVERNANCE |
Sondra L. Barbour |
|
|
|
|
|
|
|
|
Thomas Tony K. Brown |
|
|
|
|
|
|
|
|
Vance D. Coffman |
|
|
|
|
|
|
|
|
David B. Dillon |
|
|
|
|
|
|
|
|
Michael L. Eskew |
|
|
|
|
|
|
|
|
Herbert L. Henkel |
|
|
|
|
|
|
|
|
Muhtar Kent |
|
|
|
|
|
|
|
|
Edward M. Liddy |
|
|
|
|
|
|
|
|
Gregory R. Page |
|
|
|
|
|
|
|
|
Robert J. Ulrich |
|
|
|
|
|
|
|
|
Patricia A. Woertz |
|
|
|
|
|
|
|
|
|
=
Committee Member; |
|
=
Chair |
24 | 3M
Table of Contents
AUDIT COMMITTEE
MEMBERS
Sondra L. Barbour
Thomas Tony K. Brown
David B. Dillon
Herbert L. Henkel (chair)
Gregory R. Page
MEETINGS IN 2016
8
The Board of Directors has
determined that all of the 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 Herbert L. Henkel (chair), Sondra L.
Barbour, David B. Dillon, and Gregory R. Page 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.
The Audit Committee has adopted, and
annually reviews, its charter setting forth its roles and
responsibilities.
AUDIT COMMITTEE
CHARTER
www.3M.com > Investor
Relations
> Governance >
Governance Documents >
Committee
Charters
INTRODUCTION
The Audit Committee assists the Board
in its oversight of the integrity of the Companys financial statements,
compliance with legal and regulatory requirements, the qualifications,
independence, and performance of the Companys independent registered public
accounting firm (the Independent Accounting Firm), the performance of the
Companys internal auditing department, and furnishes a report for inclusion in
the Companys Proxy Statement.
ROLES AND
RESPONSIBILITIES
● |
Reviews the Companys annual
audited and quarterly consolidated financial statements and internal
controls over financial reporting; |
● |
Reviews the Companys 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 Companys report on
internal controls over financial reporting and the Independent Accounting
Firms audit of internal controls over financial
reporting; |
● |
By delegation to the chair,
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 managements
response to the recommendations of the Independent Accounting
Firm; |
● |
Discusses policies with respect
to risk assessment and risk management, the Companys major risk
exposures, and the steps management has taken to monitor and mitigate such
exposures; |
● |
Periodically obtain 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 Companys information security policies
and internal controls regarding information security; |
● |
Periodically obtains reports from
the Companys 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 managements response
thereto; |
● |
Periodically obtains reports from
the Companys Chief Compliance Officer, who has direct reporting
obligations to the Committee, on compliance with the Companys Code of
Conduct, and at least annually, on the implementation and effectiveness of
the Companys compliance and ethics program; |
● |
Reviews with the Companys
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
Companys senior internal auditing executive these procedures and any
significant complaints received. |
2017 Proxy Statement | 25
Table of Contents
COMPENSATION
COMMITTEE
MEMBERS
Vance D. Coffman
Michael L. Eskew (chair)
Muhtar Kent
Edward
M. Liddy
Robert J. Ulrich
Patricia A. Woertz
MEETINGS IN 2016
5
The Board of Directors has
determined that all Compensation 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 Committee member qualifies as a Non-Employee Director under
Rule 16b-3 of the Securities Exchange Act of 1934, and that each member
qualifies as an outside director under Section 162(m) of the Internal Revenue
Code.
The Compensation Committee has
adopted, and annually reviews, its charter setting forth its roles and
responsibilities.
COMPENSATION COMMITTEE
CHARTER
www.3M.com > Investor
Relations
> Governance >
Governance Documents >
Committee
Charters
INTRODUCTION
The Compensation Committee reviews the
Companys 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 Commissions disclosure rules for
executive compensation, and furnishes a report for inclusion in the Companys
Proxy Statement.
ROLES AND
RESPONSIBILITIES
● |
Reviews disclosures in the
Companys 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 stockholder 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 Companys 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 Companys compensation policies and practices for its
employees; |
● |
Reviews stockholder proposals
relating to executive compensation matters and makes recommendations to
the Board regarding responses; |
● |
Periodically reviews human
resource issues relating to the Companys policies and practices with
respect to workforce diversity and equal employment opportunities;
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. |
26 | 3M
Table of Contents
FINANCE COMMITTEE
MEMBERS
Sondra L. Barbour
Thomas Tony K. Brown
Vance D. Coffman
Herbert L. Henkel
Muhtar Kent (chair)
Patricia A. Woertz
MEETINGS IN 2016
5
The Board of Directors has
determined that all Finance Committee members are independent under the NYSE
listing standards.
The Finance Committee has adopted,
and annually reviews, its charter setting forth its roles and
responsibilities.
FINANCE COMMITTEE
CHARTER
www.3M.com > Investor
Relations
> Governance >
Governance Documents >
Committee
Charters
INTRODUCTION
The Finance Committee assists the Board
with its oversight of the Companys financial structure, including its overall
capital structure, sources and uses of funds and related cash and financing
plans, the Companys financial condition and capital strategy, and financial
risk management.
ROLES AND
RESPONSIBILITIES
● |
Reviews and recommends for
approval by the Board the dividend policy and the declaration of dividends
or other forms of distributions on the Companys stock, such as stock
splits in the form of a stock dividend; |
● |
Reviews and recommends for
approval by the Board the authorization for repurchase of the Companys
stock and periodically reviews repurchase activities; |
● |
Reviews and recommends for
approval by the Board the Companys authorization limit for cumulative
short- and long-term borrowings; |
● |
Reviews and recommends for
approval by the Board the registration and issuance of the Companys debt
or equity securities, except in the case of the issuance of debt or equity
securities in connection with a merger or acquisition transaction which is
presented to the Board; |
● |
Periodically reviews the
Companys capital allocation and capital structure strategies and related
metrics from a credit rating agency and investor
perspective; |
● |
Reviews and recommends for
approval by the Board an annual capital expenditure budget and revisions
to that budget; |
● |
Reviews and recommends for
approval by the Board capital expenditures in excess of
$75,000,000; |
● |
Periodically reviews the
Companys global treasury and tax planning activities; |
● |
Reviews and evaluates risks
associated with the Companys policies and activities related to cash
investments, counterparty risks, and use of derivatives as part of hedging
programs to manage risk related to foreign currencies, commodity prices,
and interest rates; |
● |
Periodically reviews and approves
the Companys decision to enter into derivative swaps, including swaps
exempt from an otherwise applicable clearing or trading mandate, and other
governance matters related to derivatives trading; |
● |
Periodically reviews the
Companys insurance coverage; |
● |
Periodically reviews the funding,
asset performance, and strategies for the Companys pension and other
postretirement benefit plans; and |
● |
Periodically reviews the
Companys funding and liquidity strategies for achievement of financing
objectives. |
2017 Proxy Statement | 27
Table of Contents
NOMINATING AND GOVERNANCE
COMMITTEE
MEMBERS
David B. Dillon
Michael L. Eskew
Edward M. Liddy (chair)
Gregory R. Page
Robert J. Ulrich
MEETINGS IN 2016
5
The Board of Directors has
determined that all Nominating and Governance Committee members are
independent under the NYSE listing standards.
The Nominating and Governance
Committee has adopted, and annually reviews, its charter setting forth its roles
and responsibilities.
NOMINATING AND
GOVERNANCE COMMITTEE
CHARTER
www.3M.com > Investor
Relations > Governance >
Governance
Documents >
Committee Charters
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 stockholder nominees for director (submitted in
accordance with the Companys 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 Companys 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 or ratifies
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
Companys positions and engagement on important public policy issues
affecting its business, including Sustainability and the political
contributions of 3M and its Political Action
Committee. |
28 | 3M
Table of
Contents
Director
Compensation and Stock Ownership Guidelines
The Nominating and Governance Committee
periodically receives reports on the status of Board compensation in relation to
other large U.S. companies and is responsible for recommending to the Board
changes in compensation for non-employee directors. In developing its
recommendations, the Committee is guided by the following goals:
● |
Compensation should fairly pay directors for work required in a
company of 3Ms size and scope; |
● |
A significant portion of the total compensation should be paid
in common stock to align directors interests with the long-term interests
of stockholders; and |
● |
The structure of the
compensation should be simple and transparent. |
Periodically, at the request of the
Committee, Frederic W. Cook & Co., Inc. conducts a survey of director
compensation at other large U.S. companies and provides expert advisory support
to the Committee on the compensation of non-employee directors. 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. Non-employee directors compensation
includes the following compensation elements:
Annual
Compensation In May 2016, the Nominating and
Governance Committee considered a board compensation study prepared by Frederic
W. Cook & Co., Inc. After reviewing that study, the Committee recommended
and the Board approved an increase of $5,000 in the annual compensation for
non-employee directors from $280,000 to $285,000, effective January 1, 2016. All
of the $5,000 increase was allocated to an increase in the annual cash retainer
(from $120,000 to $125,000). The annual stock retainer of $160,000 remains
unchanged. Approximately 44 percent of the annual compensation (or $125,000) is
payable in cash in four quarterly installments and approximately 56 percent of
the annual compensation (or $160,000) is payable in common stock after the
Annual Meeting. In addition, the chair of the Audit Committee receives an
additional annual fee of $25,000 and the chair of the Compensation Committee
receives an additional annual fee of $20,000. The chairs of the Finance and Nominating and Governance Committees
each receive an additional annual fee of $15,000. The Lead Director receives an
additional annual fee of $30,000. There are no meeting fees. In lieu of the cash
fees, a director may elect to receive common stock of the Company. Non-employee
directors may also voluntarily defer all or part of their annual cash fees or
stock awards until they cease to be members of the Board.
Deferred
Stock For directors who have elected to defer
their annual stock awards or annual cash fees into a common stock equivalents
account (Deferred Stock), the Company credits their accounts with a number of
3M common stock equivalents (including fractional share equivalents) equal to
the number of actual shares of 3M common stock which could have been purchased
with such deferred amounts on the first day of the calendar quarter, using the
closing price of 3M common stock on the NYSE on the last business day
immediately preceding such date. In addition, on each payment date for dividends
on 3M common stock, the Company credits to the directors accounts a number of
3M common stock equivalents having a value equal to the dividend, determined by
using the closing price of 3M common stock on the NYSE on the sixth business day
preceding the dividend record date. The Deferred Stock is fully vested upon
grant but does not have voting rights. Appropriate adjustments to the amount of
Deferred Stock shall be made to the accounts for stock splits, stock dividends,
merger, consolidation, payment of dividends other than in cash, and similar
circumstances affecting 3M common stock. The Deferred Stock will be distributed
in 3M common stock to non-employee directors beginning on January 1 of the year
following the year in which they leave the Board, either in a lump sum or in up
to ten annual installments pursuant to their deferral elections.
All Other
Compensation The column below showing All
Other Compensation includes the incremental cost of complimentary products and
matching gifts. The non-employee directors are eligible to participate in the
Companys matching gift program on the same terms as 3M employees. Under this
program, the 3M Foundation will match up to a total of $5,000 a year in
contributions by the director to eligible institutions of higher
education.
2017 Proxy
Statement | 29
Table of
Contents
2016 Director Compensation
Table |
The total 2016 compensation of our
non-employee directors is shown in the following table:
NON-EMPLOYEE DIRECTORS |
|
FEES EARNED OR PAID IN CASH ($)(1) |
|
STOCK AWARDS ($)(2) |
|
ALL OTHER COMPENSATION ($)(3) |
|
TOTAL ($) |
Linda G. Alvarado (retired from the
Board,
effective May 10, 2016) |
|
44,986 |
|
57,268 |
|
0 |
|
102,254 |
Sondra L. Barbour |
|
125,000 |
|
160,000 |
|
0 |
|
285,000 |
Thomas Tony K. Brown |
|
125,000 |
|
160,000 |
|
0 |
|
285,000 |
Vance D. Coffman* |
|
137,514 |
|
160,000 |
|
5,000 |
|
302,514 |
David B. Dillon |
|
125,000 |
|
160,000 |
|
5,000 |
|
290,000 |
Michael L. Eskew* |
|
175,000 |
|
160,000 |
|
1,000 |
|
336,000 |
Herbert L. Henkel* |
|
150,000 |
|
160,000 |
|
0 |
|
310,000 |
Muhtar Kent |
|
127,486 |
|
160,000 |
|
0 |
|
287,486 |
Edward M. Liddy* |
|
140,000 |
|
160,000 |
|
0 |
|
300,000 |
Gregory R. Page (elected February 1, 2016) |
|
114,351 |
|
146,448 |
|
5,000 |
|
265,799 |
Robert J. Ulrich |
|
125,000 |
|
160,000 |
|
0 |
|
285,000 |
Patricia A. Woertz (elected February 2, 2016) |
|
114,011 |
|
146,011 |
|
0 |
|
260,022 |
* Committee Chair
(1) This column represents the
amount of all fees earned or paid in cash for services as a
director.
(2) This
column represents the grant date fair value of the stock awards made in 2016,
computed in accordance with Financial Accounting Standards Board Accounting
Standards Codification Topic 718, Compensation Stock Compensation, excluding
the effect of estimated forfeitures. 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.
(3) This
column includes matching gifts. Non-employee directors are eligible to
participate in the Companys matching gift program on the same terms as 3M
employees. Under this program, the 3M Foundation will match up to a total of
$5,000 a year in contributions by the director to eligible institutions of
higher education.
Stock Ownership
Guidelines |
The Board requires that each director
retain the stock portion (currently valued at $160,000) of the annual
compensation issued on or after October 1, 2007, until the director leaves the
Board. Information regarding accumulated stock
and deferred stock units is set forth in the section entitled Security
Ownership of Management beginning on page 72 of this Proxy
Statement.
Hedging and Pledging
Policies |
The Companys stock trading policies
prohibit directors and the Companys executive officers from (i) purchasing any
financial instrument that is designed to hedge or offset any decrease in the
market value of the Companys common stock, including prepaid variable forward
contracts, equity swaps, collars and exchange
funds; (ii) engaging in short sales related to the Companys common stock; (iii)
placing standing orders; (iv) maintaining margin accounts; and (v) pledging 3M
securities as collateral for a loan. All transactions in 3M securities by
directors and executive officers must be pre-cleared with the Deputy General
Counsel.
30 | 3M
Table of
Contents
AUDIT
COMMITTEE
MATTERS
Proposal No. 2:
Ratification of the Appointment of Independent Registered Public Accounting Firm
for 2017
The Audit Committee is directly
responsible for the appointment, compensation (including approval of all fees),
retention, and oversight of the Companys 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 3Ms Independent Accounting Firm
for 2017. PwC has been 3Ms Independent Accounting Firm since 1998. Prior to
that, 3Ms Independent Accounting Firm was Coopers & Lybrand (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
Companys 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
PwCs independence and performance in connection with the Audit Committees
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:
● |
PwCs historical and recent performance on the 3M audit,
including input from those 3M employees with substantial contact with PwC
throughout the year about PwCs quality of service provided, and the
independence, objectivity, and professional skepticism demonstrated
throughout the engagement by PwC and its audit team; |
● |
an analysis of PwCs 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; |
● |
PwCs independence; |
● |
the appropriateness of PwCs fees, on both an absolute basis
and as compared to its peer firms; |
● |
PwCs 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 |
● |
PwCs capability and expertise
in handling the breadth and complexity of our global operations, including
the Companys 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 stockholders to retain PwC to serve as our Independent
Accounting Firm for 2017.
We are asking our stockholders to ratify the selection of PwC as our Independent Accounting Firm for 2017. Although ratification is not required
by our Bylaws or otherwise, the Board is submitting the selection of PwC to our
stockholders 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 stockholders.
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.
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 Companys independent
registered public accounting firm for 2017. Proxies solicited by the Board
of Directors will be voted FOR ratification unless a stockholder
indicates otherwise in voting the
proxy. |
2017 Proxy
Statement | 31
Table of
Contents
The Audit Committee oversees the
Companys 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 Companys annual consolidated financial statements and a review of
the Companys quarterly financial statements and expressing opinions on the
Companys 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 Companys results and the assessment
of the Companys 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 Companys 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
PCAOBs Auditing Standards on Communications with Audit Committees, as currently
in effect.
In addition, the Audit Committee has
reviewed and discussed with the Independent Accounting Firm the auditors
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 Firms
communications with the Audit Committee concerning independence, and the Audit
Committee has discussed the Independent Accounting Firms independence from the
Company.
The Audit Committee also has considered
whether the Independent Accounting Firms provision of non-audit services to the
Company is compatible with the auditors 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 Companys 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
Companys internal controls, and the overall quality of the Companys 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 Companys Annual Report on Form 10-K for the year ended
December 31, 2016, for filing with the SEC.
Submitted by the Audit
Committee
Herbert L. Henkel, Chair
Sondra L.
Barbour
Thomas Tony K. Brown
David B. Dillon
Gregory R. Page
32 | 3M
Table of
Contents
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 the following procedures for the pre-approval of all
audit and permissible non-audit services provided by the Independent Accounting
Firm.
Before engagement of the Independent
Accounting Firm for the next years audit, the Independent Accounting Firm will
submit to the Audit Committee for approval a detailed description of services it
expects to render to the Company during that year for each of the following
categories of services:
● |
Audit services include audit work performed in the preparation
of consolidated financial statements, as well as work that generally only
the Independent Accounting Firm can reasonably be expected to provide,
including comfort letters, statutory audits, attest services, and
consultation regarding financial accounting and/or reporting
standards; |
● |
Audit-related services are for assurance and related services
that are traditionally performed by the Independent Accounting Firm,
including due diligence related to mergers and acquisitions or
dispositions, employee benefit plan audits, and special procedures
required to meet certain regulatory requirements; |
● |
Tax services include all services performed by the Independent
Accounting Firms tax personnel except those services specifically related
to the audit of the financial statements, and include fees in the areas of
tax compliance, tax planning, and tax advice; and |
● |
Other services are those
services not captured in the other
categories. |
Before engagement, the Audit Committee
pre-approves these services by category of service. The fees are budgeted and
the Audit Committee requires the Independent Accounting Firm to report actual
fees in comparison to the budget periodically throughout the year by category of
service. During the year, circumstances may arise when it may become necessary
to engage the Independent Accounting Firm for additional services not
contemplated in the original pre-approval. In those instances, the Audit
Committee requires specific pre-approval before engaging the Independent
Accounting Firm.
The Audit Committee has delegated
pre-approval authority to the chair of the Committee. The chair must report, for
informational purposes only, any pre-approval decisions to the Audit Committee
at its next scheduled meeting.
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 Companys consolidated financial statements for the years ended December 31, 2015 and 2016, and
fees billed for other services rendered by PwC during those periods.
Audit and Non-Audit Fees
($ in Millions)
|
|
2015 |
|
2016 |
Audit Fees: |
|
$15.4 |
|
$15.1 |
Audit-Related Fees: |
|
3.3 |
|
0.5 |
Tax Fees: |
|
1.8 |
|
1.0 |
All Other Fees: |
|
0.2 |
|
0.2 |
Total |
|
$20.7 |
|
$16.8 |
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, procedures related
to the adoption of new accounting standards, comfort letters, consents, and
review of documents filed with the Securities and Exchange Commission.
Audit-related fees consisted principally of financial due diligence, carve out
audit procedures, internal control and system audit procedures, agreed-upon
procedures, employee benefit plan audits, and other attest services. Tax fees
consisted principally of tax compliance services in foreign jurisdictions,
assistance with transfer pricing documentation, assistance with excise tax
filings, and advice on foreign and domestic tax related matters. All Other
fees consisted of information security vendor assessments, licenses for
accounting software, and other permissible services that do not fall into the
three categories listed above.
2017 Proxy
Statement | 33
Table of Contents
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 PwCs
certification of the Companys
financial statements. Audit assurance includes all work that results in the
expression of an opinion on financial statements, including audits of statutory
accounts.
34 | 3M
Table of Contents
EXECUTIVE
COMPENSATION
Proposal No. 3: Advisory Approval of
Executive Compensation
Section 14A of the Securities Exchange
Act provides our stockholders with the opportunity to approve, on an advisory
basis, the compensation of our named executive officers as described in this
Proxy Statement. This is the sixth year that the Company is asking stockholders
to vote on this type of proposal, known as a say-on-pay proposal. As required
by Section 14A of the Securities Exchange Act, the Company anticipates providing
its stockholders with the opportunity at its 2017 Annual Meeting to cast an
advisory vote on the frequency with which stockholders will be offered the
chance to vote on future say-on-pay proposals.
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 Stockholders held on May 10, 2016, approximately 96 percent of the
votes cast on this issue voted to approve the compensation of the Companys
named executive officers as disclosed in last years Proxy Statement. Although
the vote was non-binding, the Compensation Committee believes this level of
approval percentage indicates that our stockholders strongly support our core
compensation principles and our executive compensation program, and we believe
our stockholders as a whole should support them as well.
Thus, the Company is submitting to
stockholders the following resolution for their consideration and approval:
RESOLVED, that the stockholders
approve, on an advisory basis, the compensation of the Companys 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).
As described in the Compensation
Discussion and Analysis portion of this Proxy Statement, 3M delivered another
year of strong financial performance in 2016. These results reflected the strong
performance of the Companys leadership team, including the Named Executive
Officers, which impacted their annual and long-term incentive compensation
earned during 2016.
While the Board of Directors and the
Compensation 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 2018 Annual Meeting.
RECOMMENDATION
OF THE BOARD |
|
|
The Board of Directors
unanimously recommends a vote FOR this proposal for the reasons
discussed above. Proxies solicited by the Board of Directors will be voted
FOR this proposal unless a stockholder indicates otherwise in voting the
proxy. |
2017 Proxy Statement | 35
Table of Contents
Proposal No. 4: Advisory Approval on
the Frequency of Advisory Votes on Executive Compensation
As required by Section 14A of the
Securities Exchange Act, the Company is providing its stockholders with the
opportunity to cast an advisory vote on the frequency with which stockholders
will be offered the opportunity to cast future advisory votes on the
compensation of its named executive officers. Stockholders may choose from the
following alternatives: 1 Year, 2 Years, 3 Years, or to abstain from voting on
this proposal.
After careful consideration, the Board
of Directors recommends annual (1 Year) advisory votes on the compensation of
the Companys executives. It continues to believe that annual votes will provide
the clearest and most useful feedback from stockholders to the Company
and the Compensation Committee in this important
area, and will confirm the Companys commitment to frequent and transparent
communications with investors.
Stockholders are not voting to approve
or disapprove of the Boards recommendation. Instead, stockholders have four
choices with respect to this proposal: 1 Year, 2 Years, 3 Years, or
Abstain. For the reasons discussed above, we are asking our stockholders to
vote for a frequency of 1 Year when voting on this proposal.
While the Board of Directors and
especially the Compensation Committee intend to carefully consider the results
of the voting on this proposal, the vote is not binding on the Company or the
Board and is advisory in nature.
RECOMMENDATION
OF THE BOARD |
|
|
The Board of Directors
unanimously recommends a vote in favor of conducting an advisory vote on
executive compensation every 1 year. Proxies solicited by the Board of
Directors will be voted in favor of conducting an advisory vote on
executive compensation every 1 year unless a stockholder indicates
otherwise in voting the proxy. |
36 | 3M
Table of Contents
Compensation Discussion and
Analysis
This Compensation Discussion and
Analysis describes 3Ms executive compensation program, explains how 3Ms
Compensation Committee oversees and implements this program, and reviews the 2016
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.
NAME |
|
TITLE |
Inge G. Thulin |
|
Chairman of the Board, President and Chief Executive
Officer |
Nicholas C. Gangestad |
|
Senior Vice President and Chief Financial
Officer |
Michael F. Roman |
|
Executive Vice President, Industrial Business
Group |
Joaquin Delgado |
|
Executive Vice President, Consumer Business
Group |
Michael G. Vale |
|
Executive Vice President, Health Care Business
Group |
As an aid to assist readers to more
quickly navigate the information provided, this Compensation Discussion and
Analysis is organized into four distinct sections:
Section I:
Executive
Summary |
37 |
Section
II: How We Determine Compensation |
42 |
Section III: How We Paid our
Named Executive Officers in 2016 |
49 |
Section IV: Ways in Which We
Address Risk and Governance |
55 |
For the meaning of certain capitalized
terms used throughout this Compensation Discussion and Analysis, see Meaning of
Certain Terms on page 48 of this Proxy Statement.
SECTION I: Executive
Summary |
2016 Financial Performance and
Business Highlights |
For 3M, 2016 was a year of strong
financial performance achieved through disciplined execution in a challenging
macro environment.
EARNINGS PER SHARE GROWTH |
|
ORGANIC LOCAL CURRENCY SALES GROWTH |
|
RETURN ON INVESTED CAPITAL* |
|
FREE CASH
FLOW CONVERSION* |
+7.7% |
|
-0.1% |
|
22.6% |
|
104% |
●Earnings per share
grew from $7.58 in 2015 to $8.16 in 2016
●Expanded full-year
operating income margins 110 basis points to 24.0
percent |
|
●Continued low-growth
external environment
●Four of five
Business Groups were flat to positive
●Three of four
geographic areas were positive |
|
●Efficiently
deploying capital across the business
●Fourth consecutive
year of at least 20 percent |
|
●Third consecutive
year greater than 100 percent |
* See Appendix A to this Proxy
Statement for a reconciliation of free cash flow and free cash flow conversion
to our results as reported under generally accepted accounting principles in the
United States and the calculation of return on invested
capital as shown here.
2017 Proxy Statement | 37
Table of Contents
We believe that our ability to deliver
consistent results over time is reflected in our total stockholder return, which
was in the top one-third of our executive compensation peer group for the one-,
three-, and five-year periods ending on December 31, 2016. For additional
information, see Total Stockholder Return on page 40 of this Proxy
Statement.
Other noteworthy accomplishments
include the following:
● |
Celebrated the grand opening of
our new $150 million laboratory in St. Paul, Minnesota; |
● |
Achieved 100 consecutive years of
paying dividends to stockholders; |
● |
Awarded 668 patents in The United
States and 3,770 globally, bringing the total to more than 109,000 patents
awarded to 3M throughout its corporate history; |
● |
Returned $6.4 billion to
stockholders via dividends and gross share repurchases; |
● |
Improved our employment brand by
earning recognition as the Top Dream Company in the 2016 Millennial
Career Survey conducted by the National Society of High School Scholars;
and |
● |
Continued progress on our three
key levers: Portfolio Management, Investing in Innovation, and Business
Transformation. |
Factors Creating Alignment
Between Pay and Performance |
3Ms executive compensation program is
designed to maintain a strong alignment between corporate performance and
executive compensation by tying
incentive compensation to the achievement of performance metrics that we believe
increase the Companys long-term value. Highlights of the program
include:
● |
A large portion of each
executives target Total Direct Compensation (cash plus long-term
incentives) is performance-based, varying from 90 percent for Chief
Executive Officer Inge Thulin to a range of
79-85 percent for the other Named Executive Officers; and |
● |
The incentive compensation
opportunities provided to the Named Executive Officers are based on
multiple performance-based metrics focused primarily on growth in revenue
and earnings, increase in 3Ms common stock price, efficient use of
capital, and free cash flow conversion. |
38 | 3M
Table of Contents
Impact of Company Performance on Incentive Compensation |
The Companys performance directly
impacted incentive compensation decisions and pay outcomes for our Named
Executive Officers as follows:
2016 Annual
Incentive Compensation
For the Named Executive Officers paid
on the basis of the Companys overall performance, the 2016 annual incentive
compensation payout (before any adjustment for individual performance) averaged
98 percent of the target amount. The payouts reflect our solid performance
against the goals established for 2016:
● |
Local currency sales achieved 98
percent of plan; |
● |
3M economic profit achieved 101
percent of plan; and |
● |
3Ms 2016 economic profit
represented 97 percent of its 2015 results. |
Performance Share
Awards (Long-Term Incentive
Compensation)
The number of shares delivered pursuant
to the performance share awards issued to the Named Executive Officers for the
2014-2016 performance period equaled 123 percent of the target number of shares
awarded. The actual number of shares issued exceeded the target number of
performance shares awarded due to solid performance against the performance
goals established for these awards in February 2014, as shown below.
Relative Organic Volume Growth
(40% Weighting) |
|
ROIC (40%
Weighting) |
|
New Product Vitality Index (20%
Weighting) |
|
|
|
|
|
●2014 performance
exceeded the target level established for these awards
●No shares were
earned based on 2015 and 2016 performance for this
metric |
|
●Numbers shown
exclude the impact of acquisitions
●2014, 2015, and 2016
performance exceeded the maximum level established for these
awards |
|
●Performance for each
year shown exceeded the threshold level established for these
awards
●Results reflect
shift to a more rigorous process focused on creating products with greater
potential impact |
After considering the appreciation in
the price of 3Ms common stock over the three-year performance period, the value
of the 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 30, 2016) equaled 179 percent of the value of the
target number of performance shares subject to such awards (determined using the
closing price of a share of 3M common stock on the NYSE for March 3, 2014, the
initial grant date of 2014 performance share awards).
2017 Proxy
Statement | 39
Table of Contents
Stock and Long-Term
Incentive Compensation
The performance of 3Ms stock has a
material impact on the amount of compensation actually 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 3Ms stock declines, so does the value of the stock they own.
Similarly, stock options and other
long-term incentive awards held by our Named Executive Officers increase or
decrease in value along with increases and decreases in the value of 3Ms common
stock. The stock options and other long-term incentive compensation granted to
our Named Executive Officers during and in years prior to 2016 increased in
value as the closing price for a share of the Companys common stock on the NYSE
increased from $150.64 on December 31, 2015, to $178.57 on December 30,
2016.
As reflected in the following table, 3Ms stock performance (annualized total
stockholder return of 11 percent over the
three-year period ending on December 31, 2016) continues to compare favorably with the
stock performance of the peer companies included in the Companys
executive peer group (for which the median total
stockholder return over the same three-year period was nine percent), as
described under Competitive Pay on page 46 of this Proxy Statement.
ANNUALIZED TOTAL
STOCKHOLDER RETURNS OF 3MS EXECUTIVE COMPENSATION PEER GROUP
Note: 5-Year Return = Five years
ending 12/31/16; 3-Year Return = Three years ending 12/31/16; 1-Year Return =
One year ending 12/31/16 Source: Bloomberg. No information is provided for Tyco
International plc, which completed its combination with Johnson Controls, Inc.,
effective as of September 2, 2016, and is now known as "Johnson Controls
International plc."
40 | 3M
Table of
Contents
In 2016, approximately 96 percent of
the votes cast on our say-on-pay proposal approved the compensation of our named
executive officers as disclosed in last years Proxy Statement. Although the
vote was non-binding, the Committee believes this level of approval indicates
that stockholders strongly support our executive compensation programs and
policies. The Committee will consider the results
of this years say-on-pay proposal, as well as feedback from our stockholders,
when making future executive compensation decisions.
For information concerning our investor
outreach efforts, please refer to the section entitled Stockholder Outreach and
Engagement on page 17 of this Proxy Statement.
Noteworthy Compensation Actions for
2016 |
During 2016, we implemented the
following changes with respect to our executive compensation program:
●Amended the definition of Retirement in our Annual Incentive
Plan and our 2008 Long-Term Incentive Plan effective as of January 1, 2016, to
mean a termination of employment with the Company after attaining age 55 with at
least 10 years of service. Prior to this change, the term Retirement meant a
termination of employment with the Company after attaining age 55 with at least
five years of service. This change was made to better align the benefits of
long-term service to the Company with the commitment required to earn them. The
previous definition continues to apply to awards granted under our 2008
Long-Term Incentive Plan before January 1, 2016.
●Recalculated the number of shares required to be beneficially
owned by our executive officers in order to maintain compliance with our stock
ownership guidelines, effective December 31, 2016.
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 stockholders.
WE DO |
|
WE DO NOT |
|
|
|
✓Maintain a strong alignment
between corporate performance and compensation by having a majority of
Total Direct Compensation consist of performance-based
compensation.
✓Conduct an annual assessment to
identify and mitigate risks in the design of our incentive compensation
programs.
✓Have a comprehensive clawback
policy.
✓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 applicable to all of our executive
officers.
✓Conduct competitive benchmarking
to align executive compensation with the market. |
|
✗Have employment, severance, or
change in control agreements with any of our executive
officers.
✗Provide tax gross-ups on
executive perquisites.
✗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 in the event of a change in control.
✗Provide dividends or dividend
equivalents on unearned equity awards.
✗Reprice
stock options without the approval of 3M stockholders, except for
anti-dilution adjustments (such as adjustments in connection with a
stock split, spinoff,
etc.) |
2017 Proxy
Statement | 41
Table of
Contents
SECTION II: How We Determine
Compensation |
Principles of Our Executive Compensation
Program |
3M believes that the compensation of
its executives should be closely tied to the performance of the Company, so that
their interests are aligned with the interests of long-term 3M stockholders.
Consistent with this philosophy, the following core principles provide a
framework for the Companys executive compensation program:
● |
Total Direct Compensation should be competitive to attract the
best talent to 3M, motivate executives to perform at their highest levels,
reward individual contributions that improve the Companys ability to deliver
outstanding performance, and retain those executives with the leadership
abilities and skills necessary for building long-term stockholder
value; |
● |
The portion of Total Direct Compensation that is
performance-based and is, therefore, at risk should increase with the level of
an individuals responsibility; |
● |
The program should balance incentives for delivering
outstanding long-term, sustainable performance against the potential risk of
encouraging inappropriate risk-taking; |
● |
The metrics and targets for earning performance-based
incentives should be consistent with, and aligned to, increasing stockholder
value over the long term; and |
● |
Executives are most effectively motivated to build long-term
stockholder value when a significant portion of their personal net worth is tied
to the value of 3M common stock. |
Roles and
Responsibilities |
The Company believes that a
collaborative process best ensures that compensation decisions reflect the
principles of our executive compensation program. Set forth below is a summary
of the roles and responsibilities of the key
participants that were involved in making decisions relating to the compensation
that our Named Executive Officers earned in 2016.
RESPONSIBLE
PARTY |
|
PRIMARY ROLES AND RESPONSIBILITIES
RELATING TO COMPENSATION DECISIONS |
Compensation
Committee (Composed solely of independent, non-employee
directors and reports to the Board) |
|
●Reviews the design of, and risks associated with, the
Companys compensation policies and practices;
●Approves annual performance goals (including performance
metrics for long-term incentives) and the compensation of our Chief
Executive Officer, subject to ratification by the independent members of
the Board of Directors;
●Acting through the Committees Chairman, conducts an
annual evaluation of our Chief Executive Officers performance and reviews
such evaluation with the independent members of the Board of
Directors;
●Approves the compensation of our other Named Executive
Officers (including performance metrics for long-term incentives);
and
●Approves all changes to the composition of the executive
peer group. |
Independent Non-employee Members of the Board of
Directors |
|
●Considers the Committees
recommendation regarding the compensation of our Chief Executive Officer
and, if deemed appropriate, approves such compensation; and
●Considers the
Committees annual evaluation of our Chief Executive Officers
performance. |
42 | 3M
Table of
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RESPONSIBLE
PARTY |
|
PRIMARY ROLES AND RESPONSIBILITIES
RELATING TO COMPENSATION DECISIONS |
Independent
Consultant to the Compensation Committee* (Frederic W. Cook & Co., Inc.) |
|
●Provides the Committee with advice regarding the design
of, and risks associated with, all elements of the Companys executive
compensation program;
●Reviews and provides an independent assessment of
materials provided to the Committee by management of the
Company;
●Provides advice and recommendations to the Committee
regarding the composition of the compensation peer groups;
●Provides expert knowledge of regulatory developments,
marketplace trends and best practices relating to executive compensation,
and competitive pay levels;
●Makes recommendations regarding the compensation of the
Named Executive Officers (including our Chief Executive Officer); and
●Regularly attends and actively participates in the
meetings of the Committee, including executive
sessions. |
Chief Executive Officer (Assisted by our Senior Vice President, Human
Resources and other Company employees) |
|
●Approves annual performance
goals and objectives for the Named Executive Officers (other than
himself);
●Conducts an annual performance evaluation for each of
the Named Executive Officers (other than himself) and presents the results
to the Committee; and
●Makes recommendations to the Committee with respect to
the compensation of the Named Executive Officers (other than himself)
based on his assessment of their
performance. |
* During 2016, the Committee was
assisted by its independent compensation consultant, George B. Paulin of
Frederic W. Cook & Co., Inc. (FW Cook). Other than the support that it
provided to the Committee, FW Cook provided no other services to the Company or
3M management, with the exception of independent advisory support to the
Nominating and Governance Committee on the compensation of 3Ms non-employee
directors so that valuation methodologies and peer groups are consistent with
those used for executives and other employees. During the year, the Committee
conducted an evaluation of the independence of Mr. Paulin and his firm
considering the relevant regulations of the Securities and Exchange Commission
and the NYSE listing standards. The Committee concluded that the services
performed by Mr. Paulin and his firm raised no conflicts of
interest.
Elements
of Target 2016 Total Direct
Compensation |
The illustration below and the
discussion that follows show how the target Total Direct Compensation of the
Named Executive Officers was apportioned among base salary, annual incentives and long-term incentives for 2016, and how
these elements relate to the strategic business goals of the Company.
2017 Proxy
Statement | 43
Table of
Contents
Base Salary |
|
|
Percentage of
Target 2016 Total Direct Compensation:
CEO
10% Other NEOs 17% |
|
|
3M pays each of its executives a base
salary in cash on a monthly basis. The amount of this base salary is reviewed at
least annually, and does not vary with the performance of the Company. Base
salaries are designed to compensate the
executives for their normal day-to-day responsibilities, and it is the only
component of their compensation that is considered to be fixed rather than
variable in nature.
Annual Incentive |
|
|
Percentage of
Target 2016 Total Direct Compensation:
CEO
16% Other NEOs 15% |
|
Performance
Metrics:
- 50% Local Currency Sales vs. Plan - 20%
Economic Profit vs. Plan - 30% Economic Profit vs. Prior
Year |
3M provides its executives with annual
incentive compensation through plans that are intended to align a significant
portion of their Total Cash Compensation with the financial performance of the
Company and its business units. Each executive is assigned a target amount of
annual incentive compensation as part of his or her Total Cash Compensation, but
the amount of annual incentive compensation actually paid depends on the
performance of 3M and its relevant business units as well as the executives
individual performance.
3Ms AIP offers eligible employees an
opportunity to earn short-term incentive compensation based on three performance
metrics, which were weighted as indicated for 2016:
● |
Local Currency Sales
(of 3M or a business unit, as applicable) vs. plan for the current year
(50 percent); |
● |
Economic Profit (of 3M or a
business unit, as applicable) vs. plan for the current year (20 percent);
and |
● |
3M Economic Profit vs. actual
results for the prior year (30 percent). |
The actual amount paid to an eligible
employee for a particular year may range from 0 percent to 200 percent of the
employees target amount for that year, depending on the performance of the
Company and its business units compared to the performance goals approved by the
Compensation Committee. The amount of annual incentive compensation paid to an
eligible employee also may be increased by up to 30 percent or be reduced by up
to 100 percent based on the employees individual performance during that year.
Individual performance takes into account both quantitative (financial results,
for example) and qualitative (market and economic
circumstances, for example) factors. In no event, however, may the total amount
paid to an eligible employee exceed 200 percent of the employees target amount
for the year.
In determining the amount of annual
incentive compensation paid to a Named Executive Officer, the Named Executive
Officers individual performance is considered based upon the annual performance
evaluation that Mr. Thulin, assisted by 3Ms Senior Vice President, Human
Resources, does for each Named Executive Officer (other than himself) and the
annual performance evaluation that the Compensation Committee (acting through
its Chairman) does for Mr. Thulin. These performance evaluations are done
according to 3Ms overall performance assessment and management processes, which
involve setting annual financial and non-financial goals and objectives for each
individual and then assessing the individuals overall performance against these
goals and objectives at the end of the year. While the annual incentive
compensation earned by most 3M executives is determined under the AIP, the
annual incentive compensation earned by 3Ms Named Executive Officers, as well
as the other senior executives whose compensation is decided by the Committee,
is determined under the Executive Plan approved by 3Ms stockholders at the 2007
Annual Meeting. A total of 18 senior executives participated in this Executive
Plan during 2016. This Executive Plan, which is intended to provide compensation
that is exempt from the $1 million annual deduction limit of Section 162(m) of
the Internal Revenue Code, provides performance-based compensation for which the
performance goal is the Companys Adjusted Net Income.
44 | 3M
Table of
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Assuming the Company meets the Adjusted
Net Income goal, the Executive Plan provides the Committee with discretion to
determine the amount of annual incentive compensation paid to 3Ms Named
Executive Officers and its other senior executives. The Executive Plan
establishes a maximum amount of annual incentive compensation that may be earned
by each covered executive for a year (a percentage of the Companys Adjusted Net
Income for such year) and then the Committee
utilizes this discretion to pay each covered executive less than this maximum
amount based on such factors as it deems relevant. Since the Executive Plan was
first adopted in 2007, the Committee has rarely used this discretion to pay a
covered executive (other than our Chief Executive Officer) anything other than
the same amount such executive would have received had he or she been
participating in the broad-based AIP (including the individual performance
multiplier).
Long-Term Incentives |
|
|
Percentage of
Target 2016 Total Direct Compensation:
CEO
37% Stock
Options
37% Performance Shares
Other NEOs 34% Stock
Options
34%
Performance Shares |
|
Performance
Metrics:
- 40% Relative Organic Volume Growth - 20%
ROIC - 20% Free Cash Flow Conversion - 20% EPS
Growth |
3M provides long-term incentive
compensation to its executives through an incentive plan approved by the
Companys stockholders. This is a typical omnibus-type plan that authorizes the
Committee to grant stock options, restricted stock, restricted stock units,
stock appreciation rights, performance shares, and other stock awards to
employees of the Company. The Company provides its executives with this
long-term incentive compensation based on 3M common stock in order to
effectively motivate such executives to build long-term stockholder
value.
In determining the initial target grant
value of the stock options and performance shares provided to our Named
Executive Officers, the Compensation Committee considers the individual
performance of our Named Executive Officers using the performance evaluations
described under Annual Incentive above.
Our Named Executive Officers also may
receive special equity awards on an ad hoc basis as new hires or for recognition
and retention, promotions, or other purposes.
Our Named Executive Officers
participate in the same health care, disability, life insurance, pension, and
401(k) benefit plans available to most of the Companys U.S. employees.
They are also eligible to receive
certain additional benefits and perquisites that are provided for the
convenience (financial planning assistance, for example), financial security
(nonqualified deferred compensation plans and premiums for additional life
insurance coverage, for example), or personal security (travel on corporate
aircraft and home security equipment/monitoring, for example) of the executives.
Subject to a few exceptions (travel on
corporate aircraft, for example), 3M generally provides these additional
benefits and perquisites to all of our executives on a consistent basis, although the type of additional life insurance coverage
provided varies based on the date the executive was first appointed to an
executive position. Individuals first appointed to an executive position on or
before February 28, 2003, receive additional life insurance coverage that is
provided through a whole life insurance policy or a universal life insurance
policy. Individuals first appointed on or after March 1, 2003, receive group
term life insurance coverage.
These additional benefits are described
in the All Other Compensation Table. No tax gross-ups are provided on any of
these additional benefits and perquisites. The entire program applied to
approximately 100 members of senior management during 2016, including all of the
Named Executive Officers.
2017 Proxy
Statement | 45
Table of
Contents
We compete for executive talent in a
global market. In order to ensure that we are providing Total Direct
Compensation that is competitive, the Committee annually conducts a rigorous
benchmarking process with the help of its independent compensation consultant,
FW Cook. During this process, the Committee considers available pay data for two
peer groups: an executive peer group and a survey peer group.
Executive Peer
Group
For 2016, the executive peer group
consisted of the 18 companies identified below (which remained the same as in
the previous year, except for the elimination of Covidien due to its merger with Medtronic), as recommended by the
Committees independent compensation consultant and approved by the Committee.
The companies in this executive peer group were selected because (1) their
performance was monitored regularly by the same market analysts who monitor the
performance of 3M (investment peers), and/or (2) they met criteria based on
similarity of their business and pay models, market capitalization (based on an
eight-quarter rolling average), and annual revenues.
(Dollars in millions) |
|
|
|
|
LATEST FOUR QUARTERS REVENUES |
|
|
TRAILING 8-QUARTER AVERAGE MARKET
CAPITALIZATION |
|
General Electric Company |
$120,273 |
|
Johnson & Johnson |
$301,663 |
Johnson & Johnson |
$71,890 |
|
General Electric Company |
$275,757 |
The
Procter & Gamble Company |
$65,231 |
|
The
Procter & Gamble Company |
$221,109 |
United Technologies Corporation |
$57,244 |
|
Medtronic plc |
$107,848 |
Dow
Chemical Company |
$48,158 |
|
3M
Company |
$101,422 |
Honeywell International, Inc. |
$39,302 |
|
United Technologies Corporation |
$87,349 |
Caterpillar Inc. |
$38,537 |
|
Honeywell International, Inc. |
$84,911 |
3M
Company |
$30,109 |
|
Danaher Corporation |
$60,562 |
Medtronic plc |
$29,361 |
|
Dow
Chemical Company |
$59,812 |
Deere & Company |
$26,545 |
|
E.
I. du Pont de Nemours and Company |
$57,746 |
E.
I. du Pont de Nemours and Company |
$24,594 |
|
Caterpillar Inc. |
$47,726 |
Eaton Corporation plc |
$19,747 |
|
Kimberly-Clark Corporation |
$44,491 |
Kimberly-Clark Corporation |
$18,202 |
|
Illinois Tool Works Inc. |
$37,905 |
Danaher Corporation |
$16,882 |
|
Emerson Electric Co. |
$34,441 |
Emerson Electric Co. |
$14,401 |
|
Eaton Corporation plc |
$28,519 |
Illinois Tool Works Inc. |
$13,599 |
|
Deere & Company |
$28,115 |
TE
Connectivity Ltd. |
$12,468 |
|
TE
Connectivity Ltd. |
$24,060 |
Corning Incorporated |
$9,390 |
|
Corning Incorporated |
$23,209 |
75th Percentile |
$48,158 |
|
75th Percentile |
$87,349 |
Mean |
$36,813 |
|
Mean |
$89,719 |
Median |
$26,545 |
|
Median |
$57,746 |
25th Percentile |
$16,882 |
|
25th Percentile |
$34,441 |
3M Percentile
Rank |
57% |
|
3M Percentile
Rank |
79% |
All data shown was obtained from
Standard & Poors Capital IQ. Revenues are stated in millions for the latest
available four quarter as of February 28, 2017. Market Capitalizations are
stated in millions as of February 28, 2017. No information is provided for Tyco
International plc, which completed its combination with Johnson Controls, Inc.,
effective as of September 2, 2016, and is now known as Johnson Controls
International plc.
The Committee periodically reviews the
composition of the executive peer group to determine whether any changes are
appropriate. At the recommendation of its independent compensation consultant,
the Committee replaced Parker-Hannifin Corporation with General Electric Company
in August 2016 to more closely align the composition of the executive peer group
with our investment peers. Following the completion of Tyco Internationals
combination with Johnson Controls and its related restructuring, the Committee
also replaced Tyco International with Johnson Controls International plc in January 2017, as recommended by the
Committees independent compensation consultant. These changes did not affect
2016 compensation decisions made by the Committee.
The Company receives pay data and
information on the executive compensation practices at the companies in 3Ms
executive peer group from Aon Hewitt and FW Cook.
46 | 3M
Table of Contents
Survey Peer
Group
For 2016, there are approximately 170
comparator companies in the survey peer group. Although the number and identity
of the companies varies from year to year and from survey to survey, each of the
companies included in the survey peer group are either part of the Standard
& Poors 500 Index or have annual revenue
exceeding $20 billion. All of the companies in the survey peer group also
participate in one or more executive compensation surveys obtained from three
consulting firms (Aon Hewitt, FW Cook, and Willis Towers Watson). Pay data for
the survey peer group is statistically regressed to recognize the different
sizes of the comparator companies (based on annual revenues) as compared to the
size of 3M. The Committee does not review the identity of the companies in the
survey peer group.
How the Committee
Uses Competitive Pay Data
The Committee considers the pay data
from the Peer Groups as a reference point when establishing the target Total
Cash Compensation and the initial target value of long-term incentive
compensation to be provided to our executives in any given year. For each
executive, the Committee generally tries to set such amounts at or near the
median for the corresponding items of compensation provided to similarly
situated executives in the executive peer group. In situations where the
Committee believes that there is insufficient market data for one or more
positions, the Committee starts with the median amount for a similar position and adjusts that amount up or down (generally not
more than 15 percent) to arrive at a number that it uses as the median for
that position. The final target amounts established by the Committee for each
executive may vary (generally between 80 and 120 percent of the relevant median)
based on individual circumstances. When setting the target amounts for any
individual executive, the Committee may consider the breadth and complexity of
the executives duties and responsibilities, the scores assigned to the
executive for his or her leadership behaviors (e.g., customer focus, strategic
mindset, operational leadership), the financial and operational performance of
the business activities for which the executive is responsible, experience and
time in their current position, internal pay equity, individual performance, and
such other factors as the Committee determines to be appropriate. The pay data
for the survey peer group is used by the Committee to assess the reasonableness
of the benchmarking results for each executive position benchmarked, helping to
ensure that the Companys compensation objectives are being met.
The Committee
also uses information on the executive compensation practices at companies in
the executive peer group when considering design changes to the Companys
executive compensation program. Overall, the Company believes that use of this
information from the Peer Groups enables the Committee to create better
alignment between executive pay and performance and to help ensure that 3M can
attract and retain high-performing executive leaders.
The Committee periodically reviews a
report comparing the amounts of compensation actually received by the Companys
Named Executive Officers to the amounts reported in its annual proxy statement
and summarizing the compensation that would be owed to such individuals in the
event of the termination of their employment under various circumstances.
Reviewing this report helps the Committee better
understand the Companys potential obligations to the Named Executive Officers
following the termination of their employment. It also helps the Committee
better assess the risk of any of the Named Executive Officers leaving the
Company prematurely because the Company is not providing sufficient retention
incentives.
Section 162(m) of the Internal Revenue
Code prohibits a company from deducting compensation in excess of $1 million
paid in any year to any Covered Employee, but this limit does not apply to
performance-based compensation that meets certain requirements under Section
162(m). For this purpose, the term Covered Employee means our Chief Executive
Officer and each other Named Executive Officer whose compensation is reported in
the Summary Compensation Table for the preceding year by reason of being among
the three most highly compensated officers for that year, but does not include
the Chief Financial Officer. The Committee
continues to emphasize performance-based compensation for executives. However,
the Committee believes that its primary responsibility is to provide a
compensation program that attracts, retains, and rewards the executive talent
necessary for the Companys success. Consequently, in any year, the Committee
may authorize compensation in excess of $1 million that is not considered
performance-based compensation for purposes of Section 162(m). The Committee
recognizes that the loss of the tax deduction may be unavoidable under these
circumstances.
2017 Proxy
Statement | 47
Table of Contents
Say-on-Pay Advisory Approval of Executive
Compensation |
At our 2016 Annual Meeting, we
conducted an advisory vote of stockholders with respect to the compensation of
our named executive officers as disclosed in last years Proxy Statement.
Approximately 96 percent of votes cast on this item approved the compensation of
our named executive officers as disclosed in the 2016 Proxy Statement. While the
approval was advisory in nature, the Committee believes the outcome of this vote
serves as confirmation that an overwhelming
majority of our stockholders believe that the pay of the named executive
officers was appropriately aligned with the performance of the Company as well
as the interests of our stockholders. As a result, the Committee chose not to
make any changes in our executive compensation programs or policies or the
compensation of any Named Executive Officer based on the favorable outcome of
this vote.
Except as otherwise noted, capitalized
terms used in this Compensation Discussion and Analysis have the meaning
specified below.
ADJUSTED NET INCOME |
|
means the net income of 3M as reported in
its Consolidated Statement of Income, as adjusted to exclude special
items. |
AIP |
|
means the broad-based Annual
Incentive Plan by which the Company provides annual incentive compensation
to approximately 30,000 eligible employees. |
COMMITTEE |
|
means the Compensation Committee
of the Board of Directors of 3M Company. |
ECONOMIC
PROFIT |
|
means the adjusted net income of
3M (net income including non-controlling interest plus after-tax interest
expense, as reported in its Consolidated Statement of Income) reported in
its Consolidated Statement of Income) or a business unit operating income,
plus interest income and minus income taxes, adjusted to exclude special
items and the impact of acquisitions or divestitures in the year each
acquisition or divestiture is completed (unless such acquisition or
divestiture is included in the operating plan for the business unit), less
a charge (10 percent in 2016) for the capital used to generate such
operating income. The Economic Profit of 3M is calculated using total
Company average invested capital (equity plus debt, as reported in its
Consolidated Balance Sheet), while the Economic Profit of a business unit
is calculated using only accounts receivable and inventories of such
business unit as capital. |
EPS GROWTH |
|
means the percentage increase or
decrease in 3Ms diluted earnings per share attributable to 3M common
stockholders (as reported in its Consolidated Statement of Income) for a
year as compared to the previous year, as adjusted to exclude special
items. |
EXECUTIVE
PLAN |
|
means the Executive Annual
Incentive Plan by which the Company provides annual incentive compensation
to the Named Executive Officers as well as certain other
executives. |
FREE CASH
FLOW CONVERSION |
|
means the sum of 3Ms operating
cash flows minus capital expenditures, divided by net
income. |
NEW PRODUCT
VITALITY INDEX |
|
means the percentage of the
Companys total sales derived from products introduced within the last
five years. |
ORGANIC LOCAL CURRENCY
SALES GROWTH |
|
means the net sales of 3M (as
reported in its Consolidated Statement of Income) or a business unit, in
local currency, adjusted to exclude the impact of acquisitions or
divestitures in the year each acquisition or divestiture is completed
(unless such acquisition or divestiture is included in the operating plan
for the business unit). |
PEER GROUPS |
|
means both 3Ms executive peer
group of 18 companies, as described in the Competitive Pay section of
this Compensation Discussion and Analysis and the survey peer
group. |
48 | 3M
Table of Contents
RELATIVE ORGANIC VOLUME GROWTH |
|
means the percentage amount by which the percentage
increase or decrease in 3Ms net sales (as reported in its Consolidated
Statement of Income) for a year as compared to the previous year, adjusted
to exclude the sales attributable to acquisitions or divestitures for the
12 months following the date each acquisition or divestiture is completed,
and to exclude price and currency effects, exceeds worldwide real sales
growth as reflected in the worldwide Industrial Production Index, as
published by Global Insight. |
RETURN ON
INVESTED CAPITAL |
|
means the operating income of 3M (as reported in its
Consolidated Statement of Income), plus interest income and minus income
taxes, adjusted to exclude special items and the impact of acquisitions or
divestitures in the year each acquisition or divestiture is completed,
divided by the average invested capital (equity plus debt, as reported in
its Consolidated Balance Sheet). |
TOTAL CASH COMPENSATION |
|
means the total of an individuals base salary and annual
incentive compensation. |
TOTAL DIRECT COMPENSATION |
|
means the total of an individuals Total Cash
Compensation plus the compensation value of their annual long-term
incentive compensation awards (which is based on their grant date fair
value as measured under accounting
standards). |
SECTION III: How We Paid Our Named Executive Officers
In 2016 |
2016 Base Salary and Target Total Cash
Compensation |
The Committee considers changes in the
base salaries and target Total Cash Compensation of the Named Executive Officers
at least annually. As part of its normal process to progress senior executives
to a level of compensation that is commensurate with their responsibilities, the
Committee also periodically considers adjustments to the base salaries and
target Total Cash Compensation of senior executives whose rate of pay is set
below the market median. All adjustments are made only after considering the
most recent compensation data available to the Committee for executives with
similar responsibilities at companies in the Peer Groups, each individuals
place in the salary range for his or her position, and the individuals job
performance.
At the time Mr. Gangestad and Mr. Roman
were appointed to their current positions, and consistent with our normal
process, each executive was given a base salary and target Total Cash
Compensation below the median for such elements paid to executives serving in
similar positions at companies in the Peer Groups. Since that time, the
Committee has periodically reviewed each executives performance and approved
increases that are intended to bring his base salary and target Total Cash
Compensation closer to the median. In January 2016, the Committee approved the
following increases in the base salary and target Total Cash Compensation shown
below for Mr. Gangestad and Mr. Roman.
NAME |
|
PREVIOUS BASE SALARY |
|
NEW
BASE SALARY EFFECTIVE 2/1/16 |
|
% INCREASE |
|
PREVIOUS TARGET TOTAL
CASH COMPENSATION |
|
NEW TARGET TOTAL
CASH COMPENSATION EFFECTIVE 2/1/16 |
|
% INCREASE |
Nicholas C. Gangestad |
|
|
$627,327 |
|
|
|
$664,967 |
|
|
6% |
|
|
$1,254,655 |
|
|
|
$1,329,934 |
|
|
6% |
Michael F. Roman |
|
|
$691,076 |
|
|
|
$732,541 |
|
|
6% |
|
|
$1,278,490 |
|
|
|
$1,355,199 |
|
|
6% |
2017 Proxy
Statement | 49
Table of Contents
As a result of these increases, Mr.
Gangestads and Mr. Romans target Total Cash Compensation was at or near 85
percent and 95 percent, respectively, of the median value of the corresponding
compensation provided to executives with similar responsibilities at companies
in the executive peer group.
In February 2016, the Committee
approved (and in the case of Mr. Thulin, the independent members of the Board of
Directors ratified) the increases in the base salaries and target Total Cash Compensation shown below for the Named Executive
Officers following completion of their annual performance evaluations. Mr.
Delgados and Mr. Vales increases were both based on a combination of strong
operational performance and market adjustment to bring their target Total Cash
Compensation closer to the median paid to executives serving in similar
positions at companies in the executive peer group.
NAME |
|
PREVIOUS BASE SALARY |
|
NEW
BASE SALARY EFFECTIVE 4/1/16 |
|
% INCREASE |
|
PREVIOUS TARGET TOTAL
CASH COMPENSATION |
|
NEW TARGET TOTAL
CASH COMPENSATION EFFECTIVE 4/1/16 |
|
% INCREASE |
Inge G. Thulin |
|
|
$1,462,177 |
|
|
|
$1,491,180 |
|
|
2% |
|
|
$3,712,051 |
|
|
|
$3,877,224 |
|
|
4% |
Nicholas C. Gangestad |
|
|
$664,967 |
|
|
|
$679,929 |
|
|
2% |
|
|
$1,329,934 |
|
|
|
$1,359,858 |
|
|
2% |
Michael F. Roman |
|
|
$732,541 |
|
|
|
$748,966 |
|
|
2% |
|
|
$1,355,199 |
|
|
|
$1,385,691 |
|
|
2% |
Joaquin Delgado |
|
|
$581,198 |
|
|
|
$632,385 |
|
|
9% |
|
|
$1,075,215 |
|
|
|
$1,170,000 |
|
|
9% |
Michael G. Vale |
|
|
$585,464 |
|
|
|
$632,385 |
|
|
8% |
|
|
$1,083,107 |
|
|
|
$1,170,000 |
|
|
8% |
As a result of these increases, the
target Total Cash Compensation of these Named Executive Officers ranged from 87
to 111 percent of the median value of the corresponding compensation provided to
executives with similar responsibilities at companies in the executive peer
group.
In August 2016, the Committee approved
the increases in the base salary and target Total Cash Compensation shown below
for the Named Executive Officers (other than Mr. Thulin). The increases were
designed to bring each executives target Total Cash Compensation closer to the
median paid to executives serving in similar positions at companies in the
executive peer group, consistent with individual performance.
NAME |
|
PREVIOUS BASE SALARY |
|
NEW
BASE SALARY EFFECTIVE 10/1/16 |
|
% INCREASE |
|
PREVIOUS TARGET TOTAL
CASH COMPENSATION |
|
NEW TARGET TOTAL
CASH COMPENSATION EFFECTIVE 10/1/16 |
|
% INCREASE |
Nicholas C. Gangestad |
|
|
$679,929 |
|
|
|
$713,925 |
|
|
5% |
|
|
$1,359,858 |
|
|
|
$1,427,850 |
|
|
5% |
Michael F. Roman |
|
|
$748,966 |
|
|
|
$771,435 |
|
|
3% |
|
|
$1,385,691 |
|
|
|
$1,427,262 |
|
|
3% |
Joaquin Delgado |
|
|
$632,385 |
|
|
|
$670,328 |
|
|
6% |
|
|
$1,170,000 |
|
|
|
$1,240,200 |
|
|
6% |
Michael G. Vale |
|
|
$632,385 |
|
|
|
$682,976 |
|
|
8% |
|
|
$1,170,000 |
|
|
|
$1,263,600 |
|
|
8% |
As a result of these increases, each of
the executives target Total Cash Compensation was at or near the median value
of the corresponding compensation provided to executives with similar
responsibilities at companies in the executive peer group, except that Mr.
Gangestads target Total Cash Compensation was at
91 percent of the median value. Provided that Mr. Gangestad continues to perform
at a satisfactory level, the Committee expects to continue increasing his
compensation periodically until his target Total Cash Compensation is at or near
the median.
50 | 3M
Table of Contents
During 2016, the Committee provided the
Named Executive Officers with the opportunity to earn short-term incentive
compensation under the Executive Plan. Each Named Executive Officers target
annual incentive for the year was equal to the difference between his or her
target Total Cash Compensation and annual base salary. Each of the Named
Executive Officers was assigned to an appropriate business unit (the entire
Company, in some cases) established under the AIP for the purpose of measuring
business performance during 2016 and converting
that performance into a payout based on the AIPs formulas. While none of the
Named Executive Officers are covered by the AIP, the Committee rarely uses its
discretion under the Executive Plan to pay the covered executives (other than
our Chief Executive Officer) anything other than the same amount such executive
would have received had he or she been participating in the AIP (including the
individual performance multiplier).
The amounts payable under the AIP for
2016 were based on the following performance results for the Company and, as
applicable, the respective business units to which the Named Executive Officers
were assigned:
(DOLLAR AMOUNTS IN MILLIONS) BUSINESS
UNIT |
|
LOCAL CURRENCY
SALES (50%) |
|
ECONOMIC
PROFIT (20%) |
|
TOTAL 3M ECONOMIC PROFIT VS. PRIOR
YEAR (30%) |
|
WEIGHTED AVERAGE PAYOUT % BASED
ON PAYOUT CURVE |
PLAN |
|
ACTUAL |
|
ACTUAL VS. PLAN |
PLAN |
|
ACTUAL |
|
ACTUAL VS. PLAN |
PRIOR YEAR |
|
ACTUAL |
|
ACTUAL VS. PRIOR YEAR |
Total Company |
|
|
31,137 |
|
|
|
30,466 |
|
|
98% |
|
|
2,864 |
|
|
|
2,897 |
|
|
101% |
|
2,975 |
|
2,897 |
|
97% |
|
98% |
Industrial Business Group |
|
|
10,590 |
|
|
|
10,440 |
|
|
99% |
|
|
1,469 |
|
|
|
1,375 |
|
|
94% |
|
2,975 |
|
2,897 |
|
97% |
|
95% |
Consumer Business Group |
|
|
4,561 |
|
|
|
4,508 |
|
|
99% |
|
|
633 |
|
|
|
590 |
|
|
93% |
|
2,975 |
|
2,897 |
|
97% |
|
94% |
Health Care Business Group |
|
|
5,653 |
|
|
|
5,618 |
|
|
99% |
|
|
1,179 |
|
|
|
1,079 |
|
|
92% |
|
2,975 |
|
2,897 |
|
97% |
|
94% |
Since the Company satisfied the
Executive Plans performance objective by earning Adjusted Net Income of $5.05
billion for 2016, the plan authorized the Committee to approve payments of
annual incentive compensation to each Named Executive Officer equal to
one-quarter of one percent of such Adjusted Net Income ($12,625,000). As
explained above, however, the Executive Plan authorizes the Committee to pay
each covered executive less than this maximum amount based on such factors as it deems relevant. At its meeting in
February 2017 and consistent with its past practice, the Committee approved (and
with respect to Mr. Thulin, the independent members of the Board of Directors
ratified) a payment to each executive equal to the amount such executive would
have received had he or she been participating in the broad-based AIP (including
the individual performance multiplier), as shown below.
NAME |
|
TARGET
2016 ANNUAL INCENTIVE* |
|
ACTUAL
2016 ANNUAL INCENTIVE |
|
PAYOUT AS A % OF
TARGET |
Inge G. Thulin |
|
|
$2,352,132 |
|
|
|
$2,303,678 |
|
|
98% |
Nicholas C. Gangestad |
|
|
$681,641 |
|
|
|
$667,599 |
|
|
98% |
Michael F. Roman |
|
|
$635,143 |
|
|
|
$602,433 |
|
|
95% |
Joaquin Delgado |
|
|
$534,791 |
|
|
|
$503,290 |
|
|
94% |
Michael G. Vale |
|
|
$538,371 |
|
|
|
$506,664 |
|
|
94% |
* These amounts are prorated to
reflect the increases in Total Cash Compensation described above that resulted
in corresponding increases in each individuals target annual incentive
compensation.
Long-Term Incentives 2016 Annual
Grants |
After considering the most recent
long-term incentive compensation data available from companies in the Peer
Groups and after taking into account its evaluation of their individual
performance during 2015, the Committee approved (and in the case of Mr. Thulin,
the independent members of the Board of Directors ratified) the following target
compensation values for the Named Executive Officers 2016 long-term incentive compensation awards. For ease of
comparison, the following table also shows the target compensation values of the
Named Executive Officers 2015 long-term incentive compensation
awards.
2017 Proxy
Statement | 51
Table of Contents
NAME |
|
INITIAL ESTIMATED VALUE
OF 2015 ANNUAL AWARDS |
|
INITIAL ESTIMATED VALUE OF 2016 ANNUAL
AWARDS |
Inge G. Thulin |
|
|
$11,000,168 |
|
|
|
$11,000,156 |
|
Nicholas C. Gangestad |
|
|
$2,792,085 |
|
|
|
$2,956,626 |
|
Michael F. Roman |
|
|
$1,808,553 |
|
|
|
$2,022,295 |
|
Joaquin Delgado |
|
|
$2,015,810 |
|
|
|
$2,222,672 |
|
Michael G. Vale |
|
|
$2,047,344 |
|
|
|
$2,257,406 |
|
Consistent with market practices at
companies in the Peer Groups, during 2016, the Committee chose to deliver
one-half of the initial estimated value of the annual long-term incentive
compensation awards provided to 3Ms Named Executive Officers in the form of
stock options and the remaining one-half in the form of performance
shares.
2016 Stock
Options
Stock options granted to the Named
Executive Officers in 2016 as part of their long-term incentive compensation
have the following features:
● |
an exercise price equal to the
closing price of a share of 3M common stock on the NYSE for the date of
grant; |
● |
a ratable three-year vesting
schedule; and |
● |
a maximum term of 10
years. |
2016 Performance
Share Awards
Performance shares awarded in 2016 will
result in the issuance of actual shares of 3M common stock to 3Ms Named
Executive Officers if the Company achieves certain financial goals over the
years 2016, 2017, and 2018. The number of shares of 3M common stock that will be
issued for each 2016 performance share is linked to the Companys performance as
measured by the criteria of Relative Organic Volume Growth (40 percent
weighting), Return on Invested Capital (20 percent weighting), Free Cash Flow
Conversion (20 percent weighting), and Earnings Per Share Growth (20 percent
weighting). These performance criteria were selected because they are aligned
with 3Ms operating plan and the financial objectives communicated to stockholders and the Committee believes that they are
important drivers of long-term stockholder value. Attainment of these four
independent performance criteria is measured separately for each calendar year
during the three-year measurement period, with each year weighted as follows:
2016 50 percent; 2017 30 percent; and 2018 20 percent. However, the
formulas by which the Companys performance is measured do not change over the
three-year performance period.
The actual number of shares of 3M
common stock that will be delivered at the end of the three-year performance
period ending on December 31, 2018, may be anywhere from 0 percent to 200
percent of the target number of performance shares awarded, depending on the
performance of the Company during the performance period. However, an executive
may forfeit all or a portion of such shares if he or she does not remain
employed by the Company throughout the three-year performance period.
For awards tied to the achievement of
performance goals over the years 2016, 2017, and 2018, the Committee approved
the following formulas for determining the number of shares of 3M common stock
to be delivered for each performance share awarded, with the total number of
shares actually delivered being the sum of the number of shares earned as a
result of the Companys achievement of each of the four financial goals. In the
event that the Companys performance as measured by any of these performance
criteria falls between any of the percentages listed below, the number of shares
of 3M common stock earned will be determined by linear interpolation.
RELATIVE ORGANIC VOLUME GROWTH |
|
%
OF PERFORMANCE SHARES |
|
|
RETURN ON INVESTED CAPITAL |
|
%
OF PERFORMANCE SHARES |
|
|
EPS GROWTH |
|
%
OF PERFORMANCE SHARES |
|
|
FCF CONVERSION |
|
%
OF PERFORMANCE SHARES |
|
|
TOTAL % OF PERFORMANCE SHARES |
below -1.0% |
|
|
0% |
|
|
|
below 18.0% |
|
|
0% |
|
|
|
below 7.0% |
|
|
0% |
|
|
|
below 95.0% |
|
|
0% |
|
|
|
|
0% |
|
-1.0% |
|
|
8% |
|
|
|
18.0% |
|
|
4% |
|
|
|
7.0% |
|
|
4% |
|
|
|
95.0% |
|
|
4% |
|
|
|
|
20% |
|
0.5% |
|
|
40% |
|
|
|
20.0% |
|
|
20% |
|
|
|
9.0% |
|
|
20% |
|
|
|
100.0% |
|
|
20% |
|
|
|
|
100% |
|
2.0% or |
|
|
80% |
|
|
|
23.0% or |
|
|
40% |
|
|
|
12.0% or |
|
|
40% |
|
|
|
105.0% or |
|
|
40% |
|
|
|
|
200% |
|
higher |
|
|
|
|
|
|
higher |
|
|
|
|
|
|
higher |
|
|
|
|
|
|
higher |
|
|
|
|
|
|
|
|
|
The above formulas are not a
prediction of how 3M will perform during the years 2016 through 2018 or any
other period in the future. The sole purpose of these formulas, which were
approved by the Committee in February 2016, is to establish a method for
determining the number of shares of 3M common stock to be delivered for the
performance share awards described above. 3M is not providing any guidance, nor
updating any prior guidance, of its future performance with the disclosure of
these formulas, and you are cautioned not to rely on these formulas as a
prediction of 3Ms future performance.
52 | 3M
Table of Contents
Long-Term
Incentives All Outstanding Performance Share
Awards |
The Companys annual award cycle and
three-year performance periods result in an overlap of awards. For example, the
performance goals for 2016 performance share awards relate to the years 2016,
2017, and 2018. Similarly, the performance goals for 2015 performance share
awards relate to the years 2015, 2016, and 2017, and so on, as shown below.
Performance against the goals established for each award are measured separately
for each calendar year during the measurement period, with each year weighted as
shown below in parenthesis. The Committee believes this structure reduces
motivation to maximize performance in any one period by providing the highest
level rewards only by building sustainable long-term results.
AWARD |
2014 |
|
2015 |
|
2016 |
|
2017 |
|
2018 |
|
2014 PSA |
Year 1 (50%) |
|
Year 2 (30%) |
|
Year 3 (20%) |
|
|
|
|
|
2015 PSA |
|
|
Year 1 (50%) |
|
Year 2 (30%) |
|
Year 3 (20%) |
|
|
|
2016 PSA |
|
|
|
|
Year 1 (50%) |
|
Year 2 (30%) |
|
Year 3 (20%) |
|
Status of Outstanding Performance Share
Awards
The Committee periodically reviews the
Companys performance against the goals established for each performance share
award throughout the duration of its applicable measurement period. The table
below summarizes the status of the different performance share awards held by
the Named Executive Officers as of December 31, 2016.
AWARD
AND MEASUREMENT PERIOD |
|
PERFORMANCE MEASURES AND WEIGHTING |
|
PERFORMANCE LEVELS |
|
% OF SHARES ACCRUED PER
PERFORMANCE SHARE AT SPECIFIED PERFORMANCE LEVELS |
|
ACTUAL PERFORMANCE LEVEL ACHIEVED* |
|
SHARES
ACCRUED PER PERFORMANCE SHARE BASED ON
ACTUAL PERFORMANCE** |
|
THRESHOLD |
|
TARGET |
|
MAXIMUM |
|
THRESHOLD |
|
TARGET |
|
MAXIMUM |
2016 PSA |
|
Relative Organic |
|
-1.0% |
|
0.5% |
|
2.0% |
|
8% |
|
40% |
|
80% |
|
-1.8% (2016) |
|
0.000 (2016) |
|
|
Volume Growth |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016-2018 |
|
Return on |
|
18.0% |
|
20.0% |
|
23.0% |
|
4% |
|
20% |
|
40% |
|
22.6% (2016) |
|
0.187 (2016) |
Measurement |
|
Invested Capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period |
|
Earnings per |
|
7.0% |
|
9.0% |
|
12.0% |
|
4% |
|
20% |
|
40% |
|
7.7% (2016) |
|
0.048 (2016) |
|
|
Share Growth |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Free Cash Flow |
|
95.0% |
|
100.0% |
|
105.0% |
|
4% |
|
20% |
|
40% |
|
103.8% (2016) |
|
0.176 (2016) |
|
|
Conversion |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016 PSA Total (as of
December 31, 2016) |
|
0.411 shares |
2015 PSA |
|
Relative Organic |
|
-1.0% |
|
0.5% |
|
2.0% |
|
8% |
|
40% |
|
80% |
|
-1.8% (2016) |
|
0.000 (2016) |
|
|
Volume Growth |
|
|
|
|
|
|
|
|
|
|
|
|
|
-1.1% (2015) |
|
0.000 (2015) |
2015-2017 |
|
Return on |
|
18.0% |
|
20.0% |
|
23.0% |
|
4% |
|
20% |
|
40% |
|
22.6% (2016) |
|
0.112 (2016) |
Measurement |
|
Invested Capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
25.0% (2015) |
|
0.200 (2015) |
Period |
|
Earnings per |
|
7.0% |
|
9.0% |
|
12.0% |
|
4% |
|
20% |
|
40% |
|
7.7% (2016) |
|
0.029 (2016) |
|
|
Share Growth |
|
|
|
|
|
|
|
|
|
|
|
|
|
1.2% (2015) |
|
0.000 (2015) |
|
|
Free Cash Flow |
|
95.0% |
|
100.0% |
|
105.0% |
|
4% |
|
20% |
|
40% |
|
103.8% (2016) |
|
0.106 (2016) |
|
|
Conversion |
|
|
|
|
|
|
|
|
|
|
|
|
|
102.6% (2015) |
|
0.152 (2015) |
|
|
|
|
|
|
2015 PSA Total (as of
December 31, 2016) |
|
0.599 shares |
2014 PSA |
|
Relative Organic |
|
-1.0% |
|
0.5% |
|
2.0% |
|
8% |
|
40% |
|
80% |
|
-1.8% (2016) |
|
0.000 (2016) |
|
|
Volume Growth |
|
|
|
|
|
|
|
|
|
|
|
|
|
-1.1% (2015) |
|
0.000 (2015) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.2% (2014) |
|
0.293 (2014) |
2014-2016 |
|
Return on |
|
18.0% |
|
20.0% |
|
22.0% |
|
8% |
|
40% |
|
80% |
|
22.6% (2016) |
|
0.160 (2016) |
Measurement |
|
Invested Capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
25.0% (2015) |
|
0.240 (2015) |
Period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22.4% (2014) |
|
0.400 (2014) |
|
|
New Product |
|
29.0% |
|
34.0% |
|
39.0% |
|
4% |
|
20% |
|
40% |
|
30.4% (2016) |
|
0.017 (2016) |
|
|
Vitality Index |
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1% (2015) |
|
0.042 (2015) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.8% (2014) |
|
0.081 (2014) |
|
|
|
|
|
|
|
|
|
|
|
|
2014 PSA Total (as of
December 31, 2016) |
|
1.233
shares |
* The reported level of performance
achieved for Relative Organic Volume Growth has been determined, in part, using
Worldwide IPI for each relevant period, as reported by Global Insights on
January 15, 2017. The final performance level achieved may vary based on changes
in reported Worldwide IPI for the relevant period.
**The number of shares of 3M common
stock accrued with respect to each performance share subject to a performance
share award is determined based on the Companys performance against the
specified goals established for each performance measure. In the event that the
Companys performance for any given performance measure falls between any two
performance levels, the number of shares of 3M common stock accrued is
determined by linear interpolation.
2017 Proxy
Statement | 53
Table of Contents
Performance Share Accruals Based on
2016 Performance
The table below shows the number of
shares of 3M common stock that were accrued for the outstanding performance
share awards held by each Named Executive Officer based on the Companys
performance during 2016.
NAME |
PERFORMANCE SHARE AWARD |
|
PERFORMANCE SHARES AWARDED |
|
SHARES ACCRUED PER PERFORMANCE SHARE BASED ON 2016
PERFORMANCE |
|
TOTAL SHARES ACCRUED BASED ON
2016 PERFORMANCE* |
|
MARKET VALUE OF SHARES ACCRUED BASED ON
2016 PERFORMANCE** |
Inge G.
Thulin |
2016 PSA |
|
|
34,464 |
|
|
|
0.411 |
|
|
|
14,147 |
|
|
|
$2,526,314 |
|
|
2015 PSA |
|
|
34,507 |
|
|
|
0.247 |
|
|
|
8,499 |
|
|
|
$1,517,665 |
|
|
2014 PSA |
|
|
38,650 |
|
|
|
0.177 |
|
|
|
6,841 |
|
|
|
$1,221,606 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
$5,265,585 |
|
Nicholas C.
Gangestad*** |
2016 PSA |
|
|
9,788 |
|
|
|
0.411 |
|
|
|
4,018 |
|
|
|
$717,490 |
|
|
2015 PSA |
|
|
9,255 |
|
|
|
0.247 |
|
|
|
2,279 |
|
|
|
$406,978 |
|
|
2014 PSA |
|
|
8,678 |
|
|
|
0.177 |
|
|
|
1,537 |
|
|
|
$274,506 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
$1,398,974 |
|
Michael F.
Roman |
2016 PSA |
|
|
6,778 |
|
|
|
0.411 |
|
|
|
2,782 |
|
|
|
$496,848 |
|
|
2015 PSA |
|
|
5,994 |
|
|
|
0.247 |
|
|
|
1,476 |
|
|
|
$263,598 |
|
|
2014 PSA |
|
|
5,476 |
|
|
|
0.177 |
|
|
|
971 |
|
|
|
$173,364 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
$933,809 |
|
Joaquin
Delgado |
2016 PSA |
|
|
8,033 |
|
|
|
0.411 |
|
|
|
3,297 |
|
|
|
$588,770 |
|
|
2015 PSA |
|
|
7,295 |
|
|
|
0.247 |
|
|
|
1,796 |
|
|
|
$320,774 |
|
|
2014 PSA |
|
|
6,778 |
|
|
|
0.177 |
|
|
|
1,200 |
|
|
|
$214,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
$1,123,838 |
|
Michael G.
Vale |
2016 PSA |
|
|
8,251 |
|
|
|
0.411 |
|
|
|
3,387 |
|
|
|
$604,750 |
|
|
2015 PSA |
|
|
7,493 |
|
|
|
0.247 |
|
|
|
1,845 |
|
|
|
$329,424 |
|
|
2014 PSA |
|
|
6,778 |
|
|
|
0.177 |
|
|
|
1,200 |
|
|
|
$214,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
$1,148,468 |
|
* The amounts in this column reflect
the number of shares accrued based on, among other things, Worldwide IPI for the
2016 calendar year, as reported by Global Insights on January 15, 2017. The
final number of shares accrued may vary in the event of changes in Worldwide IPI
reported by Global Insights. Due to rounding, the numbers shown in this column
may not equal the result obtained by multiplying the Performance Shares Awarded
by the Shares Accrued Per Performance Share Based on 2016
Performance.
** Represents the closing price of a
share of 3M common stock on the NYSE for December 30, 2016 ($178.57), multiplied
by the actual number of shares accrued (before rounding) based on the Companys
2016 performance.
*** Mr. Gangestad was appointed to
the position of Senior Vice President and Chief Financial Officer effective June
6, 2014.
Although shares of 3M common stock
are accrued annually for each outstanding performance share award, an executive
may forfeit all or a portion of the shares otherwise issuable pursuant to his or
her award if he or she does not remain employed by the Company throughout the
entire three-year performance period.
For additional information concerning
the manner in which the compensation of the Named Executive Officers is
determined and the role of the Compensation Committee and its advisors, see
Section II of this Compensation Discussion and Analysis beginning on page
42.
54 | 3M
Table of Contents
SECTION IV: Ways in Which We Address Risk and
Governance |
Stock Ownership
Guidelines |
The Company maintains robust stock
ownership guidelines that apply to all Section 16 officers of the Company and
are designed to increase an executives equity stake in 3M and more closely
align his or her financial interests with those of 3Ms stockholders. The
following table shows the stock ownership guideline for each Named Executive
Officer and their compliance status as of December 31, 2016:
NAME |
MULTIPLE OF MEASUREMENT DATE BASE SALARY
REQUIRED |
|
COMPLIANCE STATUS AS OF DECEMBER 31, 2016* |
|
Percentage of Named Executive
Officers in compliance with the Companys stock ownership guidelines as of
December 31, 2016: 100% |
Inge G. Thulin |
6x |
|
In compliance |
|
Nicholas C. Gangestad |
3x |
|
In compliance |
|
Michael F. Roman |
3x |
|
In compliance |
|
Joaquin Delgado |
3x |
|
In compliance |
|
Michael G. Vale |
3x |
|
In compliance |
|
* In accordance with the terms of
the stock ownership guidelines, the number of shares required to be beneficially
owned by each Named Executive Officer in order to maintain compliance was
recalculated as of December 31, 2016, using the closing price of a share of 3M
common stock on the NYSE for December 30, 2016. Although each of the Named
Executive Officers has until December 31, 2019, to acquire beneficial ownership
of any additional shares required as a result of the recalculation, each
individual beneficially owned a sufficient number of shares on December 31,
2016, to comply with the new ownership levels required.
The stock ownership guidelines provide
that the number of shares required to be beneficially owned by each covered
executive will be calculated using such executives annual base salary at the
time of his or her initial appointment to a Section 16 position and again at the
time of a position change from one multiple level to another multiple level, and
the fair market value of 3M common stock at that time. The number of shares
required to be beneficially owned also is recalculated every three years
measured from December 31, 2013, using their annual base salary and the fair
market value of 3M common stock at the recalculation date.
Each covered executive is expected to
attain beneficial ownership of the number of shares of 3M stock determined by
the guidelines within five years of his or her initial appointment to a position
covered by the guidelines or a position change from one multiple level to
another multiple level. The guidelines also provide that each covered executive
whose required level of ownership increases as a result of a periodic
recalculation will have three years from the recalculation date (or the balance
of the five-year period since the date of their initial appointment or latest
position change, if longer) to acquire beneficial ownership of any additional
shares required as a result of the recalculation. However, if a covered
executive is not making adequate progress to meet the required level of
ownership within the applicable time period, the guidelines provide that he or
she will be required to hold and not sell a sufficient number of the after-tax
3M shares received upon the next payout of performance shares to be on track to
satisfy the required ownership level.
For purposes of these guidelines,
shares owned directly by a covered executive or by members of the covered
executives immediate family, shares owned indirectly through a covered
executives account in the Companys 401(k) plan or another deferred
compensation plan, unvested shares of restricted stock owned by a covered
executive, and shares represented by unvested restricted stock units granted to
a covered executive are all considered to be beneficially owned by the covered
executive and are counted in determining attainment of the required beneficial
ownership level.
For more information concerning the 3M
stock ownership of the Named Executive Officers, see the section entitled
Security Ownership of Management beginning on page 72 of this Proxy
Statement.
2017 Proxy
Statement | 55
Table of Contents
Prohibition of
Hedging and Pledging |
The Companys stock trading policies
prohibit the Companys executive officers from (1) purchasing any financial
instrument that is designed to hedge or offset any decrease in the market value
of the Companys common stock, including prepaid variable forward contracts,
equity swaps, collars, and exchange funds; (2) engaging in short sales related
to the Companys 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 Companys Deputy General Counsel.
Policy on
Reimbursement of Incentive Payments
(Clawback) |
The Companys Board of Directors has
adopted a policy requiring the reimbursement of excess incentive compensation
payments made to an executive in the event that 3M is required to make a
material restatement of its financial statements. This policy applies to all
senior executives of the Company including all of the Named Executive Officers.
This policy does not require any misconduct on the part of the covered executive
whose excess incentive compensation payment is being reimbursed. As long as the
Company is required to make a material restatement of its financial statements
that causes an incentive compensation payout to be higher than it should have
been, the Company may seek to recover the overpayment from all affected
executives irrespective of whether their conduct contributed to the need for the
restatement. The Company established this policy prior to the passage of the
Dodd-Frank Act, which establishes new requirements for such policies. Upon
issuance by the Securities and Exchange Commission of final implementing
regulations for the Dodd-Frank Acts requirements, the Company will make any
changes to its existing policy as may be required to comply with those
regulations.
Assessment of
Risk Related to Compensation Programs |
Based on the Companys recent
assessment, the Company has determined that none of its compensation policies
and practices is reasonably likely to have a material adverse effect on the
Company. To conduct this assessment, the Company completed an inventory of its
executive and non-executive compensation programs globally, with particular
emphasis on incentive compensation plans or programs. Furthermore, recent market
events have brought heightened attention to plan design, and whether the design,
oversight, and controls have the potential to create not only financial risk,
but reputational risk as well. As a result, we expanded the scope of our fiscal
2016 risk assessment to account for these evolving concerns. Based on this
expanded assessment, the Company evaluated the primary components of its
compensation plans and practices to identify whether those components, either
alone or in combination, properly balanced compensation opportunities and risk.
The Company believes that our overall
cash versus equity pay mix, balance of shorter-term versus longer-term
performance focus, balance of revenue versus profit focused performance
measures, stock ownership guidelines, and clawback policy all work together to
provide our employees and executives with incentives to deliver outstanding
performance to build long-term stockholder value, while taking only necessary
and prudent risks. In this regard, the Companys strong ethics and its corporate
compliance systems, which are overseen by the Audit Committee, further mitigate
against excessive or inappropriate risk taking. In addition, our employee sales
plans are designed under global guidelines, where oversight of plan terms,
administration, and operation is strong and governance roles are
segregated.
The Compensation Committee, with
assistance from its independent compensation consultant, George B. Paulin of FW
Cook, reviewed the Companys risk assessment and a separate risk assessment that
Mr. Paulin conducted for the Committee on the Companys executive compensation
policies and practices. Based on its consideration of these assessments, the
Committee concurred with the Companys determination that none of its
compensation policies and practices is reasonably likely to have a material
adverse effect on the Company.
56 | 3M
Table of Contents
Compensation Committee
Report
In accordance with the Securities and
Exchange Commissions disclosure requirements for executive compensation, the
Compensation Committee of the Board of Directors of 3M Company (the Committee)
has reviewed and discussed with 3M Management the Compensation Discussion and
Analysis. Based on this review and these discussions with 3M Management, the
Committee recommended to the Board of Directors that this Compensation
Discussion and Analysis be included in the 2017 Proxy Statement of 3M Company
and 3M Companys Annual Report on Form 10-K for the year ended December 31,
2016.
Submitted by the Compensation
Committee
Michael L. Eskew, Chair
Vance D.
Coffman
Muhtar Kent
Edward M. Liddy
Robert J. Ulrich
Patricia A.
Woertz
Compensation Committee Interlocks
and Insider Participation
The members of the Compensation
Committee are named in the section titled Compensation Committee on page 26 of
this Proxy Statement. No members of the Compensation Committee were officers or
employees of 3M or any of its subsidiaries during the year, were formerly 3M
officers, or had any relationship otherwise requiring disclosure.
2017 Proxy
Statement | 57
Table of Contents
EXECUTIVE COMPENSATION
TABLES
2016 Summary
Compensation Table |
The following table shows the
compensation earned or received during 2016, 2015, and 2014 by each of 3Ms
Named Executive Officers (as determined pursuant to the Securities and Exchange
Commissions disclosure requirements for executive compensation in Item 402 of
Regulation S-K).
NAME AND
PRINCIPAL POSITION |
YEAR |
|
SALARY
($) |
|
STOCK AWARDS ($)(1) |
|
OPTION AWARDS ($)(2) |
|
NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) |
|
CHANGE
IN PENSION VALUE
AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)(4) |
|
ALL
OTHER COMPENSATION ($)(5) |
|
TOTAL ($) |
Inge G. Thulin Chairman of the
Board, President and Chief Executive
Officer |
2016 |
|
1,483,929 |
|
5,500,110 |
|
|
5,502,854 |
|
|
|
2,303,678 |
|
|
|
1,319,993 |
|
|
|
560,110 |
|
|
16,670,674 |
2015 |
|
1,448,153 |
|
5,500,071 |
|
|
5,497,855 |
|
|
|
2,330,134 |
|
|
|
3,941,164 |
|
|
|
723,685 |
|
|
19,441,062 |
2014 |
|
1,392,560 |
|
4,750,085 |
|
|
4,053,263 |
|
|
|
3,500,000 |
|
|
|
5,806,064 |
|
|
|
613,617 |
|
|
20,115,589 |
Nicholas C. Gangestad Senior Vice President and Chief
Financial Officer |
2016 |
|
681,551 |
|
1,562,067 |
|
|
1,562,767 |
|
|
|
667,599 |
|
|
|
1,303,839 |
|
|
|
55,958 |
|
|
5,833,781 |
2015 |
|
601,743 |
|
1,475,154 |
|
|
1,474,443 |
|
|
|
571,980 |
|
|
|
939,858 |
|
|
|
61,885 |
|
|
5,125,063 |
2014 |
|
449,493 |
|
2,207,637 |
|
|
188,579 |
|
|
|
476,102 |
|
|
|
755,436 |
|
|
|
41,561 |
|
|
4,118,808 |
Michael F. Roman(6) Executive Vice President,
Industrial Business Group |
2016 |
|
747,022 |
|
1,081,701 |
|
|
1,082,225 |
|
|
|
602,433 |
|
|
|
1,444,650 |
|
|
|
56,774 |
|
|
5,014,805 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joaquin Delgado(6) Executive Vice President,
Consumer Business Group |
2016 |
|
629,074 |
|
1,281,986 |
|
|
1,282,703 |
|
|
|
503,290 |
|
|
|
755,674 |
|
|
|
100,966 |
|
|
4,553,693 |
2015 |
|
575,556 |
|
1,162,750 |
|
|
1,162,281 |
|
|
|
504,873 |
|
|
|
554,499 |
|
|
|
113,002 |
|
|
4,072,961 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael G. Vale Executive Vice President, Health
Care Business Group |
2016 |
|
633,302 |
|
1,316,777 |
|
|
1,317,456 |
|
|
|
506,664 |
|
|
|
679,826 |
|
|
|
62,745 |
|
|
4,516,770 |
2015 |
|
579,780 |
|
1,194,309 |
|
|
1,193,802 |
|
|
|
531,622 |
|
|
|
519,134 |
|
|
|
73,086 |
|
|
4,091,733 |
2014 |
|
559,971 |
|
2,833,107 |
|
|
620,450 |
|
|
|
525,978 |
|
|
|
701,854 |
|
|
|
67,001 |
|
|
5,308,361 |
(1) The amounts in the Stock Awards
column reflect the aggregate grant date fair value of such awards computed in
accordance with Financial Accounting Standards Board Accounting Standards
Codification Topic 718, Compensation Stock Compensation, excluding the effect
of estimated forfeitures. Assumptions made in the calculation of these amounts
are included in Note 15 to the Companys audited financial statements for the
fiscal year ended December 31, 2016, included in the Companys Annual Report on
Form 10-K filed with the Securities and Exchange Commission on February 9, 2017.
The amounts included in this column for the performance share awards made during
2016 are calculated based on the probable satisfaction of the performance
conditions for such awards. If the highest level of performance is achieved for
these performance share awards, the maximum value of these awards at the grant
date would be as follows: Mr. Thulin $11,000,220; Mr. Gangestad $3,124,134;
Mr. Roman $2,163,402; Mr. Delgado $2,563,972; and Mr. Vale
$2,633,554.
(2) The amounts in the Option Awards
column reflect the aggregate grant date fair value of such awards computed in
accordance with Financial Accounting Standards Board Accounting Standards
Codification Topic 718, Compensation Stock Compensation, excluding the effect
of estimated forfeitures. Assumptions made in the calculation of these amounts
are included in Note 15 to the Companys audited financial statements for the
fiscal year ended December 31, 2016, included in the Companys Annual Report on
Form 10-K filed with the Securities and Exchange Commission on February 9,
2017.
(3) The amounts in the Non-Equity
Incentive Plan Compensation column reflect the annual incentive compensation
earned by each individual during 2016 under the Companys Executive Annual
Incentive Plan.
(4) The amounts in the Change in
Pension Value and Nonqualified Deferred Compensation Earnings column reflect the
actuarial increase in the present value of each individuals pension benefits
under all defined benefit pension plans of the Company, determined using the
same interest rate and mortality assumptions as those used for financial
statement reporting purposes. See Note 11 to the Companys audited financial
statements for the fiscal year ended December 31, 2016, included in the
Companys Annual Report on Form 10-K filed with the Securities and Exchange
Commission on February 9, 2017. There were no above-market earnings on deferred
compensation under the Companys nonqualified deferred compensation
programs.
(5) See the All Other Compensation
table below for details.
(6) No amounts are reported for Mr.
Roman for the years 2014 and 2015, or for Mr. Delgado for the year 2014, since
they were not named executive officers of the Company for those
years.
58 | 3M
Table of Contents
2016 All Other Compensation
Table |
NAME |
|
401(K) COMPANY CONTRIBUTIONS ($)(1) |
|
VIP EXCESS COMPANY CONTRIBUTIONS ($)(2) |
|
EXECUTIVE LIFE INSURANCE ($)(3) |
|
FINANCIAL PLANNING ($)(4) |
|
PERSONAL AIRCRAFT USE ($)(5) |
|
SECURITY SYSTEMS/ SERVICES ($)(6) |
|
PERSONAL AUTO USE ($)(7) |
|
OTHER ($)(8) |
|
TOTAL ($) |
Inge G. Thulin |
|
5,358 |
|
81,555 |
|
286,115 |
|
13,350 |
|
|
163,764 |
|
|
|
2,374 |
|
|
|
7,594 |
|
|
0 |
|
560,110 |
Nicholas C. Gangestad |
|
5,677 |
|
25,586 |
|
12,755 |
|
11,940 |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
0 |
|
55,958 |
Michael F. Roman |
|
5,431 |
|
24,950 |
|
14,263 |
|
11,880 |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
250 |
|
56,774 |
Joaquin Delgado |
|
5,921 |
|
22,301 |
|
59,334 |
|
13,410 |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
0 |
|
100,966 |
Michael G. Vale |
|
7,873 |
|
30,558 |
|
10,964 |
|
13,350 |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
0 |
|
62,745 |
(1) The amounts shown reflect 3M
matching and additional automatic contributions under the tax-qualified 3M
Voluntary Investment Plan and Employee Stock Ownership Plan. All eligible
employees under this plan may receive 3M matching contributions on their pre-tax
or Roth 401(k) contributions to the plan on up to five percent of their eligible
pay. Eligible employees hired on or after January 1, 2009, also receive
additional automatic 3M retirement income contributions equal to three percent
of their eligible pay.
(2) The amounts shown reflect 3M
matching contributions under the VIP Excess Plan, a nonqualified defined
contribution plan. Eligibility for this plan and its matching contributions is
limited to employees whose compensation exceeds a limit established by Federal
income tax laws for tax-qualified defined contribution plans. The plan permits
eligible employees to save additional amounts from their current cash
compensation beyond the contribution limits established by Federal tax laws, and
to receive Company matching contributions similar to the matching contributions
provided under the tax-qualified 3M Voluntary Investment Plan and Employee Stock
Ownership Plan.
(3) The amounts shown reflect the
amount of premiums paid by the Company on behalf of each individual with respect
to their respective universal life or term life insurance policies obtained for
them under the Executive Life Insurance Plan.
(4) These amounts reflect fees for
personal financial planning and tax return preparation services paid by the
Company on behalf of each individual.
(5) This amount reflects the aggregate
incremental cost to the Company for Mr. Thulins personal use of corporate
aircraft during 2016. This aggregate incremental cost was calculated by
combining the variable operating costs of such travel, including the cost of
fuel, landing fees, parking fees, trip preparation fees, enroute communication
charges, enroute navigation charges, on-board catering, and crew travel
expenses. The Compensation Committee requires Mr. Thulin to use the corporate
aircraft for all business and personal travel.
(6) This amount reflects the
expenses incurred by 3M during 2016 for home security equipment and monitoring
services at the personal residence of Mr. Thulin.
(7) This amount reflects the
aggregate incremental cost to the Company for Mr. Thulins personal use of a
Company-provided automobile and local ground transportation. These costs include
lease payments for the vehicle, fuel, insurance premiums, repairs, and
maintenance.
(8) This amount reflects the
aggregate incremental cost to the Company for meals provided to Mr. Romans
spouse while accompanying the executive on a business trip at the Companys
request.
Grants of Plan-Based
Awards |
The following table reflects the
various equity and non-equity plan awards granted to the Named Executive
Officers during 2016. With the exception of the annual incentive compensation
earned by such Named Executive Officers under the Executive Annual Incentive
Plan, all of the awards referred to in this table were granted under the 2008
Long-Term Incentive Plan.
2017 Proxy
Statement | 59
Table of Contents
2016 Grants of Plan-Based Awards
Table
|
|
|
|
|
|
|
ESTIMATED FUTURE PAYOUTS
UNDER NON-EQUITY INCENTIVE PLAN AWARDS(2) |
|
ESTIMATED FUTURE PAYOUTS UNDER
EQUITY INCENTIVE PLAN
AWARDS(3) |
|
ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF
STOCK OR UNITS (#) |
|
ALL OTHER OPTION AWARDS: NUMBER
OF SECURITIES UNDERLYING OPTIONS (#)(4) |
|
EXERCISE
OR BASE PRICE OF OPTION AWARDS ($/SH)(5) |
|
GRANT DATE FAIR VALUE
OF STOCK AND OPTION AWARDS ($)(6) |
NAME |
|
|
TYPE
OF GRANT(1) |
|
GRANT DATE |
|
TARGET ($) |
|
MAXIMUM ($) |
|
THRESHOLD (#) |
|
TARGET (#) |
|
MAXIMUM (#) |
|
|
|
Inge G. Thulin |
|
|
16PS |
|
03/01/2016 |
|
|
|
|
|
6,893 |
|
|
34,464 |
|
|
68,928 |
|
|
|
|
|
|
|
|
|
5,500,110 |
|
|
Option |
|
02/02/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
245,116 |
|
|
147.87 |
|
5,502,854 |
|
|
|
AIP |
|
n/a |
|
2,352,132 |
|
12,625,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nicholas C. Gangestad |
|
|
16PS |
|
03/01/2016 |
|
|
|
|
|
1,958 |
|
|
9,788 |
|
|
19,576 |
|
|
|
|
|
|
|
|
|
1,562,067 |
|
|
Option |
|
02/02/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
69,611 |
|
|
147.87 |
|
1,562,767 |
|
|
|
AIP |
|
n/a |
|
681,641 |
|
12,625,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael F. Roman |
|
|
16PS |
|
03/01/2016 |
|
|
|
|
|
1,356 |
|
|
6,778 |
|
|
13,556 |
|
|
|
|
|
|
|
|
|
1,081,701 |
|
|
Option |
|
02/02/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,206 |
|
|
147.87 |
|
1,082,225 |
|
|
|
AIP |
|
n/a |
|
635,143 |
|
12,625,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joaquin Delgado |
|
|
16PS |
|
03/01/2016 |
|
|
|
|
|
1,607 |
|
|
8,033 |
|
|
16,066 |
|
|
|
|
|
|
|
|
|
1,281,986 |
|
|
Option |
|
02/02/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57,136 |
|
|
147.87 |
|
1,282,703 |
|
|
|
AIP |
|
n/a |
|
534,791 |
|
12,625,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael G. Vale |
|
|
16PS |
|
03/01/2016 |
|
|
|
|
|
1,650 |
|
|
8,251 |
|
|
16,502 |
|
|
|
|
|
|
|
|
|
1,316,777 |
|
|
Option |
|
02/02/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58,684 |
|
|
147.87 |
|
1,317,456 |
|
|
|
AIP |
|
n/a |
|
538,371 |
|
12,625,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Abbreviations for the Type of
Grant: 16PS = 2016 performance shares; Option = stock options; AIP = annual
incentive.
(2) The amounts shown as the
Estimated Future Payouts Under Non-Equity Incentive Plan Awards reflect the
target and maximum amounts that may be earned by each individual during 2016
under the Executive Annual Incentive Plan. This plan establishes a maximum
amount of annual incentive compensation that may be earned by each covered
executive during a plan year (established for purposes of complying with Section
162(m) of the Internal Revenue Code), which for each of the Named Executive
Officers was one-quarter of one percent of the Companys Adjusted Net Income for
2016, and then permits the Compensation Committee to pay each covered executive
less than this maximum amount based on such factors as it deems relevant. Since
the Executive Annual Incentive Plan was first adopted in 2007, the Compensation
Committee has rarely used this discretion to pay a covered executive (other than
our Chief Executive Officer) anything other than the same amount such executive
would have received had he or she been participating in the Companys
broad-based Annual Incentive Plan (see Elements of Target 2016 Total Direct
Compensation Annual Incentive portion of the Compensation Discussion and
Analysis in this Proxy Statement).
(3) The amounts shown as the
Estimated Future Payouts Under Equity Incentive Plan Awards with respect to 2016
performance shares reflect the threshold, target, and maximum number of shares
of 3M common stock that may be earned by each individual as a result of the 2016
performance shares granted to each individual during 2016 under the 2008
Long-Term Incentive Plan. The actual number of shares of 3M common stock to be
delivered as a result of these performance shares will be determined by the
performance of the Company during the three-year performance period of 2016,
2017, and 2018, as measured against four performance criteria selected by the
Compensation Committee (Relative Organic Volume Growth, Return on Invested
Capital, Earnings Per Share Growth and Free Cash Flow Conversion). For more
information on these performance criteria and the formulas for determining the
number of shares of 3M common stock payable as a result of these performance
shares, please refer to the Long-Term Incentives 2016 Annual Grants portion
of the Compensation Discussion and Analysis in this Proxy
Statement.
(4) The amounts shown as the All
Other Option Awards reflect the number of shares of 3M common stock subject to
nonqualified stock options granted to each individual during 2016 under the 2008
Long-Term Incentive Plan. The options granted on February 2, 2016, were part of
the Companys annual grant of stock options to the approximately 6,000 employees
participating in the plan, and they vest in installments of one-third on each of
the first three anniversaries of the grant date.
(5) The exercise price for all stock
options granted under the Companys 2008 Long-Term Incentive Plan is set at the
closing price at which 3M common stock traded on the New York Stock Exchange on
the option grant date.
(6) The amounts in the Grant Date
Fair Value of Stock and Option Awards column were determined in accordance with
Financial Accounting Standards Board Accounting Standards Codification Topic
718, Compensation Stock Compensation, excluding the effect of estimated
forfeitures, and, in the case of performance share awards, are based upon the
probable outcome of the applicable performance conditions. Assumptions made in
the calculation of these amounts are included in Note 15 to the Companys
audited financial statements for the fiscal year ended December 31, 2016,
included in the Companys Annual Report on Form 10-K filed with the Securities
and Exchange Commission on February 9, 2017.
60 | 3M
Table of Contents
2016 Outstanding Equity Awards at
Fiscal Year-End Table |
|
|
|
OPTION
AWARDS |
|
STOCK
AWARDS |
NAME |
|
|
NUMBER OF
SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE |
|
NUMBER OF
SECURITIES UNDERLYING UNEXERCISED OPTIONS (#)
UNEXERCISABLE |
|
OPTION
EXERCISE PRICE
($) |
|
OPTION
EXPIRATION DATE |
|
NUMBER
OF SHARES OR UNITS
OF STOCK THAT
HAVE NOT VESTED
(#) |
|
MARKET
VALUE OF SHARES OR
UNITS OF STOCK THAT HAVE NOT VESTED ($)(1) |
|
EQUITY
INCENTIVE PLAN
AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS
THAT HAVE NOT VESTED
(#) |
|
EQUITY INCENTIVE
PLAN AWARDS: MARKET
OR PAYOUT VALUE OF
UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(1) |
Inge G.
Thulin |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,507(6) |
|
|
6,161,915 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,464(7) |
|
|
6,154,236 |
|
|
|
|
50,792 |
|
|
|
0 |
|
|
|
77.18 |
|
|
05/13/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59,584 |
|
|
|
0 |
|
|
|
54.11 |
|
|
02/08/2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,166 |
|
|
|
0 |
|
|
|
78.72 |
|
|
02/07/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,560 |
|
|
|
0 |
|
|
|
89.47 |
|
|
02/08/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
204,804 |
|
|
|
0 |
|
|
|
87.89 |
|
|
02/07/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
204,950 |
|
|
|
0 |
|
|
|
101.49 |
|
|
02/03/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
137,445 |
|
|
|
68,723(2) |
|
|
|
126.72 |
|
|
02/02/2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
76,454 |
|
|
|
152,910(3) |
|
|
|
165.94 |
|
|
02/03/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
245,116(4) |
|
|
|
147.87 |
|
|
02/02/2026 |
|
|
|
|
|
|
|
|
|
|
Nicholas C. Gangestad |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,255(6) |
|
|
1,652,665 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,788(7) |
|
|
1,747,843 |
|
|
|
|
2,888 |
|
|
|
0 |
|
|
|
77.18 |
|
|
05/13/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,004 |
|
|
|
0 |
|
|
|
54.11 |
|
|
02/08/2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,362 |
|
|
|
0 |
|
|
|
78.72 |
|
|
02/07/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,092 |
|
|
|
0 |
|
|
|
89.47 |
|
|
02/08/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,219 |
|
|
|
0 |
|
|
|
87.89 |
|
|
02/07/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,505 |
|
|
|
0 |
|
|
|
101.49 |
|
|
02/03/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,394 |
|
|
|
3,198(2) |
|
|
|
126.72 |
|
|
02/02/2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,503 |
|
|
|
41,009(3) |
|
|
|
165.94 |
|
|
02/03/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
69,611(4) |
|
|
|
147.87 |
|
|
02/02/2026 |
|
|
|
|
|
|
|
|
|
|
2017 Proxy Statement | 61
Table of Contents
|
|
|
OPTION AWARDS |
|
STOCK AWARDS |
NAME |
|
|
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED OPTIONS
(#) EXERCISABLE |
|
NUMBER
OF SECURITIES UNDERLYING UNEXERCISED OPTIONS
(#) UNEXERCISABLE |
|
OPTION
EXERCISE PRICE ($) |
|
OPTION
EXPIRATION DATE |
|
NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT
VESTED (#) |
|
MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(1) |
|
EQUITY
INCENTIVE PLAN AWARDS:
NUMBER OF UNEARNED SHARES, UNITS
OR OTHER RIGHTS THAT HAVE NOT
VESTED (#) |
|
EQUITY INCENTIVE
PLAN AWARDS: MARKET
OR PAYOUT VALUE OF UNEARNED
SHARES, UNITS OR OTHER RIGHTS
THAT HAVE NOT VESTED ($)(1) |
Michael F. Roman |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,994(6) |
|
|
1,070,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,778(7) |
|
|
1,210,347 |
|
|
|
|
6,604 |
|
|
|
0 |
|
|
|
77.18 |
|
|
05/13/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,944 |
|
|
|
0 |
|
|
|
54.11 |
|
|
02/08/2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,906 |
|
|
|
0 |
|
|
|
78.72 |
|
|
02/07/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,067 |
|
|
|
0 |
|
|
|
89.47 |
|
|
02/08/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,747 |
|
|
|
0 |
|
|
|
87.89 |
|
|
02/07/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,610 |
|
|
|
0 |
|
|
|
101.49 |
|
|
02/03/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,244 |
|
|
|
8,623(2) |
|
|
|
126.72 |
|
|
02/02/2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,281 |
|
|
|
26,565(3) |
|
|
|
165.94 |
|
|
02/03/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
48,206(4) |
|
|
|
147.87 |
|
|
02/02/2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,646(5) |
|
2,258,196 |
|
|
|
|
|
|
Joaquin Delgado |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,295(6) |
|
|
1,302,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,033(7) |
|
|
1,434,453 |
|
|
|
|
8,440 |
|
|
|
0 |
|
|
|
77.18 |
|
|
05/13/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,390 |
|
|
|
0 |
|
|
|
78.72 |
|
|
02/07/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,106 |
|
|
|
0 |
|
|
|
89.47 |
|
|
02/08/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,126 |
|
|
|
0 |
|
|
|
87.89 |
|
|
02/07/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,490 |
|
|
|
0 |
|
|
|
101.49 |
|
|
02/03/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,618 |
|
|
|
10,810(2) |
|
|
|
126.72 |
|
|
02/02/2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,162 |
|
|
|
32,327(3) |
|
|
|
165.94 |
|
|
02/03/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
57,136(4) |
|
|
|
147.87 |
|
|
02/02/2026 |
|
|
|
|
|
|
|
|
|
|
Michael G. Vale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,493(6) |
|
|
1,338,025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,251(7) |
|
|
1,473,381 |
|
|
|
|
8,440 |
|
|
|
0 |
|
|
|
77.18 |
|
|
05/13/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,444 |
|
|
|
0 |
|
|
|
54.11 |
|
|
02/08/2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,906 |
|
|
|
0 |
|
|
|
78.72 |
|
|
02/07/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,812 |
|
|
|
0 |
|
|
|
89.47 |
|
|
02/08/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,875 |
|
|
|
0 |
|
|
|
87.89 |
|
|
02/07/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,705 |
|
|
|
0 |
|
|
|
101.49 |
|
|
02/03/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,039 |
|
|
|
10,520(2) |
|
|
|
126.72 |
|
|
02/02/2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,601 |
|
|
|
33,203(3) |
|
|
|
165.94 |
|
|
02/03/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
58,684(4) |
|
|
|
147.87 |
|
|
02/02/2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,646(5) |
|
2,258,196 |
|
|
|
|
|
|
FOOTNOTES TO 2016 OUTSTANDING EQUITY
AWARDS AT FISCAL YEAR-END TABLE
(1) The market value of performance
shares or RSUs that have not vested was determined by multiplying the closing
price of a share of 3M common stock on the NYSE for December 30, 2016 ($178.57),
by the number of performance shares or RSUs shown, respectively.
62 | 3M
Table of Contents
(2) These stock options vested in
full on February 4, 2017.
(3) These stock options vested or
will vest in installments of one-half on February 3, 2017, and February 3,
2018.
(4) These stock options vested or
will vest in installments of one-third on each of February 2, 2017, February 2,
2018, and February 2, 2019.
(5) These restricted stock units will vest in full
on December 1, 2019, assuming continued employment.
(6) The shares of 3M common stock to
be delivered as a result of the Companys performance over the three-year
performance period ending December 31, 2017, will not vest until December 31,
2017. Under the terms of the 2008 Long-Term Incentive Plan, these shares of 3M
common stock will be delivered no later than March 15, 2018. In accordance with
the Securities and Exchange Commissions regulations, the number of shares and
payout value for these performance shares reflect the target payout under the
formula for this grant since the Companys performance during the first two
years of the three-year performance period exceeded the threshold levels for
this grant.
(7) The shares of 3M common stock to
be delivered as a result of the Companys performance over the three-year
performance period ending December 31, 2018, will not vest until December 31,
2018. Under the terms of the 2008 Long-Term Incentive Plan, these shares of 3M
common stock will be delivered no later than March 15, 2019. In accordance with
the Securities and Exchange Commissions regulations, the number of shares and
payout value for these performance shares reflect the target payout under the
formula for this grant since the Companys performance during the first year of
the three-year performance period exceeded the threshold levels for this
grant.
2016 Option Exercises and Stock Vested
Table |
|
|
OPTION EXERCISES AND STOCK
VESTED |
|
|
OPTION
AWARDS |
|
STOCK
AWARDS |
NAME |
|
NUMBER OF SHARES ACQUIRED ON EXERCISE
(#) |
|
VALUE REALIZED ON
EXERCISE ($)(1) |
|
NUMBER OF
SHARES ACQUIRED ON VESTING (#) |
|
VALUE REALIZED ON VESTING ($)(2) |
Inge G. Thulin |
|
|
45,758 |
(3) |
|
|
|
3,901,684 |
|
|
|
47,663 |
(8) |
|
|
8,511,214 |
Nicholas C. Gangestad |
|
|
2,612 |
(4) |
|
|
|
213,505 |
|
|
|
10,702 |
(9) |
|
|
1,910,991 |
Michael F. Roman |
|
|
5,536 |
(5) |
|
|
|
508,283 |
|
|
|
6,752 |
(10) |
|
|
1,205,758 |
Joaquin Delgado |
|
|
17,996 |
(6) |
|
|
|
1,790,827 |
|
|
|
32,866 |
(11) |
|
|
5,903,367 |
Michael G. Vale |
|
|
2,156 |
(7) |
|
|
|
150,968 |
|
|
|
8,359 |
(12) |
|
|
1,492,597 |
FOOTNOTES TO 2016 OPTION EXERCISES AND
STOCK VESTED TABLE
(1) The amounts shown as Value
Realized on Exercise were determined by multiplying the number of shares
acquired on exercise by the difference between the market price of a share of 3M
common stock on the exercise date and the per share exercise price of the
options.
(2) The amounts shown as Value
Realized on Vesting were determined by multiplying the number of shares acquired
on vesting by the market price of a share of 3M common stock on the vesting
date.
(3) The stock options exercised by
Mr. Thulin were granted on May 8, 2007, and had an exercise price of $84.78 per
share.
(4) The stock options exercised by Mr. Gangestad were granted on May 8,
2007, and had an exercise price of $84.78 per share.
(5) The stock options exercised by
Mr. Roman were granted on May 9, 2006, and May 8, 2007, and had exercise prices
between $84.78 and $87.35 per share.
(6) The stock options exercised by
Mr. Delgado were granted on May 8, 2007, and February 9, 2009, and had exercise
prices between $54.11 and $84.78 per share.
(7) The stock options exercised by
Mr. Vale were granted on May 8, 2007, and had an exercise price of $84.78 per
share.
(8) Reflects the number of shares
earned by Mr. Thulin upon the vesting of performance shares granted to him under
the 2008 Long-Term Incentive Plan. All 47,663 of these shares were attributable
to his 2014 performance shares for which the three-year performance period was
completed on December 31, 2016. Mr. Thulin previously elected to defer receipt
of all of these shares until following his termination of
employment.
(9) Reflects the number of shares
earned by Mr. Gangestad upon the vesting of performance shares granted to him
under the 2008 Long-Term Incentive Plan. All 10,702 of these shares were
attributable to his 2014 performance shares for which the three-year performance
period was completed on December 31, 2016.
(10) Reflects the number of shares
earned by Mr. Roman upon the vesting of performance shares granted to him under
the 2008 Long-Term Incentive Plan. All 6,752 of these shares were attributable
to his 2014 performance shares for which the three-year performance period was
completed on December 31, 2016. Mr. Roman previously elected to defer receipt of
all of these shares until following his termination of employment.
(11) These
shares were acquired by Mr. Delgado upon the vesting of restricted stock units
and performance shares granted to him under the 2008 Long-Term Incentive Plan.
Of this total number of shares, 24,507 were attributable to restricted stock
units granted on September 1, 2011, and 8,359 were attributable to his 2014
performance shares for which the three-year performance period was completed on
December 31, 2016.
(12) Reflects the number of shares
earned by Mr. Vale upon the vesting of performance shares granted to him under
the 2008 Long-Term Incentive Plan. All 8,359 of these shares were attributable
to his 2014 performance shares for which the three-year performance period was
completed on December 31, 2016. Mr. Vale previously elected to defer receipt of
all these shares until following his termination of employment.
2017 Proxy Statement | 63
Table of Contents
The following table shows the present
value of the accumulated benefits payable to each of the Named Executive
Officers, as well as the number of years of service credited to each individual,
under each of the Companys defined benefit pension plans determined using the
same interest rate and mortality assumptions as
those used for financial statement reporting purposes. See Note 11 to the
Companys audited financial statements for the fiscal year ended December 31,
2016, included in the Companys Annual Report on Form 10-K filed with the
Securities and Exchange Commission on February 9, 2017.
2016 Pension Benefits Table
NAME |
|
|
PLAN NAME |
|
NUMBER OF YEARS CREDITED SERVICE (#) |
|
PRESENT VALUE
OF ACCUMULATED BENEFITS ($) |
|
PAYMENTS DURING LAST FISCAL YEAR ($) |
Inge G. Thulin |
|
|
Employee Retirement Income Plan |
|
37 |
|
|
1,884,241 |
* |
|
|
0 |
|
|
|
Nonqualified Pension Plan |
|
37 |
|
|
24,338,623 |
|
|
|
0 |
Nicholas C. Gangestad |
|
|
Employee Retirement Income Plan |
|
31 |
|
|
1,113,002 |
|
|
|
0 |
|
|
|
Nonqualified Pension Plan |
|
31 |
|
|
2,977,932 |
|
|
|
0 |
Michael F. Roman |
|
|
Employee Retirement Income Plan |
|
28 |
|
|
1,278,144 |
|
|
|
0 |
|
|
|
Nonqualified Pension Plan |
|
28 |
|
|
3,832,158 |
|
|
|
0 |
Joaquin Delgado |
|
|
Employee Retirement Income Plan |
|
29 |
|
|
1,261,453 |
|
|
|
0 |
|
|
|
Nonqualified Pension Plan |
|
29 |
|
|
3,976,947 |
|
|
|
0 |
Michael G. Vale |
|
|
Employee Retirement Income Plan |
|
24 |
|
|
787,892 |
|
|
|
0 |
|
|
|
Nonqualified Pension Plan |
|
24 |
|
|
2,402,038 |
|
|
|
0 |
* A portion of Mr.
Thulins benefits will actually be paid by a pension plan maintained by
the Companys subsidiary in Sweden (based on the years he was employed in
Sweden before transferring to the United States), and the amount paid by
this plan in Sweden will reduce the amount paid by the Employee Retirement
Income Plan. |
The Employee Retirement Income Plan
(ERIP) is a tax-qualified defined benefit pension plan maintained by 3M for
its eligible employees in the United States. Effective January 1, 2001, the
Company amended the ERIP to include a pension equity formula for (1) employees
hired or rehired on or after January 1, 2001, and (2) employees who voluntarily
elected the pension equity formula during the one-time choice election period in
2001. The ERIP was closed to new participants effective January 1, 2009, meaning
that employees hired or rehired on or after January 1, 2009, do not participate
in the plan. Of the Named Executive Officers, Mr. Thulin, Mr. Gangestad, Mr.
Roman, and Mr. Delgado participate under the non-pension equity formula of the
ERIP (the Portfolio I Plan), while Mr. Vale participates under the pension
equity formula of the ERIP (the Portfolio II Plan). Retirement benefits under
the ERIP are based on an employees years of service and average annual earnings
during the employees four highest-paid consecutive years of service. As applied
to the Named Executive Officers, earnings for purposes of the ERIP include base
salary and target annual incentive compensation. All benefits earned under the
ERIP by the Named Executive Officers will be payable in the form of life
annuities, unless an individual elects at the time their employment ends to
receive the entire amount of his or her earned pension benefits in the form of a
single lump-sum cash payment.
Under the Portfolio I Plan, employees
earn annual benefits payable at retirement generally equal to 1.15 percent of
their high-four average annual earnings multiplied by their years of service
plus 0.35 percent of their high-four average annual earnings in excess of a
Social Security breakpoint multiplied by their years of service (up to a maximum
of 35 years). The Social Security breakpoint is an average of the Social
Security taxable wage bases for each of the 35 years ending with the year each
employee qualifies for receiving unreduced Social Security retirement benefits.
Under the Portfolio I Plan, an employee may retire with an unreduced pension at
age 60 (61 or 62 for employees born after 1942 and 1959, respectively). If the
employees age and service at the time of retirement total at least 90 (91 or 92
for employees born after 1942 and 1959, respectively) the employee also would
receive a Social Security bridge payment until age 62. Mr. Thulin is eligible to
retire with unreduced early retirement benefits. Each of Mr. Delgado and Mr.
Roman are eligible to retire with reduced early retirement benefits, with the
reduction being equal to 5 percent of the pension otherwise payable for each
year that he retires prior to age 62.
Under the Portfolio II Plan, employees
earn pension credits (from 3 percent to 12 percent) for each year of employment
based on their age and accumulated years
64 | 3M
Table of Contents
of service under the plan. Once their
employment ends, these accumulated pension credits are multiplied by their
high-four average annual earnings and added to an amount determined by
multiplying one-half of these accumulated pension credits by their high-four
average annual earnings in excess of a Social Security integration level (70
percent of the Social Security taxable wage base in the year employment ends).
The sum of these two amounts is then converted into an annuity payable over the
lifetime of the employee using fixed conversion factors. The Portfolio II Plan
does not provide any subsidies for early retirement.
As a tax-qualified plan, the ERIP is
subject to a variety of limits that apply to both the amount of any employees
earnings that may be considered when determining the benefits earned under the
plan as well as the maximum amount of benefits that any employee may earn. The
Nonqualified Pension Plan is designed to provide
additional benefits to employees, including the Named Executive Officers,
affected by these limits. The amount of benefits earned under this Nonqualified
Pension Plan generally equals the amount of benefits an employee was not able to
earn under the ERIP as a result of the limits imposed by Federal tax laws. The
benefits earned under this Nonqualified Pension Plan are generally paid in the
form of a single lump-sum cash payment following the termination of their
employment (subject to any applicable delay under Federal tax laws). Current
employees were given a one-time opportunity during 2008 to elect to receive
their benefits earned under this Nonqualified Pension Plan in the form of a life
annuity following their retirement, and none of the Named Executive Officers
elected to receive their benefits in the form of a life annuity.
Nonqualified Deferred
Compensation |
The following table reflects the
participation during 2016 by the Named Executive Officers in three nonqualified
deferred compensation plans offered by the Company. The Deferred Compensation
Excess Plan allows eligible employees to defer for a number of years or until
retirement from the Company the receipt of base salary and the portion of their
annual incentive compensation paid in cash. The Performance Awards Deferred
Compensation Plan allows eligible employees to defer for a number of years or
until retirement from the Company the payout of their performance share or
performance unit awards under the 2008 Long-Term Incentive Plan and 2016
Long-Term Incentive Plan. The VIP Excess Plan allows eligible employees to defer
until retirement from the Company the receipt of base salary and the portion of
their annual incentive compensation paid in cash. All three
plans generally allow the eligible employees to elect to receive payment of
their account balances in the form of either a single lump sum payment or in up
to ten annual installments. With the exception of deferrals of performance
shares under the Performance Awards Deferred Compensation Plan, earnings are
credited to the amounts deferred under all three plans based on the returns paid
on the investment funds available to participants in 3Ms qualified 401(k) plan
or a fixed rate of return based on corporate bond yields (as selected by each
participant). Earnings are credited to the deferrals of performance shares under
the Performance Awards Deferred Compensation Plan based on the return on shares
of 3M common stock, including reinvested dividends.
2017 Proxy Statement | 65
Table of Contents
2016 Nonqualified Deferred Compensation
Table
NAME |
|
EXECUTIVE CONTRIBUTIONS IN LAST FY ($)(1) |
|
REGISTRANT CONTRIBUTIONS IN LAST
FY ($)(2) |
|
AGGREGATE EARNINGS IN LAST FY ($)(3) |
|
AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) |
|
AGGREGATE BALANCE AT
LAST FYE ($)(4) |
Inge G. Thulin |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VIP
Excess Plan |
|
|
270,201 |
|
|
|
81,555 |
|
|
|
54,473 |
|
|
0 |
|
|
2,033,236 |
|
Deferred Compensation Excess Plan |
|
|
1,747,601 |
|
|
|
0 |
|
|
|
53,831 |
|
|
0 |
|
|
2,160,124 |
|
Performance Awards Deferred |
|
|
7,163,603 |
|
|
|
0 |
|
|
|
3,033,339 |
|
|
0 |
|
|
16,246,532 |
|
Compensation
Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nicholas C. Gangestad |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VIP
Excess Plan |
|
|
92,363 |
|
|
|
25,586 |
|
|
|
26,542 |
|
|
0 |
|
|
315,077 |
|
Deferred Compensation Excess Plan |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
0 |
|
|
0 |
|
Performance Awards Deferred |
|
|
1,175,568 |
|
|
|
0 |
|
|
|
388,708 |
|
|
0 |
|
|
2,054,875 |
|
Compensation
Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael F. Roman |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VIP
Excess Plan |
|
|
104,996 |
|
|
|
24,950 |
|
|
|
11,229 |
|
|
0 |
|
|
449,829 |
|
Deferred Compensation Excess Plan |
|
|
0 |
|
|
|
0 |
|
|
|
5,928 |
|
|
0 |
|
|
207,433 |
|
Performance Awards Deferred |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
0 |
|
|
0 |
|
Compensation
Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joaquin Delgado |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VIP
Excess Plan |
|
|
95,395 |
|
|
|
22,301 |
|
|
|
72,647 |
|
|
0 |
|
|
826,969 |
|
Deferred Compensation Excess Plan |
|
|
126,218 |
|
|
|
0 |
|
|
|
18,041 |
|
|
0 |
|
|
144,259 |
|
Performance Awards Deferred |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
0 |
|
|
0 |
|
Compensation
Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael G. Vale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VIP
Excess Plan |
|
|
98,493 |
|
|
|
30,558 |
|
|
|
41,045 |
|
|
0 |
|
|
710,741 |
|
Deferred Compensation Excess Plan |
|
|
0 |
|
|
|
0 |
|
|
|
913 |
|
|
0 |
|
|
19,503 |
|
Performance Awards Deferred |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
0 |
|
|
0 |
|
Compensation
Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOOTNOTES TO 2016 NONQUALIFIED DEFERRED
COMPENSATION TABLE
(1) With the exception of the
amounts contributed by Mr. Roman from the payout of his annual incentive earned
during 2015, all amounts contributed by these individuals during 2016 have
been included in the Summary Compensation Table as Salary, Stock Awards, or
Non-Equity Incentive Plan Compensation earned in 2014, 2015, or 2016. Since Mr.
Roman was not a named executive officer for 2015, the Summary Compensation Table
does not reflect any of his 2015 annual incentive compensation from which this
contribution was made during 2016.
(2) All amounts contributed by the
Company on behalf of these individuals during 2016 are included in the All
Other Compensation column of the Summary Compensation Table.
(3) None of these amounts is
included in the Summary Compensation Table as compensation earned in 2016, since
none of the Companys nonqualified deferred compensation plans provide
above-market or preferential earnings.
(4) Includes the following amounts
that were reported as compensation in the Summary Compensation Table for prior
years: Mr. Thulin $9,364,341; Mr. Gangestad $390,236; Mr. Roman $0; Mr.
Delgado $150,274; and Mr. Vale $212,661.
66 | 3M
Table of
Contents
Potential Payments Upon Termination or Change in
Control |
As reflected in the Compensation
Discussion and Analysis portion of this Proxy Statement, 3M has no employment
agreements with any of the Named Executive Officers nor does it have any
severance or change in control plans or arrangements that would provide
severance benefits to any of the Named Executive Officers in the event of the
termination of their employment or a change in control of the Company. We also
do not have any agreements that would provide automatic single-trigger
accelerated vesting of equity compensation or excise tax gross-up payments to
any of our Named Executive Officers in the event of a change in control of the
Company. However, certain of the Companys executive compensation and benefit
plans provide all participants (including the Named Executive Officers) with
certain rights or the right to receive payments in the event of the termination
of their employment or upon a change in control of the Company. The terms
applicable to these potential rights or payments in various situations are
described below. Payments or benefits under other plans and arrangements that
are generally provided on a non-discriminatory basis to all similarly situated
employees of the Company upon the termination of their employment are not
described, including (a) accrued base salary; (b) annual incentive earned with
respect to completed performance periods; (c) retiree welfare benefits provided
to substantially all of the Companys U.S. employees, including retiree medical
benefits; (d) distribution of vested account balances under the Companys
qualified 401(k) plan; (e) accrued pension benefits under the Companys defined
benefit pension plans payable following an employees retirement or other
termination of employment (the amounts of these benefits earned by the Named
Executive Officers are reported in the 2016 Pension Benefits Table); (f) life
insurance benefits generally available to all salaried employees; and (g)
distribution of account balances under the Companys nonqualified deferred
compensation plans (the amount of these account balances of the Named Executive
Officers are reported in the 2016 Nonqualified Deferred Compensation
Table).
Rights and Payments Upon
Retirement
Following retirement (as
described below), the Named Executive Officers are entitled to
receive:
● |
continued vesting of stock options previously granted under the
Companys stock plans, and the opportunity to exercise vested stock
options previously granted under such plans during the remainder of the
original term (up to 10 years) of such options; |
● |
for those Named Executive Officers whose initial appointment to
a 3M executive position occurred prior to January 1, 2006, payment for all
previously granted performance shares upon completion of the respective
three-year performance period (prorated to reflect the portion of the year
worked only with respect to the performance shares granted in the year of
retirement) and based on actual performance; and |
● |
for those Named Executive Officers whose initial
appointment to a 3M executive position occurred on
or after January 1, 2006, payment for all previously
granted performance shares upon completion of the
respective three-year performance period (prorated to
reflect the portion of the three-year performance period
that occurred prior to the date of the Named Executive
Officers retirement) and based on actual performance.
|
For this purpose, the term Retirement
means a termination of employment with the Company after attaining age 55 with
at least 10 years of service (age 55 with at least five years of service for
awards granted before January 1, 2016).
Rights and Payments Upon
Termination Due to Disability
In the event of the termination of
their employment due to disability, the Named Executive Officers are entitled to
receive:
● |
continued vesting of stock options previously granted under the
Companys stock plans, and the opportunity to exercise vested stock
options previously granted under such plans during the remainder of the
original term (up to 10 years) of such options; |
● |
immediate vesting of all restricted stock units previously
granted under the Companys stock plans; and |
● |
payment for all previously
granted performance shares upon completion of the respective three-year
performance period, based on actual
performance. |
Rights and Payments Upon
Termination Due to Death
In the event of the termination of
their employment due to death, the Named Executive Officers are entitled to
receive:
● |
immediate vesting of all
unvested stock options and restricted stock units previously granted under
the Companys stock plans, and the opportunity for the Named Executive
Officers estate or beneficiaries to exercise all vested stock options
during the two-year period following the date of death (but not beyond the
original expiration date of any such stock
option); |
2017 Proxy
Statement | 67
Table of Contents
● |
payment to
the Named Executive Officers estate or beneficiaries no later than March
15 of the year following the year in which the Named Executive Officer
died for all previously granted performance shares (in the same amount as
paid for the performance shares granted to other Named Executive Officers
if the date of death occurs after the end of the three-year performance
period for such shares, and at the lesser of the target value or such
other amount as determined by the Committee in its discretion if the date
of death occurs before the end of the three-year performance period for
such shares); and |
● |
payment to the
Named Executive Officers beneficiaries of the proceeds from the life
insurance policies provided for such Named Executive Officer pursuant to
the Companys Executive Life Insurance
Plan. |
Rights and Payments Upon Termination
for Any Other Reason
In the event of the termination of
their employment for any reason other than retirement, death, or disability (and
other than in connection with a change in control, as described further
below):
● |
the Named
Executive Officers will have the opportunity to exercise vested stock
options granted under the Companys stock plans within the first 90 days
following the termination date (but not beyond the original expiration
date of any such stock option), at which time any remaining vested stock
options are forfeited; and |
● |
all unvested
stock options, restricted stock units, and performance shares granted to
the Named Executive Officers are forfeited
immediately. |
Rights and Payments Upon a Change in
Control
If the Company terminates a Named
Executive Officers employment for Misconduct (for awards granted prior to May
10, 2016, without Cause) or if a Named Executive Officer resigns for Good Reason
within 18 months following a change in control event of the Company (as
defined for purposes of Section 409A of the Internal Revenue Code), all of the
Named Executive Officers outstanding unvested stock options and restricted
stock units granted under the Companys stock plans will be immediately vested
and all of such Named Executive Officers outstanding performance shares will be
prorated and settled in accordance with the terms of the plan.
For purposes of our outstanding
long-term incentive awards, the terms Misconduct, Cause, and Good Reason
mean the following:
Misconduct means (i) the Named
Executive Officers willful failure to substantially perform his or her duties
(other than a failure resulting from his or her disability); (ii) the Named
Executive Officers willful failure to carry out, or comply with any lawful and
reasonable directive of the Board or his or her immediate supervisor; (iii) the
occurrence of any act or omission by the Named Executive Officer that could
reasonably be expected to result in (or has resulted in) his or her conviction,
plea of no contest, plea of nolo contendere, or imposition of unadjudicated
probation for any felony or indictable offense or crime involving moral
turpitude; (iv) the Named Executive Officers commission of an act of fraud,
embezzlement, misappropriation, misconduct, or breach of fiduciary duty against
the Company or any of its subsidiaries or affiliates or any of their officers,
directors, employees, customers, suppliers, insurers or agents; (v) the Named
Executive Officers material breach of any material provision of any written
agreement with the Company or any subsidiary; or (vi) any other intentional
misconduct by the Named Executive Officer that significantly affects the
business or affairs of the Company or any subsidiary in an adverse
manner.
Cause means a material violation of
any policy of the Company, or embezzlement or theft of property belonging to the
Company.
Good Reason means (i) a material
diminution in the Named Executive Officers position, authority, duties, or
responsibilities as in effect immediately prior to the change in control; (ii) a
material diminution in the Named Executive Officers base salary or annual
planned cash compensation; or (iii) a material change in the geographic location
at which the Named Executive Officer is required to perform services for the
Company.
The amounts payable to or on behalf of
each of the Named Executive Officers in each of the above situations (other than
amounts relating to payments or benefits generally provided on a
non-discriminatory basis to all similarly situated employees) is reflected in
the following table, assuming that each individuals employment had terminated
and/or a change in control of the Company had occurred on December 31, 2016. As
of December 31, 2016, Mr. Thulin, Mr. Roman, and Mr. Delgado were eligible to
retire (as that term is defined for purposes of 3Ms stock plans).
68 | 3M
Table of Contents
2016 Potential Payments Upon
Termination or Change in Control Table
NAME |
|
|
TERMINATION OF EMPLOYMENT DUE TO
|
|
OUTSTANDING PERFORMANCE SHARE AWARDS ($)(1) |
|
UNVESTED RSUS ($)(2) |
|
UNVESTED OPTIONS ($)(3) |
|
LIFE INSURANCE PROCEEDS ($)(4) |
|
TOTAL ($) |
Inge G. Thulin |
|
|
Retirement |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
|
Death |
|
12,316,151 |
|
0 |
|
13,019,602 |
|
10,391,214 |
|
35,726,967 |
|
|
|
Termination due to disability |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
|
Termination for other reason |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
|
Resignation for Good
Reason/Non-Cause |
|
5,882,185 |
|
0 |
|
13,019,602 |
|
0 |
|
18,901,787 |
|
|
|
Termination within 18 months
following |
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Control |
|
|
|
|
|
|
|
|
|
|
Nicholas C. Gangestad |
|
|
Retirement |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
|
Death |
|
3,400,509 |
|
0 |
|
2,820,818 |
|
2,855,701 |
|
9,077,028 |
|
|
|
Termination due to disability |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
|
Termination for other reason |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
|
Resignation for Good
Reason/Non-Cause |
|
1,608,594 |
|
0 |
|
2,820,818 |
|
0 |
|
4,429,412 |
|
|
|
Termination within 18 months
following |
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Control |
|
|
|
|
|
|
|
|
|
|
Michael F. Roman |
|
|
Retirement |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
|
Death |
|
2,280,696 |
|
2,258,196 |
|
2,262,543 |
|
2,854,524 |
|
9,655,959 |
|
|
|
Termination due to disability |
|
0 |
|
2,258,196 |
|
0 |
|
0 |
|
2,258,196 |
|
|
|
Termination for other reason |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
|
Resignation for Good
Reason/Non-Cause |
|
1,066,749 |
|
2,258,196 |
|
2,262,543 |
|
0 |
|
5,587,488 |
|
|
|
Termination within 18 months
following |
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Control |
|
|
|
|
|
|
|
|
|
|
Joaquin Delgado |
|
|
Retirement |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
|
Death |
|
2,737,121 |
|
0 |
|
2,722,864 |
|
2,351,156 |
|
7,811,141 |
|
|
|
Termination due to disability |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
|
Termination for other reason |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
|
Resignation for Good
Reason/Non-Cause |
|
1,285,999 |
|
0 |
|
2,722,864 |
|
0 |
|
4,008,863 |
|
|
|
Termination within 18 months
following |
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Control |
|
|
|
|
|
|
|
|
|
|
Michael G. Vale |
|
|
Retirement |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
|
Death |
|
2,811,406 |
|
2,258,196 |
|
2,766,415 |
|
2,527,200 |
|
10,363,217 |
|
|
|
Termination due to disability |
|
0 |
|
2,258,196 |
|
0 |
|
0 |
|
2,258,196 |
|
|
|
Termination for other reason |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
|
Resignation for Good
Reason/Non-Cause |
|
1,320,902 |
|
2,258,196 |
|
2,766,415 |
|
0 |
|
6,345,513 |
|
|
|
Termination within 18 months
following |
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Control |
|
|
|
|
|
|
|
|
|
|
FOOTNOTES TO 2016 POTENTIAL PAYMENTS
UPON TERMINATION OR CHANGE IN CONTROL TABLE
(1) The amounts in this column
reflect the value of performance share awards under the 2008 Long-Term Incentive
Plan for which the three-year performance period has not been completed
(adjusted to reflect the closing market price of 3M common stock on December 30,
2016), and which would be paid upon the occurrence of the respective triggering
events in accordance with the provisions of the plan.
(2) The amounts in this column
reflect the value of unvested 3M restricted stock units that would vest upon the
occurrence of the respective triggering events in accordance with the provisions
of the 2008 Long-Term Incentive Plan. Share values are based on the closing
price of a share of 3M common stock on the NYSE for December 30, 2016 ($178.57).
(3) The amounts in this column
reflect the spread value on December 31, 2016, of unvested, in-the-money 3M
stock options that will vest upon the occurrence of the respective triggering
events in accordance with the provisions of the 2008 Long-Term Incentive Plan.
Spread values are based on the closing price of a share of 3M common stock on
the NYSE for December 30, 2016 ($178.57).
(4) The amounts in this column
reflect the life insurance proceeds that would be payable to each individuals
beneficiary or beneficiaries pursuant to the universal life or term life
insurance policies obtained for them under the Executive Life Insurance Plan.
Individuals first appointed to an executive position on or before February 28,
2003, receive additional life insurance coverage that is provided through a
whole life insurance policy or a universal life insurance policy. Individuals
first appointed on or after March 1, 2003, receive group term life insurance
coverage.
2017 Proxy Statement | 69
Table of Contents
STOCKHOLDER PROPOSAL
Proposal No. 5:
Stockholder Proposal on Implementation of Holy Land Principles
3M has received a stockholder proposal
from the Holy Land Principles, Inc., P.O. Box 15128, Washington, D.C. 20003, the
owner of 21 shares of 3M common stock (the Proponent). The Proponent has
requested that the Company include the following proposal and supporting
statement (in italics) in its proxy statement for the Annual Meeting of
Stockholders. The proposal may be voted on at the Annual Meeting only if
properly presented by the Proponent or the Proponents qualified representative.
For the reasons set forth following the Proponents statement, your Board of
Directors recommends that you vote AGAINST this proposal.
American Principles Following
American Investment
HOLY LAND PRINCIPLES 3M RESOLUTION
WHEREAS, 3M has operations in Palestine/Israel;
WHEREAS, achieving a lasting
peace in the Holy Land --with security for Israel and justice for Palestinians
--encourages us to promote a means for establishing justice and equality;
WHEREAS, fair employment should be the hallmark of any American company at home
or abroad and is a requisite for any just society;
WHEREAS, Holy Land Principles
Inc., a non-profit organization, has proposed a set of equal opportunity
employment principles to serve as guidelines for corporations in
Palestine/Israel.
These are:
1. |
Adhere to equal and fair employment practices in hiring,
compensation, training, professional education, advancement and governance
without discrimination based on national, racial, ethnic or religious
identity. |
2. |
Identify underrepresented employee groups and initiate
active recruitment efforts to increase the number of underrepresented
employees. |
3. |
Develop training programs that will prepare substantial
numbers of current minority employees for skilled jobs, including the
expansion of existing programs and the creation of new programs to train,
upgrade, and improve the skills of minority employees. |
4. |
Maintain a work environment that is respectful of all
national, racial, ethnic and religious groups. |
5. |
Ensure that layoff, recall and termination procedures do
not favor a particular national, racial, ethnic or religious
group. |
6. |
Not make military service a precondition or
qualification for employment for any position, other than those positions
that specifically require such experience, for the fulfillment of an
employees particular responsibilities. |
7. |
Not accept subsidies, tax incentives or other benefits
that lead to the direct advantage of one national, racial, ethnic or
religious group over another. |
8. |
Appoint staff to monitor,
oversee, set timetables, and publicly report on their progress in
implementing the Holy Land Principles. |
RESOLVED: Shareholders request the
Board of Directors to: Make all possible lawful efforts to implement and/or
increase activity on each of the eight Holy Land Principles.
SUPPORTING
STATEMENT
The proponent believes that
3M benefits by hiring from the widest available talent pool. An employees
ability to do the job should be the primary consideration in hiring and
promotion decisions.
Implementation of the Holy Land
Principles--which are pro-Jewish, pro-Palestinian and pro-company --will
demonstrate concern for human rights and equality of opportunity in its
international operations.
Please vote your proxy FOR these
concerns.
70 | 3M
Table of Contents
Boards
Statement Opposing the Proposal |
After careful consideration, and for
the reasons set forth below, the Board believes it is not in the best interests
of 3M or its stockholders for the Board to adopt the Holy Land
Principles.
1. |
3M already has established
solidly its commitment to upholding human and workplace rights in all 3M
operations. 3Ms Global Human Rights Policy statement, which was adopted
in 2013, reinforces the Companys commitment to providing a workplace that
is safe, healthy, free from violence, harassment, or discrimination, and
compliant with applicable laws relating to wages, work hours, and work
conditions. Similarly, 3M became a member of the U.N. Global Compact
(UNGC) in early 2014, thereby committing to align our operations and
strategies with the UNGC principles on human rights. While 3M has always
acted in accordance with the core values represented by the UNGC, we
remain proud to formalize our commitment to its 10 principles, including
the areas of human rights, labor, and environmental, and to grow our
partnership with the organization. 3Ms approach to managing and ensuring
human rights aligns with 3Ms Code of Conduct, (available in various
languages on our Company website, at
www.3m.com/3M/en_US/company-us/about-3m/), which recognizes the right of
all employees globally to have a respectful workplace. Likewise, our
commitment is embodied in 3Ms Human Resource Principles, which respect
the dignity and worth of all individuals, encourage the initiative of each
employee, challenge individual capabilities, and provide equal opportunity
for development for all. Importantly, unlike the practices set forth in
the Holy Land Principles, which emphasize only one area of the world, our
commitments transcend a single area and apply to all our operations
globally. |
2. |
Our Company also places great
value on ethical conduct and sustainability around the world, with
initiatives that far outreach the training and development guidelines
identified in the Holy Land Principles. We have been recognized four years
in a row by The Ethisphere® Institute as one of The Worlds Most Ethical Companies®
(2014, 2015, 2016 and 2017). Our
Sustainability goals, which can be found in our annual Sustainability
Report on our Company website at
www.3m.com/3M/en_US/sustainability-report/, and on which our progress is
measured on an ongoing basis, include actions in support of the education
and development of our employees and our communities. We will continue to
invest in increasing access for people worldwide to science, technology,
engineering, math, and business skills. We are committed to improving
lives through investments in environment, health and safety programs, and
to strengthening our pipeline of diverse talent in every region in which
we operate as a core part of our sustainability strategy. We aspire to
provide training to 5 million people globally on worker and patient
safety. The ethical treatment of people inside and outside 3M is a clearly
established priority for our Company. |
3. |
3M values diversity in the
workforce and in the global markets and communities we serve. At 3M,
diversity is essential to innovation. We are fortunate to have a global
workforce, and we celebrate this diversity every day. It is an integral
part of who we are as a company. We recruit, hire, retain, and advance the
best talent globally, while offering an inclusive environment where each
individual can be and give their best. 3M has formed strategic
partnerships with many professional associations, colleges, and
universities to help identify diverse, well qualified candidates. We
actively support career enrichment opportunities for people from diverse
backgrounds. We have a long history of providing financial and in-kind
donations, including product donations and volunteer support, to
diversity-targeted institutions and nonprofit organizations. Our
community investments enhance community vibrancy by improving standards of
living, preparing youth for success, supporting the arts, and contributing
to global humanitarian relief efforts. In short, we believe that our deep
commitment to diversity brings business, social, cultural, and economic
benefits, and it is pervasive in all we do. |
For all these reasons, the adoption of
the regionally focused Holy Land Principles and the administrative requirements
contained therein is unnecessary, burdensome, and not in the best interests of
3M or its stockholders.
RECOMMENDATION
OF THE BOARD |
|
|
The Board of Directors
unanimously recommends a vote AGAINST this proposal. Proxies solicited
by the Board of Directors will be voted AGAINST this proposal unless a
stockholder indicates otherwise in voting the
proxy. |
2017 Proxy
Statement | 71
Table of Contents
STOCK
OWNERSHIP
INFORMATION
Security Ownership of
Management
The following table includes all 3M
stock based holdings, as of February 28, 2017, of the directors and the Named
Executive Officers set forth in the Summary Compensation Table, and the
directors and executive officers as a group.
Common
Stock and Total Stock-Based
Holdings |
NAME AND PRINCIPAL POSITION |
|
STOCK(1) |
|
RESTRICTED STOCK UNITS(2) |
|
DEFERRED STOCK(3) |
|
TOTAL(4) |
|
PERCENT OF CLASS |
Sondra L. Barbour, Director |
|
|
|
|
|
|
|
2,416 |
|
2,416 |
|
(5) |
Thomas Tony K. Brown, Director |
|
|
|
|
|
|
|
3,700 |
|
3,700 |
|
(5) |
Vance D. Coffman, Director |
|
6,446 |
|
|
|
|
|
39,185 |
|
45,631 |
|
(5) |
David B. Dillon, Director |
|
|
|
|
|
|
|
1,398 |
|
1,398 |
|
(5) |
Michael L. Eskew, Director |
|
|
|
|
|
|
|
34,265 |
|
34,265 |
|
(5) |
Herbert L. Henkel, Director |
|
|
|
|
|
|
|
29,640 |
|
29,640 |
|
(5) |
Muhtar Kent, Director |
|
|
|
|
|
|
|
7,794 |
|
7,794 |
|
(5) |
Edward M. Liddy, Director |
|
|
|
|
|
|
|
49,855 |
|
49,855 |
|
(5) |
Gregory R. Page, Director |
|
1,000 |
|
|
|
|
|
1,321 |
|
2,321 |
|
(5) |
Robert J. Ulrich, Director |
|
16,221 |
|
|
|
|
|
6,797 |
|
23,018 |
|
(5) |
Patricia A. Woertz, Director |
|
876 |
|
|
|
|
|
|
|
876 |
|
(5) |
Inge G. Thulin, Director, |
|
1,066,714 |
|
|
|
|
|
136,576 |
|
1,203,290 |
|
(5) |
Chairman of the Board, President and Chief Executive
Officer |
|
|
|
|
|
|
|
|
|
|
|
|
Nicholas C. Gangestad, |
|
106,978 |
|
|
|
|
|
11,507 |
|
118,485 |
|
(5) |
Senior Vice President and Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
|
Michael F. Roman, |
|
125,396 |
|
|
12,646 |
|
|
6,499 |
|
144,541 |
|
(5) |
Executive Vice President |
|
|
|
|
|
|
|
|
|
|
|
|
Joaquin Delgado, |
|
280,618 |
|
|
|
|
|
|
|
280,618 |
|
(5) |
Executive Vice President |
|
|
|
|
|
|
|
|
|
|
|
|
Michael G. Vale, |
|
199,246 |
|
|
12,646 |
|
|
8,047 |
|
219,939 |
|
(5) |
Executive Vice President |
|
|
|
|
|
|
|
|
|
|
|
|
All
Directors and Executive Officers as a Group (27 persons) |
|
3,190,595 |
|
|
67,466 |
|
|
351,915 |
|
3,609,976 |
|
(5) |
FOOTNOTES TO COMMON STOCK AND TOTAL
STOCK-BASED HOLDINGS TABLE
(1) This column lists beneficial
ownership of 3M common stock as calculated under Securities and Exchange
Commission rules. Unless otherwise noted, voting power and investment power in
the shares are exercisable solely by the named person, and none of the shares
are pledged as security by the named person. In accordance with Securities and
Exchange Commission rules, this column also includes shares that may be acquired
pursuant to stock options that are or will be exercisable within 60 days of
February 28, 2017, as follows: Mr. Thulin 1,003,846, Mr. Gangestad 96,984, Mr.
Roman 119,376, Mr. Delgado 245,910, and Mr. Vale 184,064.
(2) This column reflects restricted
stock units that generally vest over a three- to five-year period, assuming
continued employment until each vesting date (or until the individual retires
from the Company, in some cases). The executive officers do not have voting
power with respect to the shares listed in this column.
(3) This column reflects shares
earned by the directors as a result of their service on the Board of Directors,
the payout of which has been deferred until following the termination of their
membership on the Board of Directors. This column also includes the following
shares of the Companys common stock which the executive officers are entitled
to receive following their retirement from the Company as a result of their
election to defer the payout of their performance share awards granted under the
Companys long-term incentive plan: Mr. Thulin 136,576, Mr. Gangestad 11,507,
Mr. Roman 6,499, and Mr. Vale 8,047, and All Directors and Executive Officers as
a Group 351,915. Neither the directors nor the executive officers have voting
power with respect to the shares listed in this column.
(4) This column shows the
individuals total 3M stock-based holdings, including the securities shown in
the Stock column (as described in note 1), in the Restricted Stock Units
column (as described in note 2), and in the Deferred Stock column (as
described in note 3).
(5) Each director and executive
officer individually, and All Directors and Executive Officers as a Group,
beneficially owned less than one percent of the outstanding common stock of the
Company.
72 | 3M
Table of Contents
Security Ownership of Certain
Beneficial Owners
The following table sets forth
information regarding beneficial owners of more than 5 percent of the
outstanding shares of 3M common stock.
NAME/ADDRESS |
|
COMMON STOCK BENEFICIALLY OWNED |
|
PERCENT OF CLASS |
State Street Corporation(1) |
|
|
|
|
State Street Financial
Center |
|
|
|
|
One Lincoln Street |
|
|
|
|
Boston, MA 02111 |
|
45,814,616 |
|
7.62 |
The Vanguard Group(2) |
|
|
|
|
100 Vanguard Blvd. |
|
|
|
|
Malvern, PA 19355 |
|
43,987,411 |
|
7.31 |
BlackRock, Inc.(3) |
|
|
|
|
55 East 52nd Street |
|
|
|
|
New
York, NY 10055 |
|
35,967,152 |
|
6.0 |
(1) In a Schedule 13G filed with the
Securities and Exchange Commission on February 14, 2017, State Street
Corporation reported that, as of December 31, 2016, it had shared voting power
with respect to 45,814,616 shares of 3M common stock and shared dispositive
power with respect to 45,814,616 shares of 3M common stock. State Street Bank
and Trust Company, an affiliate of State Street Corporation, reported that, as
of December 31, 2016, acting in various capacities, it had shared voting power
with respect to 36,432,004 shares of 3M common stock and shared dispositive
power with respect to 36,432,004 shares of 3M common stock. Of these shares,
14,740,102 shares were held as trustee or investment manager for certain 3M
savings plan, including the Companys Voluntary Investment Plan and Employee
Stock Ownership Plan and the 3M Savings Plan, which are 401(k) retirement
savings plans. State Street Bank and Trust Company provides custody, investment
management, and corporate finance services to the Company and a number of
employee benefit plans sponsored by the Company and its affiliates. The 3M
Employee Retirement Income Plan, the 3M Voluntary Investment Plan and Employee
Stock Ownership Plan, the 3M Savings Plan, 3M Retiree Welfare Benefit Plan and
the 3M Employees Welfare Benefits Association (Trust II) Plan utilize State
Street Global Advisors, an affiliate of State Street Bank and Trust Company, as
an investment manager. State Street Bank and Trust Company also provides custody
services for the Companys defined contribution plans in the U.S. Further, State
Street Bank and Trust Company is a participant of 3M Companys $3.75 billion
revolving credit agreement dated March 9, 2016. In total, the Company and the
various employee benefit plans paid fees of $2.8 million to State Street Bank
and Trust Company and its affiliates in 2016. The fees paid are reviewed by the
Company (with respect to the credit agreement) and the fiduciaries of the
employee benefit plans and are determined to be reasonable for the services
provided.
(2) In a Schedule 13G/A filed with
the Securities and Exchange Commission on February 9, 2017, The Vanguard Group
reported that, as of December 31, 2016, it had sole voting power with respect to
937,201 shares, shared voting power with respect to 116,804 shares, sole
dispositive power with respect to 42,939,475 shares, and shared dispositive
power with respect to 1,047,936 shares. Vanguard provides investment management
services to the Companys defined contribution plans in the U.S. through
co-mingled mutual fund vehicles. The 3M Voluntary Investment Plan and Employee
Stock Ownership Plan and the 3M Savings Plan use these investments in their
defined contribution investment choices. Fees paid for investment management of
these funds are incorporated into the fund NAV on a daily basis and fully
disclosed as an expense ratio for the funds. As a result, these fees are paid by
participants in the Companys defined contribution plans and are not paid by the
Company. The total amount of the fees will fluctuate based on the plan
participant allocation decisions. The fees paid are reviewed by the fiduciaries
of the retirement plans and are determined to be reasonable for the services
provided.
(3) In a Schedule 13G/A filed with
the Securities and Exchange Commission on January 19, 2017, BlackRock, Inc.
reported that, as of December 31, 2016, it had sole voting power with respect to
30,650,815 shares and sole dispositive power with respect to 35,967,152 shares,
of which 15,781 shares were held as investment manager for the 3M Voluntary
Investment Plan and Employee Stock Ownership Plan and the 3M Savings Plan.
BlackRock, Inc. and its affiliates provide investment management services to
several employee benefit plans sponsored by the Company and its Canadian
affiliate. The 3M Employee Retirement Income Plan, the 3M Voluntary Investment
Plan and Employee Stock Ownership Plan, the 3M Savings Plan and the 3M Canada
Company Master Trust utilize these investment management services. In total, the
various employee benefit plans paid fees of $2.6 million in 2016 to BlackRock,
Inc. and its affiliates, a majority of which was paid by the participants in the
3M Voluntary Investment Plan and Employee Stock Ownership Plan. The fees paid
are reviewed by the fiduciaries of the employee benefit plans and are determined
to be reasonable for the services provided.
2017 Proxy
Statement | 73
Table of Contents
Section 16(a) Beneficial Ownership
Reporting Compliance
Section 16(a) of the Securities
Exchange Act of 1934 requires our directors and executive officers, and any
person owning more than 10 percent of the outstanding shares of 3M common stock,
to file with the Securities and Exchange Commission reports regarding their
ownership and changes in their ownership of our stock. As a practical matter, 3M
assists its directors and executive officers by monitoring transactions and
completing and filing Section 16 reports on their behalf. 3M believes that
during 2016, its directors and executive officers timely filed all required
Section 16(a) reports. In making this statement, 3M has relied upon examination of
copies of Forms 3, 4, and 5 and the written representations of its directors and
executive officers.
74 | 3M
Table of Contents
OTHER
INFORMATION
Proxy
Statement
The Board of Directors (the Board) of
3M Company, a Delaware corporation (3M or the Company) is soliciting proxies
for the Companys Annual Meeting of Stockholders. You are receiving a Proxy
Statement because you own shares of 3M common stock that entitle you to vote at
the meeting. By use of a proxy you can vote, whether or not you attend the
meeting. The Proxy Statement describes the matters
we would like you to vote on and provides information on those matters so you
can make an informed decision.
The information included in this Proxy
Statement relates to proposals to be voted on at the meeting (if properly
presented), the voting process, 3Ms Board and Board committees, the
compensation of directors and certain executive officers, and other required
information.
Purpose of the Annual
Meeting |
The purpose of the Annual Meeting is to
elect the directors identified in this Proxy Statement and to conduct the
business described in the Notice of Annual Meeting.
How do I attend the 2017 Annual
Meeting? What do I need to bring?
Only stockholders who held shares of 3M
common stock as of the close of business on March 14, 2017, the record date, are
invited to attend the Annual Meeting. To attend the meeting, you will need to
bring an admission ticket and a valid government issued photo identification.
You will need to print an admission ticket in advance by visiting
www.proxyvote.com and following the instructions there. You will need the
16-digit control number to access www.proxyvote.com. You can find your control
number on:
● |
your proxy card included in
this Proxy Statement if it was mailed to
you; |
● |
your Notice of Internet
Availability of Proxy Materials if you
received proxy materials via electronic delivery; or |
● |
your voting instruction card
if you hold your shares in street name
through a broker or other nominee. |
If you are not a record date
stockholder, you may be admitted to the meeting only if you have a valid legal
proxy from a record date stockholder who has obtained an admission ticket. You
must present that proxy and admission ticket, as well as a valid government
issued photo identification, at the entrance to the meeting.
On the day of the meeting, an admission
ticket, along with a valid government issued photo identification such as a
drivers license or passport, must be presented in order to be admitted to the
Annual Meeting. Please note that seating is limited, and admission is on a
first-come, first-served basis.
For questions about admission to the Annual
Meeting, please contact us at 1-800-3M HELPS (1-800-364-3577).
If you do not provide photo
identification or comply with the other procedures outlined here, you will not
be admitted to the Annual Meeting.
Use of cameras, recording devices, computers
and other electronic devices, such as smartphones and tablets, will not be
permitted at the meeting. For security reasons, you will be required to enter
through a metal detector before being granted access to the meeting. No large
bags or packages are allowed at the meeting.
How do I listen to the live
webcast?
If you are unable to attend the Annual
Meeting, you can listen to the live webcast of the business portion of the
meeting by visiting http://investors.3M.com, or www.3M.com under Investor
Relations Annual Meeting Live Webcast.
2017 Proxy
Statement | 75
Table of Contents
Information About the Notice of Internet Availability of Proxy
Materials |
Why did I receive a Notice of
Internet Availability of the proxy materials and not the printed proxy
materials?
The Securities and Exchange Commission
allows companies to furnish their proxy materials to stockholders over the
Internet. As a result, we are mailing to many of our stockholders a Notice of
Internet Availability of Proxy Materials instead of a paper copy of the proxy
materials. In addition, we are providing the notice and proxy materials by
e-mail to some of our stockholders who previously consented to electronic
delivery of proxy materials. Those stockholders should have received an e-mail
containing a link to the Web site where the proxy materials are available, as
well as a link to the proxy voting Web site. All stockholders receiving the
Notice of Internet Availability of Proxy Materials will have the ability to
access the proxy materials over the Internet and to request to receive a paper
copy of the proxy materials by mail. Instructions on how to access the proxy
materials over the Internet or to request a paper copy may be found in the
notice. In addition, the notice contains instructions on how you may request to
receive proxy materials in printed form by mail or to access them electronically
in connection with future distributions of proxy materials. Distributing proxy
materials electronically conserves natural resources and reduces the costs of
printing and distributing our proxy materials.
Why did I receive a printed copy of
the proxy materials and not the Notice of Internet Availability of Proxy
Materials?
We are providing some of our
stockholders, including stockholders who have previously requested to receive
paper copies of the proxy materials, with paper copies of the proxy materials
instead of the Notice of Internet Availability of Proxy Materials.
How do I view the proxy materials
online?
Go to www.proxyvote.com and follow the
instructions to view the materials. You will need to provide the control number
printed in the box marked by the arrow located on your Notice of Internet
Availability of Proxy Materials (see example below the information in the box
is an example only your number will be different and is unique to
you).
|
|
1234 5678 9012
3456 |
What if I prefer to receive a paper
copy of the proxy materials?
You can easily request a paper copy of
the proxy materials (including the Notice of Annual Meeting, Proxy Statement,
and 2016 Annual Report) at no cost by using one of the three methods below. You
will need to provide the control number printed in the box marked by the arrow
located on your Notice of Internet Availability of Proxy Materials (see example
above the information in the box is an example only your number will be
different and is unique to you).
|
● |
By INTERNET at www.proxyvote.com; |
|
● |
By TELEPHONE, toll-free at 1-800-579-1639;
or |
|
● |
By sending an E-MAIL to sendmaterial@proxyvote.com
(simply provide in the subject line the control number printed in the box marked by the arrow from your Notice
of Internet Availability of Proxy Materials; no other information is necessary). |
Can I request to receive my Notice
of Internet Availability of Proxy Materials by e-mail rather than by
mail?
You may request to receive proxy
materials for future meetings by e-mail via www.proxyvote.com or www.investordelivery.com
and follow the electronic delivery enrollment instructions. If you choose to
access future proxy materials electronically, you will receive an e-mail with
instructions containing a link to the Web site where those materials are
available and a link to the proxy voting Web site. Your election to access proxy
materials by e-mail will remain in effect until you terminate it.
Please note that you MAY NOT USE your Notice of Internet Availability of Proxy Materials to vote your shares; it is NOT a form for voting. If you return the
Notice of Internet Availability of Proxy Materials in an attempt to vote your shares, that vote will not count.
For more information about the Notice
of Internet Availability of Proxy Materials, please visit: www.sec.gov/spotlight/proxymatters/e-proxy.shtml
76 | 3M
Table of Contents
Stockholders Entitled to
Vote |
Each share of our common stock
outstanding as of the close of business on March 14, 2017, the record date, is
entitled to one vote at the Annual Meeting on each matter properly brought
before the meeting. As of that date, there were 597,596,831 shares of common
stock issued and outstanding.
Most 3M stockholders hold their shares
through a broker, bank, trustee, or other nominee (which for simplicity we refer
to as a broker or other nominee) rather than directly in their own name. As
summarized below, there are some distinctions between shares held of record and
those owned beneficially:
STOCKHOLDER OF RECORD |
|
If your shares are registered
directly in your name with 3Ms transfer agent, Wells Fargo Bank, N.A.,
you are considered the stockholder of record of those shares and the
Notice of Internet Availability of Proxy Materials, or if you requested
paper delivery, a copy of these proxy materials are being sent directly to
you by 3M. As the stockholder of record, you have the right to grant your
voting proxy directly to 3M or to vote in person at the meeting. You may
also vote on the Internet or by telephone, as described in the Notice of
Internet Availability of Proxy Materials and below under the heading
Voting Methods. |
BENEFICIAL OWNER |
|
If your shares are held by a
broker or other nominee, you are considered the beneficial owner of shares
held in street name and these proxy materials are being forwarded to you
by your broker or other nominee who is considered the stockholder of
record of those shares. As the beneficial owner, you have the right to
direct your broker or other nominee on how to vote and are also invited to
attend the meeting. However, since you are not the stockholder of record,
you may not vote these shares in person at the meeting, unless you obtain
a legal proxy from the broker or other nominee. Your broker or other
nominee is obligated to provide you with a voting instruction card for you
to use. You may also vote on the Internet or by telephone, as described in
the Notice of Internet Availability of Proxy Materials and below under the
heading Voting Methods. If you fail to provide voting instructions to
your broker or other nominee, it will have discretion to vote your shares
with respect to Proposal 2, but not with respect to Proposals 1, 3, 4, or
5, as described below under Voting Requirements to Elect Directors and
Approve Each of the Proposals Described in this Proxy Statement.
|
PLAN ACCOUNTS |
|
If your shares are held in your
account in the 3M Voluntary Investment Plan and Employee Stock Ownership
Plan or the 3M Savings Plan, you are considered the beneficial owner of
these shares and the trustee of the plans is considered the stockholder of
record. Participants in 3Ms Voluntary Investment Plan and Employee Stock
Ownership Plan or the 3M Savings Plan may direct the trustee on how to
vote the shares allocated to their account via the Internet, by telephone,
or by signing and submitting the proxy card as described in the Notice of
Internet Availability of Proxy Materials and below under the heading
Voting Methods. Participants in 3Ms Voluntary Investment Plan and
Employee Stock Ownership Plan or the 3M Savings Plan may also direct the
trustee how to vote a proportionate number of allocated shares of common
stock for which it has not received direction by following the same voting
instructions. If you fail to direct the trustee how to vote your shares by
following these instructions, the trustee will vote your shares as
described in the proxy card. |
Proposals you are Asked to Vote on and the Boards Voting
Recommendations |
The following proposals are included in
this Proxy Statement and are scheduled to be voted on at the meeting. 3Ms Board
recommends that you vote your shares as indicated below.
PROPOSALS: |
|
THE
BOARDS VOTING RECOMMENDATIONS: |
|
RATIONALE FOR SUPPORT: |
|
FOR FURTHER DETAILS: |
1. |
Elect the eleven directors identified in this Proxy
Statement, each for a term of one year. |
|
FOR each nominee to the Board |
|
Our nominees are distinguished leaders who bring a mix of
skills and qualifications to the Board and can represent the Interests of
all stockholders. |
|
Page 6 |
2017 Proxy
Statement | 77
Table of Contents
PROPOSALS: |
|
THE
BOARDS VOTING RECOMMENDATIONS: |
|
RATIONALE FOR SUPPORT: |
|
FOR FURTHER DETAILS: |
2. |
Ratify the
appointment of PricewaterhouseCoopers LLP as 3Ms independent registered
public accounting firm for 2017. |
|
FOR |
|
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 stockholders to retain PwC. |
|
Page 31 |
3. |
Approve, on an advisory basis, the compensation of our
named executive officers. |
|
FOR |
|
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. |
|
Page 35 |
4. |
Approve, on an advisory basis, the frequency of advisory
votes on executive compensation. |
|
Every 1 year |
|
The Board believes that annual votes will provide the
clearest and most useful feedback from stockholders to the Company and the
Compensation Committee in this important area. |
|
Page 36 |
5. |
Stockholder proposal on Implementation of Holy Land
Principles, if properly presented at the meeting. |
|
AGAINST |
|
See the Boards opposition statement. |
|
Page
70 |
Other than the proposals described in
this Proxy Statement, the Board is not aware of any other matters to be
presented for a vote at the Annual Meeting. If you grant a proxy by telephone,
Internet, or by signing and returning your proxy card, any of the persons
appointed by the Board as proxy holders Nicholas C. Gangestad, Gregg M.
Larson, and Inge G. Thulin will have the discretion to vote your shares on any additional matters properly
presented for a vote at the meeting. If any of our nominees is unavailable as a
candidate for director, the above-named proxy holders will vote your proxy for
another candidate or candidates as may be nominated by the Board of
Directors.
Voting Requirements to Elect Directors and Approve Each
Of The Proposals Described In This Proxy
Statement |
QUORUM |
|
The presence of the holders of a
majority of the outstanding shares of common stock entitled to vote at the
Annual Meeting, present in person or represented by proxy, is necessary to
constitute a quorum. Abstentions and broker non-votes are counted as
present for purposes of determining a quorum. As discussed below, a
broker non-vote occurs when a broker or other nominee holding shares for
a beneficial owner does not vote on a particular proposal because the
broker or other nominee does not have discretionary voting power for that
proposal and has not received instructions from the beneficial
owner. |
BROKER VOTING |
|
Under New York Stock Exchange
(NYSE) rules, brokers have discretionary authority to vote their
clients shares in routine matters (including Proposal 2, the
ratification of PwC as our independent registered public accounting firm)
so long as the beneficial owner of those shares did not provide voting
instructions to the broker at least ten days before the stockholder
meeting. Director elections, stockholder proposals, and executive
compensation matters, including say-on-pay proposals and the equity
compensation plan, are not considered routine matters for these
purposes. As a result, if you do not provide your broker with instructions
as to how to vote your shares, your broker will be prohibited from voting
on Proposals 1, 3, 4, and 5, resulting in a broker non-vote with respect
to those proposals.
If you are a beneficial owner
(other than as a participant in the 3M Voluntary Investment Plan and
Employee Stock Ownership Plan or the 3M Savings Plan), your broker or
other nominee is permitted to vote your shares on the ratification of
PricewaterhouseCoopers LLP as our independent registered public accounting
firm for 2017, even if it does not receive voting instructions from
you. |
78 | 3M
Table of Contents
ELECTION OF DIRECTORS |
|
In accordance with 3Ms Bylaws, each director is elected
by the vote of the majority of votes cast (which means the number of votes
cast for a directors election exceeds the number of votes cast
against that directors election, with abstentions and broker
non-votes not counted as a vote cast either for or against that
directors election) with respect to that directors election at any
meeting for the election of directors at which a quorum is present.
However, if the number of nominees exceeds the number of directors to be
elected (a Contested Election) as of the tenth (10th) day preceding the
date the Company first mails its notice of the meeting to its
stockholders, the directors shall be elected by the vote of a plurality of
the votes cast (which means that the nominees who receive the most
affirmative votes will be elected to serve as directors).
For an election where the majority vote standard applies,
the Nominating and Governance Committee has established procedures under
which any incumbent director who is not elected shall offer to tender his
or her resignation to the Board. In the event an incumbent director fails
to receive a majority of the votes cast in an election that is not a
Contested Election, the Nominating and Governance Committee, or such other
committee designated by the Board of Directors, shall make a
recommendation to the Board of Directors as to whether to accept or reject
the resignation of such incumbent director, or whether other action should
be taken. The Board of Directors shall act on the resignation, taking into
account the Committees recommendation, and publicly disclose (by issuing
a press release and filing appropriate disclosure with the Securities and
Exchange Commission) its decision regarding the resignation and, if such
resignation is rejected, the rationale behind the decision within ninety
(90) days following certification of the election results. The Nominating
and Governance Committee in making its recommendation and the Board of
Directors in making its decision each may consider any factors and other
information that they consider appropriate and relevant.
An incumbent director who fails to receive a majority of
the votes cast in an election that is not a Contested Election (as defined
above) and who tenders his or her resignation pursuant to the procedures
described above shall remain active and engaged in Board activities while
the Nominating and Governance Committee and the Board decide whether to
accept or reject such resignation, or whether other action should be
taken. However, it is expected that such incumbent director shall not
participate in any proceedings by the Nominating and Governance Committee
or the Board regarding whether to accept or reject such directors
resignation, or whether to take other action with respect to such
director.
If the Board of Directors accepts a directors
resignation, or if a nominee for director is not elected and the nominee
is not an incumbent director, then the Board of Directors may fill the
resulting vacancy pursuant to the Bylaws. |
ALL OTHER PROPOSALS |
|
The
affirmative FOR vote of a majority of those shares present in person or
represented by proxy at the meeting and entitled to vote on the matter is
required to approve Proposals 2, 3, and 5. Proposal 4, with multiple
choices, is subject to a plurality vote standard. In tabulating the voting
result for any particular proposal, abstentions and, if applicable,
broker non-votes are not counted as votes FOR or AGAINST the
proposal. An abstention will, however, be counted as entitled to vote on a
proposal and will, therefore, have the effect of a vote
AGAINST. |
If you hold shares directly as the
stockholder of record, you may vote by granting a proxy or by voting in person
at the Annual Meeting by requesting a ballot. If you hold shares beneficially in
street name, you may vote by submitting voting instructions to your broker or
other nominee or in person at the Annual Meeting by requesting a legal proxy
from your broker or other nominee. If you own shares beneficially as a
participant in the 3M Voluntary Investment Plan and Employee Stock Ownership
Plan or the 3M Savings Plan, you may vote by submitting voting instructions to
the trustee. In most instances, you will be able
to do this over the Internet, by telephone, or by mail. Even if you plan to
attend the Annual Meeting, we recommend that you vote your shares in advance as
described below so that your vote will be counted if you later decide not to
attend the Annual Meeting.
Please refer to the summary
instructions below and those included on your Notice of Internet Availability of
Proxy Materials or proxy card or, for shares held in street name, the voting
instruction card provided by your broker or other nominee.
2017 Proxy
Statement | 79
Table of Contents
The Internet and telephone voting
procedures are designed to authenticate stockholders by use of a control number
and to allow you to confirm that your instructions have been properly recorded.
If you vote by telephone or on the Internet, you do not need to return your
proxy card. Telephone and Internet voting for stockholders of record will be
available 24 hours a day, up until 11:59 p.m., Eastern Daylight Time, on May 8, 2017. Participants in 3Ms Voluntary
Investment Plan and Employee Stock Ownership Plan and the 3M Savings Plan may
instruct the trustee how to vote their shares via the Internet, by telephone, or
by signing and returning the proxy card by 11:59 p.m., Eastern Daylight Time, on
May 7, 2017.
VOTE BY
INTERNET
www.proxyvote.com |
|
If you have Internet access, you
may submit your proxy from any location in the world 24 hours a day, 7
days a week. Have your proxy card or the Notice of Internet Availability
of Proxy Materials in hand when you access the Web site and follow the
instructions to obtain your records and to create an electronic voting
instruction form. |
VOTE BY
TELEPHONE
1-800-690-6903 |
|
If you live in the United States,
you may use any touch-tone telephone to vote your proxy toll-free 24 hours
a day, 7 days a week. Have your proxy card or the Notice of Internet
Availability of Proxy Materials in hand when you call and follow the
instructions. |
VOTE BY
MAIL
Sign
and mail your proxy card |
|
You may vote by signing and
submitting your proxy card to the Company. If you provide specific voting
instructions in your proxy card, your shares will be voted as you
instruct. If you sign your proxy card, but do not provide voting
instructions, your shares will be voted as the Board recommends. Mark,
sign, and date your proxy card and return it in the postage-paid envelope
provided so that it is received by May 8, 2017 (or by May 7, 2017 for
participants in the 3M Voluntary Investment Plan and Employee Stock
Ownership Plan and the 3M Savings Plan), to 3M Company, c/o Broadridge, 51
Mercedes Way, Edgewood, NY 11717. For shares held in street name, you may
direct your broker or other nominee on how to vote your shares by
following the instructions set forth in the voting instruction card that
your broker or other nominee has provided. |
VOTE IN
PERSON
May 9, 2017 - 8:30 a.m., Eastern Daylight Time
Conrad Indianapolis 50 West
Washington Street Indianapolis, Indiana 46204 |
|
If you are a stockholder of
record, you may grant your proxy to 3M or vote in person at the Annual
Meeting by requesting a ballot at the meeting. If you are a street name
holder, you may vote in person at the Annual Meeting only if you obtain a
legal proxy from your broker or other nominee. |
ALL SHARES THAT HAVE BEEN PROPERLY VOTED AND
NOT REVOKED WILL BE VOTED AT THE ANNUAL
MEETING. |
You may change your proxy voting
instructions at any time prior to the vote at the Annual Meeting. You may enter
a new vote by using the Internet or the telephone or by mailing a new proxy card
or new voting instruction card bearing a later date (which will automatically
revoke your earlier voting instructions), so long as the new vote is received before the deadlines described above under the
heading Voting Methods. You may also change your vote by granting a new proxy
or by voting in person at the Annual Meeting.
80 | 3M
Table of Contents
In the election of directors, you may
vote FOR or AGAINST one or more of the nominees or you may ABSTAIN.
Abstentions will have no effect on the outcome of the election of directors. For
Proposals 2, 3, and 5, you may vote FOR, AGAINST, or ABSTAIN, but please
note that abstentions will have the same effect as a vote AGAINST. Proposal 4,
with multiple choices, is subject to a plurality vote standard. If you sign your
proxy card or broker voting instruction card but provide no voting instructions, your shares will be voted in accordance
with the recommendations of the Board. Shares held in your account in the 3M
Voluntary Investment Plan and Employee Stock Ownership Plan or the 3M Savings
Plan will be voted by the trustee as described in Stockholders Entitled to
Vote beginning on page 77.
Representatives of Broadridge Financial
Solutions, Inc. will tabulate the votes and act as the inspectors of
election.
The Companys Board of Directors has a
policy that all stockholder proxies, ballots, and tabulations that identify
stockholders are to be maintained in confidence. No such document will be
available for examination, and the identity and vote of any stockholder will not
be disclosed, except as necessary to meet legal requirements and allow the inspectors of election to certify the results of the
stockholder vote. The policy also provides that inspectors of election for
stockholder votes must be independent and cannot be employees of the Company.
Occasionally, stockholders provide written comments on their proxy card that may
be forwarded to 3M management.
We will issue a press release
announcing the preliminary voting results for items of business properly
presented at the meeting and will disclose the results for those items in a
Current Report on Form 8-K filed with the Securities and Exchange Commission within four business days of the Annual Meeting
date. The press release with voting results will also be available on our Web
site at www.3M.com/profile/pressbox/index.jhtml.
Delivery of Documents to Stockholders Sharing an
Address |
Securities and Exchange Commission
rules allow us to deliver a single copy of an annual report and proxy statement
to any household not participating in electronic proxy material delivery at
which two or more stockholders reside, if we believe the stockholders are
members of the same family (a practice called householding). We believe that
householding benefits both you and the Company by eliminating duplicate mailings
to stockholders living at the same address and by reducing our printing and
mailing costs. Each stockholder will continue to receive a separate proxy card
or voting instruction card.
Your household may have received a
single set of proxy materials this year. If you prefer to receive your own copy
now or in future years, please request a duplicate set by calling
1-800-579-1639, by going to www.proxyvote.com, by e-mailing
sendmaterial@proxyvote.com, or by writing to 3M Company, c/o Broadridge, 51
Mercedes Way, Edgewood, NY 11717. Alternatively,
if your household received multiple sets of proxy materials this year, and
members of your household who are entitled to receive proxy materials would all
prefer to receive only a single set of proxy materials, you may submit such a
request as specified in the preceding sentence.
If a broker or other nominee holds your
shares, you may continue to receive some duplicate mailings. Certain brokers
will eliminate duplicate account mailings by allowing stockholders to consent to
such elimination, or through implied consent if a stockholder does not request
continuation of duplicate mailings. Since not all brokers and nominees may offer
stockholders the opportunity this year to eliminate duplicate mailings, you may
need to contact your broker or other nominee directly to discontinue duplicate
mailings to your household.
2017 Proxy
Statement | 81
Table of Contents
A list of the stockholders of record
entitled to vote at the Annual Meeting will be available for inspection at the
Annual Meeting for any purpose germane to the meeting. The list also will be
available for ten days prior to the meeting
between the hours of 7:45 a.m. and 4:30 p.m., Eastern Daylight Time, at our
offices at Aearo Technologies, 7911 Zionsville Road, Indianapolis, Indiana
46268, by contacting the Secretary of the Company.
Cost of Proxy
Solicitation |
3M will pay for the cost of preparing,
assembling, printing, mailing, and distributing these proxy materials. You will
need to obtain your own Internet access if you choose to access the proxy
materials and/or vote over the Internet. In addition to mailing these proxy
materials, the solicitation of proxies or votes may be made in person, by
telephone, or by electronic communication by our directors, officers, and
employees, who will not receive any additional compensation for these
solicitation activities. We have hired Georgeson
Shareholder Communications, Inc. to assist us in the distribution of proxy
materials and the solicitation of votes. We will pay Georgeson Shareholder
Communications, Inc. a fee of $20,000 plus expenses for these services. We will
also reimburse brokerage houses and other custodians, nominees, and fiduciaries
for their reasonable out-of-pocket expenses for forwarding proxy and
solicitation materials to beneficial owners of stock.
Our transfer agent is Wells Fargo Bank,
N.A. All communications concerning stockholders of record accounts, including
address changes, name changes, common stock transfer requirements, and similar
issues can be handled by contacting Wells Fargo
Bank, N.A. at 1-800-401-1952 (U.S.), 651-450-4064 (outside the U.S.),
www.shareowneronline.com, or in writing, P.O. Box 64854, St. Paul, MN
55164-0854.
Requirements for Submission of
Stockholder Proposals for Next Years Annual Meeting
In order for a stockholder proposal to
be considered for inclusion in 3Ms Proxy Statement for next years Annual
Meeting, our Corporate Secretary must receive the proposal by November 22, 2017.
Such proposals must be sent via registered, certified, or express mail (or other
means that allows the stockholder to determine when the proposal was received by
the Company) to: Gregg M. Larson, Vice President, Deputy General Counsel and
Secretary, 3M Company, 3M Center, Building 220-14W-06, St. Paul, MN 55144-1000.
Such proposals must comply with the Securities and Exchange Commissions
regulations regarding the inclusion of stockholder proposals in Company
sponsored proxy materials, such as the stockholder continuing to own a minimum
number of shares until the Annual Meeting and appearing in person or through an
authorized representative at the meeting to present the proposal.
Alternatively,
stockholders intending to present a proposal at next years Annual Meeting
without having it included in the Companys Proxy Statement must comply with the
requirements set forth in the Companys Bylaws, a
copy of which is available at www.3M.com under Investor Relations Governance.
Our Bylaws require, among other things, that our Corporate Secretary receive
written notice from the stockholder no earlier than the close of business on
November 22, 2017, and no later than the close of business on December 22, 2017.
The notice must contain the information required by our Bylaws.
Proposals received by the Corporate
Secretary after the dates mentioned will not be included in the Proxy Statement
or acted upon at next years Annual Meeting.
By Order of the Board of Directors.
Gregg M. Larson
Vice President, Deputy General Counsel and
Secretary
82 | 3M
Table of
Contents
APPENDIX A - SUPPLEMENTAL FINANCIAL
INFORMATION NON-GAAP MEASURES
Reconciliation of
GAAP to Non-GAAP Financial Measures
(Millions, except per-share
amounts)
(Unaudited)
In addition to discussing certain
financial results determined in accordance with U.S. generally accepted
accounting principles (GAAP), the Company also discusses certain non-GAAP
measures. The reconciliation provided below reconciles the non-GAAP financial
measures with the most directly comparable GAAP financial measures for the
twelve months ended December 31:
MAJOR GAAP CASH FLOW CATEGORIES |
2016 |
|
2015 |
Net cash provided by operating
activities |
$6,662 |
|
|
$6,420 |
|
Net cash used in investing
activities |
(1,403 |
) |
|
(2,817 |
) |
Net
cash used in financing activities |
(4,626 |
) |
|
(3,648 |
) |
|
FREE CASH FLOW (NON-GAAP MEASURE) |
2016 |
|
2015 |
Net cash provided by operating
activities |
$6,662 |
|
|
$6,420 |
|
Purchases of property, plant and equipment |
(1,420 |
) |
|
(1,461 |
) |
Free Cash Flow(a) |
$5,242 |
|
|
$4,959 |
|
Net
Income Attributable to 3M |
$5,050 |
|
|
$4,833 |
|
Free Cash Flow Conversion(a) |
104 |
% |
|
103 |
% |
(a) Free cash flow and free cash
flow conversion are not defined under U.S. GAAP. Therefore, they should not be
considered a substitute for income or cash flow data prepared in accordance with
U.S. GAAP and may not be comparable to similarly titled measures used by other
companies. The Company defines free cash flow as net cash provided by operating
activities less purchases of property, plant and equipment. It should not be
inferred that the entire free cash flow amount is available for discretionary
expenditures. The Company defines free cash flow conversion as free cash flow
divided by net income attributable to 3M. The Company believes free cash flow
and free cash flow conversion are meaningful to investors as they function as
useful measures of performance and the Company uses these measures as an
indication of the strength of the Company and its ability to generate
cash.
2017 Proxy
Statement | 83
Table of Contents
RETURN ON INVESTED CAPITAL (NON-GAAP
MEASURE) |
|
2016 |
|
2015 |
Net income including non-controlling
interest |
|
$5,058 |
|
$4,841 |
Interest expense (after-tax)(1) |
|
143 |
|
106 |
Adjusted net income (return) |
|
$5,201 |
|
$4,947 |
Average shareholders equity (including
non-controlling interest)(2) |
|
$11,316 |
|
$12,484 |
Average short-term and long-term
debt(3) |
|
11,725 |
|
9,266 |
Average invested capital |
|
$23,041 |
|
$21,750 |
Return on Invested Capital(b) |
|
22.6% |
|
22.7% |
(1)
Effective income tax rate used for interest expense |
|
28.3% |
|
29.1% |
(2) Calculation of average equity (includes
non-controlling interest) |
|
|
|
|
Ending total equity as of: |
|
|
|
|
March 31 |
|
$11,495 |
|
$13,673 |
June 30 |
|
11,658 |
|
12,851 |
September
30 |
|
11,769 |
|
11,945 |
December
31 |
|
10,343 |
|
11,468 |
Average total equity |
|
$11,316 |
|
$12,484 |
(3) Calculation of average debt |
|
|
|
|
Ending short-term and long-term debt as
of: |
|
|
|
|
March 31 |
|
$11,139 |
|
$6,566 |
June 30 |
|
11,749 |
|
8,484 |
September
30 |
|
12,361 |
|
11,216 |
December
31 |
|
11,650 |
|
10,797 |
Average short-term and long-term debt |
|
$11,725 |
|
$9,266 |
(b) Return on Invested Capital
(ROIC) is not defined under U.S. generally accepted accounting principles.
Therefore, ROIC should not be considered a substitute for other measures
prepared in accordance with U.S. GAAP and may not be comparable to similarly
titled measures used by other companies. The Company defines ROIC as adjusted
net income (net income including non-controlling interest plus after-tax
interest expense) divided by average invested capital (equity plus debt). The
Company believes ROIC is meaningful to investors as it focuses on shareholder
value creation.
84 | 3M
Table of Contents
ADMISSION TICKET AND PHOTO ID
REQUIRED FOR THE ANNUAL MEETING
Please note that you will need an
admission ticket and a valid photo ID to attend the Annual Meeting. For more
details, please read Annual Meeting Admission on page 75 of the Proxy
Statement.
Table of Contents
Table of
Contents
Time and
Date
8:30 a.m., Eastern
Daylight Time
Tuesday, May 9, 2017
Place
Conrad
Indianapolis
50 West Washington Street
Indianapolis, Indiana
46204
|
This Proxy Statement was printed on recycled paper with soy based inks in a facility that uses 100%
renewable wind energy. |