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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 4, 2025
3M COMPANY
(Exact Name of Registrant as Specified in Its Charter)
| | | | | | | | | | | | | | |
Delaware | | File No. 1-3285 | | 41-0417775 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | |
3M Center, St. Paul, Minnesota | | | | 55144-1000 |
(Address of Principal Executive Offices) | | | | (Zip Code) |
(Registrant’s Telephone Number, Including Area Code) (651) 733-1110
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| | | | | |
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, Par Value $.01 Per Share | | MMM | | New York Stock Exchange |
| | MMM | | Chicago Stock Exchange, Inc. |
1.500% Notes due 2026 | | MMM26 | | New York Stock Exchange |
1.750% Notes due 2030 | | MMM30 | | New York Stock Exchange |
1.500% Notes due 2031 | | MMM31 | | New York Stock Exchange |
Note: The common stock of the Registrant is also traded on the SIX Swiss Exchange.
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Michael F. Roman, Executive Chairman of the Board of Directors of 3M Company (“3M”), announced February 4, 2025, that he will retire as Executive Chairman of the Board of Directors, and as a Director, effective March 1, 2025. Mr. Roman has agreed to continue to serve as Executive Advisor to the Board of Directors until his retirement from 3M on May 1, 2025.
Also on February 4, 2025, the 3M Board of Directors appointed William M. Brown, Chief Executive Officer of 3M, to serve as Chairman of the Board of Directors of 3M, effective March 1, 2025.
In addition, on February 4, 2025, Amy E. Hood announced that she does not intend to stand for re-election as a director at 3M’s 2025 annual shareholder meeting.
(d) On February 4, 2025, the 3M Board of Directors elected David P. Bozeman to 3M’s Board of Directors, effective February 6, 2025. Mr. Bozeman is the President and Chief Executive Officer of C.H. Robinson Worldwide, Inc.
The Board has determined that Mr. Bozeman is an independent director under the New York Stock Exchange listing standards and the Company’s director independence guidelines, as set forth in its Corporate Governance Guidelines (available on 3M’s website at www.3M.com, under Investor Relations — Governance — Corporate Governance).
Mr. Bozeman will participate in the compensation program for non-employee directors as described on pages 57-60 of 3M’s proxy statement for its 2024 annual meeting of stockholders that was held May 14, 2024 (filed with the Securities and Exchange Commission on March 27, 2024).
The Board has appointed Mr. Bozeman to the Science, Technology & Sustainability Committee of the Board, effective February 6, 2025.
A copy of 3M’s press release announcing these changes is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| | | | | | | | |
Exhibit Number | | Description |
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | | | | |
| 3M COMPANY |
| |
| By: | /s/ Kevin H. Rhodes |
| | |
| | Kevin H. Rhodes |
| | Executive Vice President, Chief Legal Affairs Officer, and Secretary |
Dated: February 10, 2025
3M Announces New Board Appointments
•William Brown to become Chairman of the Board of Directors
•Mike Roman to retire as Executive Chairman and Director and become Executive Advisor to the Board
•David Bozeman elected to the Board
•Amy Hood does not intend to stand for reelection
ST. PAUL, Minn. – February 10, 2025 – 3M (NYSE: MMM) announced today changes to its Board of Directors and Board leadership structure.
William M. “Bill” Brown, 3M’s Chief Executive Officer and Director, has been appointed by the Board to serve as its Chairman, effective March 1, 2025 in addition to his current responsibilities. Michael F. Roman, Executive Chairman of the Board of Directors, has announced his intention to retire as Executive Chairman, and as a Director, effective March 1, 2025. Mr. Roman has agreed to continue to serve as Executive Advisor to the Board until his retirement from 3M on May 1, 2025.
“Today’s decision underscores the Board’s confidence in Bill’s vision for 3M and strong leadership of the company as chief executive officer and chairman of the board,” said Jim Fitterling, 3M’s lead independent director. “I thank Mike for his leadership in guiding 3M through significant challenges and transformation, and for his strong support of the transition to Bill as CEO and now Chairman.”
“It’s an honor to be appointed as Chairman of the Board and for the opportunity to further focus on 3M’s bright future and our growth, operational excellence and capital deployment priorities,” said Brown. “I also want to express my thanks and appreciation to Mike for his leadership and partnership, especially in his role as executive chairman as I’ve made the transition to 3M.”
“I am proud of 3M, our people, and what we’ve accomplished together,” said Roman. “I’m confident that Bill will build on this strong foundation as he leads 3M into the future.”
3M also announced today that David P. Bozeman, President and Chief Executive Officer, C.H. Robinson Worldwide, Inc., has been elected to 3M's Board of Directors, effective February 6, 2025. He also has been appointed as a member of the Science, Technology and Sustainability Committee of the Board.
Mr. Bozeman has served as President and Chief Executive Officer, and a director, of C.H. Robinson since 2023.
He previously served as Vice President, Ford Customer Service Division, and Vice President, Enthusiast Vehicles, for Ford Blue of Ford Motor Company, from 2022 to 2023. Prior to joining Ford, he served as Senior Vice President, Amazon Transportation Services of Amazon.com, Inc. from 2017 to 2022. Before that, he held roles of increasing seniority at Caterpillar, Inc. from 2008 to 2016, ultimately serving as Senior Vice President Enterprise Systems. Earlier in his career, he spent 16 years at Harley-Davidson, Inc. from 1992 to 2008.
Mr. Bozeman serves on the Boards of Directors of The Brookings Institution and The Conservation Fund, and he also served on the Board of Directors of Weyerhaeuser from 2015 to 2017.
Mr. Bozeman received an MS in Engineering Management from the Milwaukee School of Engineering and a BS in Manufacturing Design from Bradley University.
“Dave brings to the 3M Board 30-plus years of experience and leadership at industry-leading companies, with a focus across supply chains, manufacturing, digital, and customer service, along with expertise in reinventing complex operating models,” said Brown. “His insights will be invaluable to our board, shareholders, and customers, and I look forward to working with him.”
3M also announced today that Amy E. Hood, a 3M Director since 2017, does not intend to stand for re-election as a director at 3M’s 2025 annual shareholder meeting. “Amy’s guidance and leadership have been instrumental in helping build a foundation for success as 3M moves into the future,” said Brown. “We thank Amy for her many contributions to 3M during her eight years of service on the 3M Board.”
About 3M
3M believes science helps create a brighter world for everyone. By unlocking the power of people, ideas, and science to reimagine what’s possible, our global team uniquely addresses the opportunities and challenges of our customers, communities, and planet. Learn how we’re working to improve lives and make what’s next at 3M.com/news.
Media Contacts:
Sean Lynch, Slynch2@mmm.com
Investor Contacts:
Diane Farrow, 612-202-2449
or
Eric Herron, 651-233-0043
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