3M Company filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$MMM
Medical/Dental Instruments
Health Care
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
(Exact Name of Registrant as Specified in Its Charter)
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(Registrant’s Telephone Number, Including Area Code) (651 ) 733-1110
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Securities registered pursuant to Section 12(b) of the Act:
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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