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DIRECTOR NOMINEES SKILLS AND EXPERIENCE

Proxy highlights Corporate governance highlights

DIRECTOR NOMINEES – DIVERSITY OF 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 key areas most relevant to 3M. The numbers indicated in parenthesesthe diagram below represent the number of director nominees who the Committee believes possess each of the skills and experiences.

	Leadership Significant leadership experience with understanding of complex global organizations, strategy, risk management, and how to drive change and growth.
	Manufacturing As a vertically integrated Company, manufacturing experience is important to understanding the operations and capital needs of the Company.
	Supply Chain Directors with expertise in the management of the upstream and downstream relationships with suppliers and customers provide important perspectives on achieving efficient operations.
	Technology As a diversified technology, science-based Company, directors with technology backgrounds understand 3M's 46 technology platforms and the importance of investing in new technologies for future growth.

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	Finance Financial metrics measures our performance. All directors must understand finance and financial reporting processes. All, but one, Audit Committee members qualify as “audit committee financial experts”.
	Global Global business experience is critical to 3M's international growth with 60 percent of sales from outside the U.S. in 2018.
	Risk Management Directors with experience in risk management and oversight, including cybersecurity, play an important role in the Board's oversight of risks.
	Marketing Organic growth is one of 3M's financial metrics and directors with marketing expertise provide important perspectives on developing new markets.

Table of ContentsSignificant Corporate Governance Actions

We recently implemented several changes that demonstrate our ongoing commitment to strong corporate governance practices:

Proxy Access

In November 2015, the Board adopted a new “Proxy Access for Director Nominations” bylaw that permits eligible stockholders to include in our proxy statement nominees for election to the 3M Board. Our decision to adopt proxy access grew out of an open and constructive dialogue with our stockholders, and we believe our proxy access framework strikes the right balance for 3M by ensuring that stockholder nominees to the Board are supported by long-term stockholders representing a significant, but attainable, proportion of outstanding shares. For additional information, please see page 16 in this Proxy Statement.

Board Refreshment

We regularly add directors to infuse new ideas and fresh perspectives into the boardroom. In the past five 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. Accordingly, we are pleased to announceAt the following directors whoAnnual Meeting, two nominees will be standing for election to the Boardboard for the first time at the Annual Meeting. David B. Dillontime. Dr. Dambisa Moyo, who joined the Board in August 2015,2018, holds a doctorate in economics from the University of Oxford and Gregory R. Pagehas expertise in examining the interplay of international business and Patricia A. Woertz joined the Boardglobal economy. Her background includes advising companies in February 2016. All three are accomplished business leaderstheir investment decisions, capital allocation and risk management. Prior to founding Mildstorm LLC, she worked at Goldman Sachs in various roles, including as an economist, and at the World Bank in Washington, D.C. The combination of her banking and financial services industry experience along with significant experience directly relevanther extensive knowledge of macroeconomics, geopolitics and global markets brings valuable insight to 3M’s strategic vision and business strategies. David B. Dillonthe 3M Board. A new nominee, Pamela J. Craig, is the retired Chairman of the Board and Chief ExecutiveFinancial Officer of The Kroger Co.Accenture plc, a global management consulting, technology services and brings vastoutsourcing company. She served as Accenture's CFO from 2006 through 2013, following her many other leadership roles at Accenture during her 34 years with the company. Her experience as CFO at a global Fortune 500 company, and her skills in leading one offinancial, audit, risk management, and governance matters, adds valuable expertise to the world’s largest retailers and a strong understanding of the customer’s point of view. Gregory A. 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.3M Board.

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Stockholder Outreach and Engagement

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

During 2018, members of senior management met with a cross-section of stockholders owning approximately 36 percent of our outstanding shares or approximately 55 percent of our institutional stockholders. The meetings included an overview of the Company and a discussion of the Company’s practices on corporate governance, including board refreshment and diversity, director evaluation, directors’ skills matrix, sustainability, succession planning, and board leadership structure. In general, investors viewed the Company’s governance practices favorably, including the Board’s leadership structure, the mix of tenure and overall diversity, and the disclosure regarding the Directors’ skill sets and qualifications. The feedback from these meetings was shared with the Board of Directors and helped inform the Board on corporate governance practices and trends. Although stockholder engagement is primarily a function of management, our lead independent director and executive chairman attended some of these meetings.

PROPOSAL

Ratification of the Appointment of Independent Registered Public Accounting Firm for 2019 ●Ratify the appointment of PricewaterhouseCoopers LLP as 3M’s independent registered public accounting firm for 2019. ●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.

"FOR" Page 42

Executive compensation

PROPOSAL

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

"FOR" Page 46

EXECUTIVE COMPENSATION2018 Financial Performance and Business Highlights

3M’s 2018 financial performance was achieved through growth and disciplined execution. Given the impact that certain events had on the Company’s 2018 financial performance, our results are shown below both as determined in accordance with GAAP (to the extent applicable) and excluding the following: (1) a charge primarily related to the remeasurement of a transition tax under the Tax Cuts and Jobs Act of 2017 (referred to as the “TCJA”) on previously unremitted earnings of non-U.S. subsidiaries, net of remeasurement of 3M’s deferred tax assets and liabilities considering the TCJA’s newly enacted tax rates and other impacts

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(referred to as the “Net TCJA Transition Tax”), (2) an $897 million ($770 million after-tax) charge related to the settlement of the previously disclosed Nature Resource Damages (NRD) lawsuit, including (a) $850 million for a grant to the State of Minnesota for a special “3M Grant for Water Quality and Sustainability Fund,” and (b) certain legal fees and other related obligations, and (3) the gains from the divestiture of substantially all of our Communication Markets Division, net of related actions (referred to as the “Net CMD Divestiture Gains”).

		Results Determined in Accordance with GAAP (to the Extent Applicable)		Results Excluding Impact of U.S. Tax Reform, the Net CMD Divestiture Gains and the Water Quality and Sustainability Grant
Earnings Per Share Growth		+12.1%		+8.6%*		●Excluding the impact of the Net TCJA Transition Tax, the Net CMD Divestiture Gains and the Water Quality and Sustainability Grant, earnings per share grew from $9.17 in 2017 to $9.96 in 2018. ●Excluding the impact of the Water Quality and Sustainability Grant and the Net CMD Divestiture Gains, full-year underlying operating margin performance was 23.6% in 2018.
Organic Local Currency Sales Growth		+3.2%		+3.2%		●Positive organic growth across all Business Groups and geographic areas.
Return on Invested Capital		22.2%*		24.6%*		●Efficiently deploying capital across the business.
Free Cash Flow Conversion		90.9%*		92.8%*		●Continued strong free cash flow generation. ●2018 free cash flow of $4.9 billion.

2015 FINANCIAL PERFORMANCE AND BUSINESS HIGHLIGHTS**

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

For 3M, 2015 was a year of strong financial performance achieved through disciplined execution in a challenging external environment.

EARNINGS PER SHARE GROWTH		ORGANIC LOCAL CURRENCY SALES GROWTH		RETURN ON INVESTED CAPITAL		FREE CASH FLOW CONVERSION
1.2%		1.3%		22.5%		103%
●EPS grew from $7.49 in 2014 to $7.58 in 2015 ●Excluding restructuring charges, EPS grew 3.1% from $7.49 in 2014 to $7.72 in 2015 ●No compensation was paid or earned based on 2015 EPS Growth		●Represents additional growth on top of the 4.9% organic local currency sales growth in 2014		●Up from 22.0% in 2014		●Represents another solid year of free cash flow conversion following a 104% conversion rate in 2014

We believe that our ability to deliver consistent results over time is reflected in our total stockholder return, which was at or abovein the mediantop half of our executive compensation peer group for each of the 1-, 3-,three- and 5-yearfive-year periods endedending on December 31, 2015.2018. For additional information, see “Total Stockholder Return” on page 3850 of this Proxy Statement.

Throughout 2015, we also continued to prepare and position our Company for long-term success. Other noteworthy accomplishments include the following:

●Expanded full-year margins 50 basis points to 22.9 percent in a low-growth external environment

●Completed three strategic acquisitions (Capital Safety, Ivera Medical Corp., and Polypore International Inc.’s Separations Media business) to strengthen our portfolio and complement organic growth

●Invested nearly $7 billion in our business through a combination of capital expenditures ($1.5 billion), research and development ($1.8 billion), and acquisitions ($3.7 billion, inclusive of debt)

●Returned $7.8 billion to stockholders via dividends and gross share repurchases

●Opened our new state-of-the-art research and development laboratory in St. Paul, Minnesota

●Launched our new brand platform—3M Science. Applied to Life™—to enhance awareness of how 3M uses science to improve lives

●Completed a corporate restructuring to increase efficiency and further strengthen our competitiveness

For more information concerning our financial performance, see page 36 of this Proxy Statement and our Annual Report available atwww.proxyvote.com.

*●	See Appendix A Announced the acquisition of M*Modal to this Proxy Statement forstrengthen our Health Information Systems portfolio and complement organic growth;
●	Awarded a reconciliationrecord total of certain financial measures mentioned below4,208 patents from patent offices around the world in 2018, including 688 patents granted to 3M by the United States Patent and Trademark Office, which brings to more than 117,000 the total number of patents awarded to 3M in its corporate history;
●	Strengthened our results as reported under accounting principles generally acceptedportfolio going forward by completing the divestiture of substantially all of our Communication Markets Division;
●	Successfully completed the rollout of the enterprise resource planning (ERP) system in the United States.States – approximately 70 percent of global revenues are now on the new ERP system;
●	Over 100 consecutive years of paying dividends to stockholders and 60 consecutive years of annual increases;
●	Returned $8.1 billion to stockholders via dividends and gross share repurchases; and
●	Recognized by Ethisphere® as one of the World’s Most™ Ethical Companies® for the sixth consecutive year.

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Elements of Target 2018 Total Direct Compensation

ELEMENTS OF 2015 TOTAL DIRECT COMPENSATION

The following shows the breakdown of reported 2015 compensation for our CEOillustration below and the averagediscussion that follows show how the target Total Direct Compensation of the Named Executive Officers (excluding our other named executive officers as disclosed in this Proxy Statement (“NEOs”).Executive Chairman) was apportioned among base salary, annual incentives, performance share awards and stock options for 2018, and how these elements relate to the strategic business goals of the Company.

CEO		Base Salary ●CEO*Only component of total direct compensation that is not “at risk”		Other NEOs (Average)
		OTHER NEOs (AVERAGE)**

Abbreviations: AIP = Annual Incentive Plan (AIP) ●Subject to achievement of three business objectives over a 12-month period ●Maximum payout capped at 200% of target		incentive pay; PSAs = Performance share awards.
*		Amounts shown represent the apportionment of Total Direct Compensation for Mr. Roman.
**	Long-Term Incentives (LTI) ●Initial value split equally betweenAmounts shown reflect the average apportionment for all Named Executive Officers other than Mr. Roman and Mr. Thulin. Including Mr. Thulin, the average apportionment for the other Named Executive Officers would be as follows: base salary — 13 percent; AIP — 14 percent; stock options — 40 percent; performance shares — 34 percent; and performance share awards ●Stock Options ○Provide value only if stock price increases ○Ratable vesting over three years ●Performance Share Awards (PSA) ○Subjectperformance-based pay — 85 percent. Note: Numbers do not add to achievement of four independent performance criteria ○Reward performance over three years	100 percent due to rounding.

COMPENSATION POLICIES AND PRACTICES

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

✓	✓Maintain a strong alignment between corporate performance and our executive officers’ compensation by having a majority of Total Direct Compensation consist of performance-based compensation.
✓	Conduct an annual assessment to identifyfor the purpose of identifying and mitigate risks.
mitigating significant economic and reputational risks in the design of our incentive compensation programs. ✓	Have a comprehensive clawback policy.
policy that covers both cash and equity compensation and includes provisions addressing reputational and financial risk as well as risk management failures. ✓	Use an independent compensation consultant retained by, and reporting directly byto, 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.

WE DO NOT

✗
	✕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 ofupon a change in control.
✗	Provide ✕Pay dividends or dividend equivalents on unearned performance shareequity awards.
✗	✕Reprice stock options without the approval of 3M stockholders, except for “anti-dilution” adjustments (such as adjustments forin connection with a stock splits, spinoffs,split, spinoff, etc.)

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Noteworthy Compensation Actions for 2018

SIGNIFICANT COMPENSATION ACTIONS DURING 2015

During 2015,2018, 3M and the Compensation Committee made the following decisions and took the followingnoteworthy actions with respect todescribed below as part of the Company’s executive compensation program:program.

●	AmendedApproved new compensation terms for Michael F. Roman in connection with his appointment as Chief Executive Officer, including an annual base salary of $1,200,000 and target annual incentive compensation of $3,120,000, each of which were prorated for 2018. The Compensation Committee (with ratification by the Annual Incentive Plan (effective for 2015) to reduce the maximum payout from 300 percent to 200 percentindependent members of the participant’sBoard) will determine the target amount.value of Mr. Roman’s annual long-term incentive grants each year based on market data and his individual performance. Mr. Roman also received special promotion performance share and stock option awards granted at the time of his appointment as Chief Executive Officer that had an aggregate target grant value of $2,500,000, (as described in more detail on page 62). Consistent with the Company’s compensation philosophy, Mr. Roman does not have an employment agreement, severance agreement or change in control agreement.
●	RevisedApproved new compensation terms for Inge G. Thulin in connection with his appointment as Executive Chairman, including an annual base salary of $1,000,000 and target annual incentive compensation of $1,500,000 (each prorated for 2018), which represent decreases of approximately 35 percent and 39 percent, respectively. The Compensation Committee (with ratification by the weightingindependent members of the threeBoard) will determine the target value of Mr. Thulin’s annual long-term incentive grants each year based on market data and his individual performance. In anticipation of his transition to Executive Chairman in 2018, the aggregate target compensation value for Mr. Thulin’s 2018 long-term incentive compensation awards was reduced by $3,000,000 from the target compensation value established for such awards granted to him in 2017. Mr. Thulin also received a performance metrics usedshare award granted at the time of his appointment as Executive Chairman that had a target grant value of $750,000 (as described in more detailed on page 62). Mr. Thulin’s new compensation terms were approved by the Annual Incentive Plan (effective for 2015) to increase alignment to overall corporate resultsCommittee (with ratification by the independent members of the Board) consistent with the recommendation of its independent compensation consultant based on peer and initiatives. The new weightings are as follows: Local Currency Sales vs. Plan (50 percent), Economic Profit vs. Plan (20 percent), and 3M Economic Profit vs. Prior Year (30 percent).other market data.
●	RevisedExpanded the performance criteria for new performance share awards (effective for 2015 performance share awards) to better align this portionscope of our executives’ long-term incentive compensation with the long-termclawback policy to address situations involving significant financial objectives previously announced by the Company. In particular, the 2015 performance share awards utilize two new performance criteria (earnings per share growth and free cash flow conversion) that replace the New Product Vitality Index. With this change, all four performance criteria used for the 2015 performance share awards are now aligned with the Company’s publicly-stated long-term financial objectives.
●	Effective with performance share awards made in 2015, began adjusting the initial grant value of each executive’s performance share award to reflect their individual performance during the preceding year. In the past, individual performance affected only target annual incentive compensation and the annual stock option grant. This change was made to better recognize and encourage exceptional individual performance.
●	Amended the definition of “Retirement” inor reputational harm. For additional information concerning 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 encourage longer serviceupdated policy, please refer to the Company. The previous definition continues to apply to awards granted under our 2008 Long-Term Incentive Plan before January 1, 2016.section entitled “Clawback Policy” on page 66 of this Proxy Statement.

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PROPOSAL

Stockholder Proposal on Setting Target Amounts for CEO Compensation ●Stockholder proposal on setting target amounts for CEO compensation, if properly presented at the meeting. ●See the Board’s opposition statement.

“AGAINST” Page 83

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Corporate governance at 3M

CORPORATE
GOVERNANCE AT 3M

PROPOSAL NO. 1: ELECT THE TWELVE DIRECTORS IDENTIFIED IN THIS PROXY STATEMENT

PROPOSAL

Elect the Twelve Directors Identified in this Proxy Statement ●Elect the twelve directors identified in this Proxy Statement, each for a term of one year. ●Our nominees are distinguished leaders who bring a mix of skills and qualifications to the Board and can represent the interests of all stockholders.

At the 20162019 Annual Meeting, twelve directors are to be elected to hold office until the 20172020 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 20152018 Annual Meeting, except for David Dillon, Gregory Page, and Patricia Woertz,Dr. Dambisa Moyo, who were elected tojoined the Board inon August 2015 (Mr. Dillon)12, 2018, and February 2016 (Mr. Page and Ms. Woertz) andPamela J. Craig, a new nominee, who are standing for election for the first time. The Nominating and Governance Committee, with the assistance of an outside search firm, and input from the independent directors and the Chairman of the Board and Chief Executive Officer, identified Ms. Woertz and Messrs. Dillon and Page with the assistance of an outside search firm,Craig and recommended themher to the Board. We expect each nominee for election as a director to be able to serve if elected. If any nominee is not able to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless the Board chooses to reduce the number of directors serving on the Board. Each nominee elected as a director will continue in office until his or her successor has been elected and qualified, or until his or her earlier death, resignation, orretirement. Linda Alvaradoor retirement. Sondra L. Barbour is not seeking re-election and will end her service on the 3M Board on May 10, 2016,14, 2019, when her term expires. Inge G. Thulin, Executive Chairman of the Board of Directors, announced his intention not to stand for re-election and to retire from the Company on June 1, 2019. Mr. Thulin will remain as Executive Chairman of the Board through the Annual Stockholder Meeting on May 14, 2019. We thank both Ms. AlvaradoBarbour and Mr. Thulin for hertheir many contributions to the Board and to the Company.

The Nominating and Governance Committee reviewed the Board Membership Criteria (described on page 14)20) and the specific experience, qualifications, attributes, and skills of each nominee, including membership(s) on the boards of directors of other public companies. The following pages contain biographical and other information about the nominees. Following each nominee’s biographical information, we have provided information concerning the particular experience, qualifications, attributes, and skills that are deemed most critical to 3M’s long-term success and led the Nominating and Governance Committee and the Board to determine that each nominee should serve as a director. In addition, the majority of our directors serve or have served on boards and board committees (including as committee chairs) of other public companies, which the Board believes provides them with additional board leadership and governance experience, exposure to best practices, and substantial knowledge and skills that further enhance the functioning of our Board.

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Corporate governance at 3M Nominees for director

NOMINEES FOR DIRECTOR:Nominees for director

SONDRA L. BARBOUR
Executive Vice President, Information Systems and Global Solutions, Lockheed Martin Corporation
Age		53
Director since		2014
Other current directorships		None
3M Board committee(s)		Audit and Finance Committees
Independent		Yes

PROFESSIONAL HIGHLIGHTS

Ms. Barbour isExecutive Vice President, Information Systems and Global Solutions, Lockheed Martin Corporation, a high technology aerospace and defense company. Since joining Lockheed Martin in 1986, Ms. Barbour has served in various leadership capacities and has extensive technology experience, notably in the design and development of large-scale information systems. In 2013 she was appointed Executive Vice President, Information Systems & Global Solutions. From 2008 to 2013 she served as Senior Vice President, Enterprise Business Services and Chief Information Officer, heading all of the corporation’s internal information technology operations, including protecting the company’s 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. Barbour’s 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. BROWNIndependent
Retired Group Vice President, Global Purchasing, Ford Motor Company
Age		60
Director since2013		2013
Other current directorships		ConAgra Foods, Inc., Tower International, Inc.
3M Board committee(s)		Audit and Finance Committees
Independent		Yes

PROFESSIONAL HIGHLIGHTSAge63

Professional Highlights Mr. Brown is theRetired 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 Ford’s 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

Nominee Qualifications Mr. Brown’s BachelorBachelor’s of Business Administration degree from American International College in Springfield, Massachusetts, his leadership roles, including his experience serving as a director of the public companies listed, 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.

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Retired Group Vice President, Global Purchasing, Ford Motor Company

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VANCE D. COFFMAN
Retired Chairman of the Board and Chief Executive Officer, Lockheed Martin Corporation
Age		71
Director since		2002
Other current directorships		Amgen ●ConAgra Foods, Inc. (lead director) Deere & Company (presiding director)
, ●Tower International, Inc. (non-executive chair) 3M Board committee(s)		Compensation ●Audit and Finance (Chair)Nominating and Governance Committees
Independent		Yes

PROFESSIONAL HIGHLIGHTSPAMELA J. CRAIGIndependent	Director sinceNEW	Age62
Dr. CoffmanProfessional Highlights Ms. Craig is theRetired ChairmanChief Financial Officer, Accenture plc., a global management consulting, technology services and outsourcing company. She served as Accenture's CFO from 2006 through 2013, following her many other leadership roles in line management, consulting and operations at Accenture during her 34 years with the company. She is also actively involved in charitable organizations, focused on education and on the advancement of women in business, including The Committee of 200, The Women’s Forum of New York, Junior Achievement of New Jersey, and the C200 Foundation. She chairs the Board of Comprehensive Development, Inc., a non-profit that provides academic and Chief Executive Officer, Lockheed Martin Corporation, asocial service support to at-risk New York City high technology aerospaceschool students. Nominee Qualifications Ms. Craig's undergraduate degree from Smith College and defense company. Dr. Coffman served in variousMBA degree from New York University Stern School, her decades of 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. Coffman’s 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,Accenture, including serving as Chairman of the Boardits CFO, and Chief Executive Officer, his role in the integration of Lockheedher finance, management, business operations and Martin Marietta Corporations, his understanding of the challenges of managing a complexservices, global organization, the breadth of his experiencesbusiness, and technology expertise, her skills in businessfinancial, audit, compensation and financialgovernance matters, and hisher experiences as a director at the other public companies listed, above, qualify himher to serve as a director of 3M.	Retired Chief Financial Officer, Accenture plc Other current directorships ●Akamai Technologies, Inc. ●Merck & Co., Inc. ●Progressive (Insurance) Corporation 3M Board committee(s) ●Audit and Finance Committees Directorships within the past five years ●VMware, Inc. ●Wal-Mart Stores, Inc.

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Corporate governance at 3M Nominees for director

DAVID B. DILLONIndependent
Retired Chairman of the Board and Chief Executive Officer, The Kroger Co.
Age		64
Director since2015		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 HIGHLIGHTSAge67

Professional Highlights Mr. Dillon is theRetired 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 on December 31, 2014 as Kroger’s Chairman of the Board on December 31, 2014,of Kroger, where he was Chairman since 2004 and was the Chief Executive Officer from 2003 through 2013. Mr. Dillon served as President of Kroger 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 1986-1995.1986-1995

. NOMINEE QUALIFICATIONS

Nominee Qualifications Mr. Dillon’s 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 world’s largest retailers, his experiences in Kroger’s 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.

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MICHAEL L. ESKEW
Retired Chairman of the Board and Chief Executive Officer, United Parcel Service, Inc.
Age		66
Director since		2003
The Kroger Co. Other current directorships		The Allstate ●Union Pacific Corporation International Business Machines Corporation (presiding director) Eli Lilly and Company
Directorships within the past five years		United Parcel Service, Inc.
3M Board committee(s)		Compensation ●Audit (Chair) and Nominating and Governance Committees
Independent		Yes
			Directorships within the past five years ●The Kroger Co. ●Convergys Corporation ●DirecTV

PROFESSIONAL HIGHLIGHTSMICHAEL L. ESKEWIndependent	Director since2003	Age69
Professional Highlights Mr. Eskew is theRetired 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
Nominee Qualifications Mr. Eskew’s 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		67
Director since		2007
United Parcel Service, Inc. Other current directorships		●The Allstate Corporation C. R. Bard, Inc.
●Eli Lilly and Company ●International Business Machines Corporation (presiding director) 3M Board committee(s) ●Compensation and Nominating and Governance (Chair) Committees Directorships within the past five years		Visteon Corporation
3M Board committee(s)		Audit (Chair) and Finance Committees
Independent		Yes
				●United Parcel Service, Inc.

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Corporate governance at 3M Nominees for director

PROFESSIONAL HIGHLIGHTSHERBERT L. HENKELIndependent	Director since2007	Age70
Professional Highlights Mr. Henkel is theRetired Chairman of the Board and Chief Executive Officer, Ingersoll-Rand plc, a manufacturer of industrial products and components. Mr. Henkel retired as Ingersoll-Rand’s 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
Nominee Qualifications Mr. Henkel’s Bachelor’s and Master’s degrees in Engineering from Polytechnic University of New York and MastersMaster’s 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 of Ingersoll-Rand, 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.

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MUHTAR KENT
Retired Chairman of the Board and Chief Executive Officer, The Coca-Cola Company
Age		63
Director since		2013
Ingersoll-Rand plc Other current directorships		The Coca-Cola Company
●Herc Holdings, Inc. (non-executive chair) 3M Board committee(s)		Audit ●Compensation (Chair) and FinanceNominating and Governance Committees
Independent		Yes
			Directorships within the past five years ●The Allstate Corporation ●C. R. Bard, Inc. ●Visteon Corporation

PROFESSIONAL HIGHLIGHTSAMY E. HOODIndependent	Director since2017	Age47
Professional Highlights Ms. Hood isExecutive Vice President and Chief Financial Officer of Microsoft Corporation, a worldwide provider of software, services and solutions. As chief financial officer, Ms. Hood is responsible for leading Microsoft’s worldwide finance organization, including acquisitions, treasury activities, tax planning, accounting and reporting, and internal audit and investor relations. Prior to this role, Ms. Hood was chief financial officer of Microsoft’s Business Division, responsible for the company’s productivity applications and services including Microsoft Office 365, Office, SharePoint, Exchange, Dynamics ERP and Dynamics CRM. During her time in the Business Division, Ms. Hood helped lead the transition to the company’s Office 365 service, and she was deeply involved in the strategy development and overall execution of the company’s successful acquisitions of Skype and Yammer. Ms. Hood joined Microsoft in 2002 and previously held positions in the Server and Tools Business as well as the corporate finance organization. Prior to 2002, she worked at Goldman Sachs & Co. in various investment banking and capital markets groups roles. Nominee Qualifications Ms. Hood’s Bachelor’s degree in economics from Duke University and Master’s degree in business administration from Harvard University, her extensive leadership roles and experiences at Microsoft Corporation, especially in strategic business development, finance, and digitization, qualify her to serve as a director of 3M.	Executive Vice President and Chief Financial Officer, Microsoft Corporation Other current directorships ●None 3M Board committee(s) ●Compensation and Finance Committees

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Corporate governance at 3M Nominees for director

MUHTAR KENT Independent	Director since2013	Age66
Professional Highlights Mr. Kent is theChairman of the Board and Chief Executive Officer,of The Coca-Cola Company, the world’s largest beverage company. Mr. Kent has held the position of Chairman of the Board of The Coca-Cola Company sincefrom April 23, 2009, anduntil his announced retirement in April 2019. He held the position of Chief Executive Officer sincefrom July 1, 2008.2008 until May 2017. 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 Company’s 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
Nominee Qualifications Mr. Kent’s BachelorBachelor’s of Science degree in Economics from the University of Hull, England, and MasterMaster’s 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 former Chief Executive Officer, The Allstate Corporation
Age		70
Director since		2000
Coca-Cola Company Other current directorships		Abbott Laboratories AbbVie, Inc. ●The BoeingCoca-Cola Company
3M Board committee(s)		●Compensation and Nominating and GovernanceFinance (Chair) Committees
Independent		Yes

PROFESSIONAL HIGHLIGHTSEDWARD M. LIDDYIndependent	Director since2000	Age 73
Professional Highlights Mr. Liddy is theRetired 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
Nominee Qualifications Mr. Liddy earned an undergraduate degree from Catholic University and a MastersMaster's 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. Liddy’s 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.	Retired Chairman of the Board and Chief Executive Officer, The Allstate Corporation Other current directorships ●Abbott Laboratories ●AbbVie, Inc. ●The Boeing Company 3M Board committee(s) ●Compensation and Nominating and Governance Committees

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Corporate governance at 3M Nominees for director

DAMBISA F. MOYOIndependent	Director since2018	Age50
Professional Highlights Dr. Moyo has been theChief Executive Officer of Mildstorm LLCsince she founded it in 2015. She is a global economist and commentator, analyzing the macroeconomy and international affairs. From 2001 to 2008, she worked at Goldman Sachs in various roles, including as an economist. Prior to that she worked at the World Bank in Washington, D.C. 1993-1995. A New York Times bestsellers’ author, Dr. Moyo’s writing regularly appears in economic and finance-related publications. Nominee Qualifications Dr. Moyo’s doctorate in economics from the University of Oxford, her Master’s of Business Administration in finance from the American University, and her Master’s in Public Administration from Harvard Kennedy School, her leadership roles and experience in the banking and financial services industry, her extensive knowledge of macroeconomics, geopolitics and global markets, and her experience as a director at the public companies listed, qualify her to serve as a director of 3M.	Founder and CEO, Mildstorm LLC Other current directorships ●Barclays PLC ●Chevron Corporation 3M Board committee(s) ●Audit and Finance Committees Directorships within the past five years ●Barrick Gold Corporation ●SABMiller PLC ●Seagate Technology Public Limited Company

GREGORY R. PAGEIndependent	Director since2016	Age67
Professional Highlights Mr. Page is theRetired Chairman of the Board and Chief Executive Officer, Cargill, Incorporated
Age		64
Director since		2016
Other current directorships		Cargill, Incorporated (until August 2016) Deere & Company Eaton Corporation plc
Directorships within the past five years		Carlson Companies
3M Board committee(s)		Audit and Nominating and Governance Committees
Independent		Yes

PROFESSIONAL HIGHLIGHTS
Mr. Page is theRetired Chairman of the Board and Chief Executive Officer, Cargill, Incorporated, an international marketer, processor and distributor of agricultural, food, financial and industrial products and servicesservices.. 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 2015.2015, 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
Nominee Qualifications Mr. Page’s 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.	Retired Chairman of the Board and Chief Executive Officer, Cargill Other current directorships ●Deere & Company ●Eaton Corporation plc 3M Board committee(s) ●Audit and Nominating and Governance Committees Directorships within the past five years ●Cargill ●Carlson Companies

INGE G. THULIN18
Chairman of the Board, President and Chief Executive Officer, 3M Company
Age		62
Director since		2012
Other current directorships		Chevron Corporation
Other directorships in the past five years		The Toro Company
3M Board committee(s)		None
Independent		No

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Corporate governance at 3M Nominees for director

PROFESSIONAL HIGHLIGHTSMICHAEL F. ROMAN	Director since2018	Age59
Professional Highlights Mr. ThulinRoman 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 since July 2018.Mr. Roman previously served as Chief Operating Officer and Executive Vice President of 3M Company from February 24, 2012,July 1, 2017 to May 8, 2012.June 30, 2018 with direct responsibilities for 3M’s five business groups and the Company’s international operations. Mr. ThulinRoman previously served as Executive Vice President, Industrial Business Group, of 3M Company from June 2014 to July 2017. Mr. Roman served as the Company’s ExecutiveSenior Vice President, and Chief Operating OfficerBusiness Development, from May 20112013 to February 2012, with responsibility for all of 3M’s business segments and International Operations.June 2014. Prior to that, he was Executive Vice President and General Manager of International OperationsIndustrial Adhesives and Tapes Division from 2004September 2011 to 2011.May 2013. Mr. ThulinRoman also has held numerous leadership positionslived in Asia Pacific,and led 3M businesses around the world, including the United States, Europe and Middle East,Asia. Nominee Qualifications Mr. Roman’s Bachelor’s and across multiple businesses.
NOMINEE QUALIFICATIONS
Mr. Thulin’sMaster’s degrees in MarketingElectrical Engineering from the University of Minnesota and Economics from Gothenburgthe University of Southern California, his distinguished 3M career spanning more than three decadesover 30 years with leadership roles across multiple geographies and businesses, his in-depth understanding ofexperience in managing 3M’s global businesses,five business groups and international operations, his expertiseknowledge and knowledge of managing a large global corporation across multiple industries and markets, his skills in businesskey areas such as manufacturing, supply chain, technology, finance, and financial matters,risk management, and his experiences asaccomplishments in sales growth, operational efficiency and value creation across a director at the public companies listed above,wide range of global businesses, qualify him to serve as a director of 3M.

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ROBERT J. ULRICH
Retired Chairman of the Board and Chief Executive Officer, Target Corporation
Age		72
Director since		2008
3M Company Other current directorships		●None
3M Board committee(s)		Compensation and Nominating and Governance Committees
Independent		Yes

PROFESSIONAL HIGHLIGHTS

Mr. Ulrich is the●Retired Chairman of the Board and Chief Executive Officer of Target Corporation, an operator of large-format general merchandise and food discount storesNone. Mr. Ulrich began his retailing career as a merchandising trainee in Target’s department store division (Dayton Hudson) in 1967 and advanced through various management positions. He became Chairman and Chief Executive Officer of Target Stores in 1987 and was elected Chairman of the Board and Chief Executive Officer of Target Corporation in 1994. Mr. Ulrich retired as Target’s Chief Executive Officer on May 1, 2008, and retired as Chairman of the Board on January 31, 2009.

NOMINEE QUALIFICATIONS

Mr. Ulrich’s Bachelor of Arts degree from the University of Minnesota, his leadership roles and experiences at Dayton Hudson and Target Corporation, his knowledge of and extensive experiences in retailing and in building Target into the second-largest retailer in the United States, and his skills in business and financial matters, qualify him to serve as a director of 3M.

PATRICIA A. WOERTZIndependent
Retired Chairman of the Board and Chief Executive Officer, Archer-Daniels-Midland Company
Age		63
Director since2016		2016
Other current directorships		The Procter & Gamble Company Royal Dutch Shell plc
3M Board committee(s)		Compensation and Finance Committees
Independent		Yes

PROFESSIONAL HIGHLIGHTSAge66
Professional Highlights Ms. Woertz is theRetired Chairman of the Board and Chief Executive Officer, Archer-Daniels-Midland Company (“ADM”), an agricultural processor and food ingredient providerprovider.. 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 President’s Export Council from 2010-2015 and chaired the U.S. section of the U.S.-Brazil CEO Forum 2013-2015. Nominee Qualifications
NOMINEE QUALIFICATIONS
Ms. Woertz’s 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.	Retired Chairman of the Board and Chief Executive Officer, Archer-Daniels-Midland Company Other current directorships ●The Procter & Gamble Company 3M Board committee(s) ●Compensation and Finance Committees Directorships within the past five years ●Royal Dutch Shell plc

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.

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Corporate governance at 3M Board membership criteria

Board membership criteria

BOARD MEMBERSHIP CRITERIA

3M’s Corporate Governance Guidelines contain Board Membership Criteria which include a list of key skills and characteristics deemed critical to serve 3M’s long-term business strategy and expected to be represented on 3M’s Board. The Nominating and Governance Committee periodically reviews with the Board the appropriate skills and characteristics required of Board members given the current Board composition. It is the intent of the Board that the Board, itself, will be a high performance organization creating competitive advantage for the Company. To perform as such, the Board will be composed of individuals who have distinguished records of leadership and success in their arena of activity and who will make substantial contributions to Board operations and effectively represent the interests of all stockholders. The Committee’s and the Board’s 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 nominee’s skills are complementary to the existing Board members’ skills, the Board’s needs for particular expertise in certain areas, and will assess the nominee’s impact on Board dynamics, effectiveness, and effectiveness.diversity of experience and perspectives.

DIRECTOR NOMINEES SKILLS AND EXPERIENCE

Director Nominees – Diversity of Skills and Experience

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

	Leadership Significant leadership experience with understanding of complex global organizations, strategy, risk management, and how to drive change and growth.
	Manufacturing As a vertically integrated Company, manufacturing experience is important to understanding the operations and capital needs of the Company.
	Supply Chain Directors with expertise in the management of the upstream and downstream relationships with suppliers and customers provide important perspectives on achieving efficient operations.
	Technology As a diversified technology, science-based Company, directors with technology backgrounds understand 3M's 46 technology platforms and the importance of investing in new technologies for future growth.

DIRECTOR SKILLS AND EXPERIENCE

	Finance Financial metrics measures our performance. All directors must understand finance and financial reporting processes. All, but one, Audit Committee members qualify as “audit committee financial experts”.
	Global Global business experience is critical to 3M's international growth with 60 percent of sales from outside the U.S. in 2018.
	Risk Management Directors with experience in risk management and oversight, including cybersecurity, play an important role in the Board's oversight of risks.
	Marketing Organic growth is one of 3M's financial metrics and directors with marketing expertise provide important perspectives on developing new markets.