Director				3M Committees
Director Nominee and Occupation		Age		Since		Other Current Public Boards		A	C	N&G	STS
Thomas “Tony” K. Brown Independent Retired Group Vice President, Global Purchasing, Ford Motor Company		64		2013		•   ConAgra Foods, Inc.
Pamela J. Craig Independent Retired Chief Financial Officer, Accenture plc		63		2019		•   Merck & Co. •   Progressive Corporation
David B. Dillon Independent Retired Chairman of the Board and Chief Executive Officer, The Kroger Co.		68		2015		•   Union Pacific Corporation
Michael L. Eskew Independent Lead Director Retired Chairman of the Board and Chief Executive Officer, United Parcel Service, Inc.		70		2003		•   The Allstate Corporation •   Eli Lilly and Company •   International Business Machines Corporation (independent lead director)
Herbert L. Henkel Independent Retired Chairman of the Board and Chief Executive Officer, Ingersoll-Rand plc		71		2007		•   Herc Holdings, Inc. (non-executive chair)
Amy E. Hood Independent Executive Vice President and Chief Financial Officer, Microsoft Corporation		48		2017
Muhtar Kent Independent Retired Chairman of the Board and Chief Executive Officer, The Coca-Cola Company		67		2013
Dambisa F. Moyo Independent Founder and CEO, Mildstorm, LLC		51		2018		•   Chevron Corporation
Gregory R. Page Independent Retired Chairman of the Board and Chief Executive Officer, Cargill		68		2016		•   Deere & Company •   Eaton Corporation plc •   Corteva, Inc. (non-executive chair)
Michael F. Roman Chairman of the Board, President and Chief Executive Officer, 3M Company		60		2018
Patricia A. Woertz Independent Retired Chairman of the Board and Chief Executive Officer, Archer-Daniels-Midland Company		67		2016		•   The Procter & Gamble Company

		Chair		A:Audit		N&G:Nominating and Governance
		Member		C:Compensation		STS:Science, Technology & Sustainability

TableDiversity of Contents

Corporate governance highlights*

The Qualificationsskills, experience and Attributes, and Demographic Background information below reflect the eleven Director Nominees for this Annual Meeting.

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DIRECTOR NOMINEES – DIVERSITY OF SKILLS AND EXPERIENCE

perspective

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

	Leadership 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 51 technology platforms and the importance of investing in new technologies for future growth.
	Finance 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 Manufacturing. As a vertically integrated Company, manufacturing experience is important to understanding the operations and capital needs of the Company.			Global. Global business experience is critical to 3M’s international growth with 60 percent of sales from outside the U.S. in 2019. 2021.
	Supply Chain. Directors with expertise in the management of the upstream and downstream relationships with suppliers and customers provide important perspectives on achieving efficient operations.			Risk Management Management. Directors with experience in risk management and oversight, including environmental, social, and cybersecurity, play an important role in the Board’s oversight of risks.
	Technology. As a diversified technology, science-based Company, directors with technology backgrounds understand 3M’s 51 technology platforms and the importance of investing in new technologies for future growth.
	Marketing Marketing. Organic growth is one of 3M’s financial metrics and directors with marketing expertise provide important perspectives on developing new markets.

2022 Proxy Statement     7

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Proxy highlights

Significant corporateCorporate governance actionsdashboard

Director nominees, board diversity of skills and experience

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

8     3M Company

A new board committee

As we continually seek ways to improve corporate governance, our Board announced in November 2019 that it had established a new committee to strengthen oversightTable of the Company’s strategies related to research and development, commercialization, sustainability, environmental stewardship and other related activities. The Science, Technology & Sustainability Committee will help ensure 3M is building on its strong innovation capabilities while maintaining 3M’s high product stewardship standards. As a science-based company that relies on investments and capabilities in R&D, commercialization and sustainability for our success, this new Committee aligns with 3M’s strategic priorities and enables the Board greater focus and engagement on a critical element of our strategy.Contents

Proxy highlights

2022 Proxy Statement     9

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In addition to forming the Science, Technology & Sustainability Committee, the Board has ended the Finance Committee. The responsibilities of the Finance Committee will be undertaken by the Audit Committee and the full Board.

Proxy highlights

 

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

Qualifications and Attributes

Brown

Craig

Dillon

Eskew

Fitterling

Hood

Kent

Kereere

Moyo

Page

Roman

Leadership

■

■

■

■

■

■

■

■

■

■

■

Manufacturing

■

■

■

■

■

Supply Chain

■

■

■

■

■

■

■

■

Technology

■

■

■

■

■

■

■

■

Finance

■

■

■

■

■

■

■

■

■

■

■

Global

■

■

■

■

■

■

■

■

■

■

Risk Management

■

■

■

■

■

■

■

■

■

■

■

Marketing

■

■

■

■

■

■

■

■

Demographic Background

Tenure (Years)

9

3

7

19

1

5

9

<1

4

6

4

Age (Years)

66

65

70

72

60

50

69

56

53

70

62

Gender (Male/Female)

M

F

M

M

M

F

M

F

F

M

M

Race/Ethnicity

African American/Black

■

■

■

Caucasian/White

■

■

■

■

■

■

■

■

Corporate governance highlights

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

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

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

Board refreshment

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

10     3M Company

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Shareholder outreach and engagement

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

During 2019, members of senior management met with a cross-section of shareholders owning approximately 29 percent of our outstanding shares or approximately 42 percent of our institutional shareholders. 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, board leadership structure, as well as on strategic priorities, capital allocation and structure, environmental and social matters, sustainability, and company culture. In general, investors viewed the Company’s governance practices favorably, including the Board chairman transition, 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.

Participants			Topics Discussed			Feedback
PROPOSALDuring 2021, members of senior management met with a cross-section of shareholders owning approximately: or 230% of our outstanding shares 44% of our institutional shareholders Two of our independent directors – our Lead Independent Director and Chair of our Compensation and Talent Committee – participated in our November 2021 engagement.			Board/Corporate Governance ●  Culture, composition/diversity, refreshment/orientation, evaluation ●  Risk oversight (cyber, ESG, litigation/regulatory); STS Committee ●  Executive compensation; any contemplated changes ●  Board interactions with management and broader organization Supply Chain ●  Current challenges; strategy; lessons learned Environmental, social, sustainability ●  Carbon/water stewardship goals; plastics reduction; investments and pathway to achieve goals ●  PFAS management ●  Opportunities to help customers with sustainability ●  Diversity and inclusion			Investors provided valuable comments and perspectives on the Company’s governance practices, including the Board’s culture and overall diversity, director refreshment, evolving Board committee composition, the Board’s risk oversight, the Company’s actions in managing supply chain challenges and investing in environmental stewardship, social justice and sustainability. The feedback from these meetings was shared with the Board of Directors and helped inform the Board on corporate governance practices and trends.

3M’s sustainability highlights

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

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

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

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

Science for Circular At 3M, we see the circular economy as an opportunity to inspire leadership, innovation, and disruptive change across all industries, meeting the needs of current and future consumptive demands. In 2021, we announced our commitment to reduce dependence on virgin fossil-based plastic by 125 million pounds by 2025. We will use recycled content and bio-based plastics, and ultimately work to decrease our overall virgin, fossil-based plastic use. Working towards preserving the world’s freshwater resources to achieve a net positive water impact, 3M joined the Water Resilience Coalition leadership committee. 3M is also taking steps to reduce water use and improve water quality through installation of technologies at key manufacturing sites worldwide. This includes a commitment to install state-of-the art water purification technology at its largest water-using facilities by the end of 2023 and fully operational by 2024. To drive impact for the greater good, we continue to advance our goal of 100% of products entering 3M’s new product commercialization process to include descriptions of their sustainability impact.

Science for Climate We are accelerating our ambitions through bigger long-term and intermediary goals and actions. In 2021, 3M was recognized with the Market Trailblazer Award from RE100, a global initiative bringing together the world’s most influential businesses committed to 100% renewable power. The award celebrates RE100 companies who are committed to driving change in the markets they serve, communicating transparently about the barriers they face, and collaborating with companies, utilities, and governments to drive change. Expanding our access to opportunities to invest in climate technology companies, 3M joined more than 20 other global companies in investing in TPG Rise Climate Fund, a multi-billion dollar climate impact investing fund who deploys mission-driven capital at scale. Through select 3M product platforms, we helped our customers avoid emitting nearly 75 million metric tons of CO2 in the last five years alone. Examples include helping customers in electronics, automotive, and construction industries improve their energy efficiency and reduce waste through the use of 3M materials and solutions.

Science for Community We are cultivating a connected community by listening, understanding, and acting, bringing forward community voices and perspectives to advise 3M on plans for directing a $50 million investment to address racial opportunity gaps. In 2021, 3M launched the Community Coalition – a group of diverse leaders located near 3M headquarters in St. Paul, Minnesota, including representatives from local government, nonprofits, and the education sector. This group identified five areas for strategic investments and volunteerism, including STEM equity, access to health care, transportation safety, education, and housing. To drive greater equity in our communities, 3M’s four business groups will leverage the power of each group’s people, products, philanthropy, and partnerships to elevate health care equity, increase access to homeownership, support urban safety and mobility, and promote trade skills. Each equity commitment is aligned to the United Nations Sustainable Development Goals. In our communities, business practices, and workplaces, 3M is working to create five million STEM and skilled trades learning experiences.

12     3M Company

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	Proxy highlights

		Proposal 2			Ratification of the Appointment of Independent Registered Public Accounting Firm for 2020 2022    (page 51)
					•●  Ratify the appointment of PricewaterhouseCoopers LLP as 3M’s independent registered public accounting firm for 2020. 2022. •●  Based on its assessment of the qualifications and performance of PricewaterhouseCoopers LLP (“PwC”), the Audit Committee believes that it is in the best interests of the Company and its shareholders to retain PwC.
			“FOR”

Executive compensation

		Proposal 3			“FOR” Advisory Approval of Executive    Page 46Compensation    (page 55)

Executive compensation

PROPOSAL 3	Advisory Approval of Executive Compensation •●  Approve, on an advisory basis, the compensation of our Named Executive Officers. •●  Our executive compensation program appropriately aligns our executives’ compensation with the performance of the Company and its business units as well as their individual performance.	“FOR”     Page 50
		“FOR”

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

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

2020
Portfolio management		Transforming 3M operating model		Growth through innovation		People and culture

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

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

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

*

See Appendix A to this Proxy Statement for a reconciliation of adjusted earnings per share and adjusted free cash flow to our results for the most directly comparable financial measures as determined in accordance with generally accepted accounting principles in the United States (referred to as “GAAP”).

2022 Proxy Statement	913

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Selected 2019 financial performance and business highlights

3M’s 2019 financial performance was achieved through disciplined execution, impacted by weakness in certain end markets (China, automotive, and electronics) and channel inventory adjustments. The table below reflects the Company’s performance against the key metrics underlying the Company’s performance share awards, both as determined in accordance with GAAP and as adjusted to better reflect the Compensation Committee’s view of the Company’s 2019 operating performance.

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

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

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

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

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

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

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

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

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

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the 2019 annual incentive payments that our Named Executive Officers received and their performance share accruals based on 2019 performance were below targeted levels. For additional information, see “Impact of company performance on incentive compensation and real pay delivery,” “2019 annual incentive” and “Performance share accruals based on 2019 performance” beginning on pages 53, 66 and 70, respectively. The stock,NYSE for March 1, 2022, all stock options and other long-term incentive compensation awards heldgranted to Mr. Roman in the past three years (as well as all stock options granted to Mr. Roman after February 4, 2014) were underwater. In addition, the total value of performance shares earned by our Named Executive Officers throughout 2019 also decreased in valueMr. Roman during the year withsame three-year period is less than the declineaggregate target grant date values reported in the market value of our shares.Summary Compensation Table.

Recent business accomplishments

NoteworthyBelow are a few noteworthy accomplishments from January 1, 2019,2021, through March 1, 2020, include the following:

2022.

2022 Proxy Statement

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Elements of target 2019 total direct compensation

for 2021

The illustrationtable below shows how the 2021 target Total Direct Compensation of the Named Executive Officers (excluding our former Executive Chairman)identified on page 56 (“NEOs”) was apportioned among base salary, annual incentives, performance share awards, and stock options, and restricted stock units (“RSUs”), summarizes the rationale for 2019.

Abbreviations: AIP = Annual incentive pay; PSAs = Performance share awards.providing each such element, and lists the performance metrics and weightings used for annual and long-term incentives granted in 2021.

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

(1)	Percentages shown reflect the apportionment of the components of target total direct compensation that are expected to be recurring. Such amounts do not reflect special items such as hiring bonuses, one-time make-whole and inducement awards granted in connection with the commencement of employment, or retention awards. Numbers domay not add to 100 percent due to rounding.
**(2)	AmountsIn determining the level of achievement of the performance goals established under the Annual Incentive Plan (“AIP”) and the performance share awards for any given period, the costs, sales and impact on assets and liabilities from acquisitions are excluded in the year that the acquisition is completed. The Compensation and Talent Committee also makes other adjustments from time to time for special items that it believes are unrelated to the operational performance of the Company for the relevant measurement period (e.g., changes in tax laws or accounting principles, asset write-downs, the impact of restructurings, divestitures, or asset sales, unusual tax transactions, litigation or claim judgments and settlements, and other special items described in management’s discussion and analysis of financial conditions and results of operations appearing in the Company’s annual/quarterly report to shareholders for the applicable period). These adjustments can have either a positive or negative impact on award payouts.
(3)	Beginning with the annual grants made in 2021, each of the Company’s executives (other than our CEO) was offered the opportunity to indicate a preference to receive 25 percent of the target grant value of their annual long-term incentive awards in the form of RSUs or stock options. For executives who indicated a preference to receive RSUs, 50 percent of the target grant value of their annual long-term incentive awards was delivered in the form of performance shares, 25 percent of the target grant value was delivered in the form of stock options, and the remaining 25 percent was delivered in the form of RSUs. For all other executives (including our CEO), 50 percent of the target grant value of their annual long-term incentive awards was delivered in the form of performance shares and the remaining 50 percent was delivered in the form of stock options. The percentages shown reflect the 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 — 18 percent; AIP — 18 percent;of stock options — 29 percent; performance shares — 35 percent; and performance-based pay — 82 percent.RSUs based on the elections for 2021 made by the NEOs (other than our CEO, who was not offered an opportunity to make an election).

16	3M Company

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Compensation policies and practices

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

Contents

	We doProxy highlights				We do not

Say-on-pay results

Maintain 3M has a history of strong alignment between corporate performancesay-on-pay results. In 2021, approximately 91 percent of the votes cast on our say-on-pay proposal approved the compensation of our named executive officers as disclosed in last year’s Proxy Statement. Although the vote was non-binding, the Compensation and Talent Committee believes this level of approval indicates that shareholders strongly support our executive officers’ compensation by having a majorityprograms and policies. The Compensation and Talent Committee will consider the results of Total Direct Compensation consist of performance-based compensation. Conduct an annual assessment for the purpose of identifying and mitigating significant economic and reputational risks in the design of our incentive compensation programs. Have a comprehensive clawback policy that covers both cash and equity compensation and includes provisions addressing reputational and financial riskthis year’s say-on-pay proposal, as well as risk management failures. Use an independent compensation consultant retained by, and reporting directly to, the Compensation Committee. Limit the number and amount of executive perquisites. Prohibitfeedback from 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 alignshareholders, when making future executive compensation with the market. decisions. For information concerning our investor outreach efforts, see “Shareholder outreach and engagement” on page 11.

xHave employment or change 3-year average votes cast in control agreements with anyfavor of our executive officers. xProvide tax gross-ups on executive perquisites. xHave agreements that would provide automatic “single-trigger” accelerated vesting of equity compensation or excise tax gross-up payments to any of our executive officers upon a change in control. xPay dividends or dividend equivalents on unearned equity awards. xReprice stock options without the approval of 3M shareholders, except for “anti-dilution” adjustments (such as adjustments in connection with a stock split, spinoff, etc.) say-on-pay proposal

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NoteworthyRecent noteworthy compensation program actions since January 1, 2019

Since January 1, 2019, 3Mthe filing of last year’s Proxy Statement, the Compensation and the CompensationTalent Committee took the noteworthy actions described below as part of the Company’s executive compensation program.

•●	Approved participationEffective for the 2022 annual incentive compensation program offered to eligible employees, updated the metrics and weightings with the intent of all executive officers insharpening focus on performance against the broad-based Annual Incentive Plan (as opposed to the Executive Annual Incentive Plan), effective foroperating plan, years beginningprioritizing operating cash flow conversion as a key driver of operating value, and enhancing focus on or after January 1, 2020.
•	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, 2019.
•	Approved a new severance plan for certain U.S. executives (including the Named Executive Officers) to provide separation paymentsinventory and benefits upon a qualifying termination of employment. Among other things, the new plan is intended to help support talent recruitment and retention objectives and provide a consistent approach to executive departures.receivables performance. For more information, concerningsee “2022 changes to our incentive compensation program—2022 annual incentive compensation program” on page 72.
●	Added a new environmental, social and governance (ESG) modifier to the new severance plan,formula used to calculate the annual incentive compensation earned by the Company’s senior executives, including our Named Executive Officers. Beginning in 2022, amounts earned by the Company’s senior executives will be increased 10 percent of target, decreased 10 percent of target, or left unchanged based on the Compensation and Talent Committee’s assessment of 3M’s performance against a set of objective ESG metrics. For more information, see “New severance plan”“2022 changes to our incentive compensation program—2022 annual incentive compensation program” on page 72.
●	Effective for grants made to executives in 2022, updated the metrics, weightings, and “Rightscertain other aspects of the Company’s performance share awards. The changes generally are intended to strengthen the link to value creation for 3M in the current environment and payments upon a qualifying termination underbetter align the severance plan” beginningmacro benchmark used as the basis of the relative metric with 3M’s business portfolio. For more information, see “2022 changes to our incentive compensation program—2022 performance share awards” on pages 61 and 85page 73.
●	Beginning with the annual grants made in 2022, increased (from 25 percent to 50 percent) the portion of this Proxy Statement, respectively.the target grant value that the Company’s executives (other than its CEO) may ask to receive in the form of restricted stock units rather than stock options.

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

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Proxy highlights

		PROPOSALProposal 45			Shareholder Proposal    on Setting Target Amounts for CEO Compensation (page 105) •●  Shareholder proposal, on setting target amounts for CEO compensation, if properly presented at the meeting. •●  See the Board’s opposition statement.	“AGAINST”     Page 90
			“AGAINST”

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governance at 3M

PROPOSALProposal 1		Elect the Eleven11 Directors Identified in this Proxy Statement   •●  Elect the eleven11 directors identified in this Proxy Statement, each for a term of one year. •●  Our nominees are distinguished leaders who bring a mix of skills and qualifications to the Board and can represent the interests of all shareholders.

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At the 20202022 Annual Meeting, eleven11 directors are to be elected to hold office until the 20212023 Annual Meeting of Shareholders and until their successors have been elected and qualified. All nominees are presently 3M directors who were elected by shareholders at the 20192021 Annual Meeting.Meeting, except for Ms. Suzan Kereere, who joined the board on February 10, 2022 and is standing for election for the first time. A director search firm assisted with the identification of Ms. Kereere for recommendation by the Nominating and Governance Committee for her election to the Board. We expect each nominee for election as a director to be able to serve if elected. If any nominee is not able to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless the Board chooses to reduce the number of directors serving on the Board. Each nominee elected as a director will continue in office until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or retirement. Edward M. LiddyHerbert L. Henkel is no longer eligible to stand for re-election as he has reached the mandatory retirement age. Patricia A. Woertz is not seeking re-election and will retire from her service on the 3M Board on May 10, 2022, when her term expires. We thank both Mr. LiddyHenkel and Ms. Woertz for histheir many contributions to the Board and to the Company.

The Nominating and Governance Committee reviewed the Board Membership Criteria (described on page 19)27) and the specific experience, qualifications, attributes, and skills of each nominee, including membership(s) on the boards of directors of other public companies. The following pages contain biographical and other information about the nominees. Following each nominee’s biographical information, we have provided information concerning the particular experience, qualifications, attributes, and skills that are deemed most critical to 3M’s long-term success and led the Nominating and Governance Committee and the Board to determine that each nominee should serve as a director. In addition, the majority of our directors serve or have served on boards and board committees (including as committee chairs) of other public companies, which the Board believes provides them with additional board leadership and governance experience, exposure to best practices, and substantial knowledge and skills that further enhance the functioning of our Board.

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Nominees for director

Age6466 Director since2013 Other current directorships •●   ConAgra Foods, Inc., 3M Board committee(s) •●   Audit •●   Nominating &and Governance Directorships within the past five years •●   Tower International, Inc. (non-executive chair)

Thomas “Tony” K. BrownIndependent Retired Group Vice President, Global Purchasing, Ford Motor Company Professional Highlights Mr. Brown is theRetired Group Vice President, Global Purchasing, Ford MotorCompany, 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 Mr. Brown’s bachelor’s degree in business administration 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.

 

Age6365 Director since2019 Other current directorships •●    Merck & Co., Inc. •●    Progressive (Insurance) Corporation ●    Corning Inc. 3M Board committee(s) •●    Audit •●    Finance (until 11/12/2019) •  Science, Technology & Sustainability (from 11/12/2019)Compensation and Talent (Chair) Directorships within the past five years •●    Akamai Technologies, Inc. •  VMware, Inc. •●    Wal-Mart Stores, Inc.

Pamela J. CraigIndependent Retired Chief Financial Officer, Accenture plc Professional Highlights Ms. Craig is theRetired Chief Financial Officer, Accenture plc., a global management consulting, technology services and outsourcing company.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 has a long track record of active involvement 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 and Junior Achievement of New Jersey, and the C200 Foundation. She chairs the Board of Comprehensive Development, Inc., a non-profit that provides academic and social service support to at-risk New York City high school students. Jersey. Nominee Qualifications Ms. Craig’s bachelor’s degree from Smith College and M.B.A. degree from New York University Stern School, her decades of executive leadership roles and experiences at Accenture, including serving as its CFO, and her finance, management, business operations and services, global business, and technology expertise, her skills in financial, audit, compensation and governance matters, and her experiences as a director at the other public companies listed, qualify her to serve as a director of 3M.

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Age6870 Director since2015 Other current directorships •●    Union Pacific Corporation 3M Board committee(s) •●    Audit (Chair) •●    Nominating &and Governance Directorships within the past five years •●    DirecTV

David B. DillonIndependent Retired Chairman of the Board and Chief Executive Officer, The Kroger Co. 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 storesfood production facilities throughout the U.S.Mr. Dillon retired on December 31, 2014 as Chairman of the Board 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 theThe 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. Dillon’s bachelor’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, qualify him to serve as a director of 3M.

 

Age7072 Director since2003 Other current directorships •●    The Allstate Corporation •●    Eli Lilly and Company •●    International Business Machines Corporation (lead independent director) 3M Board committee(s) •●    Compensation (until 11/12/2019)and Talent •  Nominating & Governance

Michael L. EskewIndependent Retired Chairman of the Board and Chief Executive Officer, United Parcel Service, Inc. Professional Highlights Mr. Eskew is theRetired Chairman of the Board and Chief Executive Officer, United Parcel Service, Inc. (“UPS”), 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. Eskew’s bachelor’s degree in industrial engineering from Purdue University, his leadership roles and experiences at UPS, 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, qualify him to serve as a director of 3M. Mr. Eskew is our Lead Independent Director.

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Age67 Director since2016 Other current directorships •  The Procter & Gamble Company 3M Board committee(s) •  Compensation •  Finance (until 11/12/2019) •  Science, Technology & Sustainability (from 11/12/2019) Directorships within the past five years •  Royal Dutch Shell plc •  Archer-Daniels-Midland Company

Patricia A. WoertzIndependent Retired ChairmanRecommendation of the Board and Chief Executive Officer, Archer-Daniels-Midland Companyboard   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 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 President’s Export Council from 2010-2015 and chaired the U.S. section of the U.S.-Brazil CEO Forum 2013-2015. Nominee Qualifications Ms. Woertz’s bachelor’s 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 leadership roles and experiences at ChevronTexaco Corporation as Executive Vice President, Global Downstream from 2001-2006, her extensive experience serving as Chairman and Chief Executive Officer at Archer-Daniels-Midland, her expertise and knowledge of financial and audit matters and corporate governance, and her experiences as a director at the public companies listed, 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 shareholder indicates otherwise in voting the proxy.

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Board Membership Criteriamembership criteria

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

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

Director nominees – Diversitydiversity of skills and experience

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

	Leadership	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 51 technology platforms and the importance of investing in new technologies for future growth.
	Finance 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
		Manufacturing. As a vertically integrated Company, manufacturing experience is important to understanding the operations and capital needs of the Company.				Global. Global business experience is critical to 3M’s international growth with 60 percent of sales from outside the U.S. in 2019.	2021.
		Supply Chain. Directors with expertise in the management of the upstream and downstream relationships with suppliers and customers provide important perspectives on achieving efficient operations.				Risk Management Management. Directors with experience in risk management and oversight, including environmental, social, and cybersecurity, play an important role in the Board’s oversight of risks.
	Marketing
		Technology. As a diversified technology, science-based Company, directors with technology backgrounds understand 3M’s 51 technology platforms and the importance of investing in new technologies for future growth.				Marketing. Organic growth is one of 3M’s financial metrics and directors with marketing expertise provide important perspectives on developing new markets.

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Diversity

For 3M, diversity, in its myriad manifestations, is fundamental to innovation, performance, and relevancy. The Board of Directors regards diversity as an important factor in selecting board nominees to serve on the Board. Although the Board has no formal diversity policy, whenWhen selecting nominees, it actively considers diversity in recruitment and nomination of directors, such as gender, race, ethnicity, sexual orientation, and national origin. The current composition of our Board reflects those ongoing efforts and the continued importance of diversity to the Board.

Board self-evaluation process

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

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

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

Director nomination process

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

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Identification, evaluation, and selection of nominees

Director nomination process

The Nominating and Governance Committee identifies and evaluates individuals who the Committee believes are qualified to become Board members in accordance with the Board Membership Criteria set forth above, 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 Board’s current needs and recommends them to the Board. The Board reviews such recommendations and determines submissions for election at the next shareholder meeting of the Company in which directors will be elected or filling any vacancies on the Board.

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

The Committee may from time to time retain a director search firm to help the Committee identify qualified director nominees for consideration by the Committee. In 2019,2021, the Committee retained Russell Reynolds to help identify future Board candidates.

Shareholder nominations

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

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

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

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Shareholder nominations – advance notice bylaw

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

Shareholder nominations – universal proxy rules

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

Proxy access nominations

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

Director orientation and continuing education

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

Director independence

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

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

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

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

Nominees proposed by shareholders

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

Corporate Secretary 3M Company 3M Center Building 220-13E-26A St. Paul, MN 55144-1000

For an individual proposed by a shareholder to be considered by the Committee for recommendation as a Board nominee for the 2021 Annual Meeting, the Corporate Secretary must receive the proposal by November 25, 2020. Such proposals must be sent via registered, certified, or express mail (or other means that allows the shareholder to determine when the proposal was received by the Company). The Corporate Secretary will refer properly submitted shareholder proposed nominations to the Chair of the Nominating and Governance Committee for consideration at a future Committee meeting. Individuals proposed by shareholders in accordance with these procedures will receive the same consideration received by individuals identified to the Committee through other means.

Shareholder nominations – Advance notice bylaw

In addition, 3M’s Bylaws permit shareholders to nominate directors at an annual meeting of shareholders or at a special meeting at which directors are to be elected in accordance with the notice of meeting. Shareholders intending to nominate a person for election as a director must comply with the requirements set forth in the Company’s Bylaws. With respect to nominations to be acted upon at our 2021 Annual Meeting, our Bylaws would require, among other things, that the Corporate Secretary receive written notice from the record shareholder no earlier than November 25, 2020, and no later than December 25, 2020. The notice must contain the information required by the Bylaws, a copy of which is available on our website atwww.3M.com, under Investor Relations — Governance. Nominations received after December 25, 2020, will not be acted upon at the 2021 Annual Meeting.

Proxy access nominations

Further, pursuant to the proxy access Bylaw adopted by the Board in November 2015, a shareholder, or a group of up to 20 shareholders, continuously owning for three years at least three percent of our outstanding common shares may nominate and include in our proxy materials up to the greater of two directors and 20 percent of the number of directors currently serving, if the shareholder(s) and nominee(s) satisfy the Bylaw requirements. For eligible shareholders to include in our proxy materials nominees for the 2021 Annual Meeting, proxy access nomination notices must be received by the Company no earlier than November 25, 2020, and no later than December 25, 2020. The notice must contain the information required by the Bylaws.

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Corporate governance overviewpractices and policies

The Company believes that good corporate governance practices serve the long-term interests of shareholders, strengthen the Board and management, and further enhance the public trust 3M has earned from more than a century of operating with uncompromising integrity and doing business the right way. The following sections provide an overview of 3M’s corporate governance practices, which are published on the Company’s website, including the Corporate Governance Guidelines, the Board’s leadership structureour shareholder outreach and the responsibilities of the independent Lead Director, communication with directors, director independence, the director nomination process, the Board’s role in risk oversight,engagement practices, the Codes of Conduct for directors and employees, public policy engagement, and the Company’s commitment to the environment and sustainability.other important governance-related policies.

Corporate governance highlights*highlights

*	The Corporate governance highlights above reflect the Board’s current 12 directors	Board compositions and related information for 2019. independence			Board and board committee practices			Shareholder rights
	One of them, Edward M. Liddy, is no longer eligible to stand for re-election as he has reached the mandatory retirement age.

●  Diverse board in all aspects

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Shareholder Rights
The Board has taken numerous actions –tenure, including those proposed by shareholders – to promote effective corporate governancemandatory director retirement age   ●  Active consideration of diversity in director nomination process ●  Regular shareholder outreach and accountability to shareholders.	engagement		• ●Annual election of all directors.directors • ●Majority voting for directors in uncontested elections. Incumbent director not receiving majority votes tenders resignation, subject to the Board recommendation for action.elections ●  Market-standard proxy access right • Proxy access – a shareholder, or a group of up to 20 shareholders, continuously owning for three years at least three percent of our outstanding common shares may nominate and include in our proxy materials up to the greater of two directors and 20 percent of the number of directors currently serving, if the shareholder(s) and nominee(s) satisfy the Bylaw requirements. • Established policies and criteria for director nominations, including candidates recommended by shareholders. • ●No supermajority voting provisions in Bylaws or Certificate of Incorporation.requirements • Shareholders holding 25 percent of the outstanding shares have the●  Shareholder right to call a special meeting.meetings   ●  No poison pill • No shareholders’ rights plan (also known as a “poison pill”). • Established protocol●  Processes for director nomination by shareholders and other interested parties to communicatecommunicating with the independent Lead Director, the chairs of all committees of the Board  any of the other independent directors or all of the independent directors as a group or the full Board.
		Board oversight areas			Executive compensation governance
Shareholder Outreach	●  Long-term strategic plans and Engagement
We maintain a vigorous shareholder engagement program.	capital allocation ●  Enterprise risk management, including cybersecurity ●  Environmental stewardship and sustainability ●  Diversity and inclusion, equity in workplaces, communities and business practices ●  Human capital management ●  CEO and management succession planning ●  Political activities and contributions		• Shareholder engagement is fundamental to our commitment to good governance and essential to maintaining our strong corporate governance practices. We engage regularly with our global investors to gain valuable insights into the governance issues about which they care most. We aim to seek a collaborative and mutually beneficial approach to issues of importance to investors that affect our business, and to ensure that our corporate governance practices remain industry-leading from their perspectives. • During 2019, members of senior management met with a cross-section of shareholders owning approximately 29 percent of our outstanding shares or approximately 42 percent of our institutional shareholders. 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, board leadership structure, as well as on strategic priorities, capital allocation and structure, environmental and social matters, sustainability, and company culture. In general, investors viewed the Company’s governance practices favorably, including the Board chairman transition, 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.

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Corporate governance guidelines

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

Board’s role in the company’s long-term strategy

Each year management presents to the Board, and the Board discusses and approves, detailed long-term strategic plans for the Company. In addition to the overall strategic plan for the Company and the business groups, the discussions also focused on breakout sessions with the directors on strategic corporate-wide themes of portfolio management, innovation, commercial transformation, manufacturing and supply chain transformation, and people and culture.

Our Company’s long-term strategy is outlined in the 3M Value Model.

3M VALUE MODEL

The 3M Value Model is what differentiates our company in the marketplace. It’s how we create extraordinary value for customers, and premium returns for shareholders. The model is built around four elements: our vision, our strengths, our priorities, and our values.

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Our vision

Our vision drives everything we do:3M Technology Advancing Every Company, 3M Products Enhancing Every Home, 3M Innovation Improving Every Life. It is aspirational and authentic to 3M, and is an important part of the purpose that drives us as an enterprise.

Our strengths

Our strengths help us continually innovate to create differentiated value for customers at above-market growth rates. They also enable us to take advantages of the changes in customers, technology and commercial channels.

In our Customer Inspired Innovation approach, we combine close engagement with customers, deep domain expertise in markets and the science behind our technology platforms to develop unique insights into the critical needs of our customers.

We then leverage our fundamental strengths. In technology, we leverage our deep intellectual property and broad range of technology platforms. In manufacturing, we leverage our unique capabilities in process engineering. Our global capabilities enable us to take that technology and manufacturing strength and deliver through our go-to-market models to serve customers around the world. And finally, our brand adds value in each of our businesses.

We do this while maintaining a focus on our customers – the end users of our solutions. Most of our sales are specified or designed into customer applications. While the channel to our end user may change over time, our global commerce strategy is to connect directly with end users while leveraging the go-to-market model that will deliver where, when and how the end user wants.

Our priorities

We have four priorities that are positioning us for long-term growth and value creation: Portfolio, Transformation, Innovation, and People & Culture. The first three are levers that have been proven to create extraordinary value over time. They form the foundation of our priorities moving forward. They depend on our efforts to advance people and culture. Our focus on advancing people and culture supports the entire value model.

New phase of our transformation journey

On our journey of transformation – one of our strategic priorities – we have taken concrete actions to streamline and improve our operations, including the implementation of a new enterprise resource planning (ERP) system and the April 2019 move from five to four business groups. Enabled by the success of these initiatives, we are now entering a new phase of our transformation journey by implementing, at the beginning of 2020, a new global operating model to further align our four business groups – Safety and Industrial, Transportation and Electronics, Health Care, and Consumer – with the company’s customers and go-to-market models. In this new model, 3M’s business groups now have full responsibility for all facets of strategy, portfolio optimization and resource prioritization across their entire global operations. We continue to transform how we operate and build a more streamlined and customer-driven organization for the future. This latest phase of our transformation journey is designed to improve growth and operational efficiency, and will enable us to create even more value for our customers and shareholders.

Our values