UNITED STATES | |||
SECURITIES AND EXCHANGE COMMISSION | |||
Washington, D.C. 20549 | |||
| |||
SCHEDULE 14A | |||
| |||
Proxy Statement Pursuant to Section 14(a) of | |||
| |||
Filed by the Registrant x | |||
| |||
Filed by a Party other than the Registrant o | |||
| |||
Check the appropriate box: | |||
o |
Preliminary Proxy Statement | ||
o |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
o |
Definitive Proxy Statement | ||
x |
Definitive Additional Materials | ||
o |
Soliciting Material Pursuant to §240.14a-12 | ||
| |||
3M Company | |||
(Name of Registrant as Specified In Its Charter) | |||
| |||
| |||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |||
| |||
Payment of Filing Fee (Check the appropriate box): | |||
x |
No fee required. | ||
o |
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||
|
(1) |
Title of each class of securities to which transaction applies: | |
|
|
| |
|
(2) |
Aggregate number of securities to which transaction applies: | |
|
|
| |
|
(3) |
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
|
|
| |
|
(4) |
Proposed maximum aggregate value of transaction: | |
|
|
| |
|
(5) |
Total fee paid: | |
|
|
| |
o |
Fee paid previously with preliminary materials. | ||
o |
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||
|
(1) |
Amount Previously Paid: | |
|
|
| |
|
(2) |
Form, Schedule or Registration Statement No.: | |
|
|
| |
|
(3) |
Filing Party: | |
|
|
| |
|
(4) |
Date Filed: | |
|
|
| |
EXPLANATORY NOTE
On March 23, 2011, the 3M Company filed a definitive proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission. Due to a clerical error, footnote 1 to the Common Stock and Total Stock-Based Holdings Table on page 31 of the Proxy Statement (the “Table”) contained immaterial errors regarding the number of shares that may be acquired by the Named Executive Officers pursuant to stock options that are or will be exercisable within 60 days of February 28, 2011. In all other respects, the Table and footnotes were correct as filed. The Table with a corrected version of footnote 1 is set forth below and the Proxy Statement shall be deemed amended to reflect this change.
INFORMATION ON STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table includes all 3M stock-based holdings, as of February 28, 2011, of the directors and the Named Executive Officers set forth in the Summary Compensation Table, and the directors and executive officers as a group.
Common Stock and Total Stock-Based Holdings
Name and Principal Position |
|
Stock(1) |
|
Restricted |
|
Total(3) |
|
Linda G. Alvarado, Director |
|
19,706 |
|
— |
|
19,706 |
|
Vance D. Coffman, Director |
|
25,568 |
|
— |
|
25,568 |
|
Michael L. Eskew, Director |
|
18,109 |
|
— |
|
18,109 |
|
W. James Farrell, Director |
|
7,756 |
|
— |
|
7,756 |
|
Herbert L. Henkel, Director |
|
12,128 |
|
— |
|
12,128 |
|
Edward M. Liddy, Director |
|
30,331 |
|
— |
|
30,331 |
|
Robert S. Morrison, Director |
|
116,398 |
|
— |
|
116,398 |
|
Aulana L. Peters, Director |
|
47,532 |
|
— |
|
47,532 |
|
Robert J. Ulrich, Director |
|
8,855 |
|
— |
|
8,855 |
|
George W. Buckley, Director, Chairman of the Board, President and Chief Executive Officer |
|
1,036,636 |
|
137,007 |
(5) |
1,173,643 |
(5) |
Patrick D. Campbell, Chief Financial Officer |
|
494,738 |
(6) |
26,672 |
|
521,410 |
(6) |
Inge G. Thulin, Executive Vice President |
|
401,417 |
|
44,734 |
|
446,151 |
|
Hak Cheol Shin, Executive Vice President |
|
280,806 |
|
51,790 |
|
332,596 |
|
Michael A. Kelly, Executive Vice President |
|
178,541 |
|
20,265 |
|
198,806 |
|
All Directors and Executive Officers as a Group (26 persons)(4) |
|
4,913,864 |
|
513,095 |
|
5,426,959 |
|
FOOTNOTES TO COMMON STOCK AND TOTAL STOCK-BASED HOLDINGS TABLE
(1) This column lists beneficial ownership of 3M common stock as calculated under SEC rules, including restricted stock held by certain of the Executive Officers over which they have sole voting power but no investment power. The restricted stock generally vests over a three- to five-year period if the executive remains continuously employed by the Company and is subject to forfeiture under certain circumstances. Unless otherwise noted, voting power and investment power in the shares are exercisable solely by the named person, and none of the shares are pledged as security by the named person. In accordance with SEC rules, this column also includes shares that may be acquired pursuant to stock options that are or will be exercisable within 60 days of February 28, 2011 as follows: Mr. Buckley (898,608), Mr. Campbell (457,110), Mr. Thulin (380,772), Mr. Shin (258,962), Mr. Kelly (164,834), and Mr. Morrison (92,632). Mr. Morrison’s options were granted during his service as interim CEO from June 30 to December 6, 2005. This column also includes the number of shares of the Company’s common stock which the nonemployee directors will receive upon termination of membership on the Board of Directors for any reason as follows: Ms. Alvarado (9,100), Mr. Coffman (20,022), Mr. Eskew (18,109), Mr. Farrell (7,756), Mr. Henkel (12,128), Mr. Liddy (30,331), Mr. Morrison (19,235), Mrs. Peters (42,162), and Mr. Ulrich (5,850). This column includes the following shares over which the identified director or Named Executive Officer has shared voting and investment power through family trusts or joint accounts: Mr. Morrison (3,934).
(2) This column reflects restricted stock units that generally vest over a three- to five-year period, assuming continued employment until each vesting date (or until the individual retires from the Company, in some cases). This column also includes the following shares of the Company’s common stock which the Named Executive Officer or other Executive Officers are entitled to receive following their retirement from the Company as a result of their election to defer the payout of their 2008 performance share awards under the 3M Performance Unit Plan: Mr. Buckley (27,063.1), and All Directors and Executive Officers as a Group (30,211.796). The Executive Officers do not have voting power with respect to the shares listed in this column.
(3) This column shows the individual’s total 3M stock-based holdings, including the securities shown in the “Stock” column (as described in note 1) and restricted stock units/deferred stock (as described in note 2).
(4) All Directors and Executive Officers, as a group, owned beneficially less than one percent of the outstanding common stock of the Company.
(5) Of this total number of shares, beneficial ownership of 4,992.271 shares earned by Mr. Buckley as a result of his 2008 performance share award under the 3M Performance Unit Plan has been assigned to his former spouse pursuant to their marital dissolution agreement.
(6) Of this total number of shares, 1,277 shares credited to Mr. Campbell’s Company stock account in the Company’s 401(k) plan have been assigned to his former spouse in connection with the dissolution of their marriage. The Company anticipates that these shares will be formally transferred to his former spouse pursuant to a qualified domestic relations order.