3M Company DEF 14A 2006
Documents found in this filing:
I am pleased to invite you to attend 3Ms Annual Meeting of Stockholders, which will be held on Tuesday, May 9, 2006, at 10 a.m., at the RiverCentre, 175 West Kellogg Boulevard, St. Paul, Minnesota.
Details regarding admission to the meeting and the business to be conducted are more fully described in the accompanying Notice of Annual Meeting and Proxy Statement. I will report on Company operations and discuss our plans for growth. There will also be time for your questions and comments.
The fine attendance of our stockholders at Annual Meetings over the years has been very helpful in maintaining good communication. I sincerely hope you will be able to join us. Your attendance cards to the Annual Meeting are located on the back cover of this proxy statement.
Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. You may vote on the Internet, by telephone, or by completing and mailing a traditional proxy card. Please review the instructions on the proxy card regarding each of these voting options.
Thank you for your ongoing support of 3M.
2006 ANNUAL MEETING OF STOCKHOLDERS
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
TABLE OF CONTENTS
This Proxy Statement and Proxy Card Are Being Distributed On Or About March 27, 2006.
The Board of Directors (the Board) of 3M Company, a Delaware corporation (3M or the Company) is soliciting proxies for the Annual Meeting of Stockholders. You are receiving a proxy statement because you own shares of 3M common stock that entitle you to vote at the meeting. By use of a proxy, you can vote whether or not you attend the meeting. The proxy statement describes the matters we would like you to vote on and provides information on those matters so you can make an informed decision.
The information included in this proxy statement relates to proposals to be voted on at the meeting (if properly presented), the voting process, 3Ms Board and Board committees, the compensation of directors and certain current and former executive officers, and other required information.
The purpose of the Annual Meeting is to elect directors and to conduct the business described in the Notice of Annual Meeting.
Only stockholders are invited to attend the meeting. An admission ticket or proof of ownership of 3M stock, along with personal identification, must be presented in order to be admitted to the Annual Meeting. If you are a stockholder of record, your admission ticket is on the back of this proxy statement. If your shares are held in the name of a bank, broker or other holder of record, you must bring a brokerage statement or other proof of ownership with you to the Annual Meeting, or obtain an admission ticket in advance. Tickets are also available on the Internet voting site www.eproxy.com/mmm. If you do not provide photo identification or comply with the other procedures outlined above, you will not be admitted to the Annual Meeting.
No cameras, recording equipment, electronic devices, large bags, briefcases, or packages will be permitted in the Annual Meeting.
A quorum is the minimum number of shares required to hold a meeting. Under 3Ms Bylaws, a quorum requires that a majority of the outstanding shares of stock entitled to vote at the meeting must be represented in person or by proxy at the meeting. Both abstentions and broker non-votes are counted as present for determining the presence of a quorum. Broker non-votes, however, are not counted as shares present and entitled to be voted with respect to the matter on which the broker has not voted. Thus, broker non-votes will not affect the outcome of any of the matters to be voted on at the Annual Meeting. Generally, broker non-votes occur when shares held by a broker for a beneficial owner are not voted with respect to a particular proposal because (1) the broker has not received voting instructions from the beneficial owner and (2) the broker lacks discretionary voting power to vote such shares.
Each share of our common stock outstanding as of the close of business on March 10, 2006, the record date, is entitled to one vote at the Annual Meeting on each matter properly brought before the meeting. As of that date, there were 754,595,730 shares of common stock issued and outstanding.
Most 3M stockholders hold their shares through a stockbroker, bank, trustee, or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially:
· STOCKHOLDER OF RECORD If your shares are registered directly in your name with 3Ms Transfer Agent, Wells Fargo Bank, N.A., you are considered the stockholder of record of those shares and these proxy materials are being sent directly to you by 3M. As the stockholder of record, you have the right to grant your voting proxy directly to 3M or to vote in person at the meeting.
· BENEFICIAL OWNER If your shares are held in a stock brokerage account, by a bank, trustee, or other nominee, you are considered the beneficial owner of shares held in street name and these proxy materials are being forwarded to you by your broker, trustee, or nominee who is considered the stockholder of record of those shares. As the beneficial owner, you have the right to direct your broker, trustee or nominee on how to vote and are also invited to attend the meeting. However, since you are not the stockholder of record, you may not vote these shares in person at the meeting. Your broker, trustee, or nominee is obligated to provide you with a voting instruction card for you to use.
· If your shares are held in your account in the 3M Voluntary Investment Plan and Employee Stock Ownership Plan or the 3M Savings Plan, you are considered the beneficial owner of these shares and the trustee of the plans is the stockholder of record. Participants in 3Ms Voluntary Investment Plan and Employee Stock Ownership Plan or the 3M Savings Plan may direct the trustee how to vote the shares allocated to their account by following the voting instructions contained on the proxy card. Participants in 3Ms Voluntary Investment Plan and Employee Stock Ownership Plan may also direct the trustee how to vote a proportionate number of allocated shares of common stock for which it has not received direction, and shares not allocated to individual participant accounts by following the same voting instructions. If you fail to direct the trustee how to vote your shares by following these voting instructions, the trustee will vote your shares as described in the voting instructions.
The following proposals are scheduled to be voted on at the meeting. 3Ms Board recommends that you vote your shares as indicated below.
Other than the proposals described in this proxy statement, the Board is not aware of any other matters to be presented for a vote at the Annual Meeting. If you grant a proxy by telephone, Internet, or by signing and returning your proxy card, any of the persons named as proxy holders George W. Buckley, 3Ms Chairman, President and CEO, Edward A. Brennan, and Rozanne L. Ridgway will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If any of our nominees is unavailable as a candidate for director, the above-named proxy holders will vote your proxy for another candidate or candidates as may be nominated by the Board of Directors.
Director Nominees The nominees for election as directors at the Annual Meeting will be elected by a plurality of the votes cast at the meeting. This means that the director nominee with the most votes for a particular slot is elected for that slot. Votes withheld from one or more director nominees will have no effect on the election of any director from whom votes are withheld. Our Corporate Governance Guidelines, which appear in Appendix A in this proxy statement, set forth our procedures if a director-nominee is elected, but receives a majority of withheld votes. In an uncontested election (i.e., an election where the only nominees are those recommended by the Board), any nominee for director who receives a greater number of votes withheld from his or her election than votes for such election is required to tender his or her resignation. The Nominating and Governance Committee is required to make recommendations to the Board with respect to any such letter of resignation. The Board is required to take action with respect to this recommendation and to disclose their decision-making process. Full details of this Policy are set out under Proposal No. 1 Election of Directors and in paragraph B6 of the Corporate Governance Guidelines in Appendix A.
The Proposal to Amend the Certificate of Incorporation The affirmative FOR vote by the holders of at least eighty percent (80%) of the outstanding common stock entitled to vote is required to approve the amendment to the Companys Certificate of Incorporation. An abstention on this proposal is not an affirmative vote and will have the same effect as a vote against this proposal.
All other proposals require the affirmative FOR vote of a majority of those shares present in person or represented by proxy at the meeting and entitled to vote on the matter. If you are a beneficial owner and do not provide the stockholder of record with voting instructions, your shares may constitute broker non-votes, as described in the section above entitled Quorum. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal. The stockholder proposals are presented as a request to the Board to take action. Affirmative votes for these proposals will inform the Board about the level of support for these proposals.
If you hold shares directly as the stockholder of record, you may vote by granting a proxy or, if you hold shares beneficially in street name, by submitting voting instructions to your broker or nominee. If you own shares beneficially as a participant in the 3M Voluntary Investment Plan and Employee Stock Ownership Plan or the 3M Savings Plan, you may vote by submitting voting instructions to the trustee. In most instances, you will be able to do this over the Internet, by telephone, or by mail. Please refer to the summary instructions below and those included on your proxy card or, for shares held in street name, the voting instruction card included by your broker or nominee.
The Internet and telephone voting procedures are designed to authenticate stockholders by use of a control number and to allow you to confirm that your instructions have been properly recorded. If you vote by telephone or on the Internet, you do not need to return your proxy card. Telephone and
Internet voting for stockholders of record will be available 24 hours a day, and will close at 12:00 p.m. (Central Time) on the day before the Annual Meeting. Participants in 3Ms Voluntary Investment Plan and Employee Stock Ownership Plan and the 3M Savings Plan may instruct the trustee how to vote their shares via the Internet, by telephone, or by signing and returning the proxy card by 5:00 p.m. (Central Time) on May 4, 2006.
· VOTE BY INTERNET www.eproxy.com/mmm If you have Internet access, you may submit your proxy from any location in the world 24 hours a day, 7 days a week. Have your proxy card and the last four digits of your Social Security Number in hand when you access the Web site. When prompted, enter the last four digits of your Social Security Number, your 3-digit company number and the 7-digit number from the upper right corner of the proxy card to create an electronic ballot.
· VOTE BY TELEPHONE 1-800-560-1965 If you live in the United States, you may use any touch-tone telephone to vote your proxy toll-free 24 hours a day, 7 days a week. Have your proxy card in hand when you call. When prompted, enter the 3-digit company number and the 7-digit number from the upper right corner of the proxy card. Follow the recorded instructions.
· VOTE BY MAIL You may do this by signing your proxy card or, for shares held in street name, the voting instruction card included by your broker or nominee and mailing it. If you provide specific voting instructions, your shares will be voted as you instruct. If you sign, but do not provide instructions, your shares will be voted as the Board recommends. Mark, sign, and date your proxy card and return it in the postage-paid envelope provided so that it is received by May 8, 2006.
All shares that have been properly voted and not revoked will be voted at the Annual Meeting.
You may change your proxy instructions at any time prior to the vote at the Annual Meeting. For shares held directly in your name, you may accomplish this by granting a new proxy or by voting in person at the Annual Meeting. For shares held beneficially by you, you may change your vote by submitting new voting instructions to your broker or nominee.
In the election of directors, you may vote FOR all of the nominees or your vote may be WITHHELD from one or more of the nominees. For the other proposals, you may vote FOR, AGAINST, or ABSTAIN. If you ABSTAIN, it has the same effect as a vote AGAINST. If you sign your proxy card or broker voting instruction card with no further instructions, your shares will be voted in accordance with the recommendations of the Board. Shares held in your account in the 3M Voluntary Investment Plan and Employee Stock Ownership Plan or the 3M Savings Plan will be voted by the trustee as described in Stockholders Entitled to Vote on page 1.
Representatives of Wells Fargo Bank, N.A., 3Ms transfer agent, will tabulate the votes and act as the inspectors of election.
The Companys Board of Directors has a policy that all stockholder proxies, ballots, and tabulations that identify stockholders are to be maintained in confidence. No such document will be available for examination, and the identity and vote of any stockholder will not be disclosed, except as necessary to meet legal requirements and allow the inspectors of election to certify the results of the stockholder vote. The policy also provides that inspectors of election for stockholder votes must be
independent and cannot be employees of the Company. Occasionally, stockholders provide written comments on their proxy card that may be forwarded to 3M management.
We will announce preliminary voting results at the meeting and publish final results in our Quarterly Report on Form 10-Q for the quarter ending June 30, 2006. A news release with voting results will be available on our Web site www.3M.com/profile/pressbox/index.jhtml.
Securities and Exchange Commission rules now allow us to deliver a single copy of an annual report and proxy statement to any household at which two or more stockholders reside, if we believe the stockholders are members of the same family. This rule benefits both you and the Company. We believe it eliminates irritating duplicate mailings that stockholders living at the same address receive and it reduces our printing and mailing costs. This rule applies to any annual reports, proxy statements, proxy statements combined with a prospectus, or information statements. Each stockholder will continue to receive a separate proxy card or voting instruction card.
Your household may have received a single set of proxy materials this year. If you prefer to receive your own copy now or in future years, please request a duplicate set by contacting our transfer agent, Wells Fargo Bank, N.A. at 1-800-401-1952 (U.S.), 651-450-4064 (outside the U.S.), www.wellsfargo.com/shareownerservices, or in writing to 161 North Concord Exchange, South St. Paul, MN 55075.
If a broker or other nominee holds your shares, you may continue to receive some duplicate mailings. Certain brokers will eliminate duplicate account mailings by allowing stockholders to consent to such elimination, or through implied consent if a stockholder does not request continuation of duplicate mailings. Since not all brokers and nominees may offer stockholders the opportunity this year to eliminate duplicate mailings, you may need to contact your broker or nominee directly to discontinue duplicate mailings to your household.
The names of stockholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and for ten days prior to the meeting for any purpose germane to the meeting, between the hours of 7:45 a.m. and 4:30 p.m. (Central Time), at our principal executive offices at 3M Center, St. Paul, Minnesota, by contacting the Secretary of the Company.
We are able to distribute the annual report and proxy statement to 3M stockholders in a fast and efficient manner via the Internet. This reduces the amount of paper delivered to a stockholders address and eliminates the cost of sending these documents by mail. Stockholders may elect to view all future annual reports and proxy statements on the Internet instead of receiving them by mail. If you choose to view these materials online, you will continue to receive a proxy card in the mail. You may make this election when voting your proxy this year: simply follow the instructions to vote via the Internet or go directly to www.econsent.com/mmm to register your consent. Have your account number (found above your name and address on your dividend check stub) and your Social Security Number (if you have one) available. Your election to view proxy materials online continues until you revoke it. Future proxy cards will contain the Internet Web site address and instructions to view the materials. You will continue to have the option to vote your shares by telephone, mail, or via the Internet.
3M will pay for the cost of preparing, assembling, printing, mailing, and distributing these proxy materials. You will need to obtain your own Internet access if you choose to access the proxy materials and/or vote over the Internet. In addition to mailing these proxy materials, the solicitation of proxies or votes may be made in person, by telephone, or electronic communication by our directors, officers, and employees, who do not receive any additional compensation for these solicitation activities. We have hired Georgeson Shareholder Communications, Inc. to assist us in the distribution of proxy materials and the solicitation of votes. We will pay Georgeson Shareholder Communications, Inc. a fee of $20,000 plus expenses for these services. We will also reimburse brokerage houses and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to beneficial owners of stock.
Our Transfer Agent is Wells Fargo Bank, N.A. All communications concerning stockholders of record accounts, including address changes, name changes, common stock transfer requirements, and similar issues can be handled by contacting Wells Fargo Bank, N.A. at 1-800-401-1952 (U.S.), 651-450-4064 (outside the U.S.), www.wellsfargo.com/shareownerservices, or in writing, 161 North Concord Exchange, South St. Paul, MN 55075.
The Board has adopted Corporate Governance Guidelines that, along with the charters of the Board committees, provide the framework for the governance of the Company. The Boards 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. The Corporate Governance Guidelines are available on our Web site at www.3M.com, under Investor Relations Corporate Governance. The Guidelines and charters of the Board committees are also attached to this proxy statement as Appendices A-E.
Independent directors regularly meet in executive sessions without the Chairman and CEO or other members of management present to review the criteria upon which the performance of the Chairman and CEO is based, the performance of the Chairman and CEO against that criteria, to ratify the compensation of the Chairman and CEO as approved by the Compensation Committee and to discuss any other relevant matters.
The chairs of the Audit, Compensation, Nominating and Governance, and Public Issues Committees of the Board may chair executive sessions of the independent directors at which the principal items to be considered are within the scope of the committee chairs authority. The Board believes that this practice ensures leadership at all executive sessions of the independent directors.
The Board of Directors has adopted the following process for stockholders and other interested parties to send communications to members of the Board. Stockholders and other interested parties may communicate with the chairs of the Audit, Compensation, Nominating and Governance, and Public Issues Committees of the Board, or with any of our other independent directors, by sending a letter to the following address: 3M Company, c/o Corporate Secretary, 3M Center, Building 0220-13-W-39, St. Paul, MN 55144-1000.
The Board believes in having a substantial majority of independent directors on the 3M Board. A director is independent if the Board affirmatively determines that the director has no material relationship with 3M (including its consolidated subsidiaries) directly or as a partner, shareholder or officer of an organization that has a relationship with 3M. The Board has established the following categorical Director Independence Guidelines to assist it in determining director independence that conform to, or are more exacting than the independence requirements in the New York Stock Exchange listing standards (NYSE Rules). In addition to applying these guidelines, the Board will consider all relevant facts and circumstances in making an independence determination not only from the standpoint of the director, but also from that of persons or organizations with which the director has an affiliation.
1. In no event will a director be considered independent if:
a. Employment Relationship A director is, or has been within the last three years, an employee of 3M, or whose immediate family member(1), is or has been within the last three years, an executive officer of 3M;
b. Payments >$100,000 A director who received, or whose immediate family member received, more than $100,000 per year in direct compensation from 3M (other than director fees) within the last three years;
c. Auditor Relationships (i) A director, or whose immediate family member, is a current partner of 3Ms internal or external auditor; (ii) a director is a current employee of such a firm; (iii) a director has an immediate family member who is a current employee of such a firm and who participates in the firms audit, assurance or tax compliance (but not tax planning) practice; or (iv) a director, or whose immediate family member, was within the last three years (but is no longer) a partner or employee of such a firm who personally worked on 3Ms audit within that time;
d. Compensation Committee Interlock A 3M executive officer is on the compensation committee of the board of directors of a company which employs the 3M director or an immediate family member as an executive officer;
e. Commercial Relationships A director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, 3M for property or services in an amount which, in of the last three years, exceeds the greater of $1 million, or two percent of the directors companys consolidated gross revenues.
2. Audit Committee members may not accept any consulting, advisory, or other compensatory fee from 3M, other than directors fees.
3. The following commercial relationships will not be considered to be material relationships that would impair a directors independence:
a. If a 3M director is an executive officer or employee, or if an immediate family member is an executive officer, of another company that does business with 3M and the sales by that company to 3M or purchases by that company from 3M, in any single year within the last three years, are less than or equal to one percent of the annual consolidated gross revenues of that company; or
b. If a 3M director is an executive officer or employee, or if an immediate family member is an executive officer, of another company which is indebted to 3M, or to which 3M is indebted, and the total amount of either companys indebtedness to the other, in any single year within the last three years, is less than or equal to one percent of the other companys total consolidated assets.
4. Charitable relationships will not be considered to be material relationships that would impair a directors independence if a 3M director or immediate family member serves as an officer, director or trustee of a charitable organization, and 3Ms discretionary charitable contributions to the organization are less than or equal to one percent of that organizations consolidated annual gross revenues.
(1) New York Stock Exchange Rule 303A(2)(b) defines immediate family to include a persons spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, and anyone (other than employees) who share such persons home.
5. The Board will annually make and publicly disclose its independence determination for each director. The Board may determine that a director who has a relationship that exceeds the limits described in paragraphs 3 (provided that such a relationship would not constitute a bar to independence under the NYSE Rules) or 4 is nonetheless independent. The Company will explain in the next proxy statement the basis for any Board determination that a relationship is immaterial despite the fact that it does not meet the categorical independence guidelines. For example, if a director is the CEO of a company that purchases products and services from 3M that are more than one percent of that companys annual revenues, the independent directors could determine, after considering all of the relevant circumstances, that such a relationship was immaterial, and that the director would be considered independent under the NYSE Rules.
6. The Company will not make any personal loans or extensions of credit to directors. All directors are required to deal at arms length with 3M and its subsidiaries and to disclose circumstances material to the director 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. The Board also considered whether there were any transactions or relationships between directors or any member of their 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 each case, the amount of transactions from these companies in each of the last three years did not approach the thresholds set forth in the Director Independence Guidelines. The Board also considered charitable contributions to not-for-profit organizations of which our directors or immediate family members are executive officers, none of which approached the levels set forth in our Director Independence Guidelines.
As a result of this review, the Board affirmatively determined that the following directors are independent under these guidelines: Linda G. Alvarado, Edward A. Brennan, Vance D. Coffman, Michael L. Eskew, Edward M. Liddy, Robert S. Morrison, Aulana L. Peters, Rozanne L. Ridgway, Kevin W. Sharer, and Louis W. Sullivan. The Board has also determined that no members of the Audit Committee received any compensation from the Company other than directors fees. George W. Buckley is considered an inside director because of his employment as Chairman of the Board, President and Chief Executive Officer of the Company.
Robert S. Morrison served as the Companys interim Chairman of the Board and Chief Executive Officer from June 30, 2005 to December 6, 2005. During this period, he earned compensation described in the Summary Compensation Table of this proxy statement. Based on the New York Stock Exchanges interpretation of its listing standards that employment as an interim Chairman or Chief Executive Officer or other executive officer shall not disqualify a director from being considered independent following that employment, the Board concluded that neither Mr. Morrisons service as interim Chairman and Chief Executive Officer nor the compensation he earned for performing this service should disqualify him from being considered independent now that such service has ended following the hiring of Mr. Buckley.
Role of the Nominating and Governance Committee
The Nominating and Governance Committee (Committee) identifies individuals that the Committee believes are qualified to become Board members in accordance with the Board Membership Criteria set forth below, and recommends selected individuals to the Board for
nomination to stand for election at the next meeting of stockholders of the Company in which directors will be elected. In the event there is a vacancy on the Board between meetings of stockholders, the Committee identifies individuals that the Committee believes are qualified to become Board members in accordance with the Board Membership Criteria set forth below, and recommends one or more of such individuals for appointment to the Board.
Nominees Proposed by Stockholders for Consideration by the Committee
The Committee has a policy to consider properly submitted stockholder nominees for candidates for membership on the Board of Directors. Stockholders proposing individuals for consideration by the Committee must include at least the following information about the proposed nominee: the proposed nominees 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. Stockholders should send the required information about the nominee to:
In order for an individual proposed by a stockholder to be considered by the Committee for recommendation as a Board nominee, the Corporate Secretary must receive the proposal no later than 5 p.m. Central Time on November 27, 2006. Such proposals must be sent via registered, certified, or express mail (or other means that allows the stockholder to determine when the proposal was received by the Company). The Corporate Secretary will send properly submitted stockholder proposed nominations to the Committee Chair for consideration at a future Committee meeting. Individuals proposed by stockholders in accordance with these procedures will receive the same consideration that individuals identified to the Committee through other means receive.
In addition, 3Ms Bylaws permit stockholders to nominate directors at an annual meeting of stockholders or at a special meeting at which directors are to be elected in accordance with the notice of meeting. Stockholders intending to nominate a person for election as a director must comply with the requirements set forth in the Companys Bylaws. Our Bylaws require, among other things, that the Corporate Secretary receive written notice from the record stockholder no earlier than January 9, 2007, and no later than February 8, 2007. The notice must contain the information required by the Bylaws, a copy of which is available upon request to the Corporate Secretary. Nominations received after February 8, 2007, will not be acted upon at the Annual Meeting.
The Committee periodically reviews with the Board the requisite skills and characteristics of its members. 3Ms Corporate Governance Guidelines contain Board Membership Criteria that apply to nominees for a position on 3Ms Board. The 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 comprised 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 Committees and the Boards assessment of Board candidates includes, but is not limited to, consideration of:
(i) Roles and contributions valuable to the business community;
(ii) 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;
(iii) Relevant knowledge and diversity of background and experience in such things as business, manufacturing, technology, finance and accounting, marketing, international business, government, and the like; or
(iv) 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 nominees skills are complementary to the existing Board members skills, the Boards needs for particular expertise in fields such as business, manufacturing, technology, financial, marketing, international, governmental, or other areas of expertise, and assess the nominees impact on Board dynamics and effectiveness.
Identification, Evaluation, and Selection of Nominees
The Committee 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 stockholders 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.
The Committee evaluates qualified director nominees at regular or special Committee meetings against the current Board Membership Criteria described 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 Boards current needs and recommends one or more of such individuals for election to the Board.
More than a century of operating with honesty and integrity has earned 3M trust from our customers, credibility with our communities, and dedication from our employees. All of our employees, including our Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer, are required to abide by 3Ms business conduct policies to ensure that our business is conducted in a consistently legal and ethical manner. These policies form the foundation of a comprehensive process that includes compliance with corporate policies and procedures and a companywide focus on uncompromising honesty and integrity in every aspect of our operations. Our business conduct policies cover many topics, including antitrust and competition law, conflicts of interest, financial reporting, protection of confidential information, and compliance with all laws and regulations applicable to the conduct of our business.
Employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the business conduct policies. The Audit Committee has adopted procedures to receive, retain, and treat complaints received regarding accounting, internal accounting controls, or
auditing matters, and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
The Board of Directors adopted a Code of Business Conduct and Ethics for directors of the Company. This Code incorporates long-standing principles of conduct the Company and the Board follow to ensure the Companys business and the activities of the Board are conducted with integrity, adherence to the highest ethical standards, and in compliance with the law.
The Companys Business Conduct Policies for employees and the Code of Business Conduct and Ethics for Directors are available on our web site at www.3M.com under Investor Relations Corporate Governance.
The Board is currently divided into three classes serving staggered three-year terms. On February 23, 2006, the Board of Directors approved an amendment to our Certificate of Incorporation to declassify the Board and authorize the annual election of the Board of Directors. The amendment is described in further detail in Proposal No. 3 and will be submitted for approval of the stockholders at the 2006 Annual Meeting of Stockholders. If the amendment is approved by not less than 80 percent (80%) of the outstanding common stock entitled to vote at the Annual Meeting, all directors will be elected annually beginning with the 2007 Annual Meeting.
The Board currently has eleven directors and the following four Committees: Audit, Compensation, Nominating and Governance, and Public Issues. The membership during 2005 and the function of each Committee are described below.
During 2005, the Board of Directors held six regularly scheduled meetings and five special meetings. Five, four and one of our incumbent directors attended 100, 91, and 82 percent, respectively, of the regularly scheduled and special meetings of the Board and Board Committees on which they served in 2005.
The Company has a long-standing policy that directors are expected to attend the Annual Meeting of Stockholders unless extenuating circumstances prevent them from attending. All but two directors attended last years Annual Meeting of Stockholders.
The Board and each Committee conducted an evaluation of their performance in 2005.
X = Committee Member; * = Chair
(1) Robert S. Morrison served as the Companys interim Chairman of the Board and Chief Executive Officer from June 30, 2005 to December 6, 2005. During that period he did not serve on any committee of the Board. At the Boards February 2006 meeting, the Nominating and Governance Committee recommended and the Board approved the appointment of Robert S. Morrison to the Compensation and Nominating and Governance Committees.
In 2005, the Audit Committee met eight times. The Committee assists the Board in its oversight of the integrity of the Companys financial statements, compliance with legal and regulatory requirements, the qualifications, independence, and performance of the Companys independent registered public accounting firm (the Independent Accounting Firm), and the performance of the Companys internal auditing department. In addition, the Committee:
· Reviews the annual audited and quarterly consolidated financial statements;
· Reviews the Companys financial reporting process and disclosure and internal controls and procedures, including major issues regarding accounting principles and financial statement presentation, and critical accounting policies to be used in the consolidated financial statements;
· Reviews and discusses with management and the Independent Accounting Firm the Companys internal controls report and the Independent Accounting Firms attestation of the report;
· By delegation to the chair, reviews earnings press releases prior to issuance;
· Appoints, oversees, and approves compensation of the Independent Accounting Firm;
· Reviews with the Independent Accounting Firm the scope of the annual audit, including fees and staffing, and approves all audit and permitted non-audit services provided by the Independent Accounting Firm;
· Reviews findings and recommendations of the Independent Accounting Firm and managements response to the recommendations of the Independent Accounting Firm;
· Discusses policies with respect to risk assessment and risk management, the Companys major risk exposures, and the steps management has taken to monitor and mitigate such exposures; and
· Reviews compliance with the Companys business conduct policies.
The Board of Directors has determined that all of the Audit Committee members are independent, financially literate, and have accounting or related financial management expertise under the New York Stock Exchange listing standards. The Board has also determined that all of the Audit Committee members Edward M. Liddy (chair), Linda G. Alvarado, Vance D. Coffman, Michael L. Eskew, and Aulana L. Peters are audit committee financial experts as that term is defined by applicable SEC regulations. The charter of the Audit Committee is available at www.3M.com under Investor Relations Corporate Governance Committee Composition and attached as Appendix B to this proxy statement.
In 2005, the Compensation Committee met seven times. The Committee reviews the Companys compensation practices and policies, annually reviews and approves (subject to ratification by the independent directors of the Board) the compensation for the CEO, annually reviews and approves the compensation for the other senior executives, evaluates CEO performance, and annually prepares a report on executive compensation for inclusion in the Companys proxy statement. In addition, the Committee:
· Approves, subject to ratification by the independent directors of the Board, employment agreements and severance arrangements for the CEO, as appropriate;
· Approves for the senior executives of the Company (other than the CEO) employment agreements and severance arrangements, as appropriate; and
· Interprets and supervises the administration of the Companys stock and long-term incentive compensation programs, and determines the employees who receive awards and the size of their awards under such programs.
The Board of Directors has determined that all Compensation Committee members are independent under the New York Stock Exchange listing standards. The Board has also determined that each Compensation Committee member qualifies as a Non-Employee Director under Rule 16b-3 of the Securities Exchange Act of 1934 and that each member (except Robert S. Morrison due to his service as interim CEO), qualifies as an outside director under Section 162(m) of the Internal Revenue Code. The charter of the Compensation Committee is available at www.3M.com under Investor Relations Corporate Governance Committee Composition and attached as Appendix C to this proxy statement.
In 2005, the Nominating and Governance Committee met four times. The Committee establishes Board membership criteria, assists the Board by identifying individuals qualified to become Board members, recommends to the Board matters of corporate governance, facilitates the annual review of the performance of the Board and its Committees, and periodically reviews CEO and management succession plans. In addition, the Committee:
· Selects and recommends candidates to the Board of Directors to be submitted for election at the Annual Meeting and candidates to fill any vacancies on the Board, including stockholder nominees for director (submitted in accordance with the Companys Bylaws). The Committee considers all candidates in light of the Board membership criteria adopted by the Board of Directors;
· Reviews and makes recommendations to the Board of Directors concerning the composition and size of the Board and its Committees, Board membership criteria, frequency of meetings, and directors fees;
· Reviews the Companys Corporate Governance Guidelines at least annually, and recommends any proposed changes to the Board for approval;
· Develops and recommends to the Board standards to be applied in making determinations on the types of relationships that constitute material relationships between the Company and a director for purposes of determining director independence;
· Develops and recommends to the Board for its approval an annual self-assessment process of the Board and its Committees and oversees the process; and
· Reviews periodically with the Chairman/CEO succession plans relating to positions held by elected corporate officers, and makes recommendations to the Board with respect to the selection of individuals to occupy these positions.
The Board of Directors has determined that all Nominating and Governance Committee members are independent under the New York Stock Exchange listing standards. The charter of the Nominating and Governance Committee is available at www.3M.com under Investor Relations Corporate Governance Committee Composition and attached as Appendix D to this proxy statement.
In 2005, the Public Issues Committee met three times. The Committee reviews public policy issues and trends affecting the Company, reviews and advises with respect to the Companys policies and practices relating to environmental, health and safety programs, and reviews compliance with those programs, reviews and advises on human resources issues relating to diversity issues and equal employment opportunities, oversees the corporate contribution program and the activities of the 3M Foundation, and reviews and approves the Companys response to stockholder proposals relating to public policy issues. In addition, the Committee:
· Monitors the Companys corporate citizenship activities; and
· Offers advice, insights, and makes recommendations regarding policies, programs, actions, and procedures which will enable this Company to continue to respond appropriately to its social responsibilities and the public interest in its business affairs, including such activities as those related to the environment, human resources, labor, and community relations.
The Board of Directors has determined that all Public Issues Committee members are independent under the New York Stock Exchange listing standards. The charter of the Public Issues Committee is available at www.3M.com under Investor Relations Corporate Governance Committee Composition and attached as Appendix E to this proxy statement.
Employee directors do not receive any separate compensation for their Board activities. Nonemployee directors receive the compensation described below.
Each nonemployee director is entitled to receive an annual cash retainer of $75,000, but may elect to defer payment of all or a portion of the cash retainer through a deferred cash or common stock equivalents account or may elect to receive common stock of the Company at current fair market value, in lieu of the cash retainer. In addition, each nonemployee director is entitled to receive $95,000 payable in May of each year in common stock of the Company pursuant to the terms of the Companys 1992 Directors Stock Ownership Program, but may elect to defer payment of all or a portion of the equity retainer through a deferred common stock equivalents account. The deferred stock units are determined based on the fair market value of 3M common stock on the grant date. Information regarding accumulated stock and deferred stock units is set forth in the section entitled Common Stock Ownership of Directors and Executive Officers. Currently, 91 percent of director compensation is paid in 3M stock or deferred stock units.
In addition to the annual retainer, nonemployee directors who serve as committee chairs receive a retainer for such service, in the amount of $15,000. Nonemployee directors are reimbursed for their expenses in connection with attending Board meetings (including expenses related to spouses when they are invited to attend Board events), and nonemployee directors may use the company aircraft for travel to and from 3M Board meetings.
The following table provides information on 2005 compensation for nonemployee directors who served during 2005.
(1) Robert S. Morrison served as the Companys interim Chairman of the Board and Chief Executive Officer from June 30, 2005 to December 6, 2005. During that period he did not earn any additional compensation as a nonemployee director.
(2) The Board increased the cash retainer from $55,000 to $75,000 and increased the committee chair fees from $7,500 to $15,000, effective July 1, 2005.
Stock Ownership Guidelines The Board has adopted stock ownership guidelines that provide that each director should attain over his or her three-year term an investment position in 3Ms stock (including deferred stock) equal to two times the annual retainer. All directors currently meet these stock ownership guidelines.
Matching Gift Program The nonemployee directors are eligible to participate in the matching gift program on the same terms as 3M employees. Under this program, the 3M Foundation will match up to a total of $5,000 a year in contributions by the director to eligible institutions of higher education or public broadcasting organizations.
The Board is currently divided into three classes serving staggered three-year terms. Directors for each class are elected at the Annual Meeting of Stockholders held in the year in which the term for their class expires. On February 23, 2006, the Board of Directors approved an amendment to our Certificate of Incorporation to declassify the Board and authorize the annual election of the Board of Directors. The amendment is described in further detail in Proposal No. 3 and will be submitted for approval of the stockholders at the 2006 Annual Meeting of Stockholders. If the amendment is approved by not less than 80 percent (80%) of the outstanding common stock entitled to vote at the Annual Meeting, the terms of office of all directors who are in office immediately prior to the closing of the polls for the election of directors at the 2007 Annual Meeting of Stockholders shall expire at such time and all directors will be elected annually beginning with the 2007 Annual Meeting.
The terms of four directors will expire at the 2006 Annual Meeting. Except as provided above, Directors elected at the 2006 Annual Meeting will hold office for a three-year term expiring at the Annual Meeting in 2009 (or until their respective successors are elected and qualified, or until their earlier death, resignation, or removal). Mr. Brennan and Dr. Sullivan will retire from the Board of Directors at the May 2006 Annual Meeting of Stockholders in accordance with the Boards retirement policy which provides that each nonemployee director must tender his or her resignation at the annual meeting following his or her 72nd birthday. There are no family relationships among the Companys executive officers and directors.
A plurality of votes cast is required for the election of directors. However, under the Companys Corporate Governance Guidelines, any nominee for director in an uncontested election (i.e., an election where the only nominees are those recommended by the Board) who receives a greater number of votes withheld from his or her election than votes for such election (a Majority Withheld Vote) will promptly tender his or her resignation for consideration by the Nominating and Governance Committee.
The Nominating and Governance Committee will promptly consider the best interests of 3M and its stockholders and recommend to a committee of independent directors of the Board whether to accept the tendered resignation or to take some other action, such as rejecting the resignation and addressing the apparent underlying causes of the withheld votes.
The Board will create a committee of all the independent directors who did not receive a Majority Withheld Vote to consider the Nominating and Governance Committees recommendation and take action within 90 days following the uncontested election. Thereafter, the committee of independent directors will promptly disclose its decision and an explanation of how the decision was reached in a Current Report on Form 8-K filed with the Securities and Exchange Commission.
If one or more members of the Nominating and Governance Committee receive a Majority Withheld Vote, then the Board will create a committee of independent directors who did not receive a Majority Withheld Vote to consider the resignation offers of all directors receiving a Majority Withheld Vote and determine whether to accept the tendered resignation(s) or to take some other action and promptly disclose their decision as described above.
Except as provided in the next sentence, a director receiving a Majority Withheld Vote shall remain active and engaged in Board activities during this Nominating and Governance Committee and Board process. Any director who receives a Majority Withheld Vote and tenders his or her resignation pursuant to this provision will not participate in the committee action regarding whether to accept the tendered resignation offer or take some other action. However, if the only directors who did not receive a Majority Withheld Vote in the same election constitute three or fewer independent
directors, then all independent directors may participate in the committee action regarding whether to accept the resignation offer(s) or to take some other action.
The persons named as proxies intend to vote the proxies for the election of the nominees to the Board of Directors. If any of the nominees should be unavailable to serve as a director, an event which is not anticipated, the persons named as proxies reserve full discretion to vote for any other persons who may be nominated.
The Board of Directors recommends a vote FOR the election to the Board of each of the foregoing nominees. Proxies solicited by the Board of Directors will be voted FOR each of the nominees unless a contrary vote is specified.
The Companys directors listed below whose terms are not expiring this year will continue in office for the remainder of their terms or earlier in accordance with the Companys Bylaws. Information regarding the business experience of the incumbent directors is provided below.
RATIFICATION OF THE
The Audit Committee has appointed PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit the Companys consolidated financial statements for the year ending December 31, 2006. If the stockholders do not ratify the selection of PricewaterhouseCoopers LLP, the Audit Committee will reconsider the selection.
During 2005, PricewaterhouseCoopers LLP served as the Companys independent registered public accounting firm and also provided certain tax and other audit-related services. For a description of those services and the fees paid, see section entitled Fees of Independent Registered Public Accounting Firm.
Representatives of PricewaterhouseCoopers LLP are expected to attend the Annual Meeting where they will be available to respond to questions and, if they desire, to make a statement.
The Board of Directors recommends a vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm. Proxies solicited by the Board of Directors will be voted FOR ratification unless a contrary vote is specified.
PROPOSAL TO AMEND THE
COMPANYS CERTIFICATE OF INCORPORATION TO
Stockholders are being asked to approve an amendment to Article TENTH (the Amendment) of the Companys Certificate of Incorporation to eliminate the present three-year staggered terms of our directors and to provide instead for the annual election of all directors. In addition, the Amendment provides that directors elected for one-year terms may be removed by the stockholders with or without cause, amending the provision of the existing Certificate of Incorporation that permits removal only for cause. Under the present classified board structure, our directors are divided into three classes, with each class serving three-year terms, and are removable only for cause. If the Amendment is approved, directors will be elected to one-year terms of office beginning at the 2007 Annual Meeting, and the directors so elected will be removable with or without cause.
In determining whether the Amendment is in the best interests of the Companys stockholders, the Nominating and Governance Committee and the Board considered arguments for and against the classified board structure which was adopted by the Board and approved by the stockholders in 1986. The Board considered that overlapping three-year terms of directors promote continuity and stability in governance, that experienced directors may have a longer-term perspective, that three-year director terms can strengthen director independence and facilitate retention of qualified directors. The classified board structure can also increase the Boards negotiating leverage with respect to unsolicited takeover proposals.
The Board also considered the views of investors who believe that the classified board structure reduces the accountability of directors to stockholders because the directors on such a board do not face an annual election. Since director elections are the primary means by which the stockholders can affect corporate management, the classified board structure may diminish stockholder influence over Company policy. Furthermore, the classified board structure may negatively affect stockholder value
by discouraging proxy contests in which stockholders have an opportunity to vote for an entire slate of competing nominees.
After weighing all of these considerations, the Nominating and Governance Committee recommended the elimination of the classified board, and the Board agreed and determined that the Amendment is advisable and in the best interests of the Company and its stockholders. Accordingly, the Board has approved the Amendment (which is described below and set forth in its entirety in the Certificate of Amendment in Appendix F), and recommends that the stockholders approve the Amendment by voting in favor of this Proposal.
1. Beginning At The 2007 Annual Meeting of Stockholders, All Directors Will Serve One-Year Terms If the Amendment is approved by the stockholders, the terms of office of all directors who are in office immediately prior to the closing of the polls for the election of directors at the 2007 Annual Meeting of Stockholders of the Corporation shall expire at such time. At each Annual Meeting of Stockholders beginning with the 2007 Annual Meeting of Stockholders of the Corporation, the directors shall not be classified, and the directors shall be elected annually and shall hold office for a term expiring at the next Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified.
2. The Certificate of Incorporation Will Be Amended With the Effect That All Directors Elected To Fill Vacancies After the 2007 Annual Meeting Will Serve One-Year Terms Article TENTH of the Companys Certificate of Incorporation currently provides that directors elected to fill vacancies on the Board serve the remainder of the full three-year terms to which their predecessors were elected. Consistent with the proposed elimination of the classified board structure, Article TENTH would be amended to eliminate the applicability of such provisions as of the 2007 Annual Meeting which will result in directors elected to fill vacancies on the Board after the 2007 Annual Meeting serving for a term ending at the next Annual Meeting following their election.
3. The Provision Requiring That Directors Be Removed By The Stockholders Only For Cause Will Be Amended To Provide That Directors Elected in the Future for One-Year Terms Are Removable With Or Without Cause Article TENTH of the Certificate of Incorporation currently provides that our directors may be removed by the Companys stockholders only for cause. Under Delaware law, directors of companies that do not have classified boards may be removed by stockholders with or without cause. Because the Amendment to our Certificate of Incorporation must, therefore, provide for director removal without cause after the 2007 Annual Meeting (when the classification of the Board would terminate), Article TENTH would also be amended to change the current limitation on director removal by providing that directors elected to one-year terms of office may be removed with or without cause.
4. The Provision Requiring At Least 80% of The Outstanding Shares To Amend or Repeal Article TENTH Will Be Eliminated Article TENTH of the Certificate of Incorporation currently provides that Article TENTH may not be amended or repealed unless such action is approved by the affirmative vote of the holders of not less than 80 percent (80%) of the voting power of all of the outstanding shares of stock entitled to vote. The Amendment eliminates this provision and, if the Amendment is approved, Delaware law provides that future changes to Article TENTH will require the approval of the majority of the outstanding shares of stock entitled to vote.
Vote Required: The affirmative FOR vote by the holders of at least 80 percent (80%) of the outstanding common stock entitled to vote is required to approve this amendment to the Companys Certificate of Incorporation.
Effective Date: If approved by the stockholders, the Amendment would become effective upon the filing with the Secretary of State of Delaware of a Certificate of Amendment, which is set forth in Appendix F attached hereto, which filing is expected to take place shortly after the stockholders approve the amendment.
The Board of Directors recommends that stockholders vote FOR this proposal. Proxies solicited by the Board of Directors will be voted FOR this proposal unless a contrary vote is specified.
3M has received a stockholder proposal from the United Brotherhood of Carpenters Pension Fund (the Proponent). The Proponent has requested the Company to include the following proposal and supporting statement in its proxy statement for the Annual Meeting of Stockholders. The proposal may be voted on at the Annual Meeting only if properly presented by the Proponent or the Proponents qualified representative.
Resolved: That the shareholders of 3M Company (Company) request that the Board of Directors Executive Compensation Committee establish a pay-for-superior-performance standard in the Companys executive compensation plan for senior executives (Plan), by incorporating the following principles into the Plan:
1. The annual incentive component of the Companys Plan should utilize financial performance criteria that can be benchmarked against peer group performance, and provide that no annual bonus be awarded based on financial performance criteria unless the Company exceeds the median or mean performance of a disclosed group of peer companies on the selected financial criteria;
2. The long-term equity compensation component of the Companys Plan should utilize financial and/or stock price performance criteria that can be benchmarked against peer group performance, and any options, restricted shares, or other equity compensation used should be structured so that compensation is received only when Company performance exceeds the median or mean performance of the peer group companies on the selected financial and stock price performance criteria; and
3. Plan disclosure should allow shareholders to monitor the correlation between pay and performance established in the Plan.
Supporting Statement: We feel it is imperative that executive compensation plans for senior executives be designed and implemented to promote long-term corporate value. A critical design feature of a well-conceived executive compensation plan is a close correlation between the level of pay and the level of corporate performance. We believe the failure to tie executive compensation to superior corporate performance has fueled the escalation of executive compensation and detracted from the goal of enhancing long-term corporate value. The median increase in CEO total compensation between 2003 and 2004 was 30.15% for S&P 500 companies, twice the previous year increase of 15.04% according to The Corporate Librarys CEO Pay Survey.
The pay-for-performance concept has received considerable attention, yet most executive compensation plans are designed to award significant amounts of compensation for average or below average peer group performance. Two common and related executive compensation practices have combined to produce pay-for-average-performance and escalating executive compensation.
First, senior executive total compensation levels are targeted at peer group median levels. Second, the performance criteria and benchmarks in the incentive compensation portions of the plans, which typically deliver the vast majority of total compensation, are calibrated to deliver a significant portion of the targeted amount. The formula combines generous total compensation targets with less than demanding performance criteria and benchmarks.
We believe the Companys Plan fails to promote the pay-for-superior-performance principle. Our Proposal offers a straightforward solution: The Compensation Committee should establish and disclose meaningful performance criteria on which to base annual and long-term incentive senior executive compensation and then set and disclose performance benchmarks to provide for awards or payouts only when the Company exceeds peer group performance. We believe a plan to reward only superior corporate performance will help moderate executive compensation and focus senior executives on building sustainable long-term corporate value.
Boards Statement Opposing the Proposal
After careful consideration, and for the reasons set forth below, the Board believes that the proposal to require the Compensation Committee (the Committee) to establish a pay-for-superior-performance standard by using the performance of peer companies rather than 3Ms performance to determine the amount of payments under 3Ms performance based compensation plans for senior executives is not in the best interests of 3M or its stockholders for the following reasons:
1. The proposal is so vague and subject to different interpretations that neither the stockholders voting on the Proposal, nor the Committee in implementing the Proposal (if adopted), would be able to determine with any reasonable certainty exactly what actions or measures the Proposal requires. For example, the proposal does not clearly indicate whether the Committee should abolish any or all of the current compensation plans for senior executives or how the proposal would apply to each of the three separate compensation plans referred to below.
2. Total compensation must be competitive to attract the best talent to 3M; motivate employees to perform at their highest levels; reward outstanding achievement; and retain those individuals with the leadership abilities and skills necessary for building long-term stockholder value. Senior executives are effectively motivated when their performance-based compensation is directly tied to 3Ms performance and not to the performance of peer companies over which 3Ms senior executives have no control. Compensation plans that would pay nothing for outstanding performance that merely matched the performance of 3Ms peer companies would not accomplish these purposes.
3. We believe strongly in, and have a long history of, linking executive compensation to Company performance. A significant portion (targeted at 65 percent to 89 percent) of an executives total compensation is variable and at risk and tied to both the quarterly and long-term financial performance of the Company. The Companys performance-based compensation consists of the following components: quarterly profit sharing, three-year performance unit plan and stock options.
· Quarterly Profit Sharing Profit sharing is variable compensation based on the quarterly economic profit of the Company and its business units. Economic profit is defined as quarterly net operating income minus a charge for operating capital used by the business.
The economic profit measurement is directly related to the creation of stockholder value since it emphasizes the effective use of capital and solid profitable growth. Compensation paid under the profit sharing plan fluctuates based on Company performance.
· Three-year Performance Unit Plan The Performance Unit Plan is variable compensation based on the Companys long-term performance. The amount payable for each performance unit granted in 2005 is linked to the performance criteria of Economic Profit Growth and Sales Growth. Sales Growth is the percentage amount by which the Companys worldwide organic sales growth (sales growth adjusted for acquisitions, inflation and currency effects) exceeds worldwide real sales growth as reflected in the Industrial Production Index (IPI) as published by the U.S. Federal Reserve Board. Since the IPI reflects the growth of companies in many of the same markets as 3M, the index provides a good way to compare 3Ms performance to the performance of the competitive marketplace. The amount payable may be anywhere from $0 to $360 per unit, depending on the performance of the Company during the three-year performance period ending on December 31, 2007.
· Stock Options The objectives of the Management Stock Ownership Program are to help the Company attract and retain outstanding employees, and to promote the growth and success of the Companys business by aligning the financial interests of these employees with the other stockholders of the Company. Currently, the Committee makes annual grants of stock options under the Program to the executive officers. These options have an exercise price equal to the market price of the Companys common stock on the grant date, and generally expire ten years after the grant date. Stock options encourage executives to become owners of the Company, which further aligns their interests with those of the stockholders. These options only have value to the recipients if the price of the Companys stock appreciates after the options are granted.
The Board believes that 3Ms current performance-based compensation programs work well and have been a strong contributing factor to the Companys success over the years, providing real value to its stockholders. The Board believes that it is in the best interests of stockholders to give the Committee the flexibility and discretion to use performance-based compensation and equity incentive tools as appropriate based on the circumstances and information available at the time. For this reason and the reasons stated above, the Board believes that the adoption of the stockholder proposal is unnecessary and detrimental to the long-term interests of the Companys stockholders.
The Board of Directors recommends a vote AGAINST this proposal for the reasons discussed above. Proxies solicited by the Board of Directors will be voted AGAINST this proposal unless a stockholder indicates otherwise in voting the proxy.
3M has received a stockholder proposal from Dorothy Goldberg and David Goldberg (the Proponents). The Proponents have requested the Company to include the following proposal and supporting statement in its proxy statement for the Annual Meeting of Stockholders. The proposal may be voted on at the Annual Meeting only if properly presented by the Proponent or the Proponents qualified representative.
WHEREAS, the Company conducts tests on animals as part of its product research and development; and WHEREAS, the Company also retains independent laboratories to conduct tests on animals as part of product research and development; and
WHEREAS, abuses of animals at independent laboratories have been recently revealed and disclosed by the media; and WHEREAS, the Company has no published animal welfare or animal care policy prominently posted on its website; NOW THEREFORE,
BE IT RESOLVED, that the shareholders request that the Board adopt and post an Animal Welfare Policy online which addresses the Companys commitment to (a) reducing, refining and replacing its use of animals in research and testing, and (b) ensuring superior standards of care for animals who continue to be used for these purposes, both by the Company itself and by all independently retained laboratories, including provisions to ensure that animals psychological, social and behavioral needs are met. Further, the shareholders request that the Board issue an annual report to shareholders on the extent to which in-house and contract laboratories are adhering to this policy, including the implementation of the psychological enrichment measures.
The Boards of many companies have adopted and prominently published animal welfare policies on their websites relating to the care of animals used in product research and development. Our Company should be an industry leader with respect to animal welfare issues, and yet it has no publicly available animal welfare policy.
The recent disclosure of atrocities recorded at Covance, Inc. has made the need for a formalized, publicly available animal welfare policy that extends to all outside contractors all the more relevant, indeed urgent. Filmed footage showed primates being subjected to such gross physical abuses and psychological torments that Covance sued to stop PETA Europe from publicizing it. The Honorable Judge Peter Langan, in the United Kingdom, who denied Covances petition, stated in his decision that the video was highly disturbing and that just two aspects of it, namely the rough manner in which animals are handled and the bleakness of the surroundings in which they are kept. . . . even to a viewer with no particular interest in animal welfare, at least cry out for explanation.1
Shareholders cannot monitor what goes on behind the closed doors of the animal testing laboratories, so the Company must. Accordingly, we urge the Board to commit to ensuring that basic animal welfare measures are an integral part of our Companys corporate stewardship.
We urge shareholders to support this Resolution.
1 The case captioned Covance Laboratories Limited v. PETA Europe Limited was filed in the High Court of Justice, Chancery Division, Leeds District Registry, Claim No. 5C-00295. In addition to ruling in PETAs favor, the Court ordered Covance to pay PETA £50,000 in costs and fees.
3M has implemented the Proposal by posting its well established Animal Welfare in Testing and Research Global Policy (Animal Welfare Policy) on its Web site. The Animal Welfare Policy applies to both 3M and its contract research organizations worldwide and states in part:
3M is obligated to ensure that its products are effective and safe. At present, this requires the judicious use of laboratory animals in research and development of some products. 3M looks forward to the day when science has developed to the point where the use of animals no longer is required to establish the efficacy and safety of its products. Until then, 3M is committed to the use of alternatives to animals when feasible and subscribes to the recognized principles of replacement, reduction and refinement (The Principles of Humane Experimental Techniques, W.M.S. Russell & R.L. Burch, 1959). When animal studies are deemed necessary, there must be effective programs to ensure: animals are treated humanely, ethically, and in accord with accepted veterinary practices to promote their comfort and physical and psychological well-being; their use is scientifically justified; and their care and treatment are carefully scrutinized by an effective institutional animal care and use review process. One recognized means for demonstrating commitment to and achievement of a high quality animal care and use program is through accreditation by the Association for Assessment and Accreditation of Laboratory Animal Care, International (AAALAC).
AAALAC is a private, nonprofit organization that promotes the humane treatment of animals in science through voluntary accreditation and assessment programs and conduct program evaluations that determine which institutions are awarded AAALAC accreditation. Their responsibilities include conducting site visits, reviewing site visit reports, evaluating information and reviewing yearly reports from accredited institutions.
The Company is also willing to issue an annual report regarding compliance with the Animal Welfare Policy and post that report on its Web site as part of the Companys Sustainability Report. By taking these actions and posting the Companys Animal Welfare Policy on its Web site which describes the Companys commitment to the appropriate care and treatment of laboratory animals, we believe the Proposal is unnecessary since we have already addressed the objectives sought by the Proponent.
The Board of Directors recommends a vote AGAINST this proposal for the reasons discussed above. Proxies solicited by the Board of Directors will be voted AGAINST this proposal unless a stockholder indicates otherwise in voting the proxy.
3M has received identical stockholder proposals from the Funding Exchange, the Benedictine Sisters of Mount St. Scholastica, and the Congregation of Holy Cross Southern Province, all of which are represented by Harrington Investments, Inc., 1001 2nd Street, Suite 325, Napa, CA 94559 (the Proponent). The Proponent has requested the Company to include the following proposal and supporting statement in its proxy statement for the Annual Meeting of Stockholders. The proposal may be voted on at the Annual Meeting only if properly presented by the Proponent or the Proponents qualified representative.
WHEREAS: our companys business practices in China respect human and labor rights of workers. The first nine principles below were designed to commit a company to a widely accepted and thorough set of human and labor rights standards for China. They were defined by the International Labor Organization and the United Nations Covenants on Economic, Social & Cultural Rights, and Civil & Political Rights.
(1) No goods or products produced within our companys facilities or those of suppliers shall be manufactured by bonded labor, forced labor, within prison camps or as part of reform-through-labor or reeducation-through-labor programs.
(2) Our facilities and suppliers shall adhere to wages that meet workers basic needs, fair and decent working hours, and at a minimum, to the wage and hour guidelines provided by Chinas national labor laws.
(3) Our facilities and suppliers shall prohibit the use of corporal punishment, any physical, sexual or verbal abuse or harassment of workers.
(4) Our facilities and suppliers shall use production methods that do not negatively affect the workers occupational safety and health.
(5) Our facilities and suppliers shall not call on police or military to enter their premises to prevent workers from exercising their rights.
(6) We shall undertake to promote the following freedoms among our employees and the employees of our suppliers: freedom of association and assembly, including the rights to form unions and bargain collectively; freedom of expression, and freedom from arbitrary arrest or detention.
(7) Company employees and those of our suppliers shall not face discrimination in hiring, remuneration or promotion based on age, gender, marital status, pregnancy, ethnicity, region of origin, labor, political or religious activity, or on involvement in demonstrations, past records of arrests or internal exile for peaceful protest, or membership in organizations committed to non-violent social or political change.
(8) Our facilities and suppliers shall use environmentally responsible methods of production that have minimum adverse impact on land, air and water quality.
(9) Our facilities and suppliers shall prohibit child labor, at a minimum comply with guidelines on minimum age for employment within Chinas national labor laws.
(10) We will not sell or provide products or technology in China that can be used to commit human rights violations or labor rights abuse.
(11) We will issue annual statements to the China Working Group detailing our efforts to uphold these principles and to promote these basic freedoms.
RESOLVED: Stockholders request the Board of Directors to make all possible lawful efforts to implement and/or increase activity on each of the principles named above in the Peoples Republic of China.
SUPPORTING STATEMENT: As U.S. companies import more goods, consumer and shareholder concern is growing about working conditions in China that fall below basic standards of fair and humane treatment. We hope that our company can prove to be a leader in its industry and embrace these principles.
3M has long been recognized worldwide as an ethical and law-abiding company. Although the Company has business operations in more than 60 countries, 3M has only one set of business conduct policies and human resource principles that apply globally. These universal standards provide a framework for conducting business the right way legally and ethically everywhere 3M does business, including the Peoples Republic of China. 3M opposes the proposal because adopting duplicative principles for one country is unnecessary and contrary to the benefits derived from one set of standards applicable to every country where we do business. 3Ms universal standards relate to and substantially implement each of the principles described in the proposal and include:
· Fair Employment and Labor Practices: Our compensation for our workforce in China significantly exceeds minimum wage requirements. 3M values a diverse workforce and has extensive programs to identify, hire, educate, and promote employees with a wide range of skills and attributes. 3M prohibits workplace harassment and respects workers freedom to associate with each other and organize. 3M has adopted strong worker protection principles that apply worldwide that prohibit the use of forced or bonded labor, or the employment of children under the minimum age established by local law.
· Harassment-free Workplace: It is 3M policy that employees and others acting on 3Ms behalf are entitled to a working environment that is free of inappropriate behavior of all kinds and harassment because of age, disability, marital status, race or color, national origin, religion, sex or sexual orientation.
· Environmental, Health and Safety: It is 3M policy to provide a safe and healthful workplace for its employees, and to minimize the impact of our production processes and products on the environment.
· Supplier Expectations: We also set specific expectations for our suppliers. These expectations state that a 3M supplier must, among others: (i) ensure that goods produced for 3M have been manufactured and sold in compliance with all applicable laws, rules, and regulations; (ii) comply with all local country labor laws, including those related to wages, hours worked, working conditions, and child labor; (iii) not use labor which is a result of mental or physical coercion, physical punishment, slavery or other oppressive labor conditions; (iv) comply with applicable country employment discrimination laws; (v) hire and employ workers in compliance with applicable laws, wages, benefits, and working hours are expected to be fair and reasonable in the local labor market; and (vi) provide workers with a safe and healthy work environment that is in compliance with applicable laws.
Each year, 3M publishes on its Web site a sustainability report that looks beyond financial reporting and marketplace performance to present a broader perspective of our Company and our values. This report provides our employees and a broad external audience with
an overview of the management systems we apply to the economic, social, workforce, and environmental aspects of our business. This report is available not only to the China Working Group referred to in the stockholder proposal, but to everyone. A copy of the report is available at: http://solutions.3m.com/wps/portal/!ut/p/kcxml/04_Sj9SPykssy0xPLMnMz0vM0Q9KzYsPDdaP0I8yizeINzTy0S_IcFQEAILZSrE!.
In recognition of our commitment to sustainability, 3M has been selected for inclusion in the 2006 Dow Jones Sustainability Index that tracks the performance of sustainability-driven companies worldwide. This marks the fifth year that we have been included in the index and named the leader in our category of diversified companies.
Our business touches a broad and diverse group of individuals and organizations our employees, stockholders, customers, suppliers, and communities in which we operate. The Companys universal standards effectively support its responsibilities to each of its stakeholders. We believe the Companys global business conduct policies, human resource principles and management systems already address the objectives sought by the Proponent.
Last year, Harrington Investments, on behalf of a nominal stockholder, asked the Company to include the same proposal in the Companys proxy materials for its 2005 annual meeting. 3M responded directly to Harrington Investments that it already substantially implemented the Proposal. At Harringtons request for specific detailed information on 3Ms practices in China, 3M arranged conference calls for representatives from Harrington Investments and the non-profit China Working Group that periodically works with Harrington Investments, and several 3M representatives, including 3M Chinas managing director and manufacturing director. In the last conference call, the executive director of the China Working Group explicitly sought a financial contribution from the Company to support that groups efforts in China in exchange for withdrawing the proposal. The Company declined to make a contribution under those circumstances and the proposal was defeated at last years annual meeting.
The Board of Directors recommends a vote AGAINST this proposal for the reasons discussed above. Proxies solicited by the Board of Directors will be voted AGAINST this proposal unless a stockholder indicates otherwise in voting the proxy.
The following table sets forth information concerning beneficial ownership of the Companys common stock as of February 28, 2006, for: (a) each director and the nominees for director; (b) Named Executive Officers set forth in the Summary Compensation Table; and (c) the directors and executive officers as a group. Unless otherwise indicated, each person has sole investment and voting power (or shares such powers with his or her spouse) with respect to the shares set forth in the following table.
The number of shares beneficially owned by each director or executive officer is determined under the rules of the Securities and Exchange Commission, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has the sole or shared voting power or investment power and also any shares that the individual has the right to acquire as of April 29, 2006 (60 days after February 28, 2006), through the exercise of any stock option or other right. Options exercisable within 60 days after February 28, 2006, are shown separately.
FOOTNOTES TO BENEFICIAL OWNERSHIP TABLE
(1) Common Stock Beneficially Owned includes (a) stock held in joint tenancy, (b) stock owned as tenants in common, (c) stock owned or held by spouse or other members of the nominees household, and (d) stock in which the nominee either has or shares voting and/or investment power, even though the nominee disclaims any beneficial interest in such stock. Options exercisable within 60 days after February 28, 2006, are shown separately.
(2) Option prices for these shares range from $31.5175 to $86.2000 per share.
(3) Shares Held as Deferred Stock by nonemployee directors represent the number of shares of the Companys common stock, as of February 28, 2006, which the directors will receive upon termination of membership on the Board of Directors for any reason. These shares result from the voluntary election by the nonemployee directors to defer the payment of directors fees. No shares of common stock have as yet been issued, and the directors have neither voting nor investment powers in these shares of deferred stock.
(4) Ownership includes restricted stock units that generally vest over a five-year period if the executive remains continuously employed by the Company and are subject to forfeiture under certain circumstances.
(5) Ownership reported as of December 31, 2005.
(6) Ownership reported as of December 31, 2005, date insider status ended.
(7) Ownership includes restricted shares that generally vest in increments of one-third over a seven-year period if the executive remains continuously employed by the Company and are subject to forfeiture under certain circumstances.
(8) All directors and executive officers as a group owned beneficially less than one percent of the outstanding common stock of the Company.
The following table sets forth information regarding beneficial ownership of more than 5 percent of the outstanding 3M stock as of December 31, 2005.
(1) State Street holds 8.0 percent of our outstanding common stock as trustee for certain 3M savings plans, including the Companys Voluntary Investment Plan and Employee Stock Ownership Plan, a 401(k) retirement savings plan. Under the terms of the plans, State Street is required to vote shares allocated to the accounts of the participants in accordance with instructions received from such participants. Information is based on a Schedule 13G/A filed with the SEC on February 13, 2006. State Street disclaims beneficial ownership of all of the shares listed above.
(2) The address and number of shares of 3M common stock beneficially owned by Barclays Global Investors, NA is based on the Schedule 13G filed by Barclays Global Investors, NA with the SEC on January 27, 2006.
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers to file with the Securities Exchange Commission reports regarding their ownership and changes in ownership of our stock. 3M believes that during 2005, its directors and executive officers complied with all Section 16(a) filing requirements. In making this statement, 3M has relied upon examination of the copies of Forms 3, 4, and 5 and the written representations of its directors and executive officers.
The following table sets forth certain compensation information for each of the individuals who served as the chief executive officer of 3M during 2005, as well as the four other executive officers of 3M who, based on their salary and bonus compensation, were the most highly compensated for 2005 (the Named Executive Officers). All information set forth in this table reflects compensation earned by these individuals for services in 2005, as well as their compensation in 2004 and 2003.
(1) Generally, profit sharing is paid in cash; however, the Named Executive Officers have in the past, and may in the future, receive a portion of their profit sharing in restricted shares of the Companys common stock as determined by the Compensation Committee. For Mr. Ziegler, in 2005 Bonus includes $283,333 of a signing bonus payable to him in accordance with his employment agreement with the Company.
(2) Other Annual Compensation includes perquisites or other personal benefits received by the named individuals to the extent that the aggregate amount thereof exceeds the lesser of $50,000, or 10 percent of the total base salary and profit sharing earned by such individual during the year, amounts reimbursed to individuals during the year for payment of taxes and that portion of interest above market rates (as determined by the SEC) paid on that compensation voluntarily deferred by the individuals. For 2005, Mr. McNerneys Other Annual Compensation includes $73,346 for the incremental cost of Company-required personal use of corporate aircraft.
(3) Value as of the date of grant. As of December 31, 2005, Mr. Buckley held 207,808 restricted stock units that had a value of $16,105,120. These units were granted to Mr. Buckley on December 6, 2005, in accordance with his employment agreement with the Company. 50,000 of these units vest in increments of 20 percent on the 6th of December in the years 2006 through 2010 if he remains continuously employed by the Company. The Company will grant Mr. Buckley additional restricted stock units in lieu of dividends on these 50,000 units during the vesting period. 25,000 of the restricted stock units vest on December 31, 2006, while the remaining 132,808 restricted stock units vest on December 6, 2010, if Mr. Buckley remains continuously employed by the Company. Dividend equivalents in the form of cash will be paid to Mr. Buckley on these 157,808 units during the vesting period. As of December 31, 2005, Mr. Ziegler held 12,000 shares of restricted stock that had a value of $960,000. These shares resulted from a grant of 12,000 shares of restricted stock made to Mr. Ziegler in accordance with his employment agreement with the Company. These shares vest in increments of 33-1/3 percent on the 1st of January in the years 2006, 2008, and 2010 if he remains continuously employed by the Company. Dividends are paid on this restricted stock to the same extent and at the same time the Company pays dividends on its common stock. (For more information about these restricted stock units and this restricted stock, see the section entitled Employment Contracts, Termination of Employment, and Change-in-Control Arrangements.
(4) The number of stock options shown in this column includes both annual grants of incentive and nonqualified stock options and Progressive Stock Options, which are described more fully in footnote 1 to the Option Grants in Last Fiscal Year Table.
(5) All Other Compensation includes: (a) the dollar value of premiums paid on behalf of the individual under the whole life or universal life insurance policies issued to them under the Executive Life Insurance Plan; and (b) all amounts contributed by the Company to the account of each named executive under the Companys 401(k) plans. For 2005, the dollar value of the premiums paid on behalf of the Named Executive Officers under the whole life or universal life insurance policies issued to them under the Executive Life Insurance Plan were $262,937 for Mr. McNerney, $67,474 for Mr. Ziegler, $85,492 for Mr. Wiens, $62,151 for Mr. Campbell, and $36,906 for Dr. Nozari. During 2005 the amounts contributed by the Company to the accounts of the Named Executive Officers under the Companys 401(k) plans were $6,739 for Mr. Morrison, $39,616 for Mr. McNerney, $12,001 for Mr. Ziegler, $10,111 for Mr. Wiens, $20,029 for Mr. Campbell, and $10,111 for Dr. Nozari.
The following table shows all grants of options to acquire shares of 3M common stock granted in 2005 to the Named Executive Officers.