Time and Date 8:30 a.m., Central Daylight Time Tuesday, May 9, 2023
	Where
	Virtual only at www.virtualshareholder meeting.com/MMM2023
How to vote
Whether or not you plan to attend the Annual Meeting,virtual meeting, please vote your proxy either by using the Internet or telephone as soon as possible. further explained in this Proxy Statement or by filling in, signing, dating, and promptly mailing a proxy card.
	By Telephone
	In the U.S. or Canada, you may vote your shares toll-free by calling 1-800-690-6903.
	By Internet
	You may vote your proxy on the Internet,shares online at www.proxyvote.com.
	By Mail
	You may vote by telephone, or, if this Proxy Statement was mailed to you,mail by completing marking, dating, and mailing the enclosed traditional proxy card. Please review the instructions on thesigning your proxy card or voting instruction form and returning it in the electronic proxy material delivery notice regarding each of these voting options. Thank you for your ongoing support of 3M. Sincerely, March 25, 2020 postage-paid envelope.
Michael F. Roman Chairman of the Board, President and Chief Executive Officer
	By Online Voting
	You may vote online at the virtual Annual Meeting.

Table of Contents

Notice of 2020 Annual Meeting of Shareholders

Items of business

			Board Recommendation
1.	Elect the eleven10 directors identified in the Proxy Statement, each for a term of one year.		“FOR”	FOR
2.	Ratify the appointment of PricewaterhouseCoopers LLP as 3M’s independent registered public accounting firm for 2020.2023.		“FOR”	FOR
3.	Approve, on an advisory basis, the compensation of our Named Executive Officers.		“FOR”	FOR
4.	Shareholder proposalApprove, on setting target amounts for CEOan advisory basis, the frequency of advisory votes on the compensation if properly presented at the meeting.of our named executive officers.		“AGAINST”	Every “1 Year”
5.
Transact such other business as may properly come before the Annual Meeting and any adjournment or postponement.

Record date

You are entitled to vote if you were a shareholder of record at the close of business on Tuesday, March 17, 2020.

14, 2023.

Adjournments and postponements

Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

Annual report

Our 20192022 Annual Report, which is not part of the proxy soliciting materials, is enclosed if the proxy materials were mailed to you. The Annual Report is accessible on the Internet by visitingwww.proxyvote.com, if you have received the Notice of Internet Availability of Proxy Materials, or previously consented to the electronic delivery of proxy materials.

By Orderorder of the Board of Directors,

 

Ivan K. FongMichael M. Dai

Senior Vice President, Associate General Counsel and Secretary

3M Company

3M Center, St. Paul, Minnesota 55144

Important Notice regardingAttending the availability of proxy materials forvirtual Annual Meeting

To leverage technology to enable shareholder participation from any location, the 2023 Annual Meeting of Shareholders towill be held on May 12, 2020.

exclusively online.

The Notice of Annual Meeting, Proxy Statement, and 2019 Annual Report are available atwww.proxyvote.com. Enter the 16-digit control number located in the box next to the arrow on the Notice of Internet Availability of Proxy Materials or proxy card to view these materials.

THIS PROXY STATEMENT AND PROXY CARD, OR THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS, ARE BEING DISTRIBUTED TO SHAREHOLDERS ON OR ABOUT MARCH 25, 2020.

	Time and Date 8:30 a.m., Central Daylight Time Tuesday, May 12, 2020
	Place Archer Hotel, 3121 Palm Way Austin, TX 78758

How to vote

Whether or not you plan to attend the meeting, please provide your proxy by either using the Internet or telephone as further explained in this Proxy Statement or filling in, signing, dating, and promptly mailing a proxy card.

	By Telephone In the U.S. or Canada, you can vote your shares toll-free by calling 1-800-690-6903.
	By Internet You can vote your shares online at www.proxyvote.com.
	By Mail You can vote by mail by marking, dating, and signing your proxy card or voting instruction form and returning it in the postage-paid envelope.

Attending the meeting

If you wish to attend the Annual Meeting in person, you will need to RSVP and print your admission ticket atwww.proxyvote.com. An admission ticket together with a valid government issued photo identification must be presented in order toTo be admitted to the Annual Meeting. Please referMeeting at www.virtualshareholdermeeting.com/MMM2023, you need to enter the section entitled “Annual Meeting Admission”16-digit control number on your proxy card, voting instruction, or Notice of Internet Availability you previously received. See additional instructions on page 95110.

We have worked to offer the same participation opportunities as were provided at the in-person portion of our past meetings. At the Proxy Statement for further details.

We are actively monitoring the coronavirus (COVID-19) situation. In the event it is not possible or advisable to hold ourvirtual Annual Meeting, in person,we will publicly announce, as soon as practicable before the meeting, a determination to hold the meeting solely by means of remote communication online. In that event,you or your proxyholder couldmay participate,vote and examine thea list of shareholders of record entitled to vote at the meeting by accessing a designated websitewww.virtualshareholdermeeting.com/MMM2023. If you wish to submit questions in advance of the virtual meeting, you may do so by using your 16-digit control number. Please monitor our investor relationsnumber to access www.proxyvote.com. During the virtual meeting, you may type in your questions on the meeting website athttps://investors.3m.com for updated information.as well. See additional instructions on page 111.

4    3M Company

Table of Contents

Message fromA letter to our Chairman and ChiefshareholdersExecutive Officer	23
Notice of 2023 Annual Meeting of shareholders	4
Notice of 2020 Annual MeetingProxy highlightsof Shareholders	37
Proxy highlights	6
Director nominees	6
Corporate governance highlights	7
Significant corporate governance actions	8
Executive compensation	9
Selected 2019 financial performance and business highlights	10
Elements of target 2019 total direct compensation	11
Compensation policies and practices	11
Noteworthy compensation program actions since January 1, 2019	12
Corporate governance at 3M	1318
Proposal No. 1Elect the Eleven10 Directors Identified in this Proxy Statement	1318
Nominees for director	1420
Board Membership Criteriamembership criteria	1926
Director nominees – Diversity— diversity of skills and experience	2026
Diversity	2027
Board self-evaluation process	27
Director nomination process	28
Identification, evaluation, and selection of nominees	2128
Director independenceShareholder nominations	21
Nominees proposed by shareholders	2229
Shareholder nominations – Advance— advance notice bylaw	2229
Shareholder nominations — universal proxy rules	29
Proxy access nominations	2229
Director orientation and continuing education	29
Director independence	30
Corporate governance overviewpractices and policies	2330
Corporate governance highlights	2331
Corporate governance guidelines	28
Board’s role in the Company’s long-term strategy	28
Board’s role in risk oversight	30
Management succession planning	3032
Communication with directors	3132

Board structure and processes	3440
Board’s leadership structure	3440
Lead Independent lead directorDirector	3541
Executive sessions	3641
Board committees	3642
Director compensation	47
Board, committees,Philosophy and director evaluationsprocess	3647
Board and committee informationElements of annual compensation for non-employee directors	3647
Audit Committee	38
Compensation Committee	39
Finance Committee	40
Nominating and Governance Committee	41
Science, Technology & Sustainability Committee	42
Director compensation and stock ownership guidelines	42
Director compensation philosophy and elements	42
20192022 director compensation table	4448
Reasonableness of non-employee director compensation	4449
Stock ownership guidelinesretention requirement	4550
HedgingProhibition of hedging, pledging, and pledging policiesother actions	4550
Audit Committee matters	4651
Proposal No. 2Ratification of the Appointment of Independent Registered Public Accounting Firm for 20202023	4651
Audit Committee report	4752
Audit Committee policy on pre-approval of audit and permissible non-audit services of the independent accounting firm	4853
Fees of the independent accounting firm	4853
Audit Committee restrictions on hiring employees of the independent accounting firm	4954

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Executive compensation	50
Executive compensation	55
Proposal No. 3Advisory Approval of Executive Compensation	5055
Proposal 4Advisory Approval on the Frequency of Advisory Votes on Executive Compensation	56
Compensation Discussiondiscussion and Analysisanalysis	5157
Section I: Executive summaryoverview	5158
Section II: How we determine executive compensation	5767

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Special Note About Forward-Looking Statements

This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve risks and uncertainties that could cause results to differ materially from those projected. Please refer to the section entitled “Risk Factors” in our Forms 10-K and 10-Q. The information contained herein is as of the date of this proxy statement. We assume no obligation to update any forward-looking statements contained herein as a result of new information or future events or developments, except as required by law.

No Incorporation By Reference

This proxy statement includes website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.

6    3M Company

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Director nominees

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

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

TableDiversity of Contents

Corporate governance highlights*

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

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DIRECTOR NOMINEES – DIVERSITY OF SKILLS AND EXPERIENCE

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

	Leadership Leadership. Significant leadership experience with   understanding of complex global organizations, strategy, risk management, and how to drive change and growth.
	Manufacturing As a vertically integrated Company, manufacturing experience is important to understanding the operations and capital needs of the Company.
	Supply Chain Directors with expertise in the management of the upstream and downstream relationships with suppliers and customers provide important perspectives on achieving efficient operations.
	Technology As a diversified technology, science-based Company, directors with technology backgrounds understand 3M’s 51 technology platforms and the importance of investing in new technologies for future growth.
	Finance Finance. Financial metrics measures our performance. All directors must understand finance and financial reporting processes. All, but one, Audit Committee members qualify as “audit committee financial experts.”
	Global Manufacturing. As a vertically integrated Company, manufacturing experience is important to understanding the operations and capital needs of the Company.			Global. Global business experience is critical to 3M’s international growth with 60 percent of sales from outside the U.S. in 2019. 2022.
	Supply Chain. Directors with expertise in the management of the upstream and downstream relationships with suppliers and customers provide important perspectives on achieving efficient operations.			Risk Management Management. Directors with experience in risk management and oversight, including environmental, social, and cybersecurity, play an important role in the Board’s oversight of risks.
	Technology. As a diversified technology, science-based Company, directors with technology backgrounds understand 3M’s 51 technology platforms and the importance of investing in new technologies for future growth.
	Marketing Marketing. Organic growth is one of 3M’s financial metrics and directors with marketing expertise provide important perspectives on developing new markets.

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Corporate governance dashboard

Director nominees, board diversity of skills and experience

8     3M Company

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2023 Proxy Statement     9

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The Qualifications and Attributes, and Demographic Background information below reflect the 10 Director Nominees for this Annual Meeting.

Qualifications and Attributes		Brown	Chow	Dillon	Eskew	Fitterling	Hood	Kereere	Page	Pizarro	Roman
	Leadership	■	■	■	■	■	■	■	■	■	■
	Manufacturing	■			■	■			■		■
	Supply Chain	■	■	■	■	■		■	■	■	■
	Technology		■	■	■	■	■	■		■	■
	Finance	■	■	■	■	■	■	■	■	■	■
	Global	■	■		■	■	■	■	■	■	■
	Risk Management	■	■	■	■	■	■	■	■	■	■
	Marketing		■	■	■	■	■	■	■
Demographic Background
Tenure (Years)		10	<1	8	20	2	6	1	7	<1	5
Age (Years)		67	56	71	73	61	51	57	71	57	63
Gender (Male/Female)		M	F	M	M	M	F	F	M	M	M
Race/Ethnicity
African American/Black		■						■
Asian			■
Hispanic										■
Caucasian/White				■	■	■	■		■		■

Corporate governance highlights

Our Board’s Best Practices
Annual director elections   Diverse board in all aspects   Effective lead independent director   Regular board refreshment with balanced mix of tenure   Regular shareholder engagement			Committed to sustainability and social responsibility   Extensive oversight of environmental, social and enterprise risk management   Annual board, committee and individual director self-evaluation   Annual “say-on-pay” shareholder vote			Strong alignment between company performance and executive compensation   Comprehensive clawback policy   Annual compensation risk assessment   Robust stock ownership guidelines for executive officers and directors

Significant corporate governance actions

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

A new board committee

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

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

Board refreshment

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

10     3M Company

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Shareholder outreach and engagement

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

During 2019, members of senior management met with a cross-section of shareholders owning approximately 29 percent of our outstanding shares or approximately 42 percent of our institutional shareholders. The meetings included an overview of the Company and a discussion of the Company’s practices on corporate governance, including board refreshment and diversity, director evaluation, directors’ skills matrix, board leadership structure, as well as on strategic priorities, capital allocation and structure, environmental and social matters, sustainability, and company culture. In general, investors viewed the Company’s governance practices favorably, including the Board chairman transition, the mix of tenure and overall diversity, and the disclosure regarding the Directors’ skill sets and qualifications. Thebusiness. Shareholder feedback from these meetings wasis shared with the appropriate Board of Directors and helped informcommittees or the full Board on corporateto ensure our governance practices and trends.

policies reflect priorities that are important to our shareholders.

Participants			Topics Discussed			Feedback
PROPOSALDuring 2022, members of senior management met with a cross-section of shareholders owning approximately: or 222% of our outstanding shares 33% of our institutional shareholders Two of our directors — our Lead Independent Director and Chairman of the Board — participated in our 2022 engagement.			Board / Corporate Governance ●  Process related to health care business spin-off ●  Board composition, including refreshment, skills matrix, and diversity ●  Director orientation, education, and evaluation ●  Risk oversight (sustainability and litigation/regulatory) ●  Executive compensation ●  Board interactions with management and broader organization Operations / Supply Chain ●  Current challenges, strategy, and business model evolution Environmental / Social / Sustainability ●  Carbon/water stewardship goals, plastics reduction, investments, and pathway to achieve goals Litigation ●  PFAS and other litigation management ●  Impact on culture			Investors provided valuable comments and perspectives on the Company’s governance practices, including the process related to the Company’s planned spin-off of its health care business; the Board’s overall diversity; director refreshment (including director skills matrix); risk oversight; litigation management; and the Company’s actions in managing supply chain challenges and environmental stewardship, social justice, and sustainability matters, including investments, progress towards goals, and the addition of an environmental, social, and governance (ESG) modifier to the Company’s executive compensation program. The feedback from these meetings was shared with the Board of Directors and helped inform the Board on corporate governance practices and trends.

3M’s sustainability highlights

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

In 2022, we continued to follow through on our sustainability goals, including our $1 billion commitment to achieve carbon neutrality, reduce water use, improve water quality, and reduce our use of plastics. Since announcing our carbon neutrality goal, we’ve seen an additional 37.8 percent reduction of Scope 1 and 2 emissions building from a 78.8 percent reduction over the last two decades while more than doubling our revenue. We are also ahead of schedule installing state-of-the-art filtration technologies around the world, and we now have capabilities running at all three of our largest water-using sites in the United States, and in Zwijndrecht. Since 2021, we achieved a 54.2 million pound reduction in the

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use of virgin fossil-based plastic in our packaging and products toward our goal of 125 million pounds by 2025. We’ve incorporated recycled and bio-based materials and reduced plastic use in products and packaging such as tapes and dispensers, sponges, packaging, workspace solutions, insulation, optical films, floor pads, sorbents, and more.

We believe a sustainable future is one in which ecosystems and communities thrive and opportunities are equitable and accessible for all. We advance meaningful actions toward a more equitable future for our global employee base, including training, development, and recruitment efforts focused on underrepresented populations. We foster an inclusive culture that supports and appreciates differences and provides fair and equal opportunities for everyone. And we continue our efforts toward building a diverse workforce around the world. We recognize the importance of equal access to science, technology, engineering, and mathematics (STEM) education and careers. Equitable opportunities in STEM lead to stronger communities, a stronger 3M, and a brighter collective future. To advance our social justice and impact agenda, we created a 3M Equity & Community organization to support our goals and commitments to progress equity in our workplaces, business practices, and communities globally. This holistic and cross-functional organization connects our teams and strategies across the areas of diversity and inclusion in our workforce; 3Mgives dedicated to building community partnerships and supporting volunteerism with a focus on closing the opportunity gap for underrepresented groups in STEM and skilled trades, and administering our $50 million social justice fund; and Social Justice Strategy & Initiatives dedicated to leading workstreams across the enterprise to address policies and practices advancing equitable societal solutions, including environmental justice, supplier diversity, product development, and policy advocacy.

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

12     3M Company

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Executive compensation

   Page 46

Executive compensation

2022 was a pivotal year for 3M. The Company took decisive actions that are foundational for our future, while maintaining an unwavering focus on the priorities of our shareholders, the needs of our customers, and our broader stakeholders.

Navigating macroeconomic challenges

The combination of ongoing litigation challenges together with significant external uncertainties, including inflation, supply chain disruptions, and slowing sales in key end-markets, impacted the Company’s total shareholder return performance. In response, the Company took action to address inflation through selling price actions, proactively managed costs as demand softened throughout the year, and continued to address litigation challenges. To address supply chain disruptions, we did what was necessary to serve customers and reduce cycle times. We also navigated COVID-related lockdowns in China, reached agreement with the Flemish government to restart operations in Zwijndrecht, and exited our Russian business.

Building a stronger, leaner, and a more focused 3M

In 2022, we delivered the following financial results:

We divested our Food Safety business, receiving approximately $1 billion in consideration and reducing our outstanding share count by 16 million. We continued to progress the spin-off of our Health Care business, which will create two world-class public companies, each better positioned to drive growth and value creation. We also simplified and streamlined our supply chain organization and advanced our digital strategies to better serve customers.

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Selected 2019 financial performance and business highlights

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

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As always, we put 3M science to work to solve customer needs and continued to make progress against our sustainability commitments to support employee health, safety, and well-being — including new flexible work arrangements and investments in our factories — and to advance diversity, equity, and inclusion priorities throughout our organization and the communities we serve.

BasedExecutive compensation program aligned with shareholders

Despite many of our positive financial and strategic results during 2022, as previously mentioned, we also faced several business challenges relating to ongoing litigation and an extremely fluid global macroeconomic and geopolitical environment with slowing growth, inflation, and supply chain disruptions. 3M’s executive compensation program outcomes for 2022 reflected our slower than expected growth with pay realized by the Company’s executives in 2022 closely aligned with the experience of our shareholder.

Performance metrics used in 3M’s 2022 annual and long-term incentive programs reflected sharpened focus on the Company’s financial performance against the operating plan, cash flow growth, inventory, and consistent with our pay-for-performance philosophy,receivables performance to position us for the 2019future. The Compensation and Talent Committee also approved a new ESG performance payout modifier for the 2022 annual incentive payments that our Named Executive Officers receivedprogram to support progress toward 3M’s sustainability priorities and theirupdated the benchmark used for the relative performance share accruals based on 2019 performance were below targeted levels. For additional information, see “Impact of company performance on incentive compensation and real pay delivery,” “2019 annual incentive” and “Performance share accruals based on 2019 performance” beginning on pages 53, 66 and 70, respectively. The stock, stock options and othermetric in the 2022-2024 long-term incentive compensation awards held byprogram to improve alignment with 3M’s business portfolio.

As we enter 2023, we are taking decisive actions to streamline the organization and improve our Named Executive Officers throughout 2019 also decreasedmanufacturing and supply chain operations. We are staying close to our customers and continuing to invest in value duringinnovation as we forge the year withfoundation for 3M’s sustainable growth built on the decline in the market valuestrength of 3M’s people, industry-leading innovation, advanced manufacturing, global capabilities, and our shares.iconic brands.

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Recent business accomplishments

NoteworthyBelow are a few noteworthy accomplishments from January 1, 2019,2022, through March 1, 2020, include the following:

2023.

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Elements of 2022 target 2019 total direct compensation

The illustrationtable below shows how the 2022 target Total Direct Compensation of the Named Executive Officers (excluding our former Executive Chairman)identified on page 57 (NEOs) was apportioned among base salary, annual incentives, performance share awards, and stock options, and restricted stock units (RSUs), summarizes the rationale for 2019.

Abbreviations: AIP = Annual incentive pay; PSAs = Performance share awards.providing each such element, and lists the performance metrics, weightings, and modifiers used for annual and long-term incentives granted in 2022.

*				2022 Pay Elements(1)					2022 Performance Metrics, Weightings, and Modifiers(2)
				CEO	Other NEOs		Why It Is Provided
							●Compensate executives for their normal day-to-day responsibilities
							●  Motivate executives to stay focused on day-to-day operations by aligning a significant portion of Total Cash Compensation with the near-term financial performance of the Company and its business units		●  Local Currency Sales (of 3M or a business unit, as applicable) vs. Plan (50%) ●  Operating Income (of 3M or a business unit, as applicable) vs. Plan (30%) ●  3M Operating Cash Flow Conversion vs. Plan (20%) ●  Individual performance (± 20%) ●  ESG modifier (± 10% of target)
				Performance Shares			●Motivate executives to focus on continuously improving performance in key financial metrics believed to drive long-term shareholder value ●Retain executive talent		●  Earnings per Share Growth (33.3%) ●Free Cash Flow Growth (33.3%) ●Relative Organic Sales Growth (33.3%)
				Stock Options(3)			●Motivate executives to build long-term shareholder value ●  Retain executive talent		●Vesting is based on continued service, while value of the options is based on stock price appreciation (100%)
				Restricted Stock Units(3)			●  Motivate executives to build long-term shareholder value ●  Retain executive talent		●Vesting is based on continued service, while value of the RSUs is based on total shareholder return (100%)

16    3M Company

Compensation policies and practices

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

Contents

Say-on-pay results

	Maintain 3M has a history of strong alignment between corporate performancesay-on-pay results. As it has in past years, the Compensation and our executive officers’ compensation by having a majorityTalent Committee will consider the results of Total Direct Compensation consist of performance-based compensation. Conduct an annual assessment for the purpose of identifying and mitigating significant economic and reputational risks in the design of our incentive compensation programs. Have a comprehensive clawback policy that covers both cash and equity compensation and includes provisions addressing reputational and financial riskthis year’s say-on-pay proposal, as well as risk management failures. Use an independent compensation consultant retained by, and reporting directly to, the Compensation Committee. Limit the number and amount of executive perquisites. Prohibitfeedback from our executive officers from hedging or pledging 3M common stock. Maintain robust stock ownership guidelines applicable to all of our executive officers. Conduct competitive benchmarking to alignshareholders, when making future executive compensation with the market. decisions. For information concerning our investor outreach efforts, see “Shareholder outreach and engagement” on page 11.			3-year average votes cast in favor of say-on-pay proposal	xHave employment or change in control agreements with any of our executive officers. xProvide tax gross-ups on executive perquisites. xHave agreements that would provide automatic “single-trigger” accelerated vesting of equity compensation or excise tax gross-up payments to any of our executive officers upon a change in control. xPay dividends or dividend equivalents on unearned equity awards. xReprice stock options without the approval of 3M shareholders, except for “anti-dilution” adjustments (such as adjustments in connection with a stock split, spinoff, etc.)

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NoteworthyRecent noteworthy compensation program actions since January 1, 2019

Since January 1, 2019, 3M2022, the Compensation and the CompensationTalent Committee took the noteworthy actions described below as part of the Company’s executive compensation program.

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12    Table of Contents3M Company

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Corporate governance at 3M

18    3M Company

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At the 20202023 Annual Meeting, eleven10 directors are to be elected to hold office until the 20212024 Annual Meeting of Shareholders and until their successors have been elected and qualified. All nominees are presently 3M directors who were elected by shareholders at the 20192022 Annual Meeting.Meeting, except for Ms. Anne H. Chow and Mr. Pedro J. Pizarro, both of whom joined the board on February 9, 2023 and are standing for election for the first time. A director search firm assisted with the identification of Ms. Chow and Mr. Pizarro for recommendation by the Nominating and Governance Committee for their election to the Board. We expect each nominee for election as a director to be able to serve if elected. If any nominee is not able to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless the Board chooses to reduce the number of directors serving on the Board. Each nominee elected as a director will continue in office until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or retirement. Edward M. Liddy is no longer eligiblePamela J. Craig, Muhtar Kent, and Dambisa F. Moyo are not seeking re-election for personal reasons unrelated to stand for re-election as he has reached the mandatory retirement age.Company and will retire from their service on the 3M Board on May 9, 2023, when their terms expire. We thank Ms. Craig, Mr. LiddyKent, and Ms. Moyo for histheir many contributions to the Board and to the Company. The decision of three directors not to stand for re-election dovetails with the Company’s objective of maintaining its more traditional board size. With two new directors elected to the Board as of February 9, 2023, no additional director replacements are being announced at this time. The Company will continue to refresh its Board of Directors regularly with the skills and experiences deemed most critical for setting strategic objectives and positioning 3M to drive long-term shareholder value. In addition, the Board has appointed two new committee chairs. As of April 5, 2023, Thomas K. Brown will chair the Nominating and Governance Committee and James R. Fitterling will chair the Compensation and Talent Committee.

The Nominating and Governance Committee reviewed the Board Membership Criteria (described on page 19)26) and the specific experience, qualifications, attributes, and skills of each nominee, including membership(s) on the boards of directors of other public companies. The following pages contain biographical and other information about the nominees. Following each nominee’s biographical information, we have provided information concerning the particular experience, qualifications, attributes, and skills that are deemed most critical to 3M’s long-term success and led the Nominating and Governance Committee and the Board to determine that each nominee should serve as a director. In addition, the majority of our directors serve or have served on boards and board committees (including as committee chairs) of other public companies, which the Board believes provides them with additional board leadership and governance experience, exposure to best practices, and substantial knowledge and skills that further enhance the functioning of our Board.

2023 Proxy Statement    19

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Nominees for director

20      3M Company

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