Proposal 1		Proposal 1		Elect the 1110 Directors Identified in this Proxy Statement    (page 19)18)
“FOR” each nominee to the Board		●  Elect the 1110 directors identified in this Proxy Statement, each for a term of one year. ●  Our nominees are distinguished leaders who bring a mix of skills and qualifications to the Board and can represent the interests of all shareholders. ●  As proven leaders, our nominees are well-positioned to guide 3M’s strategic directions. ●  Our recent Board refreshment brings new skills and experience to the Board and enhances its oversight of various areas important to the Company.
		“FOR” each nominee to the Board

Diversity of skills, experience and perspective

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

	Leadership. Significant leadership experience with   understanding of complex global organizations, strategy, risk management, and how to drive change and growth.			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.”
	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 2021.2022.
	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. 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. 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

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The Qualifications and Attributes, and Demographic Background information below reflect the 1110 Director Nominees for this Annual Meeting.

Qualifications and Attributes

Qualifications and Attributes

Brown

Craig

Dillon

Eskew

Fitterling

Hood

Kent

Kereere

Moyo

Page

Roman

Qualifications and Attributes

Brown

Chow

Dillon

Eskew

Fitterling

Hood

Kereere

Page

Pizarro

Roman

Leadership

■

Leadership

■

■

■

■

■

■

■

■

■

Manufacturing

■

■

■

Manufacturing

■

■

■

■

Supply Chain

■

■

■

■

Supply Chain

■

■

Technology

■

■

■

Technology

■

■

Finance

■

Finance

■

Global

■

■

Global

■

■

Risk Management

■

Risk Management

■

Marketing

■

Marketing

■

Demographic Background

Demographic Background

Demographic Background

Tenure (Years)

Tenure (Years)

9

3

7

19

1

5

9

<1

4

6

4

Tenure (Years)

10

<1

8

20

2

6

1

7

<1

5

Age (Years)

Age (Years)

66

65

70

72

60

50

69

56

53

70

62

Age (Years)

67

56

71

73

61

51

57

71

57

63

Gender (Male/Female)

Gender (Male/Female)

M

F

M

F

M

F

M

Gender (Male/Female)

M

F

M

M

F

M

Race/Ethnicity

Race/Ethnicity

Race/Ethnicity

African American/Black

African American/Black

■

■

African American/Black

■

■

Asian

Asian

■

Hispanic

Hispanic

■

Caucasian/White

Caucasian/White

■

■

Caucasian/White

■

■

■

Corporate governance highlights

Our Board’s Best Practices
Annual director elections   Diverse board in all aspects   Effective lead independent director   Evolving board committees   High director meeting attendance   Regular board refreshment and awith 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 assessment ofcompensation risk related to compensationassessment   Robust stock ownership guidelines for executive officers and directors

Board refreshment

We regularly add directors to infuse new ideas and fresh perspectives into the boardroom. FiveFour out of the 10nine independent director nominees standing for this year’s election have joined our board within the past five years, includingand all four women directors.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.

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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, andbusiness. Shareholder feedback is shared with the appropriate Board committees or the full Board to ensure our governance policies reflect priorities that are important to our corporate governance practices remain industry-leading from their perspectives.shareholders.

Participants			Topics Discussed			Feedback
During 2021,2022, members of senior management met with a cross-section of shareholders owning approximately: or 30%22% of our outstanding shares 44%33% of our institutional shareholders Two of our independent directors –— our Lead Independent Director and ChairChairman of our Compensation and Talent Committee –the Board — participated in our November 20212022 engagement.			Board/Board / Corporate Governance ●  Culture, composition/Process related to health care business spin-off ●  Board composition, including refreshment, skills matrix, and diversity refreshment/ ●  Director orientation, education, and evaluation ●  Risk oversight (cyber, ESG,(sustainability and litigation/regulatory); STS Committee ●  Executive compensation; any contemplated changescompensation ●  Board interactions with management and broader organization Operations / Supply Chain ●  Current challenges; strategy; lessons learnedchallenges, strategy, and business model evolution Environmental social, sustainability/ Social / Sustainability ●  Carbon/water stewardship goals;goals, plastics reduction;reduction, investments, and pathway to achieve goals Litigation ●  PFAS and other litigation management ●  Opportunities to help customers with sustainability ●  Diversity and inclusionImpact 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 culture and overall diversity,diversity; director refreshment evolving Board committee composition, the Board’s(including director skills matrix); risk oversight,oversight; litigation management; and the Company’s actions in managing supply chain challenges and investing in environmental stewardship, social justice, and sustainability.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 Promisepromise to improve lives. Our goals and environmental, social, and governance (ESG)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.action and delivering on our promises across science, society, and sustainability.

We are acting nowIn 2022, we continued to bend the curvefollow through on carbon emissions and water use. In February of 2021, 3M committed to investingour sustainability goals, including our $1 billion to accelerate new environmental goals over the next 20 years and committingcommitment to achieve carbon neutrality. By applying scienceneutrality, reduce water use, improve water quality, and technological expertise, 3M expects to further reduce carbon emissions, aiming for a 50% reduction by 2030, an 80% reduction by 2040, and 100%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 its operations by 2050. At the same time,United States, and in Zwijndrecht. Since 2021, we are increasing our water efficiency goal to 25% and announcingachieved a new commitment to improve water quality. Shortly following54.2 million pound reduction in Aprilthe

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use of newvirgin fossil-based plastic made from petroleum byin 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 theour social justice and impact agenda, 3Mwe created a 3M Equity & Community organization to support our goals and commitments to progress equity in our workplaces, business practices, and communities globally. This holistic and cross-functional organization connects our teams and strategies across the areas of diversity and inclusion in our workforce; 3Mgives dedicated to building community partnerships and supporting volunteerism with a focus on closing the opportunity gap for underrepresented groups in STEM (science, technology, engineering, and math) and skilled trades, and administering our $50 million social justice fund; and Social Justice Strategy & Initiatives dedicated to leading workstreams across the enterprise to address policies and practices advancing equitable societal solutions, including environmental justice, supplier diversity, product development, and policy advocacy.

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

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Executive compensation

“FOR”Proposal 3

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:

●	Organic sales growth of 1.2 percent, which included a 2.0 percent headwind from the decline in disposable respirator demand and the Russia exit;
●	“FOR”Adjusted EPS of $10.10;(1)

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

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

●	Adjusted free cash flow of $4.7 billion;(1)
●	Adjusted free cash flow conversion of 82 percent;(1)
●	Reduced total debt by $1.4 billion to strengthen our balance sheet; and
Portfolio management●		Transforming 3M operating model		GrowthReturned $4.8 billion to shareholders through innovation		People dividends and cultureshare repurchases.

Stronger, realignedWe divested our Food Safety business, groups, operating rigorreceiving approximately $1 billion in consideration and cost efficiencies created a more customer-driven and streamlined organization that deliveredreducing our outstanding results in 2021, demonstrating the strength of the new 3M growth, productivity, and sustainability model.

Our fiscal 2021 performance exceeded our original full-year organic growth and earnings expectations. We accomplished thisshare count by investing in growth, productivity, and sustainability while managing through a challenging global supply chain environment. The executive team kept a relentless focus on serving customers, ensured continuity of raw material supply, managed shifting manufacturing production plans, navigated logistics constraints and delivered strong full-year organic sales growth of 8.8 percent, with all business segments posting high-single digit growth. We achieved operating margins of 20.8 percent and delivered a 14.4 percent increase in adjusted earnings per share.*16 million. We continued to focus on working capital improvement, generating adjusted free cash flow of $6 billion*, while reduced net debt by $1 billion that strengthened our financial flexibility.

As partprogress the spin-off of our long-termHealth Care business, which will create two world-class public companies, each better positioned to drive growth strategy, we continuedand value creation. We also simplified and streamlined our supply chain organization and advanced our digital strategies to create sustainable long-term growth by working to optimize our portfolio through organic growth acceleration, acquisitions, and divestitures throughout 2021. Our capital management strategy is geared to support strategic investments in high growth, high return portfolios that utilize our fundamental strengths and align with global trends in automotive, home improvements, safety, health care and electronic sectors. In 2021, for example, our automotive electrification platform grew 30 percent organically and our biopharma filtration business grew 26 percent.better serve customers.

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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.

Executive 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.

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Performance metrics used in 3M’s 2022 annual and long-term incentive programs reflected sharpened focus on the Company’s performance against the operating plan, cash flow growth, inventory, and receivables performance to position us for the future. The Compensation and Talent Committee also approved a new ESG performance payout modifier for the 2022 annual incentive program to support progress toward 3M’s sustainability priorities and updated the benchmark used for the relative performance metric in the 2022-2024 long-term incentive program to improve alignment with 3M’s business portfolio.

As we enter 2023, we are taking decisive actions to streamline the organization and improve our manufacturing and supply chain operations. We are staying close to our customers and continuing to invest in innovation as we forge the foundation for 3M’s sustainable growth built on the strength of 3M’s people, industry-leading innovation, advanced manufacturing, global capabilities, and our iconic brands.

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Recent business accomplishments

Below are a few noteworthy accomplishments from January 1, 2022, through March 1, 2023.

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

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

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

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

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

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

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

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

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

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the NYSE for March 1, 2022, all stock options granted to Mr. Roman in the past three years (as well as all stock options granted to Mr. Roman after February 4, 2014) were underwater. In addition, the total value of performance shares earned by Mr. Roman during the same three-year period is less than the aggregate target grant date values reported in the Summary Compensation Table.

Recent business accomplishments

Below are a few noteworthy accomplishments from January 1, 2021, through March 1, 2022.

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Elements of 2022 target total direct compensation for 2021

The table below shows how the 20212022 target Total Direct Compensation of the Named Executive Officers identified on page 56 (“NEOs”)57 (NEOs) was apportioned among base salary, annual incentives, performance share awards, stock options, and restricted stock units (“RSUs”)(RSUs), summarizes the rationale for providing each such element, and lists the performance metrics, weightings, and weightingsmodifiers used for annual and long-term incentives granted in 2021.2022.

				20212022 Pay Elements(1)					20212022 Performance Metrics, Weightings, and Modifiers(2)
				CEO	Other NEOs		Why It Is Provided			and Weightings(2)
							●Compensate executives for their normal day-to-day responsibilities
							●  Motivate executives to stay focused on day-to-day operations by aligning a significant portion of Total Cash Compensation with the near termnear-term financial performance of the Company and its business units		●Local Currency Sales (of 3M or a business unit, as applicable) vs. Plan (50%) ●   Economic ProfitOperating Income (of 3M or a business unit, as applicable) vs. Plan (30%) ●  3M Operating Cash Flow Conversion vs. Plan (20%) ●Individual performance (± 20%) ●  Economic ProfitESG modifier (± 10% of 3M vs. Prior Year (30%) 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 (20%(33.3%)
										●Relative Organic Volume Growth (40%) ●Return on Invested Capital (20%) ●Free Cash Flow Conversion (20%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%)
								●   Retain executive talent
				Restricted Stock Units(3)			●Motivate executives to build long-term shareholder value ●  Retain executive talent		●Vesting is based on continued service, while value of the RSUs is based on total shareholder return (100%)

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Say-on-pay results

3M has a history of strong say-on-pay results. In 2021, approximately 91 percent ofAs it has in past years, the votes cast on our say-on-pay proposal approved the compensation of our named executive officers as disclosed in last year’s Proxy Statement. Although the vote was non-binding, the Compensation and Talent Committee believes this level of approval indicates that shareholders strongly support our executive compensation programs and policies. The Compensation and Talent Committee will consider the results of this year’s say-on-pay proposal, as well as feedback from our shareholders, when making future executive compensation 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

Recent noteworthy compensation program actions

Since the filing of last year’s Proxy Statement,January 1, 2022, the Compensation and Talent Committee took the noteworthy actions described below as part of the Company’s executive compensation program.

Proposal 4					Advisory Approval on the Frequency of Advisory Votes on Executive Compensation   (page 56)
Every “1 year”		Proposal●  Approve, on an advisory basis, the frequency at which the Company holds advisory votes on the compensation of our named executive officers. 4		Shareholder Proposal    (page 102) ●  Shareholder proposal, if properly presented at the meeting. The Board of Directors unanimously recommends a vote in favor of conducting an advisory vote on executive compensation every ●“1 year.”  See the Board’s opposition statement.
		“AGAINST”

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	Proposal 51			Shareholder Proposal    (page 105) ●  Shareholder proposal, if properly presented at the meeting. ●  See the Board’s opposition statement.
		“AGAINST”

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At the 20222023 Annual Meeting, 1110 directors are to be elected to hold office until the 20232024 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 20212022 Annual Meeting, except for Ms. Suzan Kereere, whoAnne H. Chow and Mr. Pedro J. Pizarro, both of whom joined the board on February 10, 20229, 2023 and isare standing for election for the first time. A director search firm assisted with the identification of Ms. KereereChow and Mr. Pizarro for recommendation by the Nominating and Governance Committee for hertheir 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. Herbert L. Henkel is no longer eligible to stand for re-election as he has reached the mandatory retirement age. Patricia A. Woertz isPamela J. Craig, Muhtar Kent, and Dambisa F. Moyo are not seeking re-election for personal reasons unrelated to the Company and will retire from hertheir service on the 3M Board on May 10, 2022,9, 2023, when her term expires.their terms expire. We thank bothMs. Craig, Mr. HenkelKent, and Ms. WoertzMoyo for their 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 27)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.

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Nominees for director

Nominees for director

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		Recommendation of the board
		The Board of Directors unanimously recommends a vote “FORFOR”” the election of these nominees as directors. Proxies solicited by the Board of Directors will be voted “FORFOR”” these nominees unless a shareholder indicates otherwise in voting the proxy.

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Board membership criteria

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

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

Director nominees –— diversity of skills and experience

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

		Leadership. Significant leadership experience with understanding of complex global organizations, strategy, risk management, and how to drive change and growth.				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.”
		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 2021.2022.
		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. 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. Organic growth is one of 3M’s financial metrics and directors with marketing expertise provide important perspectives on developing new markets.

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Diversity

For 3M, diversity, in its myriad manifestations, is fundamental to innovation, performance, and relevancy. The Board of Directors regards diversity as an important factor in selecting board nominees to serve on the Board. When selecting nominees, it actively considers diversity in recruitment and nomination of directors, such as gender, race, ethnicity, sexual orientation, and national origin. The current composition of our Board reflects those ongoing efforts and the continued importance of diversity to the Board.

Board self-evaluation process

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

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

While this formal self-evaluation is conducted on an annual basis, directors share perspectives, feedback, and suggestions year-round. The Board and each committee conducted an evaluation of its performance in 2021.2022.

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Director nomination process

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

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Identification, evaluation, and selection of nominees

Director nomination process

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

The Committee may from time to time retain a director search firm to help the Committee identify qualified director nominees for consideration by the Committee. In 2021,2022, the Committee retained Russell Reynolds to help identify future Board candidates.

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Shareholder nominations

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

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

For an individual proposed by a shareholder to be considered by the Committee for recommendation as a Board nominee for the 20232024 Annual Meeting, the Corporate Secretary must receive the proposal by November 23, 2022.2023. Such proposals must be sent via registered, certified, or express mail (or other means that allows the shareholder to determine when the proposal was received by the Company). The Corporate Secretary will refer properly submitted shareholder proposed nominations to the Chair of the Nominating and Governance Committee for consideration at a future Committee meeting. Individuals proposed by shareholders in accordance with these procedures will receive the same consideration received by individuals identified to the Committee through other means.

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Shareholder nominations –— advance notice bylaw

In addition, 3M’s Bylaws permit shareholders to nominate directors at an annual meeting of shareholders or at a special meeting at which directors are to be elected in accordance with the notice of meeting. Shareholders intending to nominate a person for election as a director must comply with the requirements set forth in the Company’s Bylaws. With respect to nominations to be acted upon at our 20232024 Annual Meeting, our Bylaws would require, among other things, that the Corporate Secretary receive written notice from the record shareholder no earlier than November 23, 2022,2023, and no later than December 23, 2022.2023. The notice must contain the information required by the Bylaws, a copy of which is available on our website at www.3M.com, under Investor Relations — Governance. Nominations received after December 23, 2022,2023, will not be acted upon at the 20232024 Annual Meeting.

Shareholder nominations –— universal proxy rules

In addition to satisfying the foregoing advance notice requirements under 3M’s Bylaws, to comply with the universal proxy rules (once effective) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)(Exchange Act), shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-914a-19 under the Exchange Act no later than March 11, 2023,10, 2024, which is 60 days prior to the anniversary date of the 20222023 Annual Meeting. Shareholders utilizing universal proxy are also required to follow other requirements contained in 3M’s Bylaws, including the requirements for shareholder nominations set forth in our advance notice bylaw provision discussed above.

Proxy access nominations

Further, pursuant to the proxy access Bylaw adopted by the Board in November 2015, a shareholder, or a group of up to 20 shareholders, continuously owning for three years at least three percent of our outstanding common shares may nominate and include in our proxy materials up to the greater of two directors and 20 percent of the number of directors currently serving, if the shareholder(s) and nominee(s) satisfy the Bylaw requirements. For eligible shareholders to include in our proxy materials nominees for the 2023 Annual Meeting, proxy access nomination notices must be received by the Company no earlier than November 23, 2022,2023, and no later than December 23, 2022.2023. The notice must contain the information required by the Bylaws.

Director orientation and continuing education

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

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Director independence

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

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

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sales and purchases in each fiscal year was below one percent of the annual revenues of each of those companies, the threshold set forth in the Director Independence Guidelines. The Board also considered charitable contributions to not-for-profit organizations with which our directors or immediate family members are affiliated, none of which approachedexceeded the threshold 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: Thomas “Tony” K. Brown, Pamela J. Craig,Anne H. Chow, David B. Dillon, Michael L. Eskew, James R. Fitterling, Herbert L. Henkel, Amy E. Hood, Muhtar Kent, Suzan Kereere, Dambisa F. Moyo, Gregory R. Page, and Patricia A. Woertz.Pedro J. Pizarro. The Board has also determined that members of the Audit Committee and Compensation and Talent Committee received no compensation from the Company other than for service as a director. Michael F. Roman, Chairman of the Board and Chief Executive Officer, is considered to not be independent because of his employment by the Company.

Corporate governance practices and policies

The Company believes that good corporate governance practices serve the long-term interests of shareholders, strengthen the Board and management, and further enhance the public trust 3M has earned from more than a century of operating with uncompromising integrity and doing business the right way. The following sections provide an overview of 3M’s corporate governance practices, which are published on the Company’s website, including the Corporate Governance Guidelines, our shareholder outreach and engagement practices, the Codes of Conduct for directors and employees, public policy engagement, and other important governance-related policies.

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Corporate governance highlights

		Board compositions and independence				Board and board committee practices			Shareholder rights
		●  Diverse board in all aspects ●  92%  Five directors have joined our board within the past five years, including two women directors and four directors with other diverse traits ●  92 percent independent board ●  100%  100 percent independent board committees ●  50 percent of board committees chaired by a director with diverse attributes ●  Lead Independent Director with robust authority ●  Regular executive sessions for independent directors ●  Full access to management and employees				●  Annual board, committee and individual director self-evaluation process ●  Comprehensive onboarding and continuing education program ●  Strong Audit Committee financial expertise ●  Regular board refreshment andwith a balanced mix of tenure including mandatory ●  Mandatory director retirement age  policy ●  Active consideration of diversity in director nomination process ●  Regular shareholder outreach and engagement with director participation
	Shareholder rights				Board oversight areas
●  Annual election of all directors ●  Majority voting for director elections ●  Market-standard proxy access right ●  No supermajority voting requirements ●  Shareholder right to call special meetings ●  No poison pill ●  Processes for director nomination by shareholders and communicating with the Board
		Board oversight areas			Executive compensation governance
	●  Long-term strategic plans and capital allocation ●  Enterprise risk management, including cybersecurity ●  Environmental stewardship and sustainability ●  Diversity and inclusion, equity in workplaces, communities and business practices ●  Human capital management ●  CEO and management succession planning ●  Political activities and contributions

	Executive compensation governance
●  Compensation opportunities aligned with market and predominantly at-risk ●  Incentive programs incorporate performance metrics that are important to our shareholders and drive long-term growth ●  Comprehensive clawback policy ●  Robust stock ownership guidelines for executive officers and directors ●  No hedging or pledging by executive officers and directors ●  No employment or change in control agreements with any senior executives, including CEO			●  Annual ‘say-on-pay’ vote

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Corporate governance guidelines

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

Mandatory Retirement Age
●	The retirement age of a nonemployee director is 74. A director elected to the Board prior to their 74th birthday may continue to serve until the annual shareholder meeting coincident with or following their 74th birthday. Absent special circumstances, directors will not be nominated for election after their 74th birthday.
Outside Board Policy
●	Independent directors who also serve as CEOs of publicly-traded companies or in equivalent positions should not serve on more than two boards of public companies in addition to the 3M Board, and other independent directors should not serve on more than four other boards of public companies in addition to the 3M Board. Independent directors must advise the Chairman/CEO before accepting an invitation to serve on another for-profit board.
Access to Employees and Outside Advisors
●	Board members have complete access to all members of 3M management and its employees, as well as outside advisors.

Communication with directors

The Board of Directors has adopted the following process for shareholders and other interested parties to send communications to members of the Board. Shareholders and other interested parties may communicate with the Lead Independent Director, the chairs of the Audit, Compensation and Talent, Nominating and Governance, and Science, Technology & Sustainability Committees of the Board, or with any of our other independent directors, or all of them as a group, by sending a letter to the following address: Corporate Secretary, 3M Company, 3M Center, Building 220-9E-02, St. Paul, MN 55144-1000. The Corporate Secretary reviews communications to the independent directors and forwards those communications to the independent directors as discussed below. Communications involving substantive accounting or auditing matters will be immediately forwarded to the Chair of the Audit Committee and the Company’s Chief Compliance Officer consistent with time frames established by the Audit Committee for the receipt of communications dealing with these matters. Communications that pertain to non-financial matters will be forwarded promptly. Items that are unrelated to the duties and responsibilities of the Board will not be forwarded, such as: business solicitation or advertisements;advertisements, product-related inquiries;inquiries, mass mailings;mailings, resumes or other job-related inquiries;inquiries, and unsolicited commercial e-mails.

3M’s codes of conduct

More than a century of operating with uncompromising 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 Chief Accounting Officer, are required to abide by 3M’s Code of Conduct to ensure that our business is conducted in a consistently legal and ethical manner. The Code forms the foundation of a comprehensive process that includes compliance with corporate policies and procedures and a Company-wide focus on uncompromising integrity in every aspect of our operations. Our Code of Conduct covers 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.

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Employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code of Conduct. 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

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submission by employees or others of concerns regarding questionable accounting or auditing matters. Information on how to submit any such communications can be found on 3M’s Investor Relations website, under Governance — Governance Documents — Employee Business Conduct Policies — “Report a concern or ask a question.” Our Chief Compliance Officer, who has direct reporting obligations to the Audit Committee, periodically reports to the Audit Committee on compliance with the Company’s Code of Conduct, including the effectiveness of the Company’s compliance program.

The Board also has 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 Company’s business and the activities of the Board are conducted with integrity and adherence to the highest ethical standards, and in compliance with the law. The Company’s Code of Conduct for employees and the Code of Business Conduct and Ethics for Directors are available on our website at www.3M.comunder Investor Relations — Governance — Governance Documents.

Public policy engagement

The Company believes that transparency with respect to the consideration, processes, and oversight of our engagement with lawmakers is important to our shareholders, and continuously makes efforts to give our shareholders useful information about our public policy engagement. Since 2007, the Company has voluntarily published a detailed explanation of the Company’s political activities which is available on our website at www.3M.com under Investor Relations — Governance — Governance Documents — “Lobbying and Political Activities Governance.” There, the Company explains its principles and governance procedures and provides detailed information about 3M’s lobbying, political activities, and engagement with industry associations. We discuss our positions on important public policy issues, the factors we consider when evaluating contribution proposals, and the processes we use for legal, financial, executive, and Board oversight of our political activities and contributions. We also provide links to the reports the 3M Political Action Committee files monthly with the Federal Election Commission and the Company’s quarterly Lobbying Disclosure reports, as well as a detailed list of our contributions to state candidates and political parties, and contributions to “527” political organizations. The Company also discloses on its website the trade associations the Company joined where $25,000 or more of the dues are allocated for lobbying purposes by the trade association. Certain tax-exempt organizations, organized under U.S. Internal Revenue Code §501(c)(4) and known as “social welfare” organizations, may engage in lobbying activities related to their primary purpose. If the portion of any of our dues or other contribution in excess of $25,000 are allocated to lobbying activities, we will disclose the association and amount so allocated. The Company believes that these disclosures on our website, which exceed the disclosures required by law, offer transparency respecting the Company’s public policy engagement and political activities.

Related person transaction policy and procedures

The Board of Directors has adopted a written Related Person Transaction Policy and Procedures whichthat is administered by the Nominating and Governance Committee. This Policy applies to any transaction or series of transactions in which the Company or a subsidiary is a participant, the amount involved exceeds $120,000, and a Related Person (as that term is defined in the Policy) has a direct or indirect material interest and which is required to be disclosed under Item 404(a) of Regulation S-K. Transactions that fall within this definition are referred to the Committee for approval or other action. Based on its consideration of all of the relevant facts and circumstances, the Committee decides whether or not to approve a transaction and approves only those transactions that are in the best interests of the Company and its shareholders. In the course of its review and approval or ratification of a transaction, the Committee considers:

●	The nature of the Related Person’s interest in the transaction;
●	The material terms of the transaction, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances;
●	The significance of the transaction to the Related Person;
●	The significance of the transaction to the Company;
●	Whether the related person is involved in the negotiation of the terms of the transaction or receives any special benefit as a result of the transaction;
●	Whether the transaction would impair the judgment of a director or executive officer to act in the best interest of the Company and its shareholders; and
●	Any other matters the Committee deems appropriate.

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Any Committee member who is a Related Person with respect to a transaction under review may not participate in the deliberations or vote respecting such approval, except that such a director may be counted in determining the presence of a quorum at a meeting at which the Committee considers the transaction. There were no Related Person Transactions that were referred to the Committee in 2021.2022.

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Policy on adoption of a rights plan

In 2002 and 2003, a 3M shareholder submitted a shareholder proposal to 3M regarding the approval process for adopting a shareholders’ rights plan (also known as a “poison pill”). 3M does not have a rights plan and is not currently considering adopting one. The Board continues to believe, however, that there may be circumstances under which adoption of a rights plan would give the Board the negotiating power and leverage necessary to obtain the best result for 3M shareholders in the context of a takeover effort.

Following consideration of the favorable vote the shareholder proposal received and in light of this belief, the Board adopted and has reaffirmed a statement of policy on this topic. The Board’s policy is that it will only adopt a rights plan if either: (1) shareholders have approved adoption of the rights plan; or (2) the Board (including a majority of the independent members of the Board), in its exercise of its fiduciary responsibilities, makes a determination that, under the circumstances existing at the time, it is in the best interests of 3M’s shareholders to adopt a rights plan without the delay in adoption resulting from seeking shareholder approval.

The Board has directed the Nominating and Governance Committee to review this policy statement on an annual basis and to report to the Board on any recommendations it may have concerning the policy. The terms of the policy, as in effect, are included in 3M’s published Corporate Governance Guidelines in addition to this Proxy Statement.

Key areas of Board oversight

Board’s role in strategy

Each year management presents to the Board, and the Board discusses and approves, detailed long-term strategic plans for the Company. In addition to the Company’s overall strategic plan, financial strategic plan, and enterprise strategic plans and priorities, including Enterprise Operationsenterprise operations and environmental, social and governance (ESG),sustainability matters, the discussions also focused on breakout sessions with the directors on strategic plans and priorities for each of the four business groups.

Our Company’s long-term strategy is guided by our Purpose, Promise, Information about these plans and Principlespriorities can be found in the pursuit of creating unique and differentiated value for customers, shareholders, and our stakeholders.

Leading with purpose

As a company we are guided by our Purpose, Promise, and Principles in the pursuit of creating unique and differentiated value for customers, shareholders, and our stakeholders.

Our Purpose Why 3M exists		Unlock the power of people, ideas, and science to reimagine what’s possible
Our Promise What 3M delivers to our employees, customers, and shareholders every day		Improve lives by helping solve the world’s greatest challenges
Our Principles		Science-based performance		Unparalleled expertise, extraordinary outcomes		Makers of what’s next		Strength in collaboration		Change for good
Our beliefs that enable us to uniquely deliver on our promise, now and in the future		We believe that science improves lives. We apply our scientific expertise to create high-performance products and solutions with rigor and precision.		We integrate the best of 3M globally—our technologies, capabilities, and solutions—to solve the seemingly impossible and help people, businesses and communities achieve extraordinary outcomes.		We innovate in ways big and small, continuously transforming what we deliver and how we work to drive next-generation ideas forward.		We bring our outside-in perspective, insight, and solutions in everything we do, working together to develop solutions with companies, institutions, and individuals.		We believe in an equitable and inclusive world, so we think, work and act to drive meaningful change that endures. Together, we commit to creating a more sustainable world for future generations.

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All of these bind us together as one 3M, unified in our ambitions and empowered to act to drive growth, development, reputation, and impact with every action. These collective ideals correspond to expectations from our customers, investors, and our employees, and they work in concert with our foundational strengths and priorities for long-term growth:

Our Strengths

Our strengths are the foundation of 3M. They are deep competitive advantages that we leverage across the enterprise, and make 3M greater than the sum of our parts. All 3M businesses are connected and bolstered by our strengths: unique technologies, advanced manufacturing, global capabilities and leading brands.

We apply and combine our 51 technology platforms – from adhesives and abrasives, to microreplication and nonwoven materials. We leverage our manufacturing capabilities: one-third of our technology platforms and one-quarter of our patents relate to process engineering. 3M’s global reach allows us to serve markets around the world, where we have operations in 70 countries and sales in nearly all countries. Finally, our brand adds value in each of our businesses. We do this while maintaining close engagement with our customers and end-markets, to gain insights that guide our innovation.

Our Priorities

3M constantly buildsCompany’s Annual Report on our foundation through four priorities – Portfolio, Transformation, Innovation, and People & Culture – which position us for long-term success. The ongoing review and reshaping of our portfolio – including prioritization within 3M, and acquisitions and divestitures – is key to maximizing value. We are transforming 3M with new business processes, service models and digitalization capabilities. Innovation remains at the center of our model, and is constantly fueled by investments in research and development and capital. Developing our people and enhancing our culture is foundational to each priority, and our ability to grow, evolve and succeed.Form 10-K.

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Board’s role in risk oversight

Board of directors
●	Oversees the Company’s risk profile and management’s processes for assessing and managing risk, both as a whole Board and through its committees
●	Provides general oversight of 3M’s overall environmental, social and governance (ESG) and human resources strategies, goals and results
●	Reviews enterprise risks at least annually (including environmental, health and safety (EHS) compliance, human capital management, ESG, cybersecurity and information security risks)
●	Assigns other important categories of risk and specific ESG elements to designated Board committees and receives reports from them

Audit committee ●    Has the primary responsibility for the oversight of risks facing the Company, including cybersecurity ● ��  Has the oversight responsibilities over risks associated with the Company’s capital structure, credit ratings and cost of capital, long-term benefit obligations, and use of or investment in financial products, such as derivatives to manage risk related to foreign currencies, commodities, and interest rates The Audit Committee’s charter provides that the Audit Committee shall “discuss policies and procedures with respect to risk assessment and risk management, the Company’s major risk exposures and the steps management has taken to monitor and mitigate such exposures.” The role of the auditor The Senior Vice President and General Auditor, Corporate Auditing (the “Auditor”), whose appointment and performance is reviewed and evaluated by the Audit Committee and who has direct reporting obligations to the Committee, is responsible for leading the formal risk assessment and management process within the Company. The Auditor, through consultation with the Company’s senior management, periodically assesses the major risks facing the Company and works with those executives responsible for managing each specific risk. The Auditor periodically reviews with the Audit Committee the major risks facing the Company and the steps management has taken to monitor and mitigate those risks. The Auditor’s risk management report, which is provided in advance of the meeting, is reviewed with the entire Board by either the chair of the Audit Committee or the Auditor.

Compensation and talent committee ●   Oversees risks associated with the Company’s compensation practices, including by performing an annual review of the Company’s risk assessment of its compensation policies and practices for its employees, including talent sourcing, diversity and retention strategies; talent development; internal pay equity, and equal employment opportunities Nominating and governance committee ●   Oversees risks associated with the Company’s overall governance (e.g., Board diversity, public policy, social responsibility, political activities and contributions) and its succession planning process to ensure that the Company has a slate of future, qualified candidates for key management positions Science, technology & sustainability committee ●   Oversees risks associated with the Company’s environmental and product stewardship efforts, including EHS legal and regulatory compliance, as well as significant emerging science and technology, disruptive innovations, materials vulnerability, and geopolitical issues that may impact the company’s overall strategy, global business continuity and financial results

Management
●	Provides consultation to the Auditor when he or she assesses the major risks facing the Company
●	Manages and mitigates risks (e.g., the formation of a holistic Equity & Community organization to advance social justice and equity in our workplaces, business practices and communities globally)
●	Reports, as needed, to the full Board on how a particular risk is being managed and mitigated

The Board believes that its oversight of risks, primarily through delegationoversees the Company’s risk profile and management’s processes for assessing and managing risk. The Board has delegated to the Audit Committee butthe primary responsibility for oversight of policies and procedures with respect to Company risk assessment and risk management activities, the Company’s major risk exposures, and management monitoring and mitigation activities. The Board has also through delegation to other committees to overseedelegated oversight of specific risks within their areas of responsibility and expertise, and the sharing of information with theto various committees.

The Board reviews enterprise risks at least annually. The full Board is appropriate for a diversified technologyreview has included, among other things, portfolio management; major litigation; fluorochemical stewardship; supply chain resiliency; human capital management; sustainability; cybersecurity and manufacturing company like 3M.information security; geopolitical risks; and environmental, health, and safety compliance. Other categories of risk and certain sustainability elements have been assigned to designated Board committees as summarized below. The chair of each committee that oversees risk provides a summary of the matters discussed with the committee to the full Board following each committee meeting. Themeeting, and the minutes of each committee meeting are also provided to all Board members.

The Board believes that its practices related to oversight of risk, including through delegation to its committees and the sharing of information with the full Board, is appropriate for a diversified technology and manufacturing company like 3M. The Board also believes its oversight of risk is enhanced by its current leadership structure (further discussed

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below) because the CEO, who is ultimately responsible for the Company’s management of risk, also chairs regular Board meetings. Given his in-depth knowledge and understanding of the Company, the CEO is best able to bring key business issues and risks to the Board’s attention. A summary of risk oversight roles is included on the following page.

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Board of directors
●	Oversees the Company’s risk profile and management’s processes for assessing and managing risk
●	Reviews enterprise risks at least annually
●	Delegated to Audit Committee the primary responsibility for oversight of risk assessment and risk management activities
●	Assigned other important risks and certain sustainability elements to designated Board committees as identified below and receive reports from them

Audit ●  Financial statements / internal controls / audit / independent accounting firm ●  Contingent liabilities and long-term benefit obligations ●  Cybersecurity ●  Capital allocation and structure ●  Credit ratings and cost of capital ●  Use of financial instruments to manage foreign currency, commodity, and interest rate risks ●  Ethics and compliance		Compensation and Talent ●  Executive compensation ●  Annual review of Company’s risk assessment of its compensation policies and practices for its employees, including talent sourcing, diversity, and retention strategies ●  Talent development and equal employment opportunities ●  Succession planning
Nominating and Governance ●  Corporate governance practices ●  Director nominations and Board and committee composition ●  Corporate officer appointments and succession planning ●  Related person transactions ●  Shareholder proposals and engagement ●  Public policy, social responsibility, and political activities		Science, Technology & Sustainability ●  Research and development ●  Sustainability / environmental and product stewardship / environmental, health and safety legal and regulatory compliance ●  Emerging science and technology, disruptive innovations, materials vulnerability, and geopolitical issues impacting the Company’s strategy, global business continuity, and financial results

Auditor
●	The Senior Vice President and General Auditor, Corporate Auditing (Auditor) is responsible for leading the risk assessment and management process
●	The Auditor, through consultation with the Company’s senior management, periodically assesses the major risks facing the Company and works with the executives who are responsible for managing specific risks
●	The Auditor, whose appointment and performance is reviewed and evaluated by the Audit Committee, periodically reviews with the Audit Committee the major risks facing the Company and the steps management has taken to monitor and mitigate those risks
●	The Auditor’s risk management report, which is provided in advance of the meeting, is reviewed with the entire Board by either the chair of the Audit Committee or the Auditor

Management
●	Provides consultation to the Auditor during the assessment of the major risks facing the Company
●	Manages and mitigates risks
●	Reports, as needed, to the full Board on how a particular risk is being managed and mitigated

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Board’s role in management succession planning and human capital management

The Board plans the succession to the position of Chairman, CEO, and other senior management positions. To assist the Board, the Chairman/CEO and Chief Human Resources Officer annually assess senior managers and their succession potential for the position of Chairman/CEO and other senior management positions. The Board also reviews the Company’s strategies and plans to recruit, retain, develop, protect, and fairly compensate its global workforce, with focuses on health and safety, development, diversity, equity and inclusion, and compensation and benefits.

Human capital management

At 3M, we believe the ability to recruit, retain, develop, protect, and fairly compensate our global workforce of 95,000 enables our success.

Health and Safety - We are committed to the safety, health, and well-being of our employees. We continuously evaluate opportunities to raise safety and health standards, visiting sites to identify and manage environmental health and safety risks; evaluating compliance with regulatory requirements and 3M policy; and maintaining a global security operation for the protection of facilities and people on 3M sites. We also promote a culture of health and well-being through disease prevention programs, on-site clinical services, employee assistance programs, and comprehensive health care benefits.

Development - Developing employees contributes to growing 3M’s business. We maintain talent and succession planning processes, including regular review by Information about the Company’s chief executive officer (CEO) and reporting up through the Board of Directors. We have a suite of high-potential leadership development programs which brings a consistent approach to leadership development. We also have development programs for managers and supervisors and provide learning opportunities for all employees,human capital can be found in addition to regular coaching and support from their supervisor. With the Company’s global online employee learning platform, employees are able to access unique, just-in-time development resourcesAnnual Report on Form 10-K.

Board’s role in 12 languages to support their career aspirations and advance their skills.sustainability

Diversity, Equity and Inclusion - A diverse, global workforce and inclusive culture that provides fair and equitable opportunities helps 3M remain competitive, advance its innovation culture, and serve customers. We focus on attracting and advancing top talent and have publicly committed to advancing global diversity in management across all dimensions, with additional specific goals to continue advancing pay equity and to increase the Company’s diversity with underrepresented groups. We support these values with an internal CEO Inclusion Council, a forum led by senior management to advance diversity, equity and inclusion initiatives. We also plan to invest $50 million over a five-year period through 2025 to address racial opportunity gaps through workforce development initiatives in the communities in which our employees live and our business operates.

Compensation and Benefits - We have a trust-based approach to work that empowers employees to work where and when they can best achieve their goals, which supports attraction and retention of talent around the globe. In addition to a professional and flexible work environment that promotes innovation, well-being, and rewards performance, 3M’s total compensation for employees includes a variety of components that support sustainable employment and the ability to build a strong financial future, including competitive market-based pay and comprehensive benefits. In addition to earning a base salary, eligible employees are compensated for their contributions to the Company’s goals with both short-term cash incentives and long-term equity-based incentives. Through its global pay philosophy, principles and consistent implementation, 3M is committed to providing fair and equitable pay for employees. Eligible full-time employees in the United States also have access to medical, dental, and vision plans; savings and retirement plans; a 3M employee stock purchase plan; and other resources. Some of these benefits can also be available to regular part-time employees who work at least 20 hours a week. Programs and benefits differ internationally for a variety of reasons, such as local legal requirements, market practices, and negotiations with works councils, trade unions, and other employee representative bodies.

Commitment to sustainability

We are guided by the principles of sound science and corporate responsibility. We believe in an equitable and inclusive world, so we think, work, and act to drive meaningful change that endures. Together, we commit to creating a more sustainable world for future generations.

In collaboration with our employees, customers, partners, government, and communities, we apply our expertise and technology to help solve shared global challenges. We recognize and consistently seek opportunities to do more. It is our ambition to meet the increasing expectations of our customers, employees, investors, and stakeholders—stakeholders — and grow our business—business — by continuing to make bold sustainability commitments and taking stronger actions.

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For more than 45 years,We use a science-based approach to reimagine what’s possible as we rise to the challenges that are most material to 3M has been recognized asand critical to our planet and its people. Our goals and sustainability metrics reflect a leader among global corporations in sustainability actionsheightened commitment to thinking holistically about how our people, products, and measures, with programs dating back as early as 1975. Since thenoperations can all contribute to a better and to this day, ourbrighter future. Our goals and ambitions continue to grow and gain momentum as we recognize how much still needs to be done to make the world more sustainable for future generations. Our sustainability strategy is a systemic approach, seeking to drive innovation and holistic impact against shared global needs. We set impactful and measurable goals that demonstrate our environmental, social, and governance (ESG)sustainability commitments and progress. As a global science, technology, and manufacturing company, we believe 3M is uniquely positioned to bring our full capabilities to advance meaningful impact, not only in our workplaces but also in our communities. As we advance our initiatives with determination, we know systemic change requires resources and long-term dedication.

We report on these efforts annually in our Global Impact Report. As a global corporation contributing to society through diverse markets, we believe that we have a significant responsibilityopportunities and responsibilities to advance the United Nations Sustainable Development Goals across the world. We are also a participant of the United Nations Global Compact, a policy initiative for businesses to demonstrate their commitment to ten principles in the areas of human rights, labor, environment, and anti-corruption. We align our Global Impact Report to the guidelines of the Sustainability Accounting Standards Board (SASB) and the Task Force for Climate-Related Financial Disclosures (TCFD) recommendations for helping businesses disclose climate-related financial information. Together withAs we build on our ambition of improving livesglobal capabilities and our strong set of 3M values, thesediverse technologies, we have clear commitments drive and informbold ambitions to shape a sustainable future within our formalized approach to sustainability—the 3M Strategic Sustainability Framework.Framework and its three priority areas: Science for Circular, Science for Climate, and Science for Community. Within these pillars, we build partnerships, implement projects, and create processes that move us forward in the areas where we can make the greatest impact.

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In December 2022, 3M announced the exit of all PFAS manufacturing by end of 2025 and to sustainability encompasses stewardship of water discharges, air emissions and physical wastework to minimize our manufacturing processes’ environmental impact, including active managementdiscontinue use of PFAS (per- and polyfluoroalkyl substances). Inacross the product portfolio by end of 2025, positioning 3M for continued sustainable growth. With these efforts,two actions, 3M is committedcommitting to working with communities, elected officials, regulators, and scientists to continue to beinnovate toward a good neighbor.world less dependent upon PFAS.

Our robust governance framework includes oversight by our Board of Directors, which receives regular sustainability updates and reviews related risks as part of 3M’s enterprise risk management. The Science, Technology & Sustainability Committee of the Board of Directors has primary oversight responsibility of 3M’s sustainability and stewardship activities, including, among others, environmental and product stewardship efforts, environmental, health & safety, and legal and regulatory compliance. The company’s Environmental Responsibility and Sustainability Committee, comprising 3M top executive management, provides leadership, oversight and strategy for sustainability and develops and monitors adherence with related policies and procedures.

3M is a pay-for-performance company. Beginning in 2022, a new ESG modifier has been added to the formula used to calculate the annual incentive compensation earned by the Company’s senior executives. Amounts earned by them will be increased 10 percent of target, decreased 10 percent of target, or left unchanged based on the Compensation and Talent Committee’s assessment of 3M’s performance against a set of objective ESG metrics. For more information, see “2022 changes to our“Annual incentive compensation program—2022 annual incentive compensation program”— ESG Modifier” on page 69.72.

Board of Directors		● Receives regular sustainability updates at Board meetings ● Reviews sustainability-related risks as part of 3M’s enterprise risk program
Science, Technology& SustainabilityCommittee of the Boardof Directors		●Provides primary oversight of 3M’s sustainability and stewardship activities ● Reviews 3M’s sustainability policies and program to identify and analyze significant sustainability, materials vulnerability and geopolitical issues that may impact 3M’s overall business strategy, global business continuity and financial results
EnvironmentalResponsibility andSustainability Committee		●Provides leadership, oversight, and strategy to encourage and ensure sustainability opportunities are recognized ●Develops and monitors adherence with strong sustainability-related policies and procedures ●Includes 3M’s CEO, EVP & CFO & Transformation Officer, CTO & EVP Environmental Responsibility, Group President Enterprise Operations, EVP & Chief HR Officer, EVP & Chief Legal Affairs Officer, SVP & Chief Strategy Officer, and EVP Country Governance & Services
Chief SustainabilityOfficer		● Leads 3M’s sustainability activities ● Reports to the Environmental Responsibility and Sustainability Committee and other internal and external groups
Sustainability leaders inbusiness groups, geographic areas,and enterprise-wideenterprisewide		●Drives Strategic Sustainability Framework priorities and initiatives consistent with the scope of their role ● Leads customer relationships to solve shared global challenges

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Through engagement with our Board of Directors, executive leadership team and business groups, our work across 3M’s Strategic Sustainability Framework is advancing progress towards our sustainability commitments and ESG metrics.

To learn more on our sustainability strategy, priority areas, and progress, please visit www.3M.com/ESG.

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Our priority areas

Science for Circular Design solutions that domore with less material,advancing a globalcircular economy.

A circular economy does more with less, keeps products and materials in use, designs out waste and pollution, and regenerates natural systems. At the core is an opportunity to develop technologies and business models that are restorative and regenerative by design. At 3M, we see circular economy as an opportunity to inspire leadership, innovation and disruptive change, all driving impact for a more sustainable future. Goals ●  Reduce global water use by an additional 10%, indexed to salesthe following amounts: 10 percent by 2022, 20%20 percent by 2025, and 25%25 percent by 2030.2030, indexed to sales.1,2(1),(2) ●  For 3M’s global manufacturing operations, enhance the quality of water returned to the environment from industrial processes by 2030.(3),(4) Our initial focus is on implementing state of-the-art water purification technology at the largest water use locations globally and having them operational in 2024.2 ●  Engage 100%100 percent of water-stressed/scarce communities where 3M manufactures, on community-wide approaches to water management by 2025. Drive supply chain sustainability through targeted raw material traceability and supplier performance assurance by 2025. ●  Drive supply chain sustainability through targeted raw material traceability and supplier performance assurance by 2025. ●  Reduce manufacturing waste by an additional 10%,10 percent, indexed to sales by 2025. ●  Achieve zero landfill status at more than 30%30 percent of manufacturing sites by 2025. ●  Require every new product that enters 3M’s new product commercialization process to have a Sustainability Value Commitment demonstrating how it drives impact(SVC) for the greater good.every new product.(5) ●  Reduce dependence on virgin fossil-based plastic by 125 million pounds by 2025.(6)

Science for Climate Innovate to decarbonizeindustry, accelerate global climate changesolutions and improveour environmentalfootprint.		At 3M, we support the global consensus set forth in the 2015 Paris Agreement and we are acting on the 2018 findings of the Special Report on Global Warming of 1.5°C by the Intergovernmental Panel on Climate Change into our goals, operations and actions. The global climate crisis impacts businesses, our communities and our families. We believe that by working together, we can drive necessary system change. We recognize the work to be done and are inspired by the opportunity to chart our collective path forward. Goals ●  Improve energy efficiency, indexed to net sales, by 30%30 percent by 2025. ●  Increase renewable energy to 50%50 percent of total electricity use by 2025 and to 100%100 percent by 2050. ●  Reduce Scope 1 and 2 market-based GHG emissions at least 50%50 percent by 2030, 80%80 percent by 2040 and achieve carbon neutrality in our operations by 2050.2,3(2),(7) ●  Help our customers reduce their GHGs by 250 million tons of CO2 equivalent emissions through the use of 3M products by 2025.

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(1)	Expanded commitment from 10% between 2015 and 2025.
(2)	2019 will be the baseline measure year for these new commitments.
(3)	Expanded 3M’s 2025 goal to stay below 50% of our 2002 baseline, meaning 3M’s 2030 Scope 1 and 2 emissions will now be reduced more than 85% from 2002 levels.

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Science for Community Create a more positive world through science and inspire people to join us.

3M recognizes the crucial role of science in improving lives, protecting health and safety, and helping solve global challenges. We know we need new technologies, creative scientists, and evidence-based policies and decisions to drive impactful change. We recognize the importance of well-trained science, technology, engineering, and mathematics (STEM)STEM graduates and the critical need for equitable access to STEM education and careers which drives us to advance diversity, equity, inclusion and social justice within our company and community. We believe in the power of science, sharing our expertise, and investing in the bright minds of tomorrow. Together we will lead and design a sustainable future for all. Goals ●  Invest cash and products for education, community, and environmental programs by 2025. ●  Double the pipeline of global diverse talent in management to build a diverse workforce by 2030, an adjustment from the previous goal year of 2025 as we reassess our progress to date. See 3M’s 2021 Diversity, Equity & Inclusion Report for more details. 100% participation in employee development program to advance individual and organizational capabilities by 2025.2030.(8) ●  Provide 300,000 work hours of skills-based volunteerism by 3M employees to improve lives and help solve society’s toughest challenges by 2025.(9) ●  Provide training to five million people globally on worker and patient safety by 2025. ●  Invest $50 million to address racial opportunity gaps in the U.S. through workforce development and STEM education initiatives by 2025(6) ●  Double the representation of underrepresented groups from entry-level through management in our U.S. workforce.(10),(11),(12) ●  Double the representation of underrepresented groups in management positions in our U.S. workforce.(10),(11),(12) ●  Advance economic equity by creating 5 million unique STEM and skilled trades learning experiences for underrepresented individuals by the end of 2025(13) ●  Maintain or achieve 100 percent pay equity globally(12)

(1)	Expanded commitment from 10 percent between 2015 and 2025.
(2)	2019 will be the baseline measure year for these new commitments.
(3)	By improving the weighted average of priority constituents, including select metals, biochemical oxygen demand, chemical oxygen demand, cyanide compounds, fluoride, total nitrogen, oil and grease, PFAS, total dissolved solids, total suspended solids, sulfate, and others.
(4)	Water used by manufacturing or industrial processes, including all water use not defined as domestic (sanitary, cafeteria, etc.).
(5)	For projects passing a ‘gate’ in our new product commercialization process; an SVC describes how the product drives positive impact for our stakeholders in alignment with our Strategic Sustainability Framework.
(6)	Established in 2021.
(7)	Expanded 3M’s 2025 goal to stay below 50 percent of our 2002 baseline, meaning 3M’s 2030 Scope 1 and 2 emissions will now be reduced more than 85 percent from 2002 levels.
(8)	In 2021, 3M updated the goal maturity date to 2030 from 2025.
(9)	Goal was initiated in 2019. Skills-based volunteering is primarily delivered through the 3M Impact program.
(10)	Underrepresented groups in our 3M U.S. workforce include Black/African American and Hispanic/Latino employees.
(11)	2020 is the baseline measurement year.
(12)	Established in 2020 to drive trend and trajectory progress over time.
(13)	2021 is the baseline measurement year. 3M defines underrepresented individuals in the U.S. using National Science Foundation research. For global definitions, we rely on gender diversity and local context for marginalized populations.

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Board structure and processes

Board’s leadership structure

Our Corporate Governance Guidelines allow the independent directors flexibility to split or combine the Chairman and CEO responsibilities. The independent directors annually review our leadership structure to determine the structure that is in the best interest of 3M and its shareholders.

The Board’s current leadership structure is characterized by:

●	A combined Chairman of the Board and CEO;
●
●	A strong, independent, and highly experienced Lead Independent Director with well-defined responsibilities that support the Board’s oversight responsibilities;
●
●	A robust committee structure consisting entirely of independent directors with oversight of various types of risks; and
●
●	An engaged and independent Board.

The Board believes that this leadership structure provides independent board leadership and engagement while deriving the benefits of having our CEO also serve as Chairman of the Board. As the individual with primary responsibility for managing the Company’s day-to-day operations and with in-depth knowledge and understanding of the Company, the CEO is best positioned to chair regular Board meetings as the directors discuss key business and strategic issues. Coupled with the Lead Independent Director, this combined structure provides independent oversight while avoiding unnecessary confusion regarding the Board’s oversight responsibilities and the day-to-day management of business operations.

The Board believes that adopting a rigid policy on whether to separate or combine the positions of Chairman of the Board and CEO would inhibit the Board’s ability to provide for a leadership structure that would best serve shareholders. As a result, the Board has rejected adopting a policy permanently separating or combining the positions of Chairman and CEO in its Corporate Governance Guidelines, which are reviewed at least annually and available on our website at www.3M.com, under Investor Relations — Governance. Instead, the Board adopted an approach that allows it, in representing the shareholders’ best interests, to decide who should serve as Chairman or CEO, or both, under present or anticipated future circumstances.both.

The Board believes that combining the roles of CEO and Chairman contributes to an efficient and effective Board. The Board believes that to drive change and continuous improvement within the Company, tempered by respect for 3M’s traditions and values, the CEO must have maximum authority. The CEO is primarily responsible for effectively leading

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significant change, improving operational efficiency, driving growth, managing the Company’s day-to-day business, managing the various risks facing the Company, and reinforcing the expectation for all employees of continuing to build on 3M’s century-old tradition of uncompromising integrity and doing business the right way.

The Board also believes that the Company’s corporate governance measures ensure that strong, independent directors continue to effectively oversee the Company’s management and key issues related to executive compensation, CEO evaluation and succession planning, strategy, risk, and integrity. The Corporate Governance Guidelines provide, in part, that:

●	Independent directors comprise a substantial majority of the Board;
●	Directors are elected annually by a majority vote in uncontested director elections;
●	Only independent directors serve on the Audit, Compensation and Talent, Nominating and Governance, and Science, Technology & Sustainability Committees;
●	The committee chairs establish their respective agendas;
●	The Board and committees may retain their own advisors;
●	The independentIndependent directors have complete access to management and employees;
●	The independentIndependent directors meet in executive session without the CEO or other employees during each regular Board meeting; and
●	The Board and each committee regularly conduct a self-evaluation to determine whether it and its committees function effectively.

The Board has also designated one of its members to serve as Lead Independent Director, with responsibilities that are similar to those typically performed by an independent chairman.

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Lead Independent Director

Since 2012, our Lead Independent Director has been Michael Eskew, a highly experienced director. He currently servesrecently served on the boards of The Allstate Corporation, Eli Lilly and Company, and International Business Machines Corporation, and is the former Chairman and CEO of United Parcel Service, Inc. His responsibilities include, but are not limited to, the following:

●	Presides at all meetings of the Board at which the Chairman is conflicted or not present, including executive sessions of the independent directors;
●
●	Acts as a key liaison between the Chairman/CEO and the independent directors;
●
●	Approves the meeting agendas for the Board, and approves the meeting schedules to assure that there is sufficient time for preparation and discussion of all agenda items;
●
●	Has the authority to approve the materials to be delivered to the directors in advance of each Board meeting and provides feedback regarding the quality, quantity, and timeliness of those materials (this duty not only gives the Lead Director approval authority with respect to materials to be delivered to the directors in advance of each Board meeting but also provides a feedback mechanism so that the materials may be improved for future meetings);
●
●	Has the authority to call meetings of the independent directors;
●
●	Communicates Board member feedback to the Chairman/CEO (except that the chair of the Compensation and Talent Committee leads the discussion of the Chairman/CEO’s performance and communicates the Board’s evaluation of that performance to the Chairman/CEO);
●
●	If requested by major shareholders, ensures that he is available, when appropriate, for consultation and direct communication; and
●
●	Performs such other duties as requested by the independent directors.

Executive sessions

As an agenda item for every regularly scheduled Board and committee meeting, independent directors regularly meet in executive session, without the Chairman/CEO or other members of management present, to consider such matters as they deem appropriate. The Lead Independent Director presides over the Board’s executive sessions.

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Board committees

Board and committee information

The Board currently has the following standing committees: Audit,Audit; Compensation and Talent,Talent; Nominating and Governance,Governance; and Science, Technology & Sustainability. The current members of our committees, the principal functions of each committee, and the number of meetings held in 20212022 are shown below. Each member is independent under our Director Independence Standards, as well as applicable Securities and Exchange Commission (“SEC”) rules and NYSE listing standards.

Each committee has adopted, and annually reviews, a charter setting forth its roles and responsibilities. Those charters are available at www.3M.com> Investor Relations > Governance > Governance Documents > Committee Charters.

Board committee composition

Name of Non-employee Director		Audit		Compensation and Talent		Nominating and Governance		Science, Technology & Sustainability
Thomas “Tony”���Tony” K. Brown
Anne H. Chow
Pamela J. Craig
David B. Dillon
Michael L. Eskew
James R. Fitterling
Amy E. Hood
Muhtar Kent
Suzan Kereere
Dambisa F. Moyo
Gregory R. Page
Pedro J. Pizarro

  Committee member       Chair

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				Audit CommitteeMeetings in 2022: 10
David B. Dillon  (chair)
Michael L. Eskew
James R. Fitterling
Herbert L. Henkel*
Amy E. Hood
Muhtar Kent
Suzan Kereere
Dambisa F. Moyo
Gregory R. Page
Patricia A. Woertz*

 = Committee member   = Chair

*	Until Mr. Henkel and Ms. Woertz’s retirement in May 2022.

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Audit CommitteeMeetings in 2021: 10
David B. Dillon		Thomas “Tony” K. Brown		Pamela J. CraigCraig*	Michael L. Eskew	Dambisa F. MoyoMoyo*	Pedro J. Pizarro**
(chair)

The Board of Directors has determined that all Audit Committee members are “independent” and “financially literate” under the NYSE listing standards and that members of the Audit Committee received no compensation from the Company other than for service as a director.

The Board has also determined that the following Audit Committee members — David B. Dillon (chair), Pamela J. Craig, Michael L. Eskew, Dambisa F. Moyo, and Pedro J. Pizarro — have “accounting or related financial management expertise” under the NYSE listing standards and are “audit committee financial experts” as that term is defined by applicable Securities and Exchange Commission regulations.

Introduction

The Audit Committee assists the Board in its oversight of the integrity of the Company’s financial statements; compliance with legal and regulatory requirements; the qualifications, independence, and performance of the Company’s independent registered public accounting firm (Independent Accounting Firm); the performance of the Company’s internal auditing department; and the Company’s financial risk assessment and management; and furnishes a report for inclusion in the Company’s Proxy Statement.

Roles and Responsibilities

The Board has also determined that the following Audit Committee members — David B. Dillon (chair), Pamela J. Craig, and Dambisa F. Moyo — have “accounting or related financial management expertise” under the NYSE listing standards and are “audit committee financial experts” as that term is defined by applicable Securities and Exchange Commission regulations.

Introduction

The Audit Committee assists the Board in its oversight of the integrity of the Company’s financial statements, compliance with legal and regulatory requirements, the qualifications, independence, and performance of the Company’s independent registered public accounting firm (the “Independent Accounting Firm”), the performance of the Company’s internal auditing department, the Company’s financial risk assessment and management, and furnishes a report for inclusion in the Company’s Proxy Statement.

Roles and Responsibilities

●  Reviews the Company’s annual audited and quarterly consolidated financial statements and internal controls over financial reporting; ●  Reviews the Company’s financial reporting process and internal controls over financial reporting, including any 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 Company’s report on internal controls over financial reporting and the Independent Accounting Firm’s audit of internal controls over financial reporting; ●  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 permissible non-audit services provided by the Independent Accounting Firm; ●  Reviews findings and recommendations of the Independent Accounting Firm and management’s response to the recommendations of the Independent Accounting Firm; ●  Discusses policies with respect to risk assessment and risk management, the Company’s major risk exposures, and the steps management has taken to monitor and mitigate such exposures; ●  Periodically reviews the Company’s capital allocation and capital structure strategies, insurance coverage, funding for pension and other post-retirement benefit plans, and global tax planning; ●  Periodically reviews the Company’s global Treasury activities, including risks associated with cash investments, counterparties, and use of derivatives and other financial instruments for risk management purposes;

●  Periodically reviews and approves the Company’s use of swaps exemption pursuant to Dodd-Frank derivatives clearing policy; ●  PeriodicallyQuarterly obtains reports from senior management, including the Chief Information Officer, regarding the progress on the phased implementation of the global enterprise resource planning system, information technology networks and systems, and the adequacy and effectiveness of the Company’s information security policies and internal controls regarding information security; ●  Periodically obtains reports from the Company’s senior internal auditing executive, who has direct reporting obligations to the Committee, on the annual audit plan, scope of work, and the results of internal audits and management’s response thereto; ●  Periodically obtains reports from the Company’s Chief Compliance Officer, who has direct reporting obligations to the Committee, on compliance with the Company’s Code of Conduct, and at least annually, on the implementation and effectiveness of the Company’s compliance and ethics program; ●  Reviews with the Company���sCompany’s General Counsel legal matters that may have a material impact on the consolidated financial statements and any material reports or inquiries received from regulators or government agencies regarding compliance; and ●  Establishes procedures for (i) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters and periodically review with the Chief Compliance Officer and the Company’s senior internal auditing executive these procedures and any significant complaints received.

*	Until Ms. Craig’s and Ms. Moyo’s retirement in May 2023.	Financially literate	Financial expert
**	Effective February 9, 2023.

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= Financially literate        = Financial expert

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Compensation and Talent CommitteeMeetings in 2021: 10

Pamela J. Craig (chair)

Michael L. Eskew

James R. Fitterling

Herbert L. Henkel*

Amy E. Hood

Suzan Kereere

Gregory R. Page

Patricia A. Woertz*

The Board of Directors has determined that all Compensation and Talent Committee members are “independent” under the NYSE listing standards, including the listing standards applicable to compensation committee members. The Board has also determined that each Compensation and Talent Committee member qualifies as a “Non-Employee Director” under Rule 16b-3 of the Securities Exchange Act of 1934. Introduction The Compensation and Talent Committee reviews the Company’s 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, reviews and discusses with management of the Company the Compensation Discussion and Analysis preparedMeetings in accordance with the Securities and Exchange Commission’s disclosure rules for executive compensation, and furnishes a report for inclusion in the Company’s Proxy Statement. Roles and Responsibilities 2022: 5

Pamela J. Craig* (chair)

James R. Fitterling*

Anne H. Chow**

Michael L. Eskew

Amy E. Hood

Suzan Kereere

Gregory R. Page

The Board of Directors has determined that all Compensation and Talent Committee members are “independent” under the NYSE listing standards, including the listing standards applicable to compensation committee members.

The Board has also determined that each Compensation and Talent Committee member qualifies as a “Non-Employee Director” under Rule 16b-3 of the Exchange Act.

Introduction

The Compensation and Talent Committee reviews the Company’s 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, reviews and discusses with management of the Company the Compensation Discussion and Analysis prepared in accordance with the Securities and Exchange Commission’s disclosure rules for executive compensation, and furnishes a report for inclusion in the Company’s Proxy Statement.

Roles and Responsibilities

●  Reviews disclosures in the Company’s Proxy Statement regarding advisory votes on executive compensation and the frequency of such votes; ●  Approves the adoption, amendment, and termination of incentive compensation and deferred compensation programs for employees of the Company; ●  Approves the adoption, amendment, or termination of equity compensation programs or, if shareholder approval would be required, recommends such actions to the Board; ●  Approves, subject to ratification by the independent directors of the Board, employment agreements and severance arrangements for the CEO, as appropriate; ●  Approves employment agreements and severance arrangements for the senior executives of the Company (other than the CEO), as appropriate; ●  Oversees the administration of the Company’s stock and long-term incentive compensation programs, and determines the employees who receive awards and the size of their awards under such programs; ●  Approves the adoption and amendment of Company guidelines covering ownership of Company common stock by executives, and annually reviews compliance with these guidelines;

●  Reviews and makes recommendations to the Board of Directors concerning any amendment to a retirement benefit plan that would require Board approval; ●  Annually reviews a risk assessment of the Company’s compensation policies and practices for its employees; ●  Periodically reviews and discusses with the Company’s management matters relating to internal pay equity; ●  Reviews shareholder proposals relating to executive compensation matters and makes recommendations to the Board regarding responses; ●  Effective February 8, 2022: Periodically reviews and discusses with management matters relating to talent sourcing, diversity, and retention strategies; talent development; internal pay equity; and equal employment opportunities; ●  Effective February 8, 2022: Periodically reviews with the Chairman/CEO their assessment of the Company’s senior executives and succession plans relating to their positions; and ●  Has the authority to retain compensation consultants, counsel, or other advisors as it deems appropriate, including the authority to approve such advisors’ fees and retention terms.

The Committee may delegate its authority to subcommittees of one or more Committee members or to senior executives of the Company as it deems appropriate, subject to compliance with applicable laws, rules, regulations, and plan requirements. The Committee has delegated authority to the Company’s Chief Executive Officer and to its Executive Vice President and Chief Human Resources Officer, to grant certain stock-based awards to eligible, non-executive employees, subject to certain limits.

The Committee may delegate its authority to subcommittees of one or more Committee members or to senior executives of the Company as it deems appropriate, subject to compliance with applicable laws, rules, regulations, and plan requirements. The Committee has delegated authority to the Company’s Chief Executive Officer and to its Executive Vice President and Chief Human Resources Officer, to grant certain stock-based awards to eligible, non-executive employees, subject to certain limits.

*	Until Mr. Henkel and Ms. Woertz’sCraig will continue to serve on the committee until her retirement in May 2022.2023. Mr. Fitterling is expected to become committee chair in connection with Ms. Craig’s retirement.
**	Effective February 9, 2023.

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Nominating and Governance Committee Meetings in 2021: 52022: 6
Muhtar KentKent* (chair)		Thomas “Tony” K. BrownBrown*		David B. Dillon				Dambisa F. MoyoMoyo**

The Board of Directors has determined that all Nominating and Governance Committee members are “independent” under the NYSE listing standards.

Introduction

The Nominating and Governance Committee establishes the 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.

Roles and Responsibilities

Introduction

The Nominating and Governance Committee establishes the 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.

Roles and Responsibilities

●  Selects and recommends director candidates to the Board of Directors, in light of the Board Membership Criteria adopted by the Board, either to be submitted for election at the Annual Meeting or to fill any vacancies on the Board, including consideration of any shareholder nominees for director (submitted in accordance with the Company’s Bylaws); ●  Reviews and makes recommendations to the Board of Directors concerning the composition and size of the Board and its committees, the Board Membership Criteria, frequency of meetings, and changes in compensation for non-employee directors; ●  Reviews the Company’s 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;

●  Reviews and approves any transaction between the Company and any related person, which is required to be disclosed under the rules of the Securities and Exchange Commission; ●  Develops and recommends to the Board for its approval an annual self-assessment process of the Board and its committees and oversees the process; ●  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; ●  Periodically reviews the corporate contribution program (3Mgives) and the contribution activities of the 3M Foundation, which is funded by the Company; and ●  Periodically reviews the Company’s positions and engagement on important public policy, social responsibility, and corporate governance issues affecting its business, including political contributions by 3M and its Political Action Committee, and shareholder engagement.

*								Mr. Kent will continue to serve on the committee until his retirement in May 2023. Mr. Brown is expected to become committee chair in connection with Mr. Kent’s retirement.
**								Until Ms. Moyo’s retirement in May 2023.

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Science, Technology & Sustainability CommitteeMeetings in 2021: 92022: 8
Gregory R. Page (chair)	Anne H. Chow*	Herbert L. Henkel*		Amy E. Hood				Muhtar KentKent**

The Board of Directors has determined that all Science, Technology & Sustainability Committee members are “independent” under the NYSE listing standards.

Introduction

The responsibility of the Science, Technology & Sustainability Committee of the 3M Board of Directors is to oversee the twin demands of developing products to meet the ever-changing needs of our customers while ensuring that those products cause no harm to people or to our planet. The Science, Technology & Sustainability Committee is responsible for providing the general oversight of the significant scientific and technological aspects of 3M’s businesses and the Company’s sustainability and stewardship activities.

Roles and Responsibilities

Introduction

The responsibility of the Science, Technology & Sustainability Committee (the “Committee”) of the 3M Board of Directors is to oversee the twin demands of developing products to meet the ever-changing needs of our customers while ensuring that those products cause no harm to people or to our planet. The Committee is responsible for providing the general oversight of the significant scientific and technological aspects of 3M’s businesses and the Company’s sustainability and stewardship activities.

Roles and Responsibilities

●  Monitors and reviews the overall strategy, direction, and effectiveness of the Company’s research and development activities; ●  Reviews management’s strategy and allocation of resources for research and development activities, including product line extensions and new product platforms; ●  Reviews the Company’s policies and programs on sustainability; environmental and product stewardship; and environmental, health, and safety, including for compliance with all applicable laws and regulations;		●  Assists the Board in identifying and analyzing significant emerging science and technology, disruptive innovations, sustainability, materials vulnerability, and geopolitical issues that may impact the Company’s overall business strategy, global business continuity, and financial results; and ●  Annually reviews the Company’s Sustainability Report.sustainability report.

*	Effective February 9, 2023.
**	Until Mr. Henkel’sKent’s retirement in May 2022.2023.

Meeting attendance

During 2021,2022, the Board of Directors held five regularly scheduled meetings and foursix special meetings. Overall attendance at Board and committee meetings was 9893 percent. During 2021,2022, all of our director nominees who were directors during 2022 attended at least 75 percent of all Board and Committeecommittee meetings on which they served.

The Company has a long-standing policy that directors are expected to attend the Annual Meeting of Shareholders unless extenuating circumstances prevent them from attending. All 12 directors who were members of the Board as of May 20212022 attended last year’s Annual Meeting of Shareholders.

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Director compensation

Philosophy and Process

The Nominating and Governance Committee is responsible for reviewing and making recommendations to the Board regarding all matters pertainingchanges to the compensation of our non-employee directors. The Board reviews the recommendations of the Nominating and Governance Committee and determines the form and amount of director compensation.

In developing its recommendations, the Nominating and Governance Committee is guided by the following goals:

●	Compensation should fairly pay directors for work required in a company of 3M’s size and complexity;
●
●	A significant portion of the total compensation should be paid in common stock (or common stock equivalents) to align directors’ interests with the long-term interests of shareholders; and
●
●	The structure of the compensation should be simple and transparent.

The Nominating and Governance Committee works with an independent compensation consultant to support its objectives of maintaining a reasonable and appropriate program. For 2021,2022, Frederic W. Cook & Co., Inc. (“FW Cook”)(FW Cook) provided the Nominating and Governance Committee with expert advice on the compensation of non-employee directors, in addition to analyzing market data on director compensation at the same peer group of companies approved by the Compensation and Talent Committee for evaluating Named Executive Officer compensation. Neither the Company nor the Nominating and Governance Committee has any arrangement with any other compensation consultant who has a role in determining or recommending the amount or form of director compensation. For more information on the peer group, see “Executive compensation peer group” beginning on page 67.69.

Directors who are employees of the Company do not receive payment for their Board service.

Elements of annual compensation for non-employee directors

Our non-employee directors receive annual compensation, as summarized below, that is intended to approximate the peer-group median mix (cash vs. equity) and provide an overall target total direct compensation that is consistent with 3M’s size and market-capitalization value relative to its peers. To better align the interests of our directors with those of our shareholders, the annual stock retainer is subject to a rigorous hold-until-terminationhold-until-departure requirement. For more information on the peer group, please see the section entitled “Executive compensation peer group” beginning on page 6769 of this Proxy Statement.			In May 2021, based on the recommendation of2022, the Nominating and Governance Committee after its consideration ofconsidered a director compensation study prepared by FW Cook and recommended not to change the non-employee directors’ compensation arrangements, which the Board approved a $15,000 increase to the annual stock retainer provided to each non-employee director and a $5,000 increase in the fee paid to each of the Lead Director and the chair of the Science, Technology and Sustainability Committee.
accepted.

	Abbreviations: AC = Audit Committee; STSC = Science, Technology & Sustainability Committee
*	Unless a director elects otherwise (see “Alternative Times and Forms of Payment” below), the annual cash retainer, annual Lead Director fee and annual Committee Chair fee are paid in cash on a quarterly basis, and the annual stock retainer is paid shortly after the Annual Meeting in deferred stock units (“DSUs”)(DSUs). All such cash fees are prorated based on the number of days of relevant service during the calendar quarter in which the fees are earned, and directors joining the Board after the Annual Meeting receive a prorated annual stock retainer.

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DSUs. Each DSU represents the right to receive one share of 3M common stock at a future date. For fees paid in DSUs, the number of units credited to the director’s recordkeeping account is determined by dividing the target value of the fees to be paid by the closing sales price for a share of 3M common stock on the NYSE for the last trading day

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immediately preceding the earliest date such amount otherwise could have been paid to the director if taken on a current basis. The Company also credits the director’s account with an additional number of DSUs for each ordinary cash dividend paid on the shares of the Company’s common stock. Appropriate adjustments to the DSUs credited to each director’s account will be made for stock splits, stock dividends, spinoffs, mergers, consolidations, payments of dividends other than in cash, and similar circumstances affecting 3M common stock. Unless deferreda different time or form of payment is elected (see “Alternative Times and Forms of Payment” below), the shares of 3M common stock underlying the DSUs will be distributed in a single lump sum during the month of January in the first year after the director leaves the Board.

Alternative Times and Forms of Payment.Payment. In lieu of receiving all or a portion of the annual stock retainer in DSUs, a director may elect to receive shares of 3M common stock on a current basis, but the net after-tax portion of such shares must be retained by the director until he or she leaves the Board. Similarly, in lieu of cash fees, a director may opt to receive 3M common shares, DSUs, or deferred cash. Directors also may elect to receive distribution of their deferred cash or settlement of their DSUs as follows:

●	a single lump sum during the month of January in the first or second year following the year in which they leave the Board; or
●	in a series of three, five, or ten annual installments beginning during the month of January in the first year after they leave the Board.

2021

2022 director compensation table

The table below shows the amounts earned by our non-employee directors (other than Ms. Kereere) in 2021.2022. As Ms. KereereChow and Mr. Pizarro joined the Board on February 10, 2022, she9, 2023, they did not earn any director compensation during 2021.2022.

Non-Employee Directors		Fees Earned or Paid in Cash ($)(3)		Stock Awards ($)(4)		All Other Compensation ($)(5)		Total ($)
Thomas “Tony” K. Brown		135,000		185,000		487		320,487
Pamela J. Craig		135,000		185,000		5,626		325,626
David B. Dillon(1)		160,000		185,000		6,933		351,933
Michael L. Eskew(1)		173,187		185,000		313		358,500
James R. Fitterling(2)		131,875		229,712		21		361,608
Herbert L. Henkel(1), (2)		142,253		185,000		737		327,990
Amy E. Hood		135,000		185,000		894		320,894
Muhtar Kent(1)		155,000		185,000		917		340,917
Dambisa F. Moyo		135,000		185,000		882		320,882
Gregory R. Page(1)		158,187		185,000		881		344,068
Patricia A. Woertz(1), (2)		157,748		185,000		701		343,449

FOOTNOTES TO 2021 DIRECTOR COMPENSATION TABLE

Non-employee Director		Fees Earned or Paid in Cash ($)(3)		Stock Awards ($)(4)		All Other Compensation ($)(5)			Total ($)
Thomas “Tony” K. Brown		135,000		185,000		578			320,578
Pamela J. Craig(1)		152,778		185,000		5,622			343,400
David B. Dillon(1)		160,000		185,000		1,082			346,082
Michael L. Eskew(1)		175,000		185,000		6,351			366,352
James R. Fitterling		135,000		185,000		277			320,278
Herbert L. Henkel(2)		48,215		—		—			48,215
Amy E. Hood		135,000		185,000		1,096			321,096
Muhtar Kent(1)		155,000		185,000		1,098			341,098
Suzan Kereere(2)		130,000		231,123		756			361,880
Dambisa F. Moyo		135,000		185,000		1,021			321,021
Gregory R. Page(1)		160,000		185,000		1,027			346,027
Patricia A. Woertz(1),(2)		50,437		—		—			50,437

FOOTNOTES TO 2022 DIRECTOR COMPENSATION TABLE
(1)	Lead Director or Committee Chair during all or a portion of 2021.2022.
(2)	Director compensation prorated according to effective date of election, appointment, or retirement: Mr. FitterlingMs. Kereere was appointed to the Board, effective February 5, 2021;10, 2022; Ms. WoertzCraig succeeded Mr. HenkelMs. Woertz as Chair of the Compensation and Talent Committee, effective asFebruary 10, 2022; and each of Mr. Henkel and Ms. Woertz retired from the Board, effective May 12, 2021.10, 2022.

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(3)

This column represents the amount of all fees earned or paid in cash for services as a director, including the annual cash retainer and the annual lead director and committee chair fees. With respect to each of Mr. Fitterling and Ms. Woertz,Suzan Kereere, the amount shown also includes $10,000 for theirher services on a special committee. The table below shows the amount of cash compensation earned during 20212022 that each director elected to receive in 3M common shares or DSUs and the number of shares or DSUs received, excluding adjustments for dividend equivalents. For more information concerning all 3M stock-based holdings of the directors, see “Security ownership of management” beginning on page 108.

	Non-Employee Directors		Cash Fees Paid in Common Shares or DSUs at Director’s Election		3M Common Shares or DSUs Received
	Thomas “Tony” K. Brown		—		—
	Pamela J. Craig		—		—
	David B. Dillon		—		—
	Michael L. Eskew		173,187		932
	James R. Fitterling		—		—
	Herbert L. Henkel		142,253		762
	Amy E. Hood		—		—
	Muhtar Kent		—		—
	Dambisa F. Moyo		—		—
	Gregory R. Page		—		—
	Patricia A. Woertz		157,748		847

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			Cash Fees Paid in Common Shares or DSUs at Director’s Election		3M Common Shares or DSUs Received
	Non-Employee Directors		($)		($)
	Thomas “Tony” K. Brown		—		—
	Pamela J. Craig		—		—
	David B. Dillon		—		—
	Michael L. Eskew		175,000		1,351
	James R. Fitterling		135,000		1,042
	Herbert L. Henkel		48,215		332
	Amy E. Hood		—		—
	Muhtar Kent		155,000		1,216
	Suzan Kereere		—		—
	Dambisa F. Moyo		—		—
	Gregory R. Page		—		—
	Patricia A. Woertz		50,437		348

(4)	This column represents the grant date fair value of the stock awards made in 2021,2022, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation. In addition to the amount shown for the annual stock retainer each director received shortly following his or her election to the Board at the 20212022 Annual Meeting, the amount shown for Mr. FitterlingMs. Kereere includes $44,712$46,123 attributable to the prorated annual stock retainer heshe received for hisher service to the Board from the date of hisher appointment through the date of the 20212022 Annual Meeting.
	The Company does not grant stock options to non-employee directors. Since all stock awards vest on the grant date, there are no unvested stock awards outstanding at year end.
(5)	This column includes the incremental cost of complimentary products and matching gifts. Non-employee directors are eligible to participate in the Company’s matching gift program on the same terms as 3M employees. Under this program, the 3M Foundation will match up to $5,000 a year in contributions made by the director to eligible educational institutions and up to $1,000 a year in contributions by the director to eligible charitable organizations.

Reasonableness of non-employee director compensation

As described above, our philosophy on director compensation is to pay directors fairly for work required in a company of our size and complexity, makeprovide a significant portion of the total compensation equity basedin the form of equity-based compensation to align directors’ interests with the long-term interests of our shareholders, and structure compensation in a simple and transparent manner. We believe that the application of this philosophy has resulted in a non-employee director compensation program that reflects best-in-class design with the following provisions:

●	Retainer-only compensation delivered in a combination of cash and stock-based awards with no fees for attending meetings that are an expected part of board service.
●	Additional retainers for special roles having greater responsibilities, such as Lead Director and committee chairs, to recognize the incremental additional time and effort required.
●	Equity delivered in the form of current or deferred full-value shares, where annual grants are based on a competitive fixed-value formula and immediate vesting helps avoid director entrenchment.
●	A requirement that directors hold until termination fromthe end of their Board service all annual stock retainers earned on or after October 1, 2007, which includes net after-tax shares attributable to current payments and pre-tax shares attributable to deferrals.
●	Flexible voluntary deferral provisions.
●	No material benefits or perquisites.
●	Our 2016 Long-Term Incentive Plan, most recently approved by shareholders at the 2021 Annual Meeting, includes a $600,000 annual compensation limit on all forms of compensation for non-employee directors.

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Stock retention requirement

The Board requires each director to hold the net after-tax shares (or, if deferred, a number of DSUs equal to the number of pre-tax shares underlying the DSUs) attributable to all annual stock retainers earned on or after October 1, 2007, until the director leaves the Board. Information regarding accumulated stock and DSUs is set forth under “Security ownership of management” beginning on page 108.

Shares or DSUs issued to 3M’s directors as part of their annual stock retainer are subject to rigorous hold-until-terminationhold-until-departure requirements.

Prohibition of hedging, pledging, and other actions

The Company’s stock trading policies prohibit the Company’s directors and executive officers from (1) purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of the Company’s common stock, including prepaid variable forward contracts, equity swaps, collars, and exchange funds; (2) engaging in short sales related to the Company’s common stock; (3) placing standing orders; (4) maintaining margin accounts; and (5) pledging 3M securities as collateral for a loan. All discretionary transactions in 3M securities by directors and executive officers must be pre-cleared with the Company’s Legal Affairs department.department and conducted during approved trading windows.

●   No hedging ●   No short sales ●   No standing orders ●   No margin accounts ●   No pledging

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Proposal 2

●  No hedging ●  No short sales ●  No standing orders ●  No margin accounts ●  No pledging

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	Proposal 2		Ratification of the Appointment of Independent Registered Public Accounting Firm for 20222023
“FOR”			●  Ratify the appointment of PricewaterhouseCoopers LLPPwC as 3M’s independent registered public accounting firm for 2022.
			2023. ●  Based on its assessment of the qualifications and performance of PricewaterhouseCoopers LLP (“PwC”),PwC, the Audit Committee believes that it is in the best interests of the Company and its shareholders to retain PwC.
		Recommendation of the Audit Committee The Audit Committee of the Board of Directors unanimously recommends a vote “FOR” the ratification of the appointment of PricewaterhouseCoopers LLPPwC as the Company’s independent registered public accounting firm for 2022.2023. Proxies solicited by the Board of Directors will be voted “FOR” ratification unless a shareholder indicates otherwise in voting the proxy.

The Audit Committee is directly responsible for the appointment, compensation (including approval of all fees), retention, and oversight of the Company’s independent registered public accounting firm (“Independent Accounting Firm”)Firm retained to perform the audit of our financial statements and our internal control over financial reporting.

The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”)PwC to serve as 3M’s Independent Accounting Firm for 2022.2023. PwC has been 3M’s Independent Accounting Firm since 1998. Prior to that, 3M’s Independent Accounting Firm was Coopers & Lybrand from 1975 until its merger with Price Waterhouse in 1998. In accordance with SEC rules and PwC policy, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide service to our Company. For lead and concurring audit partners, the maximum number of consecutive years of service in that capacity is five years. The process for selection of the Company’s lead audit partner pursuant to this rotation policy involves a meeting between the Chair of the Audit Committee and the candidate for the role, as well as discussion by the full Committee and with management.

The Audit Committee annually reviews PwC’s independence and performance in connection with the Audit Committee’s determination of whether to retain PwC or engage another firm as our Independent Accounting Firm. In the course of these reviews, the Audit Committee considers, among other things:

●	PwC’s historical and recent performance on the 3M audit, including input from those 3M employees with substantial contact with PwC throughout the year about PwC’s quality of service provided, and the independence, objectivity, and professional skepticism demonstrated throughout the engagement by PwC and its audit team;
●	an analysis of PwC’s known legal risks and significant proceedings;
●	external data relating to audit quality and performance, including recent Public Company Accounting Oversight Board (“PCAOB”) reports on PwC and its peer firms;
●	PwC’s independence;
●	the appropriateness of PwC’s fees, on both an absolute basis and as compared to its peer firms;
●	PwC’s tenure as our independent auditor and its familiarity with our global operations and businesses, accounting policies and practices and internal control over financial reporting; and
●	PwC’s capability and expertise in handling the breadth and complexity of our global operations, including the Company’s phased implementation of an enterprise resource planning system on a worldwide basis over the next several years.

Based on this evaluation, the Audit Committee believes that PwC is independent and that it is in the best interests of the Company and our shareholders to retain PwC to serve as our Independent Accounting Firm for 2022.2023.

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We are asking our shareholders to ratify the selection of PwC as our Independent Accounting Firm for 2022.2023. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of PwC to our shareholders for ratification as a matter of good corporate governance. If the selection of PwC is not ratified, the Audit Committee will consider whether it is appropriate to select another Independent Accounting Firm. Even if the selection is ratified, the Audit Committee may in its discretion select a different Independent Accounting Firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders.

PwC representatives are expected to attend the Annual Meeting where they will be available to respond to appropriate questions and, if they desire, to make a statement.

Audit Committee report

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. The management of the Company is responsible for (i) the preparation of complete and accurate annual and quarterly consolidated financial statements (“financial statements”)(financial statements) in accordance with generally accepted accounting principles in the United States, (ii) maintaining appropriate accounting and financial reporting principles and policies and internal controls designed to assure compliance with accounting standards and laws and regulations, and (iii) an assessment of the effectiveness of internal control over financial reporting. The Independent Accounting Firm is responsible for planning and conducting in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”)(PCAOB) an audit of the Company’s annual consolidated financial statements and a review of the Company’s quarterly financial statements and expressing opinions on the Company’s financial statements and internal control over financial reporting based on the integrated audits.

In this context, the Audit Committee has met and held discussions with management and the Independent Accounting Firm regarding the fair and complete presentation of the Company’s results and the assessment of the Company’s internal control over financial reporting. The Audit Committee has discussed significant accounting policies applied by the Company in its financial statements, as well as alternative treatments. Management has represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States, and the Audit Committee has reviewed and discussed the consolidated audited financial statements with management and the Independent Accounting Firm. The Audit Committee has discussed with the Independent Accounting Firm matters required to be discussed pursuant to the applicable requirements of the PCAOB and the Securities and Exchange Commission with Audit Committees.

In addition, the Audit Committee has reviewed and discussed with the Independent Accounting Firm the auditor’s independence from the Company and its management. As part of that review, the Audit Committee has received the written disclosures and the letters required by applicable requirements of the PCAOB regarding the Independent Accounting Firm’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed the Independent Accounting Firm’s independence from the Company.

The Audit Committee also has considered whether the Independent Accounting Firm’s provision of non-audit services to the Company is compatible with the auditor’s independence. The Audit Committee has concluded that the Independent Accounting Firm is independent from the Company and its management.

The Audit Committee has discussed with the Company’s Internal Audit Department and Independent Accounting Firm the overall scope of and plans for their respective audits. The Audit Committee meets with the Internal Auditor, Chief Compliance Officer, the General Counsel, and representatives of the Independent Accounting Firm in regular and executive sessions, to discuss the results of their examinations, the evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting and compliance programs.

In reliance on the reviews and discussions referred to above, the Audit Committee has recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021,2022, for filing with the SEC.

Securities and Exchange Commission. Submitted by the Audit Committee

David B. Dillon, Chair

Thomas “Tony” K. Brown

Pamela J. Craig

Michael L. Eskew

Dambisa F. Moyo

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Pedro J. Pizarro joined the Audit Committee after the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 was filed with the Securities and Exchange Commission and his name is therefore not included in the above report.

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Audit Committee policy on pre-approval of audit and permissible non-audit services of the independent accounting firm

The Audit Committee is responsible for appointing and overseeing the work of the Independent Accounting Firm. The Audit Committee has established a policy requiring its pre-approval of all audit and permissible non-audit services provided by the Independent Accounting Firm.

The policy identifies the guiding principles that must be considered by the Audit Committee in approving services to ensure that the Independent Accounting Firm’s independence is not impaired; describes the Audit, Audit-Related, Tax and All Other services that may be provided and the non-audit services that may not be performed; and sets forth the pre-approval requirements for all permitted services. The policy provides for the pre-approval of specific types of Audit, Audit-Related, Tax and Other services and a limited fee estimate range for such services on an annual basis. The policy also requires specific pre-approval of all permitted services not already included in the annual pre-approval. The Independent Accounting Firm is required to report periodically to the Audit Committee regarding the extent of services provided in accordance with their pre-approval and the fees for the services performed to date.

The Audit Committee’s policy delegates to its Chair the authority to address requests for pre-approval of services in certain limited circumstances between Audit Committee meetings. The chair, in his discretion, must either seek immediate approval by e-mail from the other Audit Committee members, or report any pre-approval decisions to the Audit Committee for its approval at its next scheduled meeting.

The Audit Committee may not delegate to management the Audit Committee’s responsibility to pre-approve permitted services of the Independent Accounting Firm.

All Audit, Audit-Related, Tax and All Other services described below were approved by the Audit Committee before services were rendered.

Fees of the independent accounting firm

The following table represents fees billed for professional services rendered by PricewaterhouseCoopers LLP (“PwC”)PwC for the audit of the Company’s consolidated financial statements for the years ended December 31, 20202021 and 2021,2022, and fees billed for other services rendered by PwC during those periods.

Audit and non-audit fees ($ in millions)
		2020				2021
Audit Fees			$19.1				$21.9
Audit-Related Fees			0.4				0.5
Tax Fees			0.5				0.5
All Other Fees			0.0				0.0
Total			$20.0				$22.9

Audit and non-audit fees ($ in millions)

		2021				2022
Audit Fees		$	21.9			$	26.5
Audit-Related Fees			0.5				0.4
Tax Fees			0.5				0.3
All Other Fees			0.0				0.0
Total		$	22.9			$	27.2

In the above table, in accordance with SEC rules, “Audit” fees consisted of audit work and review services, as well as work generally only the independent registered public accounting firm can reasonably be expected to provide, such as statutory audits, comfort letters, consents, and review of documents filed with the Securities and Exchange Commission. In 2021 and 2022, these fees also included services related to the carve-out audit of the Food Safety Division.business. In 2022, these fees also included services related to the carve-out audit of the Health Care business. “Audit-related” fees consisted principally of internal control and system audit procedures for periods prior to the rollout of the ERP system, agreed-upon procedures, employee benefit plan audits, carve out audit procedures not related to documents filed with the Securities and Exchange Commission, and other attestation services. “Tax” fees consisted principally of tax compliance services in foreign jurisdictions, assistance with transfer pricing documentation, and advice on foreign and domestic tax related matters. “All Other” fees consist of general industry and accounting training, licenses for accounting research software and other permissible services that do not fall into the three categories listed above.

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Audit Committee matters

Audit Committee restrictions on hiring employees of the independent accounting firm

The Audit Committee has adopted restrictions on the hiring by the Company of any PwC partner, director, manager, staff, reviewing actuary, reviewing tax professional, and any other persons having responsibility for providing audit assurance on any aspect of PwC’s certification of the Company’s financial statements. Audit assurance includes all work that results in the expression of an opinion on financial statements, including audits of statutory accounts.

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Executive
compensation

 

Proposal 3
	Proposal 3		AdvisoryApproval of Executive Compensation
“FOR”			●  Approve, on an advisory basis, the compensation of our Named Executive Officers.
			●  Our executive compensation program appropriately aligns our executives’ compensation with the performance of the Company and its business units as well as their individual performance.
		Recommendation of the Board The Board of Directors unanimously recommends a vote “FOR” this proposal for the reasons discussed below. Proxies solicited by the Board of Directors will be voted “FOR” this proposal unless a shareholder indicates otherwise in voting the proxy.

Section 14A of the Securities Exchange Act provides our shareholders with the opportunity to approve, on an advisory basis, the compensation of the Named Executive Officers as described in this Proxy Statement. This is the twelfth year that theThe Company is askinghas asked shareholders to vote on this type of proposal, known as a “say-on-pay” proposal.proposal, every year since 2011.

We believe that our executive compensation program is consistent with our core compensation principles and is structured to assure that those principles are implemented. At the Annual Meeting of Shareholders held on May 11, 2021,10, 2022, approximately 9188 percent of the votes cast on this issue voted to approve the compensation of the Company’s named executive officers as disclosed in last year’s Proxy Statement. Although the vote was non-binding, the Compensation and Talent Committee believes this level of approval percentage indicates that our shareholders strongly support our core compensation principles and our executive compensation program.

Thus, the Company is submitting to shareholders the following resolution for their consideration and approval:

“RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (including in the Compensation Discussion and Analysis, the accompanying compensation tables and related narrative).”

We encourage you to read the entire Compensation Discussion and Analysis portion of this Proxy Statement to learn more about our executive compensation program and the impact that our financial performance has on the annual and long-term incentive compensation earned by our leadership team.

While the Board of Directors and the Compensation and Talent Committee intend to carefully consider the results of the voting on this proposal when making future decisions regarding executive compensation, the vote is not binding on the Company or the Board and is advisory in nature. The Company currently holds advisory votes on the compensation of named executive officers annually. Accordingly,Assuming that the Company’s shareholders vote in favor of maintaining the same frequency when voting on Proposal 4, the next such advisory vote is expected to occur at the 20232024 Annual Meeting.

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Proposal 4		Advisory Approval on the Frequency of Advisory Votes on Executive Compensation
Every “1 year”		●  Approve, on an advisory basis, the frequency of advisory votes on the compensation of our named executive officers. Recommendation of the Board The Board of Directors unanimously recommends a vote in favor of conducting an advisory vote on executive compensation every “1 year.” Proxies solicited by the Board of Directors will be voted in favor of conducting an advisory vote on executive compensation every “1 year” unless a shareholder indicates otherwise in voting the proxy.

As required by Section 14A of the Exchange Act, the Company is providing its shareholders with the opportunity to cast an advisory vote on the frequency with which shareholders will be offered the opportunity to cast future advisory votes on the compensation of its named executive officers. Shareholders may choose from the following alternatives: 1 Year, 2 Years, 3 Years, or to abstain from voting on this proposal.

After careful consideration, the Board of Directors recommends annual (“1 Year”) advisory votes on the compensation of the Company’s executives. It continues to believe that annual votes will provide the clearest and most useful feedback from shareholders to the Company and the Compensation and Talent Committee in this important area and will confirm the Company’s commitment to frequent and transparent communications with investors.

Shareholders are not voting to approve or disapprove of the Board’s recommendation. Instead, shareholders have four choices with respect to this proposal: “1 Year,” “2 Years,” “3 Years,” or “Abstain.” For the reasons discussed above, we are asking our shareholders to vote for a frequency of “1 Year” when voting on this proposal.

While the Board of Directors and especially the Compensation and Talent Committee intend to carefully consider the results of the voting on this proposal, the vote is not binding on the Company or the Board and is advisory in nature.

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Compensation discussion and analysis

This Compensation Discussion and Analysis describes 3M’s executive compensation program, explains how 3M’s Compensation and Talent Committee oversees and implements this program, and reviews the 20212022 compensation for the executive officers identified below. Throughout this Compensation Discussion and Analysis and elsewhere in this Proxy Statement, we refer to this group of individuals as the “Named Executive Officers” or “NEOs.” The titles shown below reflect the position of each Named Executive Officer as of March 1, 2022.2023.

Michael F. Roman Chairman of the Board and Chief Executive Officer		Monish Patolawala Executive Vice President, Chief Financial and Transformation Officer
	Peter D. Gibbons Group President, Enterprise Operations

Ashish K. Khandpur Jeffrey R. Lavers Group President, TransportationConsumer and Electronics Business Group	Mojdeh Poul Interim Group President, Health Care Business Group		Michael G. Vale Group President, Safety and Industrial Business		Mojdeh Poul(1) Former Group President, Health Care

(1)	Ms. Poul retired from employment with the Company, effective July 1, 2022.

See Appendix B to this Proxy Statement for the meaning of certain capitalized terms used throughout this Compensation Discussion and Analysis.

Table of Contents
Section I: Executive overview	5758
Section II: How we determine executive compensation	6567
Section III: Overview of compensation program design	6970

Section IV: Incentive compensation attainments and awards	7475
Section V: 2021 2022 compensation decisions and performance highlights	7981
Section VI: Ways in which we address risk and governance	8486

CD&A highlights
Elements of 2022 target total direct compensation for 2021	6061
Paying for performance	6163
Recent noteworthy compensation program actions	6466
Compensation policies and practices	6567

2022 changes to our incentive compensation program	72
20212022 AIP attainments and payouts	7475
Status of outstanding performance share awards	7778
Performance share accruals based on 20212022 performance	7880

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Section I: Executive overview

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:

●	Organic sales growth of 1.2 percent, which included a 2.0 percent headwind from the decline in disposable respirator demand and the Russia exit;
56●	3M CompanyAdjusted EPS of $10.10;(1)

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Section I: Executive overview

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

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

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

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

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

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

Earnings Per Share Growth		Organic Sales Growth		Return on Invested Capital		Free Cash Flow Conversion
Results determined in accordance with GAAP (to the extent applicable)
8.1%		8.8%		19.5%*		99%*
Results as adjusted to better reflect the Committee’s view of the Company’s 2021 operating performance
14.4%*		8.8%		19.5%*		101%*

*●	Adjusted free cash flow of $4.7 billion;(1)
●	Adjusted free cash flow conversion of 82 percent;(1)
●	Reduced total debt by $1.4 billion to strengthen our balance sheet; and
●	Returned $4.8 billion to shareholders through dividends and share repurchases.

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.

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.

Executive 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.

●	The short-term incentive program paid out at 54 percent of target for our CEO and between 40.3 percent and 84.8 percent of target for our other Named Executive Officers;
●	The long-term performance shares for the 2020-2022 performance period were earned at 94.8 percent of target, which represented 84.4 percent of the initial target grant value after considering the change in market value of 3M’s common stock over the performance period and accounting for the dividend equivalents associated with earned performance shares; and
●	The Company’s 2022 performance also resulted in accruals significantly below target, at 6.8 percent and zero percent of target, for the 2022 performance year of the outstanding 2021 performance share awards (2021 – 2023 performance period, where 2022 performance is weighted 30 percent) and 2022 performance share awards (2022 – 2024 performance period, where 2022 performance is weighted 50 percent), respectively.

(1)

See Appendix A to this Proxy Statement for a reconciliation of earnings per share, operating margin performance, free cash flow and free cash flow conversionthese non-GAAP financial measures to our results for the most directly comparable GAAP financial measures as reported under GAAP, and the calculation of return on invested capital.measures.

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

As58    3M continues to deliver strong financial performance results and remains dedicated to our customers, we are also focused on managing litigation facing the Company supply chain disruptions, and the evolving impacts from the COVID-19 pandemic, all of which have led to significant market volatility. We are taking actions to strengthen our supply chain and, guided by 3M values and science, continue to lead in the end markets we serve. We are contributing to the global pandemic efforts from all angles, and for all stakeholders, with 2.3 billion respirators distributed in 2021, for a total of 4.3 billion since the onset of the pandemic, while engaging with governments on how to prepare for future emergencies.

As part of our commitment to lead in environmental stewardship as a manufacturer and leverage the power of technology, we deploy capital to make our factories and communities stronger and more sustainable. In February 2021, we announced plans to invest $1 billion over 20 years to accelerate our progress toward carbon neutrality, reduce water use, improve water quality, and reduce plastics. Work is already under way. In Cordova, Illinois, we are on track

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to complete a new water filtration system by the end of this year. In Cottage Grove, Minnesota, we recently closed our incinerator and are now partnering with a leading disposal company to more efficiently manage our waste stream. AndPerformance metrics used in February3M’s 2022 we announced a $165 million investment to further improve water quality and reduce water use at that site. We also have implemented a requirement that every new product helps improve sustainability for our customers. Over the last five years, 3M innovations have helped our customers avoid nearly 75 million tons of emissions.

Starting in 2022, our annual incentive program will include an ESG modifier to hold the executive team accountable for making progress toward our ESG goals. Additionally, the Committee reviewed and updated the performance metrics utilized in our annual and long-term incentive programs reflected sharpened focus on the Company’s performance against the operating plan, cash flow growth, inventory, and receivables performance to position us for the future. The Committee also approved a new ESG performance payout modifier for the 2022 annual incentive program to support progress toward 3M’s sustainability priorities and updated the benchmark used for the relative performance metric in the 2022-2024 long-term incentive program to improve alignment with 3M’s business portfolio.

As we enter 2023, we are taking decisive actions to streamline the organization and improve our strategic priorities,manufacturing and supply chain operations. We are staying close to our customers and continuing to invest in innovation as we continue to grow our businesses, strengthen our operational performance and find new ways to apply science to improve lives – deliveringforge the foundation for our customers, shareholders and all stakeholders who have placed their trust in us.

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

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

Consistent with our strong 2021 corporate financial performance results, our CEO received an annual incentive program payout at 133.8 percent of target. The Company’s performance exceeded sales and economic profit3M’s sustainable growth targets, all of which were set at or above 2020 results. No individual performance modifier was applied when determining Mr. Roman’s payout. The payout for other NEOs ranged between 105.3 and 194.8 percent of target, reflective of the applicable corporate or business unit financial results and individual performance.

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

Our CEO’s realized compensation for the last three years, including fiscal 2021, was significantly below the total compensation reported in the Summary Compensation Table. This result is consistent with the pay-for-performance nature of our executive compensation program, where approximately 50 percent of the target grant value of Mr. Roman’s annual long-term incentive awards is delivered in the form of stock options that deliver value only if the Company’s stock price increases and the remainder is provided in the form of performance share awards where the payout is tied to the attainment of rigorous, pre-established performance goals for key financial metrics that are believed to drive long-term shareholder value. Basedbuilt on the closing trading price for a sharestrength of the Company’s common stock on the NYSE for March 1, 2022, all stock options granted to Mr. Roman in the past three years (as well as all stock options granted to Mr. Roman after February 4, 2014) were underwater. In addition, the total value of performance shares earned by Mr. Roman during the same three-year period is less than the aggregate target grant date values reported in the Summary Compensation Table.3M’s people, industry-leading innovation, advanced manufacturing, global capabilities, and our iconic brands.

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Recent business accomplishments

Below are a few noteworthy accomplishments from January 1, 2021,2022, through March 1, 2022.2023.

Performance		●   Delivered 20212022 organic sales growth of 8.81.2 percent, strong 8.1 percent increase in$10.10 adjusted earnings per share, robustadjusted free cash flow of $5.9$4.7 billion with adjusted free cash flow conversion of 9982 percent, despite significant raw materialswhile focusing on our customers and logistics costmanaging through an uncertain global macroeconomic and geopolitical environment* ●   Maintained strong spending discipline, addressed inflation through selling price actions, and globaldrove operational improvements to address supply chain challenges*challenges		●   Strengthened the balance sheet providing financial flexibility, reduced total debt by $1.4 billion, while returning $4.8 billion to shareholders in 2022 via dividends and gross share repurchases ●   Focused on serving customers in uncertain environmentOver 105 consecutive years of paying dividends to shareholders and 65 consecutive years of ordinary dividend increases *See Appendix A to this Proxy Statement for a reconciliation of free cash flow conversionthese non-GAAP financial measures to our results for the most directly comparable GAAP financial measures as reported under GAAP.measures.
Innovating for the future		●   Strengthened the balance sheet providing financial flexibility, reduced net debt by $1.2 billion, while returning $5.6 billion to shareholders in 2021 via dividends and gross share repurchases ●   Continued to help the world respond to COVID-19, including distributing 2.3 billion respirators in 2021 ●   Over 100 consecutive years of paying dividends to shareholdersinnovate for customers and 64 consecutive years of annual increases
Portfolio management		●   Prioritized investments incapitalize on growth, productivity, and sustainability opportunities ●   Accelerated investments in large, fast-growing end-markets that align with key global trends such as automotive, home improvement, safety, health care and electronics ●   Enhanced shareholder value through active portfolio management, including the announced divestiture of our food safety business and the sale of our floor products business in Western Europe		●   Introduced new sustainability goals, including investing $1 billion over the next 20 years to accelerate air and water stewardship; announced new plastic reduction goals; and deployed capital to make factories and communities more sustainable and stronger ●   Advanced our digital capabilities, including through new investments and ongoing deployments of our Enterprise Resource Planning (ERP) system
Transforming3M operatingmodel		●   Advanced our business group-led operating model, including streamlining of organization and further aligning to customers and go-to-market models for improved growth, operating agility, and accountability		●   Focused on transformation including accelerating our digital strategy to better serve customers and improve efficiency of operations and executed on and exceeded net cost savings for the Company’s restructuring efforts announced in December 2020
Growththroughinnovation		●   Invested $3.6 billion in the combination of research and development and capital expenditures to position 3M for the future, including investments focused on growth, productivity, and sustainability — particularly water and air stewardship ●   3M innovation helped customersreduced customer GHG emissions by helping avoid emitting nearly 75over 121 million metric tons of carbon dioxide (CO2)CO2 equivalent. At the same time, reduced 54.2 million pounds of virgin fossil-based plastic use in the last five years alone, the equivalent of taking 16 million cars off the roadproducts and packaging		●   Introduced 166Launched 139 new products across our four market-leading business groups ●   Awarded a total of 3,2112,600 patents from patent offices around the world in 2021,2022, including 621562 patents granted to 3M by the United States Patent and Trademark Office, which brings to more than 129,000nearly 132,000 total patents awarded to 3M since itsour inception ●   Invested in projects to reduce water usage, install purification technology at largest water-using locations and return higher quality water to the environment after usage
Portfolio management		People●   Announced the spin-off of our Health Care business with a focus on creating a leading global diversified healthcare company and a more focused 3M ●   Enhanced shareholder value through active portfolio management, including the divestiture of our Food Safety business, consumer skin care brands Neobun™ and Neoplast™ in Thailand, and floor care products business in Europe, and the acquisition of LeanTec’s technology assets to advance digital solutions for auto body shops culture●   Prioritized investments in growth, productivity, and sustainability		●   Implemented new employee workContinued to invest in growth opportunities, aligned to global trends that take best advantage of 3M innovation, including in automotive electrification, industrial automation, biopharma processing, and home improvement ●   Following through on sustainability commitments: investing $1 billion over 20 years to accelerate air and water stewardship and plastics reduction goals ●   Committed to exit PFAS manufacturing by the end of 2025
Transforming 3M operating model		●   Advanced our business group-led operating model, including simplifying and streamlining our organization and further aligning to customers and go-to-market models rooted in flexibilityfor improved growth, operating agility, and trust accountability		●   Focused on transformation including adjusting our operations and supply chain structure to the changing economic realities and advancing our digital strategies to better serve customers and improve efficiency of operations
People and culture		●   Advanced diversity, equity, and inclusion within 3M and ourits communities with new investments and initiatives; introducedissued annual diversity, equity, and inclusion report to strengthen accountability and transparency		●   Continued to focus on employee health, safety, and safety in the midst of COVID-19well-being, including new flexible work arrangements and factory investments		●   Recognized by FORTUNE® magazine as one of the “World’s Most Admired Companies” ●   Honored by Ethisphere® Ethisphere® Institute as one of “The World’s Most Ethical Companies®Companies®” for the 8th 9th consecutive year ●   Recognized as one of the “25 incredible companies that are building the best workplace cultures in the world.” 3M also secured 15 National Best Workplaces™ Awards

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Executive compensation

Elements of2022 target total direct compensation for 2021

The table below shows how the 20212022 target Total Direct Compensation of the Named Executive Officers was apportioned among base salary, annual incentives, performance share awards, stock options, and restricted stock units (“RSUs”)(RSUs), summarizes the rationale for providing and key characteristics of each such element, and lists the performance metrics, weightings, and weightingsmodifiers used for annual and long-term incentives granted in 2021.

2022.

20212022 Pay Elements(1)

20212022 Performance Metrics and

CEO

CEO

Other NEOs

Why It Is Provided

Key Characteristics

Metrics, Weightings, and Modifiers(2)

Key Characteristics

Weightings(2)

●Compensate executives for their normal day-to-day responsibilities

●   Only component of compensation that is considered to be fixed rather than variable in nature

●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

●Performance metrics and goals establishedapproved by the Committee, which is comprised entirely of independent directors ●Payouts based on performance against threepreestablished business objectives over a 12-month period subject to an individual performance multiplier ●   Payouts adjusted or left unchanged based on individual performance against preestablished goals and objectives which can be both quantitative and qualitativethe Committee’s determination of 3M’s holistic performance against a set of preestablished objective ESG metrics ●   Payouts cannot exceed 200% of an executive’s weighted-average target annual incentive amount

●   Local Currency Sales (of 3M or a business unit, as applicable) vs. Plan (50%) ●   Economic Profit   Operating Income (of 3M or a business unit, as applicable) vs. Plan (30%) ●    3M Operating Cash Flow Conversion vs. Plan (20%) ●   Economic Profit   Individual performance multiplier (± 20%) ●    ESG modifier (± 10% of 3M vs. Prior Year (30%)target)

Performance Shares

Performance Shares

●Motivate executives to focus on continuously improving performance in key financial metrics believed to drive long-term shareholder value ●   Retain executive talent

●   Performance metrics and goals establishedapproved by the Committee, which is comprised entirely of independent directors ●   Payouts based on performance against preestablished goals over three years ●   Maximum payout equal to 200% of the target number of performance shares ●    Cash-settled dividend equivalent rights that are payable only if the underlying shares are earned

●   Earnings per Share Growth (20%(33.3%) ●   Relative Organic Volume Growth (40%) ●   Return on Invested Capital (20%) ●   Free Cash Flow Conversion (20%Growth (33.3%) ●    Relative Organic Sales Growth (33.3%)

Stock Options(3)

●Motivate executives to build long-term shareholder value ●   Retain executive talent

●   Provide value only if stock price increases ●   Exercise price equal to the grant date closing trading price for a share of 3M common stock ●   Ratable three-year vesting schedule ●   Maximum term of 10 years

●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

●   Three-year “cliff” vesting schedule ●   Cash-settled dividend equivalent rights that are payable only if the underlying shares are earned

●Vesting is based on continued service, while value of the RSUs is based on total shareholder return (100%)

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(1)	Percentages shown reflect the apportionment (or, in the case of the percentages shown for the Other NEOs, the average

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	apportionment) of the components of target total direct compensation that are expected to be recurring. Such amounts do not reflect special items such as hiring bonuses, one-time make-whole and inducement awards granted in connection with the commencement of employment, or retention awards. The percentages shown for the Other NEOs also do not reflect items provided to Ms. Poul, who retired in 2022. If Ms. Poul had been included, the percentages shown would have been as follows: Base Salary — 16%; AIP — 16%; PSAs — 34%; Stock Options — 17%; and RSUs — 17%. Numbers may not add to 100 percent due to rounding.
(2)	In determining the level of achievement of the performance goals established under the AIP and the performance share awards for any given period, the costs, sales and impact on assets and liabilities from acquisitions are excluded in the year that the acquisition is completed. The Committee also makes other adjustments from time to time for special items that it believes are unrelated to the operational performance of the Company for the relevant measurement period (e.g., changes in tax laws or accounting principles, asset write-downs, the impact of restructurings, divestitures, or asset sales, unusual tax transactions, litigation or claim judgments and settlements, and other special items described in management’s discussion and analysis of financial conditions and results of operations appearing in the Company’s annual/quarterly report to shareholders for the applicable period). These adjustments can have either a positive or negative impact on award payouts.
(3)	Beginning withFor the Company’s CEO, the Committee chose to deliver 50 percent of the target grant value of his annual grants madelong-term incentive awards in 2021, eachthe form of performance shares and the remaining 50 percent in the form of stock options. Each of the Company’s other executives (other than our CEO) was offered thegiven an opportunity to indicate a preference to receive 2550 percent of the target grant value of their annual long-term incentive awards in the form of RSUs, stock options, or an equal split of both stock options. For executives whooptions and RSUs. Regardless of an executive’s indicated a preference, to receive RSUs,the remaining 50 percent of the target grant value of theirhis or her 2022 annual long-term incentive awards was delivered in the form of performance shares, 25 percent of the target grant value was delivered in the form of stock options, and the remaining 25 percent was delivered in the form of RSUs. For all other executives (including our CEO), 50 percent of the target grant value of their annual long-term incentive awards was delivered in the form of performance shares and the remaining 50 percent was delivered in the form of stock options.shares. The percentages shown reflect the apportionment of stock options and RSUs based on the NEO’s 2022 elections for 2021 made by the NEOs (other than our CEO, who was not offered an opportunity to make an election).

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Paying for Performanceperformance

One objective of our incentive compensation program is to align our Named Executive Officers’ real pay delivery with performance. The Company’s performance directly impacted incentive compensation pay outcomes for our Named Executive Officers as discussed below.

20212022 annual incentive compensation

For the Named Executive Officers whose 20212022 annual incentive compensation payout was calculated based on the Company’s overall performance, the payout (before any adjustment for individual performance) was 133.854.0 percent of the target amount. The payouts reflect the Committee’s view of our performance against the financial goals established for 2021,2022, as shown below.below, and its decision not to increase or decrease the payouts using the ESG modifier.		All 20212022 financial performance targets for the AIP were set at or above 20202021 results. In establishingapproving these targets, the Committee considered 3M’s internal business plans, which were reviewed and approved by the Board and reflected external market conditions, continuing uncertainty related to the COVID-19 pandemic, and other items. The targets were intended to be challenging and provide a similar level of rigor as those established for past years in order to provide a consistent incentive compensation opportunity.

Dollar Amounts in Millions

(1)

See Appendix A for the calculation of 2020Operating Income and 2021 Economic Profit. Economic Profit metric measured versus 3M’s prior year results is calculated using total Company average invested capital (equity plus debt, as reported in its Consolidated Balance Sheet), while the Economic Profit metric measured versus plan is calculated using only accounts receivable and inventories of the relevant business unit as capital.

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Operating Cash Flow Conversion.

No individual performance multiplier was applied when determining Mr. Roman’s payout. As a result, his 2021 annual incentive compensation payout equaled 133.8% of his target amount.

For more information concerning the calculation of the 20212022 annual incentive payout for each Named Executive Officer, including the threshold, target, and maximum goals and attainments used to calculate the annual incentive payouts of the Named Executive Officers who are paid, in part, based on the performance of a business group, see “2021“2022 AIP attainments and payouts” on page 74.75.

Performance share award payouts and accruals
(long-term (long-term incentive compensation)

The three-year performance period for the 20192020 performance share awards issued to the Named Executive Officers ended on December 31, 2021.2022. Based on the financial results achieved during 20192020 – 20212022 and excluding dividend equivalents, the Named Executive Officers received 88.494.8 percent of the target performance shares subject to their 20192020 performance share awards. After considering the change in the market value of 3M’s common stock over the three-year performance period and the additional shares delivered pursuant to the dividend equivalent rights granted as part of the 20192020 performance share awards, the value of the total number of 3M shares delivered to the Named Executive Officers in settlement of these awards (determined using the closing price of a share of 3M common stock on the NYSE for December 31, 2021)2022) equaled 75.784.4 percent of the initial target grant value approved by the Committee.

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When evaluating the payouts for these awards against the Company’s performance, it is important to keep in mind the weightings applied to each year (2019 –(2020 — 50 percent; 2020 –2021 — 30 percent; and 2021 –2022 — 20 percent) and each metric (Relative Organic Volume Growth –— 40 percent; Return on Invested Capital –— 20 percent; Earnings per Share Growth –— 20 percent; and Free Cash Flow Conversion –— 20 percent). As illustrated in the charts below, the payout of 20192020 performance share awards reflects the mixed results achieved during the performance period.

2019-2021 Performance Targets and Results2020 performance share award results (2020-2022 performance period)

					Performance Levels		Payout Level (% of Target)		Performance Year and Weighting		Actual Result*		Actual Payout (% of Target)
Earnings Per Share Growth			Threshold**		4%		4%		Year 1 – 50%		–6.9%		0%
			Target		8%		20%		Year 2 – 30%		–5.7%		0%
			Maximum		12%		40%		Year 3 – 20%		14.4%		8%
Relative Organic Volume Growth			Threshold**		–1%		8%		Year 1 – 50%		–2.8%		0%
			Target		0.5%		40%		Year 2 – 30%		2.9%		24%
			Maximum		2%		80%		Year 3 – 20%		0.2%		6.7%
Return on Invested Capital			Threshold**		20%		4%		Year 1 – 50%		22.9%		13%
			Target		22%		20%		Year 2 – 30%		17.1%		0%
			Maximum		25%		40%		Year 3 – 20%		19.5%		0%
Free Cash Flow Conversion			Threshold**		95%		4%		Year 1 – 50%		106%		20%
			Target		100%		20%		Year 2 – 30%		132%		12%
			Maximum		105%		40%		Year 3 – 20%		101%		4.7%
Total													88.4%

					Performance Levels		Payout Level (% of Target)		Performance Year and Weighting		Actual Result*		Actual Payout (% of Target)
Earnings Per Share Growth			Threshold**		4%		4%		Year 1 – 50%		–5.7%		0%
			Target		8%		20%		Year 2 – 30%		14.4%		12%
			Maximum		12%		40%		Year 3 – 20%		–0.2%		0%
Relative Organic Volume Growth			Threshold**		–1%		8%		Year 1 – 50%		2.6%		40%
			Target		0.5%		40%		Year 2 – 30%		0.1%		9.4%
			Maximum		2%		80%		Year 3 – 20%		–7.2%		0%
Return on Invested Capital			Threshold**		18%		4%		Year 1 – 50%		17.1%		0%
			Target		20%		20%		Year 2 – 30%		19.5%		4.8%
			Maximum		23%		40%		Year 3 – 20%		18.4%		1.5%
Free Cash Flow Conversion			Threshold**		95%		4%		Year 1 – 50%		132%		20%
			Target		100%		20%		Year 2 – 30%		101%		7.1%
			Maximum		105%		40%		Year 3 – 20%		82%		0%
Total													94.8%

*	Results reflect certain adjustments that the Committee believed were appropriate to better reflect the Company’s performance during the performance period. See Appendix A to this Proxy Statement for a reconciliation of earnings per share, operating margin performance, free cash flow, and free cash flow conversion to our results for the most directly comparable financial measures as reported under GAAP, and the calculation of return on invested capital.
**	No payout is provided for below threshold performance.

The Company’s 20212022 performance will also impact the payouts of the 20202021 performance share awards and 20212022 performance share awards, where the weighting of 20212022 performance is 30 percent and 50 percent, respectively. To illustrate this point, the charts below show the percent of target performance shares accrued each year during the relevant performance period based on the Company’s performance.

Percent of target performance shares accrued by year*
(excluding dividend equivalents)

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Percent of target performance shares accrued by year (excluding dividend equivalents)

The final payout percentage for each performance share award equals the sum of the payout percentages for each year during the performance period based on the Company’s performance against the financial goals establishedapproved by the Committee at the beginning of the performance period.

*	Amounts shown reflect the percent of target shares accrued based on the performance results for the specified year. The sum of the percentages accrued for each year during the performance period may differ slightly from the final total payout reported due to rounding.

For more information concerning the overall status of the performance share awards that were outstanding on December 31, 2021,2022, the metrics, goals and weightings for such awards, and the impact that the Company’s 20212022 performance had on such awards, see “Status of outstanding performance share awards” and “Performance share accruals based on 20212022 performance” beginning on pages 7778 and 78,80, respectively.

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Impact of changes in stock price

The performance of 3M’s stock has a material impact on the amount of compensation realized by our Named Executive Officers. Our stock ownership guidelines also require covered executives, including the Named Executive Officers, to own amounts of Company stock having a value exceeding a specified multiple of their base salary. If the market price of 3M’s stock declines, so does the value of the stock they own. Similarly, all long-term incentives awarded to our Named Executive Officers are equity-based and therefore increase or decrease in value consistent with 3M’s total shareholder return or, in the case of stock options, the value of 3M’s common stock.

The stock and stock options held by our Named Executive Officers throughout 2021 modestly increased2022 decreased in value during the year as the closing price for a share of the Company’s common stock on the NYSE increaseddecreased from $174.79 on December 31, 2020, to $177.63 on December 31, 2021, although theto $119.92 on December 30, 2022, at which time all outstanding stock options granted in 2018 and 2019 remainheld by our Named Executive Offers were underwater. Likewise, the value of the performance shares and restricted stock units held by our Named Executive Officers throughout the year modestly increaseddecreased consistent with the one-year total shareholder return for the Company’s stock.

The chart below shows how our CEO’s target Total shareholder return

The graphs below illustrate 3M’s stock performance relativeDirect Compensation for each of the last three fiscal years compared to his realizable pay as of the end of each such year and demonstrates that our compensation programs have been working as the Committee intended to align our CEO’s realizable pay to the stockCompany’s performance. Realizable pay provides a retrospective look at pay versus performance that reflects the intrinsic value of equity awards granted during the S&P 500 and the peer companies included in the Company’s executive compensation peer group, as described under “Use of market data” beginning on page 66.year.

For 3M, the combination of ongoing litigation uncertainty, together with the COVID-19 pandemic and its related impacts on end-market volatility, global supply chain, raw materials, and logistics disruptions has impacted the Company’s 1-, 3-, and 5-year total shareholder return performance, asTarget Total Direct Compensation vs. Realizable CEO Compensation ($ millions)

Amounts reflected in the charts below. In response, we continuerealizable compensation figures shown in the chart above reflect (a) base salary earned during the year specified; (b) annual incentive compensation earned during the year specified; (c) the intrinsic value of all stock options granted to focus on serving customers and end-markets, taking actions to strengthen our global supply chain, while also proactively managing ongoing litigation. We continue to helpCEO during the world respond to COVID-19 with 2.3 billion respirators distributed in 2021,year specified, as determined using the closing price for a totalshare of 4.3 billion since3M common stock on the onsetNYSE for December 30, 2022 ($119.92); and (d) the intrinsic value of performance share awards (including the pandemic, while engaging with governmentsrelated dividend equivalents) granted to our CEO during the year specified, as determined based on howactual performance results for years 2020 through 2022, assuming target performance for years after 2022, and using the closing price for a share of 3M common stock on the NYSE for December 30, 2022 ($119.92). These amounts do not correspond to prepareamounts reported in the Summary Compensation Table for future emergencies.the applicable fiscal year.

Annualized total shareholder return performance2023 Proxy Statement      65

TSR = Share Price Appreciation + Dividend Yield (annualized)

Note: 5-year period = Five years ending 12/31/21; 3-year period = Three years ending 12/31/21; 1-year period = One year ending 12/31/21

Source: Bloomberg

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Say-on-pay results

3M has a history of strong say-on-pay results. In 2021, approximately 91 percent of the votes cast on our say-on-pay proposal approved the compensation of our named executive officers as disclosed in last year’s Proxy Statement. Although the vote was non-binding, the Committee believes this level of approval indicates that shareholders strongly support our executive compensation programs and policies. The Committee will consider the results of this year’s say-on-pay proposal, as well as feedback from our shareholders, when making future executive compensation 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

3M has a history of strong say-on-pay results. As it has in past years, the Committee will consider the results of this year’s say-on-pay proposal, as well as feedback from our shareholders, when making future executive compensation 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

Recent noteworthy compensation program actions

Since the filing of last year’s Proxy Statement,January 1, 2022, the Committee took the noteworthy actions described below as part of the Company’s executive compensation program.

●	Effective for the 2022 annual incentive compensation program offered to eligible employees, updated the metrics and weightings with the intent of sharpening focus on performance against the operating plan, prioritizing operating cash flow conversion as a key driver of operating value, and enhancing focus on inventory and receivables performance. For more information about the new design, see “2022 changes to our incentive compensation program—2022 annual incentive compensation program”“Annual incentive” on page 72.
	71.
●	Added a new environmental, social and governance (ESG)ESG modifier to the formula used to calculate the annual incentive compensation earned by the Company’s senior executives, including our Named Executive Officers. Beginning in 2022, amounts earned by the Company’s senior executives willmay be increased 10 percent of target, decreased 10 percent of target, or left unchanged based on the Committee’s assessment of 3M’s performance against a setselection of pre-set objective ESG metrics.goals. For more information about the new ESG modifier, see “2022 changes to our“Annual incentive compensation program—2022 annual incentive compensation program”— ESG Modifier” on page 72.
●	Effective for grants made to executives in 2022, updated the metrics, weightings, and certain other aspects of the Company’s performance share awards. The changes generally are intended to strengthen the link to value creation for 3M in the current environment and better align the macro benchmark used as the basis of the relative metric with 3M’s business portfolio. For more information, see “2022 changes to our incentive compensation program—“Long-term incentives — 2022 performance share awards” on page 73.
	72.
●	Beginning with the annual grants made in 2022, increased (from 25 percent to 50 percent) the portion of the target grant value that the Company’s executives (other than itsour CEO) may ask to receive in the form of stock options, restricted stock units, rather than stock options.or a combination of both. Regardless of an executive’s indicated preference, the remaining 50 percent of the target grant value of his or her 2022 annual long-term incentive awards was delivered in the form of performance shares.
●	Effective August 11, 2022, amended the Executive Severance Plan to cap at target the amount of any payment under the Annual Incentive Plan that relates to the period following the participant’s termination of employment.

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Compensation policies and practices

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

	We do			We do not
	Maintain strong alignment between corporate performance and executive officer compensation by having a majority 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 risk as well as risk management failures.   Maintain a long-term incentive plan that provides for forfeiture of awards if an employee engages in misconduct.   Use an independent compensation consultant retained by, and reporting directly to, the Committee.   Limit the number and amount of executive perquisites.   Prohibit our executive officers from hedging or pledging 3M common stock.   Maintain robust stock ownership guidelines for executive officers.   Conduct competitive benchmarking to align executive compensation with the market.			Have employment or change in control agreements with any of our executive officers.   Provide tax gross ups on executive perquisites, other than for taxable relocation benefits.   Have agreements that would provide automatic “single-trigger” accelerated vesting of equity compensation or excise tax gross-up payments to any of our executive officers upon a change in control.   Pay dividends or dividend equivalents on unearned equity awards.   Reprice stock options without the approval of 3M shareholders, except for “anti-dilution” adjustments (such as adjustments in connection with a stock split, spinoff, etc.).

Section II: How we determine executive compensation

Principles

The Company maintains global compensation principles that are intended to ensure that itsour compensation practices are fair and reasonable as applied to both executive and non-executive employees. These principles align with the Company’s vision and strategies, balance both individual and enterprise performance, and seek to provide competitive wages and benefits with consistent positioningthat are competitive in the median range of the most-relevant markets to employees based on roles, responsibilities, skills, and performance.

With respect to 3M’s executive compensation program, we use the following core principles, which are intended to support our pay-for-performance philosophy:

●	Total Direct Compensation should be competitive to attract the best talent to 3M, motivate executives to perform at their highest levels, reward individual contributions that improve the Company’s ability to deliver outstanding performance, and retain those executives with the leadership abilities and skills necessary for building long-term shareholder value;
●	The portion of Total Direct Compensation that is at-risk and performance-based should increase with the level of an individual’s responsibility;
●	The program should balance incentives for delivering outstanding long-term, sustainable performance against the potential to encourage inappropriate risk-taking;
●	The metrics and targets for earning performance-based incentives should be consistent with, and aligned to, increasing shareholder value over the long term; and
●	A significant portion of each executive’s personal net worth should be tied to the value of 3M common stock as further motivation to build long-term shareholder value and mitigate the risk of inappropriate risk-taking.

To monitor and support the effectiveness of this program, the Committee periodically reviews the compensation principles used for setting target annual Total Cash Compensation for the Company’s global workforce and approves the methodology for determining annual long-term incentive target grant values for employees eligible to receive such awards. The Company also periodically compares its pay components to those of other premier companies and adjusts them as necessary to stay competitive and attract, retain, and motivate a highly qualified, diverse workforce at all levels throughout the organization, not just for its executives.

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Roles and responsibilities

The Company believes that a collaborative process best ensures that compensation decisions reflect the principles of our executive compensation program. Set forth below is a summary of the roles and responsibilities of the key participants that were involved in making decisions relating to the compensation that our Named Executive Officers earned in 2021.2022.

Responsible Party		Primary Roles and Responsibilities Relating to Compensation Decisions
Compensation and Talent Committee (Composed solely of independent, non- employeenon-employee directors and reports to the Board)		●   Reviews the design of, and risks associated with, the Company’s compensation policies and practices; ●Approves the compensation of our Chief Executive Officer, subject to ratification by the independent members of the Board of Directors; ●Approves the compensation of our other Named Executive Officers; ●Approves the performance metrics, goals, modifiers, payout slopes, and goals forother elements used in the performance-based long-term and short- termshort-term incentive compensation arrangements;arrangements of our executive officers; ●Approves annual performance goals and objectives for our Chief Executive Officer; ●Conducts an annual evaluation of our Chief Executive Officer’s performance and reviews such evaluation with the independent members of the Board of Directors; and ●Approves all changes to the composition of the executive compensation peer group.
Independent Non- employeeNon-employee Members of the Board of Directors		●Considers the Committee’s annual evaluation of our Chief Executive Officer’s performance; and ●Considers the Committee’s actions regarding the compensation of our Chief Executive Officer and, if deemed appropriate, ratifies such actions.
Independent Consultant to the Compensation and Talent Committee* (FW(FW Cook)		●Provides the Committee with advice regarding the design of all elements of the Company’s executive compensation program; ●Reviews and provides an assessment of the material economic and reputational risks associated with the Company’s incentive compensation programs; ●Reviews and provides an independent assessment of materials provided to the Committee by management of the Company; ●Provides advice and recommendations to the Committee regarding the composition of the compensation peer groups; ●Provides expert knowledge of regulatory developments, marketplace trends, and best practices relating to executive compensation and competitive pay levels; ●Makes recommendations regarding the compensation of the Named Executive Officers (including our Chief Executive Officer); and ●Regularly attends and actively participates in meetings of the Committee, including executive sessions.
Chief Executive Officer (Assisted (Assisted by our Executive Vice President and Chief Human Resources Officer and other Company employees)		●Approves annual performance goals and objectives for the Named Executive Officers (other than himself); ●Conducts an annual performance evaluation for each of the Named Executive Officers (other than himself) and presents the results to the Committee; and ●Makes recommendations to the Committee with respect to the compensation of the Named Executive Officers (other than himself) based on the final assessment of their performance.

*

During 2021,2022, the Committee was assisted by its independent compensation consultant, FW Cook. Other than the support that it provided to the Committee, FW Cook provided no other services to the Company or 3M management, except for independent advisory support to the Nominating and Governance Committee on the compensation of 3M’s non-employee directors so that valuation methodologies and peer groups are consistent with those used for executives and other employees. During the year, the Committee considered an evaluation of the independence of FW Cook based on the relevant regulations of the Securities and Exchange Commission and the NYSE listing standards. The Committee concluded that the services performed by FW Cook did not raise any noteworthy conflicts of interest.

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Use of market data

We compete for executive talent in a global market. To ensure that we are providing Total Direct Compensation that is competitive, the Committee annually considers the available pay data of two peer groups: an executive compensation peer group and a survey peer group.

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Executive compensation peer group

For 2021,2022, the executive compensation peer group consisted of the companies identified below (which remained the same as in the previous year, except for the removal of Raytheon Technologies (successor to United Technologies Corporation) and the addition of Parker-Hannifin Corporation, Abbott Laboratories, and The Boeing Company)year), as recommended by the Committee’s independent compensation consultant and approved by the Committee. The companies in this executive compensation peer group were selected because (1) their performance was monitored regularly by the same market analysts who monitor the performance of 3M (investment peers) and they are considered major business-segment competitors used internally for performance comparisons, or (2) they met certain criteria based on similarity of their business, market capitalization (based on an eight-quarter rolling average), annual revenues, and/or Midwest corporate headquarters, and compete with 3M for capital or talent.

(Dollars in millions)

Latest Four Quarters Revenues(1)
Johnson & Johnson	$93,775 94,943
The Procter & Gamble Company	$78,346 80,281
General Electric Company	$74,196 76,555
The Boeing Company	$62,286 66,608
Caterpillar Inc.	$50,971 59,427
Deere & Company	$44,413 55,646
Abbott Laboratories	$43,075
3M Company	$35,355 43,653
Honeywell International Inc.	$34,392 35,466
3M Company	$ 34,229
Danaher Corporation	$ 31,471
Medtronic plc	$31,798
Danaher Corporation	$29,453 30,806
Johnson Controls International plc	$24,189 25,505
Eaton Corporation plc	$19,628 20,752
Kimberly-Clark Corporation	$19,440 20,175
Emerson Electric Co.	$18,548 19,846
Parker-Hannifin Corporation	$ 17,182
TE Connectivity Ltd.	$ 16,304
Illinois Tool Works Inc.	$ 15,932
Corning Incorporated	$ 14,189
DuPont de Nemours, Inc.	$16,653
Parker-Hannifin Corporation	$15,293
TE Connectivity Ltd.	$15,219
Illinois Tool Works Inc.	$14,455
Corning Incorporated	$14,082 13,017
75th Percentile	$47,692 57,537
Mean	$36,853
Median	$29,453
25th Percentile	$17,601
3M Percentile Rank	62%

Trailing Eight-Quarter Average Market Capitalization(1)
Johnson & Johnson	$418,938
The Procter & Gamble Company	$344,988
Abbott Laboratories	$202,975
Danaher Corporation	$179,530
Medtronic plc	$149,397
Honeywell International Inc.	$136,234
The Boeing Company	$121,659
Caterpillar Inc.	$101,403
3M Company	$  99,794
General Electric Company	$  96,117
Deere & Company	$  93,746
Illinois Tool Works Inc.	$  66,479
Eaton Corporation plc	$  53,497
Emerson Electric Co.	$  50,386
Kimberly-Clark Corporation	$  46,635
Johnson Controls International plc	$  41,628
DuPont de Nemours, Inc.	$  41,438
TE Connectivity Ltd.	$  41,343
Parker-Hannifin Corporation	$  34,988
Corning Incorporated	$  29,666
75th Percentile	$142,815
Mean	$118,476 38,829
Median	$ 93,74630,806
25th Percentile	$ 44,13218,514
3M Percentile Rank	59%

Trailing Eight-Quarter Average Market Capitalization(1)
Johnson & Johnson	$ 441,620
The Procter & Gamble Company	$ 345,223
Danaher Corporation	$ 199,600
Abbott Laboratories	$ 199,175
Honeywell International Inc.	$ 134,831
Medtronic plc	$ 132,946
Deere & Company	$ 111,398
The Boeing Company	$ 110,910
Caterpillar Inc.	$ 110,735
General Electric Company	$   94,693
3M Company	$   83,375
Illinois Tool Works Inc.	$   66,274
Eaton Corporation plc	$   60,440
Emerson Electric Co.	$   52,773
Johnson Controls International plc	$   44,408
Kimberly-Clark Corporation	$   43,863
TE Connectivity Ltd.	$   41,703
Parker-Hannifin Corporation	$   37,266
DuPont de Nemours, Inc.	$   34,678
Corning Incorporated	$   29,484
75th Percentile	$ 133,889
Mean	$ 120,633
Median	$   94,693
25th Percentile	$   44,135
3M Percentile Rank	48%

(1)	All data shown was obtained from Standard & Poor’s Capital IQ. Revenues are stated in millions for the latest four quarters disclosed as of February 28, 2022.2023. Market capitalizationsCapitalizations are stated in millions as of February 28, 2022.2023.

The Committee, with assistance from its independent compensation consultant, periodically reviews the composition of the executive compensation peer group to determine whether any changes are appropriate. Following its review in August 2021,2022, the Committee determined that no changes were needed at that time.

The Company receives market surveys with pay data and information on the executive compensation practices at the companies in 3M’s executive compensation peer group from Aon plc and FW Cook.plc.

Survey peer group

For 2021,2022, there were approximately 300350 comparator companies in the survey peer group. Although the number and identity of the companies varies from year to year and from survey to survey, each of the companies included in the survey peer group had annual revenue exceeding $10 billion. All companies in the survey peer group also participate in one or more executive compensation surveys obtained from three consulting firms: Aon plc, FW Cook, and Willis Towers

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Watson plc. Pay data for the survey peer group is statistically regressed (based on annual revenues) to recognize

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the different sizes of the comparator companies as compared to the size of 3M. The pay data for the survey peer group is then used to assess the reasonableness of the executive compensation peer group data received, helping to ensure that the Company’s compensation objectives are being met. The Committee does not review the identity of the companies in the survey peer group.

How the Committee establishes target compensation levels

The Committee considers pay data from the executive compensation peer group as one of several reference points it uses to inform its decisions about overall compensation opportunities and specific compensation elements. The Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the Peer Groups or the broader United States market. The Committee instead applies informed judgment in establishing targeted pay levels for the Named Executive Officers, considering pay data from the executive compensation peer group and other factors, such as:

●	the breadth and complexity of the executive’s duties and responsibilities;
●	the quality of the executive’s leadership;
●	the financial and operational performance of the business activities for which the executive is responsible;
●	the executive’s ability to successfully achieve assigned goals related to company culture;
●	the annual performance evaluation that Mr. Roman, assisted by 3M’s Executive Vice President and Chief Human Resources Officer and other Company employees, completes for each Named Executive Officer (other than himself) and the annual performance evaluation that the Committee completes for Mr. Roman;
●	the executive’s ability to successfully achieve assigned goals related to environmental, social, and governance matters, including sustainability goals;
●	the executive’s performance rating for the prior year;
●	experience and time in their current position (or other positions with comparable duties and responsibilities); and
●	internal pay equity.

The Committee also uses information on the executive compensation practices at companies in the executive compensation peer group when considering design changes to the Company’s executive compensation program. Overall, the Company believes that use of this information from the Peer Groups enables the Committee to create better alignment between executive pay and performance and to help ensure that 3M can attract and retain high-performing executive leaders.

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Section III: Overview of compensation program design

Target total direct compensation mix for 20212022

The illustrations below show how the 20212022 target Total Direct Compensation of our CEO and other Named Executive Officers was apportioned among base salary, annual incentives, performance share awards, restricted stock units, and stock options. To provide a better representation of the intended mix of annual compensation provided to the Named Executive Officers, the percentages shown below do not take into consideration non-recurring special items such as one-time make-whole and inducement awards granted in connection with the commencement of employment or retention awards.

Abbreviations: AIP = annual incentive pay; PSAs = performance share awards; RSUs = restricted stock units.

*

Amounts shown reflect the average apportionment for all Named Executive Officers other than Mr. Roman.Roman and Ms. Poul. If Ms. Poul had been included, the percentages shown would have been as follows: Base Salary — 16%; AIP — 16%; PSAs — 34%; Stock Options — 17%; and RSUs — 17%. Numbers may not add to 100 percent due to rounding.

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Annual incentive

3M provides its executives with an opportunity to earn annual incentive compensation under the 3M Annual Incentive Plan, which we refer to as the “AIP.” Participation in the AIP is intended to align a significant portion of participants’ Total Cash Compensation with the near-term financial performance of the Company and its business units. Each executive is assigned a target amount of annual incentive compensation as part of his or her target Total Cash Compensation, but the actual amount paid under the AIP depends on the financial performance of 3M and its relevant business units and the executive’s individual performance, in each case, measured against preestablished goals and objectives.

New AIP design for 2022. In consultation with its independent compensation consultant and following discussions with management of the Company, the Committee approved significant changes to the design of the AIP offered to the Company’s executive officers in 2022 by:

●	replacing the business unit and total 3M economic profit metrics with new metrics tied to business unit Operating Income and total 3M Operating Cash Flow Conversion to sharpen focus on performance against the operating plan, prioritize Operating Cash Flow Conversion as a key driver of operating value, and enhance focus on inventory and receivables performance as key contributors to cash;
●	updating the weightings to place a stronger emphasis on items within the control of the business units and improve alignment with market practices; and
●	adding a modifier to incentivize the executive team to exceed the Committee’s expectations on progress toward our ESG goals and hold them accountable when they fall short of the Committee’s expectations.

Basic calculation. TheFor 2022, the amount a participant earnsearned under the AIP iswas calculated by multiplying his or her weighted-average target annual incentive compensation opportunity forusing the plan year by a business performance factor and an individual performance multiplier.formula shown below.

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Calculated amount that takes into account any mid-year changes in the participant’s target annual incentive compensation opportunity

Corporate and business unit results adjust AIP pay based on performance against preestablished goals

Payouts adjusted or left unchanged based on individual performance against preestablished goals and objectives, which can be both quantitative and qualitative

Final payment amount may range from 0 percent to 200 percent of an individual’s total weighted-average target AIP payout

Business performance factor. The business performance factor is determined based on the performance of 3M and, in some cases, the business unitunit(s) for which each Named Executive Officer had responsibility throughout the year against three metrics, as indicated in the table below.

The 20212022 performancetarget for each metric andbusiness unit shown was setat or above 20202021 results.

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Performance Metric				Local Currency Sales vs. Plan		Operating Income vs. Plan		Operating Cash Flow Conversion vs. Plan
Weighting			Business Unit Local Currency Sales vs. Plan		Economic Profit (of 3M or a business unit, as applicable) vs. Plan		Total 3M Economic Profit vs. Prior Year
Weighting
Business Unit Used to Calculate Business Performance Factor*Factor		Mr. Roman		3M Worldwide		3M Worldwide		3M Worldwide
		Mr. Patolawala		3M Worldwide		3M Worldwide		3M Worldwide
		Mr. KhandpurGibbons		TEBG3M Worldwide		TEBG3M Worldwide		3M Worldwide
	Ms. Poul	Mr. Lavers		HCBGConsumer & 3M		HCBGConsumer & 3M		3M Worldwide
				Worldwide		Worldwide
		Mr. Vale		SIBGSafety and Industrial		SIBGSafety and Industrial		3M Worldwide
		Ms. Poul		Health Care		Health Care		3M Worldwide

*	Abbreviations: TEBG = Transportation and Electronics Business Group; HCBG = Health Care Business Group; SIBG = Safety and Industrial Business Group.

Individual performance multiplier. The amount of annual incentive compensation paid to an eligible employee may be increased, decreased, or left unchanged depending on his or her performance during the year. When determining the individual performance multipliers to be used for the Named Executive Officers, the Committee considers the individual performance of the Named Executive Officers using the performance evaluations described under “How the Committee establishes target compensation levels” on page 68.70.

ESG Modifier. Amounts earned by senior executives may be increased by 10 percent of target, decreased by 10 percent of target, or left unchanged based on the Committee’s determination of 3M’s holistic performance against a set of preestablished, objective ESG metrics (referred to as the “ESG Scorecard”). For 2022, the metrics included on the ESG Scorecard related to the Company’s carbon and water commitments; operational improvements in the area of environment, health, and safety; progress on key social measures; and on-time completion of required ethics and compliance training.

Long-term incentives

In order to improve alignment with the Company’s practices for non-executive employees and mitigate potential retention challenges associated with pay delivery, the Committee electedincreased (from 25 percent to begin offering each50 percent) the portion of the target grant value that the Company’s executives (other than its Chief Executive Officer) an opportunityour CEO) may ask to indicate a preference to receive 25 percent of the target grant value of their annual long-term incentive awards in the form of restrictedRSUs, stock unitsoptions, or an equal split of both stock options. For executives whooptions and RSUs. Regardless of an executive’s indicated a preference, to receive restricted stock units,the remaining 50 percent of the target grant value of theirhis or her 2022 annual long-term incentive awards was delivered in the form of performance shares, 25 percent of the target grant value was delivered in the form of stock options and the remaining 25 percent was delivered in the form of restricted stock units.shares. For all other executives (including the Company’s Chief Executive Officer),CEO, the Committee chose to deliver 50 percent of the target grant value of theirhis annual long-term incentive awards was delivered in the form of performance shares and the remaining 50 percent was delivered in the form of stock options. The terms of the 20212022 performance share awards, 20212022 stock options, and 20212022 restricted stock units are described in detail below.

In limited circumstances, our Named Executive Officers also may receive other equity awards on an ad hoc basis as new hires or for recognition and retention, promotions, or other purposes. For additional information about a special restricted stock unit award granted to Mr. PatolawalaLavers in October 2021July 2022 in connection with a significant expansion of his duties and responsibilities and as a further incentive for Mr. PatolawalaLavers to remain with the Company, see “Section V: 20212022 compensation decisions and performance highlights—Monish Patolawala—highlights — Jeffrey R. Lavers — Compensation Decisions” on page 80.84.

20212022 performance share awards

In consultation with its independent compensation consultant and following discussions with management of the Company, the Committee approved significant changes to the design of the performance shares awarded in 2022 by:

●	replacing the Free Cash Flow Conversion metric with a Free Cash Flow Growth metric that is intended to strengthen the link to shareholder returns by measuring cash flow improvement;
●	replacing the Relative Organic Volume Growth metric with a Relative Organic Sales Growth metric that is intended to enhance alignment with the Company’s operating plan and external guidance;

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●	eliminating the Return on Invested Capital metric in order to place greater emphasis on other metrics that are believed to have a stronger link to value creation for 3M in the current environment; and
●	changing the benchmark used for the relative metric (from the Worldwide IPI to a weighted blend of the Worldwide IPI and the Worldwide GDP for the relevant period) in order to improve alignment of the macro benchmark with 3M’s business portfolio.

Performance shares awarded in 20212022 will result in the issuance of actual shares of 3M common stock to 3M’s Named Executive Officers if the Company achieves certain financial goals over the years 2021, 2022, 2023, and 2023.2024. The number of shares of 3M common stock that will be issued for each 20212022 performance share is linked to the Company’s performance as measured by the equally weighted criteria of Earnings per Share Growth, (20 percent weighting), Relative Organic VolumeSales Growth, (40 percent weighting), Return on Invested Capital (20 percent weighting), and Free Cash Flow Conversion (20 percent weighting).Growth. These performance criteria were selected because they are aligned with 3M’s operating plan and the financial objectives communicated to shareholders, and the Committee believes that they are important drivers of long-term shareholder value. Attainment of these fourthree independent performance criteria is measured separately for each calendar year during the three-year measurement period, with each year weighted as follows: 20212022 — 50 percent; 20222023 — 30 percent; and 20232024 — 20 percent. However, the targets byagainst which the Company’s performance is measured do not change over the course of the three-year performance period.period are fixed at the time the grant is awarded, subject to adjustments only in limited circumstances (such as a stock split, spinoff, etc.).

The actual number of shares of 3M common stock that will be delivered at the end of the three-year performance period ending on December 31, 2023,2024, may be anywhere from 0 percent to 200 percent of the target number of performance shares awarded, depending on the performance of the Company duringover the course of the performance period. However, an executive may forfeit all or a portion of such shares if he or she does not remain employed by the Company throughout the three-year performance period. Each performance share award also includes cash-settled dividend equivalent rights that are payable only on the final number of shares earned.

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For awards tied to the achievement of performance goals over the years 2021, 2022, 2023, and 2023,2024, the Committee approved the targets shown below for determining the number of shares of 3M common stock to be delivered for each target performance share awarded, with the total number of shares actually delivered being the sum of the number of shares earned as a result of the Company’s achievement of each of the fourthree financial goals. If the Company’s performance as measured by any of these performance criteria falls between any of the percentages listed below, the number of shares of 3M common stock earned will be determined by linear interpolation.

2021 Performance Share Award Targets					Performance Levels		Payout Level (% of Target)
Earnings Per Share Growth			Threshold*		4	%	4	%
			Target		8	%	20	%
			Maximum		12	%	40	%
Relative Organic Volume Growth			Threshold*		–1	%	8	%
			Target		0.5	%	40	%
			Maximum		2	%	80	%
Return on Invested Capital**			Threshold*		16	%	4	%
			Target		18	%	20	%
			Maximum		21	%	40	%
Free Cash Flow Conversion			Threshold*		95	%	4	%
			Target		100	%	20	%
			Maximum		105	%	40	%

2022 Performance Share Award Targets					2022 Performance Levels*		2023-2024 Performance Levels*		Payout Level (% of Target)
Earnings Per Share Growth			Threshold**		1%		3%		6 2/3%
			Target		4%		6%		33 1/3%
			Maximum		7%		9%		66 2/3%
Relative Organic Sales Growth			Threshold**		–1.5%		–1.5%		6 2/3%
			Target		0.0%		0.0%		33 1/3%
			Maximum		1.5%		1.5%		66 2/3%
Free Cash Flow Growth			Threshold**		-7%		3%		6 2/3%
			Target		-4%		6%		33 1/3%
			Maximum		-1%		9%		66 2/3%

*	No payout is provided for below threshold performance.
**	After considering the Company’s 2022 operating plan and its long-term strategic plan, and the Company’s historical Return on Invested Capital results, the Committee decided to set the threshold, target, and maximum goals as shown. While theseshown based on expectations for each year, with certain goals reflect a reduction to the corresponding goals establishedbeing set higher for the 2020 performance share awards, the Committee determined that this was appropriate given the Company’s strategic decision to focus on strengthening its balance sheet, which the2023 and 2024. The Committee believes isall of the goals were set consistent with, and aligned to, the Company’s strategic priorities and its objective of increasing shareholder value over the long term. The 2022 Free Cash Flow Growth target was set below 2021 results due to an anticipated increase in capital expenditures for growth and sustainability investments and the cash impact from capitalization of research and development for U.S. tax purposes. The 2023-2024 Free Cash Flow Growth target was set at a higher level, reflecting expectations for a stronger macroeconomic environment. Each of the targets arewas intended to be challenging and provide a similar level of rigor as those established for past years in order to provide a consistent incentive compensation opportunity.
**	No payout is provided for below threshold performance.

The above targets are not a prediction of how 3M will perform during the years 20212022 through 20232024 or any other period in the future. The sole purpose of these formulas, which were approved by the Committee in February 2021,at the time the awards were granted, is to establish a method for determining the number of shares of 3M common stock to be delivered for the performance share awards described above. 3M is not providing any guidance, nor updating any prior guidance, of its future performance with the disclosure of these formulas, and you are cautioned not to rely on these formulas as a prediction of 3M’s future performance.

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2022 stock options

Stock options granted to the Named Executive Officers in 20212022 as part of their annual long-term incentive compensation have the following features:

●	an exercise price equal to the closing price of a share of 3M common stock on the NYSE for the date of grant;
●	a ratable three-year vesting schedule; and
●	a maximum term of 10 years.

20212022 restricted stock units

Restricted stock unit awards granted to the Named Executive Officers in 20212022 as part of their annual long-term incentive compensation have the following features:

●	a three-year “cliff” vesting schedule; and
●	cash-settled dividend equivalent rights that are payable only if the underlying shares are earned.

Benefits and perquisites

The Company’s Named Executive Officers participate in the same health care, disability, life insurance, pension, and 401(k) benefit plans available to most of the Company’s U.S. employees. They also are eligible to receive certain additional benefits and perquisites that are provided for the executives’ convenience (relocation assistance for moves required by 3M, financial planning assistance, and meals when attending to 3M business, for example), financial security (nonqualified deferred compensation plans and additional group term life insurance coverage, for example), personal security (home

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security equipment/monitoring, for example) or personal health (on-site exercise facilities and physical exams, for example). Our Named Executive Officers and other employees also may receive Company tickets for sporting or other events. The Company believes that the benefits and perquisites offered generally are similar to those of our peers and assist in attracting and retaining executives. In some cases, there is no incremental cost to the Company associated with providing these additional benefits and perquisites (physical exams and certain tickets to events, for example) or the executives pay all or a substantial portion of the incremental costs incurred by the Company (on-site exercise facilities, for example).

These additional benefits and perquisites generally are provided on a consistent basis only to a limited group of our most senior U.S. employees (including all of the Named Executive Officers), although enhanced personal security equipment and monitoring is provided only to our Chief Executive Officer.

The Company also operates aircraft that are used by our senior officers and other employees to conduct company business. For personal security reasons, the Board of Directors requires our Chief Executive Officer to use the Company’s aircraft for all air travel, both business and personal. Our Chief Executive Officer’s spouse and other guests also may accompany him on flights.

The incremental cost to the Company of providing these additional benefits to the Named Executive Officers is reflected in the All Other Compensation Table. No tax gross ups are provided on any of these additional benefits and perquisites other than taxable relocation benefits.

2022 changes to our incentive compensation program

The Committee believes that the Company’s incentive compensation program should incorporate shareholder feedback where appropriate and be tied to key metrics and outcomes that are consistent with, and aligned to, the Company’s strategic priorities and its objective of increasing shareholder value over the long term. In consultation with its independent compensation consultant and following discussions with management of the Company, the Committee approved significant changes to the incentive compensation programs offered to the Company’s executives in 2022, as described below.

2022 annual incentive compensation program

2021 Design		2022 Design74		Rationale for Changes
Metrics and Weightings
Abbreviations: BU = Business Unit				●  New metrics are intended to sharpen focus on performance against the operating plan, prioritize operating cash flow conversion as a key driver of operating value, and enhance focus on inventory and receivables performance as key contributors to cash ●  Adjusted weightings place a stronger emphasis on items within the control of the business units and improve alignment with market practices
Environmental, Social and Governance (“ESG”) Modifier
●  No ESG modifier		●  Amounts earned by senior executives may be increased by 10 percent of target, decreased by 10 percent of target, or left unchanged based on the Committee’s determination of 3M’s performance against a set of objective ESG metrics, including metrics related to the Company’s carbon and water commitments, operational improvements in the area of environment, health, and safety; progress on key social measures, and on-time completion of required ethics and compliance training		●  Improve alignment with key enterprise strategies and developing market practices

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2022 performance share awards

2021 Design		2022 Design		Rationale for Changes
Metrics and Weightings
Abbreviations: FCF = Free Cash Flow EPS = Earnings per Share Rel. Org. Volume Growth = Relative Organic Volume Growth Rel. OSG = Relative Organic Sales Growth ROIC = Return on Invested Capital				●  Transition from FCF Conversion to FCF Growth is intended to strengthen the link to shareholder returns by measuring cash flow improvement ●  Change from Relative Organic Volume Growth to Relative Organic Sales Growth is intended to enhance alignment with the Company’s operating plan and external guidance ●  Elimination of ROIC allows greater weighting to be placed on other metrics believed to have a stronger link to value creation for 3M in the current environment
Benchmark for Relative Metric
●  Worldwide Industrial Production Index, as published by IHS Markit prior to the date on which the Committee certifies the performance results		●  Weighted blend of the Worldwide Industrial Production Index and the Worldwide Gross Domestic Product for the relevant period, in each case, as most recently published by IHS Markit no later than 30 days following completion of the relevant year		●  Improve alignment of the macro benchmark with 3M’s business portfolio

Except as described above, the design of the 2022 performance share awards provided to approximately 100 of the Company’s most senior employees, including all of the Named Executive Officers, was materially consistent with the design of the 2021 performance share awards.

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Section IV: Incentive compensation attainments and awards

2021

2022 AIP attainments and payouts

During 2021,2022, the Committee provided the Named Executive Officers with the opportunity to earn short-term incentive compensation under the AIP. Each Named Executive Officer’s target annual incentive for the year equaled the difference between his or her target Total Cash Compensation and annual base salary (weighted to reflect mid-year adjustments, if appropriate).

Business performance factor. For purposes of measuring business performance against the targets established for 20212022 and converting that performance into a business performance factor determined in accordance with the terms of the AIP, each Named Executive Officer was assigned to an appropriate business unit for each metric (the entire Company, in some cases). The metrics, relevant business unit, goals, and attainments used to calculate the business performance factor for each Named Executive Officer are shown below.

Business performance factor calculation for Mr. Roman, and Mr. Patolawala, Mr. Gibbons, and, for the period July 1 thru December 31, Mr. Lavers^{*, **}

Dollar amounts in millions

Performance Metric

Business Unit

Threshold ($)

Target ($)

Maximum ($)

Actual vs. Target

Payout %

Weighting

Weighted Payout %

Local Currency Sales vs. Plan

3M Worldwide

97%

71.9%

36.0%

Operating Income vs. Plan

3M Worldwide

88%

40%

12.0%

Operating Cash Flow Conversion vs. Plan

3M Worldwide

86%

30%

6.0%

Business Performance Factor

54.0%

Business performance factor calculation for Mr. KhandpurLavers for the period January 1 thru June 30^{*, **}

Dollar amounts in millions

Performance Metric

Business Unit

Threshold ($)

Target ($)

Maximum ($)

Actual vs. Target

Payout %

Weighting

Weighted Payout %

Local Currency Sales vs. Plan

Consumer

93%

34.4%

17.2%

Operating Income vs. Plan

Consumer

79%

0%

0.0%

Operating Cash Flow Conversion vs. Plan

3M Worldwide

86%

30%

6.0%

Business Performance Factor

23.2%

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Executive compensation

Business performance factor calculation for Mr. Vale^*

Dollar amounts in millions

Performance Metric

Business Unit

Threshold ($)

Target ($)

Maximum ($)

Actual vs. Target

Payout %

Weighting

Weighted Payout %

Local Currency Sales vs. Plan

Safety and Industrial

101%

112.5%

56.3%

Operating Income vs. Plan

Safety and Industrial

95%

75%

22.5%

Operating Cash Flow Conversion vs. Plan

3M Worldwide

86%

30%

6.0%

Business Performance Factor

84.8%

Business performance factor calculation for Ms. Poul^*

Dollar amounts in millions

Business performance factor calculation for Mr. Vale

Dollar amounts in millions

Performance Metric

Business Unit

Threshold ($)

Target ($)

Maximum ($)

Actual vs. Target

Payout %

Weighting

Weighted Payout %

Local Currency Sales vs. Plan

Health Care

97%

71.9%

36.0%

Operating Income vs. Plan

Health Care

85%

25%

7.5%

Operating Cash Flow Conversion vs. Plan

3M Worldwide

86%

30%

6.0%

Business Performance Factor

49.5%

(1)*	The Economic Profit metric measured versus 3M’s prior year results is calculated using total Company average invested capital (equity plus debt, as reported in its Consolidated Balance Sheet), whileResults reflect certain adjustments that the Economic Profit metric measured versus plan is calculated using only accounts receivable and inventories ofCommittee believed were appropriate to better reflect the relevant business unit as capital.Company’s performance during the performance period. See Appendix A to this Proxy Statement for a reconciliation of Operating Income and Operating Cash Flow Conversion to our results for the calculationmost directly comparable financial measures as reported under GAAP.
**	Consistent with the approach taken for other employees who participate in the AIP and support multiple businesses, Mr. Lavers was assigned to the 3M Worldwide business unit for the portion of 2020the year that he served as both Group President, Consumer and 2021 Economic Profit.Interim Group President, Health Care.

Individual performance multiplier. The amount of annual incentive compensation paid to an eligible employee may be increased, decreased, or left unchanged depending on his or her individual performance during the year. The Committee determined the individual performance multiplier for each Named Executive Officer, as shown in the table under “Final 20212022 AIP payouts” below, based upon the annual performance evaluation completed for each Named Executive Officer.Officer other than Ms. Poul. The Committee generally does not conduct detailed performance assessments for executives who depart the Company before the end of the year, but instead discusses the former executive’s performance with the Company’s Chief Executive Officer to determine whether a sufficient basis exists to increase or decrease the executive’s AIP payout for the year on the basis of individual performance. Following this approach, the Committee discussed Ms. Poul’s 2022 performance with Mr. Roman and decided not to increase or decrease the amount of her prorated 2022 AIP payout based on individual performance. For a listing of selected 20212022 performance highlights of each Named Executive Officer (other than Ms. Poul), see “Section V: 20212022 compensation decisions and performance highlights” beginning on page 79.81.

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ESG Modifier. Amounts earned by the Company’s senior executives may be increased by 10 percent of target, decreased by 10 percent of target, or left unchanged based on the Committee’s assessment of 3M’s overall performance against a collection of pre-set objective ESG goals. For 2022, the ESG goals approved by the Committee related to the Company’s carbon and water commitments, operational improvements in the area of environment, health, and safety, progress on key social measures, and on-time completion of required ethics and compliance training. 3M successfully achieved most of its 2022 ESG goals. After reviewing the Company’s performance, the Committee decided not to increase or decrease the senior executives’ 2022 annual incentive payouts using the ESG modifier.

Final 20212022 AIP payouts. At its meeting in February 2022,2023, the Committee approved (and with respect to Mr. Roman, the independent members of the Board of Directors ratified) a payment under the AIP to each Named Executive Officer, as shown below.

										(a)		(b)			(c)		(d)		(e) = (a) × (b) × (c) + (d)
Named Executive Officer		Target 2021 Annual Incentive* ($)		Business Performance Factor		Individual Performance Multiplier		Approved 2021 AIP Payout** ($)		Total Weighted- Average Target AIP Payout* ($)		Business Performance Factor			Individual Performance Multiplier**		ESG Modifier ($)		Approved 2022 AIP Payout ($)
Michael F. Roman		2,340,638		133.8%		100%		3,131,774		2,460,938		54.0%			100%		—		1,327,676
Monish Patolawala		943,410		133.8%		120%		1,514,739		1,224,917		54.0%			120%		—		793,011
Ashish K. Khandpur		625,517		150.1%		100%		938,589
Peter D. Gibbons										774,299		54.0%			100%		—		417,734
Jeffrey R. Lavers										729,370		40.3%	***		100%		—		293,751
Michael G. Vale										773,381		84.8%			100%		—		655,440
Mojdeh Poul		631,054		162.3%		120%		1,229,041		369,242		49.5%			100%		—		183,107
Michael G. Vale		656,171		105.3%		100%		690,948

*	Amounts shown reflect mid-year adjustments to target Total Cash Compensation. The amounts shown for Ms. Poul also have been prorated to reflect the portion of the year worked for the Company.
**	Due to rounding, the numbers shown in this column may not equal the result obtained by multiplying the Target 2021 Annual Incentive by theFor a listing of selected 2022 performance highlights of each Named Executive Officer, see “Section V: 2022 compensation decisions and performance highlights” beginning on page 81.
***	The final Business Performance Factor byshown reflects differences in the Individual Performance Multiplier.target annual incentive compensation opportunity in effect for Mr. Lavers during the portions of the year he was assigned to different business units.

20212022 long-term incentive awards

After considering the most recent long-term incentive compensation data available from companies in the Peer Groups and after taking into account its evaluation of their individual performance during 2020,2021, the Committee approved (and in the case of Mr. Roman, the independent members of the Board of Directors ratified) the performance-adjustedfinal target grant values shown below for the Named Executive Officers’ 20212022 long-term incentive compensation awards. For ease of comparison, the table below also shows the performance-adjustedfinal target compensation values of the Named Executive Officers’ 20202021 long-term incentive compensation awards.

Name		Performance-Adjusted Target Grant Value of 2020 Annual Awards ($)				Performance-Adjusted Target Grant Value of 2021 Annual Awards ($)				Target Grant Value of 2021 Annual Awards ($)			Target Grant Value of 2022  Annual Awards ($)
Michael F. Roman			10,000,000				10,500,000			10,500,000			11,000,000
Monish Patolawala (joined 3M effective July 1, 2020)			1,625,000	*			4,290,000	**
Ashish K. Khandpur			2,268,290				2,081,000
Monish Patolawala										4,290,000			5,590,000
Peter D. Gibbons (joined 3M effective November 29, 2021)										—	*		3,020,000
Jeffrey R. Lavers										2,081,000			2,700,000	**
Michael G. Vale										2,705,300			3,020,000
Mojdeh Poul			2,330,720				2,081,000			2,081,000			3,926,000
Michael G. Vale			2,268,290				2,705,300

*	The amount shown was prorated based on the portion of the year worked and excludesExcludes the target grant value of special one-time make-whole and inducement awards granted in connection with his commencement of employment.
**	In October 2021,May 2022, the Board approved a significant expansion of Mr. Patolawala’sLavers’ duties and responsibilities, effective July 1, 2022, to include business transformation.serving as the Interim Group President, Health Care, in addition to his existing role as Group President, Consumer. The target grant value of Mr. Patolawala’s 2021Lavers’ 2022 annual awards shown here excludes the value of a special restricted stock unit award granted to him in connection with the expansion of his duties and responsibilities and as a further incentive for Mr. PatolawalaLavers to remain with the Company. For additional information, see “Section V: 20212022 compensation decisions and performance highlights—Monish Patolawala—highlights — Jeffrey R. Lavers — Compensation Decisions” on page 80.84.

Consistent with market practices at companies in the Peer Groups, during 2021, the Committee chose to deliver one-half2023 Proxy Statement     77

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Each of the performance-adjustedCompany’s executives (other than its CEO) was given an opportunity to indicate a preference to receive 50 percent of the target grant value of the 2021their annual long-term incentive compensation awards provided to 3M’s Named Executive Officersin the form of RSUs, stock options, or an equal split of both stock options and RSUs. Regardless of an executive’s indicated preference, the remaining 50 percent of the target grant value of their 2022 annual long-term incentive awards was delivered in the form of performance shares. The remaining portionFor the Company’s CEO, the Committee chose to deliver 50 percent of the performance-adjusted target grant value was deliveredof his annual long-term incentive awards in the form of performance shares and the remaining 50 percent in the form of stock options or, for the Named Executive Officers other than 3M’s Chief Executive Officer, a combination of stock options and restricted stock units. For additional information, see “Section III: Overview of compensation program design—Long-term incentives” on page 70.options.

763M Company

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Status of outstanding performance share awards

The Company’s annual award cycle and three-year performance periods result in an overlap of awards. For example, the performance goals for 2022 performance share awards relate to the years 2022, 2023, and 2024. Similarly, the performance goals for 2021 performance share awards relate to the years 2021, 2022, and 2023. Similarly, the performance goals for 2020 performance share awards relate to the years 2020, 2021, and 2022,2023, and so on, as shown below. Performance against the goals established for each award are measured separately for each calendar year during the measurement period, with each year weighted as shown below in parenthesis. The Committee believes this structure reduces motivation to maximize performance in any one period by providing the highest-level rewards only by building sustainable long-term results.

Award

2019

2020

2021

2022

2023

2019 PSA

Year 1 (50%)

Year 2 (30%)

Year 3 (20%)

2020 PSA

Year 1 (50%)

Year 2 (30%)

Year 3 (20%)

2021 PSA

Year 1 (50%)

Year 2 (30%)

Year 3 (20%)

The Committee periodically reviews the Company’s performance against the goals established for each performance share award throughout the duration of its measurement period. The tables below summarize the status of the different performance share awards held by the Named Executive Officers as of December 31, 2021.2022.

2022 PSA (2022-2024 measurement period)

Three-year Performance Period – Actual Performance Level Achieved(1)

Performance Measures

Performance Levels

2022 (Year 1; weighted

2023 (Year 2; weighted

2024 (Year 3; weighted

and Weighting

Threshold

Target

Maximum

at 50%)

at 30%)

at 20%)

Earnings per Share Growth (33 1/3%)(2)

2022: 1:0% 2023/24: 3.0%

2022: 4:0% 2023/24: 6.0%

2022: 7:0% 2023/24: 9.0%

-0.2%

Relative Organic Sales Growth (33 1/3%)(3)

-1.5%

0.0%

1.5%

-1.7%

Free Cash Flow Growth (33 1/3%)

2022: -7:0% 2023/24: 3.0%

2022: -4:0% 2023/24: 6.0%

2022: -1:0% 2023/24: 9.0%

-21.5%

2021 PSA (2021-2023 measurement period)

								Three-year Performance Period – Actual Performance Level Achieved(1)												Three-year Performance Period – Actual Performance Level Achieved(1)
		Performance Levels						2021 (Year 1;		2022 (Year 2;		2023 (Year 3;		Performance Levels						2021 (Year 1; weighted		2022 (Year 2; weighted		2023 (Year 3; weighted
Performance Measures and Weighting		Threshold		Target		Maximum		weighted at 50%)		weighted at 30%)		weighted at 20%)		Threshold		Target		Maximum		at 50%)		at 30%)		at 20%)
Earnings per Share Growth (20%)(2)		4.0%		8.0%		12.0%		14.4%						4.0%		8.0%		12.0%		14.4%		-0.2%
Relative Organic Volume Growth (40%)(3)		-1.0%		0.5%		2.0%		0.2%
Relative Organic Volume Growth (40%)(4)														-1.0%		0.5%		2.0%		0.1%		-7.2%
Return on Invested Capital (20%)		16.0%		18.0%		21.0%		19.5%						16.0%		18.0%		21.0%		19.5%		18.4%
Free Cash Flow Conversion (20%)		95%		100%		105%		101%						95.0%		100.0%		105.0%		100.9%		81.8%
2020 PSA (2020-2022 measurement period)
								Three-year Performance Period – Actual Performance Level Achieved(1)
		Performance Levels						2020 (Year 1;		2021 (Year 2;		2022 (Year 3;
Performance Measures and Weighting		Threshold		Target		Maximum		weighted at 50%)		weighted at 30%)		weighted at 20%)
Earnings per Share Growth (20%)(2)		4.0%		8.0%		12.0%		-5.7%		14.4%
Relative Organic Volume Growth (40%)(3)		-1.0%		0.5%		2.0%		2.9%		0.2%
Return on Invested Capital (20%)		18.0%		20.0%		23.0%		17.1%		19.5%
Free Cash Flow Conversion (20%)		95%		100%		105%		132%		101%
2019 PSA (2019-2021 measurement period)
								Three-year Performance Period – Actual Performance Level Achieved(1)
		Performance Levels						2019 (Year 1;		2020 (Year 2;		2021 (Year 3;
Performance Measures and Weighting		Threshold		Target		Maximum		weighted at 50%)		weighted at 30%)		weighted at 20%)
Earnings per Share Growth (20%)(2)		4.0%		8.0%		12.0%		-6.9%		-5.7%		14.4%
Relative Organic Volume Growth (40%)(3)		-1.0%		0.5%		2.0%		-2.8%		2.9%		0.2%
Return on Invested Capital (20%)		20.0%		22.0%		25.0%		22.9%		17.1%		19.5%
Free Cash Flow Conversion (20%)		95%		100%		105%		106%		132%		101%

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2020 PSA (2020-2022 measurement period)

								Three-year Performance Period – Actual Performance Level Achieved(1)
		Performance Levels						2020 (Year 1;		2021 (Year 2;		2022 (Year 3;
Performance Measures and Weighting		Threshold		Target		Maximum		weighted at 50%)		weighted at 30%)		weighted at 20%)
Earnings per Share Growth (20%)(2)		4.0%		8.0%		12.0%		-5.7%		14.4%		-0.2%
Relative Organic Volume Growth (40%)(4)		-1.0%		0.5%		2.0%		2.6%		0.1%		-7.2%
Return on Invested Capital (20%)		18.0%		20.0%		23.0%		17.1%		19.5%		18.4%
Free Cash Flow Conversion (20%)		95.0%		100.0%		105.0%		132.3%		100.9%		81.8%

(1)

Results reflect certain adjustments that the Committee believed were appropriate to better reflect the Company’s performance during the performance period. See Appendix A to this Proxy Statement for a reconciliation of earnings per share, operating margin performance, free cash flow, and free cash flow conversion to our results for the most directly comparable financial measures as reported under GAAP, and the calculation of return on invested capital.

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(2)	For purposes of calculating Earnings per Share Growth for any given fiscal year, the baseline earnings per share figure is set equal to the final adjusted earnings per share figure used to calculate the Earnings per Share Growth attainment for the preceding year. As a result, any increase in earnings per share attributable to adjustments in one fiscal year necessarily will make it more difficult for the Company to achieve its Earnings per Share Growth target in the following year.
(3)	The reported level of performance for Relative Organic Sales Growth has been determined, in part, using a weighted blend of Worldwide IPI and Worldwide GDP, as reported by S&P Global Market Intelligence on January 17, 2023.
(4)	The reported level of performance achieved for Relative Organic Volume Growth has been determined, in part, using the Worldwide IPI for each relevant period, as reported by IHS MarkitS&P Global Market Intelligence on January 18, 2022.17, 2023. The final performance level achieved may vary based on changes in reported Worldwide IPI for the relevant period.

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Executive compensation

Performance share accruals based on 20212022 performance

The table below shows the number of shares of 3M common stock that were accrued (excluding dividend equivalents) for the outstanding performance share awards held by each Named Executive Officer based on the Company’s performance during 2021.2022.

Name		Performance Share Award		Target Number of Performance Shares		Fraction of Each Target Performance Share Accrued Based on 2021 Performance		Total Number of Shares Accrued Based on 2021 Performance(1)		Market Value of Shares Accrued Based on 2021 Performance(2) ($)		Performance Share Award		Target Number of Performance Shares		Fraction of Each Target Performance Share Accrued Based on 2022 Performance		Total Number of Shares Accrued Based on 2022 Performance(1)		Market Value of Shares Accrued Based on 2022 Performance(2) ($)
Michael F. Roman		2021 PSA		29,761		0.636		18,927		3,362,067		2022 PSA		37,997		0.000		—		—
		2020 PSA		32,676		0.340		11,096		1,970,958		2021 PSA		29,761		0.068		2,027		243,037
		2019 PSA		24,098		0.194		4,685		832,204		2020 PSA		32,676		0.014		471		56,433
								Total		6,165,229								Total		299,470
Monish Patolawala(3)		2021 PSA		12,160		0.636		7,734		1,373,748		2022 PSA		19,310		0.000		—		—
		2020 PSA		11,825		0.340		4,015		713,221		2021 PSA		12,160		0.068		828		99,305
								Total		2,086,969		2020 PSA		11,825		0.014		170		20,429
Ashish K. Khandpur		2021 PSA		5,899		0.636		3,751		666,313
		2020 PSA		7,412		0.340		2,516		446,995								Total		119,734
Peter D. Gibbons(4)												2022 PSA		10,432		0.000		—		—
		2019 PSA		8,425		0.194		1,639		291,099								Total		—
								Total		1,404,407
Mojdeh Poul		2021 PSA		5,899		0.636		3,751		666,313
Jeffrey R. Lavers												2022 PSA		9,327		0.000		—		—
		2020 PSA		7,616		0.340		2,585		459,260		2021 PSA		5,899		0.068		402		48,155
		2019 PSA		5,467		0.194		1,063		188,886		2020 PSA		1,654		0.014		24		2,858
								Total		1,314,459								Total		51,013
Michael G. Vale		2021 PSA		7,668		0.636		4,877		866,275		2022 PSA		10,432		0.000		—		—
		2020 PSA		7,412		0.340		2,516		446,995		2021 PSA		7,668		0.068		522		62,610
		2019 PSA		5,467		0.194		1,063		188,886		2020 PSA		7,412		0.014		107		12,805
								Total		1,502,156								Total		75,415
Mojdeh Poul(5)												2022 PSA		2,262		0.000		—		—
												2021 PSA		2,950		0.068		201		24,091
												2020 PSA		6,347		0.014		91		10,957
																		Total		35,048

(1)	The amounts in this column reflect the number of shares accrued (excluding dividend equivalents) based on, among other things, Worldwide IPI for the 20212022 calendar year, as reported by IHS MarkitS&P Global Market Intelligence on January 18, 2022.17, 2023. The final number of shares accrued may vary in the event of changes in Worldwide IPI reported by IHS Markit.S&P Global Market Intelligence. Due to rounding, the numbers shown in this column may not equal the result obtained by multiplying the Target Number of Performance Shares by the Shares Accrued Per Target Performance Share Based on 20212022 Performance.
(2)	Represents the closing price of a share of 3M common stock on the NYSE for December 31, 202130, 2022 ($177.63)119.92), multiplied by the total number of shares accrued (before rounding and excluding dividend equivalents) based on the Company’s 20212022 performance.
(3)	Mr. Patolawala joined the Company and was appointed its Chief Financial Officer effective July 1, 2020.
(4)	Mr. Gibbons joined the Company and was appointed its Group President, Enterprise Operations, effective November 29, 2021.
(5)	In accordance with the terms of the awards, the target number of performance shares subject to each of Ms. Poul’s outstanding performance share awards was reduced based on her July 1, 2022, retirement. Prior to this reduction, the target number of performance shares subject to Ms. Poul’s outstanding performance share awards was as follows: 2022 performance share award — 13,563 shares; 2021 performance share award — 5,899 shares; and 2020 performance share award — 7,616 shares.

Although shares of 3M common stock are accrued annually for each outstanding performance share award, an executive may forfeit all or a portion of the shares otherwise issuable pursuant to his or her award if he or she does not remain employed by the Company throughout the entire three-year performance period.

For additional information concerning the manner in which the compensation of the Named Executive Officers is determined and the role of the Compensation and Talent Committee and its advisors, see “Section II: How we determine executive compensation—compensation — Roles and responsibilities” on page 66.68.

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	Executive compensation

Section V: 20212022 compensation decisions and performance highlights

Michael F. Roman

Chairman of the Board and Chief Executive Officer

Selected 20212022 performance highlights

●	Building from experience of 2020, continued to provide substantive leadership to 3MLed transformation in the face of continued global challenges, navigating the ongoing pandemic, rapidly changing demand for N95 respirators, inflation, and supply chain disruptions while still delivering above-market growth performance with organic sales growth of 8.8 percent.
●	Led comprehensive review3M’s portfolio for value creation and growth, across portfolios, including reprioritizing capital and accelerating support for innovation in high growth markets, entering into definitive agreements to separatethrough the successful completion of the divestiture of the Food Safety business, and combine it with Neogen Corporation through a Reverse Morris Trust transaction, and successfully completedlaying the operational separation ofgroundwork for the Company’s former Drug Delivery Systems business.announced intent to spin-off the Health Care business to create two world-class public companies.
●	Executed onAnnounced 3M’s commitment to exit all PFAS manufacturing by end of 2025 and exceeded net cost savingswork to discontinue use of PFAS across the product portfolio by end of 2025, positioning 3M for continued sustainable growth.
●	Took actions towards the Company’s restructuring efforts announced in December 2020efficient and equitable resolution of litigation related to Combat Arms Earplugs Version 2 (CAEv2) manufactured by 3M’s subsidiary, Aearo Technologies LLC, and continued to advance 3M’s operating model for efficiency and growth.PFAS litigation strategies.
●	Built agility and resilience within 3M through key steps in the face of changing market dynamics. This included taking strong pricing actions to offset inflation and proactively managing costs as demand softened through the year, as well as navigating COVID-related lock downs in China and supply chain disruptions.
●	Led efficient operationthe suspension of 3M resultingbusiness in adjusted earnings per share growthRussia in Q1 2022 and the exit of 14 percent year-on-yearall operations in Russia and adjusted free cash flow conversion of 101 percent and strong financial returns.*Belarus in Q4 2022.
●	Set and announced new sustainabilityDelivered on environmental commitments, exceeding 2022 goals to achievetowards carbon neutrality, reducereduced water use improve(including the implementation of new water quality,reduction technology at the 3M Cordova plant), and reduce use of plastics with accountability to targets established.improved water quality.
●	DeepenedDrove further progress towards 3M’s social justice commitments, delivering on our pledge to invest $50M over five years to address racial opportunity gaps, acceleratingcommitments. This included exceeding goals for U.S. diverse supplier spend, delivering more than a million learning experiences for individuals from underrepresented groups, and investingmore than 40,000 work hours in STEM/skilled trades. Demonstrated transparency through the introduction of our first Diversity, Equity and Inclusion report and took action resulting in sustaining 3M’s employee inclusion index score, advancing representationskills-based service. Additionally, positive advancements continued toward increasing diversity in management globally and inincreasing representation of underrepresented groups in theour U.S., and sustaining 100 percent pay equity in the U.S. and achieving pay equity in key geographies. employee population.
●	Continued the development of 3M’s senior leadership team, including the appointment of a new Group President and Chief Enterprise Operations Officer and a new Executive Vice President, Enterprise Risk Management, and Chief Information & Digital Officer, in additionadvancing the pipeline to several internally promoted appointments. Delivered leadership developmentleadership. Additionally, ensured more than 90 percent of eligible employees completed new Learning Tracks for skill building, and talent pipeline goalssupported the first full year of Work Your Way, 3M’s global, trust-based approach to where, when, and launched new learning content and tracks as part of a multi-year learning ecosystem investment. Introduced a new employee appreciation system (referred to as “Everyday Wins”) that encourages peer and leader appreciation consistently, globally.how work is done.
*	See Appendix A to this Proxy Statement for a reconciliation of adjusted earnings per share growth and adjusted free cash flow conversion to our results for the most directly comparable financial measures as reported under GAAP.

2021 Compensation decisions

In February 2021,2022, the Committee approved, and the independent members of the Board ratified, the following compensation actions with respect to Mr. Roman:

●	a 3.85.6 percent increase, effective April 1, 2021,2022, to base salary (from $1,299,948 to $1,350,000) and target Total Cash Compensation (from $3,575,000$3,712,500 to $3,712,500)$3,918,750), which included a base salary increase (from $1,350,000 to $1,425,000); and
●	the issuance of long-term incentive awards with an aggregate performance-adjusted target grant value of $10.5$11 million, which was split equally between performance shares and stock options.

The increase to Mr. Roman’s target Total Cash Compensation was intended to progress Mr. Roman’shis compensation closer to the market median.

In February 2022,2023, the Committee approved, and the independent members of the Board ratified, a 20212022 AIP payout for Mr. Roman in the amount of $3,131,774,$1,327,676, which represented 133.854.0 percent of his target. See “Section IV: Incentive compensation attainments and awards — 20212022 AIP attainments and payouts” beginning on page 7475 for more information.

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Executive compensation

Monish Patolawala

Executive Vice President, Chief Financial and Transformation Officer

Selected 20212022 performance highlights

●	Accelerated improvementsAs both CFO and transformation officer, played pivotal role in operating rigor, ensuring visualizationthe successful completion of data to drive to root cause of challenges and problem solving, proactive daily management to minimize surprises and navigation of trade-offs, driving growth and efficiency.
●	Advanced organic capital allocation to prioritize investments in infrastructure, ESG and higher growth priorities.
●	Expanded role with new leadership responsibilities for information technology/digital and business development, refreshing our technology transformation roadmap, advancing our enterprise resource planning (ERP) solution, and unlocking value in our portfolio as we entered into definitive agreements to separate the Food Safety business divestiture and combine it with Neogen Corporation through a Reverse Morris Trust transaction.in leading the design for the spin off of Health Care and the separation management.
●	Maintained
●	Supported the creation of a future roadmap for 3M, aligned to strong end-markets where 3M wins, while delivering through tight operating rigor and a strong cash position. This included:

	–	Ensuring prioritization and accountability for critical infrastructure, environmental, safety and social capital allocation, discipline and strongwhile optimizing capital structure with continued proactive focus and disciplineamong other categories for free cash flow conversion, improved working capital efficiency along with the management of indirect taxes, cash tax optimization and others.growth, cost, digital, etc.
	–	Driving continued improvement in operating rigor, championing a daily management discipline with a focus on the “reds” and leaning into the needed trade-off decisions in a dynamic market environment

●	Working with key internal and external partners, supported the Chapter 11 filing and restructuring of Aearo Technologies LLC to help facilitate the efficient and equitable resolution of CAEv2 litigation.
●	Drove speed and agility through structural changes, and applied lean practices to eliminate waste in key process cycle times.compliance culture by strong “tone at the top.”
●	Further advanced 3M’s view on end-market strengths and how 3M can win in these important areas.
●	Built financialContinued the development and operational effectiveness of 3M’s Finance team, building skills and advancing representation, simplifying structure, and eliminating process waste (such as reducing 3M’s closing cycle by three days).
●	Continued to promote business and finance literacy acumenacross 3M through educational podcast series on financial topics, and engagement across the organization in Town Hallsspeaking engagements, podcasts, and other communication forums, connecting prioritiesforums.
●	Actively mentored key talent across 3M and actions to financial outcomes for our stakeholders.championed A3CTION, the 3M Asian employee affinity group in the U.S.

Compensation decisions

In February 2021,2022, the Committee approved the following compensation actions with respect to Mr. Patolawala in recognition of his exceptional performance in 2020:2021:

●	a two9.8 percent increase, effective April 1, 2021,2022, to base salary (from $885,000 to $902,700) and target Total Cash Compensation (from $1,770,000$2,166,480 to $1,805,400)$2,378,354), which included a base salary increase (from $1,083,240 to $1,106,211); and
●	the issuance of long-term incentive awards with an aggregate performance-adjusted target grant value of $4,290,000,$5,590,000, which was split 50 percent performance shares, 25 percent restricted stock units and 25 percent stock options.

In October 2021,May 2022, the Committee approved an extension of Mr. Patolawala’s relocation benefits through December 31, 2022, due to an unanticipated delay in the completion of his new residence as a result of supply chain and labor shortage issues.

In February 2023, the Committee approved a 2022 AIP payout for Mr. Patolawala in the amount of $793,011, which represented 64.8 percent of his target. See “Section IV: Incentive compensation attainments and awards — 2022 AIP attainments and payouts” beginning on page 75 for more information.

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	Executive compensation

Peter D. Gibbons

Group President, Enterprise Operations

Selected 2022 performance highlights

●	Navigated COVID-related lock downs in China and continued supply chain disruptions and constraints throughout 2022, responding to changing market dynamics through the year, such as addressing labor availability shortages during the first half of the year and taking subsequent actions to adjust staffing levels in the second half.
●	Increased operating rigor and visibility to key performance drivers, ultimately driving critical actions to reduce inventory and improve backlog and spending.
●	In his first full year at 3M, evaluated performance and efficiency of operations and service to customers, and announced fundamental steps to redesign the operating model, to deliver improved performance in environmental, health and safety (EHS), inventory, cost, and service.
●	In partnership with SVP EHS & Product Stewardship, assessed and addressed operational improvement actions, setting the tone from the top by personally conducting more than 30 site visits. Together, they developed the Responsible Operations model and launched a focus on “Safety Always” across 3M.
●	Enhanced communication and transparency across the end-to-end supply chain, advanced external and internal leadership talent, and actively championed 3M Pride, the 3M LGBTQ+ global employee resource network.

Compensation decisions

In February 2022, the Committee approved the following compensation actions with respect to Mr. Gibbons:

●	a 11.6 percent increase, effective April 1, 2022, to target Total Cash Compensation (from $1,452,000 to $1,620,000), which included a base salary increase (from $784,806 to $810,000); and
●	the issuance of long-term incentive awards with an aggregate target grant value of $3,020,000, which was split equally between performance shares and restricted stock units.

The increase to Mr. Gibbons’ target Total Cash Compensation was intended to progress his compensation closer to the market median.

In February 2023, the Committee approved a 2022 AIP payout for Mr. Gibbons in the amount of $417,734, which represented 54.0 percent of his target. See “Section IV: Incentive compensation attainments and awards — 2022 AIP attainments and payouts” beginning on page 75 for more information.

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Executive compensation

Jeffrey R. Lavers

Group President, Consumer and Interim Group President, Health Care

Selected 2022 performance highlights

●	Led the Consumer business through a challenging year with headwinds of restricted supply resulting from material shortages and labor constraints, and dynamic changes in demand from the market. In managing through these dynamics, won vendor of the year recognition from several key customers.
●	Took decisive action to adapt to a dynamic market, driving pricing to address inflation, reducing inventory and backlogs, and delivering efficiencies for customers and 3M through geographic and business consolidations and the full integration of Meguiar’s business and systems.
●	Continued to drive portfolio transformation, including the divestiture of two subsidiaries and reprioritization/exit of low gross margin products and portfolios.
●	Saw strong performance of new consumer products in a challenging environment, including gains in digital footprint with data management and the launch of Digital Post-it® notes.
●	Assumed additional responsibility for the interim leadership of the Health Care business mid-year. Health Care markets faced ongoing pandemic related challenges, including labor shortages, supply chain disruptions and inflation. Addressed efficiency and effectiveness through significant reorganization efforts to drive agility and efficiency, and support customer demand.
●	With the announcement of the intent to spin off the Health Care business, actively led and engaged teams on many aspects of enterprise to establish the needed components for an effective and successful transaction.
●	Was champion for the Women’s Leadership Forum and more recently became the Executive Sponsor for the 3M Latin Resource Network, in addition to personal mentoring and supporting development of talent across the enterprise. Advanced social justice commitments through the Consumer business focus on equity in housing.
●	Became a member of the Board for the Retail Industry Leaders Association.

Compensation decisions

In February 2022, the Committee approved the following compensation actions with respect to Mr. Lavers:

●	a 24.7 percent increase, effective April 1, 2022, to target Total Cash Compensation (from $1,198,000 to $1,494,000), which included a base salary increase (from $647,519 to $747,000); and
●	the issuance of long-term incentive awards with an aggregate performance-adjusted target grant value of $2,700,000, which was split equally between performance shares and stock options.

The increase to Mr. Lavers’ target Total Cash Compensation was intended to progress his compensation closer to the market median.

In May 2022, in connection with a significant expansion of Mr. Patolawala’sLavers’ duties and responsibilities to include serving as the Company’s business transformation efforts,Interim Group President, Health Care, in addition to his existing role as Group President, Consumer, the Committee approved a 208.4 percent increase, effective October 20, 2021,July 1, 2022, to his base salary (from $747,000 to $902,700 to $1,083,240)$810,000) and target Total Cash Compensation (from $1,805,400$1,494,000 to $2,166,480)$1,620,000) to better align that portion of his compensation with the breadth of the duties and responsibilities that accompany his expanded role. Given the significant expansion of Mr. Patolawala’sLavers’ duties and responsibilities the vital importance of achieving success with the Company’s ongoing global business transformation efforts, and the strong desire to retain a proven top performing business leader with business transformation experience through a critical transformative period for 3M, the Committee also approved, effective NovemberJuly 1, 2021,2022, a special restricted stock unit award for Mr. PatolawalaLavers with a target grant value of $2,500,000.$1,000,000. The special restricted stock unit award will vest in a single installment on the thirdfirst anniversary of the grant date; provided, that Mr. PatolawalaLavers remains in employment with 3M through such date.

In February 2022,2023, the Committee approved a 20212022 AIP payout for Mr. PatolawalaLavers in the amount of $1,514,739,$293,751, which represented 160.640.3 percent of his target. See “Section IV: Incentive compensation attainments and awards — 20212022 AIP attainments and payouts” beginning on page 7475 for more information.

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	Executive compensation

Michael G. Vale

Ashish K. Khandpur

Group President, TransportationSafety and Electronics Business GroupIndustrial

Selected 20212022 performance highlights

●	Despite headwinds in auto unit builds and electronicsNavigated the Russia business suspension, China lockdowns, supply chain disruptions, led Transportation and Electronics Business Groupseveral force majeure events, through rigorous daily management and driving key actions relating to grow above the Business Composite Index (BCI) (a synthetic market growth rate based on 3M’s end-market exposure)price, productivity, and win market share.portfolio optimization, while maintaining direct engagement with customers and channel partners.
●	Led with agility through changing demands in N95 respirator production to ensure the appropriate supply response to new variants of COVID and adjusting to the changing profile of use across geographies.
●	Continued to advance a pipeline of innovation and a focus on digital, automated, and sustainable programs, including adoption of the RepairStack platform by 1,000 auto body shops in 2022 and continued adoption of the Finesse-itTM paint repair system by automotive plants.
●	Accelerated investmentprogress in the substitution of fluorochemical materials across the Safety and innovationsIndustrial portfolio in growth platformsadvance of 3M’s Transportation and Electronics Business Group (including auto electrification, semiconductors, and data center/5G) that ledannounced intent to significant total sales in 2021 and built relevance and scale for future market growth.work to discontinue use of PFAS across the product portfolio by end of 2025.
●	Made strong progress on global days inventory outstanding (DIO) to accelerate turns and support free cash flow conversion.
●	Prioritized customer experience improvement and strengthened relationships with key customers.
●	SupportedContinued to drive social justice initiative to advance urban safetypromote skills trades. Championed the U.S. based Military Support Network and mobility,was awarded the 3M 2022 US Women’s Leadership Forum Executive Award (an award nominated by the Women’s Leadership Forum employee resource network) as a result of his active leadership connecting with aall employee groups throughout the year and his focus on infrastructure improvementsdiversity, equity, and traffic safety where underrepresented and under-resourced populations are disproportionately at risk.inclusion.
●	Demonstrated continued focus on advancing diverse, global talent through personal mentoring, employee resource network sponsorship and key leadership appointments.

Compensation decisions

In February 2021,2022, the Committee approved the following compensation actions with respect to Mr. Khandpur:Vale:

●	a 5.512.2 percent increase, effective April 1, 2021,2022, to base salary (from $706,434 to $745,566) and target Total Cash Compensation (from $1,307,000$1,444,014 to $1,379,400)$1,620,000), which included a base salary increase (from $780,490 to $810,000); and
●	the issuance of long-term incentive awards with an aggregate performance-adjusted target grant value of $2,081,000, which was split 50 percent performance shares, 25 percent restricted stock units and 25 percent stock options.

The increase to Mr. Khandpur’s target Total Cash Compensation was intended to progress Mr. Khandpur’s compensation closer to the market median.

In February 2022, the Committee approved a 2021 AIP payout for Mr. Khandpur in the amount of $938,589, which represented 150.1 percent of his target. See “Section IV: Incentive compensation attainments and awards — 2021 AIP attainments and payouts” beginning on page 74 for more information.

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Mojdeh Poul

Group President, Health Care Business Group

Selected 2021 performance highlights

●	Delivered high single-digit, above-market growth and expanded operating margins, through agile actions maximizing business results - despite depressed levels of surgical procedures globally, N95 demand declines, and global supply chain challenges.
●	Drove impactful changes across 3M’s Health Care portfolio to unlock value, with the announced separation of 3M’s Food Safety business along with the continued integration, growth, and operational efficiencies driven in the Acelity and M*Modal businesses.
●	Accelerated organic growth through disciplined resource and capital allocation to advance growth portfolios and high impact innovation. Strong 2021 sales growth from new products, including highly successful new product introductions in oral care, biopharma filtration, and food safety, with demand outpacing initial estimates.
●	Instituted business building steering committee within 3M’s Health Care business, accelerating key programs in biopharma, healthcare information technology, and advanced wound care, along with stepped-up focus on growth investments in China.
●	Initiated expansion of 3M’s new Digital Science Community capabilities in Ireland beyond healthcare information technology and into digital wound care and food safety connected solutions.
●	Led social justice initiative to advance health equity, including partnering with a Minnesota coalition of 12 dental organizations and clinics for care access expansion to under-served communities, partnerships with academic institutions, and deploying 3M employee volunteer programs focused on addressing healthcare disparities in underrepresented groups within the communities we serve.
●	Recognized by Health Technology Report as one of the “Top 25 Women Leaders in Medical Devices of 2021”.

Compensation decisions

In February 2021, the Committee approved the following compensation actions with respect to Ms. Poul:

●	a 5.6 percent increase, effective April 1, 2021, to base salary (from $706,325 to $745,566) and target Total Cash Compensation (from $1,306,800 to $1,379,400); and
●	the issuance of long-term incentive awards with an aggregate target grant value of $2,081,000,$3,020,000, which was split 50 percentequally between performance shares 25 percent restricted stock units and 25 percent stock options.

The adjustmentsincrease to Ms. Poul’s base salary andMr. Vale’s target Total Cash Compensation werewas intended to progress herhis compensation closer to the market median.

At the time of her appointment to the position of Group President, Health Care Business Group, in April 2019, Ms. Poul’s base salary and target Total Cash Compensation were set below the median paid to executives serving in similar positions at companies in the executive compensation peer group. In October 2021,February 2023, the Committee approved a 5.3 percent increase, effective November 1, 2021, to base salary (from $745,566 to $784,806) and target Total Cash Compensation (from $1,379,400 to $1,452,000). The increase was designed to bring Ms. Poul’s target Total Cash Compensation up to the median paid to executives serving in similar positions at companies in the executive compensation peer group.

In February 2022 the Committee approved a 2021 AIP payout for Ms. PoulMr. Vale in the amount of $1,229,041,$655,440, which represented 194.884.8 percent of herhis target. See “Section IV: Incentive compensation attainments and awards — 20212022 AIP attainments and payouts” beginning on page 7475 for more information.

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Michael G. ValeMojdeh Poul

Former Group President, Safety and Industrial Business GroupHealth Care

Selected 2021As Ms. Poul retired from employment with the Company effective July 1, 2022, the Company did not conduct a detailed performance highlightsassessment for her.

●	Led efforts of the Safety and Industrial business to achieve volume growth at or above the 2021 Industrial Production Index, both globally and by area.
●	Navigated with agility, the changing demands on N95 respirator production to ensure supply and respond to changing demands through new variants of COVID impacting requirements across geographies.
●	Advanced digital transformation within Safety and Industrial Business Group focused on internal analytics, customer experience, connected platforms, and global connectivity.
●	Delivered on portfolio optimization actions within the business, operations and other structural efficiencies.
●	Led significant improvements in quality and process control systems.
●	Continued to optimize and increase impact of marketing through key transformation programs and operating model alignment.
●	Drove social justice initiative to promote skills trades as a viable career that provides a living wage, focusing on underrepresented students for vocational training for skill trade occupations that 3M and its customers are trying to fill.

Compensation decisions

In February 2021,2022, the Committee approved the following compensation actions with respect to Mr. Vale:Ms. Poul in recognition of her exceptional performance in 2021:

●	a 4.613.8 percent increase, effective April 1, 2021,2022, to base salary (from to $745,890 to $780,490) and target Total Cash Compensation (from $1,380,000$1,452,000 to $1,444,014)$1,652,400), which included a base salary increase (from $784,806 to $826,200); and
●	the issuance of long-term incentive awards with an aggregate target grant value of $2,703,300,$3,926,000, which was split equally between performance shares and restricted stock options.units.

The increase to Mr. Vale’s target Total Cash Compensation was intended to progress Mr. Vale’s compensation closer to the market median.

In February 2022,2023, the Committee approved a 2021prorated 2022 AIP payout for Mr. ValeMs. Poul in the amount of $690,948,$183,107, which represented 105.349.5 percent of his target.her prorated target amount. See “Section IV: Incentive compensation attainments and awards — 20212022 AIP attainments and payouts” beginning on page 7475 for more information.

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Section VI: Ways in which we address risk and governance

Stock ownership guidelines

The Company maintains robust stock ownership guidelines that are intended to align the financial interests of 3M’s Section 16 officers with those of its shareholders. The table below shows the stock ownership guideline for each Named Executive Officer (other than Ms. Poul) and their compliance status as of December 31, 2021.2022. As a former employee, Ms. Poul is no longer subject to the Company’s stock ownership guidelines.

Name		Multiple of Measurement Date Base Salary Required		Compliance Status as of December 31, 2021 2022(1)				Percentage of Named Executive Officers in compliance with the Company’s stock ownership guidelines as of December 31, 2021: 2022: 100%
Michael F. Roman(2)		6x		In compliance
Monish Patolawala(3)		3x		In compliance
Ashish K. KhandpurPeter D. Gibbons		3x		In compliance
Mojdeh Poul(4)Jeffrey R. Lavers		3x		In compliance
Michael G. Vale		3x		In compliance

(1)	In accordance with the terms of the stock ownership guidelines, the number of shares required to be beneficially owned by each Named Executive Officer (other than Mr. Patolawala) in order to maintain compliance was most recently recalculated as of December 31, 2019,2022, using the closing price of a share of 3M common stock on the NYSE for December 31, 2019. Although each30, 2022. Each such Named Executive Officer has until December 31, 2021 or later2025 (November 29, 2026, for Mr. Gibbons) to acquire beneficial ownership of any additional shares required as a result of the recalculation, each such individual beneficially owned a sufficient number of shares on December 31, 2021, to comply.
(2)	As a result of Mr. Roman’s appointment to the position of Chief Executive Officer, effective July 1, 2018, his required ownership level increased from a multiple of one times his annual base salary to a multiple of three times his annual base salary. Although Mr. Roman has until June 30, 2023, to acquire beneficial ownership of a sufficient number of shares to comply with the new ownership level required, he beneficially owned a sufficient number of shares on December 31, 2021, to comply.
(3)	At the time Mr. Patolawala joined the Company as its Chief Financial Officer, effective July 1, 2020, he became subject to a stock ownership requirement of three times his annual base salary. Although Mr. Patolawala has until June 30, 2025, to acquire beneficial ownership of a sufficient number of shares to comply with the ownership level required, he beneficially owned a sufficient number of shares on December 31, 2021, to comply.
(4)	As a result of Ms. Poul’s appointment to the position of Group President, Health Care Business Group (then Executive Vice President, Health Care Business Group), effective July 1, 2018, her required ownership level increased from a multiple of one times her annual base salary to a multiple of three times her annual base salary. Although Ms. Poul has until June 30, 2023, to acquire beneficial ownership of a sufficient number of shares to comply with the new ownership level required, she beneficially owned a sufficient number of shares on December 31, 2021, to comply.recalculation.

Calculation of Required Ownership. The number of shares required to be beneficially owned in order to comply with the guidelines is determined by dividing the specified multiple of the executive’s annual base salary on the calculation date by the closing trading price of 3M common stock on such date.

Calculation Dates. The number of shares required to comply with the guidelines is calculated (or recalculated) on each of the following:

●	the date an executive first becomes subject to the guidelines;
●	the date an executive’s target ownership multiple increases or decreases due to a change in position; and
●	every third anniversary of December 31, 2019.2022.

Grace PeriodPeriod. . Each covered executive is expected to attain beneficial ownership of the required number of shares of 3M stock by the later of the fifth anniversary of his or her appointment to the position triggering the calculation date or, if an executive’s required ownership level increases as a result of a triennial recalculation, the third anniversary of the calculation date. If a covered executive who is within the five-year period described above becomes subject to an increased stock ownership requirement as a result of a triennial recalculation, the covered executive will have until the later of (a) the expiration of the five-year compliance window or (b) the third anniversary of the recalculation date to attain the higher level of ownership.

Shares Counted. For purposes of determining compliance with the stock ownership guidelines, the following shares are considered to be beneficially owned by the covered executive:

●	shares owned directly by a covered executive or by members of the covered executive’s immediate family;
●	shares owned indirectly through a covered executive’s account in the Company’s 401(k) plan or another deferred compensation plan;
●	outstanding shares of restricted stock owned by a covered executive; and
●	shares underlying outstanding restricted stock units held by a covered executive.

Stock Holding Requirements. Requirements. If a covered executive is not making adequate progress to meet the specified level of ownership by the end of the grace period, the guidelines provide that he or she must hold a sufficient number of the after-tax 3M shares received upon the next payout of his or her performance shares to be on track to satisfy the required ownership level.

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For more information concerning the 3M stock ownership of the Named Executive Officers, see “Security ownership of management” beginning on page 108.

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Prohibition of hedging, pledging, and other actions

The Company’s stock trading policies prohibit the Company’s directors and executive officers from (1) purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of the Company’s common stock, including prepaid variable forward contracts, equity swaps, collars, and exchange funds; (2) engaging in short sales related to the Company’s common stock; (3) placing standing orders; (4) maintaining margin accounts; and (5) pledging 3M securities as collateral for a loan. All discretionary transactions in 3M securities by directors and executive officers must be pre-cleared with the Company’s Legal Affairs department.department and conducted during approved trading windows.
		●	No hedging
		●	No short sales
		●	No standing orders
		●	No margin accounts
		●	No pledging

Severance benefits

The 3M Executive Severance Plan provides separation payments and benefits to certain U.S. executives, including the Named Executive Officers, in the event of a qualifying termination of their employment. Among other things, the plan is intended to support talent recruitment and retention objectives (especially at times when there are uncertainties around restructurings and reductions in force) and to provide a consistent approach to executive departures. Additional information concerning the benefits made available under the Severance Plan and the circumstances under which benefits will be made available can be found under “Potential payments upon termination or change in control” beginning on page 96.99.

Clawback policy and other remedial actions

Clawback policy. The Company’s Board of Directors haspreviously adopted a policy under which it is authorized to require reimbursement of certain amounts provided to an executive, as described in the table below.

Potential clawback triggering events		Amounts the Board is authorized to recoup
Issuance of noncompliant financial reports. 3M’s issuance of a financial report that, due to the covered executive’s misconduct, is materially noncompliant with Federal securities laws		All profits realized by the covered executive on the sale of Company securities during the 12-month period following the issuance of the noncompliant financial report
Material restatement –— Misconduct. 3M’s filing of a material restatement of the Company’s financial statements with the Securities and Exchange Commission that is due to a covered executive’s misconduct or failure of risk management		All annual and long-term incentive compensation in excess of amounts that would have been provided based on the restated financial results
Material restatement –— No misconduct. 3M’s filing of a material restatement of the Company’s financial statements with the Securities and Exchange Commission that is not due to a covered executive’s misconduct or failure of risk management		Annual and long-term incentive compensation paid or provided during the three years prior to the date on which the Company commences steps that lead to the filing of the material restatement in excess of amounts that would have been provided based on amended financial statements
Significant misconduct. An act of misconduct by the covered executive that has or might reasonably be expected to cause significant financial or reputational harm to 3M		Annual incentive payments and other amounts paid or provided to the covered executive on or after May 7, 2018, that would not have been awarded or earned if the circumstances surrounding the triggering event had been known to the Board of Directors
Significant risk-management failure. failure. Improper or grossly negligent failure of a covered executive, including in a supervisory capacity, to identify, escalate, monitor or manage, in a timely manner and as reasonably expected, risks material to the Company, which has or might reasonably be expected to cause significant financial or reputational harm to 3M		Annual incentive payments and other amounts paid or provided to the covered executive on or after May 7, 2018, that would not have been awarded or earned if the circumstances surrounding the triggering event had been known to the Board of Directors

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On February 24, 2023, the NYSE proposed the adoption of a new rule that would require all listed companies (including 3M) to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers. Although the Company’s existing policy goes beyond the requirements of the proposed rule in many respects, certain updates would be required in order to ensure compliance with the new rule if implemented as proposed. The Company’s Board of Directors fully intends to bring the Company’s executive compensation recoupment arrangements into compliance with the new requirements of any final rule adopted by the NYSE.

Other remedial actions. Whether or not an executive’s actions trigger a potential clawback, 3M also may take other remedial actions to appropriately address employee conduct that is considered detrimental to the Company. Depending on the circumstances, such other actions may include, without limitation, reducing the executive’s duties and responsibilities, limiting

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the progression of the executive’s career with 3M, reducing the executive’s base salary or target Total Cash Compensation, reducing the target grant value of the executive’s future long-term incentive compensation awards, causing the forfeiture of the executive’s outstanding long-term incentive awards, or terminating the executive’s employment with 3M.

Assessment of risk related to compensation programs

Following completion of a recent compensation risk assessment, the Company concluded that none of its compensation policies and practices is reasonably likely to have a material adverse effect on the Company. In connection with this assessment, the Company completed an inventory of its executive and non-executive compensation programs globally, with particular emphasis on incentive compensation plans or programs. The Committee’s independent compensation consultant, FW Cook, conducted a risk assessment of the Company’s executive compensation policies and practices and reviewed the inventory of non-executive compensation programs compiled by management. The scope of the fiscal 20212022 risk assessment generally was consistent with that conducted in recent years, through which the Company evaluated the primary components of its compensation plans and practices to identify whether those components, either alone or in combination, properly balanced compensation opportunities and risk.

The Company believes that its overall cash versus equity pay mix, balance of shorter-term versus longer-term performance focus, balance of revenue- versus profit-focused performance measures, stock ownership guidelines, forfeiture provisions, and “clawback” policy all work together to provide our employees and executives with incentives to deliver outstanding performance to build long-term shareholder value, while taking only necessary and prudent risks. In this regard, the Company’s strong ethics and its corporate compliance systems, which are overseen by the Audit Committee, further mitigate against excessive or inappropriate risk taking. In addition, the Company’s employee sales plans are designed under global guidelines, where oversight of plan terms, administration, and operation is strong and governance roles are segregated.

Based on its consideration of these assessments, the Committee concurred with the Company’s determination that none of its compensation policies and practices is reasonably likely to have a material adverse effect on the Company.

Tally sheets

The Committee periodically reviews a report comparing the amounts of compensation actually received by the Company’s Named Executive Officers to the amounts reported in its annual proxy statement and summarizing the compensation that would be owed to such individuals in the event of the termination of their employment under certain circumstances. Reviewing this report helps the Committee better understand the Company’s potential obligations to the Named Executive Officers following the termination of their employment. It also helps the Committee better assess the risk of any of the Named Executive Officers leaving the Company prematurely because the Company is not providing sufficient retention incentives.

Tax considerations

Section 162(m) of the Internal Revenue Code disallows a tax deduction to public companies for compensation paid in any given year in excess of $1 million to certain current and former executive officers of the Company (although there historically was an exception to this $1 million annual limitation for performance-based compensation meeting certain requirements set forth in Section 162(m) and the applicable regulations and for compensation paid to a company’s chief financial officer and former executive officers).Company. As a result, we expect that compensation paid per year to our Named Executive Officers and certain other current and former executive officers in excess of $1 million generally will not be deductible, subject to limited exceptions. Interpretations of and changes in applicable tax laws and regulations as well as other factors beyond the control of the Committee can affect deductibility of compensation, and there can be no assurance that compensation paid to our executive officers will be tax deductible. The Committee has in prior years considered the tax implications (including the potential lack of deductibility under Section 162(m)) when making compensation decisions but reserves the right to make future compensation decisions based on other factors. The Committee also reserves the right to make changes or amendments to existing compensation programs and arrangements, including changes or amendments that may result in the loss of tax deductions, if the Committee believes it is in the best interests of the Company and its shareholders to do so.

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Compensation and Talent Committee report

In accordance with the Securities and Exchange Commission’s disclosure requirements for executive compensation, the Compensation and Talent Committee of the Board of Directors of 3M Company (the “Committee”)(Committee) has reviewed and discussed with 3M management the Compensation Discussion and Analysis. Based on this review and these discussions with 3M management, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the 20222023 Proxy Statement of 3M Company and 3M Company’s Annual Report on Form 10-K for the year ended December 31, 2021.2022.

Submitted by the Compensation and Talent Committee

Pamela J. Craig

Michael L. Eskew
James R. Fitterling
Herbert L. Henkel

Amy E. Hood

Suzan Kereere
Gregory R. Page
Patricia A. Woertz

Anne H. Chow joined the Committee after it reviewed, discussed, and recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and, therefore, her name is not included in the above report.

Compensation and Talent Committee interlocks and insider participation

The members of the Compensation and Talent Committee are named in the section titled “Compensation and Talent Committee” on page 44. No members of the Compensation and Talent Committee were officers or employees of 3M or any of its subsidiaries during the year, were formerly 3M officers, or had any relationship otherwise requiring disclosure.

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Executive compensation tables

2021

2022 summary compensation table

The following table shows the compensation earned or received during 2022, 2021, 2020, and 20192020 by each of 3M’s named executive officers (as determined pursuant to the Securities and Exchange Commission’s disclosure requirements for executive compensation in Item 402 of Regulation S-K).

Name and Principal Position		Year		Salary ($)		Bonus ($)(1)		Stock Awards ($)(2)		Option Awards ($)(3)		Non-Equity Incentive Plan Compensation ($)(4)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5)		All Other Compensation ($)(6)		Total ($)
Michael F. Roman Chairman of the Board and Chief Executive Officer		2021		1,337,487		—		5,250,138		5,250,960		3,131,774		2,978,538		251,687		18,200,584
		2020		1,299,948		—		5,000,082		5,001,553		1,582,901		7,709,350		106,513		20,700,347
		2019		1,249,568		—		5,000,094		4,999,946		1,256,671		5,642,262		173,025		18,321,566
Monish Patolawala(7)(8) Executive Vice President, Chief Financial and Transformation Officer		2021		934,096		—		5,717,782		1,072,700		1,514,739		—		177,534		9,416,851
		2020		442,500		700,000		5,655,787		812,409		379,580		—		33,954		8,024,230
Ashish K. Khandpur Group President, Transportation and Electronics Business Group		2021		735,783		—		1,560,977		520,354		938,589		345,069		65,889		4,166,661
		2020		692,848		—		1,134,184		1,134,504		270,855		2,046,029		46,219		5,324,639
		2019		683,422		—		1,748,103		1,748,032		325,583		1,342,856		46,535		5,894,531
Mojdeh Poul(8) Group President, Health Care Business Group		2021		742,296		—		1,560,977		520,354		1,229,041		—		163,903		4,216,571
		2020		683,246		—		1,165,400		1,165,730		305,529		—		107,452		3,427,357
Michael G. Vale Group President, Safety and Industrial Business Group		2021		771,840		—		1,352,712		1,352,901		690,948		30,088		76,363		4,274,852
		2020		745,890		—		1,134,184		1,134,504		845,395		1,886,940		78,283		5,825,196
		2019		737,093		—		1,134,348		1,134,151		396,967		1,619,621		60,282		5,082,462

Name and Principal Position		Year		Salary ($)		Bonus ($)(1)		Stock Awards ($)(2)		Option Awards ($)(3)		Non-Equity Incentive Plan Compensation ($)(4)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5)		All Other Compensation ($)(6)		Total ($)
Michael F. Roman Chairman of the Board and Chief Executive Officer		2022		1,406,250		—		5,500,066		5,500,883		1,327,676		—		296,512		14,031,387
		2021		1,337,487		—		5,250,138		5,250,960		3,131,774		2,978,538		251,687		18,200,584
		2020		1,299,948		—		5,000,082		5,001,553		1,582,901		7,709,350		106,513		20,700,347
Monish Patolawala(7) Executive Vice President, Chief Financial and Transformation Officer		2022		1,100,469		—		4,192,661		1,397,729		793,011		—		193,293		7,677,163
		2021		934,096		—		5,717,782		1,072,700		1,514,739		—		177,534		9,416,851
		2020		442,500		700,000		5,655,787		812,409		379,580		—		33,954		8,024,230
Peter D. Gibbons(8)(9) Group President, Enterprise Operations		2022		803,702		—		3,020,120		—		417,734		—		112,510		4,354,066
Jeffrey R. Lavers(9) Group President, Consumer and Interim Group President, Health Care		2022		753,630		—		2,350,121		1,350,217		293,751		622,284		50,233		5,420,237
Michael G. Vale Group President, Safety and Industrial		2022		802,622		—		1,510,032		1,510,264		655,440		—		70,553		4,548,911
		2021		771,840		—		1,352,712		1,352,901		690,948		30,088		76,363		4,274,852
		2020		745,890		—		1,134,184		1,134,504		845,395		1,886,940		78,283		5,825,196
Mojdeh Poul Former Group President, Health Care		2022		413,881		—		3,926,295		—		183,107		—		102,871		4,626,154
		2021		742,296		—		1,560,977		520,354		1,229,041		—		163,903		4,216,571
		2020		683,246		—		1,165,400		1,165,730		305,529		—		107,452		3,427,357

FOOTNOTES TO 20212022 SUMMARY COMPENSATION TABLE

(1)

The amount in the Bonus column reflects the hiring bonus that Mr. Patolawala negotiated in connection with his commencement of employment with the Company. Although the entire amount of the hiring bonus is shown as 2020 compensation, the actual amount was payable in two installments as follows: $400,000 payable within 30 days of his start date and the remainder payable within 30 days of the first anniversary of his start date, assuming continued employment.

(2)

The amounts in the Stock Awards column reflect the aggregate grant date fair value of such awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation, excluding the effect of estimated forfeitures. Assumptions made in the calculation of these amounts are included in Note 18 to the

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Company’s audited financial statements for the fiscal year ended December 31, 2021,2022, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 9, 2022.8, 2023. The amounts included in this column for the performance share awards made during 20212022 are calculated based on the probable satisfaction of the performance conditions for such awards.awards, determined as of the grant date. If the highest level of performance is achieved for these performance share awards, the maximum value of these awards at the grant date would be as follows: Mr. Roman — $10,500,276;$11,000,132; Mr. Patolawala — $4,290,292;$5,590,245; Mr. KhandpurGibbons — $2,081,286;$3,020,064; Mr. Lavers — $2,700,167; Mr. Vale — $3,020,064; and Ms. Poul — $2,081, 286; and Mr. Vale — $2,705,424.

	$3,926,489.
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(3)	The amounts in the Option Awards column reflect the aggregate grant date fair value of such awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation, excluding the effect of estimated forfeitures. Assumptions made in the calculation of these amounts are included in Note 18 to the Company’s audited financial statements for the fiscal year ended December 31, 2021,2022, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 9, 2022.8, 2023.
(4)	The amounts in the Non-Equity Incentive Plan Compensation column reflect the annual incentive compensation earned by each individual during the year specified pursuant to the Company’s Annual Incentive Plan.
(5)	The amounts in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column reflect the actuarial increase in the present value (if any) of each individual’s pension benefits under all defined benefit pension plans of the Company, determined using the same interest rate and mortality assumptions as those used for financial statement reporting purposes. See Note 13 to the Company’s audited financial statements for the fiscal year ended December 31, 2021,2022, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 9, 2022.8, 2023. Consistent with the reporting requirements of the Securities and Exchange Commission, the change in Mr. Roman’s and Mr. Vale’s pension value is shown as zero because the actuarial change in the present value of their pension benefits, calculated as described in the preceding sentence, decreased by $998,774 and $1,634,408, respectively. There were no above-market or preferential earnings on deferred compensation under the Company’s nonqualified deferred compensation programs.
(6)	See the All Other Compensation table below for details of the amounts reported for 2021.2022.
(7)	Mr. Patolawala joined the Company and was appointed Senior Vice President and Chief Financial Officer, effective July 1, 2020.
(8)	Mr. Gibbons joined the Company and was appointed Group President, Enterprise Operations, effective November 29, 2021.
(9)	No amounts are reported for Mr. PatolawalaGibbons or Ms. PoulMr. Lavers for the year 2019,years 2020 and 2021, since theyeach first became a Named Executive OfficersOfficer after that year.those years.

2021

2022 all other compensation table

Name		401(k) Company Contributions ($)(1)		VIP Excess Company Contributions ($)(2)		Executive Life Insurance ($)(3)		Financial Planning ($)(4)		Personal Aircraft Use ($)(5)		Security Systems/ Services ($)(6)		Other ($)		Total ($)		401(k) Company Contributions ($)(1)		VIP Excess Company Contributions ($)(2)		Executive Life Insurance ($)(3)		Financial Planning ($)(4)		Personal Aircraft Use ($)(5)		Security Systems/ Services ($)(6)		Other ($)(7)		Total ($)
Michael F. Roman		4,875		95,684		23,760		13,500		112,863		1,005		—		251,687		5,063		53,779		23,760		13,501		199,422		987		—		296,512
Monish Patolawala		23,200		126,798		14,036		13,500		—		—		—		177,534		24,400		141,356		14,036		13,501		—		—		—		193,293
Ashish K. Khandpur		6,126		35,024		12,739		12,000		—		—		—		65,889
Peter D. Gibbons																		24,400		64,540		23,570		—		—		—		—		112,510
Jeffrey R. Lavers																		6,863		15,185		14,685		13,500		—		—		—		50,233
Mike G. Vale																		9,150		32,567		15,336		13,500		—		—		—		70,553
Mojdeh Poul		22,314		115,416		14,173		12,000		—		—		—		163,903		24,400		54,737		7,616		12,000		—		—		4,118		102,871
Mike G. Vale		7,971		40,155		14,737		13,500		—		—		—		76,363

FOOTNOTES TO 20212022 ALL OTHER COMPENSATION TABLE

(1)	The amounts shown reflect 3M matching and additional automatic contributions under the tax-qualified 3M Voluntary Investment Plan and Employee Stock Ownership Plan. All eligible employees under this plan may receive 3M matching contributions on their pre-tax or Roth 401(k) contributions to the plan on up to five percent of their eligible pay. Eligible employees hired on or after January 1, 2009, also receive additional automatic 3M retirement income contributions equal to three percent of their eligible pay.
(2)	The amounts shown reflect 3M contributions under the VIP Excess Plan, a nonqualified defined contribution plan. Eligibility for this plan and the Company contributions is limited to employees whose compensation exceeds a limit established by Federal income tax laws for tax-qualified defined contribution plans. The plan permits eligible employees to save additional amounts from their current cash compensation beyond the contribution limits established by Federal tax laws, and to receive Company contributions similar to those provided under the tax-qualified 3M Voluntary Investment Plan and Employee Stock Ownership Plan.
(3)	The amounts shown reflect the amount of premiums paid by the Company on behalf of each individual for additional group term life insurance coverage obtained for them under the Executive Life Insurance Plan.
(4)	These amounts reflect fees for personal financial planning and tax return preparation services paid by the Company on behalf of each individual.
(5)	This amount reflects the aggregate incremental cost to the Company for Mr. Roman’s personal use of corporate aircraft during 2021.2022. This aggregate incremental cost was calculated by combining the variable operating costs of such travel, including the cost of fuel, landing fees, parking fees, trip preparation fees, en route communication charges, en route navigation charges, on-board catering, and crew travel expenses. The Compensation and Talent Committee required Mr. Roman to use the corporate aircraft for all business and personal travel.

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(6)	This amount reflects the expenses incurred by 3M during 20212022 for home security equipment and monitoring services at the personal residence of Mr. Roman.
(7)	The Company inadvertently failed to withhold from Ms. Poul’s 2022 compensation certain amounts the Company was required to withhold and remit to the Internal Revenue Service (IRS). Because Ms. Poul was no longer employed by the Company when the error was discovered, and the failure to make the required payment exposed the Company to potential penalties, the Company remitted a payment, in the amount of $4,118, to the IRS for Ms. Poul’s account.

Grants of plan-based awards

The following table reflects the various equity and non-equity plan awards granted to the Named Executive Officers during 2021.2022. Except for the annual incentive compensation earned by such Named Executive Officers under the Annual Incentive Plan, all of the equity incentive plan awards referred to in this table were granted under the 2016 Long-Term Incentive Plan.

2022 Proxy Statement

89

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Table2022 grants of Contentsplan-based awards table

Executive compensation

						Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2)						Estimated Future Payouts Under Equity Incentive Plan Awards(3)						All Other Stock Awards: Number of Shares of Stock		All Other Option Awards: Number of Securities Underlying		Exercise or Base Price of Option		Grant Date Fair Value of Stock and Option
Name/Award Type(1)		Grant Date		Approval Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		or Units (#)(4)		Options (#)(5)		Awards ($/Sh)(6)		Awards ($)(7)
Michael F. Roman
PSA		03/01/22		02/07/22								7,599		37,997		75,994		—						5,500,066
Stock Option		02/08/22		02/07/22														—		217,083		162.41		5,500,883
AIP		n/a		n/a		14,766		2,460,938		4,921,875								—						—
Monish Patolawala
PSA		03/01/22		02/07/22								3,862		19,310		38,620		—						2,795,123
Stock Option		02/08/22		02/07/22														—		55,159		162.41		1,397,729
RSU		02/08/22		02/07/22														8,605						1,397,538
AIP		n/a		n/a		7,350		1,224,917		2,449,835								—						—
Peter D. Gibbons
PSA		03/01/22		02/07/22								2,086		10,432		20,864		—						1,510,032
RSU		02/08/22		02/07/22														9,298						1,510,088
AIP		n/a		n/a		4,646		774,299		1,548,597								—						—
Jeffrey R. Lavers
PSA		03/01/22		02/07/22								1,865		9,327		18,654		—						1,350,083
Stock Option		02/08/22		02/07/22														—		53,284		162.41		1,350,217
Special RSU(8)		7/01/22		05/09/22														7,783						1,000,038
AIP		n/a		n/a		4,376		729,370		1,458,740								—						—
Michael G. Vale
PSA		03/01/22		02/07/22								2,086		10,432		20,864		—						1,510,032
Stock Option		02/08/22		02/07/22														—		59,600		162.41		1,510,264
AIP		n/a		n/a		4,640		773,381		1,546,762								—						—
Mojdeh Poul
PSA		03/01/22		02/07/22								2,713		13,563		27,126		—						1,963,245
RSU		02/08/22		02/07/22														12,087						1,963,050
AIP		n/a		n/a		4,719		786,449		1,572,897								—						—

2021FOOTNOTES TO 2022 GRANTS OF PLAN-BASED AWARDS TABLE

						Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2)						Estimated Future Payouts Under Equity Incentive Plan Awards(3)						All Other Stock Awards: Number of Shares		All Other Option Awards: Number of Securities		Exercise or Base Price of		Grant Date Fair Value of Stock and
Name/ Award Type(1)		Grant Date		Approval Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		of Stock or Units (#)(4)		Underlying Options (#)(5)		Option Awards ($/Sh)(6)		Option Awards ($)(7)
Michael F. Roman
PSA		03/01/21		02/02/21								5,952		29,761		59,522								5,250,138
Stock Option		02/02/21		02/02/21																207,302		175.02		5,250,960
AIP		n/a		n/a		14,044		2,340,638		4,681,276
Monish Patolawala
PSA		03/01/21		02/01/21								2,432		12,160		24,320								2,145,146
Stock Option		02/02/21		02/01/21																42,349		175.02		1,072,700
RSU		02/02/21		02/01/21														6,128						1,072,523
Special RSU		11/01/21		10/15/21														13,922						2,500,113
AIP		n/a		n/a		5,660		943,410		1,886,820
Ashish K. Khandpur
PSA		03/01/21		02/01/21								1,180		5,899		11,798								1,040,643
Stock Option		02/02/21		02/01/21																20,543		175.02		520,354
RSU		02/02/21		02/01/21														2,973						520,334
AIP		n/a		n/a		3,753		625,517		1,251,034
Mojdeh Poul
PSA		03/01/21		02/01/21								1,180		5,899		11,798								1,040,643
Stock Option		02/02/21		02/01/21																20,543		175.02		520,354
RSU		02/02/21		02/01/21														2,973						520,334
AIP		n/a		n/a		3,786		631,054		1,262,108
Michael G. Vale
PSA		03/01/21		02/01/21								1,534		7,668		15,336								1,352,712
Stock Option		02/02/21		02/01/21																53,411		175.02		1,352,901
AIP		n/a		n/a		3,937		656,171		1,312,342

FOOTNOTES TO 2021 GRANTS OF PLAN-BASED AWARDS TABLE

(1)	Abbreviations: PSA = performance share award; RSU = restricted stock unit award; AIP = annual incentive pay.
(2)	The amounts shown as the Estimated Future Payouts Under Non-Equity Incentive Plan Awards reflect the threshold, target, and maximum amounts that may be earned by each individual during 20212022 under the Annual Incentive Plan.Plan assuming continued employment through the end of the year. If the amounts reported were adjusted to reflect mid-year departures, the amounts shown for Ms. Poul would have been as follows: threshold ($2,215); target ($369,242); and maximum ($738,483). For more information, see “Annual Incentive” beginning on page 69.71.
(3)	The amounts shown as the Estimated Future Payouts Under Equity Incentive Plan Awards with respect to 20212022 performance shares reflect the threshold, target, and maximum number of shares of 3M common stock that may be earned by each individual pursuant to their 20212022 performance share awards. The actual number of shares of 3M common stock to be delivered as a result of these performance shares will be determined by the performance of the Company during the three-year performance period of 2021, 2022, 2023, and 2023,2024, as measured against fourthree performance criteria selected by the Compensation and Talent Committee (Relative Organic VolumeSales Growth, Return on Invested Capital, Earnings per Share Growth, and Free Cash Flow Conversion)Growth). For more information on the performance criteria and formulas used to determine the final number of shares of 3M common stock payable pursuant to

92    3M Company

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	these performance shares, see “2021“2022 performance share awards” beginning on page 70.72.
(4)	The amounts shown as the All Other Stock Awards reflect the number of shares of 3M common stock subject to restricted stock unit awards granted to each individual during 2021.2022. The restricted stock unit awards granted on February 2, 2021,8, 2022, were part of the Company’s annual equity grants made to approximately 6,000 employees. All of the restricted stock units6,050 employees, and they will vest in full on the third anniversary of the grant date.
(5)	The amounts shown as the All Other Option Awards reflect the number of shares of 3M common stock subject to nonqualified stock options granted to each individual during 2021.2022. The options granted on February 2, 2021,8, 2022, were part of the Company’s annual equity grants made to approximately 6,0006,050 employees, and they vest in installments of one-third on each of the first three anniversaries of the grant date.
(6)	The exercise price for all stock options granted to the Named Executive Officers is set at the closing price at which 3M common stock traded on the NYSE on the option grant date.
(7)	The amounts shown as the Grant Date Fair Value of Stock and Option Awards were determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation, excluding the effect of estimated forfeitures, and, in the case of performance share awards, are based upon the probable outcome of the applicable performance conditions at the time of grant. Assumptions made in the calculation of these amounts are included in Note 18 to the Company’s audited financial statements for the fiscal year ended December 31, 2021,2022, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 9, 2022.

	8, 2023.
90	3M Company
(8)	These restricted stock units will vest in full on July 1, 2023. For additional information concerning Mr. Lavers’ special RSU award, see “Section V: 2022 compensation decisions and performance highlights — Jeffrey R. Lavers” on page 84.

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2021

2022 outstanding equity awards at fiscal year-end table

		Option Awards									Stock Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(1)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)
Michael F. Roman																29,761(13)			3,568,939
																7,599(14)			911,320
		25,867					126.72		02/03/24
		39,846					165.94		02/02/25
		48,206					147.87		02/01/26
		52,249					175.76		02/06/27
		56,750					233.63		02/05/28
		36,284					195.52		07/01/28
		146,240					201.12		02/04/29
		154,512		77,256(2)			157.24		02/03/30
		69,100		138,202(3)			175.02		02/01/31
		—		217,083(4)			162.41		02/07/32
Monish Patolawala																12,160(13)			1,458,227
																3,862(14)			463,131
		24,018		12,009(5)			155.43		06/30/30
		14,116		28,233(3)			175.02		02/01/31
		—		55,159(4)			162.41		02/07/32
											6,013(6)			721,079
											6,524(7)			782,358
											6,128(8)			734,870
											13,922(9)			1,669,526
											8,605(10)			1,031,912
Peter D. Gibbons																2,086(14)			250,201
											3,222(11)			386,382
											9,298(10)			1,115,016
Jeffrey R. Lavers																5,899(13)			707,408
																1,865(14)			223,699
		6,270					126.72		02/03/24
		5,862					165.94		02/02/25
		6,828					147.87		02/01/26

2023 Proxy Statement    93

		Option Awards									Stock Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(1)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)
Michael F. Roman																65,352(10)			11,608,476
																59,522(11)			10,572,893
		10,610					101.49		02/04/23
		25,867					126.72		02/03/24
		39,846					165.94		02/02/25
		48,206					147.87		02/01/26
		52,249					175.76		02/06/27
		56,750					233.63		02/05/28
		36,284					195.52		07/01/28
		97,493		48,747(2)			201.12		02/04/29
		77,256		154,512(3)			157.24		02/03/30
				207,302(4)			175.02		02/01/31
Monish Patolawala																13,048(10)			2,317,716
																10,602(10)			1,883,233
																24,320(11)			4,319,962
		12,009		24,018(5)			155.43		06/30/30
				42,349(4)			175.02		02/01/31
											12,026(6)			2,136,178
											6,524(7)			1,158,858
											6,128(8)			1,088,517
											13,922(9)			2,472,965
Ashish K. Khandpur																14,824(10)			2,633,187
																11,798(11)			2,095,679
		7,838					126.72		02/03/24
		25,445					165.94		02/02/25
		29,392					147.87		02/01/26
		29,803					175.76		02/06/27
		27,273					233.63		02/05/28
		34,084		17,043(2)			201.12		02/04/29
		17,524		35,048(3)			157.24		02/03/30
				20,543(4)			175.02		02/01/31
											2,973(8)			528,094

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		Option Awards									Stock Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(1)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)
Mojdeh Poul																15,232(10)			2,705,660
																11,798(11)			2,095,679
		1,634					101.49		02/04/23
		2,921					126.72		02/03/24
		6,194					165.94		02/02/25
		7,203					147.87		02/01/26
		6,749					175.76		02/06/27
		4,899					233.63		02/05/28
		22,114		11,058(2)			201.12		02/04/29
		18,006		36,013(3)			157.24		02/03/30
				20,543(4)			175.02		02/01/31
											2,875(8)			510,686
Michael G. Vale																14,824(10)			2,633,187
																15,336(11)			2,724,134
		43,705					101.49		02/04/23
		31,559					126.72		02/03/24
		49,804					165.94		02/02/25
		58,684					147.87		02/01/26
		49,592					175.76		02/06/27
		27,273					233.63		02/05/28
		22,114		11,058(2)			201.12		02/04/29
		17,524		35,048(3)			157.24		02/03/30
				53,411(4)			175.02		02/01/31

		Option Awards									Stock Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(1)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)
		8,440					175.76		02/06/27
		4,899					233.63		02/05/28
		4,914					201.12		02/04/29
		7,818		3,910(2)			157.24		02/03/30
		13,695		27,391(3)			175.02		02/01/31
		—		53,284(4)			162.41		02/07/32
											7,783(12)			933,337
Michael G. Vale																7,668(13)			919,547
																2,086(14)			250,201
		31,559					126.72		02/03/24
		49,804					165.94		02/02/25
		58,684					147.87		02/01/26
		49,592					175.76		02/06/27
		27,273					233.63		02/05/28
		33,172					201.12		02/04/29
		35,048		17,524(2)			157.24		02/03/30
		17,803		35,608(3)			175.02		02/01/31
		—		59,600(4)			162.41		02/07/32
Mojdeh Poul																2,950(13)			353,764
																452(14)			54,252
		2,921					126.72		02/03/24
		6,194					165.94		02/02/25
		7,203					147.87		02/01/26
		6,749					175.76		02/06/27
		4,899					233.63		02/05/28
		33,172					201.12		02/04/29
		36,012		18,007(2)			157.24		02/03/30
		6,847		13,696(3)			175.02		02/01/31
											2,875(8)			344,770
											11,586(10)			1,389,393

FOOTNOTES TO 20212022 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

(1)	The market value of performance shares or RSUsrestricted stock units that have not vested was determined by multiplying the closing price of a share of 3M common stock on the NYSE for December 31, 202130, 2022 ($177.63)119.92), by the number of performance shares or RSUsrestricted stock units shown, respectively.
(2)	These stock options vested in full on February 5, 2022.4, 2023.
(3)	These stock options vested or will vest in installments of one-half on each of February 4, 2022,2, 2023, and February 4, 2023.2, 2024.
(4)	These stock options vested or will vest in installments of one-third on each of February 2, 2022,8, 2023, February 2, 2023,8, 2024, and February 2, 2024.8, 2025.
(5)	These stock options will vest in installments of one-halffull on each of July 1, 2022, and July 1, 2023.
(6)	These restricted stock units will vest in installments of one-halffull on each of July 1, 2022, and July 1, 2023, or immediately in the event of Mr. Patolawala’s termination of employment by the Company for reasons other than misconduct or his resignation for good reason.
(7)	These restricted stock units will vest in full on July 1, 2025, or immediately in the event of Mr. Patolawala’s termination of employment by the Company for reasons other than misconduct or his resignation for good reason.
(8)	These restricted stock units will vest in full on February 2, 2024.
(9)	These restricted stock units will vest in full on November 1, 2024.
(10)	The shares of 3M common stock to be delivered as a result of the Company’s performance over the three-year performance period ending December 31, 2022, will not vest until December 31, 2022. Under the terms of the awards, these shares of 3M common stock will be delivered no later than March 15, 2023, unless deferred by the executive. In accordance with the Securities and Exchange Commission’s regulations, the number of shares and payout value for these performance shares reflect the maximum payout under the formula for this grant since the Company’s performance during the first two years of the three-year performance period has exceeded the target levels for this grant.
(10)	These restricted stock units will vest in full on February 8, 2025.
(11)	These restricted stock units will vest in full on December 1, 2023.

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(12)	These restricted stock units will vest in full on July 1, 2023.
(13)	The shares of 3M common stock to be delivered as a result of the Company’s performance over the three-year performance period ending December 31, 2023, will not vest until December 31, 2023. Under the terms of the awards, these shares of 3M common stock will be delivered no later than March 15, 2024, unless deferred by the executive. In accordance with the Securities and Exchange Commission’s regulations, the number of shares and payout value for these performance shares reflect the maximumtarget payout under the formula for this grant since the Company’s performance during the first two years of the three-year performance period exceeded the threshold levels for this grant.
(14)	The shares of 3M common stock to be delivered as a result of the Company’s performance over the three-year performance period ending December 31, 2024, will not vest until December 31, 2024. Under the terms of the awards, these shares of 3M common stock will be delivered no later than March 15, 2025, unless deferred by the executive. In accordance with the Securities and Exchange Commission’s regulations, the number of shares and payout value for these performance shares reflect the threshold payout under the formula for this grant since the Company’s performance during the first year of the three-year performance period has exceededdid not exceed the target levelsthreshold level for this grant.

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2021

2022 option exercises and stock vested table

		Option Exercises and Stock Vested										Option Exercises and Stock Vested
		Option Awards					Stock Awards					Option Awards					Stock Awards
Name		Number of Shares Acquired on Exercise (#)			Value Realized on Exercise ($)(1)		Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)(2)		Number of Shares Acquired on Exercise (#)			Value Realized on Exercise ($)(1)		Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)(2)
Michael F. Roman		9,747	(3)		1,071,878		23,428	(7)		3,804,864		10,610(3)			474,479		35,281(4)			4,124,390
Monish Patolawala		—			—		6,013	(8)		1,197,128		—			—		18,639(5)			2,248,594
Ashish K. Khandpur		6,505	(4)		620,390		8,191	(9)		1,330,247
Peter D. Gibbons												—			—		3,221(6)			405,814
Jeffrey R. Lavers												—			—		1,786(7)			208,747
Michael G. Vale												43,705(3)			1,832,769		8,002(8)			935,490
Mojdeh Poul		778	(5)		86,160		5,413	(10)		880,864		1,634(3)			82,010		7,355(9)			858,906
Michael G. Vale		30,875	(6)		2,705,910		5,315	(11)		863,219

FOOTNOTES TO 20212022 OPTION EXERCISES AND STOCK VESTED TABLE

(1)	The amounts shown as Value Realized on Exercise were determined by multiplying the number of shares acquired on exercise by the difference between the closing price of a share of 3M common stock on the NYSE for the exercise date and the per share exercise price of the options.
(2)	The amounts shown as Value Realized on Vesting were determined by multiplying the number of shares acquired on vesting by the closing price of a share of 3M common stock on the NYSE for the vesting date.
(3)	The stock options exercised by each of Mr. Roman, were granted on February 7, 2012,Mr. Vale, and had an exercise price of $87.89 per share.
(4)	The stock options exercised by Mr. KhandpurMs. Poul were granted on February 5, 2013, and had an exercise price of $101.49 per share.
(5)	The stock options exercised by Ms. Poul were granted on February 7, 2012, and had an exercise price of $87.89 per share.
(6)(4)	The stock options exercised by Mr. Vale were granted on February 7, 2012, and had an exercise price of $87.89 per share.
(7)	Reflects the number of shares earned by Mr. Roman upon the vesting of performance shares granted to him under the 2016 Long-Term Incentive Plan. All 23,42835,281 of these shares were attributable to his 20192020 performance shares (including dividend equivalent rights) for which the three-year performance period was completedended on December 31, 2021.2022. Mr. Roman previously elected to defer receipt of all of the shares issuable pursuant to his 20192020 performance shares until following his termination of employment.
(8)(5)	Reflects the number of shares earned by Mr. Patolawala upon the vesting of restricted stock units and performance shares granted to him under the 2016 Long-term Incentive Plan. Of this total number of shares, 6,013 were attributable to restricted stock units granted on July 1, 2021, under2020, and 12,626 were attributable to his 2020 performance shares (including dividend equivalent rights) for which the 2016 Long-Term Incentive Plan.three-year performance period ended on December 31, 2022.
(9)(6)	Reflects the number of shares earned by Mr. KhandpurGibbons upon the vesting of restricted stock units granted to him on December 1, 2021, under the 2016 Long-term Incentive Plan.
(7)	Reflects the number of shares earned by Mr. Lavers upon the vesting of performance shares granted to him under the 2016 Long-TermLong-term Incentive Plan. All 8,1911,786 of these shares were attributable to his 20192020 performance shares (including dividend equivalent rights) for which the three-year performance period was completedended on December 31, 2021.2022.
(10)(8)	Reflects the number of shares earned by Mr. Vale upon the vesting of performance shares granted to him under the 2016 Long-term Incentive Plan. All 8,002 of these shares were attributable to his 2020 performance shares (including dividend equivalent rights) for which the three-year performance period ended on December 31, 2022.
(9)	Reflects the number of shares earned by Ms. Poul upon the vesting of restricted stock units and performance shares granted to her under the 2016 Long-TermLong-term Incentive Plan. Of this total number of shares, 98501 were attributable to restricted stock units granted on February 2, 20218, 2022, and 5,3156,854 were attributable to her 20192020 performance shares (including dividend equivalent rights) for which the three-year performance period was completedended on December 31, 2021. Ms. Poul previously elected to defer receipt of all of the shares issuable pursuant to her 2019 performance shares until following her termination of employment.
(11)	Reflects the number of shares earned by Mr. Vale upon the vesting of performance shares granted to him under the 2016 Long- Term Incentive Plan. All 5,315 of these shares were attributable to his 2019 performance shares (including dividend equivalent rights) for which the three-year performance period was completed on December 31, 2021.2022.

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Pension benefits

The following table shows the present value of the accumulated benefits payable to each of the Named Executive Officers, as well as the number of years of service credited to each individual, under each of the Company’s defined benefit pension plans determined using the same interest rate and mortality assumptions as those used for financial statement reporting purposes. See Note 13 to the Company’s audited financial statements for the fiscal year ended December 31, 2021,2022, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 9, 2022.8, 2023.

20212022 pension benefits table

Name		Plan Name		Number of Years Credited Service (#)		Present Value of Accumulated Benefits ($)		Payments During Last Fiscal Year ($)		Plan Name		Number of Years Credited Service (#)		Present Value of Accumulated Benefits ($)		Payments During Last Fiscal Year ($)
Michael F. Roman		Employee Retirement Income Plan		33		2,128,942		—		Employee Retirement Income Plan		34		1,774,844		—
		Nonqualified Pension Plan		33		24,680,355		—		Nonqualified Pension Plan		34		24,035,679		—
Monish Patolawala		None		—		—		—		None		—		—		—
Ashish K. Khandpur		Employee Retirement Income Plan		27		1,403,743		—
Peter D. Gibbons										None		—		—		—
Jeffrey R. Lavers										Employee Retirement Income Plan		35		1,644,359		—
										Nonqualified Pension Plan		35		4,818,375		—
Michael G. Vale										Employee Retirement Income Plan		30		1,108,438		—
		Nonqualified Pension Plan		27		5,510,883		—		Nonqualified Pension Plan		30		5,091,991		—
Mojdeh Poul		None		—		—		—		None		—		—		—
Michael G. Vale		Employee Retirement Income Plan		29		1,541,739		—
		Nonqualified Pension Plan		29		6,293,098		—

The Employee Retirement Income Plan (“ERIP”)(ERIP) is a tax-qualified defined benefit pension plan maintained by 3M for its eligible employees in the United States. Effective January 1, 2001, the Company amended the ERIP to include a pension equity formula for (1) employees hired or rehired on or after January 1, 2001, and (2) employees who voluntarily elected the pension equity formula during the one-time choice election period in 2001. The ERIP was closed to new participants effective January 1, 2009, meaning that employees hired or rehired on or after January 1, 2009 (including Mr. Patolawala, Mr. Gibbons, and Ms. Poul), do not participate in the plan. Of the Named Executive Officers, Mr. Roman and Mr. Khandpur,Lavers, participate under the non-pension equity formula of the ERIP (referred to as the Portfolio I Plan), while Mr. Vale participates under the pension equity formula of the ERIP (referred to as the Portfolio II Plan). Retirement benefits under the ERIP are based on an employee’s years of service and average annual earnings during the employee’s four highest-paid consecutive years of service. As applied to the Named Executive Officers, earnings for purposes of the ERIP include base salary and target annual incentive compensation. All benefits earned under the ERIP by the Named Executive Officers will be payable in the form of life annuities, unless an individual elects at the time their employment ends to receive the entire amount of his or her earned pension benefits in the form of a single lump-sum cash payment.

Under the Portfolio I Plan, employees earn annual benefits payable at retirement generally equal to 1.15 percent of their high-four average annual earnings multiplied by their years of service plus 0.35 percent of their high-four average annual earnings in excess of a Social Security breakpoint multiplied by their years of service (up to a maximum of 35 years). The Social Security breakpoint is an average of the Social Security taxable wage bases for each of the 35 years ending with the year each employee qualifies to receive unreduced Social Security retirement benefits. Under the Portfolio I Plan, an employee may retire with an unreduced pension at age 60 (61 or 62 for employees born after 1942 and 1959, respectively). If the employee’s age and service at the time of retirement total at least 90 (91 or 92 for employees born after 1942 and 1959, respectively) the employee also would receive a Social Security bridge payment until age 62. As of March 13, 2022, none of the Named Executive Officers were2023, Mr. Lavers was eligible to retire with reduced early retirement benefits.benefits, with the reduction being equal to 5 percent of the pension otherwise payable for each year that he retires prior to age 62. Mr. Roman is eligible to retire with unreduced retirement benefits.

Under the Portfolio II Plan, employees earn pension credits (from 3 percent to 12 percent) for each year of employment based on their age and accumulated years of service under the plan. Once their employment ends, these accumulated pension credits are multiplied by their high-four average annual earnings and added to an amount determined by multiplying one-half of these accumulated pension credits by their high-four average annual earnings in excess of a Social Security integration level (70 percent of the Social Security taxable wage base in the year employment ends). The sum of these two amounts is then converted into an annuity payable over the lifetime of the employee using fixed conversion factors. The Portfolio II Plan does not provide any subsidies for early retirement.

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As a tax-qualified plan, the ERIP is subject to a variety of limits that apply to both the amount of any employee’s earnings that may be considered when determining the benefits earned under the plan as well as the maximum amount of benefits that any employee may earn. The Nonqualified Pension Plan is designed to provide additional benefits to employees, including the Named Executive Officers, affected by these limits. The amount of benefits earned under

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this Nonqualified Pension Plan generally equals the amount of benefits an employee was not able to earn under the ERIP as a result of the limits imposed by Federal tax laws. The benefits earned under this Nonqualified Pension Plan generally are paid in the form of a single lump-sum cash payment following the termination of their employment (subject to any applicable delay under Federal tax laws). Each of the Named Executive Officers (other than Mr. Khandpur) who participates in the Nonqualified Pension Plan was given a one-time opportunity during 2008 to elect to receive their benefits earned under such plan in the form of a life annuity following their retirement, and none of them elected to receive their benefits in the form of a life annuity.

Nonqualified deferred compensation

The following table reflects the participation during 20212022 by the Named Executive Officers in three nonqualified deferred compensation plans offered by the Company. The Deferred Compensation Excess Plan allows eligible employees to defer for a number of years or until retirement from the Company the receipt of a portion of their base salary and annual incentive compensation. The Performance Awards Deferred Compensation Plan allows eligible employees to defer for a number of years or until retirement from the Company the payout of their performance share awards under the 2016 Long-Term Incentive Plan. The VIP Excess Plan allows eligible employees to defer until retirement from the Company the receipt of a portion of their base salary and annual incentive compensation. All three plans generally allow the eligible employees to elect to receive payment of their account balances in the form of either a single lump sum payment or in up to ten annual installments. With the exception of deferrals of performance shares under the Performance Awards Deferred Compensation Plan, earnings are credited to the amounts deferred under all three plans based on the returns paid on the investment funds available to participants in 3M’s qualified 401(k) plan or a fixed rate of return based on corporate bond yields (as selected by each participant). Earnings are credited to the deferrals of performance shares under the Performance Awards Deferred Compensation Plan based on the return on shares of 3M common stock, including reinvested dividends.

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2022 nonqualified deferred compensation table

Name		Executive Contributions in Last FY ($)(1)		Registrant Contributions in Last FY ($)(2)		Aggregate Earnings in Last FY ($)(3)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)(4)		Executive Contributions in Last FY ($)(1)		Registrant Contributions in Last FY ($)(2)		Aggregate Earnings in Last FY ($)(3)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)(4)
Michael F. Roman
VIP Excess Plan		272,539		60,834		21,395				1,909,303		421,427		94,371		29,940		—		2,455,041
Deferred Compensation Excess Plan						2,855				238,779		—		—		4,358		—		243,137
Performance Awards Deferred Compensation Plan		2,421,957				370,593				8,043,187		3,682,401		—		(3,227,654)		—		8,497,935
Monish Patolawala
VIP Excess Plan		55,062		70,040		6,986				136,945		156,112		177,442		(45,615)		—		424,884
Deferred Compensation Excess Plan												—		—		—		—		—
Performance Awards Deferred Compensation Plan												—		—		—		—		—
Ashish K. Khandpur
Peter D. Gibbons
VIP Excess Plan												39,046		43,652		(365)		—		82,333
Deferred Compensation Excess Plan												13,949		—		52		—		14,001
Performance Awards Deferred Compensation Plan												—		—		—		—		—
Jeffrey R. Lavers
VIP Excess Plan												114,639		23,544		(77,477)		—		697,351
Deferred Compensation Excess Plan												—		—		—		—		—
Performance Awards Deferred Compensation Plan												—		—		—		—		—
Michael G. Vale
VIP Excess Plan		81,164		20,000		167,372				1,248,150		122,107		33,632		(259,255)		—		1,685,912
Deferred Compensation Excess Plan												—		—		(165,962)		—		1,019,527
Performance Awards Deferred Compensation Plan		712,772				149,785				3,243,335		—		—		(2,101,744)		—		4,999,094
Mojdeh Poul
VIP Excess Plan		85,283		69,240		93,668				934,552		143,792		107,034		(135,698)		—		1,049,680
Deferred Compensation Excess Plan												—		—		—		—		—
Performance Awards Deferred Compensation Plan												830,709		—		(191,071)		—		639,638
Michael G. Vale
VIP Excess Plan		142,224		44,788		138,058				1,789,427
Deferred Compensation Excess Plan		702,079				94,018				1,185,490
Performance Awards Deferred Compensation Plan		718,122				329,040				7,100,838

FOOTNOTES TO 20212022 NONQUALIFIED DEFERRED COMPENSATION TABLE

(1)	With the exception of the amounts contributed by Mr. Roman Mr. Khandpur, and Mr. ValeMs. Poul from the payout of their performance share awards for the 2018-20202019-2021 performance period, all amounts contributed by these individuals during 20212022 have been included

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	in the Summary Compensation Table as Salary, Stock Awards, or Non-Equity Incentive Plan Compensation earned in 2019, 2020, 2021, or 2021.2022. The Summary Compensation Table does not reflect any portion of the contributions from the payout of Mr. Roman’s Mr. Khandpur’s, and Mr. Vale’sMs. Poul’s performance share awards for the 2018-20202019-2021 performance period because those awards were granted in 2018.prior to the earliest year covered by the Summary Compensation Table.
(2)	The amounts shown reflect 3M contributions under the VIP Excess Plan, a nonqualified defined contribution plan. Eligibility for this plan and the Company contributions is limited to employees whose compensation exceeds a limit established by Federal income tax laws for tax-qualified defined contribution plans. The plan permits eligible employees to save additional amounts from their current cash compensation beyond the contribution limits established by Federal tax laws, and to receive Company contributions similar to the Company contributions provided under the tax-qualified 3M Voluntary Investment Plan and Employee Stock Ownership Plan. All amounts contributed by the Company on behalf of these individuals during 20212022 are included in the “All Other Compensation” column of the Summary Compensation Table.
(3)	None of these amounts are included in the Summary Compensation Table as compensation earned in 2021,2022, since none of the Company’s nonqualified deferred compensation plans provide above-market or preferential earnings.
(4)	Includes the following amounts reported as compensation for 20192020 and 20202021 in the Summary Compensation Table: Mr. Roman — $480,529;$851,884; Mr. Patolawala — $7,112;$292,785; Mr. KhandpurGibbons — $125,310;$0; Mr. Lavers — $0; Mr. Vale — $1,046,979; and Ms. Poul — $93,035; and Mr. Vale — $1,247,864.$427,313.

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Potential payments upon termination or change in control

As reflected in the Compensation Discussion and Analysis portion of this Proxy Statement, 3M has no employment agreements with any of the Named Executive Officers nor does it have any change in control plans or arrangements that would provide benefits to any of the Named Executive Officers solely in the event of a change in control of the Company. We also do not have any agreements that would provide automatic “single-trigger” accelerated vesting of equity compensation or excise tax gross-up payments to any of our Named Executive Officers in the event of a change in control of the Company. 3M does maintain a severance plan that provides separation benefits to eligible U.S. employees (including the Named Executive Officers) who incur a qualifying termination. In addition, certain of the Company’s executive compensation and benefit plans provide all participants (including the Named Executive Officers) with certain rights or the right to receive payments in the event of the termination of their employment or upon a change in control of the Company. The terms applicable to these potential rights or payments in various situations are described below. Payments or benefits under other plans and arrangements that generally are provided on a non-discriminatory basis to all similarly situated employees of the Company upon the termination of their employment are not described, including:

●	accrued base salary;
●
●	annual incentive earned with respect to completed performance periods;
●
●	retiree welfare benefits provided to substantially all of the Company’s U.S. employees, including retiree medical benefits;
●
●	distribution of vested account balances under the Company’s qualified 401(k) plan;
●
●	accrued pension benefits under the Company’s defined benefit pension plans payable following an employee’s retirement or other termination of employment (the amounts of these benefits earned by the Named Executive Officers are reported in the 20212022 Pension Benefits Table);
●
●	life insurance benefits generally available to all salaried employees; and
●
●	distribution of account balances under the Company’s nonqualified deferred compensation plans (the account balances of the Named Executive Officers are reported in the 20212022 Nonqualified Deferred Compensation Table).

Rights and payments upon retirement

Following retirement (as described below), the Named Executive Officers are entitled to receive:

●	continued vesting of stock options previously granted under the Company’s stock plans, and the opportunity to exercise vested stock options previously granted under such plans during the remainder of the original term (up to 10 years) of such options;
●
●	an annual incentive plan payment for the year of retirement, prorated based on the number of days worked prior to the date of separation;
●
●	for those Named Executive Officers initially appointed to a 3M executive position before January 1, 2006, or after December 31, 2017, payment for all previously granted performance shares upon completion of the respective three-year performance period (prorated to reflect the portion of the year worked only with respect to the performance shares granted in the year of retirement) and based on actual performance; and
●
●	for those Named Executive Officers initially appointed to a 3M executive position on or after January 1, 2006, and on or before December 31, 2017, payment for all previously granted performance shares upon completion of the respective three-year performance period (prorated to reflect the portion of the three-year performance period completed prior to the date of the Named Executive Officer’s retirement) and based on actual performance.

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For this purpose, the term “Retirement” means a termination of employment with the Company after attaining age 55 with at least 10 years of service (age 55 with at least five years of service for stock options granted before January 1, 2016).

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Rights and payments upon termination due to death

In the event of the termination of their employment due to death, the Named Executive Officers are entitled to receive:

●	immediate vesting of all unvested stock options and restricted stock units previously granted under the Company’s stock plans, and the opportunity for the Named Executive Officer’s estate or beneficiaries to exercise all vested stock options during the two-year period following the date of death (but not beyond the original expiration date of any such stock option);
●
●	payment to the Named Executive Officer’s estate or beneficiaries, no later than March 15 of the year following the year in which the Named Executive Officer died, for all previously granted performance shares (in the same amount as paid for the performance shares granted to other Named Executive Officers if the date of death occurs after the end of the three-year performance period for such shares, and at the lesser of the target value or such other amount as determined by the Committee in its discretion if the date of death occurs before the end of the three-year performance period for such shares); and
●
●	payment to the Named Executive Officer’s beneficiaries of the proceeds from the life insurance policies provided for such Named Executive Officer pursuant to the Company’s Executive Life Insurance Plan.

Rights and payments upon termination due to disability

In the event of the termination of their employment due to disability, the Named Executive Officers are entitled to receive:

●	continued vesting of stock options previously granted under the Company’s stock plans, and the opportunity to exercise vested stock options previously granted under such plans during the remainder of the original term (up to 10 years) of such options;
●
●	immediate vesting of all restricted stock units previously granted under the Company’s stock plans; and
●
●	payment for all previously granted performance shares upon completion of the respective three-year performance period, based on actual performance.

Rights and payments upon a qualifying termination not in connection with a change in control

The Company maintains the 3M Executive Severance Plan (which we refer to as the “Severance Plan”) to provide separation benefits for certain U.S. executives (including our Named Executive Officers) in the event an eligible employee’s employment is terminated by 3M other than for Misconduct or an eligible employee resigns for Good Reason. An eligible employee who becomes entitled to benefits under the Severance Plan receives the following:

●	continued payment of his or her annual base salary for a number of months (24 months for the Chief Executive Officer, and 18 months for all other Named Executive Officers);
●
●	continued payment of annual incentive payments that would have been paid if the participant remained employed through the end of the severance payment period, calculated based on actual results for the relevant year, using the participant’s final performance rating as of the end of the applicable year (or if none, a performance rating of “fully meets expectations” or equivalent), and prorated based on the number of days in the year preceding the end of the severance period (if the severance payment period ends prior to the end of a year); provided, however, that any such annual incentive payment related to the period following the participant’s termination of employment will not exceed 100 percent of the prorated target annual incentive compensation opportunity that otherwise would have been in effect for such period if he or she remained employed with the Company;
●
●	an opportunity to exercise all vested stock options and stock appreciation rights following the participant’s termination and prior to the expiration date of such award;
●
●	accelerated vesting and payment of a prorated portion of the participant’s outstanding “annual” restricted stock units, with proration based on the number of full years of the participant’s completed service over the number of years required to vest under the original vesting schedule;
●
●	outstanding performance share awards will not be forfeited solely as a result of the participant’s termination, and the target number of shares under each award will be prorated based on the number of months the participant worked during the applicable performance period;
●
●	full vesting of the participant’s VIP company contribution account; and
●
●	outplacement services in accordance with 3M’s policy.

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In addition, if Mr. Patolawala voluntarily resigns from employment with the Company for Good Reason or his employment is terminated by the Company other than for Misconduct, he also will be entitled to receive accelerated vesting of certain make-whole and inducement equity awards granted in connection with his commencement of employment, subject to Mr. Patolawala’s execution of an effective and irrevocable general release of all claims against the Company and its affiliates and without duplication of any benefits to which he may become entitled under the Severance Plan. These additional benefits are not part of the Severance Plan but were negotiated in connection with Mr. Patolawala’s commencement of employment.

Any severance payments under the Severance Plan will reduce on a dollar-for-dollar basis (but not below $0) any amounts the participant may otherwise be eligible to receive under his or her non-competition agreement with 3M. In addition, severance payments will cease in the event the participant becomes reemployed by 3M.

The Severance Plan does not provide severance benefits to employees who terminate pursuant to a mandatory retirement policy adopted by the Board. Employees who terminate in connection with a spinoff, divestiture or similar transaction involving the employee’s business unit may be eligible to participate at the discretion of the Company. To be eligible to receive benefits under the Severance Plan, an employee must execute and not revoke a general release of claims in favor of the Company in a form approved by the Company.

In the event a Named Executive Officer’s payments under the Severance Plan would be subject to an excise tax on “parachute payments” in connection with a change in control of the Company due to the application of Section 280G of the Internal Revenue Code, the Named Executive Officer will not be entitled to a “gross-up.” Instead, the Named Executive Officer’s “parachute payments” may be reduced if such reduction would provide the Named Executive Officer with a greater post-tax benefit than he or she would receive if the excise taxes were to apply.

For purposes of the Severance Plan and Mr. Patolawala’s special equity benefits, the terms “Misconduct” and “Good Reason” mean the following:

“Misconduct” means (i) the employee’s willful failure to substantially perform his or her duties (other than a failure resulting from his or her disability); (ii) the employee’s willful failure to carry out, or comply with any lawful and reasonable directive of the Board or his or her immediate supervisor; (iii) the occurrence of any act or omission by the employee that could reasonably be expected to result in (or has resulted in) his or her conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or indictable offense or crime involving moral turpitude; (iv) the employee’s commission of an act of fraud, embezzlement, misappropriation, misconduct, or breach of fiduciary duty against the Company or any of its subsidiaries or affiliates or any of their officers, directors, employees, customers, suppliers, insurers or agents; (v) for purposes of the Severance Plan only, the employee’s material breach of any material provision of any written agreement with the Company or any subsidiary; (vi) any action (or inaction) by the employee that 3M reasonably determines constitutes gross negligence or misconduct in the performance of his or her duties and responsibilities; or (vii) any other intentional misconduct by the Named Executive Officer that significantly affects the business or affairs of the Company or any subsidiary in an adverse manner.

“Good Reason” means, with respect to a voluntary termination occurring within 18 months following a change in control of the Company, (i) a material diminution in the employee’s position, authority, duties or responsibilities as in effect immediately prior to the change in control, (ii) a material diminution in the employee’s base salary or annual planned cash compensation, or (iii) a material change in the geographic location at which the employee is required to perform services for his or her employer. If the voluntary termination does not occur within 18 months following a change in control, “Good Reason” means (i) a material diminution in the employee’s base salary or annual planned cash compensation, other than an across-the-board reduction that applies to all comparable positions, or (ii) a change in excess of 100 miles in the primary work location at which the employee is required to perform services for his or her employer. For terminations that do not occur within 18 months following a change in control, the employee will be required to provide written notice to the Company of the grounds for a Good Reason termination within 30 days of the initial existence of such grounds, and the Company has 30 days from the date of such notice to cure such circumstances. An employee must terminate employment for Good Reason within 60 days after the first occurrence of the applicable grounds.

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Rights and payments upon a qualifying termination in connection with a change in control

If the Company terminates a Named Executive Officer’s employment for reasons other than Misconduct (or for awards granted prior to May 10, 2016, reasons other than Cause) or if a Named Executive Officer resigns for Good Reason, in any such case within 18 months following a “change in control event” of the Company (as defined for purposes of Section 409A of the Internal Revenue Code), then in addition to any benefits provided under the Severance Plan and the special benefits provided to Mr. Patolawala described above, all of the Named Executive Officer’s outstanding unvested

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stock options and restricted stock units granted under the Company’s stock plans will be immediately vested and all of such Named Executive Officer’s outstanding performance shares will be prorated and settled in accordance with the terms of the plan.

For purposes of our outstanding long-term incentive awards, the terms “Misconduct,” “Cause,” and “Good Reason” mean the following:

“Misconduct” means (i) the Named Executive Officer’s willful failure to substantially perform his or her duties (other than a failure resulting from his or her disability); (ii) the Named Executive Officer’s willful failure to carry out, or comply with any lawful and reasonable directive of the Board or his or her immediate supervisor; (iii) the occurrence of any act or omission by the Named Executive Officer that could reasonably be expected to result in (or has resulted in) his or her conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or indictable offense or crime involving moral turpitude; (iv) the Named Executive Officer’s commission of an act of fraud, embezzlement, misappropriation, misconduct, or breach of fiduciary duty against the Company or any of its subsidiaries or affiliates or any of their officers, directors, employees, customers, suppliers, insurers or agents; (v) the Named Executive Officer’s material breach of any material provision of any written agreement with the Company or any subsidiary; or (vi) any other intentional misconduct by the Named Executive Officer that significantly affects the business or affairs of the Company or any subsidiary in an adverse manner.

“Cause” means a material violation of any policy of the Company, or embezzlement or theft of property belonging to the Company.

“Good Reason” means (i) a material diminution in the Named Executive Officer’s position, authority, duties, or responsibilities as in effect immediately prior to the change in control; (ii) a material diminution in the Named Executive Officer’s base salary or annual planned cash compensation; or (iii) a material change in the geographic location at which the Named Executive Officer is required to perform services for the Company.

Rights and payments upon termination for any other reason

In the event of the termination of a Named Executive Officer’s employment for any reason that does not fit into one of the categories described above:

●	the Named Executive Officers will have the opportunity to exercise vested stock options granted under the Company’s stock plans within the first 90 days following the termination date (but not beyond the original expiration date of any such stock option), at which time any remaining vested stock options will be forfeited; and
●
●	all unvested stock options, restricted stock units, and performance shares granted to the Named Executive Officers will be forfeited immediately.

The amounts payable to or on behalf of each of the Named Executive Officers in each of the above situations (other than amounts relating to payments or benefits generally provided on a non-discriminatory basis to all similarly situated employees) is reflected in the table below, assuming that each individual’s employment had terminated and/or a change in control of the Company had occurred on December 31, 2021.2022. As of December 31, 2021,2022, Mr. Roman, Ms. Poul,Mr. Lavers, and Mr. Vale were eligible to retire (as that term is defined for purposes of 3M’s stock plans).

2022 Proxy Statement

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Executive compensation

2021 PotentialJuly 1, 2022, and became entitled to receive the payments and benefits described under “Potential payments upon termination or change in control — Rights and payments upon retirement” on page 99 above. She was not eligible to receive, and did not receive, any severance payments or benefits under the Executive Severance Plan or otherwise.

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2022 potential payments upon termination or change in control table

All amounts in U.S. dollars		Termination of Employment Due to ...										Termination of Employment Due to ...
Name		Death		Disability		Qualifying Termination not in connection with a Change in Control		Qualifying Termination in connection with a Change in Control		Retirement/ Other Reason		Death		Disability		Qualifying Termination not in connection with a Change in Control		Qualifying Termination in connection with a Change in Control		Retirement/ Other Reason
Michael F. Roman
Cash Severance		—		—		7,425,000		7,425,000		—		—		—		7,837,500		7,837,500		—
Outstanding PSAs(1)		11,560,366		—		—		7,099,537		—		8,604,900		—		—		2,613,541		—
Unvested RSUs(2)		—		—		—		—		—		—		—		—		—		—
Unvested Options(3)		3,691,558		—		—		3,691,558		—		—		—		—		—		—
Life Insurance Proceeds(4)		3,000,000		—		—		—		—		3,000,000		—		—		—		—
Outplacement Services		—		—		3,500		3,500		—		—		—		3,500		3,500		—
Total		18,251,924		—		7,428,500		18,219,595		—		11,604,900		—		7,841,000		10,454,541		—
Monish Patolawala
Cash Severance(5)		—		—		3,249,720		2,833,206		—
Cash Severance												—		—		3,567,532		3,567,532		—
Outstanding PSAs(1)		4,419,215		—		2,122,235		2,662,931		—		3,986,662		—		1,343,748		1,111,489		—
Unvested RSUs(2)		7,077,753		7,077,753		3,459,390		7,077,753		—		5,353,209		5,353,209		1,958,432		5,353,209		—
Unvested Options(3)		643,730		—		—		643,730		—		—		—		—				—
Life Insurance Proceeds(4)		3,000,000		—		—		—		—		3,000,000		—		—		—		—
401(k) Plan Vesting		—		—		22,629		22,629		—		—		—		16,085		16,085		—
Outplacement Services		—		—		3,500		3,500		—		—		—		3,500		3,500		—
Total		15,140,699		7,077,753		8,857,474		13,243,750		—		12,339,871		5,353,209		6,889,296		10,051,814		—
Ashish K. Khandpur
Peter D. Gibbons
Cash Severance												—		—		2,430,000		2,430,000		—
Outstanding PSAs(1)												1,297,636		—		216,273		120,248		—
Unvested RSUs(2)												1,576,018		1,576,018		—		1,576,018		—
Unvested Options(3)												—		—		—		—		—
Life Insurance Proceeds(4)												3,000,000		—		—		—		—
401(k) Plan Vesting												—		—		16,036		16,036		—
Outplacement Services												—		—		3,500		3,500		—
Total												5,873,654		1,576,018		2,665,809		4,145,802		—
Jeffrey R. Lavers
Cash Severance												—		—		2,430,000		2,430,000		—
Outstanding PSAs(1)												1,928,943		—		—		538,753		—
Unvested RSUs(2)												956,531		956,531		—		956,531		—
Unvested Options(3)												—		—		—		—		—
Life Insurance Proceeds(4)												3,000,000		—		—		—		—
Outplacement Services												—		—		3,500		3,500		—
Total												5,885,474		956,531		2,433,500		3,928,784		—
Michael G. Vale
Cash Severance		—		—		2,069,100		2,069,100		—		—		—		2,430,000		2,430,000		—
Outstanding PSAs(1)		2,467,190		—		1,482,878		1,544,657		—		2,296,930		—		—		680,803		—
Unvested RSUs(2)		545,694		545,694		—		545,694		—		—		—		—		—		—
Unvested Options(3)		768,246		—		—		768,246		—		—		—		—		—		—
Life Insurance Proceeds(4)		2,758,800		—		—		—		—		3,000,000		—		—		—		—
Outplacement Services		—		—		3,500		3,500				—		—		3,500		3,500		—
Total		6,539,931		545,694		3,555,478		4,931,197		—		5,296,930		—		2,433,500		3,114,303		—
Mojdeh Poul
Cash Severance		—		—		2,178,000		2,178,000		—										—
Outstanding PSAs(1)		2,505,534		—		—		1,574,637		—										—
Unvested RSUs(2)		527,706		527,706		—		527,706		—										—
Unvested Options(3)		787,922		—		—		787,922		—										—
Life Insurance Proceeds(4)		2,904,000		—		—		—		—										—
Outplacement Services		—		—		3,500		3,500		—										—
Total		6,725,163		527,706		2,181,500		5,071,766		—										—
Michael G. Vale
Cash Severance		—		—		2,166,021		2,166,021		—
Outstanding PSAs(1)		2,789,272		—		—		1,681,219		—
Unvested RSUs(2)		—		—		—		—		—
Unvested Options(3)		854,031		—		—		854,031		—
Life Insurance Proceeds(4)		2,888,028		—		—		—		—
Outplacement Services		—		—		3,500		3,500		—
Total		6,531,331		—		2,169,521		4,704,771		—

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FOOTNOTES TO 20212022 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

(1)	Amounts shown reflect the value of performance share awards (PSAs) under the 2016 Long-Term Incentive Plan for which the three-year performance period has not been completed (adjusted to reflect the closing price of a share of 3M common stock on the NYSE for December 31, 202130, 2022 ($177.63)119.92)), and which would be paid upon the occurrence of the respective triggering events in accordance with the terms of the awards.
(2)	Amounts shown reflect the value of the shares underlying the unvested 3M restricted stock units that would vest upon the occurrence of the respective triggering events in accordance with the terms of the awards. Share values are based on the closing price of a share of 3M common stock on the NYSE for December 31, 202130, 2022 ($177.63)119.92).

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(3)	Amounts shown reflect the intrinsic value on December 31, 2021,2022, of unvested, in-the-money 3M stock options that will vest upon the occurrence of the respective triggering events in accordance with the existing contractual terms of the stock options. Intrinsic values are based on the closing price of a share of 3M common stock on the NYSE for December 31, 202130, 2022 ($177.63)119.92).
(4)	Amounts shown reflect the group term life insurance proceeds that would be payable to each individual’s beneficiary or beneficiaries pursuant to the policies obtained for them under the Executive Life Insurance Plan.
(5)	Amount shown under “Qualifying Termination in connection with a Change in Control” have been reduced in accordance with the terms of the Severance Plan to provide Mr. Patolawala with a greater after-tax benefit than he otherwise would have received if the full amount were paid and he became subject to an excise tax on “excess parachute payments” pursuant to Section 280G of the Internal Revenue Code.

Pay ratio

Presented below is the ratio of annual total compensation of our CEO to the annual total compensation of our median employee (excluding our CEO) for 2021.2022. The ratio reflects a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Exchange Act of 1934.Act.

In identifying our median employee (a full-time production employee in the Midwestern United States), we calculated the target annual Total Cash Compensation of each employee as of December 31, 2021.2022. For these purposes, annual Total Cash Compensation included base salary or hourly wages, cash incentives, commissions, and comparable cash elements of compensation in non-U.S. jurisdictions and was calculated using internal human resources records. All amounts were annualized for permanent employees who did not work for the entire year, such as new hires, employees on paid or unpaid leave of absence and employees called for active military duty. We did not apply any cost-of-living adjustments as part of the calculation.

We selected the median employee from among 95,25993,001 full-time, part-time, temporary, and seasonal workers who were employed as of December 31, 2021.2022. We did not exclude any employees (whether pursuant to the de minimis exemption for foreign employees or any other permitted exclusion) when making this determination.

As determined in accordance with Item 402 of Regulation S-K, the 20212022 annual total compensation was $18,200,584$14,031,387 for our CEO and $71,821$70,905 for our median employee. Among other things, these amounts include base salary, overtime, incentive payments, stock-based compensation (based on the grant date fair value of awards granted during 2021)2022), changes in pension values and retirement plan contributions. As calculated in this manner, the ratio of our CEO’s total compensation to our median employee’s total compensation for fiscal year 20212022 is 253198 to 1.

Pay versus performance disclosure

Provided below is the Company’s “pay versus performance” disclosure as required pursuant to Item 402(v) of Regulation S-K under the Exchange Act. We have included:

2022 Proxy Statement●	101A tabular list of the most important financial performance measures used by our Compensation and Talent Committee in setting performance-based compensation in 2022;
●	A table that compares the total compensation of our named executive officers (NEOs) as presented in the Summary Compensation Table (SCT) to “compensation actually paid” as defined by the Securities and Exchange Commission (CAP) and that compares CAP to specified performance measures; and
●	Graphs that describe:

	–	the relationship between our total shareholder return (TSR) and the TSR of the Dow Jones Industrial Average (Peer Group TSR); and
	–	the relationships between CAP and our cumulative TSR, GAAP Net Income, and our company selected measure, Organic Sales Growth.

CAP, like total compensation disclosed in the SCT, does not necessarily reflect value actually realized by the executives or how our Committee evaluates compensation decisions in light of Company or individual performance. In particular, our Committee has not used CAP as a basis for making compensation decisions, nor does it use GAAP Net Income or Peer Group TSR for purposes of determining incentive compensation. In addition, a significant portion of the CAP amounts shown relate to changes in values of unvested awards over the course of the reporting year. These unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based on changes in our stock price. As described in detail in the “Compensation Discussion and Analysis” section (CD&A) on

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Shareholder proposal

	Executive compensation

pages 72 to 74, our performance share awards are subject to multi-year performance conditions tied to performance metrics and all of our equity awards are subject to time vesting conditions. The ultimate values actually realized by our NEOs from unvested equity awards, if any, will not be determined until the awards fully vest and are settled (or exercised). Please refer to the CD&A for a discussion of our executive compensation program objectives and the ways in which we align executive compensation pay with performance.

Salary, bonus, non-equity incentive plan compensation, nonqualified deferred compensation earnings, and all other compensation are each calculated in the same manner for purposes of both CAP and SCT. For 3M, there are two primary differences between the calculation of CAP and SCT total compensation:

		ProposalSCT Total 4		Shareholder Proposal ●  CAPShareholder proposal, if properly presented at the meeting. ●  See the Board’s opposition statement.
Pension		Year over year change in the actuarial present value of pension benefits		Current year service cost and any change in prior year service cost (if a plan amendment occurred during the year)
Stock and Option Awards		Grant date fair value of stock and option awards granted during the year
		RecommendationYear over year change in the fair value of the board The Boardstock and option awards that are unvested as of Directors unanimously recommends a vote “AGAINST” this proposal for the reasons discussed below. Proxies solicited by the Board of Directors will be voted “AGAINST” this proposal unless a shareholder indicates otherwise in voting the proxy.

3M has received a shareholder proposal from John Montgomery as trustee of The John Bishop Montgomery Trust, the owner of 534 shares of 3M common stock (the “Proponent”). The Company will provide the Proponent’s address promptly upon a shareholder’s oral or written request. The Proponent has requested that the Company include the following proposal and supporting statement (in italics) in its proxy statement for the Annual Meeting of Shareholders. The proponent is responsible for the content of this proposal, and, as a result, the Company is not responsible for any inaccuracies the proposal or statement may contain. The proposal may be voted on at the Annual Meeting only if properly presented by the Proponent or the Proponent’s qualified representative. For the reasons set forth following the Proponent’s statement, your Board of Directors recommends that you vote “AGAINST” this proposal.

Item 4 – Report on environmental costs

RESOLVED, shareholders ask that the Board of Directors commission and publish a report on (1) the link between the environmental costs created by 3M’s operations and political influence activities and 3M’s continuing prioritization of enterprise risk, and (2) the manner in which such costs and prioritization may affect the market returns available to its diversified shareholders.

Supporting Statement:

In our Company’s 2021 Sustainability Report, CEO Mike Roman states, “We are committed to being leaders in sustainability.”¹ A review of that report reveals our Company has addressed many environmental concerns. But 3M’s commitment is limited. For example:

●	3M is active in three trade associations that work against comprehensive U.S. policies to address climate change.2
●	3M does not appear to have committed to meet the Science-Based Targets initiative for a 1.5- degree Celsius world3 and failed to receive an “A” grade in 2020 from CDP, a widely used and respected climate rating.4
●	Belgian regulators recently ordered 3M to stop PFAS production after recent blood samples taken from 800 people near 3M’s plant showed elevated levels of PFAS.5

It appears our Company only addresses sustainability issues when that pursuit optimizes 3M’s financial return. The Sustainability Report states:

Our priority is the comprehensive management of enterprise risks through an ethical tone, governance processes, and clear roles, responsibilities, and accountability.⁶

This prioritization of risks to the enterprise, rather than risks to the environment, means that 3M only addresses environmental issues that threaten its ability to generate profits. Risks to the global community that do not threaten 3M are not prioritized, so that 3M can continue to profit from conduct that threatens the environment, as it does not create risk for 3M itself.

But a gain in Company profit that comes at the expense of the environment is a bad trade for most 3M shareholders, who are diversified and rely on broad economic growth to achieve their financial objectives. A Company strategy

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that increases its own financial returns but threatens global GDP is counter to the interests of most 3M shareholders: the potential drag on GDP created by environmental costs will directly reduce diversified portfolio returns over the long term.⁷

This proposal asks the Board to commission a report that analyzes the trade-offs 3M is making by prioritizing enterprise risk over risks to the environment and the global economy from the perspective of its largely diversified shareholders, whose investment portfolios may be at grave risk from environmental threats.

The requested report will help shareholders determine whether current Company policies serve shareholders’ best interests and whether 3M should prioritize certain environmental issues over financial returns.

Please vote for: Report on environmental costs – Proposal 4*

1	3M 2021 Sustainability Report at 3.
2	https://grist.org/accountability/report-corporations-are-tanking-americas-best-shot-at-fighting-climate-change
3	https://sciencebasedtargets.org/companies-taking-action
4	https://www.cdp.net/en/responses?per_page=10&queries%5Bname%5D=3m&sort_by=project_year&sort_dir=desc
5	https://www.startribune.com/3m-fails-to-overturn-regulators-shutdown-of-pfas-production-in-belgium/600114579/
6	at 95.
7	https://www.unepfi.org/fileadmin/documents/universal_ownership_full.pdf;

Board’s statement opposing the proposal

After careful consideration, and for the reasons set forth below, the Board believes that it is not in the best interests of 3M or its shareholders to approve the proposed resolution.

Fundamentally, the proposal is based on a premise that is factually unsupported – that enterprise risk management and societal sustainability risks must necessarily be mutually exclusive. The proponent asserts that 3M “only addresses sustainability issues when that pursuit optimizes financial return,” 3M “only addresses environmental issues that threaten its ability to generate profits” and “risks to the global community that do not threaten 3M are not prioritized.” These assertions are unfounded because sustainability-related risk management is an integral part of 3M’s enterprise risk management program. Environmental risks that impact 3M and how 3M impacts the environment are both considerations of our enterprise risk management framework. Such integration has been reported in our public disclosures including the proxy statements, and further, our annual Global Impact Report already publishes 3M’s environmental impacts, environmental stewardship, and environment commitments.

Our corporate Promise guides our strategic sustainability framework – For 3M, our corporate Promise – improve lives by helping solve the world’s greatest challenges – culminates in our ambition to help transform businesses and improve lives. Our goals and environmental, social and governance (ESG) metrics reflect a heightened commitment to thinking holistically about how our operations and products can unlock the power of people, ideas, and science to reimagine what’s possible.

We are guided by the principles of sound science and corporate responsibility. In collaboration with our employees, customers, partners, government, and communities, we apply our expertise and technology to help solve shared global challenges. We recognize and consistently seek opportunities to do more.

For more than 45 years, 3M has been recognized as a leader among global corporations in sustainability actions and measures, with programs dating back as early as 1975. Since then and to this day, our goals and ambitions continue to grow and gain momentum as we recognize how much still needs to be done to make the world more sustainable for future generations. Our sustainability strategy is a systemic approach, seeking to drive innovation and holistic impact against shared global needs. We set impactful and measurable goals that demonstrate our ESG commitments and progress. As a global science, technology, and manufacturing company, we believe 3M is uniquely positioned to bring our full capabilities to advance meaningful impact, not only in our workplaces but also in our communities. As we advance our initiatives with determination, we know systemic change requires resources and long-term dedication.

We publish our sustainability and environmental efforts annually in our Global Impact Report – as a global corporation contributing to society through diverse markets, we believe that we have a significant responsibility to advance the United Nations Sustainable Development Goals across the world. We are also a participant of the United Nations Global Compact, a policy initiative for businesses to demonstrate their commitment to ten principles in the areas of human rights, labor, environment, and anti-corruption. We align our Global Impact Report to the guidelines of the Sustainability Accounting Standards Board (SASB) and the Task Force for Climate-Related Financial Disclosures (TCFD) recommendations for helping businesses disclose climate-related financial information. Together with our ambition of improving lives and our strong set of 3M values, these commitments drive and inform our formalized approach to sustainability—the 3M Strategic Sustainability Framework.

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Shareholder Proposal

We are focusing on three priority areas:

●	Science for Circular: Design solutions that do more with less material, advancing a global circular economy
		In 2021, we announced our commitment to reduce dependence on virgin fossil-based plastic by 125 million pounds by 2025. We will use recycled content and bio-based plastics, and ultimately work to decrease our overall virgin, fossil-based plastic use.
		3M is also taking steps to reduce water use and improve water quality through installation of technologies at key manufacturing sites worldwide. This includes a commitment to install state-of-the art water purification technology at its largest water-using facilities by the end of 2023 and fully operational by 2024.the year, or vested or were forfeited during the year

Metrics Used for Linking Pay and Performance. The following is a list of financial performance measures, which in our assessment represent the most important performance measures used by the Company to link compensation actually paid to the NEOs for 2022. Each metric below is used for purposes of determining payouts under either our annual incentive program or vesting of our performance share awards. The measures in this table are not ranked. Please see the CD&A for a further description of these metrics and how they are used in the Company’s executive compensation program.

●	Local Currency Sales
●	To drive impactOperating Income
●	Operating Cash Flow Conversion
●	Earnings Per Share Growth
●	Relative Organic Sales Growth
●	Return on Invested Capital
●	Free Cash Flow Conversion

Organic Sales Growth is considered an important top-line measure that supports long-term shareholder value creation. For this reason, the Compensation and Talent Committee, in consultation with its independent compensation consultant, chose Organic Sales Growth as the foundation for the relative metric used to calculate one-third of the payout opportunity for the 2022 performance share awards granted to the Company’s executives, which comprise 50 percent of the annual long-term incentive compensation opportunity each executive received in 2022. While Organic Sales Growth is being used as the Company-selected measure included in the tabular disclosure above and the table and graphs that follow, it may not have been the most important financial performance measure for fiscal years 2021 and 2020, and the most important financial performance measure used in future years may be different.

Pay Versus Performance Table. Provided below is tabular compensation data for the Company’s Chief Executive Officer (CEO) (our Principal Executive Officer) and our NEOs other than the CEO for 2022, 2021, and 2020.

All amounts in U.S. dollars											Value of Initial Fixed $100 Investment Based on:
(a)			(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)
Year			Summary Compensation Table Total for CEO(1)		Compensation Actually Paid to CEO(2)		Average Summary Compensation Table Total for Other NEOs(1)		Average Compensation Actually Paid to Other NEOs(2)		Total Shareholder Return		Peer Group Total Shareholder Return(3)		GAAP Net Income ($mil.)		Company Selected Measure: Organic Sales Growth(4)
2022			14,031,387		152,482		5,325,306		1,854,462		75.89		123.60		5,777		1.2%
2021			18,200,584		18,438,692		5,518,734		3,545,107		107.80		132.71		5,921		8.8%
2020			20,700,347		15,704,765		5,810,620		2,335,315		102.79		109.72		5,384		–1.7%

(1)

Michael F. Roman was our CEO for each year presented. For 2022, our other NEOs were Monish Patolawala, Peter D. Gibbons, Jeffrey R. Lavers, Michael G. Vale, and Mojdeh Poul (retired); for 2021, our other NEOs were Monish Patolawala, Ashish K. Khandpur, Mojdeh Poul, and Michael G. Vale; and for 2020, our other NEOs were Monish Patolawala, Eric D. Hammes, Mojdeh Poul, Michael G. Vale, and Nicholas C. Gangestad (retired).

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Executive compensation

(2)	The dollar amounts reported represent CAP, as computed in accordance with Securities and Exchange Commission rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with Securities and Exchange Commission rules, the following adjustments were made to SCT total compensation to determine CAP:

Reconciliation of SCT total compensation to CAP for CEO

All amounts in U.S. dollars

(a)		(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)		(k) = (b)-(c)+ (d)-(e)+(f)+ (g)+(h)+ (i)-(j)
Fiscal Year		SCT Total for CEO		Minus SCT Change in Pension Value for CEO		Plus Pension Value Service Cost(i)		Minus SCT Equity for CEO		Plus EOY Fair Value of Equity Awards Granted During Fiscal Year that are Outstanding and Unvested at EOY(ii)		Plus Change from BOY to EOY in Fair Value of Awards Granted in Any Prior Fiscal Year that are Outstanding and Unvested at EOY(ii)		Plus Fair Value at Vesting Date of Awards Granted and Vested During the Fiscal Year(ii)		Plus Change in Fair Value from BOY to Vesting Date of Awards Granted in Any Prior Fiscal Year that Vested During the Fiscal Year(ii)		Minus Fair Value at BOY of Awards Granted in Prior Year that were Forfeited During the Fiscal Year(ii)		CEO CAP
2022		14,031,387		—		742,142		11,000,949		5,780,110		(5,795,900)		—		(3,604,307)		—		152,482
2021		18,200,584		2,978,538		756,691		10,501,098		11,644,213		756,097		—		560,744		—		18,438,692
2020		20,700,347		7,709,350		512,179		10,001,635		13,484,523		(559,922)		—		(721,377)		—		15,704,765

“EOY” = End of Year, “BOY” = Beginning of Year

Reconciliation of SCT total compensation to CAP for Average of Other NEOs

All amounts in U.S. dollars

(a)		(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)		(k) = (b)-(c)+ (d)-(e)+(f)+ (g)+(h)+ (i)-(j)
Fiscal Year		Average SCT Total for Other NEOs		Minus SCT Change in Pension Value for Other NEOs		Plus Pension Value Service Cost(i)		Minus SCT Equity for Other NEOs		Plus EOY Fair Value of Equity Awards Granted During Fiscal Year that are Outstanding and Unvested at EOY(ii)		Plus Change from BOY to EOY in Fair Value of Awards Granted in Any Prior Fiscal Year that are Outstanding and Unvested at EOY(ii)		Plus Fair Value at Vesting Date of Awards Granted and Vested During the Fiscal Year(ii)		Plus Change in Fair Value from BOY to Vesting Date of Awards Granted in Any Prior Fiscal Year that Vested During the Fiscal Year(ii)		Minus Fair Value at BOY of Awards Granted in Prior Year that were Forfeited During the Fiscal Year(ii)		CAP for Other NEOs
2022		5,325,306		124,457		103,225		3,851,488		706,405		(22,688)		—		(225,074)		56,767		1,854,462
2021		5,518,734		93,789		173,685		3,414,689		1,229,934		73,896		1,479		55,858		—		3,545,107
2020		5,810,620		1,066,337		133,549		3,505,019		1,392,235		(79,805)		—		(62,847)		287,081		2,335,315

“EOY” = End of Year, “BOY” = Beginning of Year

	(i)	Pension value service cost is calculated as the actuarial present value of benefits attributed to services rendered by the executive during the applicable fiscal year under the Company’s defined benefit pension plans, using the same methodology used in the Company’s GAAP financial statements included in its Annual Report on Form 10-K.
	(ii)	For this purpose, the fair value of equity awards was calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation. The fair value of unvested time-based share awards, as well as the fair value of all share-based awards upon vesting, is based upon the closing price for a share of 3M common stock on the NYSE for the greater good, we continueapplicable date of measurement. The fair value of unvested performance share awards is based upon the probable outcome of the applicable performance conditions at the time of measurement. The fair value of unvested options, and the fair value received upon the vesting of stock options, is based upon the Black-Scholes option-pricing model as of the date of measurement, consistent with the stock option valuation model used to advance our goal of 100% of products entering 3M’s new product commercialization process to include descriptions of their sustainability impact.determine amounts reported in the Company’s Annual Report on Form 10-K.

●(3)	ScienceReflects total shareholder return indexed to $100 for Climate: Innovate to decarbonizethe Dow Jones Industrial Average (DJIA) Index, which is an industry accelerate global climate solutionsline peer group reported in the performance graph included in the Company’s 2022 Annual Report on Form 10-K, and improve our environmental footprintassuming reinvestment of all dividends, where applicable.
		In 2021, 3M was recognized with the Market Trailblazer Award from RE100, a global initiative bringing together the world’s most influential businesses committed to 100% renewable power.
(4)	Please see Appendix B for a definition of Organic Sales Growth. Values shown reflect Organic Sales Growth as calculated for purposes of our executive compensation program for the applicable reporting year.

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	Through select 3M product platforms, we helped our customers avoid emitting nearly 75 million metric tons of CO2 in the last five years alone. Examples include helping customers in electronics, automotive, and construction industries improve their energy efficiency and reduce waste through the use of 3M materials and solutions.
●	Science for Community: Create a more positive world through science and inspire people to join us    Executive compensation

Relationship between Company TSR and Peer Group TSR and CAP and Company TSR. The graphs below illustrate the relationship between our TSR and the Peer Group TSR, as well as the relationship between CAP and our TSR for the CEO and other NEOs. For reference, SCT total compensation values for each year are also shown. As the graphs below illustrate, CAP amounts for our CEO and other NEOs are strongly aligned with 3M’s TSR. The graph below also illustrates the relationship between our TSR and the Peer Group TSR.

CEO Pay vs. Performance: Total Shareholder Return	In 2021, 3M launched the Community Coalition – a group of diverse leaders located near 3M headquarters in St. Paul, Minnesota, including representatives from local government, nonprofits, and the education sector. This group identified five areas for strategic investments and volunteerism, including STEM equity, access to health care, transportation safety, education, and housing.	Other NEOs Pay vs. Performance: Total Shareholder Return
●	Our governance framework integrates sustainability-related risk as an integral part of enterprise risk management - Our robust governance framework includes oversight by our Board of Directors, which receives regular sustainability updates and reviews sustainability-related risks as part of 3M’s enterprise risk management. The Science, Technology & Sustainability Committee of the Board of Directors has primary oversight responsibility of 3M’s sustainability and stewardship activities, including, among others, environmental and product stewardship efforts, environmental, health & safety, and legal and regulatory compliance. The company’s Environmental Responsibility and Sustainability Committee, comprising 3M top executive management, provides leadership, oversight and strategy for sustainability and develops and monitors adherence with related policies and procedures.

As described above, 3M already provides detailed informationRelationship between CAP and GAAP Net Income. The graph below reflects the relationship between the CEO and Average other NEO CAP and our GAAP Net Income. GAAP net income is not used as a metric in our annual Global Impact Reportor long-term incentive plans.

Relationship between CAP and elsewhere regarding our commitments to environmental stewardshipOrganic Sales Growth (our Company-Selected Measure). The graph below reflects the relationship between CEO and sustainabilityAverage Other NEO CAP and their integral role in enterprise risk management. 3M therefore believes that the additional report requested by this proposal is unnecessary based on the extensive relevant information that is already provided to our stakeholders and the public, our existing policies and procedures, and active Board oversight.Organic Sales Growth.

104	3M Company

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Shareholder proposal

		ProposalStock ownership information 5		Shareholder Proposal ●  Shareholder proposal, if properly presented at the meeting. ●  See the Board’s opposition statement.
		Recommendation of the board The Board of Directors unanimously recommends a vote “AGAINST” this proposal for the reasons discussed below. Proxies solicited by the Board of Directors will be voted “AGAINST” this proposal unless a shareholder indicates otherwise in voting the proxy.

3M has received a shareholder proposal from Steven J. Milloy, the owner of 20 shares of 3M common stock (the “Proponent”). The Company will provide the Proponent’s address promptly upon a shareholder’s oral or written request. The Proponent has requested that the Company include the following proposal and supporting statement (in italics) in its proxy statement for the Annual Meeting of Shareholders. The proponent is responsible for the content of this proposal, and, as a result, the Company is not responsible for any inaccuracies the proposal or statement may contain. The proposal may be voted on at the Annual Meeting only if properly presented by the Proponent or the Proponent’s qualified representative. For the reasons set forth following the Proponent’s statement, your Board of Directors recommends that you vote “AGAINST” this proposal.

Communist China Audit

Resolved:

Shareholders request that, beginning in 2022, 3M report to shareholders on the general nature and extent to which corporate operations involve or depend on Communist China, which is a serial human rights violator and a geopolitical threat and adversary to the US. The report should exclude confidential business information but provide shareholders with a basic sense of 3M’s reliance on activities conducted within, and under control of the Communist Chinese government.

Supporting Statement:

American companies doing business in Communist China is a controversial public policy issue. See, e.g., “Doing business in China is difficult. A clash over human rights is making it harder,” April 2, 2021, https://www.cnn.com/2021/04/02/ business/nike-china-western-business-intl-hnk/index.html.

3M has suppliers who operate in Communist China. 

Communist China is a well-known serial violator of human and political rights. 

Communist China may also possibly become a hostile adversary of the US for a variety of reasons, including:

—	Communist China intends to displace the US as the lone global superpower by 2049.
—	The US has committed to defending Taiwan, which Communist China may attempt to seize by force.
—	US-China relations are tense over a number of issues including Communist China’s military expansion, egregious human rights violations, actions related to the COVID pandemic, intellectual property theft, elimination of political freedom in Hong Kong, and environmental pollution.

Communist China has also publicly indicated that it would use its industrial capabilities for strategic purposes against adversaries.

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Shareholder Proposal

Communist China has already taken action against Australia, for example, for COVID-related criticism. 

At the beginning of the COVID pandemic, 3M admitted it had to secure approval from the Communist Chinese government to export to the US 10 million N95 respirators that 3M manufactured there.

Given the controversial, if not dangerous nature of doing business in China, shareholders have the right to know the general nature and extent to which 3M’s business operations are involved with or depend on Communist China.

Board’s statement opposing the proposal

After careful consideration, and for the reasons set forth below, the Board believes that it is not in the best interests of 3M or its shareholders to approve the proposed resolution.

Our business model is to be close to our customers and markets to serve them – 3M has operations in over 70 countries and sales in nearly every country. Over 55,000 3M products are used in homes, businesses, schools, hospitals and other industries around the world. Relative to China, 3M entered in 1984 by registering a wholly-owned subsidiary (without a third party partner) to serve local customers. Out of our global 95,000 employees, close to 6,000 work in China. More than 85% of our revenue in China (from local manufacturing and converting of imported semi-finished materials at its nine plants) is to customers and markets (industrial, electronics, healthcare, consumer, and others) located in China.

Our business model is focused on being close to our customers and markets with our capabilities to serve them the best we can. This strategy serves us well and particularly important in uncertain times when collaboration took on new meaning during the global pandemic. We have worked with many companies and customers to collaborate on products to help in the global fight against COVID-19 as we rapidly responded to the impact of the pandemic to supply respirators to frontline healthcare workers and first responders along with other markets and customers around the world.

Respect for human rights is deeply engrained in our culture – our commitment to customers is governed by policies and standards that allow us to move forward with integrity, confidence, and the common foundation of 3M’s values. These policies and standards and our actions are reported in more detail in our annual Global Impact Report.

The Code of Conduct defines our values and the responsibilities that 3M employees and 3M suppliers must meet. It outlines what 3M believes is the ethical approach to various work situations and summarizes 3M’s compliance principles and raises awareness about how to do business the right way, at all times and at every site.

3M’s Human Rights Policy applies to all 3M employees, contingent workers, anyone doing business with or on our behalf, and others acting on 3M’s behalf. Within our own business, 3M’s approach to managing and respecting human rights is derived from the 3M Code of Conduct, which recognizes the right of 3M workers to have a respectful workplace. 3M continues to implement our human rights program through our global policies, management system, assessments, audits and training.

We have a robust governance structure regarding supplier responsibilities that include human rights – The 3M Business Conduct Committee, comprising senior executive management, oversees compliance with the Code of Conduct and regularly updates the Audit Committee of the 3M Board of Directors and 3M’s executive-level Corporate Operations Committee. Additionally, similar committees exist at country, region, and area levels to operationalize and prioritize compliance activities.

3M offers a comprehensive online compliance training program to all employees worldwide in 22 languages, and this program includes awareness training of 3M policies related to human rights. The program’s training modules are assigned to employees based on their roles and areas of responsibility within the company.

3M works with broad, complex supply chains, consisting of over 72,300 suppliers in over 324 subcategories in 113 countries around the world. We set a high bar for our company regarding environmental and social governance, and we expect the same from our suppliers. 3M follows the Organization for Economic Co-operation and Development (OECD) Due Diligence framework for all our responsible sourcing activities. The 3M Supplier Responsibility Code is based on 3M’s corporate values for sustainable and responsible operations and aligns with the 10 Principles of the United Nations Global Compact, of which 3M is a participant. This Code outlines 3M’s basic expectations for suppliers and their sub-contractors in the areas of management systems, labor, environmental, health and safety, and ethics.

3M communicates its human rights and labor expectations to suppliers through its use of contractual provisions and other binding legal obligations, links to 3M’s website and in direct business meetings. The contractual provisions include certifications by suppliers about their labor conditions. 3M expects its suppliers to have similar policies and practices that align with the 3M Supplier Responsibility Code, including due diligence with their suppliers.

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Shareholder proposal

3M has implemented a supplier risk evaluation process to assess existing, prioritized suppliers that could be at risk for non-conformance with our Supplier Responsibility Code, including the human rights elements. 3M’s responsible sourcing team also conducts on-site audits of our suppliers. Suppliers who do not pass this assessment do not qualify to supply 3M. We also expect our suppliers to periodically assess themselves and their suppliers for conformance to our expectations.

If the assessment identifies gaps or findings, and if a supplier is not able or willing to resolve them within a reasonable timeframe, alternative actions are determined with a cross-functional business team to evaluate and resolve the situation.

We are a company driven by employees who act with uncompromising integrity and develop innovative solutions with a purpose. 2021 is the eighth consecutive year 3M made the list of The World’s Most Ethical Companies^®, an honor given by the Ethisphere^® Institute. In addition, following evaluations of the 1,000 largest public U.S. companies on issues that matter most to the American public (including upholding human rights across the supply chain, acting ethically and with integrity, and more), Forbes and JUST Capital listed 3M as one of America’s Most Just Companies in 2021.

3M already provides information in our annual Global Impact Report and elsewhere regarding our business model including our operations in China, and our commitments to our own and our suppliers’ ethical business conduct compliance including respect for human rights. 3M therefore believes that the additional report requested by this proposal is unnecessary based on the extensive information that is already provided to our stakeholders and the public, our existing policies and procedures, and the governance framework including active Board oversight.

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Stock ownership
information

Security ownership of management

The following table includes all 3M stock-based holdings, as of February 28, 2022,2023, of the directors and the Named Executive Officers set forth in the Summary Compensation Table, and the directors and executive officers as a group.

Common stock and total stock-based holdings
Name and principal position		Stock(1)		Restricted Stock Units(2)		Deferred Stock(3)		Total(4)		Percent of Class
Thomas “Tony” K. Brown, Director		1,237		—		8,144		9,381		(5)
Pamela J. Craig, Director		—		—		3,222		3,222		(5)
David B. Dillon, Director		1,200		—		6,705		7,905		(5)
Michael L. Eskew, Director		—		—		49,877		49,877		(5)
James R. Fitterling, Director		6,300		—		1,174		7,474		(5)
Herbert L. Henkel, Director		—		—		43,536		43,536		(5)
Amy E. Hood, Director		24		—		4,440		4,464		(5)
Muhtar Kent, Director		—		—		17,570		17,570		(5)
Suzan Kereere, Director		—		—		281		281		(5)
Dambisa F. Moyo, Director		1,302		—		2,262		3,564		(5)
Gregory R. Page, Director		4,000		—		7,674		11,674		(5)
Patricia A. Woertz, Director		2,580		—		4,960		7,540		(5)
Michael F. Roman, Chairman of the Board and Chief Executive Officer		661,388		—		68,635		730,023		(5)
Monish Patolawala, Executive Vice President, Chief Financial and Transformation Officer		29,473		47,205		—		76,678		(5)
Ashish K. Khandpur, Group President, Transportation and Electronics Business Group		221,202		12,271		18,442		251,915		(5)
Mojdeh Poul, Group President, Health Care Business Group		108,035		14,962		5,166		128,163		(5)
Michael G. Vale, Group President, Safety and Industrial Business Group		363,758		—		40,376		404,134		(5)
All Directors and Executive Officers as a Group (25 persons)		1,786,100		119,787		296,467		2,202,354		(5)

Common stock and total stock-based holdings

Name		Stock(1)				Restricted Stock Units(2)				Deferred Stock(3)				Total(4)				Percent of Class
Thomas “Tony” K. Brown, Director			1,293				—				9,776				11,069				(5)
Anne H. Chow, Director			—				—				400				400				(5)
Pamela J. Craig, Director			—				—				4,628				4,628				(5)
David B. Dillon, Director			1,200				—				8,271				9,471				(5)
Michael L. Eskew, Director			—				—				54,807				54,807				(5)
James R. Fitterling, Director			6,300				—				3,544				9,844				(5)
Amy E. Hood, Director			24				—				5,902				5,926				(5)
Muhtar Kent, Director			2,472				—				18,380				20,852				(5)
Suzan Kereere, Director			—				—				1,551				1,551				(5)
Dambisa F. Moyo, Director			1,351				—				3,623				4,974				(5)
Gregory R. Page, Director			4,000				—				9,285				13,285				(5)
Pedro J. Pizarro, Director			—				—				400				400				(5)
Michael F. Roman, Chairman of the Board and Chief Executive Officer			869,708				—				106,352				976,060				(5)
Monish Patolawala, Executive Vice President, Chief Financial and Transformation Officer			84,172				53,731				—				137,903				(5)
Peter D. Gibbons, Group President, Enterprise Operations			2,361				25,951				—				28,312				(5)
Jeffrey R. Lavers, Group President, Consumer and Interim Group President, Health Care			102,120				21,214				—				123,334				(5)
Michael G. Vale, Group President, Safety and Industrial			387,251				13,431				42,222				442,904				(5)
Mojdeh Poul, Former Group President, Health Care			138,189				14,461				—				152,650				(5)
All Directors and Executive Officers as a Group (25 persons)			2,245,152				225,585				314,212				2,784,949				(5)

(1)	This column lists beneficial ownership of 3M common stock as calculated under Securities and Exchange Commission rules. Unless otherwise noted, voting power and investment power in the shares are exercisable solely by the named person, and none of the shares are pledged as security by the named person. In accordance with Securities and Exchange Commission rules, this column also includes shares that may be acquired pursuant to stock options that are or will be exercisable within 60 days of February 28, 2022,2023, as follows: Mr. Roman — 639,663847,772 shares; Mr. Patolawala — 26,12470,636 shares; Mr. KhandpurGibbons — 212,7720 shares; Ms. Poul —105,631Mr. Lavers — 94,092 shares; and Mr. Vale — 346,639358,129 shares; and Ms. Poul — 128,852 shares. This column includes the following shares that the named person shares voting and/or investment power: Mr. KhandpurGibbons — 1,62386 shares held indirectly with a family member and Mr. Lavers —1,378 shares held indirectly with a family member and 127 shares held jointly with a family member.
(2)	This column reflects restricted stock units that generally vest over a three- to five-year period, assuming continued employment until each vesting date (or until the individual retires from the Company, in some cases). The executive officers do not have voting power with respect to the shares listed in this column.
(3)	This column reflects shares earned by the directors as a result of their service on the Board of Directors, the payout of which has been deferred until following the termination of their membership on the Board of Directors. This column also includes shares of the Company’s common stock which the executive officers are entitled to receive following their retirement from the Company as a result of their election to defer all or a portion of the payout of their performance share awards granted under the Company’s long-term incentive plan. Neither the directors nor the executive officers have voting power with respect to the shares listed in this column.

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Stock ownership information

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Stock ownershipinformation

(4)	This column shows the individual’s total 3M stock-based holdings, including the securities shown in the “Stock” column (as described in note 1), in the “Restricted Stock Units” column (as described in note 2), and in the “Deferred Stock” column (as described in note 3).
(5)	Each director and executive officer individually, and All Directorsall directors and Executive Officersexecutive officers as a Group,group, beneficially owned less than one percent of the outstanding common stock of the Company.

Security ownership of certain beneficial owners

The following table sets forth information regarding beneficial owners of more than 5 percent of the outstanding shares of 3M common stock.

Name/address		Common Stock Beneficially Owned		Percent of Class
The Vanguard Group(1)		50,240,763		8.72
100 Vanguard Blvd.
Malvern, PA 19355
BlackRock, Inc.(2)		41,810,186		7.30
55 East 52nd Street
New York, NY 10055
State Street Corporation(3)		30,984,983		5.38
State Street Financial Center
One Lincoln Street
Boston, MA 02111

Name/address		Common Stock Beneficially Owned				Percent of Class
The Vanguard Group(1) 100 Vanguard Blvd. Malvern, PA 19355			46,872,159				8.48
BlackRock, Inc.(2) 55 East 52nd Street New York, NY 10055			42,491,138				7.7
State Street Corporation(3) State Street Financial Center One Lincoln Street Boston, MA 02111			33,382,422				6.04

(1)	In a Schedule 13G/A filed with the Securities and Exchange Commission on February 9, 2022,2023, The Vanguard Group reported that, as of December 31, 2021,2022, it had shared voting power with respect to 897,239744,858 shares, sole dispositive power with respect to 47,926,22344,608,029 shares, and shared dispositive power with respect to 2,314,5402,264,130 shares. Vanguard provides investment management services to the Company’s defined contribution plans in the U.S. through a co-mingled mutual fund vehicle. The 3M Voluntary Investment Plan and Employee Stock Ownership Plan and the 3M Savings Plan use this investment in their defined contribution investment choices. Fees paid for investment management of the fund are incorporated into the fund NAV on a daily basis and fully disclosed as an expense ratio for the fund. As a result, these fees are paid by participants in the Company’s defined contribution plans and are not paid by the Company. The fees paid are reviewed by the fiduciaries of the employee benefit plans and are determined to be reasonable for the services provided.
(2)	In a Schedule 13G/A filed with the Securities and Exchange Commission on February 1, 2022,7, 2023, BlackRock, Inc. reported that, as of December 31, 2021,2022, it had sole voting power with respect to 36,218,90937,923,571 shares and sole dispositive power with respect to 41,810,18642,491,138 shares, of which 27,34127,958 shares were held as investment manager for the 3M Voluntary Investment Plan and Employee Stock Ownership Plan and the 3M Savings Plan. BlackRock, Inc. and its affiliates provide investment management services to several employee benefit plans sponsored by the Company and its Canadian affiliate. The 3M Voluntary Investment Plan and Employee Stock Ownership Plan, the 3M Savings Plan and the 3M Canada Company Master Trust utilize these investment management services. In total, the various employee benefit plans paid fees of $2.8$3.8 million in 20212022 to BlackRock, Inc. and its affiliates, a majority of which was paid by the participants in the 3M Voluntary Investment Plan and Employee Stock Ownership Plan. In addition, the Trustee (BlackRock Institutional Trust Company, N.A.) will chargecharged the funds held by the 3M Voluntary Investment Plan and Employee Stock Ownership Plan and the 3M Savings Plan an annual administration fee and transaction fees which are incorporated into the funds’ NAV. The fees paid are reviewed by the fiduciaries of the employee benefit plans and are determined to be reasonable for the services provided.
(3)	In a Schedule 13G/A filed with the Securities and Exchange Commission on February 9, 2022,6, 2023, State Street Corporation reported that, as of December 31, 2021,2022, it had shared voting power with respect to 22,358,54824,330,719 shares of 3M common stock and shared dispositive power with respect to 30,979,93633,371,799 shares of 3M common stock. Of these shares, 38,29335,393 shares were held as investment manager for certain 3M savingsthe Company’s defined contribution plans includingin the U.S. through a co-mingled mutual fund vehicle. The 3M Voluntary Investment Plan and Employee Stock Ownership Plan and the 3M Savings Plan which are 401(k) retirement savings plans.use this investment in their defined contribution investment choices. State Street Bank and Trust Company provides corporate finance services to the Company. The 3M Voluntary Investment Plan and Employee Stock Ownership Plan the 3M Savings Plan, and the 3M Retiree Welfare BenefitSavings Plan utilize State Street Global Advisors, an affiliate of State Street Bank and Trust Company, as an investment manager. Further, State Street Bank and Trust Company is a participant ofin 3M Company’s $3 billion five-year credit agreement dated November 15, 2019. In total, the Company and the various employee benefitdefined contribution plans paid fees of $0.6$0.5 million in 20212022 to State Street Bank and Trust Company and its affiliates, a majority of which was paid by the participants in the 3M Voluntary Investment Plan and Employee Stock Ownership Plan. For certain funds, there may be fees paid to the investment manager that are incorporated into the fund NAV on a daily basis. As a result, these fees are paid by participants in the Company’s defined contribution plans and are not paid by the Company. In addition, during 2021,2022, the Trustee (State Street Global Advisors Trust Company) charged the funds held by the 3M Voluntary Investment Plan and Employee Stock Ownership Plan and the 3M Savings Plan an annual administration fee and transaction fees which are incorporated into the funds’ NAV. The fees paid are reviewed by the Company or fiduciaries of the employee benefit plans and are determined to be reasonable for the services provided.

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Other information

Other information

Proxy Statement

The Board of Directors (the “Board”) of 3M Company, a Delaware corporation, (“3M” or the “Company”) is soliciting proxies for the Company’s Annual Meeting of Shareholders. 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, 3M’s Board and Board committees, the compensation of directors and certain executive officers, and other required information.

Purpose of the Annual Meeting

The purpose of the Annual Meeting is to elect the directors identified in this Proxy Statement and to conduct the business described in the Notice of Annual Meeting.

Participating in the Virtualvirtual Annual Meeting

How do I attend the 2022 Virtual2023 virtual Annual Meeting?

If you are a holder of 3M common stock as of the close of business on March 15, 2022,14, 2023, the record date, you or your proxy holder may participate, vote, submit questions, and examine a list of shareholders of record via www.virtualshareholdermeeting.com/MMM2022MMM2023 by entering your 16-digit control number. You can find your control number on:

●	your proxy card included in this Proxy Statement if it was mailed to you;
●	your Notice of Internet Availability of Proxy Materials if you received proxy materials via electronic delivery; or
●	your voting instruction card if you hold your shares in street name through a broker or other nominee.

You can view the meeting agenda, rules of conduct and procedures, and proxy materials for the Annual Meeting on the virtual meeting platform.

If you lost your 16-digit control number or are not a shareholder, you will be able to attend the meeting by visiting www. virtualshareholdermeeting.com/MMM2022 www.virtualshareholdermeeting.com/MMM2023 and registering as a guest. If you enter the meeting as a guest, you will not be able to vote your shares or submit questions during the meeting.

You may begin to log into the meeting platform 15 minutes prior to the meeting’s start time on the meeting date. The meeting will begin promptly at 8:30 a.m. Central Daylight Time on May 10, 2022.9, 2023.

The virtual meeting platform is supported across browsers and devices running the current version of applicable software and plug-ins. Participants should give themselves plenty of time to log in and ensure they have a strong Wi-Fi connection and they can hear streaming audio prior to the start of the meeting.

Will there be technical support for the meeting?

If you encounter technical difficulties with the virtual meeting platform on the meeting day, please call the technical support number that will be posted on the meeting website. Technical support will be available starting at 8:15 a.m. Central Daylight Time and until the end of the meeting.

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How do I submit questions at the meeting? Can I submit questions in advance of the meeting?

We welcome questions from shareholders. If you are a record date shareholder with a 16-digit control number, you may submit questions both in advance of and during the meeting. If you wish to submit a question in advance of the meeting, you may use your 16-digit control number to access www.proxyvote.com. Questions may also be submitted shortly before or during the meeting, by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/MMM2022MMM2023, select the “Q&A” button and type your questions into the “Submit a Question” field, and click “Submit.” Questions relevant to meeting matters will be answered during the meeting, subject to time constraints. To allow us to address questions from as many shareholders as possible, each shareholder will be limited to two questions. Questions from multiple shareholders on the same topic or relating to the same topic may be grouped, summarized, and answered together. We ask that all shareholders provide their name and contact details when submitting questions through the virtual meeting platform, so that we may address any individual concerns or follow up matters directly. Responses to questions relevant to meeting matters that we do not have time to respond to during the meeting will be posted to our Investor Relations website at https://investors.3M.com as soon as practicable after the meeting. Questions regarding personal matters or matters not relevant to meeting matters will not be answered. Please refer to the Rules of Conduct and Procedures offor the 2022 shareholder meeting that will be posted on the meeting website.

Information about the Notice of Internet Availability of Proxy Materials

Why did I receive a Notice of Internet Availability of the Proxy Materials and not the printed proxy materials?

The Securities and Exchange Commission allows companies to furnish their proxy materials to shareholders over the Internet. As a result, we are mailing to many of our shareholders a Notice of Internet Availability of Proxy Materials instead of a paper copy of the proxy materials. In addition, we are providing the notice and proxy materials by e-mail to some of our shareholders who previously consented to electronic delivery of proxy materials. Those shareholders should have received an e-mail containing a link to the website where the proxy materials are available, as well as a link to the proxy voting website. All shareholders receiving the Notice of Internet Availability of Proxy Materials will have the ability to access the proxy materials over the Internet and to request to receive a paper copy of the proxy materials by mail. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found in the notice. In addition, the notice contains instructions on how you may request to receive proxy materials in printed form by mail or to access them electronically in connection with future distributions of proxy materials. Distributing proxy materials electronically conserves natural resources and reduces the costs of printing and distributing our proxy materials.

Why did I receive a printed copy of the proxy materials and not the Notice of Internet Availability of Proxy Materials?

We are providing some of our shareholders, including shareholders who have previously requested to receive paper copies of the proxy materials, with paper copies of the proxy materials instead of the Notice of Internet Availability of Proxy Materials.

How do I view the proxy materials online?

Go to www.proxyvote.com and follow the instructions to view the materials. You will need to provide the control number printed in the box marked by the arrow located on your Notice of Internet Availability of Proxy Materials (see example below — the information in the box is an example only — your number will be different and is unique to you).

1234 5678 9012 3456

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What if I prefer to receive a paper copy of the proxy materials?

You can easily request a paper copy of the proxy materials (including the Notice of Annual Meeting, Proxy Statement, and 20212022 Annual Report) at no cost by using one of the three methods below. You will need to provide the control number printed in the box marked by the arrow located on your Notice of Internet Availability of Proxy Materials (see example above — the information in the box is an example only — your number will be different and is unique to you).

By Internet Logon at www.proxyvote.comwww.proxyvote.com;;

By Telephone Call toll-free at 1-800-579-1639; or

By sending an E-mail Send to sendmaterial@proxyvote.com (simply provide in the subject line the control number printed in the box marked by the arrow from your Notice of Internet Availability of Proxy Materials; no other information is necessary).

Can I request to receive my Notice of Internet Availability of Proxy Materials by e-mail rather than by mail?

You may request to receive proxy materials for future meetings by e-mail via www.proxyvote.com or www.investordelivery.com and follow the electronic delivery enrollment instructions. If you choose to access future proxy materials electronically, you will receive an e-mail with instructions containing a link to the website where those materials are available and a link to the proxy voting website. Your election to access proxy materials by e-mail will remain in effect until you terminate it.

Please note that you MAY NOT USE your Notice of Internet Availability of Proxy Materials to vote your shares; it is NOT a form for voting. If you return the Notice of Internet Availability of Proxy Materials in an attempt to vote your shares, that vote will not count.

For more information about the Notice of Internet Availability of Proxy Materials, please visit: www.sec.gov/spotlight/proxymatters/e-proxy.shtml

Please note that you MAY NOT USE your Notice of Internet Availability of Proxy Materials to vote your shares; it is NOT a form for voting. If you return the Notice of Internet Availability of Proxy Materials in an attempt to vote your shares, that vote will not count. For more information about the Notice of Internet Availability of Proxy Materials, please visit: www.sec.gov/spotlight/proxymatters/e-proxy.shtml.

Shareholders entitled to vote

Each share of our common stock outstanding as of the close of business on March 15, 2022,14, 2023, 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 569,171,905551,468,878 shares of common stock issued and outstanding.

Most 3M shareholders hold their shares through a broker, bank, trustee, or other nominee (which for simplicity we refer to as a “broker 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:

Shareholder of Record		If your shares are registered directly in your name with 3M’s transfer agent, EQ Shareowner Services, you are considered the shareholder of record of those shares and the Notice of Internet Availability of Proxy Materials, or if you requested paper delivery, a copy of these proxy materials are being sent directly to you by 3M. As the shareholder of record, you have the right to grant your voting proxy directly to 3M or to vote electronically at the meeting. You may also vote on the Internet or by telephone, as described in the Notice of Internet Availability of Proxy Materials and below under the heading “Voting methods.”
Beneficial Owner		If your shares are held by a broker 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 or other nominee who is considered the shareholder of record of those shares. As the beneficial owner, you have the right to direct your broker or other nominee on how to vote and are also invited to attend the meeting. However, since you are not the shareholder of record, you may not vote these shares electronically at the meeting, unless you obtain a legal proxy from the broker or other nominee. Your broker or other nominee is obligated to provide you with a voting instruction card for you to use. You may also vote on the Internet or by telephone, as described in the Notice of Internet Availability of Proxy Materials and below under the heading “Voting methods.” If you fail to provide voting instructions to your broker or other nominee, it will have discretion to vote your shares with respect to Proposal 2, but not with respect to Proposals 1, 3, 4 and 54 as described below under “Voting requirements to elect directors and approve each of the proposals described in this Proxy Statement.”

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Plan Accounts		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 considered the shareholder of record. Participants in 3M’s Voluntary Investment Plan and Employee Stock Ownership Plan or the 3M Savings Plan may direct the trustee on how to vote the shares allocated to their account via the Internet, by telephone, or by signing and submitting the proxy card as described in the Notice of Internet Availability of Proxy Materials and below under the heading “Voting methods.” Participants in 3M’s Voluntary Investment Plan and Employee Stock Ownership Plan or the 3M Savings 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 by following the same voting instructions. If you fail to direct the trustee how to vote your shares by following these instructions, the trustee will vote your shares as described in the proxy card.

Proposals you are asked to vote on and the Board’s voting recommendations

The following proposals are included in this Proxy Statement and are scheduled to be voted on at the meeting. 3M’s Board recommends that you vote your shares as indicated below.

Proposals:			The Board’s Voting Recommendations:		Rationale for Support:		For Further Details:
1.	Elect the 1110 directors identified in this Proxy Statement, each for a term of one year.		“FOR” each nominee to the Board		Our nominees are distinguished leaders who bring a mix of skills and qualifications to the Board and can represent the interests of all shareholders.		Page 1918
2.	Ratify the appointment of PricewaterhouseCoopers LLP as 3M’s independent registered public accounting firm for 2022.2023.		“FOR”		Based on its assessment of the qualifications and performance of PricewaterhouseCoopers LLP (“PwC”),PwC, the Audit Committee believes that it is in the best interests of the Company and its shareholders to retain PwC.		Page 51
3.	Approve, on an advisory basis, the compensation of our named executive officers.Named Executive Officers.		“FOR”		Our executive compensation program appropriately aligns our executives’ compensation with the performance of the Company and its business units as well as their individual performance.		Page 55
4.	Shareholder proposal, if properly presented atApprove, on an advisory basis, the meeting.frequency of advisory votes on the compensation of our named executive officers.		“AGAINST”Every “1 year”		SeeThe Board believes that annual votes will provide the Board’s opposition statement.clearest and most useful feedback from shareholders to the Company and the Compensation Committee in this important area.		Page 102
5.	Shareholder proposal, if properly presented at the meeting.		“AGAINST”		See the Board’s opposition statement.		Page 10556

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 appointed by the Board as proxy holders — Michael F. Roman, Monish Patolawala, and Kevin H. Rhodes — 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.

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Voting requirements to elect directors and approve each of the proposals described in this Proxy Statement

Quorum		The presence of the holders of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting, present in person or represented by proxy, is necessary to constitute a quorum. Abstentions and “broker non-votes” are counted as present for purposes of determining a quorum. As discussed below, a “broker non-vote” occurs when a broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker or other nominee does not have discretionary voting power for that proposal and has not received instructions from the beneficial owner.
Broker Voting		Under NYSE rules, brokers have discretionary authority to vote their clients’ shares in “routine” matters (including Proposal 2, the ratification of PwC as our independent registered public accounting firm) so long as the beneficial owner of those shares did not provide voting instructions to the broker at least ten days before the shareholder meeting. Director elections, shareholder proposals, and executive compensation matters, including the say-on-pay and equity compensation plansay-on-frequency proposals, are not considered “routine” matters for these purposes. As a result, if you do not provide your broker with instructions as to how to vote your shares, your broker will be prohibited from voting on Proposals 1, 3, 4 and 5,4, resulting in a “broker non-vote” with respect to those proposals. If you are a beneficial owner (other than as a participant in the 3M Voluntary Investment Plan and Employee Stock Ownership Plan or the 3M Savings Plan), your broker or other nominee is permitted to vote your shares on the ratification of PricewaterhouseCoopers LLPPwC as our independent registered public accounting firm for 2022,2023, even if it does not receive voting instructions from you.
Election of Directors		In accordance with 3M’s Bylaws, each director is elected by the vote of the majority of votes cast (which means the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election, with “abstentions” and “broker non-votes” not counted as a vote cast either “for” or “against” that director’s election) with respect to that director’s election at this meeting for the election of directors at which a quorum is present.
		The Nominating and Governance Committee has established procedures under which any incumbent director who is not elected shall offer to tender his or her resignation to the Board. In the event an incumbent director fails to receive a majority of the votes cast in the election, the Nominating and Governance Committee, or such other committee designated by the Board of Directors, shall make a recommendation to the Board of Directors as to whether to accept or reject the resignation of such incumbent director, or whether other action should be taken. The Board of Directors shall act on the resignation, taking into account the Committee’s recommendation, and publicly disclose (by issuing a press release and filing appropriate disclosure with the Securities and Exchange Commission) its decision regarding the resignation and, if such resignation is rejected, the rationale behind the decision within ninety (90) days following certification of the election results. The Nominating and Governance Committee in making its recommendation and the Board of Directors in making its decision each may consider any factors and other information that they consider appropriate and relevant.
		An incumbent director who fails to receive a majority of the votes cast in the election and who tenders his or her resignation pursuant to the procedures described above shall remain active and engaged in Board activities while the Nominating and Governance Committee and the Board decide whether to accept or reject such resignation, or whether other action should be taken. However, it is expected that such incumbent director shall not participate in any proceedings by the Nominating and Governance Committee or the Board regarding whether to accept or reject such director’s resignation, or whether to take other action with respect to such director.
		If the Board of Directors accepts a director’s resignation, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors may fill the resulting vacancy pursuant to the Bylaws.
All Other Proposals		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 is required to approve Proposals 2 3,and 3. Proposal 4, and 5.with multiple choices, is subject to a plurality vote standard. In tabulating the voting result for any particular proposal “broker non-votes” (if applicable) are not counted as votes “FOR” or “AGAINST” the proposal. An abstention will, however, be counted as entitled to vote on a proposalProposals 2 and 3 and will, therefore, have the effect of a vote “AGAINST.”“AGAINST” such proposals. Abstentions will have no impact on Proposal 4.

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Voting methods

If you hold shares directly as the shareholder of record, you may vote by granting a proxy or by voting electronically at the virtual Annual Meeting. If you hold shares beneficially in street name, you may vote by submitting voting instructions to your broker or other nominee or electronically at the Annual Meeting by requesting a legal proxy from your broker or other 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. Even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the Annual Meeting.

Please refer to the summary instructions below and those included on your Notice of Internet Availability of Proxy Materials or proxy card or, for shares held in street name, the voting instruction card provided by your broker or other nominee.

The Internet and telephone voting procedures are designed to authenticate shareholders 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 shareholders of record will be available 24 hours a day, up until 10:59 p.m., Central Daylight Time, on May 9, 2022.8, 2023. Participants in 3M’s 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 10:59 p.m., Central Daylight Time, on May 8, 2022.

7, 2023.

Vote by Internet www.proxyvote.com		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 or the Notice of Internet Availability of Proxy Materials in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.
Vote by Telephone 1-800-690-6903		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 or the Notice of Internet Availability of Proxy Materials in hand when you call and follow the instructions.
Vote by Mail Sign and mail your proxy card		You may vote by signing and submitting your proxy card to the Company. If you provide specific voting instructions in your proxy card, your shares will be voted as you instruct. If you sign your proxy card, but do not provide voting 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 9, 20228, 2023 (or by May 8, 20227, 2023, for participants in the 3M Voluntary Investment Plan and Employee Stock Ownership Plan and the 3M Savings Plan), to 3M Company, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. For shares held in street name, you may direct your broker or other nominee on how to vote your shares by following the instructions set forth in the voting instruction card that your broker or other nominee has provided.
Vote Online at the Virtual Meeting May 10, 2022 9, 2023 8:30 a.m., CDT www.virtualshareholder meeting.com/MMM2022MMM2023		At the virtual Annual Meeting, if you have not submitted your proxy prior to the meeting, or if you wish to change your voting instructions, you will be able to vote your shares electronically at the virtual Annual Meeting platform by clicking “Voting” on the meeting website.

All shares that have been properly voted and not revoked will be voted at the Annual Meeting.

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ALL SHARES THAT HAVE BEEN PROPERLY VOTED AND NOT REVOKED WILL BE VOTED
AT THE ANNUAL MEETING.

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Changing your vote

You may change your proxy voting instructions at any time prior to the vote at the Annual Meeting. You may enter a new vote by using the Internet or the telephone or by mailing a new proxy card or new voting instruction card bearing a later date (which will automatically revoke your earlier voting instructions), so long as the new vote is received before the deadlines described above under the heading “Voting methods.” You may also change your vote by granting a new proxy or by voting electronically at the virtual Annual Meeting.

Counting the vote

In the election of directors, you may vote “FOR” or “AGAINST” one or more of the nominees or you may “ABSTAIN.” Abstentions will have no effect on the outcome of the election of directors. For Proposals 2 3, 4 and 5,3, you may vote “FOR,” “AGAINST,” or “ABSTAIN,” but please note that abstentions will have the same effect as a vote “AGAINST.” Proposal 4, with multiple choices, is subject to a plurality vote standard. If you sign your proxy card or broker voting instruction card but provide no voting 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 “Shareholders entitled to vote” beginning on page 112.

Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes and act as the inspectors of election.

Confidentiality

Confidentiality

The Company’s Board of Directors has a policy that all shareholder proxies, ballots, and tabulations that identify shareholders are to be maintained in confidence. No such document will be available for examination, and the identity and vote of any shareholder will not be disclosed, except as necessary to meet legal requirements and allow the inspectors of election to certify the results of the shareholder vote. The policy also provides that inspectors of election for shareholder votes must be independent and cannot be employees of the Company. Occasionally, shareholders provide written comments on their proxy card that may be forwarded to 3M management.

Results of the vote

We will issue a press release announcing the preliminary voting results for items of business properly presented at the meeting and will disclose the results for those items in a Current Report on Form 8-K filed with the Securities and Exchange Commission within four business days of the Annual Meeting date. The press release with voting results will also be available on our website at www.3M.com/profile/pressbox/index.jhtml.

Delivery of documents to shareholders sharing an address

Securities and Exchange Commission rules allow us to deliver a single copy of an annual report and proxy statement to any household not participating in electronic proxy material delivery at which two or more shareholders reside, if we believe the shareholders are members of the same family (a practice called “householding”). We believe that householding benefits both you and the Company by eliminating duplicate mailings to shareholders living at the same address and by reducing our printing and mailing costs. Each shareholder 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 calling 1-800-579-1639, by going to www.proxyvote.com, by e-mailing sendmaterial@proxyvote.com, or by writing to 3M Company, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Alternatively, if your household received multiple sets of proxy materials this year, and members of your household who are entitled to receive proxy materials would all prefer to receive only a single set of proxy materials, you may submit such a request as specified in the preceding sentence.

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 shareholders to consent to such elimination, or through implied consent if a shareholder does not request continuation of duplicate mailings. Since not all brokers and nominees may offer shareholders the opportunity this year to eliminate duplicate mailings, you may need to contact your broker or other nominee directly to discontinue duplicate mailings to your household.

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List of shareholders

A list of the shareholders of record entitled to vote at the Annual Meeting will be available for inspection online at the virtual Annual Meeting for any purpose germane to the meeting. The list also will be available for ten days prior to the meeting during normal business hours at 3M Center, St. Paul, MN 55144, by contacting the Secretary of the Company.

Cost of proxy solicitation

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 by electronic communication by our directors, officers, and employees, who will 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 $22,000$24,200 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.

Transfer agent

Our transfer agent is EQ Shareowner Services. All communications concerning shareholders of record accounts, including address changes, name changes, common stock transfer requirements, and similar issues can be handled by contacting EQ Shareowner Services at 1-800-401-1952 (U.S.), 651-450-4064 (outside the U.S.), www.shareowneronline. comwww.shareowneronline.com or in writing, P.O. Box 64854, St. Paul, MN 55164-0854.

Requirements for submission of shareholder proposals for next year’s Annual Meeting

In order for a shareholder proposal to be considered for inclusion in 3M’s Proxy Statement for next year’s Annual Meeting, our Corporate Secretary must receive the proposal by November 23, 2022.2023. Such proposals must be sent via registered, certified, or express mail (or other means that allows the shareholder to determine when the proposal was received by the Company) to: Michael M. Dai, Vice President, Associate General Counsel and Secretary, 3M Company, 3M Center, Building 220-9E-02, St. Paul, MN 55144-1000. Such proposals must comply with the Securities and Exchange Commission’s regulations regarding the inclusion of shareholder proposals in Company sponsored proxy materials, such as the shareholder continuing to own a minimum number of shares until the Annual Meeting and appearing in person or throughhaving an authorized representative appear at the meeting to present the proposal.

Alternatively, shareholders intending to present a proposal at next year’s Annual Meeting without having it included in the Company’s Proxy Statement must comply with the requirements set forth in the Company’s Bylaws, a copy of which is available at www.3M.com under Investor Relations — Governance. Our Bylaws require, among other things, that our Corporate Secretary receive written notice from the shareholder no earlier than the close of business on November 23, 2022,2023, and no later than the close of business on December 23, 2022.2023. The notice must contain the information required by our Bylaws.

Proposals received by the Corporate Secretary after the dates mentioned will not be included in the Proxy Statement or acted upon at next year’s Annual Meeting.

By order of the Board of Directors.

 

Michael M. Dai

Vice President, Associate General Counsel and Secretary

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Appendix A: Supplemental consolidated statement of income information

Appendix A:
Supplemental consolidated
statement of income information