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AGM 2024

May 14, 2024

Operator

Good morning, ladies and gentlemen. Welcome to the 2024 annual shareholder meeting of 3M Company. Now I will turn the meeting over to Mr. Bruce Jermeland of 3M. Mr. Jermeland?

Bruce Jermeland
Senior Vice President of Investor Relations, 3M

Thank you. Good morning, everyone. Welcome to the 2024 annual shareholder meeting of 3M Company. I am Bruce Jermeland, Senior Vice President of Investor Relations. With me today are Mike Roman, Executive Chairman of 3M's Board of Directors, and Michael Duran, our Corporate Secretary. Let me begin with a few opening remarks, then I will turn the meeting over to Mike. First, the polls are now open. Although we do not expect any technical difficulties today, in the unlikely event we lose audio or webcast connection, please stand by and allow us time to resolve the issue and resume the meeting, or otherwise provide an update about the meeting. If a technical disruption prevents us from continuing the meeting and the meeting is not adjourned, the polls will close immediately.

In that situation, votes received prior to the time the polls were closed will be counted, and the meeting will not be reconvened. In any event, the final voting results will be announced publicly later this week. Next, please note that during today's meeting we'll make certain predictive statements that reflect our current views about 3M's future performance and financial results. These statements are based on certain assumptions and expectations of future events that are subject to risks and uncertainties. Please refer to our most recent Form 10-Q for the most important risk factors that could cause actual results to differ from our predictions. The forward-looking statements are included in today's meeting agenda that is linked at the bottom of the webcast screen. Finally, shareholders may submit questions electronically during the meeting by typing your question in the Q&A box located at the bottom of the webcast screen.

Shareholders also have had the opportunity to submit questions via the proxy vote website in advance of the meeting. We respond to these questions following the business-related items in accordance with the procedural rules. We also intend to address questions pertinent to the meeting that are not answered today either by direct response or postings on our Investor Relations website. Now let me introduce 3M's Executive Chairman of the Board, Mike Roman, to begin the meeting.

Mike Roman
Executive Chairman, 3M

Thank you, Bruce. Good morning, everyone, and welcome to 3M's annual meeting of shareholders. Michael Duran, our Corporate Secretary, advises me that a quorum is present and that all shareholders of record have been sent a notice of this meeting. On the record date of March 19, 2024, there were approximately 553 million shares of common stock issued and outstanding. 79% are represented here today, present online, or by proxy. Therefore, I call this meeting to order. As noted, the polls on all proposals set forth in our notice and proxy statement are open. To vote, click on "Vote Here" at the bottom of the webcast screen. The polls will remain open until the conclusion of the "Business Items to Be Voted On" portion of the meeting. We have four business items for today, which Michael will conduct.

Following the business items, I will make brief remarks, then we will address shareholder questions and comments. It is now my privilege to introduce our Board of Directors. All 11 directors and one new director nominee are attending today's meeting through this live webcast. Thomas Brown, retired Group Vice President, Global Purchasing, Ford Motor Company. Bill Brown, new director nominee, Chief Executive Officer, 3M Company. Audrey Choi, retired Chief Sustainability Officer and Chief Marketing Officer, Morgan Stanley. Anne Chow, retired Chief Executive Officer, AT&T Business. Dave Dillon, retired Chairman of the Board and Chief Executive Officer, The Kroger Company. Jim Fitterling, Chairman of the Board and Chief Executive Officer, Dow Incorporated. Amy Hood, Executive Vice President and Chief Financial Officer, Microsoft Corporation. Suzan Kilsby, President, Global Markets, PayPal, Incorporated. Greg Page, retired Chairman of the Board and Chief Executive Officer, Cargill.

Pedro Pizarro, President and Chief Executive Officer and Director, Edison International. And Tom Sweet, retired Chief Financial Officer, Dell Technologies. I would like to take this opportunity to recognize and thank Mike Eskew for his many years of leadership, guidance, and counsel as our lead independent director. Mike has reached the mandatory retirement age for our board and is not standing for reelection. I wish Mike and his family all the best. I would also like to thank Jim Fitterling for taking on the lead independent director role, and I look forward to working closely with him. I will now turn the program over to Michael.

Michael Duran
Corporate Secretary, 3M

Thank you, Mike. Good morning, everyone. Before discussing the business items, please note that both the meeting agenda and the rules of conduct and procedures are posted and linked at the bottom of the webcast screen under "Meeting Materials." The rules and procedures are summarized on the screen here. They help ensure that we have a fair and orderly meeting. Our board has appointed Broadridge Financial Solutions to act as the inspector of election to the meeting. PricewaterhouseCoopers, our independent auditors, are also attending today's meeting through this live webcast. We will now review the matters to be voted on. Under the company's bylaws, the only matters properly before our shareholders today are those set forth in a notice of annual meeting and proxy statement.

As the agenda indicates, the Board of Directors is presenting three proposals, and one shareholder is presenting his proposal, all of which are described in a proxy statement. No other matters will be considered at the meeting. The first proposal is to elect 12 directors for a one-year term that expires at the 2025 annual meeting. The board's nominees are Thomas Brown, Bill Brown, Audrey Choi, Anne Chow, David Dillon, James Fitterling, Amy Hood, Suzan Kilsby, Gregory Page, Pedro Pizarro, Mike Roman, and Thomas Sweet. All nominees are standing for reelection except for Audrey Choi and Thomas Sweet, who joined our board in August and November 2023, respectively, and are standing for election for the first time. Our CEO, Bill Brown, is a new nominee to our board and is also standing for election for the first time.

The second proposal is to ratify the Audit Committee's appointment of PricewaterhouseCoopers as 3M's independent registered public accounting firm for 2024. The third proposal is to approve, on an advisory basis, our named executive officer's compensation as described in the proxy statement. The board recommends a vote for each nominee: for the proposal to ratify the selection of PricewaterhouseCoopers as 3M's independent registered public accounting firm for 2024, and for approval of the compensation of 3M's named executive officers. We will now consider the shareholder proposal on an enhanced share ownership policy. The proponent, Raymond Weber, may make a brief three-minute statement on the merits of the proposal. Mr. Weber?

Raymond Weber
Shareholder Proponent, 3M

Thank you, Michael. Resolved that the shareholders of 3M Company request that the Board of Directors adopt a policy requiring that the Chief Executive Officer, the Chief Executive Officer's direct reports, and all members of the board hold at least 10x their annual total compensation within three years of the adoption of such policy, or in the case of newly hired or appointed senior management or board members, within three years of their hiring or appointment date in shares of the company's common stock. The policy should also prohibit the company from extending any loans or other financial assistance to the covered executives and directors to enable them to acquire or retain shares of the company's common stock.

Supporting statement: I believe that by increasing the share ownership requirements as well as expansion of share ownership requirements to the board and CEO direct reports will enhance the alignment of interests between the company's senior management and directors and its long-term shareholders. By holding a significant stake in the company, the covered executives and directors will have a greater incentive to pursue strategies that create long-term value for the shareholders and will also create a more owner-oriented attitude. Furthermore, by holding shares of the company's common stock rather than stock options or other forms of equity compensation, the covered executives and directors will bear the downside risk as well as the upside potential of their decisions. I urge 3M shareholders to vote for this proposal. Thank you.

Michael Duran
Corporate Secretary, 3M

Thank you for your views. The board opposes your proposal as set forth in our proxy statement, including for the following reasons. 3M already maintains robust stock ownership guidelines and retention requirements for executive officers and directors that accomplish the objective of the proposal by aligning the interests of the executive officers and directors with shareholders. The requirements that the proposal would impose are excessive, overly restrictive, and inconsistent with current market practice, and would put the company at a competitive disadvantage for attracting and retaining talented executives and directors. Our other governance policies and compensation practices further align the interests of our executives and directors with the interests of our shareholders. For these reasons, the board recommends voting against this proposal. This concludes the review of the business matters to be voted on.

If you have not already voted your shares prior to the meeting, or if you wish to change your vote, you may do so by clicking on "Vote Here" at the bottom of the webcast screen. The polls are now closed. I will now turn the meeting back to our chairman.

Mike Roman
Executive Chairman, 3M

Thank you, Michael. I have been advised that the ballots have been counted, and subject to a final tabulation, I can give you the preliminary results provided by the inspector of election. Our shareholders have elected all board nominees for a one-year term, with support ranging from 88%-99%. You have ratified PricewaterhouseCoopers as 3M's independent public accounting firm for 2024 with 94% support. Approval on an advisory basis of the executive compensation proposal was supported by 45% shares voted, with 54% of shares voted against. The shareholder proposal on an enhanced share ownership policy was not approved, with 4.8% support. The final results will become part of the record of the meeting and will be reported in a Form 10-K.

With respect to the proposal to approve our executive compensation, which did not receive the requisite support vote, our board takes the results of the annual advisory vote seriously. The Compensation and Talent Committee of the board reviews our executive compensation program on an annual basis and considers our shareholder perspectives as one of the critical inputs in this review process. We work diligently to engage with investors ahead of today's meeting on this point. We look forward to engaging in further dialogue with our shareholders to understand their views as we work to ensure alignment of our executive compensation program with the interests of our shareholders. All business items have been completed, and the meeting is now adjourned. Before Q&A, I will make brief comments about 3M's 2023 results and our priorities moving forward. 2023 was a pivotal year for our enterprise.

Our team stayed relentlessly focused on doing what 3M does best, using 3M science to make indispensable products for our customers. Throughout 2023, we delivered on our commitments, with results that exceeded our original earnings and cash flow guidance in what remained a challenging demand environment in certain end markets, including consumer retail and electronics. Excluding restructuring, we expanded adjusted operating margin by 60 basis points, helping drive earnings of $9.24 per share, ahead of our initial guidance for $8.50-$9. We also translated our earnings momentum into strong cash generation, delivering a 30% increase in free cash flow and a conversion rate of 123%, well ahead of our initial guidance for 90%-100%. Our cash flows enabled us to continue to invest in the business while reducing net debt by $2 billion, or 17%, and returning $3.3 billion to shareholders through our dividend.

Our results demonstrate the positive impact of the changes we have made over the last several years. They also show our team's continued focus on executing our strategic priorities, which has positioned the company for long-term shareholder value creation. Most importantly, we delivered on our strategy to drive improved operational performance. In 2023, we took significant action to improve our performance across our businesses and our operational execution. We eliminated structure and modernized our technology by removing hundreds of legacy systems while simplifying our supply chains. Together, these initiatives are improving service levels, driving margin expansion, and increasing cash conversion. In 2023, we also prepared for the spinoff of our healthcare business, Solventum. We completed the spinoff on April 1st, creating two world-class companies well positioned to deliver shareholder value with distinct and compelling investment profiles.

As independent companies, both 3M and Solventum are better able to tailor their capital allocation and investment priorities, benefit from enhanced agility, and focus on their respective industry dynamics. We also made progress in addressing risk and uncertainty. First, our settlement agreement with U.S.-based public water suppliers received widespread support and participation and was granted final approval by the court on March 29th. We anticipate making total payments with a pre-tax present value of up to $10.3 billion over the next 13 years. The first payment is expected in the third quarter of 2024. Second is our settlement of the Combat Arms Multidistrict Litigation. As of today, more than 99.9% of claimants have chosen to participate. This provides us the finality and certainty the settlement was intended to achieve. We anticipate making total payments up to a pre-tax present value of $5.3 billion through 2029.

We continue to make progress on our exit of all PFAS manufacturing. We are on track to meet our commitment by the end of 2025, and are working closely with each of our customers to complete an orderly transition. Reflecting on our 2023 total company performance, our businesses finished the year strong. While Adjusted Organic Growth declined, reflecting softness in certain end markets, our disciplined execution supported strong improvements in Adjusted Operating Margins as we progressed through the year. Excluding restructuring charges, we delivered increased margins driven by benefits from manufacturing productivity, sourcing actions, and strong spending discipline. We also improved growth sequentially and drove strong cash generation. We continue to lead in our markets and innovate in emerging areas of opportunity, which are driving our performance in 2024.

For example, we shared during our recent Q1 earnings call that we are seeing organic growth in our transportation and electronics businesses as a team won share gains from spec-in wins and new product introductions with automotive and consumer electronics OEMs. This drove strong organic growth as the OEMs ramped production for new launches for end customers. As we build new platforms in our core, we are also prioritizing emerging growth opportunities in areas like climate technology, sustainable packaging, and industrial automation. We also continue to apply 3M science to our sustainability goals and are on track to meet or exceed each of our commitments around carbon, water, and plastics. For example, 3M has already delivered a 42% reduction in greenhouse gas emissions compared to our 2019 baseline. I encourage you to read our 2024 Global Impact Report for details on our progress.

We are also leading in sustainability through the products we produce. Our Sustainability Value Commitment requirement helps ensure that every new product 3M introduces will drive impact for the greater good, whether that's through reusability, responsible sourcing, or advancing our environmental stewardship. Sustainability is also crucial in how we show up for our communities. We are proud to be advancing sustainability, hosting the first-ever Environmental Justice Summit in 2023, which convened a broad range of stakeholders to discuss ways that companies can make a positive impact in their communities, such as our leadership in expanding skilled trade opportunities. We have had a strong start to 2024, and I want to thank our people for their dedication and continued focus on delivering value for our customers and shareholders. In addition, Bill Brown assumed the role of CEO on May 1st.

I look forward to working with him as Executive Chairman as he transitions into the new role. That wraps up my remarks, and I will turn it over to Bruce for the Q&A.

Bruce Jermeland
Senior Vice President of Investor Relations, 3M

Thank you, Mike. We will now address shareholder questions and comments received in advance of the meeting and during the meeting. As noted in our procedural rules, where we have received multiple questions on the same topic, we've grouped them together and provided one answer. To start off, we have a question that came in prior to the meeting from Mr. David DeDiu: Why do we give shares to executives and directors? How much 3M stock do our directors own?

Mike Roman
Executive Chairman, 3M

Thank you, Mr. DeDiu, for your question. First, three general principles guide our board compensation decisions. The first is pay directors fairly for their 3M board work and contributions. Second is ensure that a significant portion is paid in stock, and for us, that's over 55% of their compensation in stock, and ensure that we have a simple and transparent comp structure. It's also important that we align our directors' compensation with the long-term interests of shareholders, and that includes a requirement that 3M board members cannot sell stock compensation until after they leave the 3M board. These policies and this approach are competitive with peer companies and validated by independent consultants.

Bruce Jermeland
Senior Vice President of Investor Relations, 3M

Thank you, Mike. There were no further questions submitted either online or during the live meeting. That concludes the question-and-answer portion of our meeting and today's webcast. Thank you very much, everyone, for joining us, and have a good day.

Operator

Thank you, ladies and gentlemen. This concludes the 2024 annual shareholder meeting of 3M Company. Goodbye.

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