3M Company (MMM)
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ASM 2018

May 8, 2018

Speaker 1

Good morning, and welcome to 3 ms's 2018 Annual Meeting of Shareholders. Greg Larsen, our Corporate Secretary, advises 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 13, 2018, there were approximately 595,000,000 shares of common stock issued and outstanding. 86% are present here today in person or by proxy. Therefore, I declare this meeting open for business.

We have 5 business items on the agenda for today, which Greg Lawson will discuss. First, however, I will make some brief comments about our enterprise beginning with our 2017 performance. In 2017, we executed a 3 ms playbook and delivered on each of our 4 long term financial metrics. We posted earnings of $9.17 share, a 12% increase year on year. Organic growth was a robust 5% with growth across all business groups and all geographic areas.

We posted free cash flow conversion of 100%, along with a return on invested capital of 21%. In addition to these financial results, we continue to deploy significant capital to grow the business and to return cash to you, our shareholders. Last year, we invested more than €5,000,000,000 in a combination of research and development, CapEx and acquisitions. We also paid €2,800,000,000 in dividends and repurchased €2,100,000,000 of 3M shares. And as a reminder, we increased in Q1 the dividend for 2018 by 16%.

Looking over the last 5 years, we have more than doubled our dividend. We have also increased the dividend for 60 consecutive years, and we have paid dividends without interruption for more than 100 years. In 2017, we also made good progress on our 3 key levers, which are significant value creators. The first lever is portfolio management, an ongoing process is making us more competitive and more relevant to our customers and the marketplace. Portfolio management includes acquisitions and divestitures, and we were very active on both fronts in 2017.

Investing in innovation is the 2nd lever. We have stated many times, research and development is the heartbeat of 3 ms. And last year, we invested €1,900,000,000 in research and development or 6% of sales. These investments support organic growth, which is our primary growth strategy, along with ability to deliver premium margins and return on invested capital. The 3rd lever is business transformation, which starts and ends with our customers.

Our rollout is on track, and we are already seeing benefits for our customers and for 3 ms. In summary, 2017 was a successful year, and we executed well, delivered strong results and made investments for the future. Turning to 2018. I will now make some comments on our Q1 performance. Our team opened a new year with broad based organic growth of 3% with positive growth across all business groups.

We expanded margins to 23% and posted a 16% increase in earnings per share. As we discussed on our earnings call 2 weeks ago, the quarter included many areas of strength but also a few areas of softness that temper overall growth. As a result, we adjusted the top end of our full year guidance for organic growth and earnings per share. Going forward, I'm confident in the world class capabilities of our enterprise, and we will remain well positioned to deliver a strong result in 20 18. That concludes my remarks.

And at this point in time, I will introduce our Board of Directors. I will ask our board members to please stand as they are introduced and remain standing. And please hold your applause until all are introduced. I will start with Sandra Barber, Retired Executive Vice President, Information Systems and Global Solutions, Lockheed Martin Corporation Tony Brown, Retired Group Vice President, Global Purchasing, Ford Motor Company Dave Dillon, Retired Chairman of the Board and Chief Executive Officer, the Kroger Company Mike Eskow, who could not join us today, is the retired Chairman of the Board and Chief Executive Officer, United Partial Service. Herb Henkel, Retired Chairman of the Board and Chief Executive Officer, Ingleson Rand Amy Hood, Executive Vice President and Chief Financial Officer, Microsoft Corporation Moonta Kent, Chairman of the Board and Retired Chief Executive Officer, The Coca Cola Company Ed Lilly, Retired Chairman of the Board and Chief Executive retired Chairman of the Board and Chief Executive Officer, the Allstate Corporation Greg Page, retired Chairman of the Board and Chief Executive Officer, Cargill Incorporated Pat Worth, retired Chairman of the Board and Chief Executive Officer, ADM Company.

I would also like to introduce Mike Roman, 3 ms's CEO elect. Mike will become CEO on July 1 as I take on the new role as Executive Chairman. Today, Mike is also standing for election to the 3 ms Board. Now let's recognize our entire Board of Directors with an applaud. Thank you, and I will now turn the program over to Greg Lawson.

Greg?

Speaker 2

Well, thank you, Inge. Good morning, everyone. Before discussing the business items, please review the meeting rules you received this morning. They are summarized on the screen behind me. These rules allow 3 ms to better accommodate the shareholders who attend this meeting and to be fair to everyone who wishes to speak.

As the agenda you also received indicates, the Board of Directors is presenting 3 proposals and stockholders are presenting 2 proposals, all of which are described in the proxy statement. We will vote on all of these proposals together after presenting each one. No other items of business will be considered at the meeting. The first proposal is to elect 12 directors for a 1 year term that expires at the 2019 annual meeting. The awards nominees are Sandra Barber, Tony Brown, Dave Dillon, Mike Eskew, Herb Henkel, Amy Hood, Muhtar Kent, Ed Liddy, Greg Page, Mike Roman, Inge Tulin and Pat Wirtz.

All nominees are standing for reelection to the Board, except Amy Hood and Mike Roman, who are standing for election to the Board for the first time. The second proposal is to ratify the audit committee's appointment of PricewaterhouseCoopers as 3 ms's independent registered public accounting Coopers as 3 ms's independent registered public accounting firm for 2018. The 3rd proposal is to approve our executives' compensation as described in the proxy statement. The Board recommends a vote for each nominee and for each of these proposals. We will now consider the stockholder proposals.

The first proposal is on special meetings. Larry Lindsay Curricchio represents James McRitchie and may make a brief 3 minute statement on the merits of the proposal. Is Mr. Curricchio here? If not, the proposal is not before the meeting and we will not vote on it.

Next, I would like to call on Sean Gilchrist to present the stockholder proposal on CEO compensation.

Speaker 3

Good morning fellow shareholders. My name is Sean Gilchrist. I'm representing the United Steelworkers Union today and the several 1,000 members who work for 3 ms who are also members of our great union. Today's shareholders proposal number 5, we hope everyone here is considered voting in favor of it. According to the employee opinion study, what makes a great CEO by glassdoor.com, high CEO compensation can impact morale and productivity of non executive employees.

3 ms is no different than most Fortune 500 companies when it comes to CEO pay. It takes into heavy consideration what other CEOs make, peer group benchmarks. Our company consistently slots the CEO above the median of this benchmark. Since 3 ms's Board is mostly former CEOs, it's not a surprise that 3 ms CEO Inge Tulin's pay is on a rocket trajectory. The rules of math dictate that when figures, in this case compensation data are consistently placed above the median growth seems to compound.

While the global median compensation for a 3 employee was over $63,000 in 2017, Mr. Tulin earned $20,500,000 which turns out to be 324 times the median employee compensation. To address such a staggering ratio, the USW, the steelworkers, 3 ms Council is sponsoring the shareholders resolution at today's meeting. Our resolution, Proposal 5, setting target amounts for CEO compensation, request that the compensation committee of the Board of Directors take into consideration the pay grades and or salary ranges of all classifications of company employees when setting target amounts for CEO compensation, in addition to the peer group benchmarks. Unsurprisingly, the Board of Directors disagrees with our proposal.

Their main complaint is the significant time, cost and resource burden of incorporating this policy and practice. But this argument is rendered meaningless now that the Security and Exchange Commission compels companies to disclose the CEO pay ratio. So essentially this work is already done, the heavy burden that was asked for in the proposal. So therefore, we can think of no reason for this objection. And I would like to add, not knowing this prior that our company will be getting a new CEO, This is a perfect opportunity to for the shareholders to implement our proposal.

And we hope Mr. Roman in the future, you will consider looking into these ideas of helping to increase employee morale. I've been working with some of the 3 ms Council members and some of the members who work for the company and my personal feeling is that the company really could do some more work to help the employees kind of feel a bit part of the company that what they are doing really helps sustain the growth of the company on that aspect. So I encourage you to kind of take a strong consideration into that and the 3 ms Council there is there with the steel workers and we are willing to reach out and kind of work as hard as we can for the company and the betterment of the shareholders. Thank you today for your time.

Speaker 2

Thank you, Sean. The Board opposes your proposal for the following reasons. The company uses global compensation practices to ensure fair and reasonable employee compensation. We benchmark pay components to those other premier companies and adjust them as necessary to attract, retain and motivate employees at all levels throughout the company. Almost all stockholders support the current executive compensation program.

For the last 5 years, 96% of the votes cast on our say and pay proposal approved the compensation of the CEO and other named executive officers. Finally, the actions requested by the proposal to consider the pay grades and salary ranges of 91,000 employees when setting CEO compensation are ambiguous and would impose significant implementation costs and burden company resources without discernible benefit. For these reasons, the Board recommends voting against this proposal. We are finished presenting the items of business in the proxy statement and now it is time to vote. If you submitted your proxy over the Internet, by telephone or by mail, it will be voted as you instructed.

Please ask for a ballot only if you did not previously vote or if you wish to change your vote. If you need a ballot, please stand and an attendant will give you a ballot. When you've marked your ballots, please stand and the attendants will collect them. The polls are about to close. If there's any stockholder who has not turned in a ballot and wishes to do so at this time, please stand so that the attendants can pick up your ballot.

The polls are now closed. The preliminary results of the voting will be announced later in the meeting. This concludes the business segment of the meeting and our live webcast. For those watching online, thank you for joining us.

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