Current Report Filing (8-k)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
November 6, 2019
3M COMPANY
(Exact Name of Registrant as Specified in
Its Charter)
Delaware
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File No. 1-3285
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41-0417775
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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3M Center, St. Paul, Minnesota
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55144-1000
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(Address of Principal Executive Offices)
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(Zip Code)
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(Registrant’s Telephone Number, Including
Area Code) (651) 733-1110
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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o
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, Par Value $.01 Per Share
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MMM
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New York Stock Exchange, Inc.
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MMM
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Chicago Stock Exchange, Inc.
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1.500% Notes due 2026
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MMM26
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New York Stock Exchange, Inc.
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Floating Rate Notes due 2020
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New York Stock Exchange, Inc.
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0.375% Notes due 2022
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MMM22A
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New York Stock Exchange, Inc.
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0.950% Notes due 2023
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MMM23
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New York Stock Exchange, Inc.
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1.750% Notes due 2030
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MMM30
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New York Stock Exchange, Inc.
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1.500% Notes due 2031
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MMM31
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New York Stock Exchange, Inc.
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Note: The common stock of the Registrant
is also traded on the SWX Swiss Exchange.
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the exchange Act.
¨
Item 8.01. Other Events
Michael F. Roman, Chairman and Chief Executive Officer, adopted
a prearranged trading plan on November 6, 2019, in accordance with guidelines specified by Rule 10b5-1 under the Securities Exchange Act of 1934, and 3M Company’s policies regarding transactions in 3M securities by insiders.
Rule 10b5-1 plans permit insiders to sell a specified portion
of their holdings at a specified time or over a specified period of time pursuant to a written plan established at a time when
the insider is not in possession of material non-public information. A Rule 10b5-1 plan offers an opportunity for an
insider to provide for future transactions without concern about unforeseen future events that may be considered material non-public
information at the time those transactions occur. A Rule 10b5-1 plan may, for example, allow an insider to exercise,
on specified future dates, an employee stock option that may be nearing expiration, and simultaneously sell some or all of the
shares underlying the option to generate the cash needed to pay the exercise price of the option and related income tax obligations.
In the absence of a Rule 10b5-1 plan, an insider may be prohibited by insider trading rules from selling the option stock
to pay the option exercise price and the related taxes, effectively depriving the insider of the ability to realize the benefit
of the option.
Mr. Roman’s plan contemplates (A) the exercise of two
fully vested employee stock options to purchase a total of 18,973 shares of 3M common stock, in each case provided that the market
price of 3M common stock exceeds the exercise price of the option at the time of exercise, and (B) the sale of all of the shares
underlying one of the options, and the sale of a sufficient number of shares underlying the other option to pay the exercise price
of that option and related tax withholding obligations. All transactions under the plan, if they occur, are expected
to be completed by May 4, 2020. Mr. Roman is and, assuming execution of the transactions contemplated by the plan, would
remain above the minimum stock ownership thresholds established by the Company for its executive officers. Any transactions
under the plan will be disclosed publicly on Form 4 and, if applicable, in a Form 144, in each case as filed with the
Securities and Exchange Commission.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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3M COMPANY
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By:
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/s/ Ivan K. Fong
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Ivan K. Fong,
Senior Vice President, General Counsel & Secretary
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November 6, 2019
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