8-KLeadership ChangesMaterial AgreementsExhibits & Filings

3M CO 8-K Report, Material Agreement (Dec 9, 2005)

Filed December 9, 2005For Securities:MMM

Summary

This 8-K filing announces a significant leadership change at 3M Company (MMM), reporting the entry into an employment agreement with George W. Buckley as Chairman, President, and Chief Executive Officer, effective December 6, 2005. Mr. Buckley, previously the CEO of Brunswick Corporation, brings extensive executive experience to 3M. This appointment follows the departure of Robert S. Morrison, who served as interim CEO. The filing details the comprehensive terms of Mr. Buckley's employment, including his compensation package, which features a substantial base salary, performance-based bonuses, significant stock options, and restricted stock units. The agreement also outlines provisions for retirement benefits, severance, relocation assistance, and perquisites, reflecting a substantial commitment by 3M to secure and retain its new top executive.

Key Highlights

  • 1George W. Buckley appointed as Chairman, President, and Chief Executive Officer of 3M, effective December 6, 2005.
  • 2Mr. Buckley's employment agreement has an initial term of 3 years, automatically extending to 2 years, with an end date tied to his 65th birthday.
  • 3Annual base salary for Mr. Buckley is set at $1,600,000, with potential for increases.
  • 4Target annual bonus is the greater of $2,600,000 or 150% of base salary, with performance-based payout potential.
  • 5Significant initial equity grants include options for 250,000 shares and 50,000 restricted stock units, with further stock options and performance units planned.
  • 6Comprehensive benefits package includes relocation assistance with a tax gross-up, life insurance premiums, substantial severance provisions, and executive perquisites.
  • 7Robert S. Morrison, the interim CEO, will continue as an employee through December 31, 2005, and remain on the Board of Directors.

Frequently Asked Questions

George W. Buckley has been appointed as the new Chairman, President, and Chief Executive Officer of 3M Company, effective December 6, 2005. He is a seasoned executive, having previously served as Chairman, President, and CEO of Brunswick Corporation since 2000.

The employment agreement has an initial term of 3 years, starting from December 6, 2005. After December 6, 2006, the agreement automatically extends to always have a remaining term of 2 years, unless otherwise agreed, with a definitive end date of Mr. Buckley's 65th birthday, February 23, 2012.

Mr. Buckley's compensation package is substantial, including an annual base salary of $1,600,000, a target annual bonus of at least $2,600,000 (or 150% of base salary), significant initial grants of stock options and restricted stock units, further long-term equity awards, and performance unit awards. The package also includes comprehensive benefits, relocation assistance, and provisions for severance and retirement.

Robert S. Morrison, who served as 3M's interim Chief Executive Officer, will continue as an employee of the company through December 31, 2005, and will remain a member of 3M's Board of Directors.