8-KCorporate ChangesExhibits & Filings

3M CO 8-K Report, Bylaw Amendment (Feb 12, 2009)

Filed February 12, 2009For Securities:MMM

Summary

This 8-K filing from 3M Company, dated February 11, 2009, primarily reports on an amendment to the company's bylaws and corporate governance guidelines concerning the election of directors. Effective February 10, 2009, the voting standard for director elections has been changed from a plurality to a majority of the votes cast, specifically for uncontested elections where the number of nominees does not exceed the number of director positions. This change aims to enhance director accountability to shareholders. In conjunction with this bylaw amendment, 3M's Board of Directors has also updated its Corporate Governance Guidelines. These guidelines now stipulate that any incumbent director failing to achieve a majority vote in an uncontested election must offer their resignation. The Board, guided by the Nominating and Governance Committee, will then decide whether to accept the resignation within 90 days of the election results being certified. This move reflects a trend towards greater shareholder influence in corporate governance and director performance.

Key Highlights

  • 13M Company amended its bylaws to require a majority vote for the election of directors in uncontested elections.
  • 2The previous standard for director elections was a plurality of votes cast.
  • 3The amendment is effective as of February 10, 2009.
  • 4In uncontested elections, a 'majority of the votes cast' means more 'for' votes than 'against' votes, excluding abstentions and broker non-votes.
  • 5If the number of nominees exceeds the number of directors to be elected (a 'Contested Election'), directors will still be elected by a plurality of votes cast.
  • 6Corporate Governance Guidelines were updated to require incumbent directors to offer their resignation if they do not receive a majority of votes in an uncontested election.
  • 7The Board of Directors will publicly disclose its decision on such resignation offers within 90 days of election certification.

Frequently Asked Questions

The main change is an amendment to 3M's bylaws and corporate governance guidelines to implement a majority vote standard for the election of directors in uncontested elections, replacing the previous plurality standard.

The amendment to the bylaws and corporate governance guidelines became effective on February 10, 2009.

Under the amended guidelines, an incumbent director who fails to receive a majority of the votes cast in an uncontested election must offer their resignation to the Board. The Board will then consider this offer and make a public decision within 90 days.

No, the majority vote standard specifically applies to 'uncontested elections' where the number of nominees does not exceed the number of directors to be elected. In 'contested elections,' where there are more nominees than positions, directors will still be elected by a plurality of votes cast.