8-KLeadership ChangesExhibits & Filings

3M CO 8-K Report, Executive Changes (Aug 10, 2015)

Filed August 10, 2015For Securities:MMM

Summary

This 8-K filing by 3M Company (MMM) on August 10, 2015, primarily announces a significant addition to its Board of Directors. David B. Dillon, former CEO and Chairman of The Kroger Co., has been elected to the Board, increasing its size to 11 members. Mr. Dillon brings extensive experience in the retail sector and has been deemed an independent director, financially literate, and an audit committee financial expert by the Board. His appointment is expected to bolster the Board's expertise, particularly in financial oversight, as he will serve on the Audit and Nominating and Governance committees. Investors should note that Mr. Dillon will participate in the company's established compensation program for non-employee directors, which includes both cash retainers and stock awards. The filing also includes a press release dated August 10, 2015, as an exhibit.

Key Highlights

  • 13M Company elected David B. Dillon to its Board of Directors, effective August 9, 2015.
  • 2Mr. Dillon's appointment increased the Board size from 10 to 11 directors.
  • 3He previously served as CEO and Chairman of The Kroger Co., bringing substantial retail industry experience.
  • 4The Board has determined Mr. Dillon to be an independent director, financially literate, and an audit committee financial expert.
  • 5Mr. Dillon has been appointed to the Audit and Nominating and Governance committees of the Board.
  • 6Non-employee directors receive an annual compensation package of $280,000, including cash and stock retainers.
  • 7The filing references an attached press release dated August 10, 2015.

Frequently Asked Questions

David B. Dillon is a newly elected member of 3M's Board of Directors. He has a significant background in the retail industry, having served as the Chief Executive Officer of The Kroger Co. from 2003 to 2013 and as its Chairman of the Board until his retirement in 2014.

Mr. Dillon was appointed to fill a vacancy created by an increase in the Board's size. His appointment is intended to enhance the Board's expertise, particularly given his extensive experience and his designation as an independent director, financially literate, and an audit committee financial expert.

Mr. Dillon has been appointed to serve on the Audit Committee and the Nominating and Governance Committee of 3M's Board of Directors. These roles will involve oversight of financial reporting, internal controls, and corporate governance matters.

Mr. Dillon will participate in 3M's standard compensation program for non-employee directors. This program, effective January 1, 2015, provides an annual compensation of $280,000, comprising a $120,000 cash retainer and a $160,000 stock retainer, payable in 3M common stock.