Summary
3M Company (MMM) announced on February 7, 2023, that its Board of Directors has approved amended and restated Bylaws, effective immediately. These changes are primarily driven by new Securities and Exchange Commission (SEC) rules concerning universal proxy cards and a routine review of the company's governing documents. The updated Bylaws aim to enhance transparency and streamline the proxy process for shareholder meetings. Key modifications include new requirements for stockholders submitting nominations or business proposals. These involve a representation of intent to solicit proxies from a significant portion of shareholders (at least 67%) and providing evidence of compliance with Rule 14a-19 under the Exchange Act. The Bylaws also introduce requirements for additional nominee information and a definition of beneficial ownership. Furthermore, a new rule mandates the use of a proxy card color other than white for any stockholder directly or indirectly soliciting proxies.
Key Highlights
- 13M's Board of Directors approved Amended and Restated Bylaws on February 7, 2023.
- 2The changes are in response to new SEC universal proxy card rules and periodic bylaw review.
- 3Stockholder nomination notices must now include a representation of intent to solicit proxies from at least 67% of outstanding shares.
- 4Evidence of compliance with SEC Rule 14a-19 must be provided at least five business days before the meeting.
- 5Additional information regarding director nominees' independence and eligibility may be requested by the Company.
- 6A definition of beneficial ownership has been incorporated into the Bylaws.
- 7Stockholders soliciting proxies must use a proxy card color other than white.