3M (MMM)
Sector: Industrials
2026 Annual Meeting Analysis
3M · Meeting: May 12, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Elect the 10 director nominees identified in this Proxy Statement
Bozeman joined the board in 2025 (within 24 months of the meeting), making him exempt from the TSR performance trigger; he is independent, holds only one outside public board seat (C.H. Robinson), and attendance was 99% overall for the board.
Brown has served since 2013 and is independent; 3M's 3-year price return of 88.2% is strongly positive and outpaces the XLI sector ETF benchmark by +12.0 percentage points, well below the 65-point gap needed to trigger a vote against, so no TSR concern applies; he holds one outside board seat and attendance exceeds 75%.
Brown (CEO/Chairman) has served since 2024 — less than 24 months — making him exempt from the TSR trigger; as a sitting CEO he holds only one outside public board seat (Becton Dickinson), within the two-seat limit; the Say on Pay vote is handled separately under Proposal 3.
Choi joined in 2023 (within 24 months of the 2026 meeting date), making her exempt from the TSR trigger; she is independent, holds no outside public board seats, and overall board attendance was 99%.
Chow joined in 2023 (within 24 months of the 2026 meeting date), making her exempt from the TSR trigger; she is independent, holds two outside public board seats, within policy limits, and attendance exceeds the 75% threshold.
Fitterling is the Lead Independent Director and has served since 2021; 3M's 3-year return of +88.2% is strongly positive and the gap to the XLI ETF benchmark is only +12.0 percentage points, far below the 65-point trigger threshold; as a sitting CEO (Dow Inc.) he holds one outside board seat (3M itself), within the two-seat limit.
Kereere has served since 2022; 3M's 3-year TSR is strongly positive and outperforms the XLI ETF, so no TSR trigger applies; she is independent, holds no outside public board seats, and attendance exceeds 75%.
Mitchill joined the board in February 2026, which is within 24 months of the meeting date, making him exempt from the TSR trigger; he is independent, holds no outside public board seats, and brings deep financial expertise as CFO of RTX Corporation.
Pizarro joined in 2023 (within 24 months of the 2026 meeting date), making him exempt from the TSR trigger; he is independent, holds one outside public board seat (Edison International), within policy limits, and attendance exceeds 75%.
Sweet joined in 2023 (within 24 months of the 2026 meeting date), making him exempt from the TSR trigger; he is independent, holds two outside public board seats (Medline Inc. and Trimble Inc.), within policy limits, and brings strong financial expertise as former CFO of Dell Technologies.
All 10 director nominees pass policy screens: 3M's 3-year stock return of +88.2% outperforms the XLI sector ETF by +12.0 percentage points, well below the 65-point threshold needed to trigger TSR-based votes against long-tenured directors; seven of the ten nominees joined within the past 24 months and are exempt from the TSR trigger entirely; no director exceeds overboarding limits; and overall board attendance was 99% in 2025. Vote FOR all 10 nominees.
Say on Pay
✓ FORCEO
William M. Brown
Total Comp
$21,005,009
Prior Support
91%%
The prior year Say on Pay vote received 91% support, well above the 70% threshold, indicating broad shareholder satisfaction with the program. CEO total compensation of approximately $21 million is within a reasonable range for a large-cap industrial conglomerate of 3M's size (~$78 billion market cap), and the pay structure is strongly performance-oriented — the proxy discloses that 90% of CEO target pay is incentive-based and at risk, comfortably exceeding the 50-60% minimum threshold. Pay-for-performance alignment is credible: the Annual Incentive Plan paid out at 118.9% of target in line with a 26.4% one-year total shareholder return that outpaced the S&P 500 Industrials index, and the 2023 performance share awards paid out at 118.4% of target reflecting 21.3% annualized three-year total shareholder return; a comprehensive clawback policy and robust stock ownership requirements further reinforce good governance.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
28 yrs
Audit Fees
$18,200,000
Non-Audit Fees
$1,200,000
PwC has been 3M's auditor since 1998 (and predecessor Coopers & Lybrand since 1975), giving it a combined relationship of roughly 28 years — exceeding the 25-year tenure threshold that triggers a vote against under our policy. The non-audit fee ratio is not a concern: non-audit fees (audit-related fees of $0.4M plus tax fees of $0.8M = $1.2M) represent only about 6.6% of audit fees ($18.2M), well below the 50% threshold. However, the proxy does not provide a compelling rationale for retaining an auditor of this tenure — it references lead partner rotation (which is required by SEC rules) and general quality reviews, but does not disclose an active multi-year rotation plan or exceptional circumstances that would justify continued engagement beyond 25 years, so the tenure trigger stands.
Overall Assessment
The 2026 3M annual meeting ballot contains three proposals: director elections (FOR all 10 nominees based on strong TSR performance and clean governance profiles), auditor ratification (AGAINST PricewaterhouseCoopers due to confirmed tenure of approximately 28 years exceeding the 25-year policy threshold without a compelling disclosed rationale for continued engagement), and Say on Pay (FOR based on 91% prior-year support, a strongly performance-weighted pay structure, and pay outcomes that tracked shareholder returns). No stockholder proposals appear on this year's ballot.