2020 Notice of Annual Meeting & Proxy Statement

8:30 a.m., Central Daylight Time Tuesday, May 12, 2020

Archer Hotel 3121 Palm Way Austin, Texas 78758 A letter to our shareholders

A letter to our shareholders

Dear Shareholder:

I am pleased to invite you to attend 3M’s Annual Meeting of Shareholders, which will be held on Tuesday, May 12, 2020, at 8:30 a.m., Central Daylight Time at the Archer Hotel, 3121 Palm Way, Austin, Texas. Details regarding admission to the meeting and the business to be conducted are provided in the accompanying Notice of Annual Meeting and Proxy Statement. I will report on Company operations and discuss our future plans. There will also be time for your questions and comments.

I sincerely hope you will be able to join us at the Annual Meeting. For information on how to attend the Annual Meeting, or listen to the live webcast, please read “Annual Meeting Admission” on page 95 of the accompanying Proxy Statement. Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. You may vote your proxy on the Internet, by telephone, or, if this Proxy Statement was mailed to you, by Michael F. Roman completing and mailing the enclosed traditional proxy card. Please review the Chairman of the Board, President instructions on the proxy card or the electronic proxy material delivery notice and Chief Executive Officer regarding each of these voting options.

Thank you for your ongoing support of 3M.

Sincerely,

March 25, 2020

2 3M Company Notice of 2020 Annual Meeting of Shareholders

Items of business Time and Date Board 8:30 a.m., Central Daylight Time Recommendation 12 Tuesday, May 12, 2020 1. Elect the eleven directors identified in the Proxy Statement, “FOR” each for a term of one year. Place Archer Hotel, 3121 Palm Way 2. Ratify the appointment of PricewaterhouseCoopers LLP as “FOR” 3M’s independent registered public accounting firm for 2020. Austin, TX 78758

3. Appr ove, on an advisory basis, the compensation of our “FOR” Named Executive Officers. How to vote 4. Shareholder proposal on setting target amounts for CEO “AGAINST” compensation, if properly presented at the meeting. Whether or not you plan to attend the meeting, 5. Transact such other business as may properly come before please provide your proxy by either using the the Annual Meeting and any adjournment or postponement. Internet or telephone as further explained in this Proxy Statement or filling in, signing, Record date dating, and promptly mailing a proxy card. By Telephone You are entitled to vote if you were a shareholder of record at the close of business In the U.S. or Canada, you can vote on Tuesday, March 17, 2020. your shares toll-free by calling 1-800-690-6903. Adjournments and postponements By Internet You can vote your shares online at Any action on the items of business described above may be considered at the www.proxyvote.com. Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed. By Mail You can vote by mail by marking, dating, and signing your proxy Annual report card or voting instruction form and returning it in the postage-paid Our 2019 Annual Report, which is not part of the proxy soliciting materials, is envelope. enclosed if the proxy materials were mailed to you. The Annual Report is accessible on the Internet by visiting www.proxyvote.com, if you have received the Notice of Internet Availability of Proxy Materials, or previously consented to the electronic Attending the meeting delivery of proxy materials. If you wish to attend the Annual Meeting in person, you will need to RSVP and print your By Order of the Board of Directors, admission ticket at www.proxyvote.com. An admission ticket together with a valid government issued photo identification must be presented in order to be admitted to the Annual Ivan K. Fong Meeting. Please refer to the section entitled Senior Vice President, General Counsel and Secretary “Annual Meeting Admission” on page 95 of the 3M Company Proxy Statement for further details. 3M Center, St. Paul, 55144 We are actively monitoring the coronavirus (COVID-19) situation. In the event it is not possible or advisable to hold our Annual Meeting Important Notice regarding the availability of proxy materials for the Annual in person, we will publicly announce, as soon as Meeting of Shareholders to be held on May 12, 2020. practicable before the meeting, a determination to hold the meeting solely by means of remote The Notice of Annual Meeting, Proxy Statement, and 2019 Annual Report are available communication online. In that event, you or your at www.proxyvote.com. Enter the 16-digit control number located in the box next to proxyholder could participate, vote and examine the arrow on the Notice of Internet Availability of Proxy Materials or proxy card to view the list of shareholders of record by accessing a these materials. designated website using your 16-digit control number. Please monitor our investor relations THIS PROXY STATEMENT AND PROXY CARD, OR THE NOTICE OF INTERNET website at https://investors.3m.com for updated AVAILABILITY OF PROXY MATERIALS, ARE BEING DISTRIBUTED TO information. SHAREHOLDERS ON OR ABOUT MARCH 25, 2020. 2020 Proxy Statement 3 Table of contents

Table of contents

Message from our Chairman and Chief Compliance 31 Executive Officer 2 3M’s codes of conduct 31 Public policy engagement 31 Commitment to sustainability 32 Notice of 2020 Annual Meeting Related person transaction policy and procedures 33 of Shareholders 3 Policy on adoption of a rights plan 34 Board structure and processes 34 Proxy highlights 6 Board’s leadership structure 34 Director nominees 6 Independent lead director 35 Executive sessions 36 Corporate governance highlights 7 Board committees 36 Significant corporate governance actions 8 Board, committees, and director evaluations 36 Executive compensation 9 Board and committee information 36 Selected 2019 financial performance and Audit Committee 38 business highlights 10 Compensation Committee 39 Elements of target 2019 total direct compensation 11 Finance Committee 40 Compensation policies and practices 11 Nominating and Governance Committee 41 Noteworthy compensation program actions since Science, Technology & Sustainability Committee 42 January 1, 2019 12 Director compensation and stock Corporate governance at 3M 13 ownership guidelines 42 Director compensation philosophy and elements 42 Proposal No. 1 Elect the Eleven Directors 2019 director compensation table 44 Identified in this Proxy Statement 13 Reasonableness of non-employee Nominees for director 14 director compensation 44 Stock ownership guidelines 45 Board Membership Criteria 19 Hedging and pledging policies 45 Director nominees – Diversity of skills and experience 20 Audit Committee matters 46 Diversity 20 Proposal No. 2 Ratification of the Appointment Identification, evaluation, and selection of Independent Registered Public Accounting Firm of nominees 21 for 2020 46 Director independence 21 Nominees proposed by shareholders 22 Audit Committee report 47 Shareholder nominations – Advance notice bylaw 22 Audit Committee policy on pre-approval of audit Proxy access nominations 22 and permissible non-audit services of the independent accounting firm 48 Corporate governance overview 23 Fees of the independent accounting firm 48 Corporate governance highlights 23 Audit Committee restrictions on hiring employees Corporate governance guidelines 28 of the independent accounting firm 49 Board’s role in the Company’s long-term strategy 28 Board’s role in risk oversight 30 Management succession planning 30 Communication with directors 31

4 3M Company Executive compensation 50 Other information 95 TABLE OF CONTENTS Proposal No. 3 Advisory Approval of Proxy statement 95 Executive Compensation 50 Purpose of the Annual Meeting 95 Compensation Discussion and Analysis 51 Annual Meeting Admission 95 Section I: Executive summary 51 Information about the Notice of Internet Section II: How we determine Availability of Proxy Materials 96 executive compensation 57 Shareholders entitled to vote 97 Section III: How we paid our named executive Proposals you are asked to vote on and the officers in 2019 65 Board’s voting recommendations 98 Section IV: Ways in which we address risk Voting requirements to elect directors and and governance 71 approve each of the proposals described in this proxy statement 99 Compensation Committee report 73 Voting methods 100 Compensation Committee interlocks and Changing your vote 101 insider participation 73 Counting the vote 101 Confidentiality 101 Executive compensation tables 74 Results of the vote 101 2019 summary compensation table 74 Delivery of documents to shareholders 2019 all other compensation table 75 sharing an address 101 Grants of plan-based awards 75 List of shareholders 102 2019 outstanding equity awards at Cost of proxy solicitation 102 fiscal year-end table 77 Transfer agent 102 2019 option exercises and stock vested table 80 Requirements for submission of shareholder Pension benefits 81 proposals for next year’s Annual Meeting 102 Nonqualified deferred compensation 82 Potential payments upon termination or Appendix A - Supplemental consolidated change in control 84 statement of income information 103 Pay ratio 89 Shareholder proposal 90

Proposal No. 4 Shareholder Proposal on Setting Target Amounts for CEO Compensation 90 Board’s statement opposing the proposal 91 Stock ownership information 92

Security ownership of management 92 Common stock and total stock-based holdings 92 Security ownership of certain beneficial owners 93

2020 Proxy Statement 5 Proxy highlights

Proxy highlights

PROPOSAL Elect the Eleven Directors Identified in this “FOR” each Proxy Statement nominee to the Board • Elect the eleven directors identified in this Proxy Statement, each for a term 1 of one year. • Our nominees are distinguished leaders who bring a mix of skills and Page 13 qualifications to the Board and can represent the interests of all shareholders.

Director nominees

Director 3M Committees Director Nominee and Occupation Age Since Other Current Public Boards A C N&G STS Thomas “Tony” K. Brown Independent 64 2013 • ConAgra Foods, Inc. Retired Group Vice President, Global Purchasing, Ford Motor Company Pamela J. Craig Independent 63 2019 • Merck & Co. Retired Chief Financial Officer, Accenture plc • Progressive Corporation David B. Dillon Independent 68 2015 • Union Pacific Corporation Retired Chairman of the Board and Chief Executive Officer, The Kroger Co. Michael L. Eskew Independent Lead Director 70 2003 • The Allstate Corporation Retired Chairman of the Board and Chief Executive • Eli Lilly and Company Officer, United Parcel Service, Inc. • International Business Machines Corporation (independent lead director) Herbert L. Henkel Independent 71 2007 • Herc Holdings, Inc. (non-executive Retired Chairman of the Board and Chief Executive chair) Officer, Ingersoll-Rand plc Amy E. Hood Independent 48 2017 Executive Vice President and Chief Financial Officer, Corporation Muhtar Kent Independent 67 2013 Retired Chairman of the Board and Chief Executive Officer, The Coca-Cola Company Dambisa F. Moyo Independent 51 2018 • Founder and CEO, Mildstorm, LLC Gregory R. Page Independent 68 2016 • Deere & Company Retired Chairman of the Board and Chief Executive • Eaton Corporation plc Officer, • Corteva, Inc. (non-executive chair) Michael F. Roman 60 2018 Chairman of the Board, President and Chief Executive Officer, 3M Company Patricia A. Woertz Independent 67 2016 • The Procter & Gamble Company Retired Chairman of the Board and Chief Executive Officer, Archer-Daniels-Midland Company

Chair A: Audit N&G: Nominating and Governance Member C: Compensation STS: Science, Technology & Sustainability

6 3M Company PROXY HIGHLIGHTS

7 Woertz F 4 67 3 3

boards 1 Roman 2 M 60 1 2

boards Not Independent Not Page 4 M 68 1 5

board Moyo 11 F 2 51 0 3

boards

Independent 2020 Proxy Statement 2020 Proxy Kent

7 BOARD SIZE AND BOARD SIZE INDEPENDENCE 11/12 independent Directors are OTHER BOARDS 1.3 Average Board Positions

M 67 Hood

F 3

48 Henkel 71 M 13 8

Men Eskew committee meetings 17 M 70 4

Women Dillon 5 M 68

Board meetings in 2019 Craig GENDER DIVERSITY GENDER 33.3% Women Directors 1

F

63 Brown 7 2 M 64 71-74 Years 5 ard and Overall attendance at Bo There were EIGHT

Years 96% 66-70 MEETING ATTENDANCE • • 3 Years 60-65 2 64.3 <59 Years DIRECTOR AGE DIRECTOR Avg. years robust authority 2 15-19 Years 1 10-14 Years 3 5-9 Years Marketing Finance Global Management Risk Supply Chain Supply Technology Leadership Manufacturing 6 7 0-4 African American/Black African Caucasian/White Years 2019. for information and related current 12 directors the Board’s reflect highlights” above governance “Corporate The age. retirement the mandatory re-election as he has reached for stand to eligible M. Liddy, is no longer them, Edward of One with Independent Lead Director Combined Chairman and CEO positions Race/Ethnicity Gender (Male/Female) Gender Age (Years) Age Demographic Background Tenure (Years) Qualifications Qualifications and Attributes INDEPENDENT LEAD DIRECTOR INDEPENDENT LEAD • • Avg. years DIRECTOR TENURE DIRECTOR The Qualifications and Attributes, and Demographic Background information below reflect the eleven Director Director the eleven reflect below information and Demographic Background Attributes, and Qualifications The Annual Meeting. this Nominees for * Corporate governance highlights* governance Corporate PROXY HIGHLIGHTS nominees who the Committeebelieves possesseachof the skillsandexperiences. following key areasmostrelevant to 3M. The numbersindicated in the diagrambelow represent the number of director a wide rangeof factors andexperiences, includingensuringanexperienced, qualifiedBoard with expertise in the contributions to Board operations andeffectively represent the interests of allshareholders. The Committeeconsiders The Committeeseeks individuals with distinguishedrecords of leadershipandsuccess who will makesubstantial The Nominating andGovernance Committeeidentifies, reviews, andrecommendsnominees to the Board for approval. 8 enables the Board greater focus andengagement onacriticalelement of our strategy. commercialization andsustainability for our success, this new Committeealigns with 3M’s strategic prioritiesand high product stewardship standards. As a science-basedcompany that reliesoninvestments andcapabilitiesinR&D, Sustainability Committee will helpensure3Misbuilding onitsstrong innovation capabilities while maintaining 3M’s commercialization, sustainability,environmental stewardship andother related activities. The Science, Technology & established anew committee to strengthenoversight of the Company’s strategies related to researchanddevelopment, As we continually seek ways to improve corporate governance, our Board announced inNovember 2019 that ithad A new board committee governance practices: We recently implemented several changes that demonstrate our ongoingcommitment to strong corporate Significant corporate governance actions DIRECTOR 3M Company sales from outside the U.S. in2019. Global businessexperience iscritical to 3M’s international growth with 60percent of Global “audit committee financial experts.” and financial reporting processes. All, butone, Audit Committeemembersqualify as Financial metrics measuresour performance. All directors must understand finance Finance investing innew technologies for future growth. backgrounds understand3M’s 51 technology platforms and the importanceof As adiversified technology, science-basedCompany, directors with technology Technology achieving efficient operations. relationships with suppliersandcustomers provide important perspectiveson Directors with expertise in the management of the upstreamanddownstream Supply Chain understanding the operations andcapitalneedsof the Company. As a vertically integrated Company, manufacturingexperience isimportant to Manufacturing strategy, riskmanagement, andhow to drivechangeandgrowth. Significant leadershipexperience with understandingof complex globalorganizations, Leadership expertise provide important perspectivesondeveloping new markets. Organic growth isoneof 3M’s financial metrics anddirectors with marketing Marketing play animportant Directors with experience inriskmanagement andoversight, includingcybersecurity, Risk Management

NOMINEES

–

DIVERSITY role in the Board’s oversight of risks.

OF

SKILLS

AND

EXPERIENCE 10 11/11 11/11 11/11 6/11 8/11 7 7 /11 /11 /11 PROXY HIGHLIGHTS 9 ” ” “FOR “FOR Page 46 Page 50 Page 2020 Proxy Statement 2020 Proxy

Approve, on an advisory basis, the compensation of our Named our of the compensation basis, on an advisory Approve, Executive Officers. aligns our appropriately program compensation executive Our and its the Company of the performance with compensation executives’ individual performance. their well as business units as Ratify the appointment of PricewaterhouseCoopers LLP as 3M’s as 3M’s LLP PricewaterhouseCoopers of the appointment Ratify 2020. for firm registered public accounting independent of and performance the qualifications of Based on its assessment itthat Committee believes Audit the (“PwC”), LLP PricewaterhouseCoopers PwC. retain to and its shareholders the Company of the best interests is in Advisory Approval of Executive Compensation of Approval Advisory • • Ratification of the Appointment of Independent Appointment of the of Ratification 2020 Accounting Firm for Registered Public • •

2 3 PROPOSAL PROPOSAL Executive compensation During 2019, members of senior management met with a cross-section of shareholders owning approximately 29 percent approximately shareholders owning of with a cross-section met management senior During 2019, members of included an overview meetings The institutional shareholders. our of 42 percent approximately outstanding shares or our of and refreshment including board governance, practices on corporate the Company’s of and a discussion Company the of priorities, capitalwell as on strategic leadership structure, as board skills matrix, directors’ evaluation, diversity, director culture. In general, investors sustainability, and company and social matters, and structure, environmental allocation tenure and the mix of transition, chairman the Board including favorably, practices governance the Company’s viewed these meetings from feedback The and qualifications. sets skill the Directors’ the disclosure regarding diversity, and overall trends. practices and governance on corporate the Board and helped inform Directors of the Board with shared was Shareholder engagement is fundamental to our commitment to good governance and essential to maintaining our our maintaining to and essential good governance to commitment our to fundamental is engagement Shareholder into insights valuable gain to global investors our with We engage regularly practices. governance corporate strong to approach beneficial and mutually a collaborative seek to care most. We aim they which issues about the governance practices remain governance corporate our that ensure to business, and our affect that investors to importance issues of perspectives. their from industry-leading Shareholder outreach and engagement outreach and Shareholder Board refreshment Board the 10 Five out of the boardroom. into fresh perspectives ideas and new infuse to add directors We regularly years. four the past within Board joined our election have year’s this for nominees standing director independent their of those individual complements each of and skill set the experience on how focus we In recruiting directors, and strong expertise, deep backgrounds, and viewpoints diverse with board a balanced create to directors fellow leadership experience. In addition to forming the Science, Technology & Sustainability Committee, the Board has ended the Finance the Finance has ended the Board Committee, & Sustainability Technology the Science, forming to In addition the and Committee Audit the be undertaken by will the Finance Committee of responsibilities The Committee. full Board. PROXY HIGHLIGHTS 10 • • • • • • • • • • Noteworthy accomplishments from January 1,2019, through March1,2020 , include the following: with the declinein the market value of our shares. compensation awards heldby our NamedExecutiveOfficers performance” beginning onpages53,66and70respectively. The stock, stock optionsandother long-term incentive delivery,”“2019annualincentive”incentive and“Performance compensation andrealpay share accrualsbasedon2019 on 2019performance were below targeted levels. For additionalinformation, see“Impactof companyperformance on annual incentive payments that our NamedExecutiveOfficersreceivedand their performance shareaccrualsbased Based on the Company’s financial performance andconsistent with our pay-for-performance philosophy, the 2019 * Company’s 2019operating performance. determined inaccordance with GAAP andasadjusted to better reflect Company’s performance against the key metrics underlying the Company’s performance shareawards, both as end markets (China,automotive , andelectronics) andchannelinventory adjustments. The table below reflects the 3M’s 2019 financial performance was achieved through disciplinedexecution, impactedby weakness incertain Selected 2019financialperformance and businesshighlights Free CashFlow Conversion Return onInvested Capital Organic Local Currency Sales Growth Earnings Per ShareGrowth Recognized by FORTUNE Returned $4.7 billion to shareholders via andgross sharerepurchases; and Reported anall-time high free cash flow of $5.4 billion for 2019,up10percent over 2018; Over 100consecutive years of paying dividends to shareholders and62consecutive years of annualincreases; product stewardship standards; help ensure that the Company isbuildingonitsstrong innovation capabilities while maintaining the Company’s high development, commercialization, sustainability, environmental stewardship, andother related activities, which will Established anew Board committee to provide oversight of the Company’s strategies related to research and awarded to 3Minitscorporate history; by the United States Patent and Trademark Office, which brings to more than 121,000 the total number of patents Awarded a total of 3,616patents from patent offices around the world in2019,including700patents granted to 3M advanced ballistics-protection business;andannounced the divestitureof substantially allof the drugdelivery business; Strengthened our portfolio going forward by completing the divestituresof our gasand flame detection businessand to offer comprehensiveadvanced andsurgical wound caresolutions; Completed the acquisitionof Acelity, Inc. to bolster our MedicalSolutionsbusinessandsupportour growth strategy organic growth; Completed the acquisitionof M*Modal to strengthenour HealthInformation Systems portfolio andcomplement to further align to customers andgo-to-market models for improved growth, operating agility,andaccountability; Realigned our organizational structureandstreamlinedour globaloperating modelaround four new businessgroups believes isarecognitionof our ability to create a foundation of trust with allof our stakeholders. special items”onpage60below for additionalinformation concerning the Committee’s generalapproach to adjustments. accepted accounting principlesin the United States, and the calculation of return oninvested capital.See“Adjustments for certain and free cash flow conversion to our results for the mostdirectly comparable financial measuresasreportedunder generally See Appendix A to this Proxy Statement for areconciliation of earningsper share,operating margin performance, free cash flow 3M Company ® magazineasoneof the “World’s Most Admired Companies,” which 3Mmanagement throughout 2019alsodecreasedin value during the year (toExtent Applicable)the Accordance with GAAPAccordance with Results Determined in the Compensation Committee’s view of the 117.5%* 17.5%* -12.1% -1.5% Results as Adjusted to Better Reflect Committee’sof view Operating Performance Company’s 2019 the Compensation 106.0%* 22.9%* -6.9%* -1.5% the PROXY HIGHLIGHTS 11 % % % AIP 17 19 32 PSAs Base Salary 2020 Proxy Statement 2020 Proxy Based Pay 81% Performance- Have employment or change in change or employment Have our of any with agreements control officers. executive on executive tax gross-ups Provide perquisites. provide would that agreements Have accelerated “single-trigger” automatic or compensation equity vesting of of any to payments tax gross-up excise upon a change officers executive our in control. equivalents dividends or Pay awards. on unearned equity the without options Reprice stock 3M shareholders, except of approval as (such adjustments “anti-dilution” for with a stock in connection adjustments etc.) split, spinoff, x x x x x We do not x x x x x % 32 Stock Options OTHER NEOs (AVERAGE)** % % % AIP 15 10 38 PSAs Proxy highlights Proxy Base Salary how the target Total Direct Compensation of the Named Executive Officers (excluding our our (excluding Executive Officers the Named of Compensation Direct Total target the how s Based Pay Performance- 90% % 38 Stock Options Limit the number and amount of executive perquisites. executive of and amount the number Limit 3M pledging hedging or from officers executive our Prohibit common stock. all of to guidelines applicable ownership stock robust Maintain officers. executive our align executive to benchmarking Conduct competitive the market. with compensation Have a comprehensive clawback policy that covers both cash both covers that policy a comprehensive clawback Have addressing provisions and includes compensation and equity failures. well as risk management financial risk as and reputational and by, retained consultant compensation independent an Use Committee. the Compensation to, reporting directly Maintain a strong alignment between corporate corporate between alignment a strong Maintain by compensation officers’ executive and our performance consist of Compensation Direct Total of a majority having compensation. performance-based identifying the purpose of for Conduct an annual assessment the in risks economic and reputational significant and mitigating programs. compensation incentive our design of

Numbers do not add to 100 percent due to rounding. to due 100 percent to add Numbers do not Including Thulin. and Mr. Roman than Mr. all Named Executive Officers other for apportionment the average reflect shown Amounts — AIP — 18 percent; base salary follows: be as would Named Executive Officers the other for apportionment the average Thulin, Mr. — 82 percent. pay and performance-based shares — 35 percent; performance options — 29 percent; stock 18 percent; We do

CEO* Our compensation program is designed to provide appropriate performance incentives and avoid compensation compensation and avoid incentives performance appropriate provide to is designed program compensation Our shareholders. our of the interests promote do not that practices Compensation policies and practices Compensation Abbreviations: AIP = Annual incentive pay; PSAs = Performance share awards. = Performance PSAs pay; Annual incentive = AIP Abbreviations: * ** Elements of target 2019 total direct compensation direct total 2019 target of Elements show below illustration The former Executive Chairman) was apportioned among base salary, annual incentives, performance share awards and stock share awards performance incentives, base salary, annual apportioned among was Executive Chairman) former 2019. for options Excecutive compensation Excecutive PROXY HIGHLIGHTS 12 • • • the Company’s executive compensation program. Since January 1,2019,3Mand the Compensation Committee took the noteworthy actionsdescribedbelow aspartof Noteworthy compensation program actionssince January 1,2019 PROPOSAL Statement, respectively. payments uponaqualifying departures. For moreinformation concerning the new severance plan,see“New severance plan”and“Rights and intended to helpsupport talent recruitment andretention objectivesandprovide aconsistent approach to executive separation payments andbenefits uponaqualifying termination of employment. Among other things, the new planis Approved anew severance plan for certainU.S. executives (including the NamedExecutiveOfficers) to provide compliance with our stock ownership guidelines,effective December 31,2019. Recalculated the number of sharesrequired to bebeneficially owned by our executive officers inorder to maintain Executive Annual Incentive Plan), effective for plan nning onoryears begi after Approved participation of allexecutive officers in the broad-based Annual Incentive Plan(as opposed to the 4 3M Company • • for CEO Compensation Shareholder Proposal onSetting Target Amounts See the Board’s oppositionstatement. if properly presented at the meeting. Shareholder proposal onsetting target amounts for CEO compensation, termination under the severance plan”beginningonpages61and85of this Proxy January 1,2020. Page 90 “AGAINST” Corporate governance at 3M

Corporate governance at 3M

PROPOSAL Elect the Eleven Directors Identified in this Proxy Statement • Elect the eleven directors identified in this Proxy Statement, each for a term of one year. • Our nominees are distinguished leaders who bring a mix of skills and qualifications to the Board 1 and can represent the interests of all shareholders.

At the 2020 Annual Meeting, eleven directors are to be elected to hold office until the 2021 Annual Meeting of Shareholders and until their successors have been elected and qualified. All nominees are presently 3M directors who were elected by shareholders at the 2019 Annual Meeting. We expect each nominee for election as a director to be able to serve if elected. If any nominee is not able to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless the Board chooses to reduce the number of directors serving on the Board. Each nominee elected as a director will continue in office until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or retirement. Edward M. Liddy is no longer eligible to stand for re-election as he has reached the mandatory retirement age. We thank Mr. Liddy for his many contributions to the Board and to the Company.

The Nominating and Governance Committee reviewed the Board Membership Criteria (described on page 19) and the specific experience, qualifications, attributes, and skills of each nominee, including membership(s) on the boards of directors of other public companies. The following pages contain biographical and other information about the nominees. Following each nominee’s biographical information, we have provided information concerning the particular experience, qualifications, attributes, and skills that are deemed most critical to 3M’s long-term success and led the Nominating and Governance Committee and the Board to determine that each nominee should serve as a director. In addition, the majority of our directors serve or have served on boards and board committees (including as committee chairs) of other public companies, which the Board believes provides them with additional board leadership and governance experience, exposure to best practices, and substantial knowledge and skills that further enhance the functioning of our Board.

2020 Proxy Statement 13 CORPORATE GOVERNANCE AT 3M 14 Nominees for director five years past Directorshipswithin the 3M Board committee(s) Other currentdirectorships Director since Age five years past Directorshipswithin the 3M Board committee(s) Other currentdirectorships Director since Age • • • • • • • • • • • • Wal-Mart Stores, Inc. VMware, Inc. Technologies, Inc. Akamai 11/12/2019) & Sustainability (from Science, Technology (until 11/12/2019) Finance Audit Corporation Progressive (Insurance) Merck &Co., Inc. (non-executive chair) Tower International, Inc. Nominating Audit ConAgra Foods, Inc., 64 63 3M Company 2019 2013 & Governance Retired Group Vice President, GlobalPurchasing, Ford Motor Company Retired Chief FinancialOfficer, Accenture plc Ford Motor Company andother companies,qualify him to serveasadirector of 3M. extensive experiences inglobalpurchasing,management, andsupply chainat serving asadirector of the publiccompanieslisted,andhisknowledge of and College inSpringfield,Massachusetts, hisleadershiproles, includinghisexperience Mr. Brown’s bachelor’s degreeinbusinessadministration Nominee Qualifications roles at Digital Equipment Corporation. and Transportation at QMSInc.From 1976 to 1991heservedin various managerial Supply Management. From 1991 to 1997heservedasExecutiveDirector, Purchasing leadership positionsat United Technologies Corporation, includingits Vice President, worldwide. Heretired from Ford on August 1,2013. From 1997 to 1999heservedin $90 billionof production andnon-production procurement for Ford operations Ford’s Group Vice President, GlobalPurchasing, with responsibility for approximately capacities inglobalpurchasingsincejoiningFord in1999. In2008,hebecame Company, aglobalautomotive industry leader.Mr. Brown servedin various leadership Mr. Brown is the Retired Group Vice President, GlobalPurchasing,Ford Motor Professional Highlights director at the other publiccompanieslisted,qualify her to serveasadirector of 3M. financial, audit,compensation andgovernance matters, and her experiences asa operations andservices,globalbusiness, technology expertise, her skillsin at Accenture, includingservingasitsCFO, andher finance, management, business University Stern School,her decadesof executive leadershiproles andexperiences Ms. Craig’s bachelor’sNew degree from Yorkfrom SmithCollegeM.B.A. and degree Nominee Qualifications service support to at-risk New York City highschoolstudents. Comprehensive Development, Inc.,anon-profit that provides academicandsocial Achievement of New Jersey, and the C200Foundation. Shechairs the Board of including The Committeeof 200, The Women’s Forum of New York, Junior organizations, focused oneducation andon the advancement of women inbusiness, the company. Shehasalong track record of activeinvolvement in charitable management, consultingandoperations at Accenture duringher 34 years with CFO from 2006 through 2013, following her many other leadershiproles inline consulting, technology servicesandoutsourcingcompany. Sheservedas Accenture’s Ms. Craigis the Retired Chief Financial Officer, Accenture plc.,aglobalmanagement Professional Highlights PamelaCraig J. Thomas “Tony” K.Brown

Independent

Independent from American International from American CORPORATE GOVERNANCE AT 3M 15 2020 Proxy Statement 2020 Proxy degree in industrial engineering from Purdue University, his University, Purdue from degree in industrial engineering Independent degree in business from the University of Kansas and his law and his law Kansas of the University from degree in business

Independent

Professional Highlights Professional Executive Officer, United and Chief the Board Chairman of the Retired is Eskew Mr. transportation and logistics specialized of Service, Inc. (“UPS”), a provider Parcel Vice in 1999 and Vice President Executive appointed was Eskew services. Mr. UPS in of Officer Executive becoming Chairman and Chief Chairman in 2000 before the at Executive Officer and Chief the Board as Chairman of 2002. He retired January 31, 2014. December UPS until of remained as a director 2007 but end of Nominee Qualifications bachelor’s Eskew’s Mr. the Board UPS, including serving as Chairman of at and experiences leadership roles in global experiences and extensive of Executive Officer, his knowledge and Chief at as a director experiences and his financial and audit matters, logistics, his skills in is Eskew 3M. Mr. of serve as a director to him the public companies listed, qualify Lead Director. Nominee Qualifications bachelor’s Dillon’s Mr. The at and experiences his leadership roles University, Southern Methodist from degree his Executive Officer, and Chief the Board of including serving as Chairman Co., Kroger retailers, largest world’s the in leading one of experiences and extensive of knowledge Inc., his Meyer, with Fred successful $13 billion merger in Kroger’s his experiences and his experiences financial and audit matters, leadership in sustainability, his skills in 3M. of serve as a director to him the public companies listed, qualify at as a director Michael L. Eskew Professional Highlights Professional The Officer, Executive and Chief Board the of Chairman the Retired is Dillon Mr. drug stores, multi-department food and that operates retail retailer Co., a large Kroger on retired Dillon Mr. the U.S. throughout stores stores, and convenience stores, jewelry Chairman since was where he Kroger, of the Board 31, 2014 as Chairman of December served Dillon Mr. 2013. through 2003 from Executive Officer the Chief was 2004 and Vice President elected Executive was 2003 and to 1995 from Kroger of as President 2014. through 1995 from Co. the Kroger of served as Director Dillon Mr. in 1990. The of a subsidiary Companies, Inc. (later Dillon at career began his retailing Dillon Mr. including positions, management various through and advanced in 1976 Co.) Kroger 1986-1995. from its President David B. Dillon David Retired Chairman of the Board and Chief Executive Officer, The Kroger Co. Kroger The Executive Officer, and Chief the Board of Chairman Retired Retired Chairman of the Board and Chief Executive Officer, United Parcel Service, Inc. Parcel Executive Officer, United and Chief the Board Chairman of Retired Governance Governance & 2015 2003 68 70 Compensation Compensation 11/12/2019) (until & Nominating The Allstate Allstate Corporation The and Company Eli Lilly Business International Machines Corporation (lead independent director) DirecTV Union Pacific Pacific Union Corporation (Chair) Audit Nominating • • • • • • • • • 3M Board committee(s) 3M Board Other current directorships Other Age since Director 3M Board committee(s) 3M Board Other current directorships Other Age since Director Directorships within the Directorships past five years CORPORATE GOVERNANCE AT 3M 16 five years past Directorshipswithin the 3M Board committee(s) Other currentdirectorships Director since Age 3M Board committee(s) Other currentdirectorships Director since Age • • • • • • • • • • • (from 11/12/2019) & Sustainability Science, Technology Finance (until 11/12/2019) Compensation None Visteon Corporation C. R. Bard, Inc. TheCorporation Allstate 11/12/2019) & Sustainability (from Science, Technology (until 11/12/2019) Nominating Compensation (Chair) (non-executive chair) Herc Holdings,Inc. 71 48 3M Company 2017 2007 & Governance Governance

Herbert L.Henkel &Co. in various investment banking andcapitalmarkets groups roles. Business as well as the corporate finance organization. Prior to 2002, she worked at joined Microsoft in2002and previously heldpositionsin the Server and Tools execution of the company’s successful acquisitionsof Skypeand Yammer. Ms.Hood 365 service,andshe was deeply involved in the strategy development andoverall the Business Division, Ms.Hoodhelpedlead the transition to the company’s Office Office, SharePoint, Exchange,DynamicsERP and DynamicsCRM.Duringher time in company’s productivity applications andservicesincluding Microsoft Office365, was chief financial officer of Microsoft’s Business Division, responsible for the and reporting,internal auditandinvestor relations. Prior to this role, Ms. Hood organization, includingacquisitions, treasury activities, tax planning,accounting financial officer, Ms.Hoodisresponsible for leadingMicrosoft’s worldwide finance Corporation, aworldwide provider ofchief software, servicesandsolutions.As Ms. HoodisExecutive Vice President andChief Financial Officer of Microsoft Professional Highlights as adirector of 3M. and hisexperiences asadirector at the publiccompanieslisted,qualify him to serve sales andmarketing ina variety of industries,hisskillsin financial and auditmatters, knowledge of andextensive experiences in engineering, manufacturing,management, serving asChairmanof the Board andChief ExecutiveOfficer of Ingersoll-Rand, his leadership roles andexperiences at Textron, Inc.andIngersoll-Rand, including University of New York andM.B.A. Mr. Henkel’s bachelor’s andmaster’s degreesinengineering from Polytechnic Nominee Qualifications Textron, Inc.,includingitsPresident andChief Operating Officer from 1998-1999. from April 1999 to October 1999. Mr. Henkelservedin various leadershiproles at 2010. Mr. HenkelservedasPresident andChief Operating Officer of Ingersoll-Rand October 1999,onFebruary 4,2010,andretired asChairmanof the Board on June 3, retired asIngersoll-Rand’s Chief ExecutiveOfficer,apositionheheldsince Ingersoll-Rand plc,amanufacturer of industrialproducts andcomponents. Mr. Henkel Mr. Henkelis the Retired Chairmanof the Board andChief ExecutiveOfficer, Professional Highlights qualify her to serve asadirector of 3M. Corporation, especially instrategic businessdevelopment, finance, anddigitization, Harvard University, her extensive leadershiproles andexperiences at Microsoft Ms. Hood’s bachelor’s degreeineconomics from DukeUniversity andM.B.A. Nominee Qualifications Amy E.Hood Executive Vice President andChief FinancialOfficer,Microsoft Corporation Retired Chairmanof the Board andChief ExecutiveOfficer,Ingersoll-Rand plc

Independent

Independent from the Lubin Schoolat Pace University, his from CORPORATE GOVERNANCE AT 3M 17 2020 Proxy Statement 2020 Proxy from Harvard’s Kennedy School of School of Kennedy Harvard’s from Independent

cience degree in economics from the University of Hull, of the University offrom science degree in economics Independent

Retired Chairman of the Board and Chief Executive Officer, The Coca-Cola Company Coca-Cola The Executive Officer, and Chief the Board of Chairman Retired Founder and CEO, Mildstorm LLC Mildstorm and CEO, Founder Professional Highlights Professional it founded Mildstorm LLC since she of Officer Executive the Chief has been Moyo Dr. the macroeconomy analyzing She is a global economist and commentator, in 2015. in Goldman Sachs at worked 2008, she to 2001 From affairs. and international Bank in the World at worked she that to including as an economist. Prior roles, various Moyo’s author, Dr. Times bestsellers’ York New A during 1993-1995. D.C. Washington, publications. finance-related appears in economic and writing regularly Nominee Qualifications in finance M.B.A. her Oxford, of University the from Ph.D in economics Moyo’s Dr. M.P.A. and her American University, the from financial services the banking and in and experience leadership roles her Government, and global geopolitics macroeconomics, of knowledge extensive industry, her to her the public companies listed, qualify at as a director experience and her markets, 3M. of serve as a director Dambisa F. Moyo F. Dambisa Nominee Qualifications bachelor’s Kent’s Mr. City from of sciences science degree in administrative and master’s England, Coca-Cola The at and experiences leadership roles extensive his London, University at experience international multiple geographies, and his extensive across Company 3M. of serve as a director to him qualify Company Coca-Cola The Professional Highlights Professional Coca- The of Executive Officer and Chief the Board of Chairman the Retired is Kent Mr. the position held Kent . Mr. company largest beverage the world’s Cola Company, hisApril 23, 2009, until from Coca-Cola Company The of the Board Chairman of of 1, July from Executive Officer Chief the position of He held April 30, 2019. on retirement served as Kent 2008, Mr. June through 2006 December From 2017. May 2008 until 2006 January From Company. Coca-Cola The of Officer Operating and Chief President and Coca-Cola International of served as President Kent 2006, Mr. December through 2006. February in Company Coca-Cola The of Vice President elected Executive was Operating and Chief President was 2006, he January through 2005 May From an and Middle East Group, Eurasia Asia, North Coca-Cola Company’s The of Officer and Russia. Japan, China, included that and diverse region serving a broad organization Muhtar Kent Muhtar

Governance Governance & & 2018 2013 51 67 Barclays PLC Barclays Barrick Gold Corporation PLC SABMiller Technology Seagate Limited Company Public Chevron Corporation Chevron Audit Finance 11/12/2019) (until Nominating 11/12/2019) (from The Coca-Cola The Company None Compensation Finance (Chair, until 11/12/2019) Nominating (Chair, from 11/12/2019) • • • • • • • • • • • • • Directorships within the Directorships past five years 3M Board committee(s) 3M Board Other current directorships Other Age since Director Other current directorships Other committee(s) 3M Board Age since Director Directorships within the Directorships past five years CORPORATE GOVERNANCE AT 3M 18 3M Board committee(s) Other currentdirectorships Director since Age five years past Directorshipswithin the 3M Board committee(s) Other currentdirectorships Director since Age • • • • • • • • • • Companies Cargill 11/12/2019)(Chair, from & Sustainability Science, Technology (until 11/12/2019) Nominating Audit (non-executive chair) Corteva, Inc. Eaton Corporation plc Deere &Company None None 68 60 3M Company 2018 2016 & Governance Governance

qualify him to serveasadirector of 3M. operational efficiency and value creation across a wide rangeof globalbusinesses, technology, finance, andriskmanagement, andhisaccomplishments in salesgrowth, operations, hisknowledge andskillsinkey areassuchasmanufacturing, supply chain, businesses, hisexperience inmanaging3M’s five business groups andinternational 3M career over 30 years with leadershiproles across multiplegeographiesand University of Minnesota and the University of SouthernCalifornia, hisdistinguished Mr. Roman’s bachelor’s andmaster’s degreesinelectricalengineering from the Nominee Qualifications around the world, including the United States, Europe and Asia. from September 2011 to May 2013. Mr. Roman alsohaslivedinandled3Mbusinesses was Vice President andGeneralManager of Industrial and Tapes Division Vice President, Business Development, from May 2013 to June 2014.Prior to that, he Company from June 2014 to July 2017. Mr. Roman servedas the Company’s Senior previously servedasExecutive Vice President, IndustrialBusiness Group, of 3M 3M’s five businessgroups and the Company’s international operations. Mr. Roman Vice President from July 1,2017 to June 30,2018 with directresponsibilities for Officer from July 1,2018 to May 14,2019;Chief Operating Officer andExecutive 3M Company sinceMay 2019.Mr. Roman previously servedasChief Executive Mr. Roman is the Chairmanof the Board, President andChief ExecutiveOfficer of Professional Highlights Chairman of the Board, President andChief ExecutiveOfficer,3MCompany Michael F. Roman listed, qualify him to serveasadirector of 3M. and corporate governance, andhisexperiences asadirector at the publiccompanies Executive Officer at Cargill, hisexpertise andknowledge of financial andauditmatters leadership roles andexperiences while servingasChairmanof the Board andChief Mr. Page’s bachelor’s degreeineconomics from the University of NorthDakota, his Nominee Qualifications Boy Scoutsof America. America. HeispastPresident andboard member of the NorthernStar Councilof the is adirector andpastnon-executive Chair of the Board of Big Brothers Big Sisters of and ExecutiveDirector of Cargill from September 2015 to September 2016. Mr. Page of Cargill from December 2013until hisretirement from Cargill inSeptember 2015, and Chief ExecutiveOfficer in2007. HeservedasExecutiveChairmanof the Board President andChief Operating Officer in2000,andbecameChairmanof the Board Corporate Executive Vice President, FinancialMarkets andRedMeat Group in1999, & Sector President, FinancialMarkets andRedMeat Group of Cargill in1998, and industrialproducts andservices.Mr. Page was namedCorporate Vice President an international marketer, processor anddistributor of agricultural,food,financial Mr. Page is the Retired Chairmanof the Board andChief ExecutiveOfficer,Cargill, Professional Highlights Gregory R.Page Retired Chairmanof the Board andChief ExecutiveOfficer,Cargill

Independent CORPORATE GOVERNANCE AT 3M 19 2020 Proxy Statement 2020 Proxy the election of these nominees as directors. these nominees as directors. the election of these nominees unless a shareholder indicates indicates these nominees unless a shareholder ” ” “FOR “FOR Independent

Retired Chairman of the Board and Chief Executive Officer, Executive Officer, and Chief the Board of Chairman Retired Company Archer-Daniels-Midland Nominee Qualifications in accounting, University State Pennsylvania from degree bachelor’s Ms. Woertz’s experiences her Young, Ernst & at Accountant as a Certified Public experiences her her Corporation, Oil Gulf at planning, and marketing auditing, strategic finance, in and Chevron Oil Gulf between the mergers financial aspects of the in experiences ChevronTexaco at and experiences leadership roles her and Chevron, Texaco and her 2001-2006, from Global Downstream Vice President, as Executive Corporation Archer- at Executive Officer serving as Chairman and Chief experience extensive and matters financial and audit of and knowledge expertise her Daniels-Midland, the public companies at as a director experiences and her governance, corporate 3M. of serve as a director to her listed, qualify Professional Highlights Professional Archer- Officer, Executive and Chief Board the of Chairman the Retired is Ms. Woertz and food ingredient agricultural processor (“ADM”), an Daniels-Midland Company in and President Executive Officer ADM as Chief joined . Ms. Woertz provider She served 2007. in February the Board named Chairman of was April 2006, and until the Board of 2014, and Chairman December until Executive Officer as Chief increasing of held positions ADM, Ms. Woertz joining Before 2015. December Woertz companies. Ms. its predecessor and Corporation Chevron importance at section the U.S. and chaired 2010-2015 from Export Council President’s the served on 2013-2015. Forum CEO the U.S.-Brazil of Patricia A. Patricia Woertz

2016 The Board of Directors unanimously recommends a vote vote recommends a unanimously Directors of Board The Proxies solicited by the Board of Directors will be voted voted will be Directors of the Board by solicited Proxies the proxy. voting in otherwise 67 Royal Dutch Shell plc Dutch Royal Archer-Daniels-Midland Company The Procter & Procter The Gamble Company Compensation Finance 11/12/2019) (until Science, Technology & Sustainability & Sustainability 11/12/2019) (from Roles in and contributions valuable to the business community; to valuable in and contributions Roles throughout possesses and maintains the candidate whether and leadership, character, judgment, Personal qualities of to and adherence respect, competence, trust, integrity, of large at the community in a reputation the Board service on standards; the highest ethical finance and technology, in business, manufacturing, and experience background of and diversity knowledge Relevant areas; and and other business, government, international marketing, accounting, at and attendance participation, preparation, for time required the and has conflicts free of is the candidate Whether all meetings. RECOMMENDATION OF THE BOARD OF RECOMMENDATION • • • • • • 3M Board committee(s) 3M Board Other current directorships Other Age since Director Directorships within the Directorships past five years • • • • Board Membership Criteria Board skills and key include a list of that Membership Criteria Board contain Guidelines Governance Corporate 3M’s on 3M’s be represented to and expected business strategy long-term serve 3M’s to characteristics deemed critical skills and the appropriate the Board with reviews Committee periodically and Governance Nominating The Board. the that the Board of the intent is composition. It Board the current members given Board characteristics required of perform To the Company. for advantage competitive creating organization will be a high-performance itself, Board, their leadership and success in of distinguished records have who individuals will be composed of the Board as such, the interests represent and effectively operations Board to contributions will make substantial who and activity arena of to, limited includes, but is not candidates Board of assessment the Board’s and Committee’s The all shareholders. of of: consideration CORPORATE GOVERNANCE AT 3M 20 ongoing efforts and the continued importanceof diversity to the Board. of directors, suchasgender,race,ethnicity, andnational origin. The current compositionof our Board reflects those has no formal diversity policy, when selectingnominees,itactively considersdiversity inrecruitment andnomination Directors regards diversity asanimportant factor inselectingboard nominees to serveon the Board. Although the Board For 3M,diversity,initsmyriadmanifestations, is fundamental to innovation, performance, and relevancy. The Board of Diversity 3M andshows the number of director nominees who possesseachof the skillsandexperiences: The diagrambelow summarizes the director nominees’ key skillsandexperiences in the areas that aremostrelevant to Director nominees–Diversity of skillsandexperience assess the nominee’s impactonBoard dynamics,effectiveness, anddiversity of experience andperspectives. complementary to the existing Board members’ skills, the Board’s needs for particular expertise incertainareas,and will In addition to these minimumrequirements, the Committee will alsoevaluate whether the nominee’s skillsare 3M Company sales from outside the U.S. in2019. Global businessexperience iscritical to 3M’s international growth with 60percent of Global “audit committee financial experts.” and financial reporting processes. All, butone, Audit Committeemembersqualify as Financial metrics measuresour performance. All directors must understand finance Finance investing innew technologies for future growth. backgrounds understand3M’s 51 technology platforms and the importanceof As adiversified technology, science-basedCompany, directors with technology Technology achieving efficient operations. relationships with suppliersandcustomers provide important perspectiveson Directors with expertise in the management of the upstreamanddownstream Supply Chain understanding the operations andcapitalneedsof the Company. As a vertically integrated Company, manufacturingexperience isimportant to Manufacturing strategy, riskmanagement, andhow to drivechangeandgrowth. Significant leadershipexperience with understandingof complex globalorganizations, Leadership expertise provide important perspectivesondeveloping new markets. Organic growth isoneof 3M’s financial metrics anddirectors with marketing Marketing play animportant Directors with experience inriskmanagement andoversight, includingcybersecurity, Risk Management role in the Board’s oversight of risks. 10 11/11 11/11 11/11 6/11 8/11 7 7 /11 /11 /11 CORPORATE GOVERNANCE AT 3M 21 2020 Proxy Statement 2020 Proxy In accordance with these Guidelines, the Board undertook its annual review of director independence. During this During independence. director of its annual review undertook the Board these Guidelines, with In accordance her his or of member any or each director, between transactions and relationships considered the Board review, fiscal three completed the most recent in each of and affiliates and its subsidiaries the Company and family immediate and the Company between relationships transactions or were any there whether also considered Board The years. family an immediate or which a director of entity any (or family immediate a director’s members of any or a director the ordinary in that considered Board The holder). equity significant or general partner, officer, is an executive member which some and its subsidiaries and companies at the Company between occur transactions may business, course of for 3M to sales of the annual amount considered the Board In particular, been officers. have are or directors our of served have serve or where directors the companies each of years by fiscal three completed the most recent each of of the amount that determined Board The 3M. from those companies well as purchases by as officer, as an executive the those companies, each of of the annual revenues of one percent below was year fiscal sales and purchases in each not- to also considered charitable contributions Board The Independence Guidelines. Director the in forth threshold set which approached of none members are affiliated, family immediate or directors which our with organizations for-profit Independence Guidelines. Director in our forth threshold set the The Board has adopted a formal set of Director Independence Guidelines with respect to the determination of director director of the determination to with respect Independence Guidelines Director of set formal has adopted a Board The York the New of the independence requirements than are more exacting or to conform which either independence, , www.3M.com website at on our which is available of text full the and listing standards, Exchange (“NYSE”) Stock must director for nominee or a director these Guidelines, with In accordance — Governance. Relations Investor under the specify Guidelines The than as a director. other the Company with relationship no material have to be determined and directors for including strict guidelines will be determined, directors our the independence of which criteria by its independent or the Company with affiliation or past employment to with respect members family immediate their from Committee members and Compensation Audit also prohibit Guidelines The firm. registered public accounting commercial and not-for-profit restrict both and the Company, with financial relationship indirect direct or any having the credit by of extensions loans or be given personal not may Directors the Company. with directors all of relationships disclose to and its subsidiaries, and the Company with length arm’s deal at to are required and all directors Company, interest. of might be perceived as a conflict that circumstance any Director independence Director The Committee may from time to time retain a director search firm to help the Committee identify qualified director qualified director the Committee identify help to firm search a director time retain to time from Committee may The future help identify to Reynolds Russell retained the Committee Committee. In 2019, the by consideration for nominees candidates. Board Identification, evaluation, and selection of nominees of selection and evaluation, Identification, are believes the Committee who individuals and evaluates identifies Committee and Governance Nominating The and reviews above, forth Criteria set Membership the Board with members in accordance become Board to qualified that candidates interview the Board Chairman of the and Committee The the Board. with nominees qualified director and needs current the Board’s best suit that selects nominees the Committee Criteria, and Membership the Board meet at election for s submissions and determine such recommendations reviews Board The the Board. to them recommends the Board. on vacancies any filling will be elected or which directors in the Company of meeting shareholder the next the reviews periodically level, the director succession planning at Board-level on overall focuses Committee also The the the event In the Board. of and needs vacancies future and anticipates the Board size and composition of appropriate the Committee considers qualified occurs, vacancy a or the Board the size of an increase in Committee recommends shareholders and nominees recommended by members and Board current sources, including several from nominees persons. other CORPORATE GOVERNANCE AT 3M same consideration receivedby individualsidentified to the Committee through other means. future Committeemeeting. Individualsproposed by shareholdersinaccordance with these procedures will receive the shareholder proposed nominations to the Chair of the Nominating andGovernance Committee for consideration at a determine when the proposal was receivedby the Company). The Corporate Secretary will refer properly submitted Such proposals mustbesent via registered,certified,or express mail(or other means that allows the shareholder to nominee for the 2021 Annual Meeting, the Corporate Secretary mustreceive the proposal by November 25,2020. For anindividualproposed by ashareholder to beconsideredby the Committee for recommendation asaBoard 22 contain the information requiredby the Bylaws. received by the Company noearlier than November 25,2020,andnolater than December 25,2020. The notice must to includeinour proxy materials nominees for the 2021 Annual Meeting, proxy accessnomination notices mustbe directors currently serving,if the shareholder(s) andnominee(s) satisfy the Bylaw requirements. For eligibleshareholders may nominate andincludeinour proxy materials up to the greater of two directors and20percent of the number of up to 20shareholders,continuously owning for three years at least three percent of our outstandingcommonshares Further, pursuant to the proxy accessBylaw adoptedby the Board inNovember 2015,ashareholder,or agroup of Proxy accessnominations December 25,2020, will not beacteduponat the 2021 Annual Meeting. which isavailable onour website at www.3M.com, under Investor Relations —Governance. Nominations receivedafter 2020, andnolater than December 25,2020. The notice mustcontain the information requiredby the Bylaws, acopy of things, that the Corporate Secretary receive written notice from the record shareholder noearlier than November 25, With respect to nominations to beacteduponat our 2021 Annual Meeting, our Bylaws would require,amongother nominate aperson for electionasadirector mustcomply with the requirements set forth in the Company’s Bylaws. meeting at which directors are to beelectedinaccordance with the notice of meeting. Shareholdersintending to In addition,3M’s Bylaws permitshareholders to nominate directors at anannualmeeting of shareholdersor at aspecial Shareholder nominations – Advance notice bylaw send the requiredinformation about the proposed nominee to: consent to beingnamedin the Proxy Statement asanomineeand to servingasadirector if elected.Shareholdersshould age, businessor residenceaddress,principaloccupation or employment, and whether suchpersonhasgiven written Committee mustincludeat least the following information about the proposed nominee: the proposed nominee’s name, for candidates for membershipon the Board of Directors. Shareholdersproposing individuals for consideration by the The Nominating andGovernance Committeehasapolicy to consider properly submittedshareholder recommendations Nominees proposed by shareholders Executive Officer,isconsidered to not beindependent becauseof hisemployment by the Company. from the Company other than for serviceasadirector. MichaelF. Roman, Chairmanof the Board, President andChief has alsodetermined that membersof the Audit CommitteeandCompensation Committeereceivednocompensation Amy E.Hood,Muhtar Kent, Edward M.Liddy,Dambisa F. Moyo, Gregory R. Page, andPatricia A. Woertz. The Board these Guidelines: Thomas “Tony” K.Brown, Pamela J. Craig,David B. Dillon, MichaelL.Eskew, HerbertL.Henkel, As aresultof this review, the Board affirmatively determined that the following directors areindependent under 3M Company St. Paul, MN55144-1000 Building 220-13E-26A 3M Center 3M Company Corporate Secretary CORPORATE GOVERNANCE AT 3M 23 3 3 boards 1 1 2 boards Not Independent Not 1 5 board 11 0 3 boards Independent 2020 Proxy Statement 2020 Proxy BOARD SIZE AND INDEPENDENCE 11/12 Directors are independent OTHER PUBLIC COMPANY BOARDS 1.3 Average Board Positions five members are “audit committee 8 Men committee meetings of the of 4 Women Board meetings in 2019 GENDER DIVERSITY 33.3% Women Directors 2 71-74 Years 5 Overall attendance at Board and There were EIGHT

Years 96% 66-70 MEETING ATTENDANCE • • 3 Years 60-65 2 64.3 <59 Years Independent directors regularly meet in executive sessions without management. sessions in executive meet regularly directors Independent and employees. management to access complete have directors Independent years; four in past directors independent five new added Board; refresh Regularly years. tenure is 7 director average financial experts” under SEC rules. under financial experts” Committee executive sessions – at each regularly scheduled meeting, members of all members of scheduled meeting, each regularly sessions – at Committee executive session. in executive committees meet listing the NYSE Committee meet Audit the – all members of Financial expertise financial and four expertise, for standards Avg. years DIRECTOR AGE robust authority • • • • • 2 15-19 Years 1 10-14 Years 3 5-9 Years 6 7 0-4 Years 2019. for information and related current 12 directors the Board’s reflect highlights above governance Corporate The age. retirement the mandatory re-election as he has reached for stand to eligible M. Liddy, is no longer them, Edward of One Independent Lead Director with Combined Chairman and CEO positions INDEPENDENT LEAD DIRECTOR • • DIRECTOR TENURE Avg. years Board Independence Board of majority Substantial – eleven directors our twelve directors our of of are independent and the Company – and all management qualified. are highly * Corporate governance highlights* governance Corporate Corporate governance overview governance Corporate shareholders, of interests the long-term serve practices governance good corporate that believes Company The than a century more from earned trust 3M has the public enhance further and and management, the Board strengthen an provide sections following The way. the right and doing business integrity uncompromising with operating of the including website, the Company’s on which are published practices, governance corporate 3M’s of overview Lead the independent the responsibilities of leadership structure and the Board’s Guidelines, Governance Corporate role the Board’s process, nomination the director independence, director with directors, communication Director, the Company’s and engagement, public policy and employees, directors for Conduct the Codes of in risk oversight, and sustainability. the environment to commitment Board Committee Independence and Expertise Board independent Only the serve on directors committees Board’s with independent committee chairs to empowered establish committee agendas. CORPORATE GOVERNANCE AT 3M engagement program. vigorous shareholder We maintain a Shareholder OutreachandEngagement 24 to shareholders. and accountability corporate governance promote effective by shareholders– to proposed including those numerous actions– The Board has taken Shareholder Rights 3M Company • • • • • • • • • • governance practicesand trends. was shared with the Board of Directors andhelpedinform the Board oncorporate regarding the Directors’ skillsets andqualifications. The feedback from these meetings Board chairman transition, the mixof tenure andoverall diversity, and the disclosure general, investors viewed the Company’s governance practices favorably, including the structure, environmental andsocialmatters, sustainability,andcompany culture.In board leadershipstructure,as well asonstrategic priorities,capital allocation and including board refreshment anddiversity,director evaluation, directors’ skillsmatrix, the Company andadiscussionof the Company’s practicesoncorporate governance, 42 percent of our institutionalshareholders. The meetings includedanoverview of owning approximately 29percent of our outstandingsharesor approximately During 2019,membersof senior management met with across-section of shareholders their perspectives. and to ensure that our corporate governance practicesremainindustry-leading from beneficial approach to issuesof importance to investors that affect our business, issues about which they caremost.Weaim to seekacollaborative andmutually regularly with our globalinvestors to gain valuable insightsinto the governance and essential to maintaining our strong corporate governance practices.Weengage Shareholder engagement is fundamental to our commitment to goodgovernance full Board. the other independent directors or allof the independent directors asagroup or the with the independent LeadDirector, the chairsof allcommitteesof the Board, any of Established protocol for shareholdersandother interested parties to communicate No shareholders’ rightsplan(also known asa“poisonpill”). special meeting. Shareholders holding25percent of the outstandingshareshave the right to calla No supermajority voting provisions inBylaws or Certificate of Incorporation. recommended by shareholders. Established policiesandcriteria for director nominations, includingcandidates Bylaw requirements. the number of directors currently serving,if the shareholder(s) andnominee(s) satisfy the and includeinour proxy materials up to the greater of two directors and20percent of for three years at least three percent of our outstandingcommonsharesmay nominate Proxy access–ashareholder,or agroup of up to 20shareholders,continuously owning majority votes tenders resignation, subject to the Board recommendation for action. Majority voting for directors inuncontested elections.Incumbent director not receiving Annual electionof alldirectors. CORPORATE GOVERNANCE AT 3M 25 debt debt 2020 Proxy Statement 2020 Proxy bout $3.3 billion of billion in, and assumed about $3.3 impact the company’s overall strategy, global business continuity and business continuity global strategy, overall maythe company’s impact At least annually, the Board reviews enterprise risks facing the Company and certain the Company facing risks enterprise reviews the Board annually, least At Board designated to risk are assigned of categories important businesses. Other its of report back that directors) independent of solely are comprised (which committees its charter through Committee Audit the to has delegated Board The Board. full the to including the Company, facing risks of the oversight for responsibility the primary Committee shall Audit the that provides charter Committee’s Audit The cybersecurity. and risk management, risk assessment to respect with procedures “discuss policies and to taken has the steps management and risk exposures major the Company’s & Technology Science, established newly The such exposures.” and mitigate monitor on strategies the company’s of oversight Committee, in providing Sustainability and and environmental sustainability, commercialization, research and development, on environmental, policies and programs the company’s reviews stewardships, product and regulations. with all applicable laws compliance for including health and safety, emerging analyzing significant and in identifying Board the Committee also assists The vulnerability, and geopolitical materials technology, disruptive innovations, science and issues that financial results. Each year management presents to the Board, and the Board discusses and approves, and approves, discusses the Board and the Board, to presents management year Each strategic the overall to addition In the Company. for plans strategic long-term detailed on focused the discussions in 2019 also the business groups, and the Company for plan portfolio themes of corporate-wide on strategic the directors with sessions breakout and and acceleration, innovation ecosystem, and ERP transformation management, people and culture. that ensure to the Company capital structure of the long-term also approves Board The future growth. for invest to capital there is sufficient through most notably growth, in organic investing to is committed Company The over invested has Company The and research and development. capital expenditures fund and support to development and research and billion in capital expenditures $16.7 technical centers years. 3M has opened six customer five the past over growth organic in laboratory research and development state-of-the-art and a new, world, the around States. the United acquisition strategic to respond quickly to flexibility plans have capital allocation The years, five the past Over portfolio. the Company’s can strengthen that opportunities $9.9 approximately 3M has invested for build upon and strengthen its business portfolio to acquisitions strategic to, related future continued growth. paid shareholders, having to cash returning of has a long history Company The years. five the past $14.55 billion in dividends over approximately plans. capital allocation 3M’s of the last component Finally, share repurchases represent via shareholders to billion $17.3 approximately years, 3M has returned five the past Over share repurchases. • • • • • • • Risk Oversight Risk the oversees Board The risk profile Company’s and management’s assessing for processes risk, both and managing and Board whole as a its committees. through Board Approved Long-Term Strategic Plans and Capital Allocation Strategies Allocation Capital Plans and Strategic Long-Term Approved Board Each year management the Board, to presents discusses the Board and detailed and approves, plans strategic long-term the Company. for CORPORATE GOVERNANCE AT 3M FORTUNE recent recognitionby and isreflected by our stakeholders isimportant of trust with allour a foundationCreating Compliance individual directors. its committees,and of the Board, eachof ofperformance the an annualevaluation Committee conducts and Governance The Nominating Board, Committee,andDirector Evaluations 26 perform their duties. necessaryknowledge to maintaining skillsand assist directors in education programs and our continuing company and their role, newdirectorsthe with programs familiarize Our orientation Director Orientation andContinuingEducation Admired Companies.” ofone the 3M Company ® “World’s Most magazineas • • • • • • • • • • evaluation process. Governance Committeehasnot renominated adirector basedon this individual director and experience to effectively oversee the Company. On occasion, the Nominating and each of the directors to ensureour directors continue to possess the necessary skills considers the performance andcontributions of eachindividualdirector andevaluates As partof the nomination process, the Nominating andGovernance Committee contributions of eachdirector. of the Nominating and Governance Committeemeet to discuss the performance and Before the November Board meeting, the Chairman/CEO, Lead Director, andChair improve performance. with the Board andhelpidentify areasin which the Board anditscommitteescould The resultsof the annualevaluations of the board anditscommitteesareshared Board andCommitteemeetings or provided by academicor other qualified third parties. necessary for the performance of their duties. These programs may bepartof regular Continuing education programs assistdirectors inmaintaining skillsandknowledge assigned committees. strategic plans,andpolicies,helpprepare them for their role on their Our director orientation programs familiarize new directors with 3M’s businesses, where membershipduesallocated for lobbying purposes exceed $25,000. including disclosureof politicalcontributions andmembershipinkey trade associations Governance —Governance Documents —“Political Activities andIssue Advocacy,” Disclosure of publicpolicy engagement onour Investor Relations website, under financial reporting. Disclosure committeeaspartof the Company’s disclosurecontrols andprocedures for Company’s complianceandethics program. Code of Conduct,andat leastannually,on the implementation andeffectiveness of the provides regular updates to the Audit Committeeoncompliance with the Company’s Chief ComplianceOfficer, who hasdirectreportingobligations to the Audit Committee, Financial Officer,andChief Accounting Officer. Code of Conduct for allemployees, includingour Chief ExecutiveOfficer,Chief Code of Business ConductandEthics for directors. CORPORATE GOVERNANCE AT 3M 27 2020 Proxy Statement 2020 Proxy by 2050, and have increased our increased our 2050, and have by 3M’s Strategic Sustainability Framework provides a guiding structure and focus for our our for focus guiding structure and a provides Framework Sustainability Strategic 3M’s 2025 Sustainability and actions. Our and social commitments ongoing environmental help to and organized Framework Sustainability Strategic our with aligned Goals are and Climate for Circular, Science for each pillar: Science under efforts our advance Community. Science for all that 2018, requires in December implemented Commitment, Value Sustainability Our how demonstrate process commercialization product new our entering products new good. the greater for drive impact they global our transitioning to committed we are the RE100, in membership Through electricity to operations renewable 100 percent 2025, having by 50 percent to renewables from sourced energy for target interim . 25 percent goal of the prior achieved the lives around improving to commitment we increased our 2019, In December 3M Impact, of expansion Through Goal. with an additional 2025 Sustainability world hours of work 300,000 to committed 3M program, volunteer a skills-based employee 2025. the globe by service across Committee and overseen Steering Innovation our 3M is guided by at Sustainability our of Committee & Sustainability Technology established Science, the newly by Directors. of Board Company’s Report, and annual Sustainability in our is reported publicly progress sustainability Our . www.3M.com/Sustainability at found can be initiatives on current more information Strong pay-for-performance philosophy. pay-for-performance Strong addressing includes provisions that policy clawback to subject compensation Incentive failures. risk management well as financial risk as and reputational policy retention and stock officers executive for guidelines ownership stock Robust directors. for officers. and executive directors by pledging 3M stock hedging or of Prohibition including executives, senior with any agreements in control change or No employment the CEO. share earnings per objectives of financial to linked compensation incentive Long-term free cash capital, and on invested return growth, volume organic relative growth, conversion. flow • • • • • • • • • • • • Commitment to to Commitment Sustainability long- 3M has a standing commitment sustainability. to Executive Compensation Annual advisory executive of approval compensation with approximately votes the of 95 percent the of favor cast in executive Company’s program compensation in 2019. CORPORATE GOVERNANCE AT 3M 28 priorities, andour values. customers, andpremiumreturns for shareholders. The modelisbuilt around four elements: our vision, our strengths,our The 3M Value Modelis what differentiates our company in the marketplace. It’s how we create extraordinary value for © 3M2019.AllRightsReserved. 3M VALUEMODEL Our Company’s long-term strategy isoutlinedin the 3M Value Model. innovation, commercial transformation, manufacturingandsupply chain transformation, andpeopleculture. also focused onbreakout sessions with the directors onstrategic corporate-wide themes of portfolio management, for the Company. Inaddition to the overall strategic plan for the Company and the businessgroups, the discussions Each year management presents to the Board, and the Board discussesandapproves, detailed long-term strategic plans Board’s role in the company’s long-termstrategy www.3M.com, under Investor Relations —Governance. Codes of Conductprovide the framework for the governance of the Company andareavailable onour website at of Incorporation andBylaws, the chartersof the Board committees, the Director IndependenceGuidelines, and the recommending any proposed changes to the Board for approval. The Corporate Governance Guidelines, the Certificate Nominating andGovernance Committeeisresponsible for overseeing andreviewing the Guidelines at leastannually and independence, the Board MembershipCriteria, Board committees,andBoard andmanagement evaluation. The Board’s and management, the Board’s leadershipstructure, the responsibilitiesof the independent LeadDirector, director of the Company. The guidelinesaddressmatters suchas the respective roles andresponsibilitiesof the Board The Board hasadoptedCorporate Governance Guidelines which provide a framework for the effective governance Corporate governance guidelines 3M Company © 3M2019. All Rights Reserved. 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an and d C u l t u r e CORPORATE GOVERNANCE AT 3M 29 2020 Proxy Statement 2020 Proxy Electronics, Health Care, and and Electronics, ransformation journey is designed to improve growth and growth improve to is designed journey transformation ransformation – one of our strategic priorities – we have taken concrete actions to streamline and to actions taken concrete we have priorities – strategic our – one of transformation ransformation journey by implementing, at the beginning of 2020, a new global operating model model global operating 2020, a new the beginning of at implementing, by journey transformation Our values bind us together as one 3M – across business groups and geographies. They include our leadership include our They and geographies. business groups as one 3M – across together bind us values Our the win in to and continue others, develop drive performance, to act to leaders our want we – how behaviors employees, shareholders, customers, from trust companies are built on Conduct; great Code of our Then marketplace. to free 3M is decades. No one at many over integrity for reputation trust and our that earned communities. We’ve the most make 3M to working We are forward. moving priority will be a that values four it. We also have compromise more an even become to more diverse and enable us will help us become even This we can be. inclusive enterprise this advance to will continue we and in sustainability long been a leader We have company. and innovative creative best. their be to 3M employee encourage and challenge every to more will do even we Finally, the company. across Our values Our On our journey of of journey our On the and system resource planning (ERP) enterprise a new of implementation the including operations, our improve a entering we are now these initiatives, of the success by Enabled business groups. four to five from April 2019 move our phase of new and Transportation Industrial, – Safety groups business four align our further to business groups 3M’s model, this new models. In and go-to-market customers the company’s with – Consumer their across and resource prioritization optimization portfolio strategy, of facets all for full responsibility have now and build a more streamlined and customer- we operate how transform to We continue global operations. entire our phase of latest This future. the for driven organization and shareholders. customers our for value more even create to will enable us and efficiency, operational New phase of our transformation journey transformation our phase of New Our priorities Our Transformation, Portfolio, creation: value and growth long-term for are positioning us that priorities four We have over value extraordinary create to proven been have that are levers three first The and People & Culture. Innovation, people and advance to efforts depend on our They forward. priorities moving our of foundation the form They time. model. value the entire people and culture supports on advancing focus culture. Our We do this while maintaining a focus on our customers – the end users of our solutions. Most of our sales are specified sales our solutions. Most of our the end users of – customers on our focus a while maintaining this We do global commerce time, our change over may end user our to the channel While applications. customer designed into or when and where, will deliver that model the go-to-market while leveraging with end users connect directly to is strategy wants. the end user how We then leverage our fundamental strengths. In technology, we leverage our deep intellectual property and broad and broad property deep intellectual our we leverage technology, In strengths. fundamental our leverage then We global Our engineering. in process unique capabilities our we leverage In manufacturing, platforms. technology range of models go-to-market our through strength and deliver and manufacturing technology that take to us capabilities enable businesses. our in each of value brand adds finally, our And world. the around serve customers to In our Customer Inspired Innovation approach, we combine close engagement with customers, deep domain expertise deep domain expertise with customers, close engagement we combine approach, Inspired Innovation Customer In our of the critical needs insights into unique develop to platforms technology our the science behind and in markets customers. our Our strengths help us continually innovate to create differentiated value for customers at above-market growth rates. rates. growth above-market at customers for value differentiated create to innovate help us continually strengths Our channels. and commercial technology the changes in customers, of take advantages to also enable us They Our strengths Our Our vision Our Home, Every Enhancing Products 3M Company, Every Advancing Technology 3M we do: everything vision drives Our that the purpose part of 3M, and is an important to and authentic is aspirational Life. It Every Improving 3M Innovation an enterprise. drives us as CORPORATE GOVERNANCE AT 3M 30 election asadirector by shareholdersat the 2019 Annual Shareholder Meeting. Michael F. Roman, CEO andaBoard member, to serveas Chairman of the Board, effective May 14,2019, following his announced hisintention not to stand for reelection at the 2019 Annual Shareholder Meeting. The Board nominated and thoughtful successionplanningprocess, inFebruary 2019,Inge G. Thulin, ExecutiveChairman of the Board, succession potential for the positionof Chairman/CEO andother senior management positions. As aresultof a thorough Board, the Chairman,CEO andSenior Vice President of HumanResourcesannually assesssenior managersand their The Board plans the succession to the positionof Chairman,CEO andother senior management positions. To assist the Management successionplanning issues andrisks to the Board’s attention. meetings. Givenhisin-depthknowledge andunderstandingof the Company, the CEO isbestable to bringkey business below) because the CEO, who isultimately responsible for the Company’s management of risk,alsochairsregular Board members. The Board alsobelieves itsoversight of riskisenhancedby itscurrent leadershipstructure (further discussed the full Board following eachcommitteemeeting. The minutesof eachcommitteemeeting arealsoprovided to allBoard 3M. The chair of eachcommittee that oversees riskprovides asummary of the matters discussed with the committee to sharing of information with the full Board, isappropriate for adiversified technology andmanufacturingcompany like delegation to other committees to oversee specificrisks within their areasof responsibility andexpertise, and the The Board believes that itsoversight of risks, primarily through delegation to the Audit Committee,butalso through financial results. vulnerability, andgeopoliticalissues that my impact the company’s overall strategy, globalbusinesscontinuity and and regulatory compliance,as well assignificant emerging scienceand technology, disruptiveinnovations, materials the Company’s environmental andproduct stewardship efforts, includingenvironmental, healthandsafety (EHS) legal for key management positions. The Science, Technology &Sustainability Committeeoversees risks associated with governance anditssuccessionplanningprocess to ensure that the Company hasaslate of future, qualifiedcandidates for itsemployees. The Nominating andGovernance Committeeoversees risks associated with the Company’s overall including by performing anannualreview of the Company’s riskassessment of itscompensation policiesandpractices For example, the Compensation Committeeoversees risks associated with the Company’s compensation practices, The Board hasdelegated to other committees the oversight of risks within their areasof responsibility andexpertise. financial products, suchasderivatives to manageriskrelated to foreign currencies,commodities,andinterest rates. Company’s capitalstructure,creditratings andcostof capital,long-term benefit obligations, anduseof or investment in Audit Committeehasassumed from the FinanceCommittee the oversight responsibilitiesover risks associated with the Science, Technology &Sustainability Committeeand the sunsetting of the FinanceCommitteeinNovember 2019, the may alsoreport to the full Board onhow the riskisbeingmanagedandmitigated. With the establishment of the new Board by either the chair of the Audit Committeeor the Auditor. The executive responsible for managingaparticular risk risks. The Auditor’s riskmanagement report, which isprovided inadvance of the meeting, isreviewed with the entire Committee the major risks facing the Company and the stepsmanagement has taken to monitor andmitigate those works with those executives responsible for managingeachspecificrisk. The Auditor periodically reviews with the Audit consultation with the Company’s senior management, periodically assesses the major risks facing the Company and responsible for leading the formal riskassessment andmanagement process within the Company. The Auditor, through is reviewed andevaluated by the Audit Committeeand who hasdirectreportingobligations to the Committee,is The Vice President andGeneral Auditor, Corporate Auditing (the “Auditor”), whose appointment andperformance has taken to monitor andmitigate suchexposures.” with respect to riskassessment andriskmanagement, the Company’s major riskexposures and the stepsmanagement cybersecurity. The Audit Committee’s charter provides that the Audit Committeeshall“discusspoliciesandprocedures Committee through itscharter the primary responsibility for the oversight of risks facing the Company, including are comprisedsolely of independent directors) that reportback to the full Board. The Board hasdelegated to the Audit and certainof itsbusinesses.Other important categories of riskareassigned to designated Board committees(which a whole Board and through itscommittees. At leastannually, the Board reviews enterpr 3M Company CORPORATE GOVERNANCE AT 3M 31 2020 Proxy Statement 2020 Proxy Public policy engagement Public policy engagement our of and oversight processes, the consideration, to with respect transparency that believes Company The shareholders useful give our to makes efforts shareholders, and continuously our to is important with lawmakers published a detailed voluntarily has the Company 2007, Since engagement. public policy about our information Investor under www.3M.com website at on our which is available political activities the Company’s of explanation the Company There, Advocacy.” Activities and Issue — “Political Documents — Governance — Governance Relations when making political we consider factors the issues, public policy its positions on important out in detail sets political activities our of oversight and Board financial, executive, legal, for we use the processes and contributions, the with files monthly Action Committee the 3M Political the reports to links We also provide and contributions. The Board also has adopted a Code of Business Conduct and Ethics for Directors of the Company. This Code incorporates This Company. the of Directors for and Ethics Conduct Business of Code a also has adopted Board The the business and the Company’s ensure to follow the Board and the Company conduct long-standing principles of and in compliance standards, the highest ethical to and adherence with integrity are conducted the Board activities of Directors for Conduct and Ethics Business the Code of and employees for Conduct Code of Company’s The the law. with Documents. — Governance — Governance Relations Investor under www.3M.com website at on our are available Employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of of violation apparent be an actual or to faith in good believe they that conduct report any to are required Employees received complaints treat and receive, retain, to Committee has adopted procedures Audit The Conduct. the Code of and anonymous confidential the for allow to and auditing matters, or controls, accounting internal accounting, regarding Information auditing matters. or questionable accounting concerns regarding of others or employees submission by Governance website, under Relations Investor on 3M’s found can be such communications submit any to on how ask a question.” Our or — “Report a concern Conduct Policies Business — Employee Documents — Governance the to reports Committee, periodically Audit the to obligations who has direct reporting Officer, Compliance Chief the Company’s of the effectiveness Conduct, including Code of the Company’s with Committee on compliance Audit compliance program. More than a century of operating with uncompromising integrity has earned 3M trust from our customers, credibility credibility customers, our from trust has earned 3M integrity with uncompromising operating of than a century More Executive Chief including our employees, our All of employees. our from communities, and dedication with our to Conduct Code of 3M’s abide by to Officer, are required Accounting Financial Officer, and Chief Officer, Chief a of foundation the forms Code The manner. legal and ethical business is conducted in a consistently our that ensure focus and a Company-wide policies and procedures with corporate includes compliance that comprehensive process including topics, many Conduct covers Code of Our operations. our aspect of in every integrity on uncompromising and information, confidential of financial reporting, protection interest, of conflicts law, and competition antitrust business. our the conduct of to applicable and regulations with all laws compliance Compliance conduct codes of 3M’s Communication with Communication directors send to parties interested and other shareholders for process following the has adopted Directors of Board The Lead the with communicate parties may interested and other Shareholders the Board. of members to communications & Sustainability Technology , and Science, Governance and Nominating Compensation, Audit, the the chairs of Director, sending a by them as a group, all of or directors, independent other our of with any or the Board, of Committees Paul, St. 220-13E-26A, Building 3M Center, 3M Company, Secretary, address: Corporate following the to letter those forwards and directors the independent to communications reviews Secretary Corporate The MN 55144-1000. accounting substantive involving Communications below. as discussed directors the independent to communications Chief the Company’s Committee and Audit the of the Chair to forwarded will be immediately matters auditing or communications of the receipt for Committee Audit the frames established by time with consistent Compliance Officer Items promptly. forwarded will be matters non-financial to pertain that Communications these matters. with dealing such as: business solicitation forwarded, be not will the Board of the duties and responsibilities to are unrelated that unsolicited inquiries; and job-related other mass mailings; resumes or inquiries; product-related advertisements; or commercial emails. CORPORATE GOVERNANCE AT 3M a product perspective,our portfolio of window films retain heat in the winter andcoolair in the summer,resulting in 100 percent renewableswitch to flipped the sourcesof energy at our globalheadquartersinSt. Paul, Minnesota. From ourinterim50 percent target by to 2025,having already achieved the prior goalof 25percent. On March1,2019,3M CEO MikeRoman committed to moving our entire globaloperations to 100percent renewable electricity understand our climate risks andareincorporating this analysis into businessstrategies andactions.InFebruary 2019, relevant categories for 3Mandidentifying new opportunities to reduceemissions. Wealsoadvanced efforts to better three years alone.In2019, we developed methodologies around Scope 3Categories 9-12, providing aholisticmapof our customers avoid emitting over 41 millionmetric tons CO2 through useof select3Mproduct platforms in the last achieved a63.7 percent reductioninScope1and2location-based greenhousegasemissionsand have helped as asociety andnow is the time to leadand take action—for our climate, andour communities. Since 2002, we’ve improving 3M’s environmental footprint. We believe that climate changeisoneof the greatest challenges we face To advance Science for Climate, we areinnovating to decarbonizeindustry,accelerating global climate solutionsand warmth andperformance of down through tiny fibers made from post-consumer recycled plastic. 100 percentmade from recycled content and3M™ ™ 100%Recycled Featherless Insulation that mimics the 32 product innovations, like3M’s iconic yellow andgreenScotch-Brite Economy Working Groups to increaseuseof renewable andrecycled materials. We’ve alsoannouncedsignificant sites to zero waste to landfillstatus, membershipin the EllenMacArthur Foundation CE100andestablishingCircular sustainability goals. Additional initiatives to drivecircularity includemoving more than 30percent of our manufacturing 3M’s history of creating moresustainableproducts andcollaborating with our customers to help them reach their own commercialization process to demonstrate how they driveimpact for the greater good. This commitment buildson Banovetz announced3M’s Sustainability Value Commitment—requiring allnew products entering 3M’s new product economy. To helpaccomplish this, inDecember 2018,at the United Nations Climate Conference (COP24), CTO John To advance Science for Circular, we designsolutions that domore with lessmaterial to advance aglobalcircular Circular, Science for Climate, andScience for Community. Day in November 2018, the Framework directsour efforts to areas where we canmake the greatest impact:Science for approach to sustainability—the3MStrategic Sustainability Framework. Announced by CEO MikeRoman onInvestor ambition of improving every lifeandour strong set of 3M values, these commitments driveandinform our formalized (TCFD) recommendations for helpingbusinessesdiscloseclimate-related financial information. Together with our of the Sustainability Accounting Standards Board (SASB), and the Task Force for Climate-Related FinancialDisclosures the areasof humanrights,labor,environment, andanti-corruption. Wealignour Sustainability Report to the guidelines United Nations Global Compact,apolicy initiative for businesses to demonstrate their commitment to ten principlesin to advance the United Nations Sustainable Development Goalsacross the world. Wearealsoaparticipant of the corporation, contributing to society through diversemarkets, we believe that we have asignificant responsibility global environmental andsocialissues.Wereporton these efforts annually inour Sustainability Report. As aglobal the footprint of our own operations, helpour customers meet their own sustainability goalsanddriveactionon that beganin1975 to our increasingly ambitiousset of 2025 Sustainability Goals, which aredesigned to improve 3M hasalong-standingcommitment to sustainability, from our groundbreaking Pays program stronger actions. and stakeholders—andgrow our business—by continuing to makeboldsustainability commitments and taking always trying to domore.It isour ambition to meet the increasingexpectations of our customers, employees, investors, It anchorsour purpose-driveninnovation inproducts, manufacturing processes andnew technologies—and we’re apply our expertise and technology to helpsolvesharedglobalchallenges.Sustainability isat the heartof our company. improving every life.Incollaboration with our employees, customers, partners,government andcommunities, we At 3M, we areinspiredandmotivated by Our Vision of advancing every company, enhancingevery homeand sustainability Commitment to and politicalactivities. which exceed the disclosuresrequiredby law, offer transparency respecting the Company’s publicpolicy engagement allocated for lobbying purposesby the trade association. The Company believes that these disclosuresonour website, also disclosesonits website the trade associations the Company joined where $25,000or moreof the duesare contributions to state candidates andpoliticalparties,contributions to “527”politicalorganizations. The Company Federal ElectionCommissionand the Company’s quarterly Lobbying Disclosure reports,as well asadetailed listof our 3M Company ® Heavy Duty scrubsponge with scrubbing fibers andincreased CORPORATE GOVERNANCE AT 3M 33 2020 Proxy Statement 2020 Proxy onsumer. Examples Examples Consumer. Health Care and and Electronics, Transportation afety and Industrial, afety The nature of the Related Person’s interest in the transaction; the in interest Person’s the Related of nature The the transaction the transaction, is terms material whether including on terms The of than terms no less favorable circumstances; similar the same or under party third an unaffiliated to available generally the the transaction to significance Related The Person; of the the transaction to significance Company; The of the of the best interest act in to officer executive or a director of the judgment impair would transaction the Whether and Company; the Committee deems appropriate. matters other Any • • • • • • Related person transaction policy and procedures transaction policy person Related is administered which and Procedures Transaction Policy Person written Related has adopted a Directors of Board The which transactions in series of transaction or any to applies Policy This Committee. and Governance the Nominating by term that Person (as $120,000, and a Related exceeds involved the amount is a participant, a subsidiary or the Company 404(a) Item be disclosed under to which is required and interest indirect material has a direct or the Policy) in is defined or ratification, approval, for the Committee to are referred this definition within fall that Transactions S-K. Regulation of whether the Committee decides facts and circumstances, the relevant all of of action. Based on its consideration other the In the Company. of the best interests are in that transactions those only transaction and approves a approve to not or Committee considers: the transaction, a of ratification or and approval its review course of . visit www.3M.com/Sustainability please learn more, To Our continued work across the Strategic Sustainability Framework helps advance 3M’s progress toward our our toward progress 3M’s helps advance Framework Sustainability the Strategic across work continued Our 3M is also guided at Report. Sustainability annual Sustainability which is reported on in our Goals, 2025 Sustainability Committee provides The . and General Counsel CTO CEO, which includes our Committee Steering Innovation our by opportunities are recognized, and strong encourage and ensure sustainability to and strategy leadership, oversight board-level established a new Directors of the 3M Board 2019, are in place. In November policies and procedures 3M Company’s aspects of technological and scientific the significant of general oversight provide to committee & Sustainability Technology Science, The activities: and stewardship sustainability the Company’s businesses and and analyzing identifying policies and programs, sustainability the company’s will review Committee The Committee. business strategy, overall impact our may that and geopolitical issues vulnerability sustainability, materials significant financial results. and global business continuity include the Fluency Direct™ speech recognition system from M*Modal, which increases physician productivity while productivity increases physician which M*Modal, from speech recognition system Direct™ Fluency the include stakeholders engage key that programs Safety Zone School narrative; patient informative capturing a more complete, the 3M 8210 (N95) and 3M such as equipment, school; and personal safety to take children the routes in improving to freedom the space and employees give our To strikes. when disaster lives which can save 8511 (N95) , time on projects working their of spend 15 percent to them encourages that a program we have these solutions, innovate strives 3M environment, work its diverse and inclusive and expanding maintaining to choosing. In addition own their of Goal and committed 2025 Sustainability a new , 3M unveiled 2019 In December career. their in grow help employees to skills-based 3M Impact, our of the expansion through the globe service across hours of work 300,000 providing to workforce the support that programs and social philanthropic joins existing program This program. volunteer employee is trades. It the skilled as well disciplines, as (STEM) and Math Technology, Engineering in Science, future—both the of to 3M allows that community scientific life and dedicated every improving for culture, ambition this unique innovation good. the greater advance To advance Science for Community, we aim to create a more positive world through science, and inspire people to to and inspire people science, through world positive a more create to we aim Community, for Science advance To positive create to are driven who scientists of in a community which is rooted culture, with 3M’s begins This join us. and platforms technology 51 3M’s across solutions and services products, of variety a through impact. We deliver S core business groups— Cool Roofing Granules Granules Roofing 3M™ Cool and Granules Smog-reducing 3M™ innovative Our cost savings. use and energy reduced by effect island the urban heat and quality air poor address owners property and commercial resident are helping sunlight. reflect and away wash that ions water-soluble into with roofs in contact turning pollution CORPORATE GOVERNANCE AT 3M 34 circumstances. anticipated future representing the shareholders’ best interests, to decide who shouldserveasChairmanor CEO, or both, under present or www.3M.comat , under Investor Relations —Governance. Instead, the Board adoptedan approach that allows it,in and CEO initsCorporate Governance Guidelines, which arereviewed at leastannually andavailable onour website As aresult, the Board hasrejectedadoptingapolicy permanently separating or combining the positionsof Chairman Board andCEO would inhibit the Board’s ability to provide for aleadershipstructure that would bestserve shareholders. The Board believes that adoptingarigidpolicy on whether to separate or combine the positionsof Chairmanof the of businessoperations. while avoiding unnecessary confusion regarding the Board’s oversight responsibilitiesand the day-to-day management strategic issues.Coupled with anindependent LeadDirector, this combinedstructureprovides independent oversight of the Company, the CEO isbestpositioned to chair regular Board meetings as the directors discusskey businessand responsibility for managing the Company’s day-to-day operations and with in-depthknowledge andunderstanding while deriving the benefits of having our CEO alsoserveasChairmanof the Board. As the individual with primary The Board of Directors believes that this leadershipstructureprovides independent board leadershipandengagement • • • • The Board’s current leadershipstructureischaracterizedby: Michael Roman was nominated andelected to serveasChairmanof the Board. Following hiselection to directorship at the Company’s Annual Meeting of ShareholdersonMay 14,2019,CEO Board’s leadershipstructure Board structure andprocesses effect, areincludedin3M’s publishedCorporate Governance Guidelines anditsProxy Statement. and to report to the Board onany recommendations itmay have concerning the policy. The terms of the policy, asin The Board hasdirected the Nominating andGovernance Committee to review this policy statement onanannualbasis in adoptionresulting from seekingshareholder approval. circumstances existing at the time, itisin the bestinterests of 3M’s shareholders to adoptarightsplan without the delay independent membersof the Board), initsexercise of its fiduciary responsibilities,makesadetermination that, under the plan if either:(1) shareholdershave approved adoptionof the rightsplan; or (2) the Board (includingamajority of the adopted andhasreaffirmed astatement of policy on this topic. The Board’s policy is that it will only adoptarights Following consideration of the favorable vote the shareholder proposal receivedandinlightof this belief, the Board for 3Mshareholdersin the context of a takeover effort. adoption of arightsplan would give the Board the negotiating power andleverage necessary to obtain the bestresult considering adoptingone. The Board continues to believe, however, that there may becircumstancesunder which adopting ashareholders’ rightsplan(also known asa“poisonpill”).3Mdoesnot have arightsplanandisnot currently In 2002and2003,a3Mshareholder submittedashareholder proposal to 3Mregarding the approval process for Policy onadoptionof arightsplan Transactions that were referred to the Committeein2019. the presenceof aquorumat ameeting at which the Committeeconsiders the transaction. There were noRelated Person deliberations or vote respectingsuchapproval or ratification, except that suchadirector may becounted indetermining Any Committeemember who isaRelated Person with respect to a transaction under review may not participate in the An engagedandindependent Board. A robust committeestructureconsistingentirely of independent directors with oversight of various types of risks; and Board’s oversight responsibilities; A strong, independent, andhighly experienced LeadDirector with well-defined responsibilities that support the A combinedChairmanof the Board andCEO; 3M Company CORPORATE GOVERNANCE AT 3M 35 2020 Proxy Statement 2020 Proxy Committees; Presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the sessions of executive including present, the Chairman is not which at Board the of all meetings Presides at directors; independent directors; the independent and the Chairman/CEO liaison between Acts as a key there is sufficient that assure to schedules the meeting and approves the Board, for agendas the meeting Approves all agenda items; discussion of for time and meeting each Board of in advance the directors to be delivered to the materials approve to the authority Has the gives only not duty (this those materials timeliness of and the quality, quantity, regarding feedback provides each Board of in advance the directors to be delivered to materials to with respect authority approval Lead Director future meetings); for be improved may the materials that feedback mechanism so a but also provides meeting directors; the independent of call meetings to the authority Has the Compensation of the chair that (except the Chairman/CEO to feedback member Board Communicates of evaluation the Board’s and communicates performance Chairman/CEO’s the the discussion of Committee leads that the to performance Chairman/CEO); and direct consultation for when appropriate, he is available, that shareholders, ensures major requested by If and communication; directors. the independent duties as requested by such other Performs Independent directors comprise a substantial majority of the Board; of majority a substantial comprise directors Independent elections; director in uncontested vote a majority by are elected annually Directors Technology , and Science, and Governance Nominating Compensation, Audit, the serve on directors independent Only & Sustainability respective agendas; their committee chairs establish The advisors; own their retain and committees may Board The and employees; management to access complete have directors independent The Board each regular during employees other or the CEO without session in executive meet directors independent The and meeting; it and its committees whether determine to conduct a self-evaluation and each committee regularly Board The function effectively. • • • • • • • • The Board has designated one of its members to serve as a Lead Director, with responsibilities that are similar to those to are similar that with responsibilities serve as a Lead Director, to its members one of has designated Board The Lead Director appointed was Michael L. Eskew chairman (“Lead Director”). an independent by performed typically who had served as Lead Coffman Vance 12, 2012, succeeding Dr. November effective directors the independent by Allstate The of the boards serving on currently director, experienced is a highly Michael Eskew since 2006. Director Chairman and former the and is Machines Corporation, Business and International and Company, Eli Lilly Corporation, following: the to, limited include, but are not Service, Inc. His responsibilities Parcel United of CEO Independent lead director • • • • • • • • the next in (described with responsibilities serve as Lead Director, to its members one of has also designated Board The chairman. an independent by performed typically those to are similar that section) The Board believes that the Company’s corporate governance measures ensure that strong, independent directors directors independent strong, that measures ensure governance corporate the Company’s that believes Board The CEO compensation, executive to issues related and key management the Company’s oversee effectively to continue in provide, Guidelines Governance Corporate The risk, and integrity. planning, strategy, and succession evaluation part, that: The Board believes that combining the roles of CEO and Chairman contributes to an efficient and effective Board. The The Board. effective and efficient an to contributes and Chairman CEO of roles the combining that believes Board The 3M’s for respect tempered by the Company, within improvement change and continuous drive to that believes Board leading effectively for responsible is primarily CEO The maximum authority. must have the CEO values, and traditions business, day-to-day the Company’s managing growth, driving efficiency, operational improving change, significant build to continuing of all employees for the expectation reinforcing and the Company, facing risks various the managing way. the right and doing business integrity uncompromising tradition of century-old on 3M’s CORPORATE GOVERNANCE AT 3M 36 did not seekre-electionandendedher serviceon the Board onMay 14,2019, when her term expired. May 2019attended last year’s Annual Meeting of Shareholders.SondraBarbour was not present at the meeting asshe unless extenuating circumstancesprevent them from attending. All directors who were membersof the Board asof The Company hasalong-standingpolicy that directors areexpected to attend the Annual Meeting of Shareholders 75 percent of allBoard andCommitteemeetings on which they served. attendance at Board andcommitteemeetings was 96percent. During2019,allof our directors attended at least During 2019, the Board of Directors held five regularly scheduledmeetings and three telephonic meetings. Overall committee, both before andafter the November committeestructuralupdate, aredescribedbelow. when the Science, Technology &Sustainability Committee was established. The membershipand the function of each Governance, and The Board currently has twelve directors and the following four committees: Audit, Compensation, Nominating and Board and committeeinformation on this individualdirector evaluation process. oversee the Company. On occasion, the Nominating andGovernance Committeehasnot renominated adirector based each of the directors to ensureour directors continue to possess the necessary skillsandexperience to effectively Nominating andGovernance Committeeconsiders the performance andcontributions of eachdirector andevaluates Committee meet to discuss the performance andcontributions of eachdirector. As partof the nomination process, the Before the November Board meeting, the Chairman/CEO, LeadDirector, and chair of the Nominating andGovernance and suggestions year-round. The Board andeachcommitteeconductedanevaluation of itsperformance in2019. applicable. While this formal self-evaluation isconductedonanannualbasis,directors shareperspectives, feedback, are monitored onagoing-forward basisby the full Board, as well asby individualcommitteesand the chairs thereof, as Self-evaluation itemsrequiring follow-up and/or the development andexecution of implementation andactionplans as identifying existing practices which have contributed to higheffectiveness andaccordingly shouldbecontinued. Board believes improvements couldbemade to increase the effectiveness of the Board anditscommitteesas well the comments and further discussionandreflection, the Board makesanassessment reviewing areasin which the and receivescomments from alldirectors andshares those comments with andthe the Committee and consider opportunities for continual enhancement. The Chairof the The Board conductsanannualself-evaluation to determine whether itanditscommitteesare functioning effectively Board, committees,anddirector evaluations Board committees they deemappropriate. The LeadDirector presidesover the Board’s executive sessions. executive session, without the Chairman/CEO or other membersof management present, to consider suchmatters as As anagendaitem for every regularly scheduledBoard andcommitteemeeting, independent directors regularly meet in Executive sessions 3M Company Science, Technology &Sustainability . The Board hadaFinanceCommitteeuntil November 12,2019, Nominating andGovernance Committeesolicits Board. Basedon CORPORATE GOVERNANCE AT 3M 37 and = Chair = Chair Science, Nominating Governance Sustainability Technology & Technology and 2020 Proxy Statement 2020 Proxy Finance Nominating Governance = Committee Member; = Committee Member; Compensation Compensation Audit Audit

May 12 , 2020. on May the Board from will retire age and ement retir the mandatory has reached iddy Mr. L Dambisa F. Moyo Dambisa R. Page Gregory A. Woertz Patricia Amy E. Hood Amy Kent Muhtar M. Liddy* Edward David B. Dillon B. David Michael L. Eskew Herbert L. Henkel Name of Non-employee Director Non-employee Name of Brown K. “Tony” Thomas J. Craig Pamela Dambisa F. Moyo Dambisa R. Page Gregory A. Woertz Patricia Amy E. Hood Amy Kent Muhtar Liddy M. Edward Herbert L. Henkel David B. Dillon David Michael L. Eskew Thomas “Tony” K. Brown “Tony” Thomas J. Craig Pamela 14, 2019) May effective the Board, to (elected Name of Non-employee Director Non-employee Name of Barbour Sondra L. (retired from the Board, effective May 14, 2019) May effective the Board, from (retired BOARD COMMITTEE COMPOSITION (SINCE NOVEMBER 12, 2019) 12, NOVEMBER (SINCE COMPOSITION COMMITTEE BOARD BOARD COMMITTEE COMPOSITION (JANUARY 1 – NOVEMBER 12, 2019) 12, NOVEMBER – 1 (JANUARY COMPOSITION COMMITTEE BOARD * CORPORATE GOVERNANCE AT 3M 38 Committee Charters Governance Documents > Relations >Governance > www.3M.com >Investor Audit CommitteeCharter and responsibilities. its charter setting forthitsroles adopted, andannually reviews, The Audit Committeehas Commission regulations. Securities andExchange term isdefined by applicable financial experts” as that and are“auditcommittee under the NYSE listingstandards financial management expertise” have “accounting or related Moyo andGregory R.Page — Pamela J. Craig,DambisaF. Dillon (chair), Sondra L.Barbour, Committee members—DavidB. following Auditthe that The Board hasalsodetermined other than for serviceasadirector. compensation from the Company the Audit Committeereceivedno standards and that membersof literate” under the NYSE listing “independent” and“financially Committee membersare all Audit determinedthat The Board of Directors has Meetings in2019 Gregory R. Page Dambisa F. Moyo David B. Dillon (chair) (from 5/14/2019) PamelaCraig J. Thomas “Tony” K.Brown (until 5/14/2019) Sondra L.Barbour Members AUDIT COMMITTEE 3M Company

10 Roles andResponsibilities for inclusionin the Company’s Proxy Statement. department, the Company’s financial riskassessment andmanagement, and furnishes areport firm (the “Independent Accounting Firm”), the performance of the Company’s internal auditing independence, andperformance of the Company’s independent registered publicaccounting financial statements, compliance with legalandregulatory requirements, the qualifications, The Audit Committee assists the Board initsoversight of the integrity of the Company’s Introduction • • • • • • • • • • • • • • • • procedures andany significant complaints received. Chief ComplianceOfficer and the Company’s senior internal auditingexecutive these regarding questionableaccounting or auditingmatters andperiodically review with the and (ii) the confidential, anonymous submissionby Company employees of concerns by the Company regarding accounting, internal accounting controls, or auditingmatters; Establishes procedures for (i) the receipt,retention, and treatment of complaints received received from regulators or government agenciesregarding compliance;and impact on the consolidated financial statements andany material reportsor inquiries Reviews with the Company’s General Counsellegalmatters that may have amaterial compliance andethics program; Conduct, andat leastannually,on the implementation andeffectiveness of the Company’s reporting obligations to the Committee,oncompliance with the Company’s Codeof Periodically obtains reports from the Company’s Chief ComplianceOfficer, who hasdirect the resultsof internal auditsandmanagement’s response thereto; direct reportingobligations to the Committee,on the annualauditplan,scope of work, and Periodically obtains reports from the Company’s senior internal auditingexecutive, who has regarding information security; and effectiveness of the Company’s information security policiesandinternal controls resource planningsystem, information technology networks andsystems, and the adequacy Officer, regarding the progress on the phasedimplementation of the globalenterprise Periodically obtains reports from senior management, including the Chief Information Dodd-Frank derivatives clearingpolicy; Periodically reviews andapproves the Company’s useof swaps exemption pursuant to instruments for riskmanagement purposes; with cashinvestments, counterparties, anduseof derivatives andother financial Periodically reviews the Company’s global Treasury activities,includingrisks associated tax planning; insurance coverage, funding for pension andother post-retirement benefit plans,andglobal Periodically reviews the Company’s capitalallocation andcapital structurestrategies, such exposures; major riskexposures, and the stepsmanagement has taken to monitor andmitigate Discusses policies with respect to riskassessment andriskmanagement, the Company’s management’s response to the recommendations of the Independent Accounting Firm; Reviews findings andrecommendations of the Independent Accounting Firmand Firm; Independent Accounting fees andstaffing, andapproves all auditandpermissiblenon-auditservicesprovided by the Reviews with the Independent Accounting Firm the scopeof the annualaudit,including Appoints, oversees, and approves compensation of the Independent Accounting Firm; Reviews earnings pressreleasesprior to issuance; Accounting Firm’s auditof internal controls over financial reporting; Company’s reportoninternal controls over financial reportingand the Independent Reviews anddiscusses with management and the Independent Accounting Firm the financial statements; statement presentation, andcriticalaccounting policies to be usedin the consolidated reporting, includingany major issuesregarding accounting principlesand financial Reviews the Company’s financial reportingprocess andinternal controls over financial internal controls over financial reporting; Reviews the Company’s annualauditedandquarterly consolidated financial statements and CORPORATE GOVERNANCE AT 3M 39 2020 Proxy Statement 2020 Proxy Reviews disclosures in the Company’s Proxy Statement regarding advisory votes votes advisory regarding Statement Proxy the Company’s disclosures in Reviews votes; such of frequency the and compensation on executive compensation incentive of termination and amendment, the adoption, Approves the Company; of employees for programs compensation and deferred compensation equity of termination or the adoption, amendment, Approves such be required, recommends would approval shareholder or, if programs the actions to Board; the of directors the independent by ratification to subject Approves, the for arrangements and severance agreements employment Board, as appropriate; CEO, the senior for arrangements and severance agreements employment Approves as appropriate; the CEO), than (other the Company of executives incentive and long-term stock the Company’s of the administration Oversees and awards who receive the employees and determines programs, compensation such programs; under awards their the size of guidelines covering Company of the adoption and amendment Approves reviews and annually executives, by common stock Company of ownership compliance with these guidelines; concerning any Directors of the Board to recommendations and makes Reviews approval; require Board would that plan benefit a retirement to amendment policies and compensation the Company’s of a risk assessment reviews Annually its employees; for practices matters management the Company’s with and discusses reviews Periodically equity; pay internal to relating and matters compensation executive to relating proposals shareholder Reviews responses; regarding the Board to makes recommendations policies the Company’s to human resource issues relating reviews Periodically and equal employment diversity workforce to with respect and practices opportunities; and advisors other counsel, or consultants, compensation retain to the authority Has fees such advisors’ approve to the authority including as it deems appropriate, and terms. retention • • • • • • • • • • • • • Introduction and practices compensation Company’s the reviews Committee Compensation The the independent by ratification to (subject and approves reviews policies, annually and approves reviews annually the CEO, for the compensation the Board) of directors performance, CEO evaluates executives, senior the other for the compensation the Compensation the Company of with management and discusses reviews Exchange the Securities and with prepared in accordance Analysis and Discussion for furnishes a report and compensation, executive for disclosure rules Commission’s Statement. Proxy the Company’s inclusion in and Responsibilities Roles The Committee may delegate its authority to subcommittees of one or more one or subcommittees of to its authority delegate Committee may The as it deems the Company of executives senior to Committee members or and rules, regulations, with applicable laws, compliance to subject appropriate, Chief the Company’s to authority Committee has delegated The plan requirements. certain grant to Human Resources, Vice President, its Senior to and Executive Officer limits. certain to subject employees, eligible, non-executive to awards stock-based

Relations > Governance > > Governance Relations > Documents Governance Committee Charters > Investor www.3M.com Compensation Committee Charter Compensation The Compensation Committee The has adopted, and annually forth setting its charter reviews, its roles and responsibilities. The Board has also determined has also determined Board The that each Compensation qualifies Committee member Director” as a “Non-Employee the of 16b-3 Rule under of Act Securities Exchange that each member 1934, and qualifies as an “outside 162(m) Section under director” Code. Revenue the Internal of The Board of Directors Directors of Board The that all has determined Compensation Committee members are “independent” listing the NYSE under standards, including the to listing standards applicable compensation committee members. Meetings in 2019 5 Meetings Patricia A. Patricia Woertz Michael L. Eskew Eskew Michael L. 11/12/2019) (until Henkel (chair) Herbert L. Hood Amy Kent Muhtar M. Liddy Edward COMPENSATION COMMITTEE COMPENSATION Members CORPORATE GOVERNANCE AT 3M 40 * Committee Charters Governance Documents > Relations >Governance > www.3M.com >Investor Finance CommitteeCharter and responsibilities. its charter setting forthitsroles adopted, andannually reviews, The Finance Committeehas listing standards. “independent” under the NYSE Committee membersare determined that allFinance The Board of Directors has Meetings in20194 WoertzPatricia A. Dambisa F. Moyo Muhtar Kent (chair) Amy E.Hood (from 5/14/2019) PamelaCraig J. (until 5/14/2019) Sondra L.Barbour Members FINANCE COMMITTEE(until 11/12/2019)* November 12,2019. The responsibilitiesof the FinanceCommitteehave beenassumedby the Audit Committeeand the full Board since 3M Company

Roles andResponsibilities strategy, and financial riskmanagement. and related cash and financing plans, the Company’s financial conditionandcapital financial structure,includingitsoverall capitalstructure,sourcesandusesof funds The FinanceCommitteeassists the Board with itsoversight of the Company’s Introduction • • • • • • • • • • • • • achievement of financing objectives. Periodically reviews the Company’s funding andliquidity strategies for Company’s pensionandother postretirement benefit plans;and Periodically reviews the funding, asset performance, andstrategies for the Periodically reviews the Company’s insurancecoverage; mandate, andother governance matters related to derivatives trading; swaps, includingswaps exempt from anotherwise applicableclearingor trading Periodically reviews andapproves the Company’s decision to enter into derivative prices, andinterest rates; of hedgingprograms to manageriskrelated to foreign currencies,commodity related to cashinvestments, counterparty risks, anduseof derivatives aspart Reviews andevaluates risks associated with the Company’s policiesandactivities Periodically reviews the Company’s global treasury and tax planningactivities; excess of $75,000,000; Reviews andrecommends for approval by the Board capitalexpenditures in expenditure budget andrevisions to that budget; Reviews andrecommends for approval by the Board anannualcapital investor perspective; structure strategies andrelated metrics from acreditrating agency and Periodically reviews the Company’s capitalallocation andcapital which ispresented to the Board; debt or equity securitiesinconnection with amerger or acquisition transaction of the Company’s debt or equity securities,except in the caseof the issuanceof Reviews andrecommends for approval by the Board the registration andissuance limit for cumulative short-andlong-term borrowings; Reviews andrecommends for approval by the Board the Company’s authorization repurchase activities; for repurchaseof the Company’s stock andperiodically reviews Reviews andrecommends for approval by the Board the authorization such asstock splitsin the form of astock dividend; declaration of dividendsor other forms of distributionson the Company’s stock, Reviews andrecommends for approval by the Board the dividendpolicy and the CORPORATE GOVERNANCE AT 3M 41 2020 Proxy Statement 2020 Proxy Selects and recommends director candidates to the Board of Directors, in light Directors, of the Board to candidates director Selects and recommends submitted be to either the Board, Membership Criteria adopted by the Board of including the Board, on vacancies fill any to or Annual Meeting the election at for in accordance (submitted director for nominees shareholder any of consideration Bylaws); the Company’s with the concerning Directors of the Board to and makes recommendations Reviews embership M the Board and its committees, Board the of composition and size non- for and changes in compensation meetings, of frequency Criteria, directors; employee least annually, and at Guidelines Governance Corporate the Company’s Reviews approval; for the Board to changes proposed recommends any be applied in making to standards the Board to and recommends Develops constitute material that relationships types of the on determinations determining purposes of for and a director the Company between relationships independence; director and any the Company transaction between any ratifies or and approves Reviews the Securities the rules of be disclosed under to which is required person, related and Exchange Commission; an annual its approval for the Board to and recommends Develops and oversees and its committees the Board of process self-assessment the process; to succession plans relating the Chairman/CEO with periodically Reviews the to and makes recommendations officers, elected corporate positions held by these positions; occupy to individuals the selection of to with respect Board and (3Mgives) program contribution the corporate reviews Periodically the by funded which is the 3M Foundation, activities of the contribution and Company; important on positions and engagement the Company’s reviews Periodically its business, issues affecting governance and corporate public policy Action Committee, and 3M and its Political by including political contributions engagement. shareholder • • • • • • • • • Introduction Membership the Board establishes Committee and Governance Nominating The become Board to qualified individuals identifying by the Board Criteria, assists the facilitates governance, corporate of matters the Board to recommends members, and periodically and its committees, Board the of the performance of annual review succession plans. and management CEO reviews and Responsibilities Roles

> Investor www.3M.com > > Governance Relations > Documents Governance Committee Charters Nominating and Governance Governance and Nominating Committee Charter The Nominating and The Committee has Governance reviews, adopted, and annually forth its roles setting its charter and responsibilities. The Board of Directors has Directors of Board The that all Nominating determined Committee and Governance members are “independent” listing the NYSE under standards. Meetings in 2019 4 Meetings K. Brown “Tony” Thomas Dillon B. David Eskew Michael L. 11/12/2019) until (chair Herbert L. Henkel 11/12/2019) (until from (chair Kent Muhtar 11/12/2019) M. Liddy Edward Moyo F. Dambisa 11/12/2019) (from Page R. Gregory 11/12/2019) (until NOMINATING AND GOVERNANCE COMMITTEE AND GOVERNANCE NOMINATING Members CORPORATE GOVERNANCE AT 3M 42 recommending the amount or form of director compensation. Governance Committee hasany arrangement with any other compensation consultant who hasarole indetermining or Committee for evaluating NamedExecutiveOfficer compensation. Neither the Company nor the Nominating and market data on director compensation at the samepeer group of 17companies approved by the Compensation provided the Committee with expert adviceon the compensation of non-employee directors, inaddition to analyzing objectives of maintaining areasonableandappropriate program. For 2019,FredericW. Cook&Co., Inc.(“FWCook”) The Nominating andGovernance Committee works with anindependent compensation consultant to supportits • • • non-employee directors. Indeveloping itsrecommendations, the Committeeisguidedby the following goals: relation to other large U.S. companies andisresponsible for recommending to the Board changesincompensation for The Nominating andGovernance Committeeperiodically receivesreportson the status of Board compensation in Director compensation philosophy andelements Director compensation andstock ownership guidelines Committee Charters Governance Documents > Relations >Governance > www.3M.com >Investor Sustainability CommitteeCharter & Science, Technology and responsibilities. its charter setting forthitsroles adopted, andannually reviews, Sustainability Committeehas The Science, Technology & listing standards. “independent” under the NYSE Committee membersare Technology &Sustainability determined that allScience, The Board of Directors has Meetings in20190 WoertzPatricia A. Gregory R. Page (chair) Amy E.Hood Herbert L.Henkel PamelaCraig J. Members SCIENCE, TECHNOLOGY &SUSTAINABILITY COMMITTEE(from 11/12/2019) The structureof the compensation shouldbesimpleand transparent. long-term interests of shareholders;and A significant portionof the total compensation shouldbepaidin commonstock to aligndirectors’ interests with the Compensation should fairly pay directors for work requiredin acompany of 3M’s sizeandscope; 3M Company

Roles andResponsibilities sustainability andstewardship activities. scientific and technological aspectsof 3M’s businessesand the Company’s Committee isresponsible for providing the generaloversight of the significant ensuring that those products causenoharm to peopleor to our planet. The developing products to meet the ever-changing needsof our customers while “Committee”) of the 3MBoard of Directors is to oversee the twin demandsof The responsibility of the Science, Technology &Sustainability Committee(the Introduction • • • • • Annually reviews the Company’s Sustainability Report. global businesscontinuity and financial results;and geopolitical issues that may impact the Company’s overall businessstrategy, technology, disruptiveinnovations, sustainability,materials vulnerability, and Assists the Board inidentifying andanalyzingsignificant emerging scienceand compliance with allapplicablelaws andregulations; and product stewardship; andenvironmental, healthandsafety, including for Reviews the Company’s policiesandprograms onsustainability;environmental product platforms; and development activities,includingproduct lineextensions andnew Reviews management’s strategy andallocation of resources for research Company’s researchanddevelopment activities; Monitors andreviews the overall strategy, directionandeffectiveness of the CORPORATE GOVERNANCE AT 3M 43 2020 Proxy Statement 2020 Proxy The column below showing “All Other Compensation” includes the incremental cost of cost of the incremental includes Compensation” “All Other showing column below The — Compensation All Other the Company’s in participate to are eligible directors non-employee The gifts. and matching products complimentary a to up will match the 3M Foundation this program, Under terms as 3M employees. the same on gift program matching 1, 2020, January institutions and, effective eligible educational to the director by in contributions year $5,000 a of total eligible charitable organizations. to the director by in contributions year $1,000 a of total a to up For each director who receives all or a portion of the annual fees in deferred stock, the Company the Company stock, deferred fees in the annual a portion of all or who receives each director — For Stock Deferred fractional shares (including of the number to equal Units Stock Deferred of with a number account her credits his or the closing using fees, as determined with such purchased been have could otherwise that 3M common stock of shares) the earliest preceding immediately trading day the last for NYSE the on 3M common stock a share of for sales price cash each ordinary basis. For taken on a current if the director to been be paid could have otherwise such amount date an with accounts the directors’ also credits the Company stock, common the Company’s the shares of dividend paid on Units Stock additional Deferred of number The date. the dividend payment on Units Stock Deferred of additional number been have would otherwise that dividends the aggregate dividing by is calculated account each directors’ to credited the on account the director’s to credited Units Stock Deferred of number the aggregate the shares underlying paid on trading last the for the NYSE on 3M common stock a share of for closing sales price the by date dividend record relevant upon grant vested fully are Units Stock Deferred The date. the applicable dividend payment preceding immediately day each director’s to credited Units Stock Deferred of the number to adjustments Appropriate rights. voting have but do not than in dividends other of payments consolidations, dividends, mergers, stock splits, stock for will be made account the Deferred underlying 3M common stock shares of The 3M common stock. circumstances affecting cash, and similar leaves the director after year first the in January of the month will be distributed in a single lump sum during Units Stock year the the beginning of to distribution schedule prior elects an alternative director the non-employee unless the Board, 3M common the shares of distribution of receive to elect may directors Non-employee fees are earned. the which in first the in January of the month in a single lump sum during year a for Units Stock Deferred her underlying his or stock ten annual installments five, or three, in a series of or the Board leave they which in year the following year second or service. Board of termination their following year first the in January of first business day the beginning on In May 2019, the Nominating and Governance Committee considered a board compensation compensation a board Committee considered Governance and the Nominating 2019, — In May Annual Compensation the compensation no changes in the Committee recommended study, that reviewing After FW Cook. by prepared study $305,000. was directors non-employee for the 2019 annual compensation a result, As directors. non-employee for installments quarterly four in cash in is payable $135,000) (or compensation the annual of 44 percent Approximately equivalents in 3M common stock is payable $170,000) (or annual compensation the of 56 percent and approximately the addition, In retainer”). stock the “annual as to (referred Annual Meeting the after granted Units”) Stock (“Deferred $25,000, fee of receives an annual Committee Audit the of the chair $35,000, fee of an annual receives Lead Director and Science, and Governance, Nominating ended), was it Finance (before the Compensation, of the chairs and and committee chair Lead Director The $20,000. fee of each receive an annual Committees Sustainability & Technology Stock the Deferred receiving fees. In lieu of are no meeting There installments. quarterly four in cash in fees are payable the until basis, but such shares must be retained shares on a current receive 3M common to elect may a director Units, Deferred shares or receive 3M common to elect may director fees, a cash lieu of in Similarly, the Board. leaves director to cease they until annual compensation their part of all or defer to elect also may directors Non-employee Units. Stock the Board. be members of Our director program is comprised of a mix of cash and equity that is intended to approximate the peer-group median median peer-group the approximate to intended is that equity cash and mix of a of comprised is program director Our size and market-capitalization with 3M’s is consistent direct compensation total target overall directors’ mix. Our is rigorous retainer stock the annual on requirement hold-until-termination our its peers. In addition, to relative value entitled the section please see group, the peer on more information For peers. our of holding requirement the to relative includes compensation directors’ Non-employee Statement. this Proxy 62 of on page beginning group” peer “Executive elements: compensation following the CORPORATE GOVERNANCE AT 3M 44 • • • • • • followingprovisions:the design with application of this philosophy hasresultedinanon-employee director compensation program that reflects best-in-class with those of our shareholdersandstructurecompensation inasimpleand transparent manner. Webelieve that the of our sizeandcomplexity, makeasignificant portionof the total compensation equity based to aligndirectors’ interests As described above, our philosophy ondirector compensation is to pay directors fairly for work requiredinacompany Reasonableness of non-employee director compensation (3) (2) (1) ** * The total 2019compensation of our non-employee directors isshown in the following table: 2019 directorcompensation table

Thomas “Tony” K.Brown Edward M.Liddy* Amy E.Hood Herbert L.Henkel* Michael L.Eskew* David B.Dillon* Pamela J. Craig(elected to the Board, effective May 14,2019)** Sondra L.Barbour(retired from the Board, effective May 14,2019)** Non-Employee Directors Patricia A. Woertz Dambisa F.Moyo Muhtar Kent* Gregory R.Page*

$600,000 annualcompensation limitonall forms of compensation for non-employee directors. Our 2016Long-Term Incentive Plan,approved by shareholders at the 2016 Annual Meeting, includesa Flexible voluntary deferral provisions and nomaterial benefits or perquisites. shares attributable to deferrals. termination from Board service, which includesnet after-tax sharesattributable to current payments andpre-tax A requirement to retain the stock retainer portionof annualcompensation issuedonor after October 1,2007,until fixed-value formula andimmediate vesting helpsavoid director entrenchment. Equity deliveredin the form of current or deferred full-value shares, where annualgrants arebasedonacompetitive recognize the incremental additional time andeffort required. Additional retainers for special roles having greater responsibilities,suchasLeadDirector andcommitteechairs, to Retainer-only cashcompensation with no fees for attending meetings that areanexpected partof board service. Director compensation prorated according to effective date of electionor retirement. 2020, up to a total of $1,000a year incontributions by the director to eligiblecharitableorganizations. will match up to a total of $5,000a year incontributions by the director to eligibleeducational institutionsand,effective January 1, participate in the Company’s matching giftprogram on the same terms as3Memployees. Under this program, the 3MFoundation This columnincludes the incremental costof complimentary products andmatching gifts.Non-employee directors areeligible to Lead Director or CommitteeChair duringallor aportionof 2019. awards outstandingat year end. does not grant stock options to non-employee directors. Since allstock awards vest on the grant date, there arenounvested stock Accounting Standards Board Accounting Standards Codification Topic 718,Compensation —Stock Compensation. The Company This columnrepresents the grant date fair value of the stock awards madein2019,computedaccordance with Financial This columnrepresents the amount of all fees earnedor paidincash for servicesasadirector. 3M Company 3M Company 137,717 Earned or 135,000 135,000 135,000 135,000 135,000 155,000 155,000 160,000 187,283 Paid in 85,303 49,697 Cash Fees ($) (1)

170,000 170,000 170,000 170,000 170,000 170,000 170,000 170,000 170,000 170,000 170,000 Awards Stock ($) (2) — Compensation All Other ($) (3) 5,262 5,389 5,757 834 588 398 767 270 752 411

— — 305,000 305,834 260,565 325,588 308,115 305,767 310,389 335,757 305,411 325,752 , 3 5 7,5 5 3 49,697 Total ($) CORPORATE GOVERNANCE AT 3M 4545 2020 Proxy Statement 2020 Proxy 2020 Proxy Statement 2020 Proxy anagement” beginning on management” of wnership of this Proxy Statement. this Proxy page 92 of pledging policies Hedging and (i) purchasing any from officers executive the Company’s and directors trading policies prohibit stock Company’s The common the Company’s of value market the decrease in any offset hedge or to is designed that financial instrument in short funds; (ii) engaging collars and exchange swaps, equity contracts, forward variable including prepaid stock, and accounts; margin maintaining (iv) orders; (iii) placing standing common stock; the Company’s to sales related officers and executive directors transactions in 3M securities by All a loan. for as collateral pledging 3M securities (v) General Counsel. the Company’s with must be pre-cleared Stock ownership guidelines ownership Stock the annual of $170,000) at valued (currently portion retainer the stock retain each director that requires Board The accumulated regarding Information the Board. leaves the director until 1, 2007, October after issued on or compensation o “Security the section entitled in forth units is set stock and deferred stock Audit Committee matters

Audit Committee matters

PROPOSAL Ratification of the Appointment of Independent Registered Public Accounting Firm for 2020 • Ratify the appointment of PricewaterhouseCoopers LLP as 3M’s independent registered public 2 accounting firm for 2020. • Based on its assessment of the qualifications and performance of PricewaterhouseCoopers LLP (“PwC”), the Audit Committee believes that it is in the best interests of the Company and its shareholders to retain PwC.

The Audit Committee is directly responsible for the appointment, compensation (including approval of all fees), retention, and oversight of the Company’s independent registered public accounting firm (“Independent Accounting Firm”) retained to perform the audit of our financial statements and our internal control over financial reporting. The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) to serve as 3M’s Independent Accounting Firm for 2020. PwC has been 3M’s Independent Accounting Firm since 1998. Prior to that, 3M’s Independent Accounting Firm was Coopers & Lybrand from 1975 until its merger with Price Waterhouse in 1998. In accordance with SEC rules and PwC policy, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide service to our Company. For lead and concurring audit partners, the maximum number of consecutive years of service in that capacity is five years. The process for selection of the Company’s lead audit partner pursuant to this rotation policy involves a meeting between the Chair of the Audit Committee and the candidate for the role, as well as discussion by the full Committee and with management. The Audit Committee annually reviews PwC’s independence and performance in connection with the Audit Committee’s determination of whether to retain PwC or engage another firm as our Independent Accounting Firm. In the course of these reviews, the Audit Committee considers, among other things: • PwC’s historical and recent performance on the 3M audit, including input from those 3M employees with substantial contact with PwC throughout the year about PwC’s quality of service provided, and the independence, objectivity, and professional skepticism demonstrated throughout the engagement by PwC and its audit team; • an analysis of PwC’s known legal risks and significant proceedings; • external data relating to audit quality and performance, including recent Public Company Accounting Oversight Board (“PCAOB”) reports on PwC and its peer firms; • PwC’s independence; • the appropriateness of PwC’s fees, on both an absolute basis and as compared to its peer firms; • PwC’s tenure as our independent auditor and its familiarity with our global operations and businesses, accounting policies and practices and internal control over financial reporting; and • PwC’s capability and expertise in handling the breadth and complexity of our global operations, including the Company’s phased implementation of an enterprise resource planning system on a worldwide basis over the next several years. Based on this evaluation, the Audit Committee believes that PwC is independent and that it is in the best interests of the Company and our shareholders to retain PwC to serve as our Independent Accounting Firm for 2020. We are asking our shareholders to ratify the selection of PwC as our Independent Accounting Firm for 2020. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of PwC to our shareholders for ratification as a matter of good corporate governance. If the selection of PwC is not ratified, the Audit Committee will consider whether it is appropriate to select another Independent Accounting Firm. Even if the selection is ratified, the Audit Committee may in its discretion select a different Independent Accounting Firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders. 46 3M Company AUDIT COMMITTEE MATTERS 47 the ratification of the the ratification of ” 2020 Proxy Statement 2020 Proxy “FOR ratification unless a shareholder unless a shareholder ratification ” “FOR

The Audit Committee of the Board of Directors unanimously recommends a vote vote a recommends unanimously Directors of the Board Committee of Audit The indicates otherwise in voting the proxy. voting in otherwise indicates appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting public accounting registered independent the Company’s as LLP PricewaterhouseCoopers of appointment voted will be Directors of the Board solicited by Proxies 2020. for firm RECOMMENDATION OF THE AUDIT COMMITTEE AUDIT THE OF RECOMMENDATION David B. Dillon, Chair David Submitted by the Audit Committee Audit the by Submitted K. Brown “Tony” Thomas J. Craig Pamela Moyo F. Dambisa R. Page Gregory Audit Committee report Audit The Directors. of the Board of on behalf process financial reporting the Company’s oversees Committee Audit The annual and quarterly and accurate complete of the preparation (i) for is responsible the Company of management principles accepted accounting with generally in accordance (“financial statements”) financial statements consolidated principles and policies and internal financial reporting and accounting appropriate (ii) maintaining States, the United in and (iii) an assessment and regulations, and laws standards with accounting assure compliance to designed controls Firm is responsible Accounting Independent The financial reporting. over control internal of effectiveness the of Oversight Board Accounting Company the Public of the standards with planning and conducting in accordance for quarterly the Company’s of and a review financial statements annual consolidated the Company’s an audit of (“PCAOB”) financial over control and internal financial statements the Company’s opinions on and expressing financial statements audits. the integrated reporting based on Accounting Independent the and with management and held discussions Committee has met Audit the this context, In the Company’s of the assessment results and the Company’s of presentation and complete fair the Firm regarding policies applied accounting Committee has discussed significant Audit The financial reporting. over control internal to has represented Management treatments. well as alternative as financial statements, in its the Company by with were prepared in accordance financial statements consolidated the Company’s that Committee Audit the and discussed Committee has reviewed Audit the and States, the United accepted in principles generally accounting Audit The Firm. Accounting the Independent and with management financial statements audited the consolidated the to pursuant be discussed to required Firm matters Accounting the Independent with Committee has discussed Committees. Audit with the Securities and Exchange Commission and the PCAOB of applicable requirements the auditor’s Firm Accounting the Independent with and discussed Committee has reviewed Audit the In addition, the Committee has received Audit the review, that part of As management. and its the Company from independence the Independent regarding the PCAOB of applicable requirements required by the letters written disclosures and Committee has Audit the Committee concerning independence, and Audit the with communications Firm’s Accounting the Company. from independence Firm’s Accounting the Independent discussed to non-audit services of provision Firm’s Accounting the Independent whether has considered also Committee Audit The the Independent that Committee has concluded Audit The independence. the auditor’s with is compatible the Company and its management. the Company from Firm is independent Accounting Firm Accounting and Independent Department Audit Internal the Company’s with Committee has discussed Audit The Chief Auditor, the Internal with Committee meets Audit The respective audits. their for and plans scope of the overall and Firm in regular Accounting the Independent of the General Counsel, and representatives Compliance Officer, and controls, internal the Company’s of the evaluations examinations, their the results of discuss to sessions, executive and compliance programs. financial reporting Company’s the of quality the overall the Board to Committee has recommended Audit the above, to and discussions referred the reviews In reliance on Annual the Company’s be included in financial statements the audited that has approved, the Board and Directors, of the SEC. with filing for 31, 2019, ended December year the for 10-K Report on Form PwC representatives are expected to attend the Annual Meeting where they will be available to respond to appropriate appropriate to respond to be available will they where Meeting Annual the attend to are expected representatives PwC make a statement. to desire, they and, if questions AUDIT COMMITTEE MATTERS permissible services that donot fall into the three categories listed above. and accounting training, information security vendor assessments, licenses for accounting researchsoftware, andother documentation, andadviceon foreign anddomestic tax related matters. “AllOther” fees consistedof generalindustry “Tax” fees consistedprincipally of tax complianceservicesin foreign jurisdictions,assistance with transfer pricing the rollout of the ERP system, agreed-uponprocedures, employee benefit planaudits,andother attestation services. adoption of new accounting standards in future years, internal control andsystem auditprocedures for periodsprior to Commission. “Audit-related” fees consistedprincipally of carveoutauditprocedures, procedures related to the such asstatutory audits,comfort letters, consents, andreview of documents filed with the SecuritiesandExchange as work generally only the independent registered publicaccounting firm canreasonably beexpected to provide, In the above table, inaccordance with SECrules,“Audit” fees consistedof audit work andreview services,as well 48 fees billed for other servicesrenderedby PwCduring those periods. for the auditof the Company’s consolidated financial statements for the years endedDecember 31,2018and2019, The following table represents fees billed for professional servicesrenderedby PricewaterhouseCoopers LLP (“PwC”) Fees of the independentaccountingfirm rendered. services were All Audit, Audit-Related, Tax and All Other servicesdescribedbelow were approved by the Audit Committeebefore services of the Independent Accounting Firm. The Audit Committeemay not delegate to management the Audit Committee’s responsibility to pre-approve permitted Audit Committee for itsapproval at itsnext scheduledmeeting. immediate approval by e-mail from the other Audit Committeemembers,or reportany pre-approval decisions to the in certainlimitedcircumstancesbetween Audit Committeemeetings. The chair,inhisdiscretion, musteither seek The Audit Committee’s policy delegates to itsChair the authority to addressrequests for pre-approval of services provided inaccordance with their pre-approval and the fees for the servicesperformed to date. Independent Accounting Firmisrequired to reportperiodically to the Audit Committee regarding the extent of services policy alsorequiresspecificpre-approval of allpermittedservicesnot already includedin the annualpre-approval. The Audit, Audit-Related, Tax the pre-approval requirements for allpermittedservices. The policy provides for the pre-approval of specific types of Tax and All Other services that may beprovided and the non-auditservices that may not beperformed; andsets forth ensure that the Independent Accounting Firm’s independenceisnot impaired;describes the Audit, Audit-Related, The policy identifies the guidingprinciples that mustbeconsideredby the Audit Committeeinapproving services to provided by the Independent Accounting Firm. Audit Committeehasestablishedapolicy requiringitspre-approval of allauditandpermissiblenon-auditservices The Audit Committeeisresponsible for appointing andoverseeing the work of the Independent Accounting Firm. The non-audit servicesof the independentaccountingfirm Audit Committeepolicy onpre-approval of auditandpermissible AUDIT AND NON-AUDIT FEES ($ IN MILLIONS) All Other Fee: Total Tax Fee: Audit-Related Fee: Audit Fee: 3M Company andOther servicesandalimited fee estimate range for suchservicesonanannualbasis. The $ $ 20.8 18.6 2018 0.2 1.3 0.7 $ $ 18.8 20.9 2019 1.3 0.1 0.7 AUDIT COMMITTEE MATTERS 49 2020 Proxy Statement 2020 Proxy The Audit Committee has adopted restrictions on the hiring by the Company of any PwC partner, director, manager, PwC partner, director, any of the Company by the hiring on adopted restrictions Committee has Audit The audit providing for responsibility having persons other and any tax professional, actuary, reviewing reviewing staff, work all assurance includes Audit statements. financial the Company’s of certification PwC’s aspect of on any assurance accounts. statutory including audits of financial statements, opinion on an of the expression results in that ommittee restrictions on hiring employees of the independent independent the of employees on hiring restrictions Committee Audit firm accounting Executive compensation

Executive compensation

PROPOSAL Advisory Approval of Executive Compensation • Approve, on an advisory basis, the compensation of our Named Executive Officers. • Our executive compensation program appropriately aligns our executives’ compensation with 3 the performance of the Company and its business units as well as their individual performance.

Section 14A of the Securities Exchange Act provides our shareholders with the opportunity to approve, on an advisory basis, the compensation of our named executive officers as described in this Proxy Statement. This is the tenth year that the Company is asking shareholders to vote on this type of proposal, known as a “say-on-pay” proposal.

We believe that our executive compensation program is consistent with our core compensation principles and is structured to assure that those principles are implemented. At the Annual Meeting of Shareholders held on May 14, 2019, approximately 95 percent of the votes cast on this issue voted to approve the compensation of the Company’s named executive officers as disclosed in last year’s Proxy Statement. Although the vote was non-binding, the Compensation Committee believes this level of approval percentage indicates that our shareholders strongly support our core compensation principles and our executive compensation program.

Thus, the Company is submitting to shareholders the following resolution for their consideration and approval:

“RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (including in the Compensation Discussion and Analysis, the accompanying compensation tables and related narrative).”

We encourage you to read the entire Compensation Discussion and Analysis portion of this Proxy Statement to learn more about our executive compensation program and the impact that our financial performance has on the annual and long-term incentive compensation earned by our leadership team.

While the Board of Directors and the Compensation Committee intend to carefully consider the results of the voting on this proposal when making future decisions regarding executive compensation, the vote is not binding on the Company or the Board and is advisory in nature. The Company currently holds advisory votes on the compensation of named executive officers annually. Accordingly, the next such advisory vote is expected to occur at the 2021 Annual Meeting.

RECOMMENDATION OF THE BOARD

The Board of Directors unanimously recommends a vote “FOR” this proposal for the reasons discussed above. Proxies solicited by the Board of Directors will be voted “FOR” this proposal unless a shareholder indicates otherwise in voting the proxy.

50 3M Company EXECUTIVE COMPENSATION 51 51 71 57 65 -1.5% -6.9%* 22.9%* the Committee’s the Committee’s 106.0%* Operating Performance Operating Reflect Reflect 2020 Proxy Statement 2020 Proxy of the Company’s 2019 the Company’s of View Results as Adjusted to Better Better to Adjusted Results as impacted by weakness in certain end markets impacted by -1.5% -12.1% 17.5%* 117.5%* Results Determined in Results Determined Accordance with GAAP with Accordance GAAP (to the Extent Applicable) (to Analysis w of the Company’s 2019 operating performance. 2019 operating the Company’s of w (1) Title Former Executive Chairman of the Board of Executive Chairman Former Financial Officer and Chief Vice President Senior Group Business and Electronics Transportation Vice President, Executive Operations International Vice President, Executive Group Business Consumer President, Vice Executive Former Group and Industrial Business Safety Vice President, Executive Chief Executive Officer and Chief President the Board, Chairman of the Committee’s vie the Committee’s (4) (3) (2) executive officers identified below. Throughout this Compensation Discussion and Analysis and elsewhere in elsewhere and Analysis and Discussion Compensation this Throughout below. identified officers executive of this Proxy Statement. Proxy this terms” on page 64 of See Appendix A to this Proxy Statement for a reconciliation of earnings per share, operating margin performance, free cash flow flow free cash performance, margin share, operating earnings per of a reconciliation for Statement this Proxy to A Appendix See generally as reported under financial measures comparable directly the most for results our to conversion flow free cash and certain for capital. See “Adjustments on invested return of the calculation and States, the United principles in accepted accounting adjustments. to general approach the Committee’s concerning additional information for special items” on page 60 below Reflects the title of each Named Executive Officer as of March 1, 2020. as of each Named Executive Officer title of the Reflects Mr. Thulin retired from employment with the Company, effective June 1, 2019. June effective the Company, with employment from retired Thulin Mr. Ms. Bushman has announced her intention to retire and is expected to separate from employment with the Company, effective effective the Company, with employment from separate to and is expected retire to intention has announced her Ms. Bushman April 1, 2020. Dr. Delgado separated from employment with the Company on July 1, 2019. July on the Company with employment from Delgado separated Dr.

Nicholas C. Gangestad Nicholas C. K. Khandpur Ashish L. Bushman Julie Delgado Joaquin Michael G. Vale Organic Local Currency Sales Growth Sales Currency Local Organic Capital on Invested Return Earnings Per Share Growth Earnings Per Section II: How We Determine Compensation We Determine Section II: How and Governance Risk Address We in Which Ways Section IV: Conversion Free Cash Flow Section I: Executive Summary Name Roman Michael F. Inge G. Thulin Officers in 2019 Named Executive our We Paid Section III: How For the meaning of certain capitalized terms used throughout this Compensation Discussion and Analysis, see “Meaning Analysis, and Discussion this Compensation throughout terms used certain capitalized the meaning of For of certain * Selected 2019 financial performance and business highlights Selected 2019 financial performance , disciplined execution through achieved was financial performance 2019 3M’s Section I: Executive summary performance the Company’s reflects table below The adjustments. and channel inventory and electronics) (China, automotive with GAAP in accordance as determined both share awards, performance the Company’s underlying metrics the key against reflect better to and as adjusted (4) into is organized Analysis and Discussion this Compensation provided, the information of navigation enable quicker To distinct sections: four (1) (2) (3) this Proxy Statement, we refer to this group of individuals as the “Named Executive Officers.” “Named Executive the as individuals of this group to we refer Statement, this Proxy iscussion and Discussion Compensation 3M’s how explains program, compensation executive 3M’s describes Analysis and Discussion Compensation This the current for compensation the 2019 and reviews program, this and implements Committee oversees Compensation and former EXECUTIVE COMPENSATION 52 • • increase the Company’s long-term value. For 2019,highlightsof the program include: executive compensation by tying incentive compensation to the achievement of performance metrics that we believe 3M’s executive compensation program isdesigned to maintain astrong alignment between corporate performance and Factors creating alignmentbetween pay andperformance • • • • • • • • • • Noteworthy accomplishments from January 1,2019, following:include the through March1,2020 with the declinein the market value of our shares. compensation awards heldby our NamedExecutiveOfficers performance” beginningonpages53,66and70respectively. The stock, stock optionsandother long-term incentive delivery,”“2019annualincentive”incentive and“Performance compensationreal pay and share accrualsbasedon2019 on 2019performance were below targeted levels. For additionalinformation, see“Impactof company performance on annual incentive payments that our NamedExecutive Officersreceivedand their performance shareaccrualsbased Based on the Company’s financial performance andconsistent with our pay-for-performance philosophy, the 2019 price, efficient useof capital,and free cash flow conversion. performance-based metrics focused primarily onrevenue andearningsperformance, increasein3M’s common stock The incentive compensation opportunitiesprovided to the NamedExecutiveOfficersutilizemultiple for the other NamedExecutiveOfficers;and performance-based, varying from 90percent for Chief ExecutiveOfficer MichaelRoman to arangeof 72-86 percent A large portionof eachexecutive’s target Total Direct Compensation (cashpluslong-term incentives) is Recognized by FORTUNE Returned $4.7 billion to shareholders via dividendsandgross sharerepurchases;and Reported anall-time high free cash flow of $5.4 billion for 2019,up10percent over 2018; Over 100consecutive years of paying dividends to shareholdersand62consecutive years of annualincreases; product stewardship standards; help ensure that the Company isbuildingonitsstrong innovation capabilities while maintaining the Company’s high development, commercialization, sustainability,environmental stewardship, andother related activities, which will Established anew Board committee to provide oversight of the Company’s strategies related to researchand awarded to 3Minitscorporate history; by the United States Patent and Trademark Office, which brings to more than 121,000 the total number of patents Awarded a total of 3,616patents from patent offices around the world in 2019, including700patents granted to 3M delivery business; and advanced ballistics-protection business;andannounced the divestitureof substantially allof the drug Strengthened our portfolio going forward by completing the divestituresof our gasand flame detection business to offer comprehensiveadvanced andsurgical wound caresolutions; Completed the acquisitionof Acelity, Inc. to bolster our MedicalSolutionsbusinessandsupportour growth strategy organic growth; Completed the acquisitionof M*Modal to strengthenour HealthInformation Systems portfolio andcomplement to further align to customers andgo-to-market models for improved growth, operating agility,andaccountability; Realigned our organizational structureandstreamlinedour globaloperating modelaround four new businessgroups believes isarecognitionof our ability to create a foundation of trust with allof our stakeholders. 3M Company ® magazineasoneof the “World’s Most Admired Companies,” which 3Mmanagement throughout 2019alsodecreasedin value during the year EXECUTIVE COMPENSATION 53 verall o arget based target 62% ) and each metric ) and each metric 2020 Proxy Statement 2020 Proxy ncentive 2019 annual incentive vs. payout on the Company’s any (before performance individual for adjustment performance): ). As illustrated in the charts below, the above target payout of of payout target the above the charts below, in illustrated As ). ; and 2019 – 20 percent t; 2018 – 30 percent in an 80 percent which resulted plan, of 96 percent sales achieved currency Local weighting); for adjusting after target of percent (40 this metric for payout threshold the below was which plan, of 84 percent achieved 3M economic profit and this metric; based on a payment receive to required this for which resulted in a 72 percent payout its 2018 results, of 86 percent represented 2019 economic profit 3M’s weighting). for adjusting after target of (22 percent metric ; Earnings per Share Growth – Share Growth ; Earnings per Capital – 20 percent on Invested ; Return – 40 percent Growth Volume Organic (Relative – 20 percent Conversion ; and Free Cash Flow 20 percent on Invested Return Growth, Volume Organic 2017 Relative strong the Company’s by driven primarily was these awards on performance target below the Company’s by offset partially was which Share Growth, Capital, and Earnings per 2018 and 2019. for certain metrics When evaluating the payouts for these awards against the Company’s performance, it is important to keep in mind to it is important performance, Company’s the against these awards for the payouts evaluating When (2017 – 50 percen year each to weightings applied the Performance share award payouts and accruals (long-term incentive compensation) payouts share award Performance the Named Executive Officers to issued Awards Share the 2017 Performance for period performance three-year The dividend and excluding during 2017 – 2019 achieved financial results the Based on 31, 2019. ended on December performance target each for stock 3M common shares of received 1.189 the Named Executive Officers equivalents, 3M’s of value the market the change in considering After Awards. Share 2017 Performance their to share subject the dividend to the additional shares delivered pursuant period and performance three-year the over common stock 3M shares of number total the of value the Awards, Share the 2017 Performance as part of rights granted equivalent a share closing price of the using (determined these awards of Executive Officers in settlement the Named to delivered of number target the of value the of equaled 120 percent 31, 2019) December for the NYSE on stock 3M common of the on 3M common stock a share of the closing price of using (determined such awards to shares subject performance share awards). the 2017 performance for date the grant March 1, 2017, for NYSE • • • to were appropriate the Committee believed that certain adjustments reflect described above levels achievement The a for Statement this Proxy to A Appendix plan. See against its 2019 operating performance the Company’s reflect better financial measure as reported under comparable the most directly for results our to sales currency local of reconciliation 2018 and 2019 economic profit. of the calculation GAAP, and 2019 annual incentive compensation 2019 annual overall the Company’s basis of the Executive Officers paid on the Named For adjustment any (before payout compensation 2019 annual incentive the performance, reflect payouts The amount. target the of percent 62 was individual performance) for 2019, as for the goals established against performance our of view the Committee’s below. shown Impact of company performance on incentive compensation and real pay delivery real pay and compensation on incentive performance company of Impact with delivery pay real Executive Officers’ Named our align to is program compensation incentive our of objective One Named our for outcomes pay compensation impacted incentive directly performance Company’s The performance. follows: Officers as Executive EXECUTIVE COMPENSATION invested capital. results for the mostdirectly comparable financial measuresasreportedunder GAAP,and the calculation of return on reconciliation of earningsper share,operating margin performance, free cash flow and free cash flow conversion to our better reflect the Company’s performance during the performance period.See Appendix A to this Proxy Statement for a The attainment levels describedabove reflect certainadjustments that the Committeebelieved were appropriate to 54

SHARES ACCRUED PER TARGET 3M Company PERFORMANCE SHARE BASED ATTAINMENTS BY METRIC AND YEAR ON ATTAINMENTS The resultsshown above directly translated to • • (20% WEIGHTING) SHARE GROWTH EARNINGS PER 12.4% 0.200 awards forestablished these maximum level exceeded the 2017 performance this metric performance for2019 earned basedon shares were No 2017 2017 0.069 2018 2018 8.6%

-6.9% 2019 2019

- • • • (40% WEIGHTING) VOLUME GROWTH RELATIVE ORGANIC 0.360 awards forestablished these maximum level nearachieved the 2017 performance attainment minimum threshold achieved the 2018 performance this metric performance for2019 earned basedon shares were No 2017 2017 1.7% 0.024 2018 2018 -1.0% the 2017Performance Share Award payout accrualsshown below. -2.9% 2019 2019 -

• (20% WEIGHTING) INVESTED CAPITAL RETURN ON 25.2% 0.200 awards forestablished these the maximumlevel achieved at or near performance 2017 -2019 2017 2017 24.6% 0.120 2018 2018

22.9% 0.079 2019 2019

• • (20% WEIGHTING) FLOW CONVERSION FREE CASH 0.057 metric forestablished this maximum level achieved the 2019 performance this metric performance2018 for earned basedon shares were No 2017 2017 97% 2018 2018 93% -

0.080 106% 2019 2019

EXECUTIVE COMPENSATION 55 3M -4.3% 34.1% Median Executive ear period = year Peer Group Peer 2020 Proxy Statement 2020 Proxy The Company’s 2019 Company’s The will Performance have a more pronounced for impact on payouts the 2018 Performance and 2019 Awards Share Performance Share Awards, where the weighting 2019 performance of is 30 percent and 50 percent, respectively. 31.5% S&P 500 S&P 1-year period

TBD 2021 TBD 2020 3M 2.4% 2019 0.330 SHARE AWARDS SHARE 2019 PERFORMANCE 2019

15.2% Median Executive Peer Group Peer TBD 2020 = Three years ending 12/31/19; 1- Three period = year as the closing price for a share of the Company’s common stock on common stock the Company’s a share of for the closing price as 15.3% 2019 S&P 500 S&P 0.238 3-year period the year 2018 0.355 SHARE AWARDS SHARE 2018 PERFORMANCE PERFORMANCE 2018

erformance” beginning on share accruals based on 2019 performance” and “Performance wards” TSR = Share Price Appreciation + Dividend Yield (annualized) Yield + Dividend Appreciation = Share Price TSR 0.159 2019 3M 4.2% 2018 0.213 10.3% Median Executive 2017 0.817 Peer Group Peer SHARE AWARDS AWARDS SHARE 2017 PERFORMANCE PERFORMANCE 2017 (ACTUAL)

= Five years ending 12/31/19; 3- period = Five year

PERFORMANCE SHARE PERFORMANCE SHARES ACCRUED PER TARGET TARGET PER ACCRUED SHARES 11.7% S&P 500 S&P 5-year period One year ending 12/31/19 Source: Bloomberg. year One Note: 5- Note: ANNUALIZED TOTAL SHAREHOLDER RETURN PERFORMANCE TOTAL ANNUALIZED Total shareholder return shareholder Total the peer 500 and the S&P of performance the stock to relative performance stock 3M’s illustrate graphs below The DowDuPont formerly de Nemours, Inc., DuPont (excluding group peer executive the Company’s companies included in Inc. and Corteva, public companies during 2019 – Dow independent two of its spinoff to due excluded was which Inc., Statement. this Proxy beginning on page 61 of pay” “Competitive Inc.), as described under pages 68 and 70, respectively. compensation and long-term incentive Stock Named our realized by actually compensation of the amount impact on has a material stock 3M’s of performance The the Named Executive including executives, covered guidelines require ownership stock Executive Officers. Our the If salary. base their a specified multiple of exceeding value a having stock Company of amounts own to Officers, long- options and other stock Similarly, own. they the stock of value the so does declines, stock 3M’s price of market and with increases along value decrease in Named Executive Officers increase or our held by awards term incentive stock. common 3M’s of value the decreases in Executive Officers Named our held by awards compensation incentive long-term and other options stock stock, The during value 2019 decreased in throughout For additional information concerning the overall status of the performance share awards that were outstanding that share awards the performance of status the overall concerning additional information For of see “Status had on such awards, 2019 performance Company’s the that the impact 31, 2019, and December at share a outstanding performance the NYSE decreased from $190.54 on December 31, 2018, to $176.42 on December 31, 2019. on December $176.42 to 31, 2018, on December $190.54 from decreased the NYSE The Company’s 2019 performance will have a more pronounced impact on the payouts for the 2018 Performance Share 2018 Performance the for payouts the on impact pronounced a more will have performance 2019 Company’s The , and 50 percent percent is 30 2019 performance weighting of the where Awards, Share 2019 Performance and Awards target per accrued common stock 3M shares of of the number shows table below the this point, illustrate To respectively. atwere outstanding that share awards the performance for performance the Company’s based on share performance 31, 2019. December EXECUTIVE COMPENSATION 56 practices that donot promote the interests of our shareholders. Our compensation program isdesigned to provide appropriate performance incentives andavoid compensation Compensation policiesandpractices • • • executive compensation program. Since January 1,2019,3Mand the Committee took the noteworthy actionsdescribedbelow aspartof the Company’s Noteworthy compensation program actionssince January 1,2019 Engagement” onpage24of this Proxy Statement. For information concerningour investor outreachefforts, pleaserefer to the sectionentitled “Shareholder Outreachand from our shareholders, when making future executive compensation decisions. programs andpolicies. The Committee will consider the resultsof this year’s say-on-pay proposal, as well as feedback Committee believes this level of approval indicates that shareholdersstrongly supportour executive compensation our namedexecutive officers asdisclosedinlast year’s Proxy Statement. Although the vote was non-binding, the In 2019,approximately 95percent of the votes castonour say-on-pay proposal approved the compensation of 2019 say onpay We do Statement, respectively. payments uponaqualifying departures. For moreinformation concerning the new severance plan,see“New severance plan”and“Rights and intended to helpsupport talent recruitment andretention objectivesandprovide aconsistent approach to executive separation payments andbenefits uponaqualifyingtermination of employment. Among other things, the new planis Approved anew severance plan for certainU.S. executives (including the NamedExecutiveOfficers) to provide compliance with our stock ownership guidelines,effective December 31,2019. Recalculated the number of sharesrequired to bebeneficially owned by our executive officers inorder to maintain Executive Annual Incentive Plan), effective for Approved participation of allexecutive officers in the broad-based Annual Incentive Plan(as opposed to the

compensation with the market. compensationthe with Conduct competitive benchmarking to alignexecutive our executive officers. Maintain robust stock ownership guidelinesapplicable to all of common stock. Prohibit our executive officers from hedgingor pledging3M Limit the number andamount of executive perquisites. directlyCommittee. reporting to, the Use anindependent compensation consultant retained by, and reputational and financial riskas well asriskmanagement failures. and equity compensation andincludesprovisions addressing Have acomprehensiveclawback policy that covers both cash design of our incentive compensation programs. and mitigating significant economicandreputational risks in the Conduct anannualassessment for the purposeof identifying performance-based compensation. having amajority of Total Direct Compensation consistof performance and our executive officers’ compensation by Maintain astrong alignment between corporate 3M Company ermination undertermination the plan years beginningonor after severance plan”beginningonpages61and85of this Proxy x x x x x We donot x x x x x executive officers. control agreements with any of our Have employment or changein perquisites. Provide tax gross-ups onexecutive in control. our executive officers uponachange excise tax gross-up payments to any of vesting of equity compensation or automatic “single-trigger” accelerated Have agreements that would provide on unearnedequity awards. Pay dividendsor dividendequivalents split, spinoff, etc.) adjustments inconnection with astock for “anti-dilution” adjustments (such as approval of 3Mshareholders,except Reprice stock options without the January 1,2020 . EXECUTIVE COMPENSATION 57 2020 Proxy Statement 2020 Proxy Considers the Committee’s annual evaluation of our Chief Executive Officer’s and Executive Officer’s Chief our of evaluation annual the Committee’s Considers and performance; Executive Chairman’s Executive Chief our of the compensation regarding actions the Committee’s Considers such actions. ratifies deemed appropriate, and, if and Executive Chairman Officer Reviews the design of, and risks associated with, the Company’s compensation policies compensation the Company’s with, associated and risks the design of, Reviews and practices; and Executive Chairman Executive Officer Chief our of the compensation Approves and short- long-term performance-based for and goals metrics (including performance the members of the independent by ratification to subject compensation), term incentive Directors; of Board and Executive Officer Chief our for goals and objectives annual performance Approves Executive Chairman; Chief our of Chairman, conducts an annual evaluation the Committee’s through Acting evaluation such and reviews performance and Executive Chairman’s Executive Officer’s Directors; of the Board members of the independent with Named Executive Officers (including other our of the compensation Approves and short-term long-term performance-based for and goals metrics performance and compensation); incentive group. peer the executive of the composition to all changes Approves • • Primary Roles and Responsibilities Relating to Compensation Decisions Compensation to and Responsibilities Relating Roles Primary • • • • • • Total Direct Compensation should be competitive to attract the best talent to 3M, motivate executives to perform at their their at perform to executives 3M, motivate to talent the best attract to should be competitive Compensation Direct Total and outstanding performance, deliver to ability the Company’s improve that individual contributions reward highest levels, value; shareholder building long-term for necessary the leadership abilities and skills with those executives retain the with risk should increase at therefore, is, and is performance-based that Compensation Direct Total portion of The responsibility; an individual’s of level the against sustainable performance long-term, delivering outstanding for balance incentives should program The risk-taking; encourage inappropriate to potential to, with, and aligned should be consistent incentives earning performance-based for targets and metrics The term; and the long over value increasing shareholder as 3M common stock of value the to tied should be worth personal net each executive’s portion of significant A risk-taking. inappropriate the risk of and mitigate value shareholder build long-term to motivation further Independent Non- Members of employee Directors of the Board Responsible Party Responsible Party Compensation Committee of (Composed solely non- independent, and directors employee reports to the Board) Roles and responsibilities Roles our the principles of decisions reflect compensation that best ensures process a collaborative that believes Company The that participants the key and responsibilities of the roles of is a summary below forth Set program. compensation executive Named Executive Officers earned in 2019. our that the compensation to in making decisions relating were involved • • • • • the compensation reviews the Committee periodically this program, of the effectiveness and support monitor To the and approves workforce global the Company’s for cash compensation total annual setting for principles used receive such to eligible employees for values grant target incentive annual long-term determining for methodology companies and adjusts premier other those of to components compares its pay also periodically Company The awards. all levels at workforce qualified, diverse a highly and motivate retain, and attract, competitive stay to them as necessary its executives. for just not the organization, throughout The Company maintains global compensation principles that are intended to ensure that its compensation practices are fair fair practices are its compensation that ensure to are intended that principles compensation global maintains Company The vision the Company’s with principles align These employees. and non-executive executive both to as applied and reasonable and benefitswages competitive provide to and seek performance individual and enterprise-wide both balance and strategies, responsibilities, on roles, based employees to markets the most-relevant the median range of in positioning with consistent the performance to tied should be closely its executives of the compensation that 3M also believes skills, and performance. thiswith shareholders. Consistent 3M long-term of the interests with are aligned interests their that so the Company, of program: compensation executive the Company’s for framework a core principles provide following the philosophy, Section II: How we determine executive compensation executive we determine How II: Section Principles EXECUTIVE COMPENSATION 58 ** * Abbreviations: AIP = Annual incentive pay; PSAs =Performance shareawards. the Company. performance share awards andstock options for 2019,andhow these elements relate to the strategic businessgoalsof Executive Officers(excluding our former ExecutiveChairman) was apportionedamongbasesalary,annualincentives, The illustration below and the discussion that follows show how the target Total Direct Compensation of the Named Elements of target 2019 total directcompensation * CEO* Company employees) Resources, andother Vice President, Human (Assisted by our Senior Officer Chief Executive Co., Inc.) (Frederic W. Cook& Committee* Compensation Consultant to the Independent Responsible Party 18 percent; stock options—29percent; performance shares— 35 percent; andperformance-based pay —82percent. Mr. Thulin, the average apportionment for the other NamedExecutiveOfficers would beas follows: base salary —18percent; AIP — Amounts shown reflect the average apportionment for allNamedExecutiveOfficersother than Mr. Roman and Mr. Thulin. Including Numbers donot add to 100percent due to rounding. services performed by Mr. Paulin andhis firm didnot raiseany noteworthy conflicts of interest. relevant regulations of the SecuritiesandExchangeCommission the NYSE listingstandards. The Committeeconcluded that the employees. During the year, the Committeeconsideredanevaluation of the independenceof Mr. Paulin andhis firm basedon the non-employee directors so that valuation methodologies andpeer groups areconsistent with those used for executives andother the exception of independent advisory support to the Nominating andGovernance Committeeon the compensation of 3M’s the support that itprovided to the Committee,FWCookprovided noother services to the Company or 3Mmanagement, with During 2019, the Committee was assistedby itsindependent compensation consultant, George B. Paulin of FWCook.Other than 3M Company Options Stock 38

% 90% Performance- Based Pay • • • • • • • • • • Primary Roles andResponsibilitiesRelating to Compensation Decisions final assessment of their performance. Named ExecutiveOfficers(other than himself andour ExecutiveChairman) basedon the ofcompensation respect to the the Committee with recommendations to the Makes than himself andour ExecutiveChairman) andpresents the results to the Committee;and Conducts anannualperformance evaluation for eachof the NamedExecutiveOfficers(other (other than himself andour ExecutiveChairman); Approves annualperformance goalsandobjectives for the NamedExecutiveOfficers executive sessions. Regularly attends andactively participates inmeetings of the Committee,including (including our Chief ExecutiveOfficer andExecutiveChairman); and Makes recommendations regarding the compensation of the NamedExecutiveOfficers practices relating to executive compensation andcompetitive pay levels; Provides expert knowledge of regulatory developments, marketplace trends andbest the compensation peer groups; Provides adviceandrecommendations to the Committeeregarding the compositionof by management of the Company; Reviews andprovides anindependent assessment of materials provided to the Committee associated with the Company’s incentive compensation programs; Reviews andprovides anassessment of the material economicandreputational risks Company’s executive compensation program; Provides the Committee with adviceregarding the designof allelements of the Base Salary PSAs 38 10 15 AIP % % % OTHER NEOs(AVERAGE)** Options Stock 32 % Performance- 81% Based Pay Base Salary PSAs 32 19 17 AIP % % % EXECUTIVE COMPENSATION 59 2020 Proxy Statement 2020 Proxy 50% Local Currency Sales (of 3M or a business unit, as a business unit, as 3M or (of Sales Currency 50% Local vs. Plan applicable) a business unit, as 3M or (of 20% Economic Profit vs. Plan applicable) Year Prior vs. 3M of 30% Economic Profit Performance Metrics and Weighting: Metrics Performance • • • CEO – 10% CEO – 19% NEOs Other CEO – 15% CEO – 17% NEOs Other ANNUAL INCENTIVE ANNUAL BASE SALARY BASE Percentage of Target 2019 Total Direct Compensation: Direct Total 2019 Target Percentage of Percentage of Target 2019 Total Direct Compensation: Total 2019 Target of Percentage is reviewed this base salary of amount The basis. in cash on a monthly salary a base its executives of each 3M pays compensate to designed Base salaries are the Company. of the performance with vary and does not least annually at is that compensation their of component the only responsibilities, and it is normal day-to-day their for the executives in nature. variable than fixed rather be to considered In determining the amount of annual incentive compensation paid to a Named Executive Officer, the Named Executive a Named Executive Officer, to paid compensation annual incentive of the amount In determining assisted Roman, Mr. that evaluation the annual performance is considered based upon individual performance Officer’s each Named for completed employees, Company Human Resources, and other Vice President, Senior 3M’s by the Compensation that evaluation the annual performance and Thulin) and Mr. than himself (other Executive Officer performance These Thulin. and Mr. Roman Mr. each of for completed its Chairman) through Committee (acting which involve processes, and management assessment performance overall 3M’s to are done according evaluations the individual’s assessing then each individual and for goals and objectives financial and non-financial annual setting compensation the annual incentive While year. the end of the these goals and objectives at against performance overall earned compensation the annual incentive AIP, the under is determined generally employees eligible 3M earned by the Named the Committee (including all of is decided by whose compensation executives the senior during 2019 by Annual the 2007 shareholders at 3M’s by the Executive Plan approved under determined was Executive Officers) the utilized Company The this Executive Plan during 2019. in participated executives 20 senior of total A Meeting. the designate to taken was time action the at that, compensation performance-based provide to Executive Plan in 2019 that tax laws state the $1 million annual deduction limit of from be exempt to intended was 2019, for plan participants Given 2017. Act of Jobs Cuts and Tax the to prior Code, as in effect Revenue the Internal of Section 162(m) to are similar the annual deduction to exception compensation the performance-based eliminated have that states of the number senior the Company’s include to the Committee decided 2017, Act of Jobs Cuts and Tax the of the enactment limit since beginning in 2020. AIP the broad-based in executives The actual amount paid to an eligible employee for a particular year may range from 0 percent to 200 percent of the of 200 percent to 0 percent from range may year a particular for an eligible employee to paid actual amount The and its business units compared the Company of the performance year, depending on that for amount target employee’s paid compensation annual incentive of amount The Committee. the Compensation by goals approved the performance to the employee’s based on entirely eliminated or reduced 30 percent), to be increased (up also may an eligible employee to for results, (financial quantitative both account takes into Individual performance year. that during individual performance total the may however, In no event, factors. example) for and economic circumstances, (market and qualitative example) year. the for amount target the employee’s of 200 percent exceed an eligible employee to paid amount 3M’s AIP offers eligible employees an opportunity to earn short-term incentive compensation based on three based on compensation incentive earn short-term to an opportunity eligible employees offers AIP 3M’s Corporate our for targets All 2019 performance above. 2019 as indicated for weighted were which metrics, performance 2018 results. above or at were set plan AIP 3M provides its executives with annual incentive compensation through plans that are intended to align a significant align a significant to are intended that plans through compensation with annual incentive its executives 3M provides and its business units. the Company of financial performance the with Cash Compensation Total their portion of Cash Total target her his or as part of compensation annual incentive of amount target is assigned a Each executive 3M and of the performance paid depends on actually compensation annual incentive of the amount but Compensation, individual performance. as each executive’s well business units as its relevant EXECUTIVE COMPENSATION and retention, promotions, or other purposes. Our NamedExecutiveOfficersalsomay receivespecialequity awards onanadhocbasisasnew hiresor for recognition Executive Officersusing the performance evaluations describedunder “AnnualIncentive” onpage59 to our NamedExecutiveOfficers, the Compensation Committeeconsiders the individualperformance of our Named In determining the performance-adjusted target grant value of the stock options andperformance sharesprovided on 3Mcommonstock inorder to effectively motivate suchexecutives to buildlong-term shareholder value. Company anditssubsidiaries. The Company provides itsexecutives with this long-term incentive compensation based restricted stock units,stock appreciation rights,performance shares,andother stock awards to employees of the shareholders. This isa typical omnibus-type plan that authorizes the Committee to grant stock options,restrictedstock, 3M provides long-term incentive compensation to itsexecutives through anincentive planapproved by the Company’s 60 substantial portionof the incremental costsincurredby the Company (on-site exercise facilities, for example). benefits andperquisites(physical exams andcertain tickets to events, for example) or the executives pay allor a executives. Insomecases, there isnoincremental cost to the Company associated with providing these additional that the benefits andperquisitesoffered generally aresimilar to those of our peersandassistinattracting andretaining Officers andother employees alsomay receiveCompany tickets for sportingor other events. The Company believes or personalhealth(on-site exercise facilities andphysical exams, for example) of the executives. Our NamedExecutive additional lifeinsurancecoverage, for example), personalsecurity (homesecurity equipment/monitoring, for example) attending to 3Mbusiness, for example), financial security (nonqualified deferred compensation plansandpremiums for additional benefits andperquisites that areprovided for the convenience (financial planningassistanceandmeals when and 401(k)benefit plansavailable to mostof the Company’s U.S. employees. They alsoareeligible to receivecertain The Company’s NamedExecutiveOfficersparticipate in the samehealthcare,disability,lifeinsurance,pension, Benefits andperquisites the AIP and the outstandingperformance shareawards. See Appendix A to this Proxy Statement for additionaldetails concerning the adjustments made to certainmetrics under These adjustments canhave either results of operations appearingin the Company’s annual/quarterly report to shareholders for the applicableperiod). settlements, andother specialitemsdescribedinmanagement’s discussionandanalysis of financial conditionsand sales in which net gainsor lossesexceed certain thresholds, unusual tax transactions, litigation or claimjudgments and (e.g., changesin tax laws or accounting principles,asset write-downs, the impactof restructurings,divestituresor asset that itbelieves areunrelated to the operational performance of the Company for the relevant measurement period year that the acquisitioniscompleted. The Committeealsomakesother adjustments from time to time for specialitems awards for any givenperiod, the costs,salesandimpactonassets andliabilities from acquisitionsareexcluded in the In determining the level of achievement of the performance goalsestablishedunder the AIP and the performance share Adjustments for certainspecialitems Percentage of Target 2019 Total DirectCompensation: have receivedhad heor shebeenparticipating in the broad-based AIP (including the individualperformance multiplier). a covered executive (other than our Chief ExecutiveOfficer) anything other than the sameamount suchexecutive would it deemsrelevant. Since the ExecutivePlan was first adoptedin2007, the Committeehasrarely used this discretion to pay Committee utilizes this discretion to pay eachcovered executive less than this maximumamount basedonsuch factors as by eachcovered executive for a year (a percentage of the Company’s Adjusted Net Income for such year) and then the executives. The ExecutivePlanestablishesamaximumamount of annualincentive compensation that may beearned to determine the amount of annualincentive compensation paid to 3M’s NamedExecutiveOfficersanditsother senior Assuming the Company meets the Adjusted Net Incomegoal, the ExecutivePlanprovides the Committee with discretion LONG-TERM INCENTIVES Other NEOs –32%Stock Options CEO –38%Stock Options 3M Company 32% Performance Shares 38% Performance Shares apositiveor negative impactonaward payouts. • • • Performance Metrics andWeighting: • 20% FreeCashFlow Conversion 20% Return onInvested Capital 40% Relative Organic Volume Growth 20% Earningsper ShareGrowth . EXECUTIVE COMPENSATION 61 . the Company’s the Company’s 2020 Proxy Statement 2020 Proxy everance plan” beginning on page 85 severance ermination under the termination under and his execution of a release of all claims against the Company and its the Company all claims against of a release of without cause and his execution Competitive pay Competitive Compensation Direct Total we are providing that ensure to In order in a global market. talent executive for We compete its independent the help of with process benchmarking a rigorous conducts the Committee annually is competitive, that two for data pay considers available the Committee generally this process, FW Cook. During consultant, compensation group. peer and a survey group peer an executive groups: peer Separation pay Separation which he received $1,750,000 upon Delgado under with Dr. an agreement into we entered In 2019, of his employment his employment of separation Delgado remained eligible Dr. agreements, the applicable plans and award of terms the with In accordance affiliates. vest to and continues actual performance 2019 based upon 3M’s for payment annual incentive receive a prorated to were prorated shares his 2019 performance that except shares, options and performance in his outstanding stock and non-solicitation, non-competition, existing to Delgado remains subject Dr. worked. year the the portion of based on obligations. confidentiality In the first half of 2019, the Committee’s independent compensation consultant, FW Cook, conducted an analysis of of FW Cook, conducted an analysis consultant, compensation independent the Committee’s 2019, of first half the In of completion Following group. peer the executive companies in at executives to and perquisites offered the benefits for arrangements severance formal of maintenance that Committee the Compensation FW Cook informed work, its the results members. Based upon group peer a common practice among executive was executives their all of some or plan in severance executive a new implementing the Committee consider that recommended FW Cook its analysis, of around there are uncertainties when times at objectives (especially and retention recruitment talent support to order departures. With FW Cook’s executive to approach a consistent provide to and force) restructurings and reductions in plan and severance formal a with adoption of and cons associated the pros then discussed the Committee assistance, provide would plan formal a that the benefits including nine months, the next the course of issues over related other the and be covered, would that scenarios termination various the eligible employees, scope of the the Company, the that the Committee recommended the issues, considering After be offered. would that and benefits compensation employees certain U.S. to and benefits pay separation provide to Plan 3M Executive Severance adopt a new Board the Upon employment. of termination a qualifying of the event in the Named Executive Officers) (including each of the 3M approved unanimously Directors of the Board members of the independent recommendation, Committee’s the benefits concerning details Additional 3, 2020. on February which became effective Plan, Executive Severance under found can be be made available will which benefits the circumstances under the plan and under made available upon a qualifying and payments “Rights New severance plan severance New The incremental cost to the Company of providing these additional benefits to the Named Executive Officers is reflected Executive Officers is reflected the Named to benefits these additional providing of the Company to cost incremental The and perquisites. benefits these additional of on any are provided tax gross-ups No Table. Compensation All Other the in The Company also operates aircraft that are used by our senior officers and other employees to conduct company conduct company to employees and other officers senior our are used by that aircraft operates also Company The the use to Executive Officer Chief requires our Directors of the Board reasons, personal security business. For guests other spouse and Executive Officer’s Chief business and personal. Our both travel, all air for aircraft Company’s flights. him on accompany also may These additional benefits and perquisites generally are provided on a consistent basis only to a limited group of our most most our of group a limited to only basis on a consistent are provided generally and perquisites benefits additional These equipment personal security although enhanced Officers), the Named Executive all of (including employees U.S. senior coverage additional life insurance type of the and Officer Executive Chief our to only is provided and monitoring first appointed Individuals position. an executive to appointed first was the employee the date on based varies provided is provided that insurance coverage additional life 31, 2003, receive August before on or position an executive to Chief our 1, 2003, including September after on or appointed first Individuals policy. life insurance a universal through life insurance coverage. term group Executive Officer, receive EXECUTIVE COMPENSATION 62 average), andannualrevenues andcompete with 3M for talent or capital. criteria basedonsimilarity of their businessandpay models,market capitalization (basedonaneight-quarter rolling regularly by the samemarket analysts who monitor the performance of 3M(investment peers), and/or (2) they met Committee. The companiesin this executive peer group were selectedbecause(1) their performance was monitored previous year), asrecommendedby the Committee’s independent compensation consultant andapproved by the For 2019, the executive peer group consistedof the companiesidentified below (which remained the sameasin the Executive peer group executive peer group from Aon and FW Cook. The Company receivespay data andinformation on the executive compensation practicesat the companiesin3M’s Committee determined that nochanges were neededat that time. the executive peer group to determine whether any changesareappropriate. Following itsreview in August 2019, the The Committee, with assistance from itsindependent compensation consultant, periodically reviews the compositionof International, Inc. Deere &Company 3M Company Caterpillar Inc. The Procter &GambleCompany United Technologies Medtronic plc International plc & Johnson Johnson General ElectricCompany Latest Four QuartersRevenues (Dollars inmillions) Emerson ElectricCo. Kimberly-Clark Corporation Eaton Corporation plc Illinois Tool Works Inc. Danaher Corporation Corning Incorporated TE Connectivity Ltd. Median 75th Percentile 25th Percentile Mean 3M PercentileRank does not includeinformation for suchentity. on the revenues andmarket capitalization of DuPont deNemours,Inc.(formerly DowDuPont Inc.), the table above Given the significant impact that the spinoffs of two independent publiccompanies(Dow Inc.andCorteva, Inc.)had quarters disclosedasof February 28,2020. Market Capitalizations arestatedinmillionsasof February 28,2020. All datashown was obtained fromStandard &Poor’s CapitalIQ. Revenues arestatedinmillions for the latestfour 3M Company $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 32,136 53,800 38,966 38,880 ,49 7,74 5 18,260 13,269 69,594 21,390 18,450 82,059 11,503 31,062 24,080 95,214 17 18,376 36,709 14,109 , 6 4 7,0 7 7, 2 ,9 571 11 55 % 3M Company General ElectricCompany Honeywell International, Inc. Medtronic plc United Technologies Corporation United Technologies Danaher Corporation Caterpillar Inc. The Procter &GambleCompany & Johnson Johnson Average Market Capitalization Trailing Eight-Quarter Deere &Company Kimberly-Clark Corporation Emerson ElectricCo. Illinois Tool Works Inc. Eaton Corporation plc TE Connectivity Ltd. Johnson Controls International plc Corning Incorporated Median 75th Percentile Mean 3M PercentileRank 25th Percentile

$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 106,606 116,945 132,027 111,458 109,629 258,771 , 3 9 7,9 5 3 42,392 23,820 43,137 50,140 35,127 64,047 40,576 96,313 49,275 29,847 91,106 31,431 , 3 5 7,9 7 91,417 72 % EXECUTIVE COMPENSATION 63 2020 Proxy Statement 2020 Proxy ommittee establishes target compensation levels using competitive pay data pay using competitive levels compensation target Committee establishes Section 162(m) of the Internal Revenue Code disallows a tax deduction to public companies for compensation paid per paid per compensation for public companies to tax deduction a Code disallows Revenue the Internal Section 162(m) of there historically (although the Company of officers executive former and certain current to $1 million of in excess year set certain requirements if compensation performance-based for this $1 million annual limitation to an exception was former and financial officer chief a company’s for and were met regulations the applicable in Section 162(m) and forth Named Executive Officers and certain our to year paid per compensation that we expect a result, As officers). executive limitedto be deductible, subject will not $1 million generally of in excess officers executive former and current other the beyond factors well as other as and regulations tax laws and changes in applicable of Interpretations exceptions. paid compensation that there can be no assurance and compensation, of deductibility the Committee can affect of control (includingtax implications the years considered Committee has in prior The tax deductible. will be officers executive our to to the right decisions but reserves when making compensation Section 162(m)) under deductibility lack of the potential make changes or to the right Committee also reserves The factors. decisions based on other future compensation make result in may that amendments including changes or and arrangements, programs compensation existing to amendments do so. to and its shareholders the Company of the best interests it is in the Committee believes tax deductions, if the loss of Tax considerations Tax The Committee periodically reviews a report comparing the amounts of compensation actually received by the Company’s the Company’s by received actually compensation of the amounts a report comparing reviews Committee periodically The compensationthe and summarizing statement reported in its annual proxy the amounts to Named Executive Officers circumstances.various under employment their of termination the of the event in such individuals to be owed would that the Named Executive to obligations potential the Company’s understand better the Committee this report helps Reviewing the Named of any the risk of assess the Committee better also helps It employment. their of termination the following Officers incentives. retention sufficient providing is not the Company because prematurely the Company Executive Officers leaving Tally sheets Tally The Committee also uses information on the executive compensation practices at companies in the executive peer peer the executive companies in practices at compensation the executive on also uses information Committee The the Company Overall, program. compensation executive the Company’s to design changes when considering group between alignment better create to the Committee enables Groups the Peer from information this use of that believes leaders. executive high-performing and retain can attract 3M that help ensure to and and performance pay executive The Committee considers the pay data from the Peer Groups as a reference point when establishing the target Total Total target the when establishing point as a reference Groups the Peer from data the pay Committee considers The executives our to be provided to compensation incentive long-term of value target the initial and Cash Compensation the Committee’s each Named Executive Officer, individual circumstances. For of consideration before year given in any provided compensation items of the corresponding for the median near very or at such amounts set to is general approach there is that the Committee believes where In situations group. peer the executive in executives situated similarly to and position a similar for amount the median with starts the Committee positions, more one or for data market insufficient the “median” as it uses that a number at arrive to percent) than 15 more not (generally down up or amount that adjusts each executive for the Committee established by Cash Compensation Total target of final amounts The position. that for the applicable median. of 80 and 120 percent between are set generally based on individual circumstances, but vary may the breadth and complexity consider the Committee may individual executive, any for amounts target the setting When leadership behaviors her his or for the executive to the scores assigned duties and responsibilities, executive’s the of the business of performance financial and operational the leadership), operational mindset, strategic focus, customer (e.g., equity, individual pay position, internal current their time in and is responsible, experience executive the which for activities peer the survey for data pay The be appropriate. to the Committee determines as factors and such other performance, position each executive for the benchmarking results of the reasonableness assess to the Committee is used by group are being met. objectives compensation the Company’s that ensure to benchmarked, helping How the How Survey peer group peer Survey and number the Although group. peer the survey in companies 250 comparator were approximately there 2019, For in companies included the each of survey, to survey from and year to year from varies the companies of identity also group peer the survey in the companies All of $10 billion. exceeding annual revenue had group peer the survey Cook, and FW (Aon, firms three consulting from obtained surveys compensation executive more one or in participate the sizes of the different recognize to regressed statistically is group peer the survey for data Pay Watson). Towers Willis the review Committee does not The 3M. the size of to as compared (based on annual revenues) companies comparator group. peer the survey in the companies of identity EXECUTIVE COMPENSATION 64 Total Direct Compensation Total CashCompensation Return on Invested Capital Growth Organic VolumeRelative Peer Groups Sales Growth Organic Local Currency Local Currency Sales GAAP Free CashFlow Conversion Executive Plan Growth Earnings per Share(EPS) Economic Profit Committee AIP Adjusted Net Income specified below. Except asotherwise noted, capitalized terms usedin this Compensation Discussion and Analysis have the meaning Meaningof certain terms 3M Company

fair value asmeasuredunder accounting standards). their annuallong-term incentive compensation awards (which isbasedon their grant date means the total of anindividual’s Total CashCompensation plus the compensation value of means the total of anindividual’s basesalary andannual incentive compensation. invested capital(equity plusdebt, asreported initsConsolidated BalanceSheet). the impactof acquisitions in the year eachacquisitioniscompleted, dividedby the average plus interest incomeandminus taxes, adjusted to exclude certainspecialitemsand means the operating incomeof 3M(as reportedinitsConsolidated Statement of Income), divestiture, the salesattributable to suchacquiredor divestedbusinessor products. currency effects and,during the 12-month period following the date of eachacquisitionor by Global Insight.For this purpose,3M’s net salesareadjusted to neutralizepriceand the sameperiod,asreflected in the Worldwide Industrial Production Index published year exceeds the percentage increaseor decreasein reported initsConsolidated Statement of Income) for a year ascompared to the previous means the amount by which the percentage increase or decreasein3M’s net sales(as the “Competitive pay” sectionof this Compensation Discussion and Analysis. means both 3M’s executive peer group and the survey peer group, eachasdescribedin exclude currency effects. the 12-month period following the date eachacquisitionor divestitureiscompleted and to each case,adjusted to neutralize the salesattributable to acquisitions or divestitures for Statement of Income) for a year increaseor decreaseas compared to the previous year, in means the percentage amount by which 3M’s net sales(as reportedinitsConsolidated or divestitureisincludedin the operating plan for the businessunit). divestitures in the year eachacquisitionor divestitureiscompleted (unless suchacquisition a businessunit,inlocalcurrency, adjusted to exclude the impact of acquisitionsor means the net salesof 3M(as reportedinitsConsolidated Statement of Income) or means generally acceptedaccounting principlesin the United States. income, asadjusted to exclude certainspecialitems. means the sumof 3M’s operating cash flows minuscapitalexpenditures, dividedby net other executives. annual incentive compensation to the NamedExecutiveOfficersas well ascertain means the Executive Annual Incentive Planby which the Company provides special items. a year ascompared to the previous year, ineachcase,asadjusted to exclude certain to 3Mcommonshareholders(as reportedinitsConsolidated Statement of Income) for means the percentage increaseor decreasein3M’s dilutedearningsper shareattributable business unitascapital. measured versus planiscalculated usingonly accounts receivable andinventories of such plus debt, asreported initsConsolidated BalanceSheet), while the EconomicProfit metric 3M’s prior year resultsiscalculated using total Company average invested capital(equity used to generate suchoperating income. The EconomicProfit metric measured versus the operating plan for the businessunit), lessacharge (10 percent in2019) for the capital acquisition or divestitureiscompleted (unless suchacquisitionor divestitureisincludedin exclude certainspecialitemsand the impactof acquisitionsor divestituresin the year each business unitoperating income,plusinterest incomeandminus taxes, adjusted to plus after-tax interest expense, asreportedinitsConsolidated Statement of Income) or a means the adjustednet incomeof 3M(net incomeincludingnon-controlling interest means the Compensation Committeeof the Board of Directors of 3MCompany. incentive compensation to approximately 35,000eligibleemployees. means the broad-based Annual Incentive Planby which the Company provides annual adjusted to exclude specialitems. means the net incomeof 3MasreportedinitsConsolidated Statement of Income,as w orldwide realsalesgrowth over EXECUTIVE COMPENSATION 65 5% 4% 8% 3% 11% % % Increase Increase ($) ($) 7/1/19 4/1/19 Effective 1,307,000 1,380,000 Effective 1,740,211 Total Cash Total 1,182,168 3,380,000 Target New Total Cash Total Target New Compensation Compensation 2020 Proxy Statement 2020 Proxy ($) ($) Target Target Previous 1,182,168 1,314,899 Previous Previous Total Cash Total 1,136,700 1,682,989 3,120,000 Total Cash Total Compensation Compensation 5% 4% 3% 8% 11% % % Increase Increase

($) New ($) 7/1/19 New 745,890 706,434 870,105 Effective 4/1/19 638,962 Base Salary Effective Base Salary 1,299,948

($) 710,703 ($) 638,962 Previous Base Salary 614,386 841,495 Previous Base Salary 1,199,952 Michael F. Roman Michael F. Nicholas C. Gangestad Nicholas C. K. Khandpur Ashish Ashish K. Khandpur Ashish Name Name Michael G. Vale In March 2019, the Committee approved the adjustments in base salaries and target Total Cash Compensation shown shown Cash Compensation Total target in base salaries and the adjustments approved the Committee In March 2019, and Electronics Transportation Vice President, Executive to appointment Khandpur’s with Mr. in connection below The Group. and Industrial Business Safety Vice President, Executive to appointment and Mr. Vale’s Group, Business the breadth with each executive of Cash Compensation Total target the align better to were intended adjustments four to five from Company the of the realignment after roles expanded their accompanying responsibilities of business groups. As a result of these increases, Mr. Roman’s target Total Cash Compensation represented 90 percent of the median value value the median of 90 percent represented Cash Compensation Total target Roman’s these increases, Mr. a result of As and group, peer the executive companies in at officers executive chief to provided corresponding compensation the of and 94 percent, 102 percent represented Khandpur and Mr. Gangestad Mr. of Cash Compensation Total target the responsibilities with similar executives to provided the corresponding compensation of value median the respectively, of group. peer the executive companies in at In February 2019, the Committee approved (and, in the case of Mr. Roman, the independent members of the Board the Board members of the independent Roman, Mr. the case of in (and, the Committee approved 2019, In February the Named Executive for below shown Cash Compensation Total target the base salaries and in the increases ratified) Mr. Thulin’s, to were made No changes evaluations. annual performance their of completion following Officers adjustments The time. that at Cash Compensation Total target or base salary Mr. Vale’s or Delgado’s Dr. Ms. Bushman’s, median. the market to closer his compensation progress to intended were primarily compensation Roman’s Mr. to The Committee considers changes in the base salaries and target Total Cash Compensation of the Named Executive the Named Executive of Cash Compensation Total target base salaries and the changes in considers Committee The is that compensation of a level to executives senior progress to its normal process part of As annually. least Officers at and the base salaries to considers adjustments the Committee also periodically responsibilities, their with commensurate All adjustments median. the market below is set pay of whose rate executives senior of Cash Compensation Total target with executives for the Committee to available data compensation most recent the considering after are made only cash compensation total target the place in individual’s each Groups, the Peer companies in at responsibilities similar job performance. the individual’s position, and her his or for range Section III: How we paid our named executive officers in 2019 officers executive named our we paid How III: Section cash compensation total target and 2019 base salary these Named Executive Officers represented of Cash Compensation Total target the these increases, a result of As to provided the corresponding compensation of value the median , respectively, of and 95 percent 90 percent group. peer the executive companies in responsibilities at with similar executives EXECUTIVE COMPENSATION performance multiplier). executive would have receivedhadheor shebeenparticipating in the broad-based AIP (including the individual independent membersof the Board of Directors ratified) apayment to eachexecutive equal to the amount such and consistent with itspastpractice, the Committeeapproved (and with respect to Mr. Roman andMr. Thulin, the based onsuch factors as it deemsrelevant, including the goalsset forth under the AIP. At itsmeeting inFebruary 2020 subject to the Committee’s negative discretion to pay eachcovered executive any amount less than this maximum Executive Officer equal to amaximumof one-quarter of onepercent of such Adjusted Net Income($13million), for 2019, the planauthorized the Committee to approve payments of annualincentive compensation to eachNamed Since the Company satisfied the ExecutivePlan’s performance objectiveby earning Adjusted Net Incomeof $5.3 billion 66 * applicable, the respectivebusinessunits to which the NamedExecutiveOfficers were assigned for allor partof the year: The amounts payable under the AIP for 2019 were basedon the following performance results for the Company and,as she beenparticipating in the AIP (including the individualperformance multiplier). than our Chief ExecutiveOfficer) anything other than the sameamount suchexecutive would have receivedhadheor AIP determined inaccordance with the terms of the AIP. While noneof the NamedExecutiveOfficers the AIP for the purposeof measuring businessperformance during2019andconverting that performance into apayout Executive Officers was assigned to anappropriate business unit(the entire Company, insomecases) establishedunder equal to the differencebetween hisor her target Total CashCompensation andannualbasesalary. Eachof the Named compensation under the ExecutivePlan.EachNamedOfficer’s target annualincentive for the year was During 2019, the Committeeprovided the NamedExecutiveOfficers with the opportunity to earnshort-term incentive 2019 annualincentive Michael G. ValeMichael Joaquin Delgado Julie L.Bushman Ashish K. Khandpur Electronics Business Group Transportation and Nicholas C. Gangestad Business Unit (Dollar Amounts inMillions) Consumer Business Group Health CareBusiness Group Business Group Safety andIndustrial International Operations Inge G. ThulinInge Total Company Michael F. Roman Name have beenprorated to reflect their separation from the Company, effective asof June 1,2019,and July 1,2019,respectively. increases (if any) in eachindividual’s target annualincentive compensation. The amounts shown for Mr. Thulin andDr. Delgado These amounts areprorated to reflect the increasesin Total Cash Compensation describedabove that resultedincorresponding during2019, the Committeerarely usesitsdiscretion under the ExecutivePlan to pay the covered executives (other 3M Company 33,402 12,653 20,293 10,351 5,189 Plan , 0 0 7,1 Local Currency Sales (50%) 19,468 32,114 11,910 Actual 6,927 5,512 9,754 Actual Plan vs. 96% 96% 94% 94% 99% 98%

2,063 5,693 2,166 1,481 3,751 Plan 750 Economic Profit (20%) Actual 3,208 4,808 1,573 1,421 1,791 721 Actual Plan vs. 96% 96% 86% 84% 83% 76%

3,752 3,752 3,752 3,752 3,752 3,752 Prior Year Target 2019 2,040,051 Incentive* Total 3MEconomic Profit vs. PriorProfitvs. Year Annual 862,953 294,066 620,548 680,538 581,003 626,632

($) Actual 3,229 3,229 3,229 3,229 3,229 3,229 (30%) Actual 2019 were covered by the 1,256,671 Incentive Prior Year 396,967 382,259 325,583 531,579 256,137 Annual , 1 8 7,6 0 5 Actual ($) vs.

86% 86% 86% 86% 86% 86%

Weighted Based On Payout % of Target Average Payout Payout Curve as a% 56% 63% 87% 62% 62% 62% 75% 57% 57% 87% 62% 85% 75%

EXECUTIVE COMPENSATION 67 ($) 4,687,000 2,330,720 Adjusted 1,165,360 3,496,080 3,640,000 2,268,290 10,000,000 Target Grant Target Value of 2019 of Value Performance- Annual Awards ($) 2020 Proxy Statement 2020 Proxy Adjusted 2,913,400 4,673,500 2,268,290 2,268,290 2,268,290 4,720,000* 9,000,000* Target Grant Target Value of 2018 of Value Performance- Annual Awards in connection with the changes in Mr. Roman’s and Mr. Thulin’s roles roles Thulin’s and Mr. Roman’s the changes in Mr. with in 2018 in connection made grants special of value grant target the Excludes Thulin’s and Mr. Roman’s Mr. of value grant target the performance-adjusted had been included, values such and responsibilities. If and $9,750,000, respectively. been $7,220,000 have would 2018 annual awards an exercise price equal to the closing price of a share of 3M common stock on the NYSE for the date of grant; of the date for the NYSE on 3M common stock a share of the closing price of to price equal an exercise vesting schedule; and three-year a ratable years. 10 term of a maximum Nicholas C. Gangestad Nicholas C. K. Khandpur Ashish L. Bushman Julie Delgado Joaquin Michael G. Vale Name Roman Michael F. Inge G. Thulin • • • share awards 2019 performance Named 3M’s to stock 3M common actual shares of the issuance of will result in in 2019 shares awarded Performance number The years 2019, 2020, and 2021. the goals over financial certain achieves the Company Executive Officers if the Company’s to share is linked each 2019 performance for will be issued that 3M common stock shares of of Volume Organic weighting), Relative (20 percent Growth Share Earnings per the criteria of as measured by performance Conversion weighting), and Free Cash Flow Capital (20 percent Invested on weighting), Return percent (40 Growth plan operating with 3M’s are aligned they were selected because criteria performance These weighting). (20 percent drivers are important they that the Committee believes shareholders, and to financial objectives communicated the and for criteria is measured separately performance independent four these of Attainment value. shareholder long-term of 2019 — 50 percent; follows: weighted as year with each period, measurement three-year the during year each calendar is measured performance the Company’s which by targets the However, and 2021 — 20 percent. 2020 — 30 percent; period. performance three-year the change over do not tock options 2019 stock have compensation incentive long-term their in 2019 as part of the Named Executive Officers to options granted Stock features: the following Consistent with market practices at companies in the Peer Groups, during 2019, the Committee chose to deliver deliver to the Committee chose during 2019, Groups, the Peer companies in practices at with market Consistent awards compensation incentive the annual long-term of value grant target the performance-adjusted of one-half the remaining options and stock of form the in Thulin) than Mr. Named Executive Officers (other 3M’s to provided form the in 33 percent were delivered approximately awards Thulin’s shares. Mr. performance of form the in one-half such of one half of forfeiture the anticipated shares given performance of form the in and 67 percent options stock of agreements. the original grant terms of the to pursuant retirement shares upon his anticipated performance * Long-term incentives — 2019 annual grants annual — 2019 incentives Long-term Groups the Peer in companies from available data compensation incentive long-term recent the most considering After anticipated Thulin’s 2018 and Mr. during performance individual their of its evaluation account into taking and after members the independent Thulin, and Mr. Roman Mr. the case of in (and approved the Committee in 2019, retirement the Named for values compensation target performance-adjusted following the ratified) Directors of the Board of also shows table below the comparison, of ease For awards. compensation incentive 2019 long-term Executive Officers’ incentive 2018 long-term Officers’ the Named Executive of values compensation target the performance-adjusted awards. compensation EXECUTIVE COMPENSATION 68 building sustainablelong-term results. structure reducesmotivation to maximizeperformance inany oneperiodby providing the highest-level rewards only by during the measurement period, with each year weighted asshown below inparenthesis. The Committee believes this below. Performance against the goalsestablished for eachaward aremeasuredseparately for eachcalendar year performance goals for 2018performance shareawards relate to the years 2018,2019,and2020,soon,asshown the performance goals for 2019performance shareawards relate to the years 2019,2020,and2021.Similarly, the The Company’s annualaward cycle and three-year performance periodsresultinanoverlap of awards. For example, Long-term incentives—alloutstandingperformance share awards number of shares of 3Mcommonstock earned will bedetermined by linear interpolation. performance asmeasuredby any of these performance criteria falls between any of the percentages listedbelow, the pursuant to dividendequivalent rightsgranted with respect to the shares earned.In the event that the Company’s earned asaresultof the Company’s achievement of eachof the four financial goals,plus the number of sharesissued performance shareawarded, with the total number of sharesactually deliveredbeing the sumof the number of shares approved the following targets for determining the number of sharesof 3Mcommonstock to bedelivered for each For awards tied to the achievement of performance goalsover the years 2019,2020,and2021, the Committee does not remainemployed by the Company throughout the three-year performance period. Company during the performance period.However, anexecutive may forfeit allor aportionof suchsharesif heor she 0 percent to 200percent of the target number of performance sharesawarded, dependingon the performance of the will bedeliveredat the endof the three-year performance periodendingonDecember 31,2021,may beanywhere from Excluding sharesissuedpursuant to dividendequivalent rights, the actualnumber of sharesof 3Mcommonstock that the different performance shareawards heldby the NamedExecutive Officersasof December 31,2019. share award throughout the duration of itsapplicablemeasurement period. The table below summarizes the status of The Committeeperiodically reviews the Company’s performance against the goalsestablished for eachperformance Status of outstandingperformance shareawards future performance. with the disclosureof these formulas, and you arecautionednot to rely on these formulas asapredictionof 3M’s awards describedabove. 3Misnot providing any guidance,nor updating any prior guidance,of its future performance a method for determining the number of sharesof 3M commonstock to bedelivered for the performance share the future. The solepurposeof these formulas, which were approved by the CommitteeinFebruary 2019,is to establish The above targets arenot apredictionof how 3M will perform during the years 2019 through 2021or any other periodin 2019 PSA 2018 PSA 2017 PSA Award 8.0% 4.0%below higher 12.0% or 4.0% Growth 3M Company EPS Performance Shares % of 40% 20% 0% 4%

higher 2.0% or 0.5% -1.0% -1.0%below Relative Organic Growth Volume Performance Shares % of 40% 80% 0% 8% Year 1(50%)

2017 higher 25.0% or 22.0% 20.0% 20.0% below Return on Invested Capital Year 1(50%) Year 2(30%) 2018 Performance Shares % of 40% 20% 0% 4%

Year 3(20%) Year 1(50%) Year 2(30%) higher 105.0% or 95.0% 100.0% below 95.0%below 2019 Conversion FCF

Year 3(20%) Year 2(30%) Performance 2020 Shares % of 40% 20% 0% 4%

Year 3(20%) Performance Total %of Shares 2021 200% 100% 20% 0%

EXECUTIVE COMPENSATION 69 on Actual Share Based 0.115 (2018) 0.115 0.118 (2019) 0.118 0.079 (2019) 0.024 (2018) 0.130 (2019) 0.130 0.120 (2019) 0.120 0.120 (2018) 0.120 0.057 (2017) 0.080 (2019) 0.069 (2018) 0.360 (2017) 0.360 0.000 (2019) 0.000 (2018) 0.000 (2019) 0.000 (2018) 0.040 (2018) 0.000 (2019) 0.000 (2019) 0.000 (2019) 0.000 (2019) 0.200 (2018) 0.200 0.200 (2017) 0.200 0.200 (2017) 0.200 0.200 (2019) 0.200 1.189 shares 1.189 0.330 shares 0.330 0.593 shares 0.593 Shares Accrued Performance*** per Performanceper ** , Level Actual 2020 Proxy Statement 2020 Proxy 1.7% (2017) 1.7% 8.6% (2018) 8.6% 8.6% (2018) 8.6% -1.0% (2018) -1.0% -1.0% (2018) -1.0% -2.9% (2019) -2.9% -2.9% (2019) -2.9% -2.9% (2019) -2.9% -6.9% (2019) -6.9% -6.9% (2019) -6.9% -6.9% (2019) -6.9% Performance 97.3% (2017) 97.3% Achieved* 24.6% (2018) 24.6% 24.6% (2018) 24.6% 22.9% (2019) 22.9% (2017) 25.2% 12.4% (2017) 12.4% 22.9% (2019) 22.9% 22.9% (2019) 22.9% 92.8% (2018) 92.8% 92.8% (2018) 92.8% 106.0% (2019) 106.0% (2019) 106.0% (2019) 80% 80% 80% 40% 40% 40% 40% 40% 40% 40% 40% 40% Maximum 20% 20% 20% 20% 20% 20% 20% 20% 20% 40% 40% 40% Target 4% 4% 4% 8% 4% 4% 4% 8% 4% 4% 4% 8% Performance per Share at Specified Share at Performance Levels Performance Accrued Shares % of Threshold 2017 PSA Total (as of December (as 2019) PSA2017 Total 31, 2018 PSA Total (as of December (as 2018 2019) PSA Total 31, 2019 PSA Total (as of December (as 2019 2019) PSA Total 31, 2.0% 2.0% 2.0% 25.0% 23.0% 23.0% 12.0% 12.0% 12.0% 105.0% 105.0% 105.0% Maximum 0.5% 0.5% 0.5% 8.0% 8.0% 8.0% 100% 20.0% 20.0% 22.0% Target 100.0% 100.0% Performance Levels Performance 4.0% 4.0% 4.0% -1.0% -1.0% -1.0% 18.0% 18.0% 20.0% 95.0% 95.0% 95.0% Threshold Earnings per Earnings per Share Growth Organic Relative Growth Volume Free Cash Flow Conversion Return on Return Capital Invested Free Cash Flow Free Cash Flow Conversion Earnings per Earnings per Share Growth Organic Relative Growth Volume Return on Return Capital Invested Earnings per Earnings per Share Growth Organic Relative Growth Volume Free Cash Flow Conversion Performance Measures and Weighting Return on Return Capital Invested The reported level of performance achieved for Relative Organic Volume Growth has been determined, in part, using Worldwide IPI using Worldwide in part, has been determined, Growth Volume Organic Relative for achieved performance of reported level The based vary may achieved level final performance The 15, 2020. January Global Insights on period, as reported by each relevant for period. the relevant for IPI on changes in reported Worldwide equal figure is set share the baseline earnings per year, fiscal given any for Growth Share Earnings per calculating purposes of For year. the preceding for attainment Share Growth the Earnings per calculate to figure used share final adjusted earnings per the to for difficult will make it more necessarily year fiscal in one adjustments to share attributable per increase in earnings a result, any As year. following the in target Share Growth its Earnings per achieve to the Company share award a performance to share subject each performance to with respect accrued 3M common stock shares of of number The the specified goals established special items, against certain for as adjusted performance, the Company’s based on is determined event the and measure. In year performance the applicable for weighting the account taking into measure each performance for of the number levels, performance two any falls between measure given performance any for performance the Company’s that details for Statement this Proxy to A Appendix See interpolation. linear by accrued is determined 3M common stock shares of share awards. the outstanding performance and AIP the under certain metrics to made the adjustments concerning 2017 PSA 2017-2019 Measurement Period 2018 PSA 2018-2020 Measurement Period 2019-2021 2019-2021 Measurement Period 2019 PSA Award and Award Measurement Period * ** *** EXECUTIVE COMPENSATION * performance during2019. for the outstandingperformance shareawards heldby eachNamedExecutiveOfficer basedon the Company’s The table below shows the number of sharesof 3Mcommonstock that were accrued(excluding dividendequivalents) Performance shareaccrualsbasedon2019performance 70 *** ** Name Michael F. Roman Inge G. ThulinInge Nicholas C. Gangestad Ashish K.Khandpur Julie L.Bushman Joaquin Delgado Michael G. ValeMichael may not equal the resultobtained by multiplying the may vary in the event of changesinWorldwide IPI reportedby GlobalInsights.Due to rounding, the numbers shown in this column Worldwide IPI for the 2019calendar year, asreportedby GlobalInsightson January 15,2020. The final number of sharesaccrued The amounts in this columnreflect the number of sharesaccrued(excluding dividendequivalents) basedon,amongother things, subject to Mr. Thulin’s 2019performance shareaward was 15,061. share award was reducedbasedonhis June 1,2019,retirement. Prior to this reduction, the target number of performance shares In accordance with the terms of the award, the target number of performance sharessubject to Mr. Thulin’s 2019performance number of sharesaccrued(before rounding andexcluding dividendequivalents) basedon the Company’s 2019performance. Represents the closingpriceof ashareof 3Mcommonstock on the NYSE for December 31,2019($176.42), multiplied by the total with GAAP. earnings per share figures used to calculate the amounts shown above to the earningsper share figures determined inaccordance Performance ShareBasedon2019Performance. See Appendix A to this Proxy Statement for areconciliation of the adjusted 3M Company 2019 PSA 2017 PSA 2018 PSA 2019 PSA Performance 2017 PSA 2018 PSA 2019 PSA 2017 PSA 2018 PSA 2019 PSA 2017 PSA 2019 PSA 2018 PSA 2017 PSA 2018 PSA 2018 PSA 2017 PSA 2017 PSA 2019 PSA 2018 PSA 2019 PSA Share Award Target Number of Performance Sharesby the Shares Accrued Per Performance Number of Shares 7,531*** Target 16,804 16,596 31,603 24,098 10,101 4,903 1,405 4,903 4,903 6,467 5,467 4,867 6,297 3,689 9,686 6,138 8,425 8,772 5,617 5,974

Target Performance Shares Accrued Per Shares Accrued 2019 Performance Share Basedon 0.330 0.238 0.330 0.330 0.330 0.238 0.238 0.330 0.238 0.330 0.330 0.238 0.238 0.238 0.159 0.159 0.159 0.159 0.159 0.159 0.159 Based on2019 Performance Total Shares Accrued 1,804 3,948 2,403 1,853 2,485 2,895 1,537 1,026 1,498 3,997 1,166 1,166 1,166 2,780 5,013 , 2 5 7,9 Total Total Total Total Total Total Total 948 463 586 772 974 * Shares Accrued Market Valueof Based on2019 Performance 1,205,722 2,280,411 , , 2 4 7,9 2 2,0 1,402,952 Target 454,576 695,677 438,386 490,433 136,264 884,455 423,900 799,475 264,273 205,655 205,655 205,655 326,956 696,427 103,387 318,223 , 3 9 7,4 2 7 181,032 271,128 510,694 705,101 171,799 ($) , 2 8 7,1 6 1 81,739 **

EXECUTIVE COMPENSATION 71 100% 2020 Proxy Statement 2020 Proxy Percentage of Named Executive Named of Percentage Officers in compliance stock the Company’s with of guidelines as ownership 31, 2019: December In compliance In compliance In compliance In compliance In compliance Compliance Status as of December 31, 2019* December as of . 3x 3x 3x 3x 6x Multiple of Multiple of Measurement Date Base Salary Required Base Salary . Delgado) and their compliance status as of December 31, 2019. As former employees, Mr. Thulin and and Thulin Mr. employees, former As 31, 2019. December as of compliance status their and . Delgado) Dr In accordance with the terms of the stock ownership guidelines, the number of shares required to be beneficially owned by each by owned be beneficially to shares required of the number guidelines, ownership the stock terms of the with In accordance the 31, 2019, using December as of recalculated most recently was compliance maintain to in order Named Executive Officer each such Named Executive Officer Although 31, 2019. December for the NYSE on 3M common stock a share of closing price of required as a result of additional shares any of ownership acquire beneficial to 31, 2022, December has until Roman) than Mr. (other the with comply to 31, 2019, shares on December of number a sufficient owned each such individual beneficially the recalculation, required. levels ownership new the resulting increase in his required level and Executive Officer Chief the position of to appointment Roman’s Mr. a result of As times his annual base six of a multiple to salary times his annual base three a multiple of from 1, 2018, July effective ownership, of the shares required as a result of additional any of ownership acquire beneficial to 30, 2023, June has until Roman salary, Mr. comply to 31, 2019, shares on December of number a sufficient owned beneficially Mr. Roman 31, 2019, recalculation. December required. level ownership the new with Name Roman Michael F. Nicholas C. Gangestad Nicholas C. Ashish K. Khandpur Ashish L. Bushman Julie Michael G. Vale Each covered executive is expected to attain beneficial ownership of the number of shares of 3M stock determined determined 3M stock shares of of the number of ownership beneficial attain to is expected executive Each covered a position the guidelines or by a position covered to initial appointment her his or years of five within the guidelines by whose executive each covered that guidelines also provide The multiple level. another to one multiple level from change the recalculation from years three will have a periodic recalculation increases as a result of ownership of required level longer) position change, if latest or initial appointment their of the date period since five-year the the balance of (or date a covered if However, the recalculation. additional shares required as a result of any of ownership acquire beneficial to time period, the applicable within ownership of the required level meet to progress making adequate is not executive 3M shares after-tax the of number sell a sufficient hold and not to will be required she he or that the guidelines provide level. the required ownership satisfy to track be on to shares performance of payout the next received upon The stock ownership guidelines provide that the number of shares required to be beneficially owned by each covered each covered by owned be beneficially to shares required of the number that guidelines provide ownership stock The a to initial appointment her his or time of the at annual base salary using such executive’s will be calculated executive the and multiple level, another to one multiple level from a position change time of the Section 16 position and again at to required shares of the number that also provide guidelines The time. that at 3M common stock of value market fair and annual base salary her years using his or three every will be recalculated each executive by owned be beneficially the next the guidelines, terms of the to Pursuant date. the recalculation at stock 3M common of value market fair the 30, 2022. on December occur to is scheduled date periodic recalculation * ** Dr. Delgado are no longer subject to the Company’s stock ownership guidelines. ownership stock the Company’s to subject Delgado are no longer Dr. Stock ownership guidelines ownership Stock are and the Company of all Section 16 officers to apply that guidelines ownership stock robust maintains Company The those of with financial interests her align his or and more closely stake in 3M equity an executive’s increase to designed than (other each Named Executive Officer for guideline ownership the stock shows table below The shareholders. 3M’s and Thulin Mr. Section IV: Ways in which we address risk and governance we address risk and which in Ways Section IV: For additional information concerning the manner in which the compensation of the Named Executive Officers Executive Officers the Named of the compensation which in the manner concerning information additional For Compensation this see Section II of and its advisors, Committee Compensation the of the role and is determined beginning on page 57 Analysis and Discussion Although shares of 3M common stock are accrued annually for each outstanding performance share award, an share award, performance outstanding each for annually are accrued stock common 3M of shares Although does not she he or if award her his or to pursuant issuable shares otherwise the a portion of all or forfeit may executive period. performance three-year the entire throughout the Company by remain employed EXECUTIVE COMPENSATION 72 are segregated. global guidelines, where oversight of plan terms, administration, andoperation isstronger andgovernance roles mitigate againstexcessive or inappropriate risk taking. Inaddition,our employee sales plans aredesignedunder Company’s strong ethics anditscorporate compliancesystems, which areoverseen by the Audit Committee, further performance to buildlong-term shareholder value, while taking only necessary andprudent risks. In this regard, the “clawback” policy all work together to provide our employees andexecutives with incentives to deliver outstanding performance focus, balanceof revenue versus profit focused performance measures,stock ownership guidelines,and The Company believes that our overall cash versus equity pay mix,balance of shorter-term versus longer-term opportunities andrisk. and practices to identify whether those components, either aloneor incombination, properly balancedcompensation risk as well. Basedon this assessment, the Company evaluated the primary components of itscompensation plans whether the design,oversight, and controls inplacehave potential to create not only financial risk,butreputational generally was consistent with that conductedinrecent years, includingheightenedattention onplandesign,and with particular emphasisonincentive compensation plans or programs. The scopeof the fiscal 2019riskassessment assessment, the Company completed aninventory of itsexecutive andnon-executive compensation programs globally, policies andpracticesisreasonably likely to have amaterial adverseeffect on the Company. Inconnection with this Following completion of arecent compensation riskassessment, the Company concluded that noneof itscompensation Assessment of riskrelated to compensation programs purpose of implementing the requirements of the Dodd-Frank Act. compensation andintends to further amend this policy, if necessary, to comply with any final regulations issued for the The Board of Directors continues to monitor regulatory developments relating to recoupment of incentive-based the NamedExecutiveOfficers. noncompliant with Federalsecuritieslaws. This policy applies to allsenior executives of the Company, includingallof following the issuanceby the Company of a financial report that, due to the misconductof the executive, ismaterially reimbursement of any profits the executive realizeson the saleof Company securitiesduring the 12-month period cause, significant financial or reputational harm to the Company. The policy alsoauthorizes the Company to require manner andasreasonably expected, risks material to the Company, which cause,or mightreasonably beexpected to or reputational harm to the Company, or (3) the executive fails to identify, escalate, monitor or manage,ina timely executive commits an actof misconduct that causes,or mightreasonably beexpected to cause,significant financial of its financial statements, whether or not the resultof misconductby the executive or any other individual,(2) the certain cashandequity compensation provided to anexecutive if (1) 3Misrequired to makeamaterial restatement The Company’s Board of Directors hasadoptedapolicy under which itisauthorized to requirereimbursement of Clawback policy must bepre-cleared with the Company’s GeneralCounsel. (5) pledging3Msecuritiesascollateral for aloan. All transactions in3Msecuritiesby directors andexecutive officers sales related to the Company’s commonstock; (3)placingstandingorders; (4) maintaining margin accounts; and stock, includingprepaid variable forward contracts, equity swaps, collars,andexchange funds; (2)engaginginshort financial instrument that isdesigned to hedgeor offset any decreasein the market value of the Company’s common The Company’s stock trading policiesprohibits the Company’s directors andexecutive officers from (1) purchasingany Prohibition of hedgingandpledging “Security o For moreinformation concerning the 3Mstock ownership of the NamedExecutiveOfficers,see the sectionentitled required beneficial ownership level. considered to bebeneficially owned by the covered executive andarecounted indetermining attainment of the executive, andsharesrepresented by outstandingrestrictedstock unitsgranted to acovered executive areall 401(k) planor another deferred compensation plan,outstandingsharesof restrictedstock owned by acovered executive’s immediate family, sharesowned indirectly through acovered executive’s account in the Company’s For purposesof these guidelines,sharesowned directly by acovered executive or by membersof the covered 3M Company wnership of management” beginningonpage92of this Proxy Statement. EXECUTIVE COMPENSATION 73 2020 Proxy Statement 2020 Proxy

ommittee interlocks and insider participation and insider Committee interlocks Compensation Committee” on page 39 titled “Compensation the section Committee are named in the Compensation members of The its of any 3M or of employees or were officers Committee the Compensation No members of Statement. Proxy this of requiring disclosure. otherwise relationship had any or 3M officers, formerly were year, the subsidiaries during Amy E. Hood Amy Kent Muhtar M. Liddy Edward A. Patricia Woertz Herbert L. Henkel, Chair Submitted by the Compensation Committee Compensation the by Submitted Compensation Committee report Compensation compensation, executive for disclosure requirements and Exchange Commission’s the Securities with In accordance and discussed “Committee”) has reviewed (the 3M Company of Directors of the Board of Committee the Compensation with 3M these discussions and this review Based on Analysis. and Discussion the Compensation with 3M management Analysis and Discussion the Compensation that Directors of the Board to the Committee recommended management, year the for 10-K on Form Annual Report and 3M Company’s 3M Company of Statement the 2020 Proxy be included in 31, 2019. ended December The Compensation Committee, with assistance from its independent compensation consultant, George B. Paulin Paulin B. George consultant, compensation its independent from assistance with Committee, Compensation The executive the Company’s Committee on the for conducted Paulin Mr. that a risk assessment Cook, reviewed FW of with concurred the Committee these assessments, of Based on its consideration policies and practices. compensation a material have to likely reasonably and practices is policies its compensation none of that determination the Company’s the Company. on adverse effect EXECUTIVE COMPENSATION 74 (4) (3) (2) (1) executive compensation inItem 402of Regulation S-K). executive officers (as determined pursuant to the SecuritiesandExchangeCommission’s disclosurerequirements for The following table shows the compensation earnedor receivedduring2019,2018,and2017by eachof 3M’s named 2019 summary compensation table compensation tables Executive Joaquin Delgado Nicholas C. Gangestad Michael F. Roman Principal Position Name and Michael G. ValeMichael Julie L.Bushman Ashish K.Khandpur Inge G. ThulinInge

statement reportingpurposes.SeeNote 13 to the Company’s audited financial statements for the fiscal year endedDecember 31, pension plansof the Company, determined using the sameinterest rate andmortality assumptionsas those used for financial column reflect the actuarialincreasein the present value (if any) of eachindividual’s pensionbenefits under alldefined benefit Except with respect to Mr. Thulin, the amounts in the ChangeinPension Value andNonqualifiedDeferred Compensation Earnings individual during the year specifiedpursuant to theCompany’s Executive Annual Incentive Plan. The amounts in the Non-Equity Incentive PlanCompensation columnreflect the annualincentive compensation earned by each Form 10-K filed with the SecuritiesandExchangeCommission onFebruary 6,2020. Company’s audited financial statements for the fiscal year endedDecember 31,2019,includedin the Company’s Annual Reporton excluding the effect of estimated forfeitures. Assumptions madein the calculation of these amounts areincludedinNote 18 to the with Financial Accounting Standards Board Accounting Standards Codification Topic 718,Compensation —Stock Compensation, The amounts in the Option Awards columnreflect the aggregate grant date fair value of suchawards computed in accordance $3,640,204; Mr. Khandpur —$3,496,206;Ms.Bushman —$2,330,942;Dr. Delgado—$1,165,678;andMr. Vale —$2,268,696. these awards at the grant date would beas follows: Mr. Roman —$10,000,188;Mr. Thulin —$6,250,014;Mr. Gangestad— for suchawards. If the highestlevel of performance is achieved for these performance shareawards, the maximum value of the performance shareawards madeduring2019arecalculated basedon the probable satisfaction of the performance conditions on Form 10-K filed with the SecuritiesandExchange CommissiononFebruary 6,2020. The amounts includedin this column for Company’s audited financial statements for the fiscal year endedDecember 31,2019,includedin the Company’s Annual Report excluding the effect of estimated forfeitures. Assumptions madein the calculation of these amounts areincludedinNote 18 to the with Financial Accounting Standards Board Accounting Standards Codification Topic 718,Compensation —Stock Compensation, The amounts in the Stock Awards columnreflect the aggregate grant date fair value of suchawards computedinaccordance Business Group President, Consumer FormerExecutive Vice International Operations President, Executive Vice Electronics Business Group Transportation and President, Executive Vice ofBoard the Former ExecutiveChairman Executive Officer President andChief Chairman of and Chief FinancialOfficer President Senior Vice Business Group Safety andIndustrial President, Executive Vice 3M Company (7) the Board, (8) (6) (8) Executive compensation 2018 2018 2018 2018 2018 2018 2019 2019 2019 2019 2019 2019 2019 2017 2017 2017 2017 2017 Year 1,269,200 1,249,568 1,526,595 1,049,976 800,502 694,090 862,953 368,892 680,383 693,221 830,995 683,422 778,103 792,795 839,575 416,667 , 3 9 7,0 3 7 707,186 Salary ($)

5,000,094 1,134,260 1,134,260 1,134,348 6,000,146 1,134,224 3,125,007 2,336,765 1,820,102 1,165,361 3,610,286 3,750,032 3,339,178 1,165,471 1,456,748 , , 5 2 7,8 2 1,2 1,748,103 Awards 582,839 Stock ($) (1) 6,000,564 2,336,984 1,456,856 1,134,284 1,134,284 4,999,946 1,562,023 1,820,002 1,165,908 1,165,366 6,002,785 1,134,687 1,839,705 1,134,151 1,228,374 3,610,217 1,748,032 Awards 582,700 Option ($) (2) Compensation Incentive Plan Non-Equity 1,431,503 4,121,830 1,256,671 1,090,797 1,110,975 , , 8 9 7,7 7 1,8 649,048 532,836 396,967 382,259 561,067 325,583 533,871 531,579 256,137 629,703 , 1 8 7,6 0 5 ($) 787,783 (3)

Compensation Nonqualified 1,342,856 2,488,003 5,642,262 3,020,986 Change in 1,982,778 2,110,908 1,384,479 1,155,625 2,689,641 1,619,621 Value and 2,175,108 , , 9 5 7,8 4 2,3 1,174,715 Deferred Earnings Pension 945,379 980,555 700,842 , 3 0 7,7 2 1 ($) (4) — Compensation 1,788,819 All Other 632,492 708,729 173,025 101,075 141,771 ($) 65,850 46,535 62,458 60,282 60,357 99,466 68,372 61,498 38,525 70,788 31,476 29,170 (5)

13,530,086 18,321,566 12,864,739 20,535,193 5,650,968 4,696,246 5,082,462 6,805,218 5,894,531 5,339,351 4,784,542 3,703,154 4,735,012 , , 6 9 2,9 8 7,5 , , 7 8 7,3 9 4,2 8,207,073 , , 4 6 9,4 3 7,7 9,247,241 Total ($) EXECUTIVE COMPENSATION 7575 29,170 31,476 60,357 60,282 46,535 ($) 173,025 Total 1,788,819 o that, o that, — — — — — — (7) ($) Other 1,750,000 2020 Proxy Statement Statement 2020 Proxy 2020 Proxy

, 2019. Prior t Prior une 1, 2019. — — — — — — J 614 (6) ($) Company’s the Company’s as oman served Security Services Systems/ Mr. R Mr.

— — — — — — (5) Use ($) 76,557 Aircraft Personal (4) ($) 14,676 15,132 13,500 13,500 13,500 13,500 12,000 Planning Financial — (3) ntil his retirement on his retirement 1, 2018, until July , 2018. Prior to that, 1, that, to 2018. Prior July 8,194 Life ($) 12,761 11,709 23,760 15,480 11,832 Insurance Executive

—

(2) 7,6 7 6 26,175 13,176 16,457 25,983 52,462 VIP ($) Excess Company Contributions

(1) ($) 401(k) 7,846 5,394 5,934 6,246 4,500 4,800 6,300 Company Contributions fficer, effective fficer, effective Executive O oman was Chief appointed , President and Chief Executive Officer from 2012 to his appointment as Executive as Executive appointment his to 2012 from Officer Executive and Chief , President the Board Chairman of hulin served as 3M’s ’s Executive Chairman from from Executive Chairman ’s the Company hulin served as ppointment as Chief Executive Officer. as Chief his appointment to 2017 from Officer Operating and Chief Vice President Executive Mr. T Chairman in 2018. The amounts shown reflect 3M matching and additional automatic contributions under the tax-qualified 3M Voluntary Investment Investment Voluntary 3M tax-qualified the under contributions and additional automatic 3M matching reflect shown amounts The their on contributions receive 3M matching plan may this under All eligible employees Ownership Plan. Stock Plan and Employee after hired on or Eligible employees eligible pay. their of five percent to the plan on up to 401(k) contributions Roth or pre-tax eligible pay. their of three percent to equal income contributions 3M retirement 1, 2009, also receive additional automatic January The amounts shown reflect 3M matching contributions under the VIP Excess Plan, a nonqualified defined contribution plan. contribution Plan, a nonqualified defined Excess VIP the under contributions 3M matching reflect shown amounts The a limit established exceeds whose compensation employees to is limited contributions this plan and its matching for Eligibility additional save to plan permits eligible employees The plans. contribution defined tax-qualified for tax laws income Federal by receive to and tax laws, Federal limits established by the contribution beyond cash compensation current their from amounts Investment Voluntary 3M tax-qualified the under provided contributions the matching to similar contributions matching Company Ownership Plan. Stock Plan and Employee Mr. R Mr. first they 2017, since year the for Ms. Bushman for years 2017 and 2018, or the for Khandpur Mr. for are reported No amounts years. those Officers after became Named Executive 2019, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 6, February on Commission and Exchange the Securities with filed 10-K on Form Report Annual the Company’s included in 2019, the Nonqualified under his benefit of value 2019, 31, the December as such, and his pension benefits commenced Mr. Thulin 2020. the under his benefit of value the present in 2019 and he received payment the of amount the gross to equal set was Pension Plan were no There selected. form and payment amount final benefit on his based determined was Income Plan Retirement Employee programs. compensation nonqualified deferred the Company’s under compensation earnings on deferred above-market The amounts shown reflect the amount of premiums paid by the Company on behalf of each individual with respect to their their to with respect each individual of on behalf the Company premiums paid by of the amount reflect shown amounts The Executive Life Insurance Plan. the them under for life insurance policies obtained term respective universal life or This amount reflects the expenses incurred by 3M during 2019 for home security equipment and monitoring services at the services at and monitoring equipment home security for 3M during 2019 incurred by the expenses reflects amount This Roman. Mr. personal residence of This amount reflects the aggregate incremental cost to the Company for Mr. Roman’s personal use of corporate aircraft during aircraft corporate personal use of Roman’s Mr. for the Company to cost incremental the aggregate reflects amount This the cost including travel, such costs of operating variable the combining by calculated was cost incremental aggregate This 2019. on-board charges, navigation en route charges, communication fees, en route trip preparation fees, fees, parking fuel, landing of all business for aircraft the corporate use to Roman Committee required Mr. Compensation The expenses. travel and crew catering, and personal travel. These amounts reflect fees for personal financial planning and tax return preparation services paid by the Company on behalf of of on behalf the Company services paid by preparation tax return financial planning and personal for fees reflect amounts These each individual. See the All Other Compensation table below for details of the amounts reported for 2019. for reported the amounts of details for below table Compensation Other All the See The amount shown reflects the payment made to Dr. Delgado under the terms of a separation agreement. For more information more information For agreement. a separation terms of the Delgado under Dr. to made the payment reflects shown amount The Statement. this Proxy on page 61 of pay” “Separation the section entitled Delgado, see with Dr. the arrangement concerning Mr. T Mr.

Nicholas C. Gangestad Nicholas C. Name Roman Michael F. Inge G. Thulin Julie L. Bushman Julie Delgado Joaquin Michael G. Vale Ashish K. Khandpur Ashish Grants of plan-based awards Grants of the Named Executive Officers to granted plan awards and non-equity equity various the table reflects following The such Named Executive Officers under earned by compensation the annual incentive of exception the With during 2019. 2016 Long-Term the under were granted table this in to referred the awards Plan, all of Annual Incentive the Executive Plan. Incentive (7) (6) (5) (3) (4) (2) (1) 2019 all other compensation table compensation 2019 all other (7) (8) (5) (6) EXECUTIVE COMPENSATION Roman Michael F. Name Vale Michael G. Gangestad Nicholas C. Thulin Inge G. Delgado Joaquin Bushman Julie L. Khandpur Ashish K. 76 76 (4) (3) (2) (1) 2019 GRANTS OF PLAN-BASED AWARDS TABLE

one-third oneachof the first three anniversariesof the grant date. 2019, were partof the Company’s annual equity grants made to approximately 6,000employees, and they vest ininstallments of stock optionsgranted to eachindividual during2019under the 2016Long-Term Incentive Plan. The optionsgranted onFebruary 5, The amounts shown as the All Other Option Awards reflect the number of sharesof 3Mcommonstock subject to nonqualified “Long- for determining the number of sharesof 3Mcommon stock payable asaresultof these performance shares,pleaserefer to the Earnings per ShareGrowth andFreeCash Flow Conversion). For moreinformation on these performance criteriaand the formulas performance criteriaselectedby the Compensation Committee(Relative Organic Volume Growth, Return onInvested Capital, the performance of the Company during the three-year performance periodof 2019,2020,and2021,asmeasuredagainst four The actualnumber of sharesof 3Mcommonstock to bedeliveredasaresultof these performance shares will bedetermined by may beearnedby eachindividualasaresult of the 2019performance sharesgranted under the 2016Long-Term Incentive Plan. shares reflect the threshold, target, andmaximumnumber of sharesof 3Mcommonstock (disregarding dividendequivalents) that The amounts shown as the Estimated Future Payouts Under Equity Incentive Plan Awards with respect to 2019performance Proxy Statement). the Company’s broad-based Annual Incentive Plan.(For additionalinformation,of see“AnnualIncentive” beginningonpage59 this Executive Officer) anything other than the sameamount suchexecutive would have receivedhadheor shebeenparticipating in adopted in2007, the Compensation Committeehasrarely used this discretion to pay acovered executive (other than our Chief than this maximumamount basedon such factors asitdeemsrelevant. Since the Executive Annual Incentive Plan was first Company’s Adjusted Net Income for 2019,and then permits the Compensation Committee to pay eachcovered executive less Revenue Codeandsimilar state laws), which for eachof the NamedExecutiveOfficers was one-quarter of onepercent of the established with the intent of complying with performance-based compensation exception of Section162(m)of the Internal maximum amount of annualincentive compensation that may beearnedby eachcovered executive duringaplan year (initially amounts that may beearnedby eachindividualduring2019under the Executive Annual Incentive Plan. This planestablishesa The amounts shown as the Estimated Future Payouts Under Non-Equity Incentive Plan Awards reflect the target andmaximum Abbreviations: 19PS=2019performance shares;Option=stock options; AIP =annualincentive pay. 3M Company term incentives —2019annualgrants” beginning onpage67of this Proxy Statement. Option Option Option Option Option Option Option Type of Grant 19PS 19PS 19PS 19PS 19PS 19PS 19PS AIP AIP AIP AIP AIP AIP AIP (1)

02/05/19 02/05/19 02/05/19 02/05/19 02/05/19 02/05/19 02/05/19 03/01/19 03/01/19 03/01/19 03/01/19 03/01/19 03/01/19 03/01/19 Grant Date n/a n/a n/a n/a n/a n/a n/a 1,500,000 2,040,051 862,953 680,538 593,007 581,003 626,632 Target Estimated Future ($) Payouts Under Incentive Plan Non-Equity Awards

13,277,243 13,277,243 13,277,243 13,277,243 13,277,243 13,277,243 13,277,243 Maximum (2) ($)

Threshold 1,093 1,685 4,820 1,123 3,012 1,754 (#) 562 Estimated Future Payouts Under Incentive Plan Awards 24,098 15,061 Target Equity 2,809 5,467 8,425 8,772 5,617 (#) (3)

Maximum 11,234 48,196 16,850 10,934 30,122

, 4 4 7,5 1 5,618 (#) of Shares of Stock Awards: Number or Units Other Stock (#) All

Underlying Number of Securities 146,240 Awards: Options Option Other 53,232 34,085 45,686 51,127 33,172 , 3 4 7,0 1 (#) All (4)

Exercise ($/Sh) 201.12 201.12 201.12 201.12 201.12 201.12 201.12 Price of Awards or Base Option (5)

5,000,094 1,134,348 4,999,946 1,562,023 1,820,002 1,165,366 3,125,007 1,820,102 1,134,151 1,165,471 1,748,032 1,748,103 Stock and Date Fair Value of Awards 582,839 Option 582,700 Grant ($) (6)

EXECUTIVE COMPENSATION

7777

(1) ($) Plan Units Value 676,747 Equity Payout Payout Vested Shares, Awards: or Other or Incentive Not Have Market or Market 2,287,815 Rights That 1,328,619 1,799,837 1,128,029 4,251,369 Unearned of

(7) (7) (8) (7) (7) (8)

Plan Units 7,5 3 1 3,836 6,394 Equity Shares, Awards: or Other or 24,098 10,202 12,968 Incentive Not Have Unearned Vested (#) Number of Number Rights That 2020 Proxy Statement Statement 2020 Proxy 2020 Proxy

Stock Awards Stock (1) ($) Value Vested Market of Shares of Not Have or Units of Units or That Stock

(#) Not That That Have Vested Units or Number of Stockof of Shares of Date Option 07/01/28 02/07/20 02/07/22 Expiration 02/08/21 02/03/25 02/03/25 02/03/23 02/03/23 02/06/27 02/06/27 02/04/28 02/04/28 02/02/24 02/04/29 02/04/29 02/02/24 02/02/26 02/02/26 ($) 8 7.8 9 89.47 78.72 Price 1 4 7.8 7 1 4 7.8 7 175.76 175.76 Option 126.72 126.72 101.49 101.49 201.12 201.12 195.52 165.94 165.94 233.63 233.63 Exercise

(2) (3) (5) (2) (3) (4) (5) 17,417 Option Awards 3 7,8 3 4 85,110 24,190 96,187 45,686 146,240 Securities Number of Number Underlying Options (#) Unexercised Unexercisable

— 9,747 8,906 10,610 18,916 10,067 25,867 48,092 34,832 39,846 12,094 48,206 170,219 245,116 206,168 229,364 204,950 Securities Number of Number Underlying Exercisable Options (#) Unexercised The amounts in the Grant Date Fair Value of Stock and Option Awards column were determined in accordance with Financial with in accordance were determined column Awards and Option Stock of Value Fair Date the Grant in amounts The excluding Compensation, — Stock Compensation 718, Topic Codification Standards Accounting Board Standards Accounting the of outcome the probable upon are based share awards, performance case of the and, in forfeitures, estimated of the effect are included in these amounts of the calculation in made Assumptions grant. time of the at conditions performance applicable the Company’s included in 31, 2019, ended December year fiscal the for statements financial audited the Company’s to 18 Note 6, 2020. Exchange Commission on February the Securities and with filed 10-K Annual Report on Form The exercise price for all stock options granted under the Company’s 2016 Long-Term Incentive Plan is set at the closing price at price at closing the at is set Plan Incentive 2016 Long-Term Company’s the under granted options all stock for price exercise The date. the option grant on the NYSE traded on stock which 3M common

Inge Thulin G. Michael F. Roman Michael F. Name 2019 outstanding equity awards at fiscal year-end table year-end fiscal at awards equity 2019 outstanding (6) (5) EXECUTIVE COMPENSATION 78 Ashish K.Khandpur Name Gangestad Nicholas C. Julie L.Bushman 3M Company Unexercised Options (#) Exercisable Underlying Number of Securities 40,535 25,445 29,392 19,868 24,650 26,211 30,875 52,167 11,676 18,730 61,512 69,611 41,181 , 4 1 7,5 3 9,000 6,505 6,505 3,605 3,092 9,090 6,219 9,592 5,760 , 8 3 7,8

Unexercisable Unexercised Options (#) Underlying Number of Securities 53,232 23,353 34,085 26,085 18,183 51,127 13,107 , 1 6 7,4 3 Option Awards 9,935 (5) (3) (2) (5) (3) (2) (5) (3) (2)

Exercise 233.63 233.63 233.63 165.94 165.94 165.94 201.12 201.12 201.12 101.49 101.49 101.49 126.72 126.72 126.72 Option 175.76 175.76 175.76 . 7 7.8 4 1 . 7 7.8 4 1 . 7 7.8 4 1 Price 89.47 89.47 89.47 . 9 7.8 8 . 9 7.8 8 . 9 7.8 8 ($) 02/02/26 02/02/26 02/02/26 02/02/24 02/02/24 02/02/24 02/04/29 02/04/29 02/04/29 02/04/28 02/04/28 02/04/28 02/06/27 02/06/27 02/06/27 02/03/23 02/03/23 02/03/23 02/03/25 02/03/25 02/03/25 02/08/21 02/08/21 02/08/21 Expiration 02/07/22 02/07/22 02/07/22 Option Date of Shares of Stock Number or Units 6,221 Vested Have That Not (#)

(6)

1,097,509 Stock That or Units of Have Not of Shares Market Vested Value ($) (1) Stock Awards

Rights That Number of Vested (#) Unearned Have Not Incentive 10,101 or Other Awards: Shares, Equity 4,903 6,297 8,425 8,772 5,617 Units Plan

(8) (7) (8) (7) (8) (7)

of Unearned 1,486,339 1,782,018 Rights That 1,547,556 1,110,917 Market or Have Not Incentive or Other Awards: Shares, Vested Payout 864,987 990,951 Equity Value Units Plan ($) (1)

EXECUTIVE COMPENSATION

79 79

(1) ($) Plan Units Value 2 4 7,8 7 0 Equity 864,987 864,987 964,488 Payout Payout Vested Shares, Awards: or Other or Incentive Not Have Market or Market Rights That Unearned of

(7) (8) (7) (8)

Plan Units 5,467 4,903 4,903 1,405 Equity Shares, Awards: or Other or Incentive Not Have Unearned Vested (#) Number of Number Rights That 2020 Proxy Statement Statement 2020 Proxy 2020 Proxy

Stock Awards Stock (1) ($) Value Vested Market of Shares of Not Have or Units of Units or That Stock

(#) Not That That Have Vested Units or Number of Stockof of Shares of Date Option 02/07/22 02/07/22 Expiration 02/08/21 02/03/25 02/03/25 02/03/23 02/03/23 02/06/27 02/06/27 02/04/28 02/04/28 02/04/29 02/04/29 02/02/24 02/02/24 02/02/26 02/02/26 ($) 8 7.8 9 8 7.8 9 89.47 Price 1 4 7.8 7 1 4 7.8 7 175.76 175.76 Option 126.72 126.72 101.49 101.49 201.12 201.12 165.94 165.94 233.63 233.63 Exercise

(2) (3) (5) (2) (3) (5) Option Awards Option 1 7,0 4 3 33,172 16,531 16,089 18,183 18,183 Securities Number of Number Underlying Options (#) Unexercised Unexercisable

7,8 1 2 9,090 9,090 5 7,1 3 6 32,175 30,875 43,705 32,428 31,559 36,126 33,061 48,489 58,684 35,490 49,804 Securities Number of Number Underlying Exercisable Options (#) Unexercised The shares of 3M common stock to be delivered as a result of the Company’s performance over the three-year performance period performance three-year the over performance the Company’s be delivered as a result of to 3M common stock shares of The 3M common stock these shares of the awards, terms of the 31, 2021. Under December vest until will not 31, 2021, ending December the Securities and Exchange with In accordance the executive. by than March 15, 2022, unless deferred will be delivered no later the under payout target the shares reflect these performance for value shares and payout of the number regulations, Commission’s period has exceeded performance three-year the of year first the during performance the Company’s since this grant for formula this grant. the threshold for levels The market value of performance shares or RSUs that have not vested was determined by multiplying the closing price of a the closing price of multiplying by determined was vested not have that RSUs shares or performance of value market The RSUs shares or performance of the number by 31, 2019 ($176.42), December for the NYSE on 3M common stock share of respectively. shown, These stock options vested in full on February 7, 2020. full on February in vested options stock These These stock options vested or will vest in installments of one-half on February 6, 2020, and February 6, 2021. 6, 2020, and February on February one-half of vest in installments will or vested options stock These These restricted stock units will vest in installments of one-half on December 1, 2020, and December 1, 2022, provided that the that 1, 2022, provided 1, 2020, and December on December one-half of in installments vest will units restricted stock These such date. through with 3M remains in employment holder These stock options will vest in installments of one-half on July 1, 2020, and July 1, 2021. July 1, 2020, and July on one-half of vest in installments will options stock These 5, 2021, and 5, 2020, February February on each of one-third of vest in installments will or vested options stock These 5, 2022. February period performance three-year the over performance the Company’s be delivered as a result of to 3M common stock shares of The 3M common these shares of the awards, terms of the Under 31, 2020. December vest until will not 31, 2020, ending December the Securities and with In accordance the executive. by than March 15, 2021, unless deferred no later will be delivered stock payout target the shares reflect these performance for value shares and payout of the number regulations, Exchange Commission’s period performance three-year the years of two first the during performance the Company’s since this grant for formula the under this grant. the threshold for exceeded levels

Michael G. Vale Joaquin Delgado Joaquin Name (8) (7) (5) (6) (2) (3) (4) FOOTNOTES TO 2019 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE YEAR-END FISCAL AT AWARDS EQUITY TO 2019 OUTSTANDING FOOTNOTES (1) EXECUTIVE COMPENSATION 80 FOOTNOTES TO 2019OPTIONEXERCISES AND STOCK VESTED TABLE (16) (15) (14) (13) (12) (11) (10) (9) (8) (7) (6) (5) (4) (3) (2) (1) 2019 optionexercises andstock vested table Julie L.Bushman Inge G. ThulinInge Joaquin Delgado Michael G. ValeMichael Michael F. Roman Ashish K.Khandpur Nicholas C. Gangestad Name

The stock optionsexercised by Ms.Bushman were granted on February 9,2010,andhadanexercise priceof $78.72 per share. The stock optionsexercised by Mr. Gangestad were granted onFebruary 9,2010,andhadanexercise priceof $78.72 per share. exercise pricebetween $78.72 and$89.47 per share. The stock optionsexercised by Mr. Thulin were granted onFebruary 9,2010,February 8,2011andFebruary 7,2012,andhadan The stock optionsexercised by Mr. Khandpur were granted onFebruary 9,2010,andhadanexercise priceof $78.72 per share. The stock optionsexercised by Mr. Roman were granted onFebruary 9,2009,andhadanexercise priceof $54.11 per share. shares until following his termination of employment. December 31,2019. Mr. Roman previously elected to defer receiptof allof 2017 performance shares(includingdividendequivalent rights) for which the three-year performance period was completed on were attributable to restricted stock unitsgranted onDecember 1,2014,and8,406of these shares were attributable to his to himunder the 2008Long-Term Incentive Planand2016Long-Term Incentive Plan.Of this total number of shares,12,646 Reflects the number of sharesearnedby Mr. Roman upon the vesting of restrictedstock unitsandperformance sharesgranted to himunder the 2008Long-Term Incentive Plan and2016Long-Term Incentive Plan.Of this total number of shares,12,646 Reflects the number of sharesearnedby Mr. Vale upon the vesting of restrictedstock unitsand performance sharesgranted (including dividendequivalent rights) for which the three-year performance period was completed onDecember 31,2019. to restrictedstock unitsgranted onDecember 1,2014,and6,326of these shares were attributable to her 2017performance shares under the Reflects the number of sharesearnedby Ms.Bushman upon the vesting of restrictedstock unitsandperformance sharesgranted to her closing priceof ashareof 3Mcommonstock on the NYSE for the vesting date. The amounts shown as Value Realizedon Vesting were determined by multiplying the number of shares acquiredon vesting by the to defer receiptof allof these sharesuntil following his termination of employment. equivalent rights) for which the three-year performance period was completed onDecember 31,2019. Mr. Thulin previously elected Long-Term Incentive Plan. All 41,081 of these shares were attributable to his2017performance shares(includingdividend Reflects the number of sharesearnedby Mr. Thulin upon the vesting of performance sharesgranted to himunder the 2016 equivalent rights) for which the three-year performance period was completed onDecember 31,2019. Long-Term Incentive Plan. All 7,766 of these shares were attributable to his2017performance shares(includingdividend Reflects the number of sharesearnedby Dr. Delgadoupon the vesting of performance sharesgranted to himunder the 2016 elected to defer receiptof allof these sharesuntil following his termination of employment. equivalent rights) for which the three-year performance period was completed onDecember 31,2019. Mr. Khandpur previously Long-Term Incentive Plan. All 4,795of these shares were attributable to his2017performance shares(includingdividend Reflects the number of sharesearnedby Mr. Khandpur upon the vesting of performance sharesgranted to himunder the 2016 exercise priceof the options. by the differencebetween the closingpriceof ashareof 3Mcommonstock on the NYSE for the exercise date and the per share The amounts shown as Value RealizedonExercise were determined by multiplying the number of sharesacquiredonexercise between $78.72 and$89.47 per share. The stock optionsexercised by Dr. Delgado were granted onFebruary 9,2010,andFebruary 8,2011,andhadanexercise price The stock optionsexercised by Mr. Vale were granted onFebruary 9,2010,andhadanexercise priceof $78.72 per share. equivalent rights) for which the three-year performance period was completed onDecember 31,2019. 2016 Long-Term Incentive Plan. All 12,591of these shares were attributable to his2017performance shares(includingdividend Reflects the number of sharesearnedby Mr. Gangestadupon the vesting of performance sharesgranted to himunder the 3M Company 2008 Long-Term Incentive Planand2016Long-Term Incentive Plan.Of this total number of shares,12,646 were attributable Acquired on Exercise (#) the sharesissuablepursuant to his2017performance Number of 298,530 63,560 13,172 Shares 8,906 4,944 3,362 1,681 Option Awards Option ExercisesandStock Vested (9) (8) (7) (6) (5) (4) (3)

26,270,916 on Exercise 1,592,596 1,073,838 6,241,164 Realized Value 320,995 205,819 719,550 ($) (1) Acquired on Vesting (#) Number of 12,591 20,625 21,052 18,972 41,081 Shares 4,795 , 6 6 7,7 Stock Awards (16) (15) (14) (13) (12) (11) (10)

3,262,944 2,221,304 3,554,566 3,629,898 1,370,078 on Vesting , , 0 1 7,5 4 7,2 Realized 845,934 Value ($) (2) EXECUTIVE COMPENSATION 81 — — — — — — — — — — —

51,145 71,293 ($) Year During Payments Last Fiscal 28,680,254 * **

— f ($) Present Value o Value Benefits 2020 Proxy Statement 2020 Proxy 3,4 2 7,5 8 2 1,710,547 2,019,001 1,942,755 6,676,594 1,839,130 4,683,307 8,231,838 1,683,480 1,095,946 1,234,502 8,390,844 Accumulated 14,282,279

31 31 25 25 27 27 32 32 35 35 36 36 40 40 (#) Service of Years of Number Credited the shares issuable pursuant to his 2017 performance performance his 2017 to issuable pursuant the shares Nonqualified Pension Plan Nonqualified Pension Plan Employee Retirement Income Plan Retirement Employee Nonqualified Pension Plan Employee Retirement Income Plan Retirement Employee Nonqualified Pension Plan Nonqualified Pension Plan Employee Retirement Income Plan Retirement Employee Income Plan Retirement Employee Plan Name Employee Retirement Income Plan Retirement Employee Employee Retirement Income Plan Retirement Employee Nonqualified Pension Plan Nonqualified Pension Plan Employee Retirement Income Plan Retirement Employee Mr. Thulin commenced payment of his benefits under the specified plan during 2019. As a result, the amounts shown were shown the amounts a result, As the specified plan during 2019. under his benefits of commenced payment Thulin Mr. in he earned during his employment pension benefits the reflect to adjustment (after amount final benefit based on his determined selected. form the payment and States) the United to transfer his before Sweden were shown the amounts a result, As the specified plan during 2019. under benefits his of Delgado commenced payment Dr. selected. form payment the and amount final benefit based on his determined until following his termination of employment. of termination his following shares until were attributable to restricted stock units granted on December 1, 2014, and 7,979 of these shares were attributable to his to were attributable shares these of and 7,979 1, 2014, on December units granted stock restricted to attributable were on completed was period performance three-year the which for rights) dividend equivalent shares (including 2017 performance all of receipt of defer to elected previously Vale Mr. 31, 2019. December Inge G. Thulin Nicholas C. Gangestad Nicholas C. Ashish K. Khandpur Ashish L. Bushman Julie Name Michael F. Roman Michael F. Joaquin Delgado Joaquin Michael G. Vale The Employee Retirement Income Plan (“ERIP”) is a tax-qualified defined benefit pension plan maintained by 3M for for 3M by pension plan maintained benefit defined tax-qualified Income Plan (“ERIP”) is a Retirement Employee The include a to the ERIP amended the Company 1, 2001, January Effective States. the United in its eligible employees voluntarily who 1, 2001, and (2) employees January after rehired on or hired or employees (1) for formula pension equity new to closed was ERIP The choice election period in 2001. the one-time during formula the pension equity elected 1, 2009, do January after rehired on or hired or employees that 1, 2009, meaning January effective participants Khandpur, Gangestad, Mr. Mr. Thulin, Mr. Roman, the Named Executive Officers, Mr. the plan. Of in participate not while I Plan), Portfolio (the the ERIP of formula the non-pension equity under Delgado participate and Dr. Ms. Bushman the under benefits Retirement II Plan). Portfolio (the the ERIP of formula the pension equity under participates Vale Mr. highest-paid four the employee’s during annual earnings service and average years of are based on an employee’s ERIP include the ERIP purposes of for the Named Executive Officers, earnings to applied As service. years of consecutive the Named Executive by the ERIP earned under All benefits compensation. annual incentive target and base salary to ends employment their time the life annuities, unless an individual elects at of form the in will be payable Officers lump-sum cash payment. a single of form the in earned pension benefits her his or of amount the entire receive 2019 PENSION BENEFITS TABLE BENEFITS PENSION 2019 The following table shows the present value of the accumulated benefits payable to each of the Named Executive the Named each of to payable benefits accumulated the of value the present table shows following The defined the Company’s each of individual, under each to service credited years of of the number well as Officers, as financial for those used assumptions as and mortality rate the same interest using determined pension plans benefit ended year fiscal the for statements financial audited the Company’s to 13 See Note reporting purposes. statement and Exchange the Securities with filed 10-K Report on Form Annual the Company’s 31, 2019, included in December 6, 2020. Commission on February Pension benefits Pension * ** EXECUTIVE COMPENSATION 82 shares of 3Mcommonstock, includingreinvested dividends. deferrals of performance sharesunder the Performance Awards Deferred Compensation Planbasedon the return on or a fixed rate of return basedoncorporate bond yields (as selectedby eachparticipant). Earningsarecredited to the three plansbasedon the returns paidon the investment funds available to participants in3M’s qualified401(k)plan under the Performance Awards Deferred Compensation Plan,earningsarecredited to the amounts deferred under all a singlelumpsumpayment or inup to ten annualinstallments. With the exception of deferrals of performance shares plans generally allow the eligibleemployees to elect to receivepayment of their account balancesin the form of either retirement from the Company the receiptof aportionof their basesalary andannualincentive compensation. All three share awards under the 2016Long-Term Incentive Plan. The VIP ExcessPlanallows eligibleemployees to defer until employees to defer for anumber of years or until retirement from the Company the payout of their performance salary andannualincentive compensation. The Performance Awards Deferred Compensation Planallows eligible employees to defer for anumber of years or until retirement from the Company the receiptof aportionof their base deferred compensation plansoffered by the Company. The Deferred Compensation ExcessPlanallows eligible The following table reflects the participation during2019by the NamedExecutiveOfficersin three nonqualified Nonqualified deferred compensation and noneof the NamedExecutiveOfficerselected to receive their benefits in the form of alifeannuity. receive their benefits earnedunder this NonqualifiedPensionPlanin the form of alifeannuity following their retirement, applicable delay under Federal tax laws). Current employees were givenaone-time opportunity during2008 to elect to paid in the form of asinglelump-sumcashpayment following the termination of their employment (subject to any result of the limits imposedby Federal tax laws. The benefits earnedunder this NonqualifiedPensionPlanaregenerally Nonqualified PensionPlangenerally equals the amount of benefits anemployee was not able to earnunder the ERIP asa employees, including the NamedExecutiveOfficers,affected by these limits. The amount of benefits earnedunder this of benefits that any employee may earn. The NonqualifiedPensionPlanisdesigned to provide additionalbenefits to earnings that may beconsidered when determining the benefits earnedunder the planas well as the maximumamount As a tax-qualified plan, the ERIP issubject to a variety of limits that apply to both the amount of any employee’s conversion factors. The Portfolio IIPlandoesnot provide any subsidies for early retirement. The sumof these two amounts is then converted into anannuity payable over the lifetime of the employee using fixed Social Security integration level (70percent of the SocialSecurity taxable wage basein the year employment ends). multiplying one-half of these accumulated pensioncreditsby their high-four average annualearningsinexcess of a pension creditsaremultipliedby their high-four average annualearningsandadded to anamount determined by based on their ageandaccumulated years of serviceunder the plan.Once their employment ends, these accumulated Under the Portfolio IIPlan,employees earnpensioncredits(from 3percent to 12percent) for each year of employment that such executive retires prior to age61(age 62 for Mr. GangestadandMs.Bushman). early retirement benefits, with the reductionbeingequal to 5percent of the pensionotherwise payable for each year benefits. As of March13,2020,eachof Mr. Roman, Mr. Gangestad,andMs.Bushman iseligible to retire with reduced Mr. Thulin currently receivesunreducedretirement benefits, andDr. Delgadocurrently receivesreducedretirement after 1942and1959,respectively) the employee also would receiveaSocialSecurity bridgepayment until age62. respectively). If the employee’s ageandserviceat the time of retirement total at least90(91 or 92 for employees born I Plan,anemployee may retire with anunreducedpensionat age60(61 or 62 for employees bornafter 1942and1959, with the year eachemployee qualifies for receivingunreducedSocialSecurity retirement benefits. Under the Portfolio The SocialSecurity breakpoint isanaverage of the SocialSecurity taxable wage bases for eachof the 35 years ending earnings inexcess of aSocialSecurity breakpoint multipliedby their years of service(up to amaximumof 35 years). high-four average annual earnings multiplied by their years of service plus 0.35 percent of their high-four average annual Under the Portfolio IPlan,employees earnannualbenefits payable at retirement generally equal to 1.15 percent of their 3M Company EXECUTIVE COMPENSATION 83 — — — — — (4) 23,205 FYE 249,702 735,378 231,049 ($) 193,048 9,083,916 3,672,315 3,594,778 4,531,829 1,468,136 3,692,807 1,058,950 1,295,387 1,502,658 1,235,898 Aggregate 3 9,2 5 7,7 7 9 Balance at Last Balance at — — — — — — — — — — — — — — — — — — — — — . ($) 2020 Proxy Statement 2020 Proxy Aggregate Distributions Withdrawals/ ) ) ) ) ) — — — — —

(3) 2,157 8,458 41,029 36,698 36,698 35,594 ($) 109,741 2 5 7,5 9 9 173,732 326,793 133,424 130,840 Last FY (216,321 (241,480 (114,202 (296,693 Aggregate Earnings in (2,144,679

— — — — — — — — — — — — — — (2) 31,747 2 7,6 4 7 10,305 10,256 46,825 56,395 30,283 ($) in Last FY Registrant Contributions Contributions

— — — — — — — — (1) 53,176 35,773 ($) 146,074 210,447 131,636 251,645 900,125 108,096 938,899 in Last FY Executive 7,5 6 9,1 2 2 1,484,748 1,8 0 7,4 3 9 1,072,070 Contributions Contributions Deferred Compensation Excess Plan Compensation Deferred Deferred Compensation Excess Plan Compensation Deferred VIP Excess Plan VIP Excess Plan VIP Performance Awards Deferred Awards Performance Plan Compensation Excess Plan Compensation Deferred Performance Awards Deferred Awards Performance Plan Compensation Performance Awards Deferred Awards Performance Plan Compensation VIP Excess Plan VIP Performance Awards Deferred Awards Performance Plan Compensation Excess Plan Compensation Deferred VIP Excess Plan VIP Deferred Compensation Excess Plan Compensation Deferred VIP Excess Plan VIP Performance Awards Deferred Awards Performance Plan Compensation Deferred Compensation Excess Plan Compensation Deferred Deferred Awards Performance Plan Compensation VIP Excess Plan VIP Performance Awards Deferred Awards Performance Plan Compensation Deferred Compensation Excess Plan Compensation Deferred VIP Excess Plan VIP With the exception of the amounts contributed by Mr. Roman, Mr. Thulin, Mr. Gangestad, Mr. Khandpur, and Mr. Vale from the from Vale Khandpur, and Mr. Gangestad, Mr. Mr. Thulin, Mr. Roman, Mr. by contributed the amounts of the exception With his of the payout from Khandpur Mr. period and by performance the 2016-2018 for share awards performance their of payout the Summary been included in these individuals during 2019 have by contributed earned in 2018, all amounts annual incentive The 2019. earned in 2017, 2018, or Plan Compensation Incentive Non-Equity or Awards, Stock as Salary, Table Compensation Thulin’s, Mr. Mr. Roman’s, of the payout from the contributions portion of any reflect does not Table Compensation Summary those period because performance the 2016-2018 for share awards performance Vale’s and Mr. Khandpur’s Mr. Gangestad’s, Mr. 2018 annual incentive Khandpur’s Mr. from the contributions portion of any reflect in 2016 and does not were granted awards he became a Named Executive Officer year first the to were earned prior those amounts because payment The amounts shown reflect 3M matching contributions under the VIP Excess Plan, a nonqualified defined contribution plan. contribution Excess Plan, a nonqualified defined VIP the under contributions 3M matching reflect shown amounts The a limit established exceeds whose compensation employees to is limited contributions this plan and its matching for Eligibility additional save to plan permits eligible employees The plans. contribution defined tax-qualified for tax laws Federal income by receive to and tax laws, Federal established by limits the contribution beyond cash compensation current their from amounts

Ashish K. Khandpur Ashish L. Bushman Julie Nicholas C. Gangestad Nicholas C. Joaquin Delgado Joaquin Inge G. Thulin Michael G. Vale Name Roman Michael F. FOOTNOTES TO 2019 NONQUALIFIED DEFERRED COMPENSATION TABLE COMPENSATION DEFERRED 2019 NONQUALIFIED TO FOOTNOTES (2) (1) 2019 NONQUALIFIED DEFERRED COMPENSATION TABLE COMPENSATION DEFERRED NONQUALIFIED 2019 EXECUTIVE COMPENSATION 84 with at least10 years of service(age 55 with at least five years of service for awards granted before January 1, 2016). For this purpose, the term “Retirement” meansa termination of employment with the Company after attaining age55 • • • • Following retirement (as describedbelow), the NamedExecutiveOfficersareentitled to receive: Rights andpayments uponretirement Executive Officersarereportedin the 2019NonqualifiedDeferred Compensation Table). account balancesunder the Company’s nonqualifieddeferred compensation plans(the account balancesof the Named Pension Benefits Table); (f) lifeinsurancebenefits generally available to all salaried employees; and(g)distributionof of employment (the amounts of these benefits earnedby the NamedExecutive Officersarereportedin the 2019 under the Company’s defined benefit pensionplanspayable following anemployee’s retirement or other termination (d) distributionof vested account balancesunder the Company’s qualified401(k)plan;(e) accrued pensionbenefits welfare benefits provided to substantially allof the Company’s U.S. employees, includingretiree medicalbenefits; including (a) accruedbase salary; (b) annualincentive earned with respect to completed performance periods;(c) retiree basis to allsimilarly situated employees of the Company upon the termination of their employment arenot described, below. Payments or benefits under other plansandarrangements that aregenerally provided onanon-discriminatory control of the Company. The terms applicable to these potential rightsor payments in various situations aredescribed certain rightsor the right to receivepayments in the event of the termination of their employment or uponachangein executive compensation andbenefit plans provide allparticipants (including the NamedExecutiveOfficers) with (including the NamedExecutiveOfficers) who incur aqualifying termination. Inaddition,certainof the Company’s Effective February 3,2020,3Madoptedanew severance plan to provide separation benefits to eligibleU.S. employees in control of the Company. equity compensation or excise tax gross-up payments to any of our NamedExecutiveOfficersin the event of achange Company. Wealsodonot have any agreements that would provide automatic “single-trigger” accelerated vesting of that would provide benefits to any of the NamedExecutiveOfficerssolely in the event of achangeincontrol of the agreements with any of the NamedExecutiveOfficers nor doesithave any changeincontrol plansor arrangements As reflected in the Compensation Discussion and Analysis portionof this Proxy Statement, 3Mhasnoemployment Potential payments upon termination or changeincontrol (4) (3)

occurred prior to the date of the NamedExecutiveOfficer’s retirement) andbasedonactualperformance. respective three-year performance period(prorated to reflect the portionof the three-year performance period that on or before December 31,2017,payment for allpreviously granted performance sharesuponcompletion of the for those NamedExecutiveOfficersinitially appointed to a3Mexecutive positiononor after January 1,2006,and shares granted in the year of retirement) andbasedonactualperformance; and year performance period(prorated to reflect the portionof the year worked only with respect to the performance December 31,2017,payment for allpreviously granted performance sharesuponcompletion of the respective three- for those Named ExecutiveOfficersinitially appointed to a3Mexecutive positionbefore January 1,2006,or after the date of separation; an annualincentive planpayment for the year of retirement, prorated basedon the number of days worked prior to years) of suchoptions; exercise vested stock optionspreviously granted under suchplansduring the remainder of the original term (up to 10 continued vesting of stock optionspreviously granted under the Company’s stock plans,and the opportunity to Dr. Delgado—$1,144,068;andMr. Vale —$280,955 Mr. Roman —$501,252;Mr. Thulin —$5,554,184;Mr. Gangestad—$384,096;Mr. Khandpur —$0;Ms.Bushman107,497; —$ Includes the following amounts that were reportedascompensation for 2017and2018in the Summary Compensation Table: Company’s nonqualifieddeferred compensation plansprovide above-market or preferential earnings. None of these amounts areincludedin the Summary Compensation Table ascompensation earnedin2019,sincenoneof the Named ExecutiveOfficer. account inrespectof his2018annualincentive payment because those amounts were earnedprior to the first year hebecamea Compensation Table doesnot reflect any portionof the 3Mmatching contributions made to Mr. Khandpur’s VIP ExcessPlan individuals during2019areincludedin the “AllOther Compensation” columnof the Summary Compensation Table. The Summary account inrespectof his2018annualincentive payment (paidin2019), allamounts contributed by the Company onbehalf of these Plan andEmployee Stock OwnershipPlan.With the exception of 3Mmatchingcontributions to Mr. Khandpur’s VIP ExcessPlan Companysimilar matching contributions to the 3M Company matching contributions provided under the tax-qualified 3M Voluntary Investment . EXECUTIVE COMPENSATION 85 the 2020 Proxy Statement 2020 Proxy which we refer to as to we refer which ; s final performance rating as of the end of the applicable year (or if none, a performance rating of “fully “fully of rating none, a performance if (or year the applicable the end of as of rating final performance s accelerated vesting and payment of a prorated portion of the participant’s outstanding “annual” restricted stock units, outstanding “annual” restricted stock the participant’s portion of a prorated of vesting and payment accelerated years of the number service over completed the participant’s years of full of the number based on with proration vesting schedule; the original vest under to required the and termination, the participant’s as a result of solely forfeited be will not share awards outstanding performance worked the participant months of the number based on will be prorated each award shares under of number target period; the applicable performance during and account; contribution company VIP the participant’s vesting of full policy. with 3M’s services in accordance outplacement continued payment of his or her annual base salary for a number of months (24 months for the Chief Executive the Chief for (24 months months of a number for annual base salary her his or of payment continued Executive Officers); Named all other for Officer, and 18 months remained employed the participant been paid if have would that payments annual incentive of payment continued the year, using the relevant for based on actual results period, calculated payment the severance of the end through ’ participant the the end of preceding year the in days of the number based on and prorated equivalent), or expectations” meets year); a the end of to period ends prior payment the severance period (if severance the participant’s following rights appreciation options and stock vested stock all exercise to an opportunity such award of date the expiration to and prior termination continued vesting of stock options previously granted under the Company’s stock plans, and the opportunity to to the opportunity plans, and stock the Company’s under granted options previously stock vesting of continued to (up term the original of the remainder plans during such under granted options previously vested stock exercise such options; of years) 10 plans; and stock the Company’s under granted units previously all restricted stock vesting of immediate performance three-year the respective of shares upon completion performance granted all previously for payment period, based on actual performance. immediate vesting of all unvested stock options and restricted stock units previously granted under the Company’s the Company’s under granted units previously and restricted stock options stock all unvested vesting of immediate vested stock all exercise to beneficiaries or estate Executive Officer’s the Named for the opportunity and plans, stock any of date expiration the original beyond (but not death of the date following period two-year the options during option); such stock the following year the March 15 of than no later beneficiaries, or estate Officer’s the Named Executive to payment the same amount shares (in performance granted all previously for died, Officer the Named Executive which in year after occurs death of date the Named Executive Officers if other to shares granted the performance for as paid other such or value target the of the lesser and at such shares, for period performance three-year the the end of three-year the end of the occurs before death of the date if the Committee in its discretion by as determined amount and shares); such for period performance for the life insurance policies provided from the proceeds of beneficiaries Officer’s the Named Executive to payment Executive Life Insurance Plan. the Company’s to pursuant Officer such Named Executive • • • • • • • “Severance Plan”) for certain U.S. executives, including our Named Executive Officers, to provide separation benefits benefits separation provide to Executive Officers, Named including our executives, U.S. certain for Plan”) “Severance an eligible employee Misconduct or for than 3M other by terminated is employment an eligible employee’s the event in the Plan receives the Severance under benefits to who becomes entitled employee An eligible Good Reason. for resigns following: Rights and payments upon a qualifying termination under the severance plan severance the under termination upon a qualifying Rights and payments Plan ( the 3M Executive Severance adopted the Company 3, 2020, February Effective • • • Rights and payments upon termination due to disability to due termination upon Rights and payments entitled the Named Executive Officers are disability, to due employment their of termination the of the event In receive: to • • • Rights and payments upon termination due to death to due termination upon and payments Rights receive: to are entitled Executive Officers the Named death, to due employment their of termination the of the event In EXECUTIVE COMPENSATION 86 outstanding performance shares will beprorated and settled in accordance with the terms of the plan. granted under the Company’s stock plans will beimmediately vested andallof suchNamed ExecutiveOfficer’s described above, allof the NamedExecutiveOfficer’s outstanding unvested stock optionsandrestrictedstock units of Section409A of the Internal Revenue Code), then inaddition to any benefits provided under the Severance Plan in any suchcase within 18months following a“changeincontrol event” of the Company (as defined for purposes granted prior to May 10,2016,reasonsother than Cause) or if aNamedExecutiveOfficer resigns for GoodReason, If the Company terminates aNamedExecutiveOfficer’s employment for reasonsother than Misconduct(or for awards Rights andpayments uponaqualifying termination inconnection with achange incontrol the applicablegrounds. circumstances. An employee must terminate employment for GoodReason within 60days after the first occurrenceof of the initialexistence of suchgrounds, and the Company has30days from the date of suchnotice to curesuch be required to provide written notice to the Company of the grounds for aGoodReason termination within 30days her employer. For terminations that donot occur within 18months following achangeincontrol, the employee will in excess of 100milesin the primary work location at which the employee isrequired to perform services for hisor cash compensation, other than anacross-the-board reduction that applies to allcomparablepositions,or (ii)achange a changeincontrol, “GoodReason”means(i)amaterial diminutionin the employee’s basesalary or annualplanned to perform services for hisor her employer. If the voluntary termination doesnot occur within 18months following planned cashcompensation, or (iii)amaterial changein the geographiclocation at which the employee isrequired in effect immediately prior to the changeincontrol, (ii)amaterial diminutionin the employee’s basesalary or annual control of the Company, (i)amaterial diminutionin the employee’s position,authority,dutiesor responsibilitiesas “Good Reason”means, with respect to a voluntary termination occurring within 18months following achangein the Company or any subsidiary inanadversemanner. (vii) any other intentional misconductby the NamedExecutiveOfficer that significantly affects the businessor affairs of determines constitutesgross negligence or misconductin the performance of hisor her dutiesandresponsibilities; or written agreement with the Company or any subsidiary;(vi) any action(or inaction) by the employee that 3Mreasonably employees, customers, suppliers,insurersor agents; (v) the employee’s material breachof any material provision of any breach of fiduciary duty against the Company or any of itssubsidiariesor affiliates or any of their officers, directors, moral turpitude; (iv) the employee’s commissionof anactof fraud, embezzlement, misappropriation, misconduct,or plea of nolocontendere, or impositionof unadjudicated probation for any felony or indictableoffense or crimeinvolving employee that couldreasonably beexpected to resultin(or hasresultedin) hisor her conviction, pleaof nocontest, reasonable directiveof the Board or hisor her immediate supervisor;(iii) the occurrenceof any actor omissionby the resulting from hisor her disability); (ii) the employee’s willful failure to carry out,or comply with any lawful and “Misconduct” means(i) the employee’s willful failure to substantially perform hisor her duties(other than a failure For purposesof the Severance Plan, the terms “Misconduct”and“GoodReason”mean the following: Executive Officer with agreater post-tax benefit than heor she would receiveif the excise taxes were to apply. the NamedExecutiveOfficer’s “parachutepayments” may bereducedif suchreduction would provide the Named Section 280Gof the Internal Revenue Code, the NamedExecutiveOfficer will not beentitled to a“gross-up.” Instead, excise tax on“parachutepayments” inconnection with achangeincontrol of the Company due to the application of In addition,in the event aNamedExecutiveOfficer’s payments under the Severance Plan would besubject to an claims in favor of the Company in form approved by the Company. be eligible to receivebenefits under the Severance Plan,anemployee mustexecute andnot revoke ageneralreleaseof transaction involving the employee’s businessunitmay beeligible to participate at the discretion of the Company. To retirement policy adoptedby the Board. Employees who terminate inconnection with aspinoff, divestitureor similar The Severance Plandoesnot provide severance benefits to employees who terminate pursuant to amandatory payments will ceasein the event the participant becomesreemployed by 3M. any payments the participant may receiveunder hisor her non-competition agreement with 3M.Inaddition,severance Any severance payments under the S 3M Company EXECUTIVE COMPENSATION 87 y 2020 Proxy Statement 2020 Proxy . The amounts shown below do not reflect payments and benefits available under the Severance the Severance under available and benefits payments reflect do not below shown amounts The . July 1, 2019 July the Named Executive Officers will have the opportunity to exercise vested stock options granted under the under options granted vested stock exercise to the opportunity will have the Named Executive Officers expiration the original beyond (but not date termination the following first 90 days the within plans stock Company’s and forfeited; options are vested stock remaining time any which at option), such stock any of date the Named Executive Officers to shares granted units, and performance stock options, restricted stock all unvested immediately. are forfeited • • (other situations the above the Named Executive Officers in each of each of of on behalf or to payable amounts The situated all similarly to basis on a non-discriminatory provided generally benefits or payments to relating than amounts a change and/or terminated had employment each individual’s that assuming table below, the in is reflected employees) Gangestad, Mr. Roman, 31, 2019, Mr. December of As 31, 2019. had occurred on December the Company of in control retired Thulin Mr. plans). stock 3M’s purposes of for term is defined that (as retire to were eligible and Ms. Bushman the Compan with employment Delgado’s 1, 2019, and Dr. June as of effective the Company with employment from In the event of the termination of their employment for any reason that does not qualify for Severance Plan benefits Plan benefits Severance for qualify does not that reason any for employment their of termination the of the event In as described in control, with a change in connection than other (and disability or death, than retirement, other below): further Rights and payments upon termination for any other reason other any for termination upon Rights and payments “Good Reason” means (i) a material diminution in the Named Executive Officer’s position, authority, duties, or or position, authority, duties, the Named Executive Officer’s in diminution “Good Reason” means (i) a material Executive the Named diminution in (ii) a material the change in control; to prior immediately responsibilities as in effect which at the geographic location change in (iii) a material or annual planned cash compensation; or base salary Officer’s the Company. for services perform to is required the Named Executive Officer “Cause” means a material violation of any policy of the Company, or embezzlement or theft of property belonging to to belonging property of theft or embezzlement or the Company, of policy any of violation “Cause” means a material the Company. ended on “Misconduct” means (i) the Named Executive Officer’s willful failure to substantially perform his or her duties (other duties (other her his or perform substantially to failure willful Officer’s the Named Executive means (i) “Misconduct” comply out, or carry to failure willful Executive Officer’s the Named (ii) disability); her his or from failure resulting than a any of the occurrence supervisor; (iii) immediate her his or or the Board of and reasonable directive lawful with any his in) has resulted result in (or to be expected reasonably could that Named Executive Officer the by omission act or felony any for probation unadjudicated imposition of or nolo contendere, plea of no contest, plea of conviction, her or an act of commission of Officer’s the Named Executive (iv) turpitude; moral crime involving or offense indictable or its of any or the Company against duty fiduciary breach of or misconduct, misappropriation, fraud, embezzlement, the (v) agents; or suppliers, insurers customers, employees, directors, officers, their of any or affiliates subsidiaries or or the Company with written agreement any of provision material any breach of material Named Executive Officer’s the affects significantly that Named Executive Officer the by misconduct intentional other any (vi) subsidiary; or any in an adverse manner. subsidiary any or the Company of affairs business or ” and “Good Reason” “Good Reason” ,” and ,” “Cause terms “Misconduct the awards, incentive long-term outstanding our of purposes For mean the following: 31, 2019. on December in effect not was Plan, as it EXECUTIVE COMPENSATION FOOTNOTES TO 2019POTENTIAL PAYMENTS UPON TERMINATION ORCHANGEINCONTROL TABLE 88 (3) (2) (1) 2019 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE Nicholas C. Gangestad G. ThulinInge Ashish K.Khandpur Michael G. ValeMichael Julie L.Bushman Michael F. Roman Name Joaquin Delgado

Intrinsic values arebasedon the closing priceof ashareof 3Mcommon stock on the NYSE for December 31,2019($176.42). vest upon the occurrenceof the respective triggering events inaccordance with the existing contractual terms of the stock options. The amounts in this columnreflect the intrinsic value onDecember 31,2019,of unvested, in-the-money 3Mstock options that will closing priceof ashareof 3Mcommon stock on the NYSE for December 31,2019($176.42). the occurrenceof the respective triggering events inaccordance with the terms of the awards. Share values arebasedon the The amounts in this columnreflect the value of the sharesunderlying the unvested 3Mrestrictedstock units that would vest upon accordance with the terms ofaccordanceawards. with theterms the the NYSE for December 31,2019($176.42)), and which would bepaidupon the occurrenceof the respective triggering events in three-year performance periodhasnot beencompleted (adjusted to reflect the closing price of ashareof 3Mcommonstock on The amounts in this columnreflect the value of performance shareawards under the 2016Long-Term Incentive Plan for which the 3M Company Death Other Reason Retirement Retirement Change inControl in connection with a Qualifying Termination Disability Change inControl in connection with a Qualifying Termination Change inControl in connection with a Qualifying Termination Death Disability Disability Disability Retirement Other Reason Change inControl in connection with a Qualifying Termination Other Reason Death Retirement EmploymentDue to… Termination of Death Other Reason Death Retirement Retirement Change inControl in connection with a Qualifying Termination Disability Other Reason Other Reason

(5) 1,750,000 Severance Cash ($) — — — — — — — — — — — — — — — — — — — — — — — — — — Share Awards Performance Outstanding 3,566,845 2,351,326 1,818,367 1,131,850 1,142,458 2,101,868 1,829,475 3,329,574 , , 5 3 9,2 7 7,1 954,942 ($) (1) — — — — — — — — — — — — — — — — — 1,097,509 1,097,509 1,097,509 Unvested RSUs ($) (2) — — — — — — — — — — — — — — — — — — — — — — — — Unvested Options 11,495 11,495 10,910 10,910 , 6 1 7,2 1 , 6 1 7,2 1 ($) 6,557 6,557 8,651 8,651 (3) — — — — — — — — — — — — — — — — — 2,900,846 3,000,000 3,000,000 2,760,000 2,614,000 Insurance Proceeds ($) Life (4) — — — — — — — — — — — — — — — — — — — — — — 10,190,730 3,578,340 2,933,092 4,600,385 1,138,407 4,971,883 1,750,000 5,011,365 1,151,109 7,444,299 1,097,509 965,852 Total ($) — — — — — — — — — — — — — — — EXECUTIVE COMPENSATION 89 2020 Proxy Statement 2020 Proxy The amounts in this column reflect the life insurance proceeds that would be payable to each individual’s beneficiary or or beneficiary individual’s each to be payable would that proceeds the life insurance column reflect this in amounts The such plan, individuals Under Life Insurance Plan. the Executive them under for obtained the policies to pursuant beneficiaries is provided that insurance coverage additional life 31, 2003, receive August before position on or executive an to first appointed additional group 1, 2003, receive September after on or first appointed and individuals life insurance policy a universal through coverage. term life insurance more information For agreement. a separation terms of the under Delgado Dr. to made the payment reflects shown amount The Statement. Proxy this on page 61 of pay” “Separation section entitled the Delgado, see Dr. with the arrangement concerning

As determined in accordance with Item 402 of Regulation S-K, the 2019 annual total compensation was $18,321,566 was compensation total the 2019 annual S-K, Regulation 402 of with Item in accordance determined As salary, overtime, include base these amounts things, Among other median employee. our for and $57,494 CEO our for during 2019), granted awards of value fair date the grant on (based compensation stock-based payments, incentive total CEO’s our of the ratio this manner, in calculated As plan contributions. and retirement values changes in pension 1. to 2019 is 319 year fiscal for compensation total median employee’s our to compensation The median employee was selected from among 90,823 full-time, part-time, temporary, and seasonal workers who workers temporary, and seasonal part-time, full-time, among 90,823 from selected was median employee The 1,575 employees we excluded S-K, Regulation of 402(u) Item permitted by As 31, 2017. December as of were employed Safety Scott acquisition of our during 2017 as part of the Company who joined employees) (including 966 non-U.S. acquisition Safety the Scott basis of the on excluded the employees for Except this determination. when making foreign for the de minimis exemption to pursuant (whether employees other any exclude we did not in 2017, completed permitted exclusion). other any or employees In determining the ratio below, we began by using the same median employee (a full-time production employee in employee production full-time (a employee the same median using we began by below, the ratio In determining 2018 and 2019 proxy included in our the ratio calculating of purposes for identified States) the Midwestern United arrangements compensation employee or population employee been changes in our not there have because statement based identified was initially employee median The disclosure. ratio pay the impact significantly would we believe that total these purposes, annual For 31, 2017. December as of each employee for cash compensation total annual target on commissions, and comparable cash elements cash incentives, wages, hourly or included base salary cash compensation were All amounts human resources records. using internal calculated was jurisdictions and non-U.S. in compensation of on paid or hires, employees year, such as new the entire for work who did not employees permanent for annualized adjustments cost-of-living any apply We did not duty. active military for called and employees absence of unpaid leave the calculation. as part of Pay ratio Pay median our of compensation total annual the to CEO our of compensation total annual of the ratio is below Presented with consistent in a manner calculated a reasonable estimate reflects ratio The 2019. for CEO) our (excluding employee 1934. Act of the Securities Exchange under S-K Regulation of 402(u) Item (5) (4) Shareholder proposal

Shareholder proposal

PROPOSAL Shareholder Proposal on Setting Target Amounts for CEO Compensation • Shareholder proposal on setting target amounts for CEO compensation, if properly presented at 4 the meeting. • See the Board’s opposition statement.

3M has received a shareholder proposal from the United Steelworkers, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, 60 Boulevard of the Allies, Pittsburgh, PA 15222, the owner of 68 shares of 3M common stock (the “Proponent”). The Proponent has requested that the Company include the following proposal and supporting statement (in italics) in its proxy statement for the Annual Meeting of Shareholders. The proposal may be voted on at the Annual Meeting only if properly presented by the Proponent or the Proponent’s qualified representative. For the reasons set forth following the Proponent’s statement, your Board of Directors recommends that you vote “AGAINST” this proposal.

RESOLVED: Shareholders of 3M Corporation (the “Company’’) request that the Compensation Committee of the Board of Directors take into consideration the pay grades and/or salary ranges of all classifications of Company employees when setting target amounts for CEO compensation. The Compensation Committee should describe in the Company’s proxy statements for annual shareholder meetings how it complies with this requested policy. Compliance with this policy is excused if it will result in the violation of any existing contractual obligation or the terms of any existing compensation plan.

SUPPORTING STATEMENT Like at many companies, our Company’s Compensation Committee uses peer group benchmarks of what other companies pay their CEOs to set its target CEO compensation. These target pay amounts are then subject to performance adjustments. To ensure that our Company’s CEO compensation is reasonable relative to our Company’s overall employee pay philosophy and structure, we believe that the Compensation Committee should also consider the pay grades and/or salary ranges of Company employees when setting CEO compensation target amounts.

This proposal does not require the Compensation Committee to use other employee pay data in a specific way to set CEO compensation targets. Under this proposal, the Compensation Committee will have discretion to determine how other employee pay should impact CEO compensation targets. The Compensation Committee also will retain authority to use peer group benchmarks and/or any other metric to set CEO compensation target amounts. Over time, using peer group benchmarks to set CEO compensation can lead to pay inflation. Although many companies target CEO compensation at the median of their peer group, certain companies have targeted their CEO’s pay above median. In addition, peer groups can be cherry-picked to include larger or more successful companies where CEO compensation is higher. (Charles Elson and Craig Ferrere, “Executive Superstars, Peer Groups and Overcompensation,” Journal of Corporation Law, Spring 2013).

90 3M Company SHAREHOLDER PROPOSALS 91 2020 Proxy Statement 2020 Proxy this proposal. Proxies solicited by the solicited by Proxies this proposal. fficers as disclosed in last year’s Proxy Statement. Proxy year’s fficers as disclosed in last “AGAINST” xecutive o this proposal unless a shareholder indicates otherwise in voting voting in otherwise indicates a shareholder unless this proposal “AGAINST” the proxy. The Board of Directors unanimously recommends a vote vote recommends a unanimously Directors of Board The Board of Directors will be voted voted will be Directors of Board The Compensation Committee already reviews and considers the ratio of annual total compensation of our Chief Chief our of compensation total annual of the ratio and considers reviews Committee already Compensation The Executive Officer), Chief our (excluding median employee our of compensation total the annual to Executive Officer the Compensation to perspective a similar provides believes the Company which statement, the proxy as reported in programs compensation and different 3M has operations the Company. to cost no incremental Committee at coordination require substantial would the proposal with Compliance world. the around in about 70 countries the of classifications” on “all data the necessary transmit collect and to countries foreign in with local employees analyzed and be carefully to need would which all of worldwide, employees 96,000 approximately Company’s the with implementing associated burden time, cost, and resource the that believes Company The summarized. offer. to be able may the resulting information that benefit incremental any by warranted is not proposal The Company already maintains global compensation principles that are intended to ensure that its compensation its compensation that ensure to are intended that principles global compensation maintains already Company The principles align These employees. and non-executive executive both to applied and reasonable as fair practices are to and seek performance individual and enterprise-wide both balance vision and strategies, the Company’s with are that the markets the median range of in positioning with consistent benefits and wages competitive provide the and support monitor To skills, and performance. responsibilities, based on roles, employees to most relevant premier other those of to components compares its pay also periodically the Company this program, of effectiveness qualified, a highly and motivate retain, and attract, competitive stay to necessary them as companies, and adjusts its executives. for just not the organization, throughout levels all at workforce diverse current the Company’s shareholders support our of majority the overwhelming that believes Directors of Board The portion Analysis and Discussion the Compensation in described in more detail As program. compensation executive to and seeks philosophy pay-for-performance a strong emphasizes program the current Statement, Proxy this of the interests with officers executive and other Executive Officer Chief the Company’s of the compensation align say-on-pay the Company’s cast on votes the of 95 percent 3M shareholders. In 2019, approximately long-term of the named e of the compensation approved proposal RECOMMENDATION OF THE BOARD OF RECOMMENDATION 3. 1. 2. After careful consideration, and for the reasons set forth below, the Board believes that it is not in the best interests of of the best interests in is not it that believes the Board below, forth reasons set the for and consideration, careful After resolution. the proposed approve to its shareholders 3M or Board’s statement opposing the proposal opposing statement Board’s For those reasons, we urge you to vote in favor of this proposal. of in favor vote to you those reasons, we urge For The current system of using peer group benchmarks, without taking into account the pay grades or salary ranges of all of ranges salary or grades pay the account taking into without group benchmarks, using peer of system current The average that of outpacing far pay CEO of the effect has had compensation CEO when determining employees, company the Company, our For employee. median their that of times 287 made 500 CEO S&P the average In 2018, employees. Working of State The the 2006 report to According to 1. 302 was ratio calculated in 2018 employee CEO/median to 1 in to 248 to 1 in 1989, to 71 to 1 in 1979, has risen from 35 pay to average worker pay CEO the ratio of America average company of the pay account into taking without compensation CEO determining of system current The 1998. woman the man or what it is and company who make our the workers between to glaring inequality has led employees who sits at the top. Stock ownership information

Stock ownership information

Security ownership of management

The following table includes all 3M stock-based holdings, as of February 29, 2020, of the directors and the Named Executive Officers set forth in the Summary Compensation Table, and the directors and executive officers as a group.

COMMON STOCK AND TOTAL STOCK-BASED HOLDINGS

Restricted Stock Deferred Percent Name and principal position Stock(1) Units(2) Stock(3) Total(4) of Class Thomas “Tony” K. Brown, Director — — 6,753 6,753 (5) Pamela J. Craig, Director — — 1,002 1,002 (5) David B. Dillon, Director 1,200 — 4,255 5,455 (5) Michael L. Eskew, Director — — 42,659 42,659 (5) Herbert L. Henkel, Director — — 36,988 36,988 (5) Amy E. Hood, Director 24 — 2,139 2,163 (5) Muhtar Kent, Director — — 13,458 13,458 (5) Edward M. Liddy, Director — — 58,999 58,999 (5) Dambisa F. Moyo, Director 1,430 — 104 1,534 (5) Gregory R. Page, Director 4,000 — 5,159 9,159 (5) Patricia A. Woertz, Director 2,580 — 1,002 3,582 (5) Michael F. Roman, Chairman of the Board, President and 313,845 — 29,221 343,066 (5) Chief Executive Officer Inge G. Thulin, Former Executive Chairman of the Board 1,344,758 — 201,328 1,546,086 (5) Nicholas C. Gangestad, Senior Vice President and 3 0 7,927 6,221 20,564 334,712 (5) Chief Financial Officer Ashish K. Khandpur, Executive Vice President, 1 4 7,408 — 13,250 160,658 (5) Transportation and Electronics Business Group Julie L. Bushman, Executive Vice President, 296,714 — — 296,714 (5) International Operations Joaquin Delgado, Former Executive Vice President, 272,269 — — 272,269 (5) Consumer Business Group Michael G. Vale, Executive Vice President, 320,435 — 33,690 354,125 (5) Safety and Industrial Business Group All Directors and Executive Officers as a Group (25 persons) 2,139,990 11,666 304,103 2,455,759 (5)

FOOTNOTES TO COMMON STOCK AND TOTAL STOCK-BASED HOLDINGS TABLE

(1) This column lists beneficial ownership of 3M common stock as calculated under Securities and Exchange Commission rules. Unless otherwise noted, voting power and investment power in the shares are exercisable solely by the named person, and none of the shares are pledged as security by the named person. In accordance with Securities and Exchange Commission rules, this column also includes shares that may be acquired pursuant to stock options that are or will be exercisable within 60 days of February 29, 2020, as follows: Mr. Roman — 295,265 shares, Mr. Thulin — 1,252,340 shares, Mr. Gangestad — 289,986 shares, Mr. Khandpur — 143,571 shares, Ms. Bushman — 257,786 shares, Mr. Delgado — 248,092 shares and Mr. Vale — 301,269 shares. This column includes the following shares over which the named person shares voting and/or investment power: Mr. Khandpur — 1,573 shares held by a family member.

92 3M Company STOCK OWNERSHIP INFORMATION 93 7.3 6 7.3 0 8.78 Percent of Class of

Owned 41,713,628 50,504,075 42,320,337 Beneficially 2020 Proxy Statement 2020 Proxy Common Stock

(2) 3M Retiree Welfare Benefit Plan utilize State Street Global Advisors, an affiliate of State Street Bank and Street State of an affiliate Advisors, Global Street Plan utilize State Welfare Benefit the 3M Retiree (1) (3) million in 2019 to State Street Bank and Trust Company and its affiliates, a majority of which was paid by the participants in the participants paid by was which of a majority and its affiliates, Trust Company Bank and Street State to million in 2019 In a Schedule 13G/A filed with the Securities and Exchange Commission on February 12, 2020, The Vanguard Group reported Group Vanguard The 12, 2020, and Exchange Commission on February the Securities with filed In a Schedule 13G/A with respect power voting 869,956 shares, shared to with respect power voting 31, 2019, it had sole December as of that, to with respect power 49,524,158 shares, and shared dispositive to with respect sole dispositive power 153,602 shares, to Inc., Group, Vanguard The of subsidiary wholly-owned a Trust Company, Fiduciary Vanguard that also reported 979,917 shares. It its serving as investment as a result of outstanding stock 3M common of percent 0.11 shares or 674,130 of owner the beneficial is of subsidiary wholly-owned a Ltd., Australia, Investments Vanguard that reported further It trust accounts. collective of manager outstanding as a result 3M common stock of percent 0.08 491,319 shares or of owner the beneficial Inc., is Group, Vanguard The to services management investment provides Vanguard offerings. investment Australian of manager its serving as investment of Plan Investment Voluntary 3M The vehicle. fund a co-mingled mutual through the U.S. plans in contribution defined the Company’s choices. investment contribution defined their in this investment Plan use the 3M Savings Ownership Plan and Stock and Employee disclosed as an fully basis and on a daily fund NAV the into fund are incorporated the of management investment for Fees paid plans and are not contribution defined the Company’s in participants are paid by fees these a result, As fund. the for ratio expense fees paid The decisions. allocation the plan participant based on fluctuate will fees the of amount total The the Company. paid by the services provided. for be reasonable to plans and are determined the retirement fiduciaries of the by are reviewed In a Schedule 13G filed with the Securities and Exchange Commission on February 13, 2020, State Street Corporation reported Corporation Street 13, 2020, State the Securities and Exchange Commission on February with filed In a Schedule 13G and shared 3M common stock 34,053,004 shares of to with respect power voting shared 31, 2019, it had December as of that, were held as these shares, 11,668,839 shares Of 3M common stock. 42,314,931 shares of to with respect dispositive power Plan and Employee Investment Voluntary the Company’s plans, including certain 3M savings for manager investment trustee or Trust Company Bank and Street plans. State savings which are 401(k) retirement Plan, the 3M Savings Ownership Plan and Stock benefit employee of and a number the Company to finance services and corporate management, investment custody, provides the Ownership Plan, Stock Plan and Employee Investment Voluntary 3M The and its affiliates. the Company plans sponsored by Plan, and 3M Savings Trust Company, as an investment manager. State Street Bank and Trust Company also provides custody services for the Company’s the Company’s for services custody also provides Trust Company Bank and Street State manager. as an investment Trust Company, $3 billion 3M Company’s of is a participant Trust Company Bank and Street State Further, the U.S. plans in contribution defined fees of paid plans benefit employee various the and the Company total, In 15, 2019. November dated credit agreement five-year $1.6 the funds held by the will charge Trustee the Ownership Plan. In addition, Stock Plan and Employee Investment Voluntary the 3M fee and administration Plan an annual the 3M Savings Ownership Plan and Stock Plan and Employee Investment Voluntary 3M the credit to respect (with the Company by fees paid are reviewed The NAV. funds’ the into incorporated which are fees transaction the services provided. for be reasonable to plans and are determined benefit employee the fiduciaries of the and agreement) This column reflects restricted stock units that generally vest over a three- to five-year period, assuming continued employment employment continued assuming period, five-year to three- a vest over generally that units stock restricted column reflects This voting have not do officers executive The in some cases). the Company, from retires the individual until (or vesting date each until this column. in the shares listed to with respect power This column reflects shares earned by the directors as a result of their service on the Board of Directors, the payout of which has of the payout Directors, of the Board on service their result of as a directors the by shares earned column reflects This of also includes shares column This Directors. of the Board on membership their of termination the following until been deferred the Company from retirement their following receive to are entitled officers the executive which common stock the Company’s Company’s the under granted share awards performance their of the payout a portion of all or defer to election their as a result of the shares listed in to with respect power voting have officers the executive nor the directors Neither plan. incentive long-term this column. This column shows the individual’s total 3M stock-based holdings, including the securities shown in the “Stock” column (as described (as column the “Stock” in the securities shown holdings, including 3M stock-based total the individual’s shows column This 3). in note described (as column Stock” the “Deferred in 2), and described in note column (as Units” the “Restricted Stock 1), in in note than less owned beneficially as a Group, and Executive Officers All Directors individually, and officer and executive Each director the Company. of common stock the outstanding of one percent

State Street Financial Center Street State Lincoln Street One 02111 MA Boston, Inc. BlackRock, 100 Vanguard Blvd. 100 Vanguard 19355 Malvern, PA Corporation Street State The Vanguard Group Vanguard The Name/address 55 East 52nd Street 10055 NY York, New (2) (1) Security ownership of certain beneficial owners owners certain beneficial of ownership Security the outstanding shares of 5 percent than more of owners beneficial regarding information forth table sets following The 3M common stock. of (4) (5) (3) (2) STOCK OWNERSHIP INFORMATION 94 (3)

paid arereviewed by the fiduciaries of the employee benefit plansandaredetermined to bereasonable for the servicesprovided. and the 3MSavings Plananannualadministration fee and transaction fees which areincorporated into the funds’ NAV. The fees Plan. Inaddition, the Trustee will charge the funds heldby the 3M Voluntary Investment PlanandEmployee Stock OwnershipPlan affiliates, amajority of which was paidby the participants in the 3M Voluntary Investment PlanandEmployee Stock Ownership management services.In total, the various employee benefit planspaid fees of $2.7 millionin2019 to BlackRock, Inc.andits Employee Stock OwnershipPlan, the 3MSavings Planand the 3MCanadaCompany Master Trust utilize these investment several employee benefit planssponsoredby the Company anditsCanadianaffiliate. The 3M Voluntary Investment Planand Stock OwnershipPlanand the 3M Savings Plan.BlackRock, Inc.anditsaffiliates provide investment management services to 41,713,628 shares,of which 30,795shares were heldasinvestment manager for the 3M Voluntary Investment PlanandEmployee of December 31,2019,ithadsole voting power with respect to 35,673,569sharesandsoledispositivepower with respect to In aSchedule13G/A filed with the SecuritiesandExchangeCommissiononFebruary 5,2020,BlackRock, Inc.reported that, as 3M Company Other information

Other information

Proxy statement

The Board of Directors (the “Board”) of 3M Company, a Delaware corporation (“3M” or the “Company”) is soliciting proxies for the Company’s Annual Meeting of Shareholders. You are receiving a Proxy Statement because you own shares of 3M common stock that entitle you to vote at the meeting. By use of a proxy you can vote, whether or not you attend the meeting. The Proxy Statement describes the matters we would like you to vote on and provides information on those matters so you can make an informed decision.

The information included in this Proxy Statement relates to proposals to be voted on at the meeting (if properly presented), the voting process, 3M’s Board and Board committees, the compensation of directors and certain executive officers, and other required information.

Purpose of the Annual Meeting

The purpose of the Annual Meeting is to elect the directors identified in this Proxy Statement and to conduct the business described in the Notice of Annual Meeting.

Annual Meeting Admission

How do I attend the 2020 Annual Meeting? What do I need to bring?

Only shareholders who held shares of 3M common stock as of the close of business on March 17, 2020, the record date, are invited to attend the Annual Meeting. To attend the meeting, you will need to pre-register and bring an admission ticket and a valid government issued photo identification. You will need to RSVP and print an admission ticket in advance by visiting www.proxyvote.com and following the instructions there. You will need the 16-digit control number to access www.proxyvote.com. You can find your control number on:

• your proxy card included in this Proxy Statement if it was mailed to you; • your Notice of Internet Availability of Proxy Materials if you received proxy materials via electronic delivery; or • your voting instruction card if you hold your shares in street name through a broker or other nominee.

If you are not a record date shareholder, you may be admitted to the meeting only if you have a valid legal proxy from a record date shareholder who has pre-registered and obtained an admission ticket. You must present that proxy and admission ticket, as well as a valid government issued photo identification, at the entrance to the meeting.

On the day of the meeting, an admission ticket, along with a valid government issued photo identification such as a driver’s license or passport, must be presented in order to be admitted to the Annual Meeting. Please note that seating is limited, and admission is on a first-come, first-served basis.

For questions about admission to the Annual Meeting, please contact us at 1-800-3M HELPS (1-800-364-3577).

If you do not provide photo identification or comply with the other procedures outlined here, you will not be admitted to the Annual Meeting.

Use of cameras, recording devices, computers and other electronic devices, such as smartphones and tablets, will not be permitted at the meeting. For security reasons, you will be required to pass through metal detection screening before being granted access to the meeting. No large bags or packages are allowed at the meeting.

2020 Proxy Statement 95 OTHER INFORMATION 96 below — the information in the box isanexample only — your number will bedifferent andisunique to you). printed in the box markedby the arrow located on your Notice of Internet Availability of Proxy Materials (see example Go to How doI view the proxy materials online? Proxy Materials. copies of the proxy materials, with paper copiesof the proxy materials insteadof the Notice of Internet Availability of We areproviding someof our shareholders,includingshareholders who have previously requested to receivepaper A Why didIreceiveaprintedcopy of the proxy materials andnot the Notice of Internet proxy materials. proxy materials electronically conservesnatural resourcesandreduces the costsof printing anddistributingour form by mailor to access them electronically inconnection with future distributionsof proxy materials. Distributing in the notice. Inaddition, the notice contains instructionsonhow you may request to receiveproxy materials inprinted by mail.Instructionsonhow to access the proxy materials over the Internet or to requestapaper copy may be found the ability to access the proxy materials over the Internet and to request to receiveapaper copy of the proxy materials to the proxy voting website. All shareholdersreceiving the Notice of Internet Availability of Proxy Materials will have should have receivedane-mailcontaining alink to the website where the proxy materials areavailable, as well asalink to someof our shareholders who previously consented to electronic delivery of proxy materials. Those shareholders instead of apaper copy of the proxy materials. Inaddition, we areproviding the notice andproxy materials by e-mail Internet. As aresult, we aremailing to many of our shareholdersaNotice of Internet Availability of Proxy Materials The SecuritiesandExchangeCommissionallows companies to furnish their proxy materials to shareholders over the proxy materials? Why didIreceiveaNotice of Internet Informationabout the contr participate, vote andexamine the listof shareholdersof record by accessingadesignated website using your 16-digit to hold the meeting solely by meansof remote communication online.In that event, you or your proxyholder could our Annual Meeting inperson, we will publicly announce,assoonpracticable before the meeting, adetermination We areactively monitoring the coronavirus (COVID-19) situation. In the event itisnot possibleor advisable to hold Annual Meeting? Could emerging developments regarding the coronavirus affect our ability to holdanin-person by visiting If you areunable to attend the Annual Meeting, you canlisten to the live webcast of the businessportionof the meeting How doIlisten to the live webcast? vailability Materials? of Proxy ol number. Pleasemonitor our investor relations website at https://investors.3m.comfor updated information. 3M Company www.proxyvote.com and follow the instructions to view the materials. You will need to provide the control number http://investors.3M.com, or www.3M.com under Investor Relations — Annual Meeting LiveWebcast. 1234 567890123456 Notice of Internet A vailabilityof the A vailability Materials of Proxy roxy Materials andnot the printed Proxy OTHER INFORMATION 97

2020 Proxy Statement 2020 Proxy aterials by e-mail rather rather e-mail Proxy of by Materials vailability A If your shares are registered directly in your name with 3M’s transfer agent, EQ Shareowner Services, EQ Shareowner agent, transfer with 3M’s name your in shares are registered directly your If Availability Internet of the Notice those shares and of record of the shareholder are considered you are being sent materials these proxy of delivery, a copy requested paper you if or Materials, Proxy of proxy voting your grant to the right have you record, of the shareholder As 3M. by you to directly telephone, as by or the Internet on vote also may You the meeting. in person at vote to 3M or to directly the heading “Voting under and below Materials Proxy of Availability Internet of the Notice described in methods.”

By sending an E-mail sending an By the in printed number the control the subject line in provide (simply [email protected] to Send information no other Materials; Proxy of Availability Internet of Notice your from the arrow by marked box is necessary). By Internet By ; www.proxyvote.com at Logon Telephone By or 1-800-579-1639; at toll-free Call Please note that you MAY NOT USE your Notice of Internet Availability of Proxy Materials to vote your shares; it is NOT a form for for form a shares; it is NOT your vote to Materials Proxy of Availability Internet of Notice your USE NOT MAY you that Please note count. will not vote that shares, your vote to in an attempt Materials Proxy of Availability Internet of Notice the return you If voting. visit: www.sec.gov/spotlight/ please Materials, Proxy of Availability Internet of the Notice about information more For proxymatters/e-proxy.shtml Shareholder Record of Most 3M shareholders hold their shares through a broker, bank, trustee, or other nominee (which for simplicity we simplicity for nominee (which other trustee, or bank, a broker, through shares their Most 3M shareholders hold there are some summarized below, As name. own their in than directly nominee”) rather other or as a “broker to refer beneficially: those owned and record held of shares distinctions between Shareholders entitled vote to is entitled date, the record on March 17, 2020, business the close of of outstanding as common stock our Each share of were there date, that of As the meeting. before brought properly on each matter Annual Meeting the at vote one to issued and outstanding. stock common 575,260,717 shares of or via www.proxyvote.com e-mail by future meetings for materials proxy receive to request may You nternet Internet of Notice my receive to Can I request than by mail? than by future access to choose you If instructions. enrollment delivery the electronic follow and www.investordelivery.com those where website the to a link with instructions containing will receive an e-mail you electronically, materials proxy will e-mail by materials access proxy to election Your website. voting proxy the to and a link are available materials it. terminate you until remain in effect What if I prefer to receive a paper copy of the proxy materials? the proxy of copy a paper receive to I prefer if What Statement, Proxy Annual Meeting, of the Notice (including materials the proxy of copy a paper request easily can You control the provide to will need You below. three methods the using one of by no cost at Annual Report) and 2019 (see Materials Proxy of Availability Internet of Notice your on located the arrow marked by the box in printed number you). to and is unique be different will number your — only example is an box the in information the — above example OTHER INFORMATION 98 Board recommends that you vote your sharesasindicated below. The following proposals areincludedin this Proxy Statement andarescheduled to be voted onat the meeting. 3M’s Proposals you are asked to vote onand the Board’s votingrecommendations proxy for another candidate or candidates asmay benominated by the Board of Directors. meeting. If any of our nominees isunavailable asacandidate for director, the above-named proxy holders will vote your Ivan K. Fong — will have the discretion to vote your sharesonany additionalmatters properly presented for a vote at the card, any of the personsappointed by the Board as proxy holders—Michael F. Roman, Nicholas C. Gangestad, and for a vote at the Annual Meeting. If you grant aproxy by telephone, Internet, or by signing andreturning your proxy Other than the proposals describedin this Proxy Statement, the Board isnot aware of any other matters to bepresented 1. Proposals: Owner Beneficial 4. 3. 2. Accounts Plan ofone year. this Proxy Statement, each for a term Elect the eleven directors identified in at the meeting. at the compensation, if properly presented target amounts for CEO Shareholder proposal onsetting executive officers. the compensation of our named Approve, onanadvisory basis, accounting firmfor2020. 3M’s independent registeredpublic PricewaterhouseCoopers LLP as Ratify the appointment of 3M Company directors andapproveofeach the but not with respect to Proposals 1,3,or 4,asdescribedbelow under “Voting requirements to your broker or other nominee,it will have discretion to vote your shares with respect to Proposal 2, Materials andbelow under the heading“Voting methods.” If you fail to provide voting instructions to also vote on the Internet or by telephone, asdescribedin the Notice of Internet Availability of Proxy or other nomineeisobligated to provide you with a voting instructioncard for you to use. You may person at the meeting, unless you obtain alegalproxy from the broker or other nominee. Your broker the meeting. However, since you arenot the shareholder of record, you may not vote these sharesin have the right to direct your broker or other nomineeonhow to vote andarealsoinvited to attend nominee who isconsidered the shareholder of record of those shares. As the beneficial owner, you held instreet nameand these proxy materials arebeing forwarded to you by your broker or other If your sharesareheldby abroker or other nominee, you areconsidered the beneficial owner of shares following these instructions, the trustee will vote your sharesasdescribedin the proxy card. by following the same voting instructions.If you fail to direct the trustee how to vote your sharesby proportionate number of allocated sharesof commonstock for which ithasnot receiveddirection Employee Stock OwnershipPlanor the 3MSavings Planmay alsodirect the trustee how to vote a and below under the heading“Voting methods.” Participants in3M’s Voluntary Investment Planand and submitting the proxy card asdescribedin the Notice of Internet Availability of Proxy Materials on how to vote the sharesallocated to their account via the Internet, by telephone, or by signing Investment PlanandEmployee Stock OwnershipPlanor the 3MSavings Planmay direct the trustee and the trustee of the plansisconsidered the shareholder of record. Participants in3M’s Voluntary Ownership Planor the 3MSavings Plan, you areconsidered the beneficial owner of these shares If your sharesareheldin your account in the 3M Voluntary Investment PlanandEmployee Stock Recommendations: Board’sThe Voting Board nominee to the “AGAINST” “FOR” “FOR” “FOR” escribed in this proposals described

each See the Board’s opposition statement. performance. units as well as their individual of the Company anditsbusiness performance compensationthe with appropriately alignsour executives’ Our executive compensation program to retain PwC. of the Company anditsshareholders believes that itisin the bestinterests Committee the Audit(“PwC”), of PricewaterhouseCoopers LLP qualifications andperformance Based onitsassessment of the shareholders. can represent the interests of all and qualifications to the Board and leaders who bringamixof skills Our nomineesaredistinguished Rationale for Support: roxy statement.” proxy Details: For Further Page 90 Page 50 Page 46 Page 13 elect

OTHER INFORMATION 99 2020 Proxy Statement 2020 Proxy The presence of the holders of a majority of the outstanding shares of common stock entitled to vote vote to entitled stock common of the outstanding shares of a majority the holders of of presence The quorum. constitute a to is necessary proxy, by represented or in person present Annual Meeting, the at quorum. a determining of purposes for present as are counted non-votes” and “broker Abstentions for nominee holding shares other or broker when a occurs non-vote” a “broker discussed below, As nominee does other or the broker because proposal on a particular vote does not owner a beneficial the from received instructions not and has proposal that for power voting discretionary have not owner. beneficial matters shares in “routine” clients’ their vote to authority discretionary have rules, brokers NYSE Under firm) so registered public accounting independent PwC as our of the ratification 2, (including Proposal least at the broker to instructions voting provide shares did not those of owner beneficial the long as the say-on-pay and proposals, shareholder elections, Director meeting. the shareholder before ten days your provide do not you a result, if As these purposes. for matters considered “routine” are not proposal, on voting from will be prohibited broker your shares, your vote to how to as with instructions broker proposals. those to with respect non-vote” 1, 3, and 4, resulting in a “broker Proposals Plan and Investment Voluntary the 3M in than as a participant (other owner are a beneficial you If to nominee is permitted other or broker your Plan), Savings the 3M Plan or Ownership Stock Employee registered public independent as our LLP PricewaterhouseCoopers of the ratification shares on your vote you. from instructions voting receive it does not if 2020, even for firm accounting cast (which votes of the majority of vote the is elected by each director Bylaws, 3M’s with In accordance that cast “against” votes of the number election exceeds a director’s cast “for” votes of the number means or “for” cast either vote as a counted not non-votes” and “broker with “abstentions” election, director’s the election of for this meeting election at director’s that to with respect election) director’s that “against” which a quorum is present. at directors incumbent which any under established procedures Committee has Governance and Nominating The an the event In the Board. to resignation her his or tender to shall offer elected who is not director and the Nominating the election, cast in votes the of a majority receive to fails director incumbent shall make Directors, of the Board by committee designated such other Committee, or Governance such of the resignation reject accept or to whether to as Directors of Board the to a recommendation the shall act on Directors of Board The taken. action should be other whether or director, incumbent issuing disclose (by and publicly recommendation, the Committee’s account taking into resignation, its Securities and Exchange Commission) the with disclosure filing appropriate a press release and decision the behind the rationale is rejected, such resignation and, if the resignation decision regarding and Governance Nominating The the election results. of certification following days (90) within ninety its decision each may in making Directors of the Board and Committee in making its recommendation and relevant. appropriate consider they that information and other factors any consider tenders who the election and cast in votes the of receive a majority to fails who director An incumbent shall remain active and engaged in described above the procedures to pursuant resignation her his or to whether decide the Board Committee and and Governance the Nominating while activities Board that it is expected taken. However, action should be other whether or reject such resignation, accept or and Governance the Nominating by proceedings in any participate shall not director such incumbent to whether or resignation, reject such director’s accept or to whether regarding the Board Committee or such director. to with respect action take other the elected and is not director for a nominee if or resignation, accepts a director’s Directors of the Board If pursuant vacancy the resulting fill may Directors of the Board then director, an incumbent nominee is not the to Bylaws. the at proxy by represented in person or those shares present of a majority of vote “FOR” affirmative The the tabulating 2, 3, and 4. In Proposals appr

Quorum Broker Voting Election of All Other Proposals Directors Voting requirements to elect directors and approve each of the proposals the proposals of each approve and directors elect to requirements Voting statement proxy this in described OTHER INFORMATION 100 by telephone, or by signingandreturning the proxy card by 10:59p.m.,Central Daylight Time, onMay 10,2020. Employee Stock OwnershipPlanand the 3MSavings Planmay instruct the trustee how to vote their shares via the Internet, a day, upuntil 10:59p.m.,Central Daylight Time, onMay 11,2020. Participants in3M’s Voluntary Investment Planand do not need to return your proxy card. Telephone and Internet voting for shareholdersof record will beavailable 24hours to allow you to confirm that your instructionshave beenproperly recorded. If you vote by telephone or on the Internet, you The Internet and telephone voting procedures aredesigned to authenticate shareholdersby useof acontrol number and other nominee. Materials or proxy card or, for sharesheldinstreet name, the voting instructioncard provided by your broker or Please refer to the summary instructionsbelow and those includedon your Notice of Internet Availability of Proxy counted if you later decidenot to attend the Annual Meeting. Annual Meeting, we recommend that you vote your sharesinadvance asdescribedbelow so that your vote will be In mostinstances, you will beable to do this over the Internet, by telephone, or by mail.Even if you plan to attend the Employee Stock OwnershipPlanor the 3MSavings Plan, you may vote by submitting voting instructions to the trustee. your broker or other nominee.If you own sharesbeneficially asaparticipant in the 3M Voluntary Investment Planand voting instructions to your broker or other nomineeor inpersonat the Annual Meeting by requestingalegalproxy from the Annual Meeting by requestingaballot. If you holdsharesbeneficially instreet name, you may vote by submitting If you holdsharesdirectly as the shareholder of record, you may vote by granting aproxy or by voting inpersonat Voting methods Au 3121 Palm Way Archer Hotel 8:30 a.m.,CDT May 12,2020 VOTE INPERSON Sign andmail your proxy card VOTE BY MAIL 1-800-690-6903 VOTEBY TELEPHONE www.proxyvote.com VOTE BY INTERNET stin, TX 78758 3M Company ALL SHARES THAT HAVE BEEN PROPERLY VOTED AND NOT REVOKED WILL BE VOTED AT THE

from your broker or other nominee. holder, you may vote inpersonat the Annual Meeting only if you obtain alegalproxy at the Annual Meeting by requesting aballot at the meeting. If you areastreet name If you areashareholder of record, you may grant your proxy to 3Mor vote inperson set forth in the voting instructioncard that your broker or other nomineehasprovided. your broker or other nomineeonhow to vote your sharesby following the instructions Mercedes Way, Edgewood, NY 11717. For sharesheldinstreet name, you may direct Stock OwnershipPlanand the 3MSavings Plan), to 3MCompany, c/o Broadridge, 51 May 10,2020 for participants in the 3M Voluntary Investment PlanandEmployee in the postage-paidenvelope provided so that itisreceivedby May 11,2020 (or by voted as the Board recommends. Mark,sign,anddate your proxy card andreturn it If you sign your proxy card, butdonot provide voting instructions, your shares will be specific voting instructionsin your proxy card, your shares will be voted as you instruct. You may vote by signingandsubmitting your proxy card to the Company. If you provide instructions. of Internet Availability of Proxy Materials inhand when you calland follow the proxy toll-free 24hoursaday, 7days a week. Have your proxy card or the Notice If you livein the United States, you may useany touch-tone telephone to vote your instructions to obtain your records and to create anelectronic voting instruction form. Availability of Proxy Materials inhand when you access the website and follow the world 24hoursaday, 7days a week. Have your proxy card or the Notice of Internet If you have Internet access, you may submit your proxy from any location in the ANNUAL MEETING. OTHER INFORMATION 101 2020 Proxy Statement 2020 Proxy . ote” beginning on page 97 beginning on page ote” v If a broker or other nominee holds your shares, you may continue to receive some duplicate mailings. Certain brokers mailings. Certain brokers receive some duplicate to continue may you shares, your nominee holds other or a broker If implied through or elimination, such to consent to shareholders allowing mailings by account duplicate will eliminate and nominees may all brokers not mailings. Since duplicate of request continuation does not a shareholder if consent or broker your contact to need may you mailings, duplicate eliminate to year this the opportunity shareholders offer household. your to mailings duplicate discontinue to nominee directly other Your household may have received a single set of proxy materials this year. If you prefer to receive your own copy copy own your receive to prefer you If year. this materials proxy of received a single set have household may Your , by www.proxyvote.com to going by calling 1-800-579-1639, by set years, please request a duplicate future in or now Edgewood, 51 Mercedes Way, Broadridge, c/o 3M Company, to writing by or e-mailing [email protected], your year, and members of this materials proxy of household received multiple sets your if Alternatively, 11717. NY you materials, proxy of a single set only receive to all prefer would materials receive proxy to who are entitled household the preceding sentence. submit such a request as specified in may Delivery of documents to shareholders sharing an address shareholders sharing an to documents of Delivery statement and proxy an annual report of a single copy deliver to us allow Securities and Exchange Commission rules more shareholders reside, or two which at delivery material proxy in electronic participating household not any to that We believe practice called “householding”). (a family the same the shareholders are members of we believe if the same living at shareholders to mailings duplicate eliminating by the Company and you both householding benefits card proxy receive a separate to will continue Each shareholder and mailing costs. printing our reducing address and by instruction card. voting or Results of Results the vote of at presented business properly items of for results voting the preliminary will issue a press release announcing We the Securities and with filed 8-K Report on Form those items in a Current for the results will disclose and the meeting will results voting with press release The date. Annual Meeting the of business days four within Exchange Commission . www.3M.com/profile/pressbox/index.jhtml website at on our also be available Confidentiality identify that tabulations and ballots, proxies, all shareholder that policy has a Directors of Board Company’s The the identity and examination, for be available will No such document confidence. in be maintained to shareholders are the allow and legal requirements meet to as necessary be disclosed, except will not shareholder any of vote and election of inspectors that provides also policy The vote. the shareholder the results of certify to election of inspectors shareholders Occasionally, the Company. of employees be and cannot must be independent votes shareholder for 3M management. to forwarded be may that card proxy their on written comments provide In the election of directors, you may vote “FOR” or “AGAINST” one or more of the nominees or you may “ABSTAIN.” “ABSTAIN.” may you the nominees or of more “AGAINST” one or or “FOR” vote may you directors, of the election In vote may you 4, 2, 3, and Proposals For directors. of the election the outcome of on no effect have will Abstentions If “AGAINST.” vote as a the same effect will have abstentions that but please note “ABSTAIN,” “AGAINST,” or “FOR,” in voted will be shares your instructions, voting no but provide instruction card voting broker or card proxy your sign you Plan Investment Voluntary the 3M in account your held in Shares the Board. of the recommendations with accordance in “Shareholders trustee as described the by voted will be Plan the 3M Savings Ownership Plan or Stock and Employee to entitled Counting the vote election. of the inspectors and act as votes the tabulate will Inc. Financial Solutions, Broadridge of Representatives Changing your vote your Changing a new enter may You Annual Meeting. the at vote the to prior time any at instructions voting proxy your change may You bearing a later card instruction voting new or card proxy mailing a new by telephone or the or the Internet using by vote the before is received vote the new as so long instructions), voting earlier your revoke will automatically (which date proxy a new granting by vote your also change may You methods.” “Voting the heading under described above deadlines Annual Meeting. the person at in voting by or OTHER INFORMATION 102 Senior Vice President, GeneralCounselandSecretary Ivan K.Fong By Order of the Board of Directors. acted uponat next year’s Annual Meeting. Proposals received by the Corporate Secretary after the dates mentioned will not beincludedin the Proxy Statement or by our Bylaws. 2020, andnolater than the closeof businessonDecember 25,2020. The notice mustcontain the information required Corporate Secretary receive written notice from the shareholder noearlier than the closeof businessonNovember 25, is available at www.3M.com under Investor Relations —Governance. Our Bylaws require,among other things, that our the Company’s Proxy Statement mustcomply with the requirements set forth in the Company’s Bylaws, acopy of which Alternatively, shareholdersintending to present aproposal at next year’s Annual Meeting without having itincludedin appearing inpersonor through anauthorizedrepresentative at the meeting to present the proposal. materials, suchas the shareholder continuing to own aminimumnumber of sharesuntil the Annual Meeting and Exchange Commission’s regulations regarding the inclusionof shareholder proposals inCompany sponsoredproxy 3M Center, Building 220-13E-26A, St. Paul, MN55144-1000. Such proposals mustcomply with the Securitiesand was received by the Company) to: Ivan K.Fong, Senior Vice President, GeneralCounselandSecretary, 3MCompany, via registered,certified,or express mail(or other means that allows the shareholder to determine when the proposal Meeting, our Corporate Secretary mustreceive the proposal by November 25,2020. Such proposals mustbesent In order for ashareholder proposal to beconsidered for inclusionin3M’s Proxy Statement for next year’s Annual Annual Meeting Requirements for submission of shareholder proposals for next year’s writing, P.O. Box 64854,St. Paul, MN55164-0854. EQ Shareowner Servicesat 1-800-401-1952 (U.S.), 651-450-4064(outside the U.S.), www.shareowneronline.com, or in address changes,namecommonstock transfer requirements, andsimilar issuescanbehandledby contacting Our transfer agent isEQShareowner Services. All communications concerningshareholdersof record accounts, including Transfer agent beneficial owners of stock. nominees, and fiduciaries for their reasonableout-of-pocket expenses for forwarding proxy andsolicitation materials to a fee of $20,000plusexpenses for these services.We will alsoreimbursebrokerage housesandother custodians, distribution of proxy materials and the solicitation of votes. We will pay Georgeson Shareholder Communications, Inc. for these solicitation activities.Wehave hiredGeorgeson Shareholder Communications, Inc. to assistusin the electronic communication by our directors, officers, andemployees, who will not receiveany additionalcompensation addition to mailing these proxy materials, the solicitation of proxies or votes may bemadeinperson,by telephone, or by need to obtain your own Internet accessif you choose to access the proxy materials and/or vote over the Internet. In 3M will pay for the costof preparing,assembling,printing, mailing,anddistributing these proxy materials. You will Cost of proxy solicitation normal businesshoursat 3M Center,St. Paul, MN55144,by contacting the Secretary of the Company. Meeting for any purposegermane to the meeting. The listalso will beavailable for ten days prior to the meeting during A listof the shareholdersof record entitled to vote at the Annual Meeting will beavailable for inspectionat the Annual List of shareholders 3M Company Appendix A - Supplemental consolidated statement of income information

Reconciliation of GAAP to non-GAAP financial measures (millions, except per-share amounts) (unaudited) In addition to reporting financial results in accordance with U.S. generally accepted accounting principles (GAAP), the Company also discusses non-GAAP measures that exclude special items. Operating income, net income attributable to 3M (hereafter referred to as “net income”), and diluted earnings per share attributable to 3M common shareholders (hereafter referred to as “diluted earnings per share”) are all measures for which 3M provides the reported GAAP measure and an adjusted measure (excluding special items). Special items are not in accordance with, nor are they a substitute for, GAAP measures. Special items represent significant charges or credits that are important to an understanding of the Company’s ongoing operations. The Company uses these non-GAAP measures to evaluate and manage the Company’s operations. The Company believes that discussion of results excluding special items is meaningful to investors as it provides a useful analysis of ongoing operating trends. The determination of special items may not be comparable to similarly titled measures used by other companies.

The reconciliations provided below reconcile the non-GAAP financial measures with the most directly comparable GAAP financial measures for the twelve months ended December 31, 2019, 2018 and 2017:

ADJUSTED EARNINGS PER SHARE (non-GAAP measure) 2019 Adjustment for loss Adjustment for (Dollars in millions, Adjustment for on deconsolidation Adjustment for Fourth Quarter Adjustment for Adjusted except per share Reported GAAP Significant Litigation of Venezuelan Gas & Flame Sale Restructuring Acelity and M*Modal Non-GAAP amounts) Measure Related Charges(a) subsidiary(b) Gain(c) Items(d) Acquisitions(e) Measure Net Sales $32,136 $32,136 Operating Income 6,174 762 — (112) 134 63 7,0 2 2 Operating Income 19.2% 21.9% Margin Net income $ 4,570 $ 590 $ 162 $ (128) $ 117 $ 108 $ 5,419 attributable to 3M Earnings per $ 7.8 1 $1.01 $0.28 $(0.21) $0.20 $0.18 $ 9.27 diluted share Earnings per -12.1% -6.9% diluted share percent change

2018 2017 Adjustment for (Dollars in millions, Measurement Period CMD Sale Gain, net Adjusted Reported Adjusted except per share Reported GAAP Adjustment for MN Accounting of of Restructuring Non-GAAP GAAP Adjustment Non-GAAP amounts) Measure NRD Resolution(f) TCJA(g) Items(h) Measure Measure for TCJA(i) Measure Net Sales $32,765 $32,765 $31,657 $31,657 Operating Income 7,2 0 7 897 — (381) 7,7 2 3 7,6 9 2 — 7,6 9 2 Operating 22.0% 23.6% 24.3% 24.3% Income Margin Net income $ 5,349 $ 770 $ 176 $ (299) $ 5,996 $ 4,858 $ 762 $ 5,620 attributable to 3M Earnings per $ 8.89 $1.28 $0.29 $(0.50) $ 9.96 $ 7.9 3 $1.24 $ 9.17 diluted share Earnings per 12.1% 8.6% -2.8% 12.4% diluted share percent change

2020 Proxy Statement 103 APPENDIX A (non-GAAP measure) 104 FREE CASH FLOW Free CashFlow Conversion ( Net Income AttributableNet Free CashFlow ( Purchases of property, plant andequipment Net cashprovided by operating activities FREE CASH FLOW (non-GAAP measure) Net cashusedin financing activities Net cashprovided by (used in) investing activities Net cashprovided by operatingactivities Major GAAP CashFlow Categories operating activities Net cashprovided by (non-GAAP measure) FREE CASH FLOW Net cashusedin financing activities investing activities Net cashprovided by (used in) operating activities Net cashprovided by Major GAAP CashFlow Categories Free CashFlow Conversion ( Free CashFlow ( and equipment Purchases of property, plant Net Income AttributableNet 3M Company j) j)

j) j) $ $ $ $ Reported Measure (1,577) (6,701) 5,349 6,439 6,439 4,862 90.9% 222 Resolution(f) for MNNRD Adjustment $ $ $770 $ $ $ $ Reported Measure 679 679 (6,444) (1,699) (1,124) . % 7.5 1 1 4,570 5,371 7,070 7,070 Adjustment for Accounting of Measurement TCJA(g) for Significant Period Adjustment 2018 Charges(a) Litigation Related $176 $ $590 $ $ — 274 274 Restructuring Gain, net of CMD Sale Items(h) deconsolidation of Venezuelan subsidiary(b) Adjustment for losson $(299) $ $ 24 24 $162 $ $ Non-GAAP $ $ $ Adjusted Measure 2019 (1,577) — — 5,996 5,565 92.8% , 2 4 7,1 Adjustment Flame Sale for Gas& Gain(c) $ $ $ $ $ $ $ Reported Measure (128) (2,655) 100.2% (3,086) (1,373) (17) (17) 6,240 6,240 4,858 4,867 Adjustment for Fourth Quarter Restructuring Adjustment Items(d) for TCJA(i) 2017 $600 $ $600 $117 $ $ 762 — — Non-GAAP Non-GAAP Adjusted $ $ $ Measure $ $ $ Adjusted Measure (1,699) 106.0% (1,373) 6,840 5,467 5,620 5,628 5,311 , 7 2 7,3 . % 7.3 9 APPENDIX A 105 359 7,0 3 4 7,0 3 4 5,731 6,737 19.8% 5,372 9,594 22.9% 9,234 2,569 1 7,9 8 2 1 7,9 8 2 25,016 16,370 20,313 19,439 15,806 $ $ $ $ $ $ $ $ Measure Adjusted Adjusted Non-GAAP Non-GAAP ) ) ) ) ) ) ) — — — — — — 49 49 (947 (935 (4,173 ( 7,9 9 0 $ $ $(3,512 $(3,512 $ $ $ $(3,512 for Acelity Acelity for Adjustment Adjustment and M*Modal Acquisitions(e) 2020 Proxy Statement 2020 Proxy — — — — — — — — — 29 29 29 117 $117 $117 $ $ $ $ $ $ Items(d) Restructuring Restructuring Adjustment for for Adjustment Quarter Fourth ) ) ) ) ) ) ) (8 (3 (8 (8 — — — — — — — — (31 $(128 $(128 $ $ $ $ $ $ 2019 Gain(c) for Gas & for Flame Sale Sale Flame Adjustment Adjustment — — — — — — — — — — — — — $162 $162 $ $ $ $ $ $ for loss on loss on for Adjustment Adjustment subsidiary(b) of Venezuelan of deconsolidation deconsolidation — — — — — — 418 316 424 327 327 149 327 $590 $590 $ $ $ $ $ $ Related Related Litigation Litigation Charges(a) Adjustment Adjustment for Significant Significant for 359 1 7.5 % 9,757 4,941 19.8% 4,582 1 7,9 8 2 1 7,9 8 2 10,142 10,764 10,198 10,198 16,370 20,313 10,126 28,180 19,439 15,806 Measure Reported $ $ $ $ $ $ $ $

March 31 June 30 June September 30 September March 31 June 30 June 30 September 31 December December 31 December Net income including income Net interest non-controlling (1) (after-tax) expense Interest Adjusted net income (Return) net Adjusted equity shareholders’ Average (2) interest) (including non-controlling long-term and short-term Average (3) debt capital invested Average Return on Invested Capital (k) Invested on Return (1) Effective income tax rate used used tax rate income Effective (1) expense interest for (2) Calculation of average equity equity average of (2) Calculation interest) (includes non-controlling as of: equity total Ending Average total total equity Average debt average of (3) Calculation and long-term short-term Ending as of: debt Average short-term and short-term Average debt long-term RETURN ON INVESTED CAPITAL INVESTED ON RETURN (non-GAAP measure) (non-GAAP APPENDIX A 106 (f) (e) (d) (c) (b) (a) long-term debt (3) Average short-term and Adjusted net income(Return) Interest expense (after-tax) (1) used for interest expense (1) Effective income tax rate Return onInvested Capital(k) Ending total equity asof: interest) equity (includesnon-controlling (2) Calculation of average Average invested capital interest) (2) (including non-controlling Average shareholders’ equity long-term debt asof: Ending short-term and (3) Calculation of average debt long-term debt Average short-term and non-controlling interest Net incomeincluding Averageequity total

tax) occurredin the fourth quarter. (certain perfluorinated compounds) matters andcoalminedustrespirator masklawsuits of which $214million($166after In 2019, the Company recorded significant litigation-related charges of $762 million($590after tax) related to PFAS acquired asshown in the table below, andassumptionof $2.3 billionof debt. the acquisitionof allof the ownership interests of Acelity Inc. anditsKCIsubsidiaries for consideration of $4.5billionnet of cash $0.7 billionof cash,net of cashacquired,andassumptionof $0.3 billionof M*Modal’s debt. InOctober 2019,3Mcompleted In February 2019,3Mcompleted the acquisitionof allof the ownership interests of the technology businessof M*Modal for Venezuelan subsidiary. In the secondquarter of 2019,3Mrecorded apre-tax charge of $162millionrelated to the deconsolidation of the Company’s transaction resultedinapre-tax gainof $112million that was reported within the Company’s Safety andIndustrialbusiness. of underlyinglegalentities andassociated assets of Scott Safety. This businesshasannualsalesof approximately $120million. The detection, to Teledyne Technologies Incorporated. 3M’s gasand flame business was partof the overall October 2017acquisition In August 2019,3Mclosedon the saleof itsgasand flame detection business,aleader in fixed andportablegas flame tax), inclusiveof legal fees andother related obligations, in the first quarter of 2018associated with the resolutionof this matter. improvements, such as fishing piers, trails, and openspacepreservation. 3Mrecorded acharge of $897million ($770millionafter- residents andenhancing groundwater recharge to supportsustainable growth. The projects will alsoresultinhabitat andrecreation Fund will enableprojects that support water sustainability in the Twin CitiesEastMetro region, suchascontinued delivery of water to the settlement, 3Magreed to provide an$850milliongrant to the State for aspecial“3MWater Quality andSustainability Fund.” This Damages (NRD) lawsuit filed by the State against the Company related to certainPFCspresent in the environment. Under the terms of In February 2018,3Mreachedanagreement with the State of Minnesota that resolved the previously disclosedNatural Resource restructuring actions. The Company recorded a fourth quarter 2019pre-tax charge of $134million. model to improve growth andoperational efficiency, respectively, management approved andcommitted to undertakecertain During the fourth quarter of 2019,inlightof aslower than expected 2019and to realign3M’s organizational structureandoperating December 31 March 31 September 30 June 30 March 31 June 30 December 31 September 30 3M Company $ $ $ $ $ $ $ $ Reported Measure 14,846 15,660 11,039 10,407 10,407 14,622 25,318 10,428 14,912 14,912 10,311 14,519 22.2% 5,363 9,848 23.4% 5,631 268 Resolution(f) for MNNRD Adjustment $ $ $ $ $ $ $ $ (155) (155) (136) (136) (136) (139) (95) 770 770 — — — — — — Adjustment for Accounting of Measurement TCJA(g) Period 2018 $ $207 $ $207 $ $ $207 $ 217 176 217 217 176 176 — — — — — — Restructuring Gain, net of CMD Sale Items(h) $(263) $ $ $ $(263) $ $ $ 377 236 236 236 285 282 — — — — — — — Non-GAAP Adjusted Measure $ $ $ $ $ $ $ $ 14,846 15,660 10,867 25,626 10,658 14,622 10,211 14,912 14,912 14,519 11,117 10,714 10,714 6,046 20.0% 24.6% 6,314 268 $ $ $ $ $ $ $ $ Reported Measure 12,202 13,949 11,040 11,644 11,663 12,156 12,156 11,622 11,627 11,301 11,627 23,783 11,711 4,869 35.5% 5,077 21.3% 208 Adjustment for TCJA( i) 2017 $ $ $ $ $ $ $ (600) (150) (150) 762 762 762 191 191 41 — — — — — — Non-GAAP Adjusted Measure $ $ $ $ $ $ $ $12,006 12,006 12,202 12,384 13,349 11,040 11,644 11,663 23,824 11,301 11,818 11,818 11,711 5,839 35.5% 5,631 24.5% 208 APPENDIX A 107 2020 Proxy Statement 2020 Proxy enactment of the TCJA, as provided by recent SEC guidance. In addition to reporting financial financial reporting to SEC guidance. In addition recent by as provided TCJA, the of 2017 enactment December Free cash flow and free cash flow conversion are not defined under GAAP. Therefore, they should not be considered a substitute for for be considered a substitute should not they Therefore, GAAP. under defined are not conversion flow free cash and flow Free cash other measures used by titled similarly to be comparable not and may with GAAP prepared in accordance data flow cash income or and plant property, activities less purchases of operating by cash provided as net flow free cash defines Company The companies. Company The expenditures. discretionary for is available amount flow free cash the entire that be inferred should not It equipment. flow free cash believes Company The 3M. to attributable income net divided by flow free cash as conversion flow free cash defines these uses the Company and performance measures of are useful they as investors to is meaningful conversion flow free cash and operating by cash provided cash. In 2017, net generate to and its ability the Company the strength of of measures as an indication 3M made that $600 million of pension contribution with a U.S. along TCJA, the of enactment 3M’s impacted by was activities three percentage by conversion flow free cash these items benefited a combined basis, On tax reform. the signing of following impacted that additional items discussion of for section Activities” Operating from “Cash Flows the proceeding to Refer points. for discussion on capital spending for section Activities” Investing from “Cash Flows the proceeding to Refer flow. cash operating and equipment. plant property, During the first quarter of 2018, 3M recorded a tax expense of $217 million related to a measurement period adjustment to the the to adjustment period a measurement to related $217 million of tax expense a recorded 2018, 3M of quarter first the During quarter fourth the In Act (TCJA). Jobs and Cuts Tax the of the enactment from 2017 in December recorded amounts provisional million. $41 of the amount in tax expense recorded previously of with a reversal TCJA to related tax impact the finalized 2018, 3M In June 2018, 3M completed the sale of substantially all of its Communication Markets Division and reflected a pre-tax gain of gain of a pre-tax and reflected Division Markets its Communication all of substantially the sale of 3M completed 2018, June In telecommunications the remaining the sale of completed 2018, in December Additionally, this divestiture. as a result of $494 million this as a result of $15 million gain of pre-tax a and reflected business based in Germany the of services portion integration system and quarter the second During business. Energy and Electronics Company’s the within were reported divestitures Both divestiture. addressing to undertake certain restructuring actions related to and committed approved management 2018, of quarter fourth actions resulted in a second quarter These divestiture. Division Markets the Communication following costs functional corporate in reductions for adjustments of $22 million, net of charge 2018 pre-tax quarter fourth $105 million and a of charge 2018 pre-tax cost estimates. During the fourth quarter of 2017, 3M recorded a net tax expense of $762 million related to the enactment of the Tax Cuts and Cuts and Tax the of enactment the to million related $762 of tax expense a net 2017, 3M recorded of quarter fourth the During non-U.S. unremitted earnings of tax on previously transition TCJA’s the to related is primarily expense The “TCJA”). Act (the Jobs tax enacted newly TCJA’s the and liabilities considering tax assets deferred 3M’s of remeasurement of net was subsidiaries and one to up period of the measurement during adjustment to subject was amount provisional This impacts. and certain other rates the following year of enactment impact of the net for adjust that measures non-GAAP also provides the Company with GAAP, results in accordance share, and per financial results. Income, earnings the Company’s impacted that charge a significant item represents This TCJA. the adjusted The measure. measure and an adjusted the reported GAAP which 3M provides for are all measures rate tax the effective made a the Company TCJA, the measures. Because of GAAP for, a substitute they are with, nor in accordance measures are not but it income, impact 2017 net did not contribution This plan. pension benefit defined its U.S. to $600 million pension contribution and managing measures in evaluating these non-GAAP considers Company The and ROIC. Conversion did impact Free Cash Flow as it investors to is meaningful this item for results adjusted of discussion that believes Company The operations. the Company’s trends. ongoing underlying operating of analysis a useful provides Return on Invested Capital (ROIC) is not defined under U.S. generally accepted accounting principles. Therefore, ROIC should not ROIC should not Therefore, principles. accepted accounting generally U.S. under defined is not Capital (ROIC) on Invested Return titled similarly to be comparable not and may with GAAP measures prepared in accordance other for be considered a substitute income including non-controlling income (net net ROIC as adjusted defines Company The companies. other measures used by ROIC is believes Company The plus debt). capital (equity invested average divided by expense) interest plus after-tax interest creation. value on shareholder focuses as it investors to meaningful

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