3M Co

Proposal requests shareholder ratification of the Audit Committee’s appointment of PwC as 3M’s independent registered public accounting firm for 2026. The Audit Committee periodically evaluates PwC’s independence, performance, and fee levels, considering audit quality, familiarity with 3M’s global operations, expertise, and PCAOB and external audit quality indicators. Although ratification is not required by the bylaws, the Board submits the appointment for shareholder ratification as a corporate governance best practice; if shareholders do not ratify PwC, the Audit Committee will consider whether to engage a different firm. The Audit Committee’s recommendation to retain PwC is grounded in PwC’s long tenure since 1998, its scope to handle complex global audits, the committee’s review of independence and fees, and the continuity benefits of an incumbent auditor, balanced against periodic partner rotation and audit quality reviews. The proposal is routine and typically receives strong support; the Board recommends a vote “FOR” given its assessment that PwC’s retention serves shareholder interests and supports reliable financial reporting.

This management-sponsored, non-binding advisory 'say-on-pay' proposal seeks shareholder approval of the company’s executive compensation program as disclosed in the proxy. The Board and the Compensation and Talent Committee recommend approval, arguing the program aligns pay and performance through a majority of at-risk compensation, multi-year performance share awards tied to cumulative EPS and Free Cash Flow with a relative TSR modifier, an Annual Incentive Plan tied to sales, operating income and operating cash flow, and protective governance features like clawbacks, anti-hedging policies, and robust stock ownership requirements. The Committee highlights changes adopted in 2025—shifting to a cumulative three-year performance measurement for PSAs and adding a relative TSR modifier—to strengthen long-term alignment. The committee also explains adjustments made to 2025 compensation calculations to exclude certain litigation and transformation-related special items, to better reflect operational performance; it justifies these adjustments as consistent with non-GAAP reporting and necessary to avoid penalizing management for legacy events outside current leadership’s control. The proposal is advisory and will be considered by the Board and the Committee in future compensation decisions. The Board recommends a "FOR" vote, citing pay-for-performance alignment, governance safeguards, and shareholder engagement.