3M (MMM)
Sector: Industrials
2026 Annual Meeting Analysis
3M · Meeting: May 12, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Elect the 10 director nominees identified in this Proxy Statement
Bozeman joined the board in February 2025, which is within the 24-month new-director exemption window, so no TSR trigger applies; he brings relevant supply chain and CEO-level leadership experience with no overboarding concerns (holds 1 outside public board seat as a sitting CEO, within the 2-board limit).
Brown has served since 2013 and has meaningful tenure overlap with the performance period; however, 3M's 3-year total return of +85.6% is strongly positive, and the gap versus the peer group median (+21.4pp above the median) does not come close to the 65-percentage-point underperformance threshold required to trigger a no vote under the strong-positive-TSR tier, so no TSR concern applies; he holds 1 outside board seat and has clear relevant experience.
Brown is the CEO-chairman who joined the board in 2024, which falls within the 24-month new-director exemption; even setting the exemption aside, 3M's 3-year return substantially outperforms the peer group median so the TSR trigger would not fire; his dual chairman/CEO role is mitigated by a strong Lead Independent Director structure and fully independent committees.
Choi joined in 2023, which is within the 24-month new-director exemption window; she has relevant financial services, risk management, and governance experience; no overboarding (holds 0 outside public board seats).
Chow joined in 2023, within the 24-month exemption window; she brings extensive technology and CEO-level experience; she holds 2 outside board seats and is not a sitting CEO, which is within policy limits.
Fitterling has served since 2021 and has full tenure overlap with the 3-year performance period; 3M's 3-year return of +85.6% outperforms the peer group median by +21.4 percentage points, so the TSR trigger does not fire under any tier; as a sitting CEO he holds 1 outside board seat (3M only, plus his own company), which is within the 2-board limit for sitting CEOs.
Kereere joined in 2022, giving her meaningful tenure overlap with the 3-year period; 3M's strong positive TSR and outperformance of the peer group median mean the TSR trigger does not apply; she holds 0 outside public board seats and has relevant financial technology and global operations expertise.
Mitchill joined the board on February 6, 2026, which is well within the 24-month new-director exemption; he brings deep CFO and financial reporting expertise appropriate for his Audit Committee role; no overboarding concerns.
Pizarro joined in 2023, within the 24-month exemption window; he brings strong risk management, regulatory, and CEO-level experience; he holds 1 outside public board seat (Edison International, his own company), within policy limits for a sitting CEO.
Sweet joined in 2023, within the 24-month exemption window; he is a CPA and former CFO, providing strong financial expertise appropriate for his role as Audit Committee Chair; he holds 2 outside public board seats, within policy limits for a non-CEO director.
All 10 director nominees pass the policy screens. Nine of the 10 nominees joined the board in 2021 or later, meaning most fall within the 24-month new-director exemption or are otherwise recent additions. For the two longer-tenured directors (Tony Brown since 2013 and James Fitterling since 2021), the TSR trigger does not apply because 3M's 3-year total return of +85.6% places it in the strong-positive tier, and 3M's performance outperforms the peer group median by +21.4 percentage points — far below the 65-percentage-point underperformance threshold required to fire a no vote. No overboarding, attendance, independence, or qualifications concerns were identified.
Say on Pay
✓ FORCEO
William M. Brown
Total Comp
$21,005,009
Prior Support
91%%
Prior-year shareholder support was 91%, well above the 70% threshold that would require a response, and no significant structure concerns were flagged. The CEO's total compensation of approximately $21 million is benchmarked at a large-cap industrial company level and, while elevated, is consistent with 3M's $76 billion market capitalization and peer group positioning. Pay mix is strongly performance-oriented — the proxy discloses that 90% of the CEO's target pay is variable and at-risk, which well exceeds the 50-60% policy minimum — and the company has strengthened its incentive program in 2025 by moving to a true three-year cumulative performance period for performance share awards and adding a relative total shareholder return modifier, both of which are positive governance improvements that better align executive pay with shareholder outcomes.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
28 yrs
Audit Fees
$18,200,000
Non-Audit Fees
$1,200,000
PwC has been 3M's auditor since 1998 (and its predecessor Coopers & Lybrand since 1975), giving PwC a continuous engagement spanning approximately 28 years — exceeding the 25-year tenure threshold that triggers a no vote under policy. The non-audit fee ratio is well within acceptable limits: non-audit fees (audit-related fees of $0.4M plus tax fees of $0.8M) total $1.2M against audit fees of $18.2M, a ratio of roughly 7%, far below the 50% threshold. However, the proxy does not provide a specific and compelling rationale for retaining an auditor of this tenure — while PwC's lead partner rotates every five years, the overall firm relationship of nearly three decades raises independence and professional skepticism concerns that the Audit Committee has not adequately addressed in the proxy disclosure.
Overall Assessment
The 3M 2026 annual meeting presents three management proposals: director elections, auditor ratification, and an advisory say-on-pay vote. All 10 director nominees receive a FOR vote as 3M's strong positive 3-year total return outperforms the peer group median and most directors fall within the new-director exemption period; the say-on-pay vote also receives a FOR given strong prior-year support, a heavily performance-weighted pay structure, and meaningful program improvements in 2025. The sole AGAINST vote is on auditor ratification, driven by PwC's approximately 28-year continuous engagement with 3M — exceeding the 25-year tenure threshold under policy — without a sufficiently compelling rationale for continued retention disclosed in the proxy.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing