Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

On November 8, 2021, the Compensation Committee of the Company's Board of Directors approved an amendment and restatement of the 3M Annual Incentive Plan (the "Restated Plan"), effective as of January 1, 2022.

The Restated Plan reflects the following material changes to the 3M Annual Incentive Plan, as currently in effect (the "Existing Plan"):



•Calculation of Incentive Compensation Amounts. The Restated Plan authorizes the
plan administrator to establish the payout formula for each plan year, including
the performance metrics, weightings, payout slopes, performance modifiers,
performance goals, and other matters.
•Clarification of Individual Performance Multiplier. The Restated Plan clarifies
the ability of the plan administrator to adjust a participant's incentive
compensation payout to zero based on individual performance.
•Plan Year. The Restated Plan clarifies the plan administrator's ability to
establish performance periods that differ from the calendar year.
•Calculation of Maximum Payout. The Restated Plan continues to limit each
participant's maximum payout to 200% of his/her target amount but clarifies that
the value of payments made in the form of equity awards under the 3M Company
2016 Long-Term Incentive Plan (or any successor thereto) will be determined as
of the grant date in accordance with Financial Accounting Standards Board
Accounting Standards Codification Topic 718 (or any successor thereto).

Approximately 38,000 employees worldwide are expected to participate in the
Restated Plan, including all of our executive officers. The foregoing summary of
material changes to the Existing Plan does not purport to be complete and is
qualified in its entirety by reference to the complete text of the Restated
Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by
reference.

Item 9.01. Financial Statements and Exhibits



(d) Exhibits


Exhibit Number                                              Description
  10.1                         3M Annual Incentive Plan, as amended and restated, effective as of
                             January 1, 2022
104                          Cover Page Interactive Data File (the cover

page XBRL tags are embedded in


                             the Inline XBRL document).

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