Item 5.07 Submission of Matters to a Vote of Security Holders
At the 2021 Annual Meeting of Shareholders of the Company held onMay 11, 2021 , the votes cast with respect to each item of business properly presented at the meeting are as follows:
Proposal No. 1 - The shareholders elected each of the twelve nominees to the Board of Directors for a one-year term by the vote of the majority of votes cast, in accordance with 3M's Bylaws.
FOR AGAINST ABSTAIN BROKER NON-VOTE 1a. Thomas "Tony" K. Brown 378,967,376 3,314,116 1,127,604 90,348,791 1b. Pamela J. Craig 380,029,467 2,183,882 1,195,747 90,348,791 1c. David B. Dillon 378,213,673 4,039,707 1,155,716 90,348,791 1d. Michael L. Eskew 346,669,832 35,600,144 1,139,120 90,348,791 1e. James R. Fitterling 379,398,824 2,868,668 1,141,604 90,348,791 1f. Herbert L. Henkel 367,821,268 14,458,427 1,129,401 90,348,791 1g. Amy E. Hood 378,956,682 3,456,788 995,626 90,348,791 1h. Muhtar Kent 375,975,833 5,893,982 1,539,281 90,348,791 1i. Dambisa F. Moyo 378,527,907 3,600,471 1,280,718 90,348,791 1j. Gregory R. Page 353,403,883 28,858,609 1,146,604 90,348,791 1k. Michael F. Roman 361,311,688 20,238,117 1,859,291 90,348,791 1l. Patricia A. Woertz 378,965,547 3,446,631 996,918 90,348,791 Proposal No. 2 - The shareholders ratified the appointment ofPricewaterhouseCoopers LLP as 3M's independent registered public accounting firm for 2021. BROKER NON- FOR AGAINST ABSTAIN VOTE 443,154,312 29,449,306 1,154,269 N/A Proposal No. 3 - The shareholders gave an advisory approval of the compensation of the Company's Named Executive Officers as described in the Company's 2021 Proxy Statement. BROKER NON- FOR AGAINST ABSTAIN VOTE 346,199,089 34,231,927 2,978,080 90,348,791
Proposal No. 4 - The shareholders approved the amendement and restatement of the Company's 2016 Long-Term Incentive Plan.
BROKER NON- FOR AGAINST ABSTAIN VOTE 339,514,847 41,400,244 2,494,005 90,348,791
Proposal No.5 - The shareholders did not approve the shareholder proposal on setting target amounts for CEO compensation.*
BROKER NON- FOR AGAINST ABSTAIN VOTE 41,238,342 335,035,247 7,135,507 90,348,791
Proposal No.6 - The shareholders did not approve the shareholder proposal on transitioning the Company to a public benefit corporation.*
BROKER NON- FOR AGAINST ABSTAIN VOTE 12,650,415 364,679,011 6,079,670 90,348,791 *Under the General Corporation Law of theState of Delaware , the affirmative "FOR" vote of a majority of those shares present in person or represented by proxy at the meeting and entitled to vote on the matter is required to approve the shareholder proposal. In tabulating the voting result, abstentions and, if applicable, broker non-votes are not counted as votes "FOR" or "AGAINST" the proposal. An abstention will, however, be counted as entitled to vote on a proposal and will, therefore, have the effect of a vote "AGAINST." Applying this standard, the percentage in favor of the shareholder proposal is calculated by dividing the number of FOR votes by the sum of the number of FOR, AGAINST and ABSTAIN votes.
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