Summary of 3M CO - Yahoo! Finance

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and E

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On February 10, 2009, the Board of Directors of 3M Company approved an amendment to paragraph 12 of the Company's Amended and Restated Bylaws (the "Bylaws") to change the vote standard from plurality to a majority of the votes cast at any meeting for the election of directors at which a quorum is present in elections that are not Contested Elections (as hereinafter defined). A majority of the votes cast means the number of votes cast "for" a director's election exceeds the number of votes cast against that director's election (with "abstentions" and "broker nonvotes" not counted as a vote cast either "for" or "against" that director's election). However, if as of the tenth day preceding the date the Company first mails its notice of meeting for such meeting to its stockholders, the number of nominees exceeds the number of directors to be elected (a "Contested Election"), the directors shall be elected by the vote of a plurality of the votes cast. The amendment to the Bylaws is effective February 10, 2009. The Bylaws reflecting this amendment are filed as Exhibit 3(ii) to this report and incorporated by reference into this Section 5.03

In connection with the amendment to the Bylaws establishing a majority vote standard for the election of directors in elections that are not Contested Elections, the Board of Directors also amended its Corporate Governance Guidelines to (i) establish procedures under which any incumbent director who fails to receive a majority of the votes cast in an election that is not a Contested Election shall offer to tender his or her resignation to the Board for consideration by the Nominating and Governance Committee; and (ii) provide that the Nominating and Governance Committee will make recommendations to the Board regarding the actions to be taken with respect to all such offers to resign. The Board of Directors shall act on the resignation and publicly disclose its decision within ninety (90) days following certification of the election results.