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3M: Soliciting Material Under §240.14A-12 3M Company

The following excerpt is from the company's SEC filing.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:

Form, Schedule or Registration Statement No.:

Filing Party:

Date Filed:

April 14, 2016

Dear Stockholder:

I write to solicit your support for the position of 3M Company and its Board of Directors in opposing two stockholder proposals to be voted on at the Companys Annual Meeting of Stockholders on May 10, 2016. The first proposal relates to reducing the current threshold to call a special meeting of stockholders from 25% to 15% of the outstanding shares. The second proposal relates to the impact of our share repurchase program on executive compensation. I will briefly explain why we

oppose

each proposal.

1.

Special Meeting Proposal

. The proposal, submitted by James McRitchie, requests that the Board amend the Companys Bylaws to give the holders of 15 percent of our outstanding common stock the power to call special stockholder meetings. Our Board

opposes

this proposal for the following reasons:

Our stockholders already have a meaningful right to call a special meeting. The Companys Bylaws permit the holders of 25 percent of our outstanding stock to call a special meeting upon written request to the Board.

The proposal, with its low 15 percent ownership requirement, could subject the Company to disruption from special interest stockholder groups with an agenda not in the best interests of the Company or the majority of stockholders. Stockholders can be self-interested in ways that directors, bound by the...


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