3M 2009 Annual Report Download - page 125

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Item 11. Executive Compensation.
The information required by Item 402 of Regulation S-K is contained under the captions “Executive Compensation”
(excluding the information under the caption “— Compensation Committee Report”) and “Director Compensation and
Stock Ownership Guidelines” of the 3M Proxy Statement. Such information is incorporated by reference.
The information required by Items 407(e)(4) and (e)(5) of Regulation S-K is contained under the captions
“Compensation Committee Interlocks and Insider Participation” and “Executive Compensation — Compensation
Committee Report” of the 3M Proxy Statement. Such information (other than the Compensation Committee Report,
which shall not be deemed to be “filed”) is incorporated by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
The information relating to security ownership of certain beneficial owners and management is set forth under the
designation “Information on Stock Ownership of Directors and Executive Officers” and “Security Ownership of More
Than 5 Percent Stockholders” in the 3M Proxy Statement and such information is incorporated by reference herein.
Equity compensation plans information follows:
Equity Compensation Plans Information (1)
Plan Category
A
Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants
and rights
B
Weighted-
average
exercise
price of
outstanding
options,
warrants
and rights
C
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (A)
Equity compensation plans approved by security holders..
Stock options ................................................................... 74,268,165 $ 72.39 —
Restricted stock and restricted stock units ...................... 4,379,480 — —
Non-employee directors .................................................. 47,645 — —
Total................................................................................. 78,695,290 $ 72.39 15,507,162
GESPP ............................................................................ — — 5,659,939
Subtotal ............................................................................... 78,695,290 $ 72.39 21,167,101
Equity compensation plans not approved by security
holders ............................................................................. — — —
Total .................................................................................... 78,695,290 $ 72.39 21,167,101
(1) In column B, the weighted-average exercise price is only applicable to stock options. In column C, the number of
securities remaining available for future issuance for stock options, restricted stock, restricted stock units, and non-
employee directors is approved in total and not individually with respect to these items.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
With respect to certain relationships and related transactions as set forth in Item 404 of Regulation S-K, no matters
require disclosure with respect to transactions with related persons. The information required by Item 404(b) and
Item 407(a) of Regulation S-K is contained under the captions “Governance of the Company — Related Person
Transaction Policy and Procedures” and “Governance of the Company — Director Independence” of the 3M Proxy
Statement and such information is incorporated by reference herein.
Item 14. Principal Accounting Fees and Services.
The information relating to principal accounting fees and services is set forth under the designation “Fees of the
Independent Registered Public Accounting Firm” and “Audit Committee Policy on Pre-Approval of Audit and
Permissible Non-Audit Services of the Independent Registered Public Accounting Firm” in the 3M Proxy Statement
and such information is incorporated by reference herein.