3M 2005 Annual Report Download - page 103

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77
meeting of stockholders (“3M Proxy Statement”) and is incorporated by reference herein. Information about executive
officers is included in Item 1 of this Annual Report on Form 10-K.
Code of Ethics. All of our employees, including our Chief Executive Officer, Chief Financial Officer and Chief
Accounting Officer are required to abide by 3M’s long-standing business conduct policies to ensure that our
business is conducted in a consistently legal and ethical manner. 3M has posted the text of such code of ethics on
its website (http://www.3M.com/businessconduct). At the same website, any future amendments to the code of
ethics will also be posted. Any person may request a copy of the code of ethics, at no cost, by writing to us at the
following address:
3M Company
3M Center, Building 220-11W-02
St. Paul, MN 55144-1000
Attention: Director, Business Conduct and Compliance
Item 11. Executive Compensation. The information relating to executive compensation is set forth under the
designations “Summary Compensation Table,” “Option Grants in Last Fiscal Year,” “Aggregated Option Exercises in
Last Fiscal Year and Fiscal Year-End Option Values,” “Long-Term Incentive Plan Awards Table,” “Employment
Contracts, Termination of Employment and Change-in-Control Arrangements,” “Retirement Benefits,” and “Director
Compensation and Stock Ownership Guidelines” in 3M’s Proxy Statement and such information is incorporated by
reference herein.
Item 12. Security Ownership of Certain Beneficial Owners and Management. The information relating to security
ownership of certain beneficial owners and management is set forth under the designation “Beneficial Ownership
Table” in 3M’s Proxy Statement and such information is incorporated by reference herein.
Equity compensation plans information follows:
Equity Compensation Plans Information
A B C
Plan Category Number of Number of securities
securities to be Weighted- remaining available for
issued upon average exercise future issuance under
exercise of price of equity compensation
outstanding outstanding plans (excluding
options, warrants options, warrants securities reflected in
and rights and rights column (A)
Equity compensation
plans approved by
security holders
MSOP 80,157,713 $62.40 24,937,892
GESPP – – 12,104,539
Non-employee directors – – 543,405
Subtotal 80,157,713 $62.40 37,585,836
Equity compensation
plans not approved by
security holders – – –
Total 80,157,713 $62.40 37,585,836
Item 13. Certain Relationships and Related Transactions.
No matters require disclosure.
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” in 3M’s Proxy
Statement and such information is incorporated by reference herein.