UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 26, 2023

 

General Mills, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware		001-01185		41-0274440
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

Number One General Mills Boulevard Minneapolis, Minnesota		55426
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (763) 764-7600

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $.10 par value		GIS		New York Stock Exchange
0.125% Notes due 2025		GIS 25A		New York Stock Exchange
0.450% Notes due 2026		GIS 26		New York Stock Exchange
1.500% Notes due 2027		GIS 27		New York Stock Exchange
3.907% Notes due 2029		GIS 29		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

On September 26, 2023, the Company held its 2023 Annual Meeting. There were 504,765,469 shares of common stock represented either in person or by proxy at the meeting. For more information on the following proposals submitted to shareholders, see the Company’s definitive proxy statement, dated August 14, 2023. Below are the final voting results.

 

1.

Election of Directors

 

Director Nominee		For				Against				Abstain				Broker Non-Votes
R. Kerry Clark			402,643,374				16,717,007				1,736,620				83,668,468
C. Kim Goodwin			411,246,946				8,149,263				1,700,792				83,668,468
Jeffrey L. Harmening			378,214,226				39,417,241				3,465,534				83,668,468
Maria G. Henry			407,792,978				11,607,837				1,696,186				83,668,468
Jo Ann Jenkins			415,962,288				3,425,007				1,709,706				83,668,468
Elizabeth C. Lempres			409,810,976				9,589,245				1,696,780				83,668,468
Diane L. Neal			416,466,179				2,976,745				1,654,077				83,668,468
Steve Odland			404,496,237				14,871,054				1,729,710				83,668,468
Maria A. Sastre			407,237,696				12,194,481				1,664,824				83,668,468
Eric D. Sprunk			413,803,685				3,258,504				4,034,812				83,668,468
Jorge A. Uribe			412,638,018				6,733,643				1,725,340				83,668,468

 

2.

Advisory Vote on Executive Compensation

 

For		Against		Abstain		Broker Non-Votes
387,679,969		31,344,885		2,072,147		83,668,468

 

3.

Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation

 

One Year		Two Years		Three Years		Abstain
409,746,057		1,497,802		7,832,312		2,020,830

 

4.

Ratification of Appointment of Independent Registered Public Accounting Firm

 

For		Against		Abstain		Broker Non-Votes
470,731,481		32,137,512		1,896,476		0

 

5.

Management Proposal – Special Shareholder Meeting Right

 

For		Against		Abstain		Broker Non-Votes
281,641,760		112,344,984		27,110,257		83,668,468

 

6.

Shareholder Proposal – Special Shareholder Meeting Right

 

For		Against		Abstain		Broker Non-Votes
251,882,113		165,987,946		3,226,942		83,668,468

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

		104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 29, 2023