Date of Report (Date of earliest event reported): September 29, 2026
___________________________
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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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
1.500% Notes due 2027
GIS 27
New York Stock Exchange
3.907% Notes due 2029
GIS 29
New York Stock Exchange
3.650% Notes due 2030
GIS 30A
New York Stock Exchange
3.600% Notes due 2032
GIS 32
New York Stock Exchange
3.850% Notes due 2034
GIS 34
New York Stock Exchange
4.750% Series A Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056
GIS 56
New York Stock Exchange
5.250% Series B Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056
GIS 56A
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 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On September 29, 2026, the shareholders of General Mills, Inc. (the “Company”) voted at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) to approve amendments to the Amended and Restated Certificate of Incorporation of the Company (the “Amended Certificate”), effective October 1, 2026, to provide for the exculpation of certain officers and to require that claims under the Securities Act of 1933 be brought only in the federal district courts of the United States.
The foregoing description is qualified in its entirety by reference to the full text of the Amended Certificate attached hereto as Exhibit 3.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 29, 2026, the Company held its 2026 Annual Meeting. There were 444,390,002 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 13, 2026. Below are the final voting results.
1. Election of Directors
Director Nominee
For
Against
Abstain
Broker Non-Votes
Joan L. Bottarini
343,434,940
4,255,345
1,259,429
95,440,288
Benno O. Dorer
341,808,356
5,854,824
1,286,534
95,440,288
Jeffrey L. Harmening
325,665,552
20,719,713
2,564,449
95,440,288
Maria G. Henry
340,072,585
7,576,588
1,300,541
95,440,288
Jo Ann Jenkins
340,212,991
7,493,449
1,243,274
95,440,288
Elizabeth C. Lempres
341,516,112
6,227,711
1,205,891
95,440,288
Dana M. McNabb
343,177,832
4,596,299
1,175,583
95,440,288
John G. Morikis
342,451,641
5,240,458
1,257,615
95,440,288
Diane L. Neal
341,486,622
6,280,799
1,182,293
95,440,288
Maria A. Sastre
336,078,130
11,633,636
1,237,948
95,440,288
Eric D. Sprunk
335,835,014
11,897,826
1,216,874
95,440,288
Jorge A. Uribe
340,390,268
7,342,162
1,217,284
95,440,288
2. Approve Advisory Vote on Executive Compensation
For
Against
Abstain
Broker Non-Votes
324,336,202
22,238,319
2,375,193
95,440,288
3. Ratify Appointment of the Independent Registered Public Accounting Firm
For
Against
Abstain
Broker Non-Votes
414,677,845
28,370,835
1,341,322
0
4. Approve Amendment to the Certificate of Incorporation to Provide for Exculpation of Certain Officers
For
Against
Abstain
Broker Non-Votes
305,951,313
40,791,774
2,206,627
95,440,288
5. Approve Amendment to the Certificate of Incorporation to Adopt a Federal Forum Provision
For
Against
Abstain
Broker Non-Votes
293,518,820
53,155,316
2,275,578
95,440,288
6. Shareholder Proposal – Restriction On “Blank-check” Preferred Stock
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.