GENERAL MILLS INC
For the period ended Sep 24, 2024. Filed Aug 12, 2024.
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Sep 24, 2024 · Filed Aug 12, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
| Filed by the Registrant | Filed by a Party other than the Registrant |
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Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12
General Mills, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
Accelerate
Strategy
We are executing our Accelerate strategy to drive sustainable, profitable growth and top-tier shareholder returns over the long term. The Accelerate strategy focuses on four pillars to create competitive advantages and win: boldly building brands, relentlessly innovating, unleashing scale and standing for good. We are prioritizing our core markets, global platforms and local gem brands that have the best prospects for profitable growth and we are committed to reshaping our portfolio with strategic acquisitions and divestitures to further enhance our growth profile.
Our Purpose
Making Food the World Loves
Where to Play
| CORE MARKETS | GLOBAL PLATFORMS | LOCAL GEMS | PORTFOLIORESHAPING |
|---|
How to Win
| BOLDLY BUILDINGBRANDS | RELENTLESSLYINNOVATING | UNLEASHINGOUR SCALE | STANDING FORGOOD |
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Drive Long-Term Shareholder Value
| ORGANIC NET SALES*+2-3% | ADJUSTEDOPERATINGPROFIT* +MSD(1) | ADJUSTED DILUTEDEPS* +MSD(1) TO +HSD(2) | MAINTAIN CAPITALDISCIPLINE |
|---|
| * | Non-GAAP measure. |
| (1) | Mid-single-digit constant currency growth rate. |
| (2) | High-single-digit constant currency growth rate. |
A Letter from Our Chairman and CEO
Dear Fellow Shareholders:
In fiscal 2024, we continued to execute on our Accelerate strategy and navigated a more challenging category and competitive backdrop than we expected at the beginning of the year. Our fiscal 2024 performance was impacted by an uncertain macroeconomic environment, which resulted in greater-than-expected value-seeking behaviors by consumers and our organic net sales declining one percent for the year. While our fiscal 2024 results were mixed, we invested in brand building and innovation, advanced our digital capabilities and improved our supply chain efficiency, including generating industry-leading Holistic Margin Management (“HMM”) cost savings.
STRONG INNOVATION, DIGITAL MARKETING, AND PORTFOLIO SHAPING POSITION US FOR GROWTH AND STRONG SHAREHOLDER RETURNS.
We increased our focus on new product innovation in fiscal 2024, which resulted in General Mills launching each of the five largest new products in the U.S. Cereal category and the rollout of successful new varieties in Pet. We advanced our digital capabilities, doubling down on investments in data-driven marketing, including digital rewards and couponing, that will be critical for driving future growth. We also continued to reshape our portfolio, including acquiring premium European pet food brand Edgard & Cooper. In fiscal 2024, we were able to return more than $3 billion to shareholders through dividends and share repurchases, which brings our total cash returns to shareholders to nearly $10 billion since fiscal 2021.
PREPARED TO WIN IN FISCAL 2025.
We enter fiscal 2025 ready to compete and invest behind our brands in an operating environment that we know will continue to evolve in the face of ongoing economic uncertainty for consumers. In fiscal 2025, we will continue to execute our Accelerate strategy and are focused on achieving three priorities that will be critical to our success. First, we will accelerate our organic sales by improving our competitiveness through our remarkable experiences framework. Second, we will create fuel for investment by generating HMM cost savings to offset inflation and accelerate brand investment. Finally, we will continue our robust cash conversion and capital allocation discipline to drive strong cash generation.
GENERAL MILLS WILL ALWAYS STAND FOR GOOD.
In addition to the business results achieved by our teams in fiscal 2024, our employees continued to live out our purpose of making food the world loves. Recognizing that everything we do touches the lives of families and communities – now, and for years to come – we are more determined than ever to ensure the G in General Mills stands for Good. Our focus on putting people first extends beyond our consumers to our entire value chain, including the farmers who grow our ingredients, our employees who are the heartbeat of General Mills and, of course, the communities we are proud to be a part of and serve. We also continue to advance and make progress against our priority planetary commitments, including climate change, regenerative agriculture and packaging.
As I reflect on the past year, I have tremendous pride in what our people have accomplished and confidence that they will return us to growth in the year ahead. With new senior leaders for our four business segments, our teams are energized by our plans and by multiple areas of innovation designed to drive our fiscal 2025 business results.
I want to close by thanking you, our shareholders, for your investment in General Mills. On behalf of our more than 34,000 talented employees around the world, I want you to know that as we continue to navigate an evolving operating environment, we are in a strong position to deliver consistent, profitable growth and top-tier shareholder returns over the long term.
Sincerely,
JEFFREY L. HARMENING
Chairman and Chief Executive Officer
August 12, 2024
| Notice of 2024 Annual Meeting of Shareholders | 1 |
|---|
A Letter from Your Independent Lead Director
Dear Fellow Shareholders:
This is my first letter to you as Independent Lead Director of General Mills, having been appointed to my new role by the board in September 2023. I want to begin by recognizing Steve Odland, who preceded me, for his many significant contributions to building the effective, engaged and collaborative board we have today.
Guiding the development and execution of the company’s long-term Accelerate strategy remains the board’s top priority. At each meeting, the board receives updates from company leaders on how they are advancing the Accelerate strategy, including regular discussions on portfolio shaping. The board is confident that the Accelerate strategy will benefit shareholders by providing a strategic foundation for long-term value creation.
One of the board’s key roles is working with management to set ambitious business plans for each fiscal year. The board then closely monitors the company’s performance throughout the year, with ongoing assessments against those business plans at each board meeting. The board is also actively engaged in overseeing the company’s risk management. To ensure that the board fulfills its oversight role in a comprehensive and coordinated manner, the responsibility for overseeing specific aspects of the company’s risk management program is purposefully allocated among the full board and board committees.
To ensure the company continues to advance its sustainability and global impact commitments, the board is actively engaged in overseeing the company’s efforts that are focused on addressing climate change, advancing regenerative agriculture, increasing the recyclability of our packaging, and strengthening the communities in which the company operates. The board’s oversight is informed by feedback and engagements with stakeholders, including our shareholders.
The board is also actively involved in overseeing the company’s strategies to recruit, develop and safeguard the well-being of our talented and dedicated team. The full board regularly discusses matters of corporate culture and employee engagement to ensure that our teams embody the attributes, behaviors and commitment necessary to advance our strategies. An essential part of our culture is our commitment to operating with integrity and acting with the highest ethical standards. This starts with the clear expectation set by the board and is reinforced by the audit committee and board’s regular reviews of our ethics and compliance reports.
You are represented by an accomplished, ethical and diverse board of directors with significant experience in the consumer packaged goods and retail industries, global business operations, new product launches and innovation, finance, portfolio shaping, technology, and consumer health and wellness. Our board succession work, including the additions of Benno O. Dorer and John G. Morikis this year, has built a best-in-class board with strong industry experience that is capable, diverse, engaged and focused on long-term value creation for shareholders. We also want to thank R. Kerry Clark, who will be retiring at this year’s annual meeting, for his valuable contributions and longstanding service as a board member. I encourage you to vote for each of the board’s nominees.
On behalf of the board, thank you for the confidence you’ve placed in us and for your continued investment in General Mills.
Sincerely,
MARIA HENRY
Independent Lead Director
August 12, 2024
| 2 | General Mills, Inc. |
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