GENERAL MILLS INC

For the period ended Sep 24, 2024. Filed Aug 12, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Sep 24, 2024 · Filed Aug 12, 2024

GIS$35.51-2.6%Stored close · as of Nov 6, 2026

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Contents

Proxy Voting Roadmap

PROPOSAL NUMBER 1:

Election of Directors

The board of directors recommends the election of each of the highly experienced director nominees presented in this proxy statement to our independent and diverse board.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE.		INDEPENDENCE
	GENDER
	ETHNIC DIVERSITY
	AGE
	TENURE (AVERAGE TENURE: 6 YEARS)
		Our Directors’ Skills and Experiences Support Our Long-term Strategy
		Additional information about each director, including our two new directors Benno O. Dorer and John G. Morikis, and his or her qualifications may be found beginning on page 20.

Notice of 2024 Annual Meeting of Shareholders	11

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PROPOSAL NUMBER 2:

Advisory Approval of Executive Compensation

The compensation program for our executive team recognizes and rewards the achievement of annual and sustained competitive performance. Each element of compensation is tied to performance. Incentive measures are closely linked to our strategy, long-term growth model, financial objectives and ultimately TSR.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RESOLUTION.	Percentage Of CEO Target Compensation		Total Direct Compensation Element		Pay Element		Performance Measure
		BASE SALARY		Cash		• Individual performance and contributions based on scope and complexity of role
		ANNUAL INCENTIVE		Cash-based award		Company Performance (80%) • Organic net sales growth* • Adjusted operating profit growth* Individual Performance (20%)
			LONG-TERM INCENTIVE
				Performance Share Units (“PSUs”)		Three-year cliff vesting and Three-year measurement period • Organic net sales growth (Compound Annual Growth Rate (“CAGR”))* • Cumulative operating cash flow* • +/- 25% Relative TSR Modifier
					Stock Options		Four-year graded vesting
					Restricted Stock Units		Four-year graded vesting
	Additional information about executive compensation may be found beginning on page 46.

PROPOSAL NUMBER 3:

Ratify Appointment of the Independent Registered Public Accounting Firm THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL.

Our audit committee is responsible for the selection and engagement of our independent auditor. The audit committee annually reviews qualifications, performance, independence and fees of KPMG, our current registered public accounting firm. The focus of the process is to select and retain the most qualified firm to perform the annual audit. Based on its annual review, the audit committee believes that the retention of KPMG as our independent auditor is in the best interests of the company and its shareholders. We are asking shareholders to ratify the appointment of KPMG for fiscal 2025. Additional information about the independent registered public accounting firm may be found beginning on page 74.

* Non-GAAP measure. For more information on the use of non-GAAP measures in the Proxy Statement, and a reconciliation of non-GAAP measures to the most directly comparable GAAP measures, see Appendix A.

12	General Mills, Inc.

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PROPOSAL NUMBERS 4 and 5:

Shareholder Proposals THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THESE PROPOSALS.

We received two shareholder proposals to be voted on at this year’s annual meeting, if properly presented. Shareholders are asked to vote against each of the shareholder proposals. Information on the shareholder proposals and our statements in opposition of the proposals may be found beginning on page 77.

Notice of 2024 Annual Meeting of Shareholders	13

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ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.