GENERAL MILLS INC
For the period ended Sep 30, 2025. Filed Aug 11, 2025.
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Sep 30, 2025 · Filed Aug 11, 2025
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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. )
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Soliciting Material under §240.14a-12
General Mills, Inc.
(Name of Registrant as Specified in Its Charter)
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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 |
|---|
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:
We entered fiscal 2025 with three priorities for the year: to accelerate organic sales growth, create fuel for investment, and drive strong cash generation. We started fiscal 2025 strong, but a challenging macroeconomic environment and continued value-seeking behaviors by consumers led to lower than anticipated performance. Our results against our fiscal 2025 priorities were mixed, with net sales falling short of our target while our Holistic Margin Management (“HMM”) cost savings and free cash conversion exceeded our fiscal 2025 goals. We made further progress on reshaping our portfolio with the divestiture of our North America Yogurt businesses and the acquisition of the North America Whitebridge Pet Brands business, and we returned $2.5 billion to shareholders in fiscal 2025 through dividends and share repurchases.
RETURNING TO GROWTH IN FISCAL 2026.
As we head into fiscal 2026, we are focused on returning to growth in an operating environment that will remain volatile, with consumers pressured by widespread uncertainty from tariffs, global conflicts, and changing regulations. With these consumer dynamics in mind, we have set three clear priorities for the year ahead, maintaining a thoughtful balance of re-investing for long-term growth and driving cost savings to support these investments. First, we plan to return North America Retail to volume growth by continuing to invest in remarkable experiences for consumers, leading to stronger pound share and household penetration for our brands. Second, we plan to accelerate growth for our North America Pet segment by growing our core Blue Buffalo business and launching several exciting category expansion plans. Finally, we plan to drive efficiencies to reinvest in growth by delivering best in class HMM productivity and transforming how we work to free up our teams to focus on growth and innovation. The road ahead will require strong execution and unwavering commitment, and our dedicated and talented team is poised to deliver a successful year by remaining united on a common goal – growth.
OUR REMARKABLE EXPERIENCES FRAMEWORK WILL BRING IMPROVED VALUE, INNOVATION, AND CORE NEWS TO OUR BIGGEST BUSINESSES IN FISCAL 2026.
Our Remarkable Experience Framework will be key to how we deliver on our priorities in fiscal 2026. This framework highlights how we assess our brands across five key areas – product, packaging, brand communication, omnichannel execution, and value – to identify where we are superior to competition and where we have gaps to close in our current product offerings. As we look to fiscal 2026, we will maintain our focus on value by addressing value at the shelf and by expanding our sizes and formats to allow us to meet consumers in the right channels with the right packages at the right price point. Our new line of fresh dog food,Love Made Fresh will giveBlue Buffalo a remarkable, differentiated offering in U.S. fresh pet food, makingBlue Buffalo the largest U.S. pet food brand to offer pet parents a full suite of solutions across dry, wet, and fresh feeding. We’ll also lean in with remarkable innovation and marketing across some of our biggest categories, including cereal, snacks, convenient meals, and ice cream.
As we look forward, we are clear on the job to do in fiscal 2026, which is to restore volume-driven organic sales growth. We know that restoring sustainable, profitable organic sales growth is the key to long-term value creation, and we look forward to advancing our plans, delivering on our priorities, and driving strong shareholder returns in fiscal 2026. We’re proud of how the company has continued to evolve throughout its nearly 160 year history, and we are energized by the work to do in fiscal 2026 to return the company to growth.
I want to close by thanking you, our shareholders, for your investment in General Mills. On behalf of all of our 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.
JEFFREY L. HARMENING
Chairman and Chief Executive Officer
August 11, 2025
| Notice of 2025 Annual Meeting of Shareholders | 1 |
|---|
A Letter from Your Independent Lead Director
Dear Fellow Shareholders:
It has been my privilege to continue to serve as your Independent Lead Director this year. While the events of the past year have presented some unique demands and challenges, the board remains focused on fulfilling its fiduciary duties and working on your behalf to create sustainable, long-term value. As our 2025 Annual Meeting approaches, I am pleased to have the opportunity to update you on the board’s priorities and work during the past year.
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 working to advance the Accelerate strategy. In fiscal 2025, the board played a significant role in overseeing the company’s portfolio shaping efforts, including the acquisition of Whitebridge Pet Brands’ North American premium Pet food business and the divestiture of the company’s North American Yogurt businesses. 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 plans at each board meeting. The board is also actively engaged in overseeing the company’s risk management activities. 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.
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.
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 advancing regenerative agriculture, reducing greenhouse gas emissions, 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 key shareholders.
You are represented by a highly-skilled and accomplished board of directors with significant experience in the consumer packaged goods and retail industries, global business operations, innovation, finance, portfolio shaping, technology, and consumer health and wellness. Grounded in a strong culture that encourages substantive and open dialogue between the board and management, our board discussions take full advantage of the individual and collective talents of our directors. Our board succession work has built a best-in-class board with strong industry experience that is capable, engaged, and focused on long-term value creation for shareholders. We want to thank C. Kim Goodwin, who will not be standing for re-election at this year’s annual meeting, for her valuable contributions and 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 11, 2025
| 2 | General Mills, Inc. |
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