GENERAL MILLS INC
For the period ended Sep 29, 2026. Filed Aug 13, 2026.
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Sep 29, 2026 · Filed Aug 13, 2026
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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 |
Check the appropriate box:
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)
Payment of Filing Fee (Check all boxes that apply):
No fee required.
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.
AccelerateStrategy
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 |
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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 |
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*Non-GAAP measure.
(1)Mid-single-digit constant currency growth rate.
(2)High-single-digit constant currency growth rate.
| Notice of 2026 Annual Meeting of Shareholders | 1 |
|---|
A Letter from OurChairman and CEO
Dear Fellow Shareholders:
We entered fiscal 2026 with three priorities for the year: to return North America Retail to volume growth, accelerate growth for our
North America Pet segment, and drive efficiencies to reinvest in growth. While fiscal 2026 presented challenges, including a difficult
macroeconomic environment and continued value seeking consumer behaviors, we made progress on our strategic transformation
and we meaningfully strengthened our foundation for the future through restoring household penetration growth, improving base
volume, and significantly increasing our contributions from innovation. We also continued to reshape our portfolio and returned
$1.8 billion to shareholders through dividends and share repurchases.
OUR REMARKABILITY PLAYBOOK DROVE IMPROVED COMPETITIVENESS IN FISCAL 2026.
Our Remarkability playbook was central to how we delivered improved competitiveness in fiscal 2026. We invested in greater value,
product news, and innovation for consumers, which helped improve base volume and restore household penetration growth. We grew
or held pound share in 65 percent of our top 10 U.S. categories, demonstrating that our investments in brand building and consumer
value are working. During the year, we also completed the divestiture of our U.S. Yogurt business, integrated our North American
Whitebridge Pet Brands acquisition, and agreed to divest our Brazil business and our Häagen-Dazs shops in mainland China – all
actions that sharpen our portfolio and position us for stronger growth ahead.
ADVANCING OUR TRANSFORMATION IN FISCAL 2027.
As we head into fiscal 2027, we are focused on restoring organic growth and driving increased efficiency in an operating environment
that will remain challenging, 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: strengthen organic net
sales with a step change in remarkability through delivering benefit-focused innovation and renovation, accelerate enterprise
transformation by driving industry-leading levels of holistic margin management and transformation cost savings, and drive disciplined
capital allocation and returns through maintaining a sharp focus on cash and leverage. We are targeting $3 billion in cumulative cost
savings by fiscal 2030, with at least $750 million expected to be delivered in fiscal 2027 alone.
We look forward to advancing our plans and delivering on our priorities, which we believe will drive strong shareholder returns in
fiscal 2027. We’re proud of how the company has continued to evolve throughout its 160-year history, and we are energized by the
transformation work ahead.
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 13, 2026
| 2 | General Mills, Inc. |
A Letter from YourIndependent Lead Director
Dear Fellow Shareholders:
It has been my privilege to continue to serve as your Independent Lead Director this year. While fiscal 2026 presented the company with
significant challenges, we made meaningful strategic progress and the board remained focused on fulfilling its fiduciary duties and working on
your behalf to create sustainable, long-term value. As our 2026 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 overseeing the 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 2026,
the board played a significant role in overseeing the company’s continued portfolio transformation, including the completion of the U.S. Yogurt
divestiture, the planned divestitures of the Brazil business and Häagen-Dazs shops in mainland China, and the continued integration of the
North American Whitebridge Pet Brands acquisition. The board also oversaw management’s execution of the Remarkability playbook and the
company’s transformation initiatives. The board is confident that these strategic actions will benefit shareholders by positioning the company
for stronger, more sustainable growth.
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. In fiscal 2026, the
board devoted significant attention to overseeing management’s plans to restore organic growth and drive efficiencies. 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. In particular, the board was heavily involved in overseeing Dana McNabb’s promotion to Chief Operating Officer on
June 1, 2026. 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, digital and technology, and consumer health, wellness,
and nutrition. 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. The board actively and strategically evaluates the skill
sets needed to support the company's strategy in today's competitive and evolving packaged food environment, drawing as appropriate on
the perspectives of external advisors to assist in assessing and identifying those capabilities. This succession work, including the additions of
Joan Bottarini and Dana McNabb this year, 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 also want to thank Steve Odland, who will not be standing for re-election at
this year’s annual meeting, for his 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
August 13, 2026
| Notice of 2026 Annual Meeting of Shareholders | 3 |
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Notice of 2026 Annual Meeting
of Shareholders
| Background | ||
|---|---|---|
| Date and Time | Location | Who Can Vote |
| Tuesday, September 29, 2026, at 8:30 a.m., Central Daylight Time | Online only at www.virtualshareholder meeting.com/GIS2026 | The record date for the Annual Meeting is August 3, 2026. If you held General Mills stock at the close of business on that date, you are entitled to vote at the Annual Meeting. |
Voting Items
| PROPOSAL | BOARD VOTINGRECOMMENDATION | ||
| 1 | ELECT AS DIRECTORS THE 12 NOMINEES NAMED IN THE ATTACHED PROXY STATEMENT | FOR each director nominee | |
| 2 | APPROVE ADVISORY VOTE ON EXECUTIVE COMPENSATION | FOR | |
| 3 | RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING MAY 30, 2027 | FOR | |
| 4 | APPROVE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO PROVIDE FOR EXCULPATION OF CERTAIN OFFICERS | FOR | |
| 5 | APPROVE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO ADOPT A FEDERAL FORUM PROVISION | FOR | |
| 6-8 | VOTE ON THREE SHAREHOLDER PROPOSALS, IF PROPERLY PRESENTED AT THE MEETING | AGAINST |
Shareholders will also transact any other business that properly comes before the meeting.
Voting Methods
Your vote is important. We encourage you to vote by proxy, even if you plan to attend the virtual meeting.
| INTERNETwww.proxyvote.com | TABLET OR SMARTPHONE | TELEPHONEToll-free (U.S. and Canada)1-800-690-6903 | MAILMail in your signed proxy card or voting instruction form (if you received one) | ONLINE AT ANNUAL MEETINGwww.virtualshareholder meeting.com/GIS2026 |
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| Sincerely,Karen Wilson ThissenSecretaryAugust 13, 2026 | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 29, 2026Our Notice of 2026 Annual Meeting of Shareholders, Proxy Statement and Annual Report to Shareholders are available on the General Mills website at www.generalmills.com in the Investors section. We first mailed or made available the proxy materials to our shareholders on or about August 13, 2026. |
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| 4 | General Mills, Inc. |
Table of Contents
| A Letter from Our Chairman and CEO | 1 |
| A Letter from Your Independent Lead Director | 2 |
| Notice of 2026 Annual Meeting of Shareholders | 3 |
| Proxy Statement Summary | 5 |
| Proxy Voting Roadmap | 11 |
| PROPOSAL NUMBER 1: Election of Directors | 14 |
| 2026 Director Nominees At-A-Glance | 15 |
| Director Nomination Process | 16 |
| Board Refreshment and Director Succession Planning | 16 |
| Other Board Service | 16 |
| Board Skills, Qualifications, and Experience | 17 |
| 2026 Director Nominees | 19 |
| Corporate Governance | 31 |
| Corporate Governance Policies and Practices | 31 |
| Our Board’s Key Responsibilities | 31 |
| Board Leadership Structure | 38 |
| Board Committees and Their Functions | 40 |
| Annual Board and Committee Evaluation Process | 43 |
| Board Independence and Related Person Transactions | 44 |
| Codes of Conduct for Directors and Employees | 44 |
| Shareholder Director Nominations | 44 |
| Communications with the Board | 45 |
| Director Compensation | 46 |
| Elements of Compensation | 46 |
| Deferred Compensation | 46 |
| Director Compensation for Fiscal 2026 | 47 |
| PROPOSAL NUMBER 2: Approval of Advisory Vote on Executive Compensation | 48 |
| Executive Compensation | 49 |
| Compensation Discussion and Analysis | 49 |
| Fiscal Year Financial Highlights that Align with Our Pay for Performance Principles | 50 |
| Compensation and Talent Committee Report | 61 |
| Executive Compensation Tables | 62 |
| Potential Payments Upon Termination or Change in Control | 70 |
| CEO Pay Ratio | 74 |
| Pay Versus Performance | 74 |
| PROPOSAL NUMBER 3: Ratify Appointment of the Independent Registered Public Accounting Firm | 77 |
| Independent Registered Public Accounting Firm Fees | 78 |
| Auditor Services Pre-approval Policy | 78 |
| Audit Committee Report | 78 |
| PROPOSAL NUMBER 4:Approve Amendment to our Certificate of Incorporation to Provide for Exculpation of Certain Officers | 80 |
| PROPOSAL NUMBER 5:Approve Amendment to our Certificate ofIncorporation to Adopt a Federal Forum Provision | 82 |
| PROPOSAL NUMBER 6:Shareholder Proposal – Restriction On “Blank-check” Preferred Stock | 84 |
| PROPOSAL NUMBER 7:Shareholder Proposal – Report on Human Rights | 88 |
| PROPOSAL NUMBER 8:Shareholder Proposal – Pesticide Reduction Reporting | 92 |
| Stock Ownership Information | 95 |
| Ownership of General Mills Common Stock by Directors, Officers and Certain Beneficial Owners | 95 |
| Delinquent Section 16(a) Reports | 96 |
| Related Policies | 96 |
| General Information | 98 |
| Other Business | 98 |
| Questions and Answers About the 2026 Annual Meeting and Voting | 98 |
| Solicitation of Proxies | 103 |
| Delivery and Viewing of Proxy Materials | 103 |
| Your Vote is Important! | 103 |
| Appendix A: Non-GAAP Financial Measures | A-1 |
|---|---|
| Appendix B: Amended and Restated Certificate of Incorporation | B-1 |
| Frequently Requested Information | |||
|---|---|---|---|
| Annual Board and Committee Evaluation Process | 43 | Elements of Compensation | 46 |
| Board Leadership Structure | 38 | Proxy Summary: Fiscal Year Financial Highlights | 6 |
| Overseeing Sustainability and Global Impact | 36 | Overseeing Leadership Development, Culture, and Human Capital Management | 33 |
| CEO Pay Ratio | 74 | ||
| Robust Clawback Policies | 59 | The Industry Peer Group | 58 |
| Director Independence Determination | 44 | Shareholder Engagement Program | 37 |
| Independent Director Stock Ownership Policy | 96 | Summary Compensation Table | 62 |
| Notice of 2026 Annual Meeting of Shareholders | 5 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.