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GENERAL MILLS INC

For the period ended Sep 29, 2026. Filed Aug 13, 2026.

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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 29, 2026 · Filed Aug 13, 2026

GIS$35.51-2.6%Stored close · as of Nov 6, 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 RegistrantFiled 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 MARKETSGLOBAL PLATFORMSLOCAL GEMSPORTFOLIORESHAPING

How to Win

BOLDLY BUILDINGBRANDSRELENTLESSLYINNOVATINGUNLEASHINGOUR SCALESTANDING 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.

Notice of 2026 Annual Meeting of Shareholders1

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

2General 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 Shareholders3

Notice of 2026 Annual Meeting

of Shareholders

Background
Date and TimeLocationWho Can Vote
Tuesday, September 29, 2026, at 8:30 a.m., Central Daylight TimeOnline only at www.virtualshareholder meeting.com/GIS2026The 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

PROPOSALBOARD VOTINGRECOMMENDATION
1ELECT AS DIRECTORS THE 12 NOMINEES NAMED IN THE ATTACHED PROXY STATEMENTFOR each director nominee
2APPROVE ADVISORY VOTE ON EXECUTIVE COMPENSATIONFOR
3RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING MAY 30, 2027FOR
4APPROVE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO PROVIDE FOR EXCULPATION OF CERTAIN OFFICERSFOR
5APPROVE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO ADOPT A FEDERAL FORUM PROVISIONFOR
6-8VOTE ON THREE SHAREHOLDER PROPOSALS, IF PROPERLY PRESENTED AT THE MEETINGAGAINST

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.comTABLET OR SMARTPHONETELEPHONEToll-free (U.S. and Canada)1-800-690-6903MAILMail in your signed proxy card or voting instruction form (if you received one)ONLINE AT ANNUAL MEETINGwww.virtualshareholder meeting.com/GIS2026
Sincerely,Karen Wilson ThissenSecretaryAugust 13, 2026IMPORTANT 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.
4General Mills, Inc.

Table of Contents

A Letter from Our Chairman and CEO1
A Letter from Your Independent Lead Director2
Notice of 2026 Annual Meeting of Shareholders3
Proxy Statement Summary5
Proxy Voting Roadmap11
PROPOSAL NUMBER 1: Election of Directors14
2026 Director Nominees At-A-Glance15
Director Nomination Process16
Board Refreshment and Director Succession Planning16
Other Board Service16
Board Skills, Qualifications, and Experience17
2026 Director Nominees19
Corporate Governance31
Corporate Governance Policies and Practices31
Our Board’s Key Responsibilities31
Board Leadership Structure38
Board Committees and Their Functions40
Annual Board and Committee Evaluation Process43
Board Independence and Related Person Transactions44
Codes of Conduct for Directors and Employees44
Shareholder Director Nominations44
Communications with the Board45
Director Compensation46
Elements of Compensation46
Deferred Compensation46
Director Compensation for Fiscal 202647
PROPOSAL NUMBER 2: Approval of Advisory Vote on Executive Compensation48
Executive Compensation49
Compensation Discussion and Analysis49
Fiscal Year Financial Highlights that Align with Our Pay for Performance Principles50
Compensation and Talent Committee Report61
Executive Compensation Tables62
Potential Payments Upon Termination or Change in Control70
CEO Pay Ratio74
Pay Versus Performance74
PROPOSAL NUMBER 3: Ratify Appointment of the Independent Registered Public Accounting Firm77
Independent Registered Public Accounting Firm Fees78
Auditor Services Pre-approval Policy78
Audit Committee Report78
PROPOSAL NUMBER 4:Approve Amendment to our Certificate of Incorporation to Provide for Exculpation of Certain Officers80
PROPOSAL NUMBER 5:Approve Amendment to our Certificate ofIncorporation to Adopt a Federal Forum Provision82
PROPOSAL NUMBER 6:Shareholder Proposal – Restriction On “Blank-check” Preferred Stock84
PROPOSAL NUMBER 7:Shareholder Proposal – Report on Human Rights88
PROPOSAL NUMBER 8:Shareholder Proposal – Pesticide Reduction Reporting92
Stock Ownership Information95
Ownership of General Mills Common Stock by Directors, Officers and Certain Beneficial Owners95
Delinquent Section 16(a) Reports96
Related Policies96
General Information98
Other Business98
Questions and Answers About the 2026 Annual Meeting and Voting98
Solicitation of Proxies103
Delivery and Viewing of Proxy Materials103
Your Vote is Important!103
Appendix A: Non-GAAP Financial MeasuresA-1
Appendix B: Amended and Restated Certificate of IncorporationB-1
Frequently Requested Information
Annual Board and Committee Evaluation Process43Elements of Compensation46
Board Leadership Structure38Proxy Summary: Fiscal Year Financial Highlights6
Overseeing Sustainability and Global Impact36Overseeing Leadership Development, Culture, and Human Capital Management33
CEO Pay Ratio74
Robust Clawback Policies59The Industry Peer Group58
Director Independence Determination44Shareholder Engagement Program37
Independent Director Stock Ownership Policy96Summary Compensation Table62
Notice of 2026 Annual Meeting of Shareholders5
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.