GENERAL MILLS INC

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

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 29, 2026 · Filed Aug 13, 2026

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 director nominees presented in this proxy statement to our majority independent and highly-experienced board.
INDEPENDENCE · 10 independent
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE.
AGE	460 and below	861+
TENURE (AVERAGETENURE: 6.5 YEARS) · 4<4 years · 44-9 years · 49+ years
Our Directors’ Skills and Experiences Support Our Long-term StrategyAdditional information about each director and his or her qualifications may be found beginning on page 19.

12	General Mills, Inc.

PROPOSAL NUMBER 2:
Advisory Approval of Executive Compensation		The compensation program for our executive team recognizes and rewards the achievement of annual and sustained 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 total shareholder returns (“TSR”).
	THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL.	PercentageOf CEO TargetCompensation	Total DirectCompensationElement	Pay Element	Performance Measure
		BASE SALARY	Cash	•Individual performance and contributions based on scope and complexity of role
		ANNUALINCENTIVE	Cash-basedaward	Company Performance (80%)•Organic net sales growth•Adjusted operating profit growthIndividual Performance (20%)
					LONG-TERM INCENTIVE
					Performance Share Units (“PSUs”)	Three-year cliff vesting (with one-year additional holding period required) 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 (“RSUs”)	Four-year graded vesting
				Additional information about executive compensation may be found beginning on page 48.
PROPOSAL NUMBER 3:
Ratify Appointment of the Independent Registered Public Accounting Firm		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. The board of directors recommends shareholders ratify the appointment of KPMG for fiscal 2027. Additional information about the independent registered public accounting firm may be found beginning on page 77.* 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.
	THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL.

Notice of 2026 Annual Meeting of Shareholders	13

PROPOSAL NUMBER 4:
Approval of Amendment to our Certificate of Incorporation to Provide for Exculpation of Certain Officers		The Delaware General Corporation Law was amended in 2022 to allow corporations to limit the personal liability of certain officers in limited circumstances. This is similar to the limitation of personal liability that has been authorized for directors under Delaware law for many years.The board of directors recommends that shareholders approve an amendment to our Amended and Restated Certificate of Incorporation to exculpate certain officers from monetary liability for certain claims alleging breach of fiduciary duty. We believe this proposed amendment will allow our officers to best exercise their business judgment in the interest of shareholders without the potential for distraction posed by the risk of personal liability and help us attract and retain highly qualified officers.Detailed information about this proposal and officer exculpation may be found beginning on page 80.
	THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL.

PROPOSAL NUMBER 5:
Approval of Amendment to our Certificate of Incorporation to Adopt a Federal Forum Provision		The board of directors recommends that shareholders approve an amendment to our Amended and Restated Certificate of Incorporation to add a federal forum selection provision. We believe the company and its shareholders would benefit from this proposed amendment requiring any litigation claims arising under the Securities Act of 1933, as amended, to be resolved exclusively in the federal courts, which have experience and expertise in adjudicating these claims.Detailed information about this proposal and federal forum provisions may be found beginning on page 82.
	THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL.

PROPOSALS 6, 7, and 8:
Shareholder Proposals		We received three shareholder proposals to be voted on at this year’s annual meeting, if properly presented. The board of directors recommends shareholders 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 84.
	THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THESE PROPOSALS.

14	General Mills, Inc.

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