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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
FORM 8-K
___________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 29, 2026
___________________________
General Mills, Inc.
(Exact name of Registrant as Specified in Its Charter)
___________________________
| | | | | | | | |
| Delaware | 001-01185 | 41-0274440 |
(State or Other Jurisdiction
of Incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
| | | | | |
| Number One General Mills Boulevard | |
Minneapolis, Minnesota | 55426 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (763) 764-7600
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
___________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| | | | | |
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $.10 par value | | GIS | | New York Stock Exchange |
| 1.500% Notes due 2027 | | GIS 27 | | New York Stock Exchange |
| 3.907% Notes due 2029 | | GIS 29 | | New York Stock Exchange |
| 3.650% Notes due 2030 | | GIS 30A | | New York Stock Exchange |
| 3.600% Notes due 2032 | | GIS 32 | | New York Stock Exchange |
| 3.850% Notes due 2034 | | GIS 34 | | New York Stock Exchange |
| 4.750% Series A Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056 | | GIS 56 | | New York Stock Exchange |
| 5.250% Series B Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056 | | GIS 56A | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On September 29, 2026, the shareholders of General Mills, Inc. (the “Company”) voted at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) to approve amendments to the Amended and Restated Certificate of Incorporation of the Company (the “Amended Certificate”), effective October 1, 2026, to provide for the exculpation of certain officers and to require that claims under the Securities Act of 1933 be brought only in the federal district courts of the United States.
The foregoing description is qualified in its entirety by reference to the full text of the Amended Certificate attached hereto as Exhibit 3.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 29, 2026, the Company held its 2026 Annual Meeting. There were 444,390,002 shares of common stock represented either in person or by proxy at the meeting. For more information on the following proposals submitted to shareholders, see the Company’s definitive proxy statement, dated August 13, 2026. Below are the final voting results.
1. Election of Directors
| | | | | | | | | | | | | | |
| Director Nominee | For | Against | Abstain | Broker Non-Votes |
| Joan L. Bottarini | 343,434,940 | 4,255,345 | 1,259,429 | 95,440,288 |
| Benno O. Dorer | 341,808,356 | 5,854,824 | 1,286,534 | 95,440,288 |
| Jeffrey L. Harmening | 325,665,552 | 20,719,713 | 2,564,449 | 95,440,288 |
| Maria G. Henry | 340,072,585 | 7,576,588 | 1,300,541 | 95,440,288 |
| Jo Ann Jenkins | 340,212,991 | 7,493,449 | 1,243,274 | 95,440,288 |
| Elizabeth C. Lempres | 341,516,112 | 6,227,711 | 1,205,891 | 95,440,288 |
| Dana M. McNabb | 343,177,832 | 4,596,299 | 1,175,583 | 95,440,288 |
| John G. Morikis | 342,451,641 | 5,240,458 | 1,257,615 | 95,440,288 |
| Diane L. Neal | 341,486,622 | 6,280,799 | 1,182,293 | 95,440,288 |
| Maria A. Sastre | 336,078,130 | 11,633,636 | 1,237,948 | 95,440,288 |
| Eric D. Sprunk | 335,835,014 | 11,897,826 | 1,216,874 | 95,440,288 |
| Jorge A. Uribe | 340,390,268 | 7,342,162 | 1,217,284 | 95,440,288 |
2. Approve Advisory Vote on Executive Compensation
| | | | | | | | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes | | |
| 324,336,202 | 22,238,319 | 2,375,193 | 95,440,288 | | |
3. Ratify Appointment of the Independent Registered Public Accounting Firm
| | | | | | | | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes | | |
| 414,677,845 | 28,370,835 | 1,341,322 | 0 | | |
4. Approve Amendment to the Certificate of Incorporation to Provide for Exculpation of Certain Officers
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 305,951,313 | 40,791,774 | 2,206,627 | 95,440,288 |
5. Approve Amendment to the Certificate of Incorporation to Adopt a Federal Forum Provision
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 293,518,820 | 53,155,316 | 2,275,578 | 95,440,288 |
6. Shareholder Proposal – Restriction On “Blank-check” Preferred Stock
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 219,788,472 | 125,788,850 | 3,372,392 | 95,440,288 |
7. Shareholder Proposal – Report on Human Rights
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 44,954,037 | 299,387,908 | 4,607,769 | 95,440,288 |
8. Shareholder Proposal – Pesticide Reduction Reporting
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 55,919,421 | 288,460,564 | 4,569,729 | 95,440,288 |
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
| | | | | |
| 3 | Amended and Restated Certificate of Incorporation of General Mills, Inc. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 2, 2026
| | | | | | | | |
| GENERAL MILLS, INC. |
| | |
| By: | /s/ Karen Wilson Thissen |
| Name: | Karen Wilson Thissen |
| Title: | General Counsel and Secretary |
