General Mills Inc

The proposal asks shareholders to approve, on an advisory and non-binding basis, the compensation paid to General Mills’ named executive officers. The requested approval covers the Compensation Discussion and Analysis, compensation tables, and related narrative disclosed under Item 402 of Regulation S-K. General Mills provides an annual say-on-pay vote and expects to continue holding it annually in line with shareholder preference and prevailing practice. The company emphasizes that its executive compensation program is designed around annual and sustained performance rather than fixed pay alone. Annual incentives use organic net sales growth and adjusted operating profit growth, while long-term incentives include performance share units, stock options, and restricted stock units. Long-term awards are tied to multi-year financial performance, stock-price appreciation, and relative total shareholder return. The filing notes that approximately 94% of votes cast supported the executive compensation program at the 2025 annual meeting, while also stating that the compensation committee reviewed shareholder feedback and may refine practices as needed. The board recommends voting FOR because it believes the program is competitive, materially performance-based, and aligned with the company’s strategy and long-term shareholder value. Although advisory approval is not binding, the board and compensation committee state that they will consider the voting outcome and investor concerns in future compensation decisions.

The proposal asks shareholders to approve an amendment to General Mills’ certificate of incorporation adding exculpation protections for certain officers. The amendment is authorized by the 2022 changes to Section 102(b)(7) of the Delaware General Corporation Law. It would generally eliminate monetary liability for covered officers for breaches of the fiduciary duty of care in direct shareholder claims. The protection would not extend to breaches of the duty of loyalty, bad-faith conduct, intentional misconduct, knowing violations of law, improper personal benefits, or actions brought by or on behalf of the corporation. The board argues that officers, like directors, often make time-sensitive decisions that can later be challenged with hindsight, creating litigation exposure and distraction even where claims lack merit. Management also believes the provision would align officer protections with the protections already available to directors under Article VI of the certificate. The board contends that the amendment could improve recruitment and retention of senior officers because peer companies increasingly adopt similar provisions. The proposal requires approval by holders of a majority of outstanding common stock, making abstentions and broker non-votes effectively adverse to adoption. If approved, General Mills would file an amended and restated certificate, although the board may abandon the amendment before effectiveness. The board unanimously recommends voting FOR because it views the protection as narrow, legally constrained, and beneficial to sound officer decision-making without eliminating accountability for serious misconduct.

The proposal asks shareholders to add an exclusive federal forum provision to General Mills’ certificate of incorporation. The provision would require complaints asserting causes of action arising under the Securities Act of 1933 to be brought in federal district courts unless the company consents in writing to another forum. The board is seeking the amendment to address the possibility of parallel Securities Act litigation in state and federal courts. Management argues that a federal forum would facilitate consolidation, reduce duplicative proceedings, limit inconsistent judgments, and discourage state-court forum shopping. The board also believes federal courts have substantial expertise in Securities Act matters and could provide greater procedural and outcome predictability. The provision would regulate forum rather than eliminate claims or alter the remedies available to successful plaintiffs. The filing acknowledges potential disadvantages, including discouraging claims, limiting a plaintiff’s preferred forum, and increasing litigation costs for shareholders required to proceed in federal court. It also notes that not all courts have ruled on the validity or enforceability of exclusive federal forum provisions, creating some litigation uncertainty. General Mills states that the amendment is prospective and is not being proposed in response to any specific pending litigation. The proposal requires approval by a majority of outstanding common stock, and the board unanimously recommends voting FOR because it believes the litigation-management benefits outweigh the identified risks.

The Accountability Board asks General Mills to adopt a policy requiring shareholder approval before issuing blank-check preferred stock for control-related purposes. The proposal would exempt ordinary business purposes such as raising capital or making acquisitions, provided the issuance is not intended to change voting power. The proponent argues that General Mills’ certificate gives the board broad authority to set voting, conversion, and other material terms without shareholder approval. It contends that this authority can dilute common shareholders, entrench management, impede takeover opportunities, and transfer fundamental capital-structure decisions from owners to directors. The supporting statement cites the Council of Institutional Investors, Glass Lewis, BlackRock, Vanguard, and Apple’s prior governance action to characterize the requested safeguard as modest and market-supported. General Mills counters that no preferred shares are outstanding and that it has never used the authority for anti-takeover purposes, so the proposal addresses no demonstrated company-specific harm. Management argues that undefined limits concerning “ordinary business purposes” and intent to change voting power could create uncertainty, litigation, delays, and lost negotiating leverage in financings, acquisitions, joint ventures, or defensive situations. The board also points to annual majority elections, special-meeting rights, proxy access, independent oversight, NYSE issuance limits, and Delaware judicial scrutiny as existing protections. It further emphasizes that blank-check preferred authority is retained by the overwhelming majority of large public companies and that eliminating it could place General Mills at a competitive disadvantage. The board unanimously recommends voting AGAINST because it views the proposal as an inflexible pre-commitment that would sacrifice useful board flexibility without addressing an identified abuse.

The proponents request a report evaluating whether General Mills’ human-rights policies and due-diligence processes effectively manage salient risks in operations and supply chains. Their concern is not merely whether policies exist, but whether the company can demonstrate outcomes through indicators covering supplier non-compliances, audit and due-diligence coverage, remediation, grievances, and effectiveness. They focus particularly on forced labor and child labor risks in Indian sugarcane sourcing, reported abuses affecting migrant cutters in Maharashtra, and the possibility that third-party certifications may fail to detect violations. The proponents also cite broader supply-chain and U.S. child-labor concerns and argue that human-rights failures could create operational, reputational, and financial risks as India remains an important General Mills market. They compare General Mills’ disclosures unfavorably with peer reporting that includes action plans and quantitative outcome indicators. General Mills responds that it already publishes the requested information through its Global Responsibility Report and Slavery and Human Trafficking Statement. The company cites 673 audits across 44 countries in fiscal 2025, 109 significant incidents requiring corrective action, and remediation status showing 62% closed, 22% under accepted corrective plans, and 16% open as of February 2026. Management says its SMETA-based audit program, APSCA-certified auditors, supplier code, corrective-action process, board oversight, and Proforest engagement address the underlying risks. The board acknowledges structural challenges in India but argues that the proposal’s requested report would duplicate existing disclosure rather than add decision-useful information. It unanimously recommends voting AGAINST, while stating that future Global Responsibility Reports will discuss developments in the India sugar initiative.

The proponents ask General Mills to disclose the reduction in pesticide use achieved through its regenerative-agriculture practices. They argue that conventional synthetic pesticide use harms farm workers, pollinators, soil, water, air quality, climate resilience, and communities, while pesticide reduction is a core component of regenerative farming. The proponents view pesticide metrics as necessary to assess whether General Mills’ one-million-acre regenerative-agriculture commitment produces measurable outcomes and to reduce greenwashing risk. They contend that the company currently does not disclose whether or how it tracks supplier pesticide reductions and contrast this with quantitative reporting by Conagra, Campbell’s, and Lamb Weston. The requested disclosure is framed as a reasonable-cost, non-proprietary report rather than a demand for a specific operating practice. General Mills responds that it has more than 800,000 acres engaged in regenerative agriculture, exceeding 80% of its 2030 acreage goal, and that its program is already advancing broad environmental and economic outcomes. Management argues that mandatory pesticide tracking would add cost and complexity, burden farmers, discourage participation, and undermine adoption of regenerative practices. The company emphasizes that different crops and farms require different approaches and that regenerative agriculture should be advanced through training, coaching, peer learning, and context-specific metrics rather than prescriptive reporting. General Mills also says it already discloses regenerative-agriculture progress and examples of pesticide reductions through its websites and Global Responsibility Report. The board notes that similar proposals were defeated in 2024 and 2025 and unanimously recommends voting AGAINST because it views the requested disclosure as costly, duplicative, and potentially harmful to the broader program.