General Mills Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Vote to elect the 12 director nominees named in the proxy statement for one-year terms.

2. 2

   Approval of Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement.

   More detail

   This non-binding management proposal asks shareholders to approve, on an advisory basis, the company’s executive compensation disclosure and the compensation paid to the named executive officers as described in the Compensation Discussion and Analysis and compensation tables. Management seeks this annual approval to confirm shareholder support for its pay programs, citing a pay-for-performance framework that ties annual and long-term incentives to organic net sales, adjusted operating profit, cumulative operating cash flow, and relative TSR. The compensation program emphasizes performance share units (PSUs), restricted stock units, and stock options so that a substantial portion of pay is at risk and aligned with shareholder returns; PSUs have three-year performance periods with a +/-25% TSR modifier. The Compensation and Talent Committee engaged an independent consultant, reviewed peer practices, and considered shareholder feedback and prior say-on-pay results in designing and approving the program. The board highlights governance features such as clawback policies, stock ownership guidelines, prohibition on hedging and pledging, and annual say-on-pay votes to support alignment with shareholder interests. Management’s recommendation to vote FOR rests on the view that the program supports long-term strategy, attracts and retains talent, and links pay to measurable performance. Critics may argue that pay outcomes did not fully reflect recent financial headwinds and that realized pay can diverge from disclosed targets; however, management points to rigorous goal-setting, adjustments for comparability, and the use of multi-year performance metrics. In sum, the proposal is a routine annual advisory vote intended to give shareholders a voice on compensation philosophy and outcomes; the board recommends FOR because it believes the program is competitive, performance-focused, and governed by appropriate safeguards.

3. 3

   Ratify Appointment of KPMG LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Shareholder ratification of the audit committee’s appointment of KPMG LLP as the company’s independent auditor for fiscal 2027.

4. 4

   Approve Amendment to Certificate of Incorporation to Provide for Exculpation of Certain Officers

   ManagementBoard: FOR

   Approve an amendment to the certificate of incorporation to exculpate certain officers from monetary liability for breaches of the duty of care to the extent permitted by Delaware law.

   More detail

   This management proposal seeks shareholder approval to amend the Amended and Restated Certificate of Incorporation to add an officer exculpation provision permitted by amendments to Delaware law (DGCL Section 102(b)(7)). The amendment would limit monetary liability of certain officers (e.g., CEO, CFO, president, named executive officers) for breaches of the duty of care in direct shareholder actions, while preserving liability for breaches of the duty of loyalty, conduct not in good faith, intentional misconduct or knowing violations of law, improper personal benefit, and claims by or in the right of the corporation. Management argues that the change aligns officer protections with existing director exculpation, reduces the risk that personal liability concerns distract officers from making timely business decisions, and helps attract and retain qualified senior talent. The board notes the proposed scope is narrow, applies only to direct claims by shareholders (not derivative actions), and does not eliminate accountability for bad-faith or disloyal conduct. Shareholder approval requires a majority of outstanding shares because it modifies the certificate of incorporation. Opponents could contend that expanding exculpation reduces accountability and could insulate officers from consequences for negligence, but management emphasizes statutory and charter safeguards and judicial review under Delaware law. The board’s unanimous recommendation FOR is framed around preserving managerial decisiveness, competitiveness for talent, and maintaining protections already granted to directors, while retaining legal remedies for serious misconduct.

5. 5

   Approve Amendment to Certificate of Incorporation to Adopt a Federal Forum Provision

   ManagementBoard: FOR

   Approve an amendment to the certificate of incorporation requiring that claims arising under the Securities Act be brought exclusively in federal district courts.

   More detail

   This management proposal asks shareholders to approve adding a federal forum selection clause to the Certificate of Incorporation so that Securities Act claims must be litigated in federal district courts unless the company consents otherwise. Management argues the amendment centralizes Securities Act litigation in a single forum with judges experienced in federal securities law, limits state-court forum shopping, reduces duplicative suits and the risk of inconsistent judgments, and lowers procedural costs. The board notes that adoption would not restrict shareholders’ substantive rights or remedies but could shift convenient forum choice and increase federal-case filing costs for some plaintiffs; it also acknowledges that state courts may not uniformly enforce such provisions. The amendment would complement existing forum-selection language in the bylaws (e.g., Delaware Court of Chancery for internal affairs), and a shareholder vote is required to amend the charter. Opponents often argue forum provisions can limit shareholder access and may increase litigation costs for some claimants; management’s position emphasizes predictability and efficiency for the company and shareholders. Given these factors and the board’s view that federal courts have relevant expertise, the board unanimously recommends voting FOR the amendment.

6. 6

   Shareholder Proposal – Restriction On “Blank-check” Preferred Stock

   Shareholder — The Accountability Board, Inc.Board: AGAINST

   Shareholder proposal requesting a policy requiring shareholder approval before issuing blank-check preferred stock, except for ordinary business financing or acquisitions and without intent to change voting power.

7. 7

   Shareholder Proposal – Report on Human Rights

   Shareholder — Connecticut Retirement Plans and Trust Funds (with co-filers Friends Fiduciary Corporation; Future Group Investment Management Pty Ltd; Mercy Investment Services, Inc.; The UAW Retiree Medical Benefits TrustBoard: AGAINST

   Shareholder request that the company publish a report assessing the effectiveness of policies and due diligence processes for managing salient human rights risks in operations and supply chains.

8. 8

   Shareholder Proposal – Pesticide Reduction Reporting

   Shareholder — As You Sow (on behalf of The Pleiades Trust, Revocable Trust of Ellen E. Bush, and M Cameron T/W Fbo Marcy C DriverBoard: AGAINST

   Shareholder request that General Mills disclose the reduction of pesticides achieved through adoption of its regenerative agriculture practices, omitting proprietary information.

Upcoming shareholder meetings at General Mills Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the General Mills Inc 2026 annual meeting?

General Mills Inc (GIS) holds its 2026 annual shareholder meeting on Tuesday, September 29, 2026.

What is the record date for the General Mills Inc 2026 meeting?

The record date for the General Mills Inc 2026 meeting is Monday, August 3, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for General Mills Inc's 2026 meeting?

The board is presenting 12 director nominees at the General Mills Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the General Mills Inc 2026 meeting?

Shareholders will vote on 8 proposals at the General Mills Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.