Close

Form DEF 14A GENERAL MILLS INC For: Sep 27

August 8, 2022 3:02 PM EDT

Get instant alerts when news breaks on your stocks. Claim your 1-week free trial to StreetInsider Premium here.

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant Filed 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


Table of Contents

 

2022 Proxy Statement


Table of Contents

Accelerate

Strategy

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 being a force for good. The company is prioritizing its core markets, global platforms and local gem brands that have the best prospects for profitable growth and is committed to reshaping its portfolio with strategic acquisitions and divestitures to further enhance its growth profile.

  Our Purpose  
  Making Food the World Loves  

 

   Where to Play   
   

 

CORE MARKETS GLOBAL PLATFORMS LOCAL GEMS PORTFOLIO
RESHAPING

 

   How to Win   
   

 

BOLDLY BUILDING
BRANDS
RELENTLESSLY
INNOVATING
UNLEASHING
OUR SCALE
BEING A FORCE FOR
GOOD

 

   Drive Long-Term Shareholder Value   
   

 

ORGANIC NET SALES*
+2-3%
ADJUSTED
OPERATING
PROFIT* +MSD(1)
ADJUSTED DILUTED
EPS* +MSD TO +HSD(2)
MAINTAIN CAPITAL
DISCIPLINE

 

* Non-GAAP measure.
(1) Mid-single digit constant currency growth rate.
(2) High-single digit constant currency growth rate.

Table of Contents



A Letter from Our Chairman and CEO

Dear Fellow Shareholders:

Fiscal 2022 was another successful year for General Mills. It was the fourth consecutive year that that we have delivered results that met or exceeded our targets for top- and bottom-line growth and cash generation. I am proud of how our team members around the world responded quickly to address significant inflation and supply disruptions to keep our products on the shelves for our customers and consumers and drive strong results for the company. General Mills has prospered for more than 155 years because of the dedication of our people, our strong brands, our resilient categories and our ability to adapt to ever-changing consumer, societal and environmental conditions. These core strengths have never been more important as we continue to navigate through the COVID-19 pandemic and extremely challenging operating and consumer environments.

I continue to be pleased with the development and execution of our Accelerate strategy to drive sustainable, profitable growth and top-tier returns for our shareholders over the long term. We are prioritizing the markets and global platforms that offer the greatest prospects for profitable growth, while focusing on making investments and taking actions that create competitive advantage. Importantly, our Accelerate strategy is grounded in our purpose of making food the world loves and requires that we take action to be a force for good for our consumers, communities and the environments from which we source the ingredients that make our products. Our accomplishments over the past year are a true reflection of our Accelerate strategy and purpose.

In fiscal 2022, we advanced our Accelerate strategy by executing well on our core business while taking significant steps to reshape our portfolio and organization. In particular, we set three specific priorities at the beginning of fiscal 2022. We said that we would compete effectively everywhere we play, successfully navigate a dynamic supply chain environment and execute our portfolio and organizational shaping actions without disrupting our base business. I am pleased to report that we achieved each of these priorities. We grew or held market share in 70% of our global priority businesses. The strength of our supply chain stood out this year, as we and the industry experienced a record level of disruptions. In addition to elevated levels of disruptions, we also faced significant input cost inflation during fiscal 2022, reaching double digits in the fourth quarter and 8% for the full year. To address inflation, we continued to lean on our Holistic Margin Management productivity program, which we supplemented with broad-based Strategic Revenue Management actions across our portfolio. We also took significant steps to reshape our portfolio for growth, including the acquisition of Tyson Foods’ pet treat business and the divestitures of our European Yoplait operations and Helper and Suddenly Salad businesses. And we successfully implemented significant changes to our organizational structure, including streamlining our North America Retail operating unit structure, realigning our North America Foodservice segment, creating a new International segment and adjusting our go-to-market model across many global markets, and establishing a new Strategy & Growth organization tasked with advancing many aspects of our Accelerate strategy.

I am especially proud of the many ways our teams continue to live out our purpose of making food the world loves. Recognizing that everything we do touches the lives of people and communities – now, and for years to come – we are more determined than ever to ensure the G in General Mills stands for Good. Our focus on putting people first extends beyond our consumers to our entire value chain, including the farmers who grow our ingredients, our employees, who are the heartbeat of General Mills and, of course, the communities we are proud to be a part of and serve. In fiscal 2022, we took additional steps to provide our employees with a safe workplace, to support their mental health and well-being and to foster a culture of inclusion and belonging. We continued our commitment to use our scale to drive sustainable

Notice of 2022 Annual Meeting of Shareholders  1 

Table of Contents

and meaningful change on issues of racial and social justice, including through our Box Tops for Education program that is equipping teachers to identify and address racial bias, supporting programs to increase the number of teachers of color and distributing funds to impact schools in need.

As we look to the challenges ahead, we begin with the firm belief that a global food company can be a force for good. The natural resources that we depend upon are being reduced as the world’s needs increase, and simply sustaining the status quo is not enough. We have set aggressive goals to reduce greenhouse gas emissions across our entire value chain, and we are investing in the potential of agriculture to ensure a thriving future for both people and planet. To that end, we are working to drive meaningful change through being a leader in regenerative agriculture, a holistic approach to farming that improves environmental, social and economic resilience.

We enter fiscal 2023 ready to compete and win in this highly dynamic consumer, supply chain and inflationary environment. We will continue to execute our Accelerate strategy, focusing on three priorities that will be critical to our success. First, we will continue to compete effectively, prioritizing our core markets, global platforms and local gem brands, and leveraging our brand-building, innovation, strategic capabilities and force for good work to deliver competitive performance. Second, we will continue to invest for the future by delivering on our Holistic Margin Management productivity program and Strategic Revenue Management initiatives to offset inflation, making strategic investments in the business and continuing to progress against our environmental, social and governance commitments. Finally, we will continue to reshape our portfolio by ensuring smooth transitions for our recently closed transactions and assessing the landscape for additional growth- and value-enhancing transactions. Our long history of success and our perseverance over the past year give me great confidence in our ability to adapt and evolve to deliver outstanding financial results while staying true to our company purpose of making food the world loves.

I want to close by thanking you, our shareholders, for your investment in General Mills and your confidence in our plans for future growth. On behalf of our more than 32,000 talented employees around the world, I want you to know that as we continue to navigate a very dynamic operating environment, we are in a strong position to deliver consistent, profitable growth and top-tier returns over the long term.

August 8, 2022

Sincerely,

JEFFREY L. HARMENING

Chairman and Chief Executive Officer

 2  General Mills Inc.

Table of Contents



A Letter from Your Independent Lead Director

Dear Fellow Shareholders:

It has been my privilege to continue to serve as your Independent Lead Director. While the events of the past year have presented some unique demands and challenges, the board remains focused on fulfilling its fiduciary duties and working on your behalf to create sustainable, long-term value. As our 2022 Annual Meeting approaches, I am pleased to have this opportunity to update you on the board’s priorities and work during the past year.

LONG-TERM STRATEGY AND PORTFOLIO SHAPING REMAIN THE BOARD’S PRIMARY FOCUSES.

The board’s primary priority continues to be guiding the development and execution of the company’s long-term Accelerate strategy. The board provides support for the Accelerate strategy through the diverse perspectives and experiences of our directors. At each meeting, the board receives updates from company leaders on how they are advancing the Accelerate strategy to drive sustainable, profitable growth and top-tier shareholder returns over the long term. The Accelerate strategy has served the company well during this turbulent year by providing a clear framework for setting priorities, and I am confident that it will benefit you, our shareholders, going forward by providing a strategic foundation for long-term value creation.

In connection with its work on the Accelerate strategy, the board has played a significant role in overseeing the company’s portfolio shaping. The board receives regular updates on the company’s portfolio shaping activities. The board provides independent strategic insights on the direction of the portfolio shaping processes and engages in robust discussions with the management team in connection with acquisitions and divestitures. In particular, this year the board was significantly involved in the company’s acquisition of Tyson Foods’ pet treat business and the divestitures of its European Yoplait operations and Helper and Suddenly Salad businesses.

ADDRESSING THE IMPACTS OF THE COVID-19 PANDEMIC AND DYNAMIC SUPPLY CHAIN AND INFLATIONARY ENVIRONMENT.

The board has been actively engaged with management to ensure appropriate oversight of the company’s responses to the COVID-19 pandemic, supply chain pressures, and inflation. In addition to overseeing these issues, the board worked extensively with management to set challenging business plans at the beginning of fiscal 2022 that reflected the dynamic operating environment we were facing, including higher input costs, supply chain disruptions, and increased demands from our consumers and customers. The board closely monitored the company’s performance throughout the year, with ongoing assessments against the business plans to ensure the company was operating as efficiently as possible during a highly volatile and unpredictable year.

The board also understands the impacts these external forces have had on the company’s customers and consumers and receives regular updates to ensure the company continues to address these disruptions and deliver for our customers and consumers. As consumer behaviors have changed throughout the COVID-19 pandemic, including more time spent working form home and increased appreciation for cooking and baking, the board has overseen how the company is addressing these evolving changes through its leading brands, innovation, and advantaged capabilities to drive profitable growth.

RECOGNIZING THE IMPORTANCE OF ENVIRONMENTAL AND SOCIAL MATTERS.

For more than 155 years, General Mills has been creating long-term value for its shareholders and the broader communities where it operates. As a board, we are focused on ensuring that the company takes appropriate steps to address areas of risk and opportunity where the company has the greatest environmental and societal impact, and

Notice of 2022 Annual Meeting of Shareholders  3 

Table of Contents

we consider these issues in the context of our strategic planning, risk management and investor communications. By encouraging the company to recognize, protect, act and invest in these areas, the board is working with management to take a long-term view of creating and sustaining value. With the full support and direction of the board, the company has set ambitious goals to address climate change and to promote regenerative agriculture. The board is also actively engaged in the company’s efforts to address social inequalities that impact our employees, consumers and communities. The board’s Public Responsibility Committee monitors progress against the company’s goals and efforts and oversees the company’s sustainability, environmental, climate and corporate social responsibility strategies, plans and objectives.

COMMITMENT TO DEVELOPING A TALENTED, DIVERSE AND ENGAGED WORKFORCE.

People are at the heart of the company’s mission, and the future success of the company will in large part be determined by the talent and skills of our workforce and the culture of the company. I can assure you that the board is actively involved in overseeing the company’s strategies to recruit, develop and safeguard the well-being of our talented and dedicated team. 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. Fostering a culture of inclusion and ensuring diversity of input and perspective are a vital part of these strategies. As such, the compensation committee and board regularly review the company’s strategies for building and developing a diverse workforce and monitor progress against these plans.

MAINTAINING A HIGHLY SKILLED, DIVERSE AND EFFECTIVE BOARD.

Building and sustaining a highly skilled, diverse and independent board and effectively leveraging those talents, skills and experiences is essential to the long-term success of our company. Our board succession work in recent years continues a long-standing practice of maintaining a board that is diverse across multiple dimensions and reflects our enduring belief that the board is made stronger by its diversity. New directors are thoughtfully and purposefully selected by the board for their deep and relevant skill sets and their ability to guide our strategy, provide valuable experience and insights and effectively represent the interests of our shareholders. This year we were pleased to add C. Kim Goodwin to the board. Ms. Goodwin brings to the board valuable expertise and investor perspectives in the areas of finance and capital markets, shareholder value creation, strategic planning, global leadership and marketing and consumer insights. With the addition of Ms. Goodwin, the board is now comprised of 50% women and 33% ethnically diverse directors. We have a capable, diverse, engaged and thoughtful group of directors who are focused on long-term value creation for shareholders. I encourage you to vote for each of the board’s nominees on this year’s ballot.

As the Independent Lead Director, I plan to continue building a board culture that encourages substantive, constructive and open dialogue between the board and management on topics that are paramount to the company. To that end, I am focused on ensuring that the board maintains a system of robust board practices that allows us to function effectively and exercise our independent judgment to deliver value to the company and its shareholders. That begins with ensuring that the board focuses its time and attention on matters with the greatest impact and interest to our shareholders and that our board discussions take full advantage of the individual and collective talents of our directors.

On behalf of the board, I thank you for your investment and continued support of General Mills, and I look forward to working with my fellow directors and the management team in the coming year to continue advancing our Accelerate strategy.

August 8, 2022

Sincerely,

STEVE ODLAND

Independent Lead Director

 4  General Mills Inc.

Table of Contents

Notice of 2022 Annual Meeting of Shareholders

Background    
     
Date and Time Location Who Can Vote
Tuesday, September 27, 2022, at
8:30 a.m., Central Daylight Time
Online only at www.virtualshareholdermeeting.com/GIS2022 The record date for the Annual Meeting is July 29, 2022. 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     
 
         
PROPOSAL   BOARD VOTING
RECOMMENDATION
1 ELECT AS DIRECTORS THE 12 NOMINEES NAMED IN THE ATTACHED PROXY STATEMENT   FOR each director nominee
2 APPROVE THE 2022 STOCK COMPENSATION PLAN   FOR
3 CAST AN ADVISORY VOTE ON EXECUTIVE COMPENSATION   FOR
4 RATIFY THE APPOINTMENT OF KPMG LLP AS GENERAL MILLS’ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING MAY 28, 2023   FOR
5 ACT ON TWO SHAREHOLDER PROPOSALS, IF PROPERLY PRESENTED AT THE MEETING   AGAINST

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.

INTERNET www.proxyvote.com TABLET OR SMARTPHONE  TELEPHONE
Toll-free (U.S.
and Canada)
1-800-690-6903
MAIL
Mail in your signed proxy card or voting instruction form (if you received one).
ONLINE AT ANNUAL MEETING
www.virtualshareholdermeeting.com/GIS2022
     

Sincerely,

 

Karen Wilson Thissen

Secretary

August 8, 2022

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 27, 2022
Our Notice of 2022 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.

 

Notice of 2022 Annual Meeting of Shareholders  5 

Table of Contents

 

 

 

 

 

 

About General Mills

At General Mills, we are living our purpose of making food the world loves. Fiscal 2022 was another successful year for General Mills, marking the fourth consecutive year that we have delivered results that met or exceeded our targets for top- and bottom-line growth and cash generation. We advanced our Accelerate strategy in fiscal 2022 by executing well on our core business while taking significant steps to reshape our portfolio and organization. Though significant inflation and supply chain disruptions put pressure on our margins, the General Mills team responded quickly to address these challenges and keep our brands on shelf for our customers and consumers. We also continued to be a force for good through advancing our regenerative agriculture program and continuing to deliver on our sustainability and racial equity commitments.

General Mills entered fiscal 2023 ready to compete and win in a highly dynamic consumer environment. We expect that changes in consumer behavior driven by the pandemic and inflationary pressures will continue to drive elevated consumer demand for food at home, relative to pre-pandemic levels. The General Mills team plans to capitalize on these opportunities, addressing evolving consumer needs through its leading brands, innovation and advantaged capabilities to generate profitable growth.

   
   
   
 

Driving Long-Term Shareholder Value

Protecting Shareholder Value and Financial Stability

   Delivered strong performance in fiscal 2022 by executing well in a volatile operating environment, including navigating a dynamic supply chain environment and overcoming disruptions to ensure product availability.

   Delivered strong total shareholder returns (TSR), including 59% TSR performance over the past 3-years1, outperforming the S&P 500 by 30% and the average performance of our compensation peer group by 26%.

   Our board reinforced its confidence in our fiscal 2022 performance and fiscal 2023 outlook by approving a 6% increase in our dividend, underlining our commitment to driving strong returns for our shareholders over the long-term.

Committed to Being a Force for Good

Climate Change and Regenerative Agriculture

   We continued to work towards our goals of reducing our absolute greenhouse gas (“GHG”) emissions by 30% by 2030 and achieving net zero GHG emissions across our full value chain by 2050.

   As an industry leader in regenerative agriculture, we are committed to advancing 1 million acres of regenerative agriculture in our supply chain by 2030 and have currently enrolled more than 200,000 acres into our program.

Supporting our Communities and Advancing Racial Equity

   We are deeply committed to the communities where we live and operate and from which we source our ingredients. Our philanthropic partnerships and employee engagement aim to build strong, equitable and resilient communities.

   We are proud of our longstanding work and deep commitment to using our philanthropy as an added lever to advance racial equity. As part of our commitment to advance racial equity, our philanthropy team provides support to food banks, anti-hunger and racial justice organizations that are working to end food insecurity and its disproportionate impact on communities of color.

   
13-Year TSR data as of June 30, 2022; Source: Capital IQ.

 

 6  General Mills Inc.

Table of Contents

ABOUT GENERAL MILLS

Financial Highlights

 

Delivering on our Key Priorities

In fiscal 2022, we successfully adapted to the volatile operating environment, responding quickly to significant increases in input cost inflation and supply chain disruptions and keeping our brands available for our customers and consumers. As a result, we were able to grow organic net sales, adjusted operating profit, free cash flow and adjusted diluted EPS. We achieved each of the three priorities we established at the beginning of the year:

    We continued to compete effectively, everywhere we play, including holding or growing market share in 70% of our global priority businesses. We generated organic net sales growth across each of our four operating segments, fueled by compelling brand building and innovation across our leading brands, and supported with strong levels of net price realization in response to significant input cost inflation.
    We successfully navigated the dynamic supply chain environment, which was characterized by steadily increasing input cost inflation, reaching 8% for the full year, and record levels of supply chain disruptions affecting our sourcing, manufacturing and logistics operations. We moved quickly to address supply chain disruptions and outpace our competition in terms of on-shelf availability for our brands.
    We executed our portfolio and organizational reshaping actions without disrupting our base business. We announced or closed seven different acquisitions and divestitures during the year, helping further upgrade the growth profile of our portfolio. And we successfully implemented significant changes to our organizational structure, including streamlining our North America Retail operating unit structure, realigning our North America Foodservice segment and shifting our U.S. convenience stores business into North America Retail, creating a new International segment and adjusting our go-to-market model across many global markets, and establishing a new Strategy & Growth organization tasked with advancing many aspects of our Accelerate strategy.
   

Exceeding our Financial Targets

 

Net Sales Increased 5% to

$19.0 billion

and organic net sales increased 6% compared to year-ago levels*.

Operating profit increased 11% to

$3.5 billion

and adjusted operating profit of $3.2 billion increased 2% on a constant-currency basis*.

Net cash provided by operations totaled

$3.3 billion

in fiscal 2022 representing a conversion rate of 121% of net earnings. This cash generation supported capital investments totaling $569 million, and our resulting free cash flow was $2.7 billion at a conversion rate of 113%*.

Diluted EPS increased 17% to

$4.42

and adjusted diluted EPS of $3.94 increased 4% on a constant-currency basis*.

   
   
   
* Organic net sales, adjusted operating profit (on a constant-currency basis), adjusted diluted EPS (on a constant-currency basis), free cash flow and free cash flow conversion rate are non-GAAP measures. 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.


Notice of 2022 Annual Meeting of Shareholders  7 

Table of Contents

About General Mills

People and Inclusion Highlights
   
   
42%
of our officers and directors are women
   
Global
Inclusion
19%
of our officers and directors are racially or ethnically diverse

We believe that fostering a culture of inclusion and belonging strengthens our business performance and execution, improves our ability to recruit and develop talent and provides for a rewarding workplace experience that allows all of our employees to thrive and succeed. We actively cultivate a culture that acknowledges, respects and values all dimensions of diversity – including gender, race, sexual orientation, ability, backgrounds and beliefs.(1) Ensuring diversity of input and perspectives is core to our business strategy, and we are committed to recruiting, retaining, developing and advancing a workforce that reflects the diversity of the consumers we serve.

Our Inclusion Goal Our Inclusion Strategy
Is to foster a culture of inclusion and belonging that allows all of our employees to thrive. Ensuring diversity of input and perspectives is core to our business strategy. Is to use our inclusion framework to advance engagement around the world, leveraging data to assess progress and holding ourselves accountable as we continue to foster a culture of inclusion and belonging.
   
94%
of salaried employees are proud to work for General Mills(2)
   
Employee
Engagement
90%
of salaried employees say General Mills is a great place to work(2)

The efficient production of high-quality products and successful execution of our strategy requires a talented, skilled, dedicated and engaged team of employees. We work to equip our employees with critical skills and expand their contributions over time by providing a range of training and career development opportunities, including hands-on experiences through challenging work assignments and job rotations, coaching and mentoring opportunities and training programs. To foster employee engagement and commitment, we follow a robust process to listen to employees, take action and measure our progress with ongoing employee conversations, transparent communications and employee engagement surveys.

Workplace
Safety

We are committed to maintaining a safe and secure workplace for our employees. We set specific safety standards to identify and manage critical risks. We use global safety management systems and employee training to ensure consistent implementation of safety protocols and accurate measurement and tracking of incidents. To provide a safe and secure working environment for our employees, we prohibit workplace discrimination, and we do not tolerate abusive conduct or harassment. Our attention to the health and safety of our workforce extends to the workers and communities in our supply chain.

We have a history of strong safety performance. We recently took bold steps forward by implementing new injury and illness reporting criteria and metrics to improve our safety culture and focus more intently on eliminating incidents and situations with the greatest potential to significantly harm our people. The new safety metric criteria are based on current best practices and globally recognized principles for recording occupational injuries and illnesses.

(1) Additional data on the diversity breakdown of our U.S. salaried employee base can be found in our annual Global Responsibility Report (available on our website at www.generalmills.com under the Global inclusion section).
(2) Data as of the last day of fiscal 2021.

 

 8  General Mills Inc.

Table of Contents

About General Mills

Sustainability

 

For more than 155 years, General Mills has been making food the world loves while creating long-term value for society and our shareholders. Feeding a growing global population and the success of our business depend on a healthy planet.

As we look to the challenges ahead, we begin with the firm belief that a global food company can be a force for good. We are investing in the potential of agriculture to ensure a thriving future for both people and planet. To that end, we are working to drive meaningful change through regenerative agriculture, a holistic approach to farming that improves environmental, social and economic resilience.

As a global food company, our business is rooted in agriculture. Over time, the quality and availability of the earth’s natural resources have declined, while the need to provide for a growing population has increased. Simply sustaining the current state of ecosystems and communities is not enough. We must instead invest in the potential of agriculture to ensure a thriving future for both people and planet. To that end, we are on a journey to make a meaningful difference through our commitment of advancing regenerative agriculture on one million acres of farmland by 2030. Through regenerative agriculture, farmers will regenerate the soil they work on, reduce the amount of inputs and water used and lower GHG emissions through carbon sequestration.

In fiscal 2022, we continued our commitment to transparency by enhancing our climate disclosures based on the Task Force on Climate-related Financial Disclosure (TCFD) principles and the standards developed by the Sustainability Accounting Standards Board (SASB) for our industry. We continue to focus on our climate-related transition and physical risks to enhance our efforts to mitigate our climate risks and exposures throughout our supply chain.

While the company is focused on regeneration efforts across our full value chain, our current key priorities are focused on climate change and regenerative agriculture. As highlighted below, the company has set ambitious goals in these areas, and remains on track to achieve them.

  Climate Change Regenerative Agriculture

 

 

An overview of the company’s initiatives may be found in our annual Global Responsibility Report (available on our website at www.generalmills.com under the How we make it section).

GOAL
Net Zero
GHG emissions across our full value chain by 2050

Our goals are to reduce absolute GHG emissions across our full value chain (Scopes, 1, 2 and 3) by 30% by 2030 (compared to 2020). By 2050, we expect to achieve net zero GHG emissions across our full value chain.

GOAL
1MM acres
of farmland advancing regenerative agriculture

We are committed to being a leader in regenerative agriculture, which we define as a holistic, principles-based approach to farming and ranching that seeks to build and strengthen ecosystem and community resilience. We have set a goal to advance regenerative agriculture practices on 1 million acres of farmland by 2030. To date, we are helping to advance regenerative agriculture on more than 70 farms and have more than 200,000 acres enrolled in our program.

 

Notice of 2022 Annual Meeting of Shareholders  9 

Table of Contents

About General Mills

Sustainability and Global Impact Highlights

At General Mills, we work to create holistic value throughout our supply chain, from agriculture and operations to our consumers and communities. Our sustainability and corporate social responsibility achievements, some of which are highlighted below, help us strengthen our business, brands and the communities we serve.

FOOD PLANET PEOPLE COMMUNITY
96% 200,000 90% $98 million
of our company-owned production facilities are Global Food Safety Initiative (GFSI) certified.(1) acres enrolled in programs advancing regenerative agriculture. of our salaried employees say that General Mills is a great place to work.(1) given to charitable causes, including General Mills Foundation grants, corporate contributions and food donations.(1)
       
41% 63% 42% 41 million
of General Mills global volume met the company’s criteria as Nutrition-Forward Foods.(1) renewable electricity sourced for our global operations.(1) of our officer and director level employees are women and 19% are racially or ethnically diverse. Our product donations to food banks enabled 41 million meals around the world.(1)
       
#1 89% 50% 6 continents
General Mills is the largest provider of natural and organic packaged food in the U.S.(2) of General Mills packaging is recyclable or reusable (by weight).(1) Reduction in serious injuries at our production facilities and Innovation and Technology and Quality centers since fiscal 2020.(1) Our strategic philanthropy and our community giving in General Mills hometown communities spanned 6 continents.(1)

 
Human Rights      

As one of the world’s leading food companies, we believe we have a responsibility to respect human rights throughout our business and value chain. As a force for good, we are accelerating our actions to respect human rights and positively impact the people we depend on – and who depend on us. Our goal is to assess and address our human rights impacts in alignment with the United Nations Guiding Principles on Business and Human Rights (UNGPs). We follow a strategic framework to assess, address and prevent potential human rights impacts across our value chain. We also regularly assess our human rights risks and strategy to ensure alignment with the UNGPs.

(1)  Data as of the last day of fiscal 2021.

(2)  Includes food for both humans and pets. Source: SPINS 52 WE 12/26/2021, Total – US Mulo, Natural Enhanced Channel and Pet Channel.

 

 

10 General Mills Inc.

Table of Contents

About General Mills

Sustainability and Global Impact Highlights

 

 

 

Awards and Recognition

      

General Mills is recognized as a global leader in sustainability. We received numerous awards in fiscal 2022 recognizing our efforts. Listed below are a few of these recognitions, illustrating our commitment to being a force for good.

CDP Disclosure A List 2021 – Climate Change CDP Disclosure A List 2021 – Water Security 100 Best Corporate Citizens 2021 – 3BL Media Member FTSE4Good
Member of Dow Jones Sustainability North America and World Indices The JUST 100 – Just Capital and CNBC America’s Most Responsible Companies 2021 – Newsweek America’s Best Employers for Women – Forbes
Best Companies for Dads – Seramount Diversity Best Practices Leading Inclusion Index – Seramount Member of the Science Based Targets Network (SBTN) Signatory to the United Nations Global Compact (UNGC)
Certain sections of this Proxy Statement reference or refer you to materials on our website, www.generalmills.com. These materials and our website are not incorporated by reference in, and are not part of, this Proxy Statement.

 

 

Notice of 2022 Annual Meeting of Shareholders 11

Table of Contents

Proxy Voting Roadmap

PROPOSAL NUMBER 1:

Election of Directors

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE.

 

The board of directors recommends the election of each of the highly experienced director nominees presented in this proxy statement to our independent and diverse board.

INDEPENDENCE
GENDER
(Average
Tenure: 6 years)
ETHNIC DIVERSITY
AGE
TENURE    

C. Kim Goodwin was appointed by the board to serve as a director effective June 27, 2022. Ms. Goodwin’s extensive background as a leader at global investment institutions, and years of service as a public company director, will offer the board valuable expertise and investor perspectives in the areas of finance and capital markets, shareholder value creation, strategic planning, global leadership and marketing and consumer insights. With Ms. Goodwin’s appointment the General Mills board is now comprised of 50% women and 33% ethnically diverse directors.

Our Directors’ Skills and Experiences Support Our Long-term Strategy

Additional information about each director and his or her qualifications may be found beginning on page 19.


 

12 General Mills Inc.

Table of Contents

Proxy Voting Roadmap

PROPOSAL NUMBER 2:  

Approval of the 2022 Stock Compensation Plan

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE 2022 PLAN.

PROPOSAL NUMBER 3:  

Advisory Vote on Executive Compensation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RESOLUTION.

 

Shareholders are asked to vote to approve the General Mills, Inc. 2022 Stock Compensation Plan (the “2022 Plan”).

The 2022 Plan is part of a compensation program that:

Attracts and retains (a) management talent capable of achieving superior business results, and (b) qualified non-employee directors to serve on the company’s board; and
  
Aligns their interests with those of shareholders by linking a portion of their compensation directly to increases in shareholder value.

Additional information about the 2022 Stock Compensation Plan may be found beginning on page 44.

 

The compensation program for our executive team recognizes and rewards the achievement of annual and sustained competitive performance. Each element of annual and long-term incentive compensation is tied to performance and closely linked to our strategy, long-term growth model, financial objectives and ultimately total shareholder return (“TSR”). In response to market trends and shareholder feedback, beginning in fiscal 2022, a relative TSR modifier was added to PSU awards for all officers to further align our long-term incentives with our performance and investor returns.

Percentage
Of CEO Target
Compensation
      Total Direct
Compensation
Element
      Pay Element       Performance Measure
  BASE SALARY   Cash   ●  Individual performance and contributions based on scope and complexity of role
  ANNUAL INCENTIVE   Cash-based award  

Company Performance (80%)

●  Organic net sales growth*

●  Adjusted operating profit growth*

Individual Performance (20%)

  LONG-TERM INCENTIVE    
    Performance Share Units (“PSUs”)  

Three-year cliff vesting and Three-year measurement period

●  Organic net sales growth (Compound Annual Growth Rate (“CAGR”))*

●  Cumulative free cash flow

●  +/- 25% Relative TSR Modifier (new for fiscal 2022 awards)

      Stock Options   Four-year cliff vesting
        Restricted Stock Units   Four-year cliff vesting

Additional information about executive compensation may be found beginning on page 52.

*Organic net sales and adjusted operating profit are non-GAAP measures. 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.


Notice of 2022 Annual Meeting of Shareholders 13

Table of Contents

Proxy Voting Roadmap

PROPOSAL NUMBER 4:  

Ratify Appointment of the Independent Registered Public Accounting Firm

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL.

 

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. We are asking shareholders to ratify the appointment of KPMG for fiscal 2023.

Additional information about the independent registered public accounting firm may be found beginning on page 77.


PROPOSAL NUMBER 5 AND 6:  

Shareholder Proposals

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THESE PROPOSALS.

 

We received two shareholder proposals to be voted on at this year’s annual meeting. Shareholders are asked to vote against both of the shareholder proposals.

Information on the shareholder proposals and our statements in opposition of the proposals may be found beginning on page 80.


 

14 General Mills Inc.

Table of Contents

Table of Contents

  A Letter from Our Chairman and CEO 1
  A Letter from Your Independent Lead Director 3
  Notice of 2022 Annual Meeting of Shareholders 5
  About General Mills 6
  Proxy Voting Roadmap 12
     
                  
  PROPOSAL NUMBER 1:  
  Election of Directors 16
     
  2022 Director Nominees At-A-Glance 17
  Director Nomination Process 18
  Board Refreshment and Director Succession Planning 18
  Board Composition and Diversity 18
  Board Skills, Qualifications and Experience 19
  2022 Director Nominees 20
     
  Corporate Governance 26
  Corporate Governance Policies and Practices 26
  Our Board’s Key Responsibilities 26
  Board Leadership Structure 34
  Board Committees and Their Functions 36
  Annual Board and Committee Evaluation Process 39
  Board Independence and Related Person Transactions 40
  Codes of Conduct for Directors and Employees 40
  Shareholder Director Nominations 40
  Communications with the Board 41
     
  Director Compensation 42
  Elements of Compensation 42
  Deferred Compensation 42
  Director Compensation for Fiscal 2022 43
     
     
  PROPOSAL NUMBER 2:  
  Approval of the 2022 Stock Compensation Plan 44
     
  Overview 44
  Best Practices 46
  Summary of Material Features of the 2022 Plan 47
  U.S. Federal Income Tax Consequences 50
  New Plan Benefits 50
  Equity Compensation Plan Information 51

 

                             
     
  PROPOSAL NUMBER 3:  
  Advisory Vote on Executive Compensation 52
     
  Executive Compensation 53
  Compensation Discussion & Analysis 53
  Financial Highlights that Align with Our Pay for Performance 54
  Compensation Committee Report 63
  Executive Compensation Tables 64
  Potential Payments Upon Termination or Change in Control 72
  CEO Pay Ratio 76
     
     
  PROPOSAL NUMBER 4:  
  Ratify Appointment of the Independent Registered Public Accounting Firm 77
     
  Independent Registered Public Accounting Firm Fees 78
  Auditor Services Pre-approval Policy 78
  Audit Committee Report 78
     
     
  PROPOSAL NUMBER 5:  
  Shareholder Proposal – Independent Board Chairman 80
     
   
  PROPOSAL NUMBER 6:  
  Shareholder Proposal – Plastic Packaging 83
     
  Stock Ownership Information 86
  Ownership of General Mills Common Stock by Directors, Officers and Certain Beneficial Owners 86
  Related Policies 87
     
  General Information 89
  Other Business 89
  Questions and Answers About the 2022 Annual Meeting and Voting 89
  Solicitation of Proxies 93
  Delivery and Viewing of Proxy Materials 93
  Annual Reports 93
  Your Vote is Important 93
     
  Appendix A: Non-GAAP Financial Measures A-1
  Appendix B: 2022 Stock Compensation Plan B-1


 

Notice of 2022 Annual Meeting of Shareholders 15

 


Table of Contents

PROPOSAL NUMBER 1:

Election of Directors

       
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES.      

Upon the recommendation of the corporate governance committee, the board has nominated all of the current directors to stand for reelection. All of the nominees are independent under New York Stock Exchange (“NYSE”) corporate governance rules, except Chairman and Chief Executive Officer, Jeffrey L. Harmening. See Board Independence and Related Person Transactions on page 40.

Our directors are elected annually by a majority of votes cast to enhance their accountability to shareholders. If an incumbent director is not reelected, the director must promptly offer his or her resignation to the board. The corporate governance committee will recommend to the board whether to accept or reject the resignation, and the board will disclose its decision and the rationale behind it within 90 days from the certification of the election results. If there are more director nominees than the number of directors to be elected, the directors will be elected by a plurality of the votes cast.

Each of the director nominees currently serves on the board and was elected by the shareholders at the 2021 Annual Meeting, except for C. Kim Goodwin who, with the help of a search firm, was identified by the corporate governance committee as a new director candidate and elected as a director by the board in June 2022.

If elected, each director will hold office until the 2023 Annual Meeting and until his or her successor is elected and qualified. We have no reason to believe that any of the nominees will be unable or unwilling to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, proxies may be voted for another person nominated as a substitute by the board, or the board may reduce the number of directors.

Included in each director nominee’s biography is a description of select key qualifications and experiences of such nominee based on the skills and qualifications described on page 19. The board and the corporate governance committee believe that the combination of the various qualifications and experiences of the director nominees will contribute to an effective and well-functioning board and that the director nominees possess the necessary qualifications and capacity to provide effective oversight of the business and counsel to the company’s management to advance our long-term strategy and oversee the interests of our shareholders.

       
16 General Mills Inc.

Table of Contents

Proposal Number 1: Election of Directors

2022 Director Nominees
At-A-Glance
     

Notice of 2022 Annual Meeting of Shareholders 17

Table of Contents

Proposal Number 1: Election of Directors

Director Nomination Process

Our board follows an annual director nomination process that promotes thoughtful and in-depth review of overall board composition and director nominees throughout the year. At the beginning of the process, the corporate governance committee reviews current board composition and considers search priorities for any new director candidates. The skills and experiences of our directors are reviewed annually to confirm that our board possesses the traits, attributes and qualifications to successfully guide and oversee the company’s long-term strategy and priorities and continue to promote effective board performance. The corporate governance committee reviews incumbent director candidates, evaluates any changes in circumstances that may impact their candidacy and considers information from the board evaluation process to ensure the board continues to operate effectively. Upon a recommendation from the corporate governance committee, the board of directors approves the nomination of director candidates for election at the Annual Meeting.

The corporate governance committee identifies potential new director candidates using a search firm that is paid a fee for its services, together with referrals and suggestions from board members and shareholders. The committee interviews potential director candidates to confirm their qualifications, interest and availability for board service. This year the corporate governance committee identified one new director candidate. C. Kim Goodwin was appointed by the board to serve as a director effective June 27, 2022.

Board Refreshment and Director Succession Planning

We plan thoughtfully for director succession and board refreshment. By developing and following a long-term succession plan, the board has an ongoing opportunity to:

Evaluate the depth and diversity of experience of our board;
Expand and replace key skills and experience that support our strategies;
Continue our record of gender and ethnic diversity; and
Maintain a balanced mix of tenures.

Each newly appointed director follows a well-developed and comprehensive onboarding program, which, among other things, includes meetings with board members and senior company leaders and customer and facility tours, ensures directors become well-acclimated to the board in a timely manner.

The corporate governance committee also plans for the orderly succession of the Independent Lead Director and the chairs for the board’s five committees, providing for their identification, development and transition of responsibilities.

Board Composition and Diversity

Bringing together informed directors with different perspectives, in a well-managed, transparent and constructive environment, fosters thoughtful and innovative decision making. We have a policy of encouraging a range of tenures on the board, to ensure both continuity and fresh perspectives among our director nominees. It is also our policy to include racial, ethnic and gender diversity on the board.

Our current director nominees possess a broad range of backgrounds and experiences and a balanced mix of diversity that enriches board discussions and deliberations:

Four of our eleven independent director nominees are ethnically diverse;
The majority of our independent director nominees are female; and
The board exhibits a balanced mix of tenure, with an average director tenure of six years.

Diversity has been a core value of our board and the company for many years. We have had at least one female director and one ethnically diverse director on our board for each fiscal year since 1975. We are committed to maintaining the current diversity of the board and will look for opportunities to increase the diversity of the board

18 General Mills Inc.

Table of Contents

Proposal Number 1: Election of Directors

where appropriate to enhance the overall skills, experiences and profile of the board. Consideration of the overall gender and ethnic diversity of the board is a significant factor in board succession planning and director recruitment. The search criteria and candidate pools for each new director appointment reflect the board’s commitment to diversity. In keeping with these priorities and commitments, since 2018, we have added five new independent directors, all of whom are female and three of whom are ethnically diverse.

Board Skills, Qualifications and Experience

The director nominees possess the qualifications, skills and experiences necessary to successfully guide and oversee the company’s long-term strategy and priorities. All of our directors have senior executive leadership experience leading large, complex organizations. These experiences are particularly important in evaluating key strategic decisions, setting priorities and critically evaluating performance to drive sustainable, long-term shareholder value. Importantly, many of our directors have backgrounds in consumer packaged goods, retail and other consumer-facing businesses that enable the board to guide management in a rapidly changing business, marketing and product innovation environment. The board also possesses significant financial and accounting expertise that ensures the critical evaluation of strategic actions, strong oversight of performance and shareholder value creation and careful attention to financial disclosures. Additionally, many directors have held international executive positions leading global businesses or segments. These directors provide helpful insights to board discussions as we continue to grow and expand our global operations. Board experience, governance and public policy skills are also key strengths of several of our directors and are important for the effective operation of the board and oversight of the company. While we consider deep and diverse experience to be a strength of the board, we consider the following skills and experiences to be particularly valuable in supporting the company’s strategies and fulfilling the board’s responsibilities:

SENIOR EXECUTIVE LEADERSHIP

We believe that directors who have served as CEOs or senior executives are in a position to challenge management and contribute practical insight into business strategy, operations and human capital management. Our directors provide sources of market intelligence, analysis and relationships that benefit the company.

      

GLOBAL EXPERIENCE

A significant portion of the company’s growth depends on its success in markets outside the U.S. Directors with a global perspective help us make key strategic decisions in international markets.

      

INNOVATION

Innovation is a core focus for the company and is critical in helping us continue to develop and deploy successful products to meet the demands and preferences of our consumers.

INDUSTRY FOCUS

As a company that relies on the strengths of our branded products, we seek directors who are familiar with the consumer packaged goods and retail industries. These directors help guide the company in assessing trends and external forces in these industries.

 

GOVERNANCE EXPERTISE

A deep understanding of the board’s duties and responsibilities enhances board effectiveness and ensures independent oversight that is aligned with shareholder interests.

 

HEALTH AND WELLNESS

A thorough understanding of the health and wellness trends among our consumers provides management and the board with insights into potential product enhancements and offerings.

ACCOUNTING AND FINANCIAL EXPERTISE

A strong understanding of accounting and finance is important for ensuring the integrity of our financial reporting and critically evaluating our performance. Our directors have significant accounting experience, corporate finance expertise and financial reporting backgrounds.

 

MARKETING/
E-COMMERCE EXPERIENCE

Organic sales growth is one of our key financial metrics and directors with marketing expertise provide important perspectives on developing new markets and growing current markets. Sales and marketing expertise in E-commerce and mobile platforms is also vital to our growth and success in these channels.

 

GOVERNMENT/PUBLIC POLICY EXPERTISE

Directors with governmental and policymaking experience play an increasingly important role on our board as our business becomes more heavily regulated and as our engagement with stakeholders continues to expand.

         
Notice of 2022 Annual Meeting of Shareholders 19

Table of Contents

Proposal Number 1: Election of Directors

2022 Director Nominees

 

R. Kerry Clark

Age 70

Independent Director Since 2009

Committees

AUDIT, FINANCE (CHAIR)

Other Public Directorships

ELEVANCE HEALTH, INC. (FORMERLY ANTHEM, INC.)
TEXTRON, INC. AVNET, INC. (2012–2019)

         

David M. Cordani

Age 56

Independent Director Since 2014

Committees

AUDIT, COMPENSATION (CHAIR)

Other Public Directorships

CIGNA CORPORATION

R. Kerry Clark served as Chairman and Chief Executive Officer of Cardinal Health, Inc., a provider of health care products and services, until his retirement in 2009. Mr. Clark joined Cardinal Health in 2006 as President and Chief Executive Officer and became Chairman in 2007. Prior to that, Mr. Clark had been with The Procter & Gamble Company, a consumer products company, since 1974. There, he held various positions including President of P&G Asia; President, Global Market Development and Business Operations; and from 2004 to 2006, Vice Chairman of the Board.

 

Contributions to the Board

●  As the former Chairman and Chief Executive Officer at Cardinal Health and Vice Chairman of Procter & Gamble Company’s board, Mr. Clark brings business leadership and strategic planning skills, governance expertise and operating background to the board.

●  With a strong background in consumer packaged goods and health care products, he brings to the board extensive experience in launching new products, brand-building, marketing and partnering with customers across sales channels.

●  Mr. Clark also lends a global business perspective, developed through his leadership of global business operations at Procter & Gamble.

 

Key Skills, Qualifications and Experience

Senior Executive Leadership


 

Industry Focus


 

Global Experience


 

Governance Expertise


 

Health and Wellness


 

   

David M. Cordani is Chairman and Chief Executive Officer of Cigna Corporation, a global health insurance and health services company. Mr. Cordani joined Cigna in 1991 and has held a variety of finance and operating positions, including Chief Financial Officer for Cigna HealthCare and President and Chief Operating Officer for Cigna Corporation. He was named Chief Executive Officer of Cigna Corporation in 2009 and Chairman in January 2022. Prior to joining Cigna, he held several senior staff positions at Coopers & Lybrand, an accounting firm.

 

Contributions to the Board

●  From his tenure as Chairman and Chief Executive Officer of Cigna Corporation, Mr. Cordani is attuned to the challenges of operating and growing a consumer-facing, S&P 500 company in a highly regulated industry. Mr. Cordani brings current insights on business leadership, strategic planning and corporate governance.

●  His career-long experience in the health services industry enables him to contribute insights on emerging health and wellness trends and their potential impact on businesses and consumers.

●  Mr. Cordani’s background as a certified public accountant and chief financial officer provides significant risk management and financial expertise to the board and audit committee. He is one of our audit committee financial experts.

 

Key Skills, Qualifications and Experience

Senior Executive Leadership


 

Accounting and Financial Experience


 

Governance Expertise


 

Health and Wellness


 

Government/Public Policy Expertise


 

 

20 General Mills Inc.

Table of Contents

Proposal Number 1: Election of Directors

 

C. Kim Goodwin

Age 63

Independent Director
Since June 2022

Committees

COMPENSATION, CORPORATE GOVERNANCE

Other Public Directorships

TJX COMPANIES, INC.

POPULAR, INC.

         

Jeffrey L.
Harmening

Age 55

Director Since June 2017

Other Public Directorships

THE TORO COMPANY

   

Jeffrey L. Harmening is Chairman and Chief Executive Officer of General Mills, Inc. Mr. Harmening joined General Mills in 1994 and served in a variety of positions before becoming Vice President of Marketing for Cereal Partners Worldwide (“CPW”), the company’s joint venture with Nestlé based in Switzerland, in 2003. Mr. Harmening served as Vice President and Senior Vice President of the Big G cereal division from 2007 to 2012, and Senior Vice President, Chief Executive Officer of CPW from 2012 to 2014. From 2014 to June 2016, he served as Executive Vice President, Chief Operating Officer, U.S. Retail. Mr. Harmening was appointed President and Chief Operating Officer of General Mills in July of 2016, Chief Executive Officer in June of 2017 and Chairman in January of 2018.

 

Contributions to the Board

●  With over 20 years of service at General Mills in a variety of senior leadership roles across several business categories, Mr. Harmening’s deep knowledge of the company’s business and the markets in which we operate position him well to serve as our Chairman and Chief Executive Officer.

●  Prior to his appointment as Chief Executive Officer, Mr. Harmening served in a number of key management and operational roles in the company’s North America Retail division.

●  He also spent six years abroad focusing on our international operations, including two years as Chief Executive Officer of CPW.

 

Key Skills, Qualifications and Experience

Senior Executive Leadership


 

Industry Focus


 

Global Experience


 

Marketing/E-commerce Experience


 

Health and Wellness


 

C. Kim Goodwin is an experienced financial services professional. Ms. Goodwin served as Managing Director and Head of Equities (Global) for the Asset Management Division of Credit Suisse Group AG from 2006 to 2008, and as Chief Investment Officer – Equities at State Street Research & Management Co., a money management firm, from 2002 to 2005. Since 2008, Ms. Goodwin has been a private investor, sitting on a number of public and private company boards.

 

Contributions to the Board

●  As a former investment executive at two global investment institutions, Ms. Goodwin provides valuable investor perspective on matters of company strategy, performance and corporate governance.

●  Ms. Goodwin also brings significant financial and capital markets expertise to the board.

●  Her significant public and private board service, including at the TJX Companies, Inc., strengthens the board’s overall experience in areas of risk oversight and marketing and consumer insights.

 

Key Skills, Qualifications and Experience

Senior Executive Leadership


 

Industry Focus


 

Accounting and Financial Experience


 

Global Experience


 

Marketing/E-commerce Experience


 

   

 

Notice of 2022 Annual Meeting of Shareholders 21

Table of Contents

Proposal Number 1: Election of Directors

 

Maria G. Henry

Age 56

Independent Director Since 2016

Committees

AUDIT (CHAIR), FINANCE

         

Jo Ann Jenkins

Age 64

Independent Director Since

January 2020

Committees

CORPORATE GOVERNANCE, PUBLIC RESPONSIBILITY

Other Public Directorships

AVNET, INC.

Maria G. Henry has served as Executive Vice President and Senior Advisor of Kimberly-Clark Corporation since April 2022. She served as Chief Financial Officer of Kimberly-Clark Corporation from 2015 to April 2022. Prior to that, she was Executive Vice President and Chief Financial Officer of Hillshire Brands, formerly known as Sara Lee Corporation, from 2012 to 2014. Ms. Henry was the Chief Financial Officer of Sara Lee’s North American Retail and Foodservice business from 2011 to 2012. Prior to Sara Lee, she held various senior leadership positions in finance and strategy in three portfolio companies of Clayton, Dubilier, and Rice, most recently as Executive Vice President and Chief Financial Officer of Culligan International. Ms. Henry also held senior finance roles in several technology companies, and she began her career at General Electric.

 

Contributions to the Board

●  Ms. Henry brings significant accounting, auditing and financial reporting expertise to the board and audit committee. She is one of our audit committee financial experts.

●  As the former Chief Financial Officer of a global company who was directly responsible for finance, accounting, real estate and investor relations, Ms. Henry offers capital markets expertise and current insights on public company financial, governance and leadership matters.

●  Ms. Henry’s consumer products background and experience make her well-positioned to critically and thoughtfully review and guide company strategy.

 

Key Skills, Qualifications and Experience

Senior Executive Leadership


 

Industry Focus


 

Accounting and Financial Experience


 

Global Experience


 

Governance Expertise


 

   
   

Jo Ann Jenkins has served as Chief Executive Officer of AARP, Inc., the nation’s largest nonprofit organization serving Americans aged 50 and older, since 2014. From 2013 to 2014, Ms. Jenkins served as Executive Vice President and Chief Operating Officer of AARP, and from 2010 to 2013 as President of the AARP Foundation. Prior to joining AARP, Ms. Jenkins served at the Library of Congress as Chief Operating Officer and Chief of Staff. She has also held a variety of senior roles at the U.S. Department of Agriculture, the U.S. Department of Transportation and the U.S. Department of Housing and Urban Development.

 

Contributions to the Board

●  As the Chief Executive Officer of AARP, Ms. Jenkins brings to the board a deep understanding of strategic management and innovative marketing from her experiences leading and transforming one of the nation’s largest nonprofit organizations.

●  Ms. Jenkins contributes valuable insights to the board on public policy, government affairs and community relations matters based on her senior leadership positions at the Library of Congress, U.S. Department of Agriculture, U.S. Department of Transportation and U.S. Department of Housing and Urban Development.

●  Her public and private board service and advisory experiences deepen the board’s overall governance expertise.

 

Key Skills, Qualifications and Experience

Senior Executive Leadership


 

Marketing/E-commerce Experience


 

Innovation


 

Governance Expertise


 

Government/Public Policy Expertise


 

 

22 General Mills Inc.

Table of Contents

Proposal Number 1: Election of Directors

 

Elizabeth C. Lempres

Age 61

Independent Director Since June 2019

Committees

AUDIT, COMPENSATION

Other Public Directorships

AXALTA COATING SYSTEMS LTD.

TRAEGER, INC.

         

Diane L. Neal

Age 66

Independent Director Since

November 2018

Committees

CORPORATE GOVERNANCE, PUBLIC RESPONSIBILITY

 
   

Diane L. Neal served as Chief Executive Officer of Sur La Table, Inc., a consumer-facing retail company, from 2014 until her retirement in January 2017. From 2012 to 2014, Ms. Neal served as an advisor to select retail companies including L Brands, Inc., the parent company of Bath & Body Works where she served as Chief Executive Officer from 2007 to 2011. Ms. Neal joined Bath & Body Works in 2006 as President and Chief Operating Officer. Ms. Neal served with Gap Inc. from 2004 to 2006, where she held the positions of President, Outlet Division and Senior Vice President, Merchandising, Outlet Division. Previously, she served at Target Corporation for more than 20 years in various executive and leadership roles, including President of Mervyn’s from 2001 to 2004.

 

Contributions to the Board

●  Ms. Neal’s significant senior executive experience in consumer and retail facing businesses provides the board with valuable consumer and retail insights.

●  As a senior executive for innovative and marketing-focused retail companies, Ms. Neal provides valuable perspectives on new and unique initiatives to meet evolving consumer needs and behaviors.

●  Ms. Neal’s public company board experience and corporate governance expertise strengthen our board and corporate governance committee discussions.

 

Key Skills, Qualifications and Experience

Senior Executive Leadership


 

Industry Focus


 

Innovation


 

Governance Expertise


 

Marketing/E-commerce Experience


 

Elizabeth C. Lempres served as Senior Partner at McKinsey & Company, a management consulting firm, until her retirement in August 2017. Ms. Lempres joined McKinsey & Company in 1989 and held a variety of positions of increasing responsibility during her career including Senior Partner and Global Leader, Private Equity and Principal Investors from 2016 to 2017; and Senior Partner and Global Leader, Consumer Sector from 2010 to 2014. Prior to McKinsey & Company, she held positions in engineering-related fields at IBM and General Electric.

 

Contributions to the Board

●  Ms. Lempres’ extensive senior leadership experience advising international consumer goods companies on complex management and strategy matters provides unique perspective and expertise to the board’s strategic planning process.

●  As former Senior Partner and Global Leader of McKinsey’s Consumer Sector, Ms. Lempres brings substantial global consulting experience in the consumer products and retail sectors to the board. Her experience leading teams across North America, Latin America, Europe, Asia and Africa also provides valuable perspective on the company’s international markets and operations.

●  Ms. Lempres’ public company board experience, financial expertise and risk management skills are valuable assets to the board, the audit committee and the compensation committee.

 

Key Skills, Qualifications and Experience

Senior Executive Leadership


 

Industry Focus


 

Accounting and Financial Experience


 

Global Experience


 

Governance Expertise


 

   

 

Notice of 2022 Annual Meeting of Shareholders 23

Table of Contents

Proposal Number 1: Election of Directors

 

Steve Odland,
Independent
Lead Director

Age 63

Independent Director Since 2004

Committees

FINANCE, PUBLIC RESPONSIBILITY

         

Maria A. Sastre

Age 67

Independent Director Since June 2018

Committees

COMPENSATION, CORPORATE GOVERNANCE
(CHAIR)

Other Public Directorships

O’REILLY AUTOMOTIVE, INC.

KALERA AS

Steve Odland is the President and Chief Executive Officer of The Conference Board. From 2013 to June of 2018, Mr. Odland was President and Chief Executive Officer of The Conference Board’s public policy affiliate, the Committee for Economic Development. From 2011 to 2012, he was an Adjunct Professor in the graduate school of business at Lynn University and at Florida Atlantic University. Mr. Odland served as Chairman and Chief Executive Officer of Office Depot, Inc., an office merchandise retailer, from 2005 until 2010. From 2001 to 2005, he was Chairman and Chief Executive Officer of AutoZone, Inc., an auto parts retailer. Prior to that, he served as President and Chief Executive Officer of Tops Markets, Inc., a U.S. food retailer, from 1998 to 2000, and as President of the Foodservice Division of Sara Lee Bakery from 1997 to 1998. He was employed by The Quaker Oats Company from 1981 to 1996. Mr. Odland is also currently a Senior Advisor at Solomon Partners, and a CNBC contributor.

 

Contributions to the Board

●  As our Independent Lead Director, Mr. Odland draws on his business leadership, corporate strategy and governance expertise to provide strong, independent board leadership and to ensure board effectiveness by fostering active discussion and collaboration among the independent directors and serving as an effective liaison with management.

●  He provides valuable insights into food, consumer products marketing, brand-building, internet marketing and sales, food service and international management from his executive roles in the food industry at Tops Markets, Quaker Oats and Sara Lee.

●  Mr. Odland also lends expertise on public policy, economics and corporate governance from his experience as President and Chief Executive Officer of The Conference Board.

 

Key Skills, Qualifications and Experience

Senior Executive Leadership


 

Industry Focus


 

Global Expertise


 

Governance Expertise


 

Marketing/E-commerce Experience


 

   
   

Maria A. Sastre served as President and Chief Operating Officer of Signature Flight Support Corporation, the world’s largest network of fixed-base operations and support services for private and business aviation, from 2013 until her retirement in 2018. Ms. Sastre joined Signature Flight in 2010 as its Chief Operating Officer. From 2009 to 2010, she was President and Chief Executive Officer of Take Stock in Children, Inc., a Florida based non-profit that helps low-income youth escape the cycle of poverty through education. Ms. Sastre served with Royal Caribbean Cruises LTD from 2000 to 2008, where she held the positions of Vice President, International, Asia, Latin America & Caribbean and Vice President of Hotel Operations. Previously, she had held various executive and leadership roles at United Airlines, Inc., Continental Airlines, Inc. and Eastern Airlines, Inc.

 

Contributions to the Board

●  Ms. Sastre’s significant senior executive experience in consumer-facing businesses, together with over 20 years of public company board service at large retail grocery, restaurants and healthcare companies, provide the board with valuable consumer, food service and health and wellness insights.

●  Her global management expertise overseeing operations and marketing initiatives in Asia and Latin America, as well as her international merger and acquisition work, deepens the board’s global perspective and marketing expertise.

●  Ms. Sastre has significant corporate governance and public company board experience, including service on audit, corporate governance and talent and compensation committees and chairing finance and talent and compensation committees.

 

Key Skills, Qualifications and Experience

Senior Executive Leadership


 

Industry Focus


 

Global Experience


 

Governance Expertise


 

Health and Wellness


 

 

24 General Mills Inc.

Table of Contents

Proposal Number 1: Election of Directors

 

Eric D. Sprunk

Age 58

Independent Director Since June 2015

Committees

AUDIT, PUBLIC RESPONSIBILITY (CHAIR)

Other Public Directorships

BOMBARDIER INC.

         

Jorge A. Uribe

Age 65

Independent Director Since 2016

Committees

COMPENSATION, PUBLIC RESPONSIBILITY

Other Public Directorships

INGREDION INCORPORATED

GRUPO ARGOS AS

Eric D. Sprunk served as Chief Operating Officer of NIKE, Inc., an athletic footwear and apparel business, from 2013 until his retirement in April 2020. Mr. Sprunk joined NIKE in 1993, and held a variety of positions, including Regional General Manager of NIKE Europe Footwear from 1998 to 2000, Vice President & General Manager of the Americas from 2000 to 2001, Vice President of Global Footwear from 2001 to 2009 and Vice President of Merchandising and Product from 2009 to 2013. Prior to joining NIKE, Mr. Sprunk was a certified public accountant with the accounting firm Price-Waterhouse from 1987 to 1993.

 

Contributions to the Board

●  As the former Chief Operating Officer at a global, brand-based consumer products company, Mr. Sprunk brings relevant marketing experience to the board, as well as operating expertise in key functions including manufacturing, sourcing, sales and procurement. His experience as Vice President of Merchandising and Product also provides the board with valuable perspectives on product innovation and development.

●  His global and regional international management experiences at NIKE provide the board with a unique perspective on developing and marketing innovative products in consumer markets around the world.

●  Mr. Sprunk is a certified public accountant who has worked in senior financial roles at NIKE and Price-Waterhouse, which provides valuable financial and accounting expertise. Mr. Sprunk is one of the audit committee’s financial experts.

 

Key Skills, Qualifications and Experience

Senior Executive Leadership


 

Accounting and Financial Expertise


 

Global Experience


 

Marketing/E-commerce Experience


 

Innovation


 

   

Jorge A. Uribe served as Global Productivity and Organization Transformation Officer at The Procter & Gamble Company, a consumer products company, from 2012 until his retirement in 2015. Prior to 2012, Mr. Uribe served as Group President of Latin America at Procter & Gamble from 2004 to 2012, as Vice President, Marketing and Customer Business Development, Latin America from 2001 to 2004 and as Vice President, Venezuela and Andean Region from 1999 to 2001.

 

Contributions to the Board

●  Mr. Uribe’s international management background, including multi-regional and multi-country responsibility for operations throughout Latin America, together with his personal experience living and working outside the U.S., provides valuable perspective on the company’s international markets and operations.

●  As the former Global Productivity and Organization Transformation Officer of Procter & Gamble, Mr. Uribe brings first-hand experience in leading innovative organizational changes through efficiency improvement and cost management.

●  The experiences developed throughout his career at Procter & Gamble deepen the board’s overall consumer products, innovation and marketing expertise.

 

Key Skills, Qualifications and Experience

Senior Executive Leadership


 

Industry Focus


 

Global Experience


 

Marketing/E-commerce Experience


 

Innovation


 

 

Notice of 2022 Annual Meeting of Shareholders 25

Table of Contents

Corporate Governance

Corporate Governance Policies and Practices

Board Independence and Composition       Independent and diverse board of directors
  Strong Independent Lead Director with authority to approve board meeting agendas
  Comprehensive director nomination and board refreshment process
  Executive sessions for independent directors at each board meeting
       
Active and Engaged Board   Thoughtful management development and succession plans for the CEO and his direct reports
  Strong oversight of culture, human capital management and leadership development programs and strategies
  Active shareholder engagement program with regular updates to the board
  Substantive annual board and committee evaluations
  Board and committee agendas developed annually to address core responsibilities
  Enterprise risk management processes at board and committee levels
  Extensive oversight of sustainability and public policy issues impacting our business
       
Shareholder Rights   Annual director elections based on a majority vote
  Proxy access by-law
  Board service policies limiting the number of public company boards on which our directors may serve

Our Board’s Key Responsibilities

Our board is elected by the shareholders to oversee their interests in the long-term health and overall success of the company’s business. In exercising its fiduciary duties, the board represents and acts on behalf of our shareholders and is committed to strong corporate governance, as reflected in our corporate governance principles (available on our website at www.generalmills.com in the Investors section).

The board’s key responsibilities and priorities include:

26 General Mills Inc.

Table of Contents

Corporate Governance

    
 

Overseeing Business Strategy

The board’s significant industry and management expertise is critical in shaping the company’s business strategy. In a challenging and dynamic business environment, our directors are an important resource for thoughtful, candid and ongoing insights into strategic issues facing the company, including product portfolio development and innovation, strategic investments, acquisitions and divestitures, margin improvement and organizational design.

Board Responsibilities
Guiding and overseeing corporate strategy is the board’s primary focus, and the board’s oversight of strategy development and its assessment of management’s execution and progress against key priorities is deeply embedded in our annual board meeting calendar and agendas.
The board dedicates time at each board meeting to review and discuss long-term strategic planning, including consideration of external business dynamics, emerging trends and risks and potential strategic alternatives. These discussions provide an opportunity for the board to constructively engage with management to review and advance corporate strategy.
The board plays a significant role in overseeing the company’s portfolio shaping. At each board meeting, the board receives an update on the company’s portfolio shaping activities. The board provides independent strategic insights on the direction of the portfolio shaping processes and engages in robust discussions with management in connection with acquisitions and divestitures.
The board critically reviews significant capital investments and cash returns to shareholders through share repurchase plans and dividend payments. These strategic actions and investments are reviewed and approved by the board following open and engaged discussions of the full board.
As part of its oversight, the board reviews and discusses with management at each board meeting a set of detailed operating reports, including current financial performance versus plan. Focused discussions of key business issues, segment and business unit operations and strategic developments are also held at each board meeting.
At each board meeting, the independent directors meet in executive session to discuss business and strategic matters. These meetings are led by our Independent Lead Director.

Board’s Actions

ACCELERATE STRATEGY

The board worked closely with management to develop our Accelerate strategy. This strategy prioritizes the markets and platforms with the best prospects for profitable growth, provides a roadmap for reshaping our portfolio and guides investments in key capabilities. The board receives updates at each meeting to critically oversee and assess the company’s execution of the Accelerate strategy to address challenges in the marketplace and drive future success.

THROUGHOUT THE COVID-19 PANDEMIC

Our directors have been a critical resource for management as the company assesses and addresses the strategic impacts of the economic uncertainty and turmoil caused by the COVID-19 pandemic. During the pandemic, the board has been focused on our actions to safeguard our people, set business plans, secure access to capital and prioritize investments.

ANNUAL AND ONGOING BUSINESS REVIEW

At the beginning of the year, the board formally reviews our annual and longer-term business plans, financial targets and plans for achieving those targets. The board monitors performance against the company’s strategic objectives and financial targets throughout the year and helps ensure the integrity of our financial results.


 

Notice of 2022 Annual Meeting of Shareholders 27

Table of Contents

Corporate Governance

    
 

Overseeing Leadership Development, Culture and Human Capital Management

Leadership Development and Talent Management

Recruiting, developing and engaging our workforce is critical to executing our strategy and achieving business success. The board oversees and is regularly updated on the company’s leadership development and talent management strategies designed to recruit, develop and retain global business leaders who can drive financial and strategic growth objectives and build long-term shareholder value. The board formally reviews and discusses management development and succession plans for the Chief Executive Officer and his direct reports, including individual executive transitions. These reviews include an assessment of senior executives and their potential as successor to the Chief Executive Officer. To enhance the board’s understanding of the company’s talent pipeline, the board meets regularly with high-potential executives in formal and informal settings. The board has also adopted procedures to elect a successor in the event of the Chief Executive Officer’s sudden incapacity or departure.

Beyond leadership development, our board is continuously focused on culture and human capital management priorities for promoting a safe, inclusive and respectful work environment, where employees across our entire workforce feel empowered to speak on issues important to them, inspired to act ethically and with integrity and raise concerns and encouraged to implement new and innovative ideas in the best interests of the business.

Culture and Employee Engagement

The board is keenly interested in ensuring that the company maintains and promotes a culture that fosters the values, behaviors and attributes necessary to advance the company’s business strategy and purpose. The board receives regular updates on matters of employee culture and engagement.

Human Capital Management

The efficient production of high-quality products and successful execution of the Accelerate strategy requires a talented, skilled and engaged team of employees. The board receives regular updates on the development and progression of our senior leaders. More broadly, the board and the compensation committee provide oversight on culture and human capital management topics, including diversity and inclusion, pay equity, and recruiting and development of critical talent. The compensation committee further provides oversight of the company’s talent acquisition strategies and career development practices to ensure they are successfully supporting the company’s strategy and appropriately mitigating the risk of the loss or disengagement of critical talent.

Maintaining a safe and secure workplace for our employees is critical for our success. The board and the public responsibility committee oversee the company’s human safety program. The public responsibility committee receives regular updates from key business leaders on human safety matters at the company and in our supply chain to ensure appropriate oversight of health and safety matters across our entire value chain. The board and our senior leaders believe that respect for human rights is fundamental to our purpose of making food the world loves and to our commitment to ethical business conduct.

Beyond the Boardroom: Understanding Our Culture

To enhance the board’s understanding of the company’s work environment and culture, the board regularly conducts meetings and schedules site visits at the company’s food production facilities. The board also reviews critical feedback provided through regular employee culture surveys and receives updates on management’s plans for addressing concerns or potential areas of improvement.

28 General Mills Inc.

Table of Contents

Corporate Governance

Diversity and Inclusion

Fostering a culture of inclusion and belonging strengthens our ability to recruit talent and allows all of our employees to thrive and succeed. We actively cultivate a culture that acknowledges, respects and values all dimensions of diversity – including gender, race, sexual orientation, ability, backgrounds and beliefs. The board receives regular updates on the company’s diversity and inclusion initiatives and statistics and believes that diversity of input and perspectives is core to our business strategy. The compensation committee oversees the company’s strategies, practices and performance related to the support and advancement of workplace diversity, equity and inclusion and is committed to ensuring we are recruiting, retaining, developing and advancing a workforce that reflects the diversity of the consumers we serve. This commitment starts with our company leadership where women represent 42% of our officer and director population, and 19% of these professionals are racially or ethnically diverse.

Fostering a culture of inclusion and belonging is strongly supported by the board and is embedded in our day-to-day ways of working through: Courageous Conversations, which bring the organization together to tackle difficult-to-address topics openly and candidly; an Allyship Framework, which supports our employees on their journey as allies with practical solutions for the workplace; Inclusion Contacts consisting of a library of topics used at the beginning of meetings to foster discussion, build empathy and increase understanding; and strong employee networks made available for our employee communities to have space to learn and grow.

Notice of 2022 Annual Meeting of Shareholders 29

Table of Contents

Corporate Governance

    
 

Overseeing Risk Management

Board
The board oversees risk management related to the entire corporate enterprise, as informed by management updates and by the work of board committees.
Committees
The committees oversee risks within their respective areas of accountability and report back to the board.
Management
Management provides regular updates to the board and committees regarding the company’s risk exposures and mitigation effects.

The full board is actively engaged in overseeing the company’s risk management. The board exercises its risk oversight throughout the year, both at the full board level and through its standing committees, which are comprised solely of independent directors. While the board and its committees oversee key risk areas, company management is charged with the day-to-day management of risk. The company has robust internal processes and an effective internal control environment that facilitate the identification and management of risks and regular communication with the board. These processes include a robust enterprise risk management (ERM) program that is designed to identify and assess risks that may have a significant impact on our business, regular internal risk management meetings, a risk committee of senior management with ownership for strategic risks, operating risk owners with accountability for risk management activities, codes of conduct, a strong legal department and ethics and compliance office and a comprehensive internal and external audit process.

To ensure that the board fulfills its risk oversight role in a comprehensive and coordinated manner, the responsibility for overseeing specific aspects and areas of our risk management program is purposefully assigned to the full board and board committees.

  The audit committee has primary responsibility for reviewing and monitoring the company’s ERM program, which is designed to identify, manage and mitigate critical risks. Management provides ERM updates to the audit committee throughout the year to assist the committee in ensuring that the company has a robust ERM program that is operating effectively. The audit committee’s oversight of the company’s ERM program includes a review of the process for identifying and vetting possible risks, a review of the list of ERM risks identified by management and a summary of actions and strategies to mitigate ERM risks. The chair of the audit committee provides the full board with regular reports on the ERM program. We continue to enhance our ERM program to ensure that key strategic risks are identified and considered by senior management and the board throughout the strategic planning process.
  The audit, compensation, corporate governance, finance and public responsibility committees are each responsible for overseeing risks consistent with the responsibilities of these committees. The board has mapped the list of ERM risks to the roles and objectives of the full board and board committees to ensure that all ERM risks are overseen by the board or the relevant committee. As new ERM risks are identified, the corporate governance committee makes a recommendation to the board on risk oversight responsibility for the new risks. The committee charters and agendas are updated and revised as necessary to clarify responsibility for overseeing specific risks. Each board committee reports to the full board on their particular risk oversight activities. The key responsibilities of each board committee are highlighted under Board Committees and Their Functions beginning on page 36.
  In addition to reviewing the ERM process and discussing key risks and mitigating activities, the full board discusses risks related to the company’s annual financial plan at the beginning of each fiscal year, and risks related to business strategy during its strategic planning meetings. Throughout the year, the board continues to address these risks in follow-up discussions. The full board also encourages management to promote a corporate culture that integrates risk management into the company’s corporate strategy and day-to-day business operations in a way that is consistent with the company’s targeted risk profile.

We also conduct an annual risk assessment of the company’s employee compensation policies and practices, including those that apply to our executive officers, to ensure that the policies and practices do not encourage excessive risk-taking in order to maximize compensation. The compensation committee oversees the process, and Frederic W. Cook  & Co., Inc. (“FW Cook”), the independent compensation consultant, participates in identifying and assessing risk.

The company believes that the board’s leadership structure, discussed in more detail beginning on page 34, supports the risk oversight function of the board by providing for open communication between management and the board and including all directors in the risk oversight process. In addition, strong independent directors chair each of the board’s five committees, which provide in-depth focus on certain categories of risk.

30 General Mills Inc.

Table of Contents

Corporate Governance

    
 

Overseeing Sustainability and Global Impact

The board is focused on ensuring the company takes appropriate steps to address areas of risk and opportunity where the company has the greatest environmental and social impact. The board has made it a priority to ensure sustainability, environmental and regeneration considerations and goals are reflected at all levels of the company. The company has worked to create a robust sustainability culture and has built the oversight structure set forth below to ensure it remains a priority. We continue to refine and enhance our sustainability program and governance to ensure appropriate oversight and accountability. To that end, last year we reorganized our sustainability and philanthropy programs under a unified global impact team positioning us to better govern, execute and communicate our Force for Good strategy and impact. We also expanded our executive-level oversight of global impact matters by adding our Chief Strategy and Growth Officer; Chief Human Resources Officer; Group President, North America Retail and Chief Communications Officer to our Global Impact Governance Committee.

SEE PAGES 10-11 FOR SUSTAINABILITY AND GLOBAL IMPACT HIGHLIGHTS

Public Responsibility Committee

In 1971, General Mills was one of the first large public companies to form a public responsibility committee of the board. Today, the public responsibility committee is responsible for overseeing, among other things, the company’s sustainability, environmental, climate and corporate social responsibility strategies, plans and objectives. The public responsibility committee receives regular updates from our Chief Sustainability and Global Impact officer on the company’s environmental, climate and regenerative agriculture initiatives and monitors the company’s progress against its global impact commitments.

Global Impact Governance Committee

The General Mills global impact governance committee, led by our Chairman and Chief Executive Officer, is responsible for our global responsibility programs. The purpose of the global impact governance committee is to establish, direct and oversee General Mills’ position on matters of significance to the company and its stakeholders concerning corporate social responsibility, environmental, climate and sustainability issues and philanthropy. The Chairman and Chief Executive Officer convenes the global impact governance committee, which consists of the Chairman and Chief Executive Officer; Chief Financial Officer; Chief Supply Chain Officer; Chief Innovation, Technology and Quality Officer; Chief Strategy and Growth Officer; Chief Human Resources Officer; Group President, North American Retail; Chief Communications Officer and the General Counsel and Secretary, at least three times per year. Our Chief Sustainability and Global Impact Officer is secretary of the global impact governance committee and attends all meetings.

Notice of 2022 Annual Meeting of Shareholders 31

Table of Contents

Corporate Governance

Global Impact Team

The company’s Global Impact team is led by our Chief Sustainability and Global Impact Officer who stewards the company’s sustainability, environmental, climate and regeneration work. The Chief Sustainability and Global Impact Officer reports to the Chief Strategy and Growth Officer and works closely with the Chief Supply Chain Officer and other key business leaders to develop, coordinate and execute programs to achieve company-wide sustainability targets.

32 General Mills Inc.

Table of Contents

Corporate Governance

    
 

Representing Shareholders

One of the board’s primary roles is to represent the company’s shareholders. To fulfill this role, the board believes the company must maintain a strong year-round engagement program with its shareholders. To that end, the board has worked with management to develop a robust annual shareholder engagement program that includes management members from our investor relations, corporate governance, sustainability and executive compensation teams. As appropriate, our directors are also available to meet directly with shareholders. In most circumstances, our Independent Lead Director will serve as the board’s representative for any board-level engagement with investors. Feedback from our engagements with investors is shared directly with the board and its committees.

Shareholder Engagement Program

SUMMER FALL WINTER/SPRING
  Publish annual report and proxy statement
  Active outreach with top investors to discuss important items to be considered at Annual Meeting
  Annual Meeting
  Review results from the Annual Meeting
  Share investor feedback with board of directors and board committees
  Evaluate proxy season trends, corporate governance best practices, regulatory developments and our current practices
  Active outreach with top investors to discuss corporate governance, executive compensation, environmental and social matters and other areas of interest
  Share investor feedback with board of directors and board committees
  Board of directors considers investor feedback received throughout the year

Fiscal 2022 Shareholder Engagement

This year members of management and our Independent Lead Director engaged with many of our largest shareholders on a variety of environmental, social and governance topics, including our board leadership structure, sustainability initiatives, regenerative agriculture program and racial equity.

MEETINGS Members of management and the board met with holders representing approximately 53% of our outstanding shares and 67% of our institutional ownership.

OUTREACH Our management team sought input from holders representing approximately 56% of our outstanding shares and 72% of our institutional ownership.


Notice of 2022 Annual Meeting of Shareholders 33

Table of Contents

Corporate Governance

Board Leadership Structure CURRENT LEADERSHIP STRUCTURE
   

Strong independent board leadership is essential to the effective operation of the board and to enable the board to fulfill its responsibilities. Our independent directors choose the board leadership structure that in their judgment best serves the interests of the company and its shareholders. Having the ongoing flexibility and discretion to determine whether the same individual should serve as both Chief Executive Officer and Chairman, or whether the roles should be separated, is critical for allowing the independent directors to determine the leadership structure best for the company and its shareholders at any given point in time. The Corporate Governance Committee and full board review our board leadership structure on an annual basis in connection with the appointment of the Independent Lead Director. This review includes a discussion on the effectiveness of the current board leadership structure, the qualifications and experiences of the Chairman and Independent Lead Director and board and shareholder feedback on the structure. The independent directors believe that our current board leadership structure is optimal for the company at this time and continues to deliver strong performance and robust independent board oversight.

Mr. Harmening serves as the company’s Chairman and Chief Executive Officer, providing the organization with clear, consistent leadership, strategic vision and management accountability. Mr. Harmening has more than 20 years of leadership experience with General Mills and possesses a deep understanding of the company’s businesses and markets. As Chairman and Chief Executive Officer, Mr. Harmening is in the best position to apply his experience and expertise in assessing industry dynamics and guiding the board’s discussions of strategy and business performance.

Mr. Odland serves as the board’s Independent Lead Director, providing leadership for the independent directors and ensuring independent oversight of management and the affairs of the company. The board’s current leadership structure was unanimously adopted and approved by the board’s independent directors.

The board believes that the critical oversight provided by an independent board and strong Independent Lead Director, combined with the organizational leadership of the Chairman and Chief Executive Officer, best serves the interests of the company and its shareholders. This arrangement creates an environment in which the board works collaboratively with management, while ensuring that the independent directors can effectively oversee performance and hold senior leaders accountable. In recognition of the large, complex and global nature of our business, the board recognizes that a combined Chairman and Chief Executive Officer provides clear leadership and accountability throughout the organization and best ensures alignment between the board and management on issues of strategy, priorities and accountability.

Jeffrey L.
Harmening

Chairman and Chief
Executive Officer

 

Steve Odland

Independent Lead
Director

     

Independent
Committee Chairs

Maria G. Henry

Chair, Audit
Committee

     

David M. Cordani

Chair, Compensation
Committee

 

Maria A. Sastre

Chair, Corporate
Governance
Committee

R. Kerry Clark

Chair, Finance
Committee









 

Eric D. Sprunk

Chair, Public
Responsibility
Committee

   
34 General Mills Inc.

Table of Contents

Corporate Governance

Independent Lead Director

At any time when the board determines that the same individual should hold the positions of Chairman and Chief Executive Officer, and at any time when the Chairman is not independent, the independent directors elect an Independent Lead Director. The board recognizes the importance of appointing an Independent Lead Director to maintain a strong independent board leadership structure that functions collaboratively with management, while maintaining independent oversight. Therefore, the position of Independent Lead Director comes with a clear mandate and significant authority and responsibilities.

Considerations in Selecting Lead Director

Mr. Odland has served as the Independent Lead Director since September 2019. Mr. Odland’s service as the board’s Independent Lead Director has provided leadership for the independent directors and ensured independent oversight of management and the affairs of the company.

Mr. Odland draws on his business leadership, corporate strategic planning and governance expertise to provide strong, independent board leadership and to ensure board effectiveness by fostering active discussion and collaboration among the independent directors on the board and serving as an effective liaison with management. During his tenure, the board and management team have delivered strong results for our shareholders, developed and executed on our Accelerate strategy, reshaped our portfolio and organization, continued to enhance the company’s environmental, social, governance and executive compensation practices and processes, and strengthened the board’s oversight of critical strategic operating issues.

Our Independent Lead Director is elected by the independent directors to serve for a three-year term, which may be extended by one-year under certain circumstances. The appointment is ratified annually.

Primary Responsibilities of the Independent Lead Director

Reviews and approves board agendas with the Chairman;
Presides at all board meetings at which the Chairman is not present, including executive sessions of the independent directors (held at each board meeting), and informs the Chairman of issues considered and decisions reached during those sessions;
Facilitates effective and candid board discussions and communications to optimize board performance;
Meets regularly with the Chairman, serves as a liaison between the Chairman and the independent directors, and helps facilitate communications between the board and senior management;
Leads the board in setting forth and enforcing its expectations of ethical standards at the board and senior leadership levels;
Interviews each independent director separately as part of the annual board evaluation process;
Advises the Chairman of the board’s informational needs and provides guidance on the types of information sent to the board;
Calls meetings of the independent directors, as needed, and sets agendas for executive sessions; and
Serves as a board representative for consultation and direct communication with major shareholders when appropriate.
   
Notice of 2022 Annual Meeting of Shareholders 35

Table of Contents

Corporate Governance

Board Committees and Their Functions

The board has five standing committees that are each composed entirely of independent directors. A copy of each committee’s charter may be found on our website at www.generalmills.com in the Investors section under “Corporate Governance.” Assignments are rotated periodically to ensure that each committee has an appropriate mix of tenure and experience.

Audit Committee  
Members:
Maria G. Henry (Chair)
R. Kerry Clark
David M. Cordani
Elizabeth C. Lempres
Eric D. Sprunk
Number of meetings in fiscal 2022: Seven

Functions:

Oversees integrity, adequacy and effectiveness of internal control, audit and financial reporting processes;
Assesses and ensures the independence, qualifications and performance of our independent registered public accounting firm, selects the independent registered public accounting firm for the annual audit and approves the independent registered public accounting firm’s services and fees;
Meets with the independent registered public accounting firm, without management present, to consult with it and review the scope of its audit;
Oversees the company’s ethics and compliance program to ensure compliance with applicable laws, corporate policies and the company’s Employee Code of Conduct;
Reviews and discusses with management the company’s annual risk assessment and the enterprise risk management program for identifying, assessing and managing key strategic and operational risks;
Reviews and approves our annual audited financial statements before issuance, subject to the board of directors’ approval;
Reviews and discusses with management the Audit Committee Report and recommends its inclusion in the proxy statement; and
Reviews the performance of the internal audit function.

Financial Experts:

The board of directors has unanimously determined that (i) all audit committee members are financially literate under the NYSE listing standards and (ii) Ms. Henry, Mr. Clark, Mr. Cordani and Mr. Sprunk qualify as “audit committee financial experts” within the meaning of SEC regulations and have accounting or related financial management expertise as required by the NYSE listing standards. Each member also met the independence standards for audit committee membership under the rules of the SEC during fiscal 2022.

Compensation Committee  
Members:
David M. Cordani (Chair)
C. Kim Goodwin
Elizabeth C. Lempres
Maria A. Sastre
Jorge A. Uribe
Number of meetings in fiscal 2022: Four

Functions:

Reviews compensation policies for executive officers and employees to ensure they align with our compensation philosophy and provide appropriate motivation for company performance and increased shareholder value;
Reviews our culture, talent management and diversity, equity and inclusion policies and practices to ensure that they are appropriately designed to engage and inspire our teams;
   
36 General Mills Inc.

Table of Contents

Corporate Governance

Conducts performance reviews of the Chief Executive Officer;
Recommends compensation and equity awards for the Chief Executive Officer and approves them for other executive officers;
Recommends the compensation and equity awards for the independent directors;
Reviews and discusses with management an annual risk assessment of the compensation policies for executive officers and employees; and
Reviews and discusses with management the Compensation Committee Report and recommends its inclusion in the proxy statement.

Each member met the independence standards for compensation committee membership under the listing standards of the NYSE during fiscal 2022.

Corporate Governance Committee  
Members:
Maria A. Sastre (Chair)
C. Kim Goodwin
Jo Ann Jenkins
Diane L. Neal
Number of meetings in fiscal 2022: Four

Functions:

Monitors and recommends changes in the organization and procedures of the board, including committee appointments and corporate governance policies;
Develops policy on composition, participation and size of the board as well as tenure and retirement of directors;
Recommends candidates for election to the board and evaluates continuing service of incumbent directors;
Oversees the annual board self-evaluation process; and
Reviews and approves transactions between General Mills and related persons.
   
Finance Committee  
Members:
R. Kerry Clark (Chair)
Maria G. Henry
Steve Odland
Number of meetings in fiscal 2022: Four

Functions:

Reviews financial policies and objectives, including capital allocation and dividend policy;
Reviews changes in our capital structure, including debt issuances, common stock sales, share repurchases and stock splits;
Reviews significant capital investments, acquisitions and divestitures;
Reviews the annual business plan and related financing implications; and
Reviews financial risk management strategies, including the use of derivatives.
Public Responsibility Committee  
Members:
Eric D. Sprunk (Chair)
Jo Ann Jenkins
Diane L. Neal
Steve Odland
Jorge A. Uribe
Number of meetings in fiscal 2022: Three
   
Notice of 2022 Annual Meeting of Shareholders 37

Table of Contents

Corporate Governance

Functions:

Reviews policies and procedures related to food and human safety;
Oversees public policy issues affecting General Mills, including nutrition, marketing and advertising;
Monitors our corporate social responsibility, sustainability, environmental and climate strategies, plans and objectives;
Evaluates our relationships with external constituencies and stakeholders, and oversees the reputation and standing of our corporate brand;
Reviews our policies governing political contributions and our record of contributions; and
Monitors our charitable giving and volunteer work.

Director Attendance

Directors are expected to attend all board and committee meetings, as well as the annual meetings of shareholders, absent exigent circumstances. All of our directors in office at the time attended the 2021 Annual Meeting of Shareholders. During fiscal 2022, the board of directors met 6 times and various committees of the board met a total of 22 times. All directors attended at least 75% of the aggregate total meetings of the board and board committees on which they served during fiscal 2022.

38 General Mills Inc.

Table of Contents

Corporate Governance

Annual Board and Committee Evaluation Process

The board recognizes that a robust and constructive evaluation process is an essential part of good corporate governance and board effectiveness. The evaluation processes utilized by the board are designed to assess board and committee effectiveness as well as individual director performance and contribution levels. The corporate governance committee considers the results of the annual evaluations in connection with its review of director nominees to ensure the board continues to operate effectively. The evaluation results are also used to provide feedback to individual directors. In keeping with our robust evaluation process, in fiscal 2022, in addition to written board and committee evaluations, the board utilized the services of a third-party corporate governance expert to conduct individual director interviews. These interviews yielded valuable information for the Chairman, Independent Lead Director and corporate governance committee to consider during the board evaluation process and on a go-forward basis to enhance board effectiveness.

  Performed By Frequency Process   Results
  All Directors Annual Board Questionnaire: Board members complete written board self-evaluations which: (a) provide for quantitative ratings of key board priorities and the operation of the board and (b) seek subjective feedback on areas for improvement.  

  The Chairman, Independent Lead Director and corporate governance committee chair review and discuss the results.

  The Governance Chair, Board Chair and Independent Lead Director reviews a summary of the results with the full board, and enhancements are implemented as appropriate.

  For third-party reviews, the Chairman, Independent Lead Director and corporate governance committee chair review and discuss the results with the independent consultant to identify feedback to the board on how it can enhance its effectiveness.

  The corporate governance committee reviews any concerns or issues regarding individual director performance and takes appropriate action as necessary.

  Senior Management Annual Management Survey: Management Members of senior management who regularly interact with the board and/or its committees complete a written survey to provide input and perspective on the operation of the board.  
  All Directors Annual (except if independent consultant is used) Board Interviews: The Independent Lead Director interviews each board member to elicit additional in-depth feedback on board and individual director performance that is not always available through the written evaluations.  
  All Directors Every 3-4 years Consultant interviews: A third-party governance expert conducts in-depth interviews with each director. The use of a third-party facilitator provides an outside perspective on board culture and individual director performance.      
         
  Performed By Frequency Process   Results
  All Members of Each Committee Annual Committee members complete committee self-evaluations which: (a) provide for quantitative ratings of each board committee and (b) seek subjective feedback on areas for committee improvement.      

  The Chairman, Independent Lead Director and corporate governance committee chair review and discuss the results and take appropriate action if necessary.

  Each committee discusses the results and enhancements are implemented as appropriate.

  The committee chairs present the results to the full board for its consideration and discussion.

   
   
   
   
   
   
   
   
   
   
   
   
Notice of 2022 Annual Meeting of Shareholders 39

Table of Contents

Corporate Governance

Board Independence and Related Person Transactions

Director Independence Determination

The cornerstone of our corporate governance program is an independent and qualified board of directors. The board has established guidelines consistent with the current listing standards of the NYSE for determining director independence. You can find these guidelines in our corporate governance principles, which are posted on our website at www.generalmills.com in the Investors section.

Director affiliations are regularly reviewed to ensure there are no relationships that might impair a director’s independence. Transactions reviewed but deemed not to impair independence include: premiums for pharmacy benefit management services and related products paid by the company to Express Scripts, a subsidiary of Cigna Corporation, and company debt securities held by Cigna Corporation, where Mr. Cordani serves as Chairman and Chief Executive Officer. The board determined that these transactions were conducted in the ordinary course of our business, were not required to be disclosed under NYSE listing standards, and given the nature and amount of payments involved, did not create a material relationship that would impair either director’s independence.

Based on this review, the board has affirmatively determined that all non-employee directors are independent under our guidelines and as defined by NYSE listing standards.

Related Person Transaction Policy and Process

Our board of directors has adopted a written policy for reviewing and approving transactions between the company and its related persons, including directors, director nominees, executive officers, 5% shareholders and their immediate family members or affiliates. The policy applies to all financial transactions, arrangements or relationships in which:

The company, or one of its affiliates, is a participant; and
   
A related person could have a direct or indirect material interest.

The policy does not apply to certain compensation payments that have been approved by the compensation committee or disclosed in the Proxy Statement, transactions that are available to all other shareholders or employees on the same terms or transactions with an entity where the related person’s interest is only as a director or a less than 10% owner.

The board has delegated to our corporate governance committee the authority to review related person transactions. The corporate governance committee will only approve those transactions that are determined to be consistent with the best interests of the company and its shareholders, and that comply with applicable policies, codes of conduct and legal restrictions.

Codes of Conduct for Directors and Employees

We have adopted a code of conduct applicable to all employees, including our principal executive officer, principal financial officer and principal accounting officer, and a code of conduct applicable to our directors. The codes of conduct promote a company culture based on ethical behavior, integrity and responsibility. They are available on our website at www.generalmills.com in the Responsibility section under “Ethics and Integrity” and the Investor section under “Corporate Governance.”

The audit committee of the board of directors has established procedures for employees, shareholders, vendors and others to communicate concerns about our ethical conduct or business practices, including accounting, internal controls or financial reporting issues, to the audit committee, which has responsibility for these matters.

Shareholder Director Nominations

The corporate governance committee is responsible for recommending candidates for election to our board of directors. For more information on overall board-composition guidelines and selection criteria for individual directors, see Proposal Number 1 – Election of Directors beginning on page 16.

40 General Mills Inc.

Table of Contents

Corporate Governance

Shareholder Recommendations

The corporate governance committee will consider and evaluate shareholder-recommended candidates by applying the same criteria used to evaluate director-recommended candidates. If the corporate governance committee decides the candidate is suitable for board membership, the corporate governance committee will make a recommendation to the board of directors for its approval to include the candidate in the slate of directors nominated for election by shareholders in the Proxy Statement. During fiscal 2022, we received no director recommendations from our shareholders.

Shareholders who wish to suggest a candidate for our board of directors may submit a written recommendation to the Board of Directors, c/o Corporate Secretary, General Mills, Inc., P.O. Box 1113, Minneapolis, Minnesota 55440, along with the shareholder’s name, address and the number of General Mills shares beneficially owned; the name of the candidate being recommended and the number of General Mills shares beneficially owned by the candidate; the candidate’s biographical information describing experience and qualifications; a description of all agreements, arrangements or understandings between the shareholder and candidate being recommended; and the candidate’s consent to serve as a director, if elected. The corporate governance committee may request that the shareholder provide certain additional information. For the board to consider a candidate for nomination at the 2023 Annual Meeting, shareholders must submit the required information to the Corporate Secretary by the close of business on April 10, 2023.

Shareholder Nominations – Advance Notice

Under our by-laws, shareholders may also nominate a candidate for election at an annual meeting of shareholders. Our annual meeting typically will be held on the third or fourth Tuesday in September. Shareholders who intend to present a nomination at our 2023 Annual Meeting are required to notify the Corporate Secretary in writing and provide the information described in our by-laws no earlier than the close of business on May 30, 2023, and no later than the close of business on June 29, 2023. Director nominees submitted through this process will be eligible for election at the 2023 Annual Meeting, but will not be included in proxy materials sent to shareholders prior to the meeting.

To comply with the universal proxy rules, no later than July 31, 2023, shareholders who intend to solicit proxies in support of nominees other than the company’s nominees must provide notice that sets forth the information about the shareholder nominees as required by Rule 14a-19 under the Securities Exchange Act of 1934.

Shareholder Nominations – Proxy Access

Under our by-laws, a shareholder, or a group of up to 20 shareholders, that has continuously owned for three years at least 3% of our outstanding common stock, generally may nominate and include in our proxy materials up to the greater of two directors or 20% of the number of directors in office as of the deadline for proxy access nominations. Shareholder(s) and nominee(s) must satisfy the requirements specified in the by-laws. For eligible shareholders to include in our proxy materials nominees for the 2023 Annual Meeting, proxy access nomination notices must be received by the Corporate Secretary no earlier than the close of business on March 10, 2023 and no later than the close of business on April 10, 2023. The notice must contain the information required by the by-laws. Our by-laws may be found on our website located at www.generalmills.com in the “Investors” section under “Corporate Governance.”

Communications with the Board

The board of directors welcomes comments and questions. Interested parties may directly contact any of our directors, any committee of the board, the board’s independent directors as a group, the Independent Lead Director or the board generally, by writing to them at General Mills, Inc., P.O. Box 1113, Minneapolis, Minnesota 55440 or via e-mail at [email protected]. The board of directors has instructed the Corporate Secretary to distribute communications to the director or directors, after ascertaining whether the communications are appropriate to duties and responsibilities of the board. The board has requested that the Corporate Secretary not forward the following types of communications: general surveys and mailings to solicit business or advertise products; job applications or resumes; product inquiries or complaints; new product suggestions; or any material that is threatening, illegal or that does not relate to the responsibilities of the board.

Notice of 2022 Annual Meeting of Shareholders 41

Table of Contents

Director Compensation

We structure director compensation to attract and retain qualified independent directors and to further align the interests of directors with the interests of shareholders. The compensation committee annually reviews surveys of independent director compensation trends and a competitive analysis of peer company practices prepared by the independent compensation consultant. The committee makes recommendations to the board of directors on compensation for our independent directors, including their retainers and annual equity awards. Each component of director compensation is described in this section.

Elements of Compensation

In fiscal 2022, independent directors each received an annual retainer of $90,000, an increase of $15,000 from fiscal 2021. The Independent Lead Director received an additional $30,000. The chair of the audit committee and the chair of the compensation committee received an additional $25,000, an increase of $5,000 from fiscal 2021, chairs of the other committees received an additional $20,000, an increase of $5,000 from fiscal 2021, and other audit committee members received an additional $5,000. Following a review of director compensation levels in our compensation peer group led by FW Cook, the compensation committee’s independent compensation consultant, the board approved the fiscal 2022 retainer increases to keep our independent director compensation market competitive. This was the first increase in non-employee director pay since fiscal 2016. We do not pay any additional fees for attending or chairing a meeting. We pay annual retainers in quarterly installments. Directors can elect to have their retainers paid in cash or common stock.

Each independent director receives approximately $180,000 in restricted stock units (“RSUs”) upon attending his or her first board meeting and upon each reelection. The number of RSUs is determined based on the closing price of our common stock on the NYSE on the date of the grant. The RSUs generally vest at the next annual meeting of shareholders. Directors who leave the board prior to vesting forfeit their RSUs. In the event an active director dies, his or her RSUs fully vest. RSUs earn amounts equivalent to the regular dividend payments on our common stock. Dividend equivalents will be paid only to the extent the underlying RSUs vest.

F22 NON-EMPLOYEE DIRECTOR COMPENSATION             F22 ADDITIONAL ANNUAL CASH RETAINERS            
      Independent Lead Director               $30,000
               
       Committees   Chair       Member
    Audit   $25,000   $5,000
      Compensation   $25,000    
      Corporate Governance   $20,000    
      Finance   $20,000    
      Public Responsibility   $20,000    

Deferred Compensation

Independent directors may defer their annual retainers and RSUs.
Deferred cash accounts earn a monthly rate of return that tracks the investment return achieved under their selected investment funds, most of which are offered to participants in our 401(k) Plan. One of these funds tracks the return on our common stock, which further aligns directors’ interests with those of our shareholders. The value of deferred retainers paid in shares of our common stock and deferred restricted stock units also tracks our common stock performance.
Earnings credited are not above-market or preferential.
   
42 General Mills Inc.

Table of Contents

Director Compensation

Director Compensation for Fiscal 2022

The fiscal 2022 compensation of our independent directors is shown in the following table.

Name       Fees Earned
or Paid in Cash(1)
($)
      Stock
Awards(2)
($)
      Total
($)
R. Kerry Clark   110,000   180,007   290,007
David M Cordani   115,000   180,007   295,007
Roger W. Ferguson, Jr(3)   22,500     22,500
Maria Henry   110,000   180,007   290,007
Jo Ann Jenkins   86,250   180,007   266,257
Elizabeth Lempres   91,250   180,007   271,257
Diane Neal   86,250   180,007   266,257
Steve Odland   116,250   180,007   296,257
Maria Sastre   101,250   180,007   281,257
Eric D. Sprunk   110,000   180,007   290,007
Jorge Uribe   86,250   180,007   266,257
(1) Includes the annual retainer for each director and additional fees for directors who serve as the Independent Lead Director, chair a committee or who serve on the audit committee. Retainers were paid in cash, except Mr. Cordani, Ms. Henry and Mr. Uribe who each received their entire retainer in common stock (1,781, 1,704 and 1,335 shares respectively). Shares issued in lieu of a cash retainer were valued at the closing sales price of our common stock on the NYSE on the quarterly retainer payment dates.
(2) Includes the grant date fair value for 3,034 RSUs granted to each director upon reelection in fiscal 2022, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718). The grant date fair value is based on $59.33 per share, the closing price of our common stock on the NYSE on the grant date, September 28, 2021.
  At fiscal year-end, each independent director had 3,034 unvested RSUs.
(3) Mr. Ferguson served on the board until September 28, 2021, but did not stand for re-election at the company’s 2021 Annual meeting of Shareholders.

 

Notice of 2022 Annual Meeting of Shareholders 43

Table of Contents

PROPOSAL NUMBER 2:

Approval of the 2022 Stock Compensation Plan

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE GENERAL MILLS, INC. 2022 STOCK COMPENSATION PLAN.      

Overview

Shareholders are asked to vote to approve the General Mills, Inc. 2022 Stock Compensation Plan (the “2022 Plan”).

The 2022 Plan is part of a compensation program that:

   Attracts and retains (a) management talent capable of achieving superior business results, and (b) qualified individuals to serve on the company’s board; and

   Aligns the interests of company managers and non-employee directors with those of shareholders by linking a portion of their compensation directly to increases in shareholder value.

The 2022 Plan will replace the General Mills, Inc. 2017 Stock Compensation Plan (the “2017 Plan”), which was approved by shareholders at the annual meeting held on September 26, 2017. If shareholders approve the 2022 Plan, it will become effective on September 27, 2022 (the “Effective Date”). Assuming approval of the 2022 Plan, as of the Effective Date, and subject to changes in capitalization as well as the 2022 Plan’s share counting rules, a total of 35,000,000 shares of company common stock (“Common Stock”) (or about 5.9% of our outstanding shares as of July 29, 2022) will be available for awards to be granted under the 2022 Plan. 18,043,828 shares that were available for awards to be granted under the 2017 Plan as of July 29, 2022 will be forfeited for future issuance and no further awards will be granted under the 2017 Plan after the Effective Date.

Awards granted between July 29, 2022 and the Effective Date are expected to be minimal. However, for the avoidance of doubt, if shareholders approve the 2022 Plan, grants made from the 2017 Plan between July 29, 2022 and the Effective date will be deducted from the 2022 Plan, less one share that was subject to a stock option or stock appreciation right (SAR) and less one share for every one share that was subject to an award other than a stock option or SAR (a “Full Value Award”) granted under the 2017 Plan. If the 2022 Plan is not approved by shareholders, awards granted will be deducted from the 2017 Plan per the 2017 Plan’s share counting rules.

The company has long had an ownership culture in which its officers and non-employee directors are required to build and hold significant amounts of General Mills stock over the course of their careers, thereby aligning their interests with shareholders. Minimum ownership requirements are ten times annual salary for our CEO, five times annual salary for members of the CEO’s senior leadership team and three times annual salary for other corporate officers. Actual stock ownership by senior officers is typically much higher than these ownership requirements. Additionally, we require that non-employee directors keep all of the shares they receive as compensation until they own shares equal in market value to at least five-times their annual retainer, excluding any fees for serving as Independent Lead Director, chairing a committee, or serving on the audit committee.

       
   
44 General Mills Inc.

Table of Contents

Proposal Number 2: Approval of the 2022 Stock Compensation Plan

As part of our Compensation Committee’s recommendation to the Board to approve the 2022 Plan, the Compensation Committee considered advice from its independent compensation consultant, FW Cook. Our equity compensation program aligns the interests of our management-level employees, officers and directors with those of our shareholders. In furtherance of this objective, our Compensation Committee considers two key metrics when approving equity grants: “historical run rate” and “overhang.”

Historical Run Rate. Our historical run rate is equal to the number of shares subject to equity awards granted during a period, assuming the target payout for performance shares, in proportion to our outstanding shares. Our run rate at the end of each of the last three fiscal years was 0.6% for fiscal 2022, 0.5% for fiscal 2021, and 0.7% for fiscal 2020. Our three-year average run rate for fiscal years 2020 through 2022 was 0.6%.
Fully Diluted Overhang. Our fully diluted overhang is the number of shares subject to equity awards outstanding as of July 29, 2022 plus the number of shares available for future grants in proportion to shares subject to equity awards outstanding as of July 29, 2022 plus the number of shares available for future grants plus our shares outstanding as of July 29, 2022. If the 2022 Plan is approved, our approximate fully diluted overhang as of July 29, 2022 would increase to 8.5% and then will decline over time.

The following table shows certain information about all outstanding equity awards from previously approved stock plans as of July 29, 2022:

Number of shares that were authorized for future grant under previously approved stock plans(1)       18,043,828
     
Number of Full Value awards outstanding   4,921,186
     
Number of stock options or SARs outstanding   15,152,648
     
Weighted average remaining term of outstanding options/SARs   5.74 years
     
Weighted average exercise price of outstanding options/SARs   $56.89
(1) The only equity plan under which we can grant equity awards is the 2017 Plan. Stock options and SARs awarded reduced the number of shares available for awards by one share for every one share granted. Full Value Awards reduced the number of shares available for awards by one share for every one share delivered, up to 33 percent of the total number of shares available; beyond that, Full Value Awards reduced the number of shares available for awards by six shares for every one share delivered. No further awards will be granted under the 2017 Plan after the Effective Date. The share reserve under the 2022 Plan will be reduced by one share for every one share that was subject to a stock option or SAR granted under the 2017 Plan after July 29, 2022, and prior to the Effective Date, and less one share for every one share that was subject to a Full Value Award granted under the 2017 Plan after July 29, 2022, and prior to the Effective Date.

 

Notice of 2022 Annual Meeting of Shareholders 45

Table of Contents

Proposal Number 2: Approval of the 2022 Stock Compensation Plan

Best Practices

The 2022 Plan reflects best practices in equity compensation and corporate governance. Highlights from the 2022 Plan are as follows:

If approved, the 2022 Plan will provide a share reserve of 35,000,000 (or about 5.9% of our outstanding shares as of July 29, 2022) to be made available for grants of awards. The company expects the shares requested under the 2022 Plan to fund stock grants for at least the next 5 years. The actual amount of time will vary depending on a number of factors, including changes in employee headcount, equity award type mix, future forfeitures and cancellations, future acquisitions, and the company’s stock price. The number of shares requested reflects the company’s intent to maintain its judicious use of equity compensation share usage throughout the term of the 2022 Plan.
The 2022 Plan limits the issuance of Full Value awards (i.e., Performance Share Units, Performance Units, Restricted Stock, Restricted Stock Units and Unrestricted Stock settled in shares of Common Stock) to 50% of the requested pool of shares. Any Full Value award above this limit decreases the number of authorized shares by 5 shares for each share granted.
The 2022 Plan provides for performance awards. The Compensation Committee may issue performance awards that vest upon the accomplishment of performance goals over one year or multiple years. Applicable performance goals and performance periods will be established by the Compensation Committee. Performance awards may be denominated in shares of Common Stock or notionally represented by a monetary value.
Upon a change of control of the company, there is no automatic acceleration of equity awards (no “single trigger”). The 2022 Plan provides for double trigger change of control vesting. The change of control must have been consummated, and the employee participant must have been involuntarily terminated other than for cause, death or disability, or must have voluntarily terminated with good reason within two years of the change of control. For non-employee director participants, a change of control must have been consummated, and the non-employee director participant must have resigned at the company or shareholders’ request or otherwise been replaced, removed, or dismissed from the board.
Awards issued to officers of the company under the 2022 Plan are subject to the company’s clawback policy. If the company must restate its financial results, and an officer’s actions or omissions are a significant contributing factor to the cause of the restatement, then the compensation committee may use its discretion to adjust the officer’s future compensation, cancel outstanding awards or require repayment of gains realized during a period when inaccurate financial results were publicly reported without correction.
The 2022 Plan incorporates a broad range of other compensation and governance practices to protect shareholders’ interests, such as no discounted options or SARs; prohibition on repricing without shareholder approval; no cash buyouts of stock options or SARs with exercise prices below fair market value; no reload options or loans to pay for awards; dividends or dividend equivalents on restricted stock and restricted stock units (including Performance Share Units, but excluding Performance Units) are payable only at vesting of the underlying awards; no dividend or dividend equivalent rights on options or SARs; no transfer of awards for consideration to third parties; and restrictive share counting provisions that prohibit “liberal share recycling”.

 

46 General Mills Inc.

Table of Contents

Proposal Number 2: Approval of the 2022 Stock Compensation Plan

Summary of Material Features of the 2022 Plan

The summary of the material features of the 2022 Plan that follows is subject to the full text of the 2022 Plan that is contained in Appendix B to this Proxy Statement.

Plan Term:       September 27, 2022 through September 30, 2032, or such earlier date as determined by the board or the Compensation Committee (the “Committee”), whichever occurs first.
Eligible Participants:   Only employees of General Mills and its subsidiaries and affiliates (“Employee Participants”) and non-employee directors of General Mills (“Non-Employee Director Participants”) are eligible to receive awards under the 2022 Plan. The Committee determines which employees are eligible to participate. The primary recipients of awards under the 2022 Plan will be our non-employee directors, officers, other key employees and managers. As of May 29, 2022, there were 10 non-employee directors and approximately 32,500 full and part-time employees of General Mills and its subsidiaries, of which approximately 1,900 were officers, other key employees, and managers.
Shares Authorized:   Assuming approval of the 2022 Plan, as of the Effective Date, and subject to changes in capitalization as well as the 2022 Plan’s share counting rules, a total of 35,000,000 shares of Common Stock will be available for awards granted under the 2022 Plan, less one share for every one share that was subject to a stock option or SAR granted under the 2017 Plan after July 29, 2022 and prior to the Effective Date, and less one share for every one share that was subject to a Full Value Award granted under the 2017 Plan after July 29, 2022 and prior to the Effective Date.
Recent Market Value per
Share:
  $74.79 closing sales price on the New York Stock Exchange on July 29, 2022.
Award Types:  

Stock Options. The Committee may award Employee Participants stock options (“Stock Options”) to purchase a fixed number of shares of Common Stock. The grant of a Stock Option entitles the Employee Participant to purchase shares of Common Stock at an “Exercise Price” established by the Committee which shall not be less than 100% of the Fair Market Value of the Common Stock on the date of grant (other than in the case of substitute awards), and may exceed the Fair Market Value on the grant date, at the Committee’s discretion. “Fair Market Value” shall equal the closing price on the New York Stock Exchange of the Common Stock on the applicable date.

Stock Appreciation Rights. The Committee may award Employee Participants stock appreciation rights or SARs. A SAR is a right to receive, upon exercise of that right, an amount, which may be paid in cash, shares of Common Stock, or a combination thereof in the complete discretion of the Committee, equal to or less than the difference between the Fair Market Value of one share of Common Stock as of the date of exercise and the Fair Market Value of one share of Common Stock on the date of grant.

Restricted Stock and Restricted Stock Units. The Committee may grant Employee Participants and Non-Employee Director Participants, subject to certain restrictions, shares of Common Stock (“Restricted Stock”) or the right to receive shares of Common Stock or a monetary amount, which could be settled in such shares or in cash or a combination thereof (“Restricted Stock Units”).

Performance Share Units and Performance Units. The Committee may grant to Employee Participants a right to receive either a number of shares of Common Stock (“Performance Share Units”) or a monetary amount, which could be settled in such shares or in cash or a combination thereof (“Performance Units”), determined based on the extent to which applicable performance goals are achieved.

Unrestricted Stock. Non-Employee Director Participants may affirmatively elect to receive all or a specified percentage of any cash retainer or fees received in shares of Common Stock (“Unrestricted Stock”).

Subject to the 2022 Plan limits, the Committee has the discretionary authority to determine the size of an award, if it will be tied to meeting performance-based requirements and if any performance awards, SARs or Restricted Stock Units will be settled in Common Stock or cash.

 

Notice of 2022 Annual Meeting of Shareholders 47

Table of Contents

Proposal Number 2: Approval of the 2022 Stock Compensation Plan

Award Limits:      

Full Value Awards (Performance Share Units, Performance Units, Restricted Stock and Restricted Stock Units settled in shares of Common Stock) are limited to 50% of the total number of shares available, subject to the share counting provisions below.

Awards in excess of 2 million shares or units in the aggregate may not be issued to any single Employee Participant per fiscal year.

The total value of awards payable in cash to any single Employee Participant for a fiscal year may not exceed $20 million.

The fair market value of all compensation granted to any Non-Employee Director Participant for board service rendered during any board year (the period from one annual shareholders’ meeting to the next) may not exceed $800,000. This limit does not apply to any non-employee director who is designated as chair of the board who is subject to a higher limit.

Share Counting:  

Shares subject to Stock Options and SARs will reduce the shares available for awards by one share for every one share granted.

Full Value Awards (Performance Share Units, Performance Units, Restricted Stock, Restricted Stock Units and Unrestricted Stock settled in shares of Common Stock) reduce the shares available for awards by one share for every one share awarded, up to 50% of the total number of shares available; beyond that, they reduce the number of shares available for awards by 5 shares for every one share awarded.

Common Stock covered by an award granted under the 2022 Plan (or, after the Effective Date, an award previously granted under the 2017 Plan) which is forfeited, or which expires or otherwise terminates without being exercised, or settled, or is settled in cash (in whole or in part) or otherwise does not result in the issuance of all or a portion of the Common Stock subject to such Award (or award under the 2017 Plan, as applicable), will be deemed not to be granted (or, with respect to 2017 Plan awards, as applicable, will be added) for purposes of determining the maximum number of shares of Common Stock available for Awards under the 2022 Plan.

If (i) any Stock Option or SAR (or, after the Effective Date, any stock option or SAR previously granted under the 2017 Plan) is exercised through the delivery of Common Stock in satisfaction of the exercise price, (ii) withholding tax requirements arising upon exercise of any Stock Option or SAR (or, after the Effective Date, any stock option or SAR previously granted under the 2017 Plan) are satisfied through the withholding of Common Stock otherwise deliverable in connection with such exercise, or (iii) any shares of Common Stock are repurchased with proceeds received from the exercise of a Stock Option (or, after the Effective Date, a stock option previously granted under the 2017 Plan), the full number of shares of Common Stock underlying any such Stock Option or SAR (or, after the Effective Date, any stock option or SAR previously granted under the 2017 Plan), or portion thereof being so issued, will count against the maximum number of shares available for grants under the 2022 Plan and not be available for reissuance under the 2022 Plan. Additionally, if withholding tax requirements are satisfied through the withholding of Common Stock otherwise deliverable in connection with the vesting of any award under the 2022 Plan (or, after the Effective Date, any award previously granted under the 2017 Plan) any shares so withheld will count against the maximum number of shares available for grants under the 2022 Plan and not be available for reissuance under the 2022 Plan.

Upon forfeiture, termination, or expiration of any awards (or, after the Effective Date, any awards previously granted under the 2017 Plan) prior to the vesting or earning/ settlement date, the shares of Common Stock subject to such awards will again be available for awards under the 2022 Plan pursuant to the prior paragraph and added back to the maximum number of shares of Common Stock available for awards under the 2022 Plan in the same multiple as they were awarded pursuant to the 2022 Plan’s share counting provisions (or the same multiple as they were awarded pursuant to the 2017 Plan, as applicable).

 

48 General Mills Inc.

Table of Contents

Proposal Number 2: Approval of the 2022 Stock Compensation Plan

Exercise of Stock Options
and Stock Appreciation
Rights:
      The exercise price of Stock Options and Stock Appreciation Rights granted under the 2022 Plan may not be less than the Fair Market Value of our Common Stock on the date of grant (other than in the case of substitute awards), and the term may not be longer than 10 years and one month.
Vesting:  

As determined by the Board for the CEO and Committee for officers, but generally for Employee Participants, not less than three years for Stock Options, Stock Appreciation Rights, Restricted Stock and Restricted Stock Units to fully vest.

Determined by the board for Non-Employee Directors, but subject to a minimum vesting period of at least one board service year.

Up to 5% of authorized shares may be granted with full vesting periods shorter than three years for Employee Participants, and one year for Non-Employee Director Participants. For the avoidance of doubt, the prior sentence does not limit the Committee’s discretion to provide for accelerated exercisability or vesting of an award, including, but not limited to, in cases of death, disability, retirement or a change of control.

Performance awards vest upon the accomplishment of performance goals over one year or multiple years. Applicable performance goals and performance periods will be established by the Committee. The Committee may adjust the value of awards based on performance criteria or as it otherwise determines in its discretion to be appropriate. It may also require forfeiture of all or part of the performance award in the event that additional conditions are not met, for example, if the employee award is terminated prior to the expiration of any service conditions.

Dividends and Dividend
Equivalents:
  At the discretion of the Committee, Restricted Stock and Restricted Stock Units (including Performance Share Units, but excluding Performance Units) may be credited with amounts equal to the sum of all dividends and other distributions paid by the company during the prior quarter on that equivalent number of shares of Common Stock. Notwithstanding the previous sentence, any dividends, dividend equivalents or other distributions so credited will be distributed (in either cash or shares of Common Stock, with or without interest or other earnings, as provided in the award agreement at the discretion of the Committee) to the Participant only if, when, and to the extent the conditions imposed on the underlying award are satisfied, and in an amount equal to the sum of all quarterly dividends and other distributions paid by the Company during the applicable restricted period on the equivalent number of shares of Common Stock which become unrestricted.
Adjustments:   In the event of certain corporate transactions, including a special dividend, recapitalization, stock split, reverse stock split, combination of shares, reorganization, merger, consolidation, spin-off, repurchase or exchange of our common stock or similar event affecting our Common Stock, the number and kind of shares granted under the 2022 Plan will be adjusted appropriately.
Transferability:   Stock Options and SARs granted under the 2022 Plan are transferable only by the Employee Participant’s last will and testament, or by the applicable laws of descent and distribution. Restricted Stock, Restricted Stock Units and performance awards may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of until the applicable restrictions lapse. Any permitted transfer will be without consideration.
Change of Control:  

Vesting of Employee Participant outstanding awards accelerates upon the consummation of a change of control and one of the following double trigger vesting requirements: (1) involuntary termination other than for cause within 24 months of the change of control, (2) voluntary termination for good reason within 24 months of the change of control for certain senior executives, or (3) there is no adequate replacement award and/or the awards are not assumed. In addition, Committee may cancel and settle Stock Options and SARs for cash.

Vesting of Non-Employee Director Participant outstanding awards accelerates upon the consummation of a change of control and one of the following double-trigger vesting requirements: (1) the Non-Employee Director Participant, at the request of the company or its shareholders following a change of control, resigns or is otherwise replaced, removed or dismissed from the board, or (2) there is no adequate replacement award and/or the awards are not assumed.

   
Notice of 2022 Annual Meeting of Shareholders 49

Table of Contents

Proposal Number 2: Approval of the 2022 Stock Compensation Plan

Administration:       The 2022 Plan will be administered by the Committee. The Committee may interpret the 2022 Plan and establish, amend and rescind any rules relating to the 2022 Plan. The Committee may delegate all or part of its responsibilities.
Amendments:   Subject to approval of the board, where required, the Committee may terminate, amend or suspend the 2022 Plan, provided that no action may be taken by the Committee or the board (except those described earlier in the Adjustments section) without the approval of the shareholders to: (1) increase the number of shares that may be issued; (2) permit granting of Stock Options or SARs having an exercise price less than Fair Market Value; (3) permit the repricing of outstanding Stock Options or SARs; or (4) amend individual limits on awards.

U.S. Federal Income Tax Consequences

The following is a summary of certain U.S. federal income tax consequences arising from and relating to participation in the 2022 Plan. This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential tax consequences that may apply with respect to participation in the 2022 Plan.

Stock Options and Stock Appreciation Rights. Generally, no federal income tax is payable by a participant upon the grant of a Stock Option or Stock Appreciation Right and we are not entitled to claim a tax deduction upon the grant. Under current tax laws, if a participant exercises a Stock Option or Stock Appreciation Right he or she will be taxed at ordinary income rates on the difference between the fair market value of the Common Stock on the exercise date and the option price or, in the case of a Stock Appreciation Right, the fair market value of the stock on the date of grant. The company will be entitled to a corresponding deduction at the time the participant recognizes ordinary income, to the extent that the amount of income satisfies the general rules regarding deductibility of compensation, including those in Section 162(m) of the Internal Revenue Code.

Performance Awards, Restricted Stock and Restricted Stock Units. Performance awards and awards of Restricted Stock and Restricted Stock Units under the 2022 Plan generally are not subject to federal income tax when awarded and the company is not entitled to claim a tax deduction at the time of the award. Restricted Stock is generally subject to ordinary income tax at the time the restrictions lapse, unless the participant properly files an election with the Internal Revenue Service to accelerate tax recognition to the date of the award. Performance awards and Restricted Stock Units are generally subject to ordinary income tax at the time of payment. Any dividends received with respect to unvested Restricted Stock, or dividend equivalents received with respect to Restricted Stock Units or performance awards will be taxable as ordinary income at the time of payment. In these cases, the company is entitled to a corresponding deduction at the time the participant recognizes ordinary income, to the extent that the amount of income satisfies the general rules regarding deductibility of compensation, including those in Section 162(m) of the Internal Revenue Code.

Application of Section 16. Special rules may apply in the case of participants subject to Section 16(b) of the Securities Exchange Act of 1934. Unless a special election with the Internal Revenue Service to accelerate tax recognition to the time of exercise is made under the tax laws, shares of stock acquired pursuant to an award may be treated as restricted for a period of up to six months after the date of exercise. Accordingly, the amount of ordinary income recognized, and the amount of the company’s deduction, may be determined based on the fair market value of the stock as of the end of that period.

Taxable ordinary income recognized by a participant upon exercise of a Stock Option or Stock Appreciation Right; lapse of restrictions on Restricted Stock; and payment of Restricted Stock Units, performance awards, or dividends or dividend equivalents will be treated as wages subject to income and employment tax withholding. With respect to stock awards other than Stock Options or Stock Appreciation Rights, employment taxes (e.g., FICA) are generally payable upon lapse of applicable forfeiture restrictions, even if payment of underlying shares occurs at a later date.

The company’s intent is that awards issued under the 2022 Plan either comply with or are exempt from Section 409A of the Internal Revenue Code; however, the company makes no representation that any or all of the awards or payments under the 2022 Plan will be exempt from or comply with Section 409A, and makes no undertaking to preclude Section 409A from applying.

New Plan Benefits

No benefits or amounts have been granted, awarded or received under the 2022 Plan. In addition, the Committee will determine the number and types of awards that will be granted under the 2022 Plan. Therefore, it is not possible to determine the benefits that will be received by the eligible participants if the 2022 Plan is approved by our shareholders.

50 General Mills Inc.

Table of Contents

Proposal Number 2: Approval of the 2022 Stock Compensation Plan

Equity Compensation Plan Information

The following table provides certain information as of May 29, 2022 with respect to our equity compensation plans:

Plan Category      Number of
Securities to
be Issued upon
Exercise of
Outstanding
Options,
Warrants and
Rights
(1)
       Weighted-Average
Exercise Price
of Outstanding
Options, Warrants
and Rights
(2)(a)
       Number of
Securities
Remaining Available
for Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities Reflected
in Column (1))
(3)
 
Equity compensation plans approved by security holders   22,511,469(b)                         $55.39    20,262,734(d)(e) 
Equity compensation plans not approved by security holders   103,215(c)    $     
Total   22,614,684(b)   $55.39    20,262,734 
(a) Only includes the weighted-average exercise price of outstanding options, whose weighted-average term is 5.36 years.
(b) Includes 15,005,497 stock options, 3,656,802 restricted stock units, 1,573,928 performance share units (assuming pay out for target performance) and 2,275,242 restricted stock units that have vested and been deferred.
(c) Includes 103,215 restricted stock units that have vested and been deferred. These awards were made in lieu of salary increases and certain other compensation and benefits. We granted these awards under our 1998 Employee Stock Plan, which provided for the issuance of stock options, restricted stock and restricted stock units to attract and retain employees and to align their interests with those of shareholders. We discontinued the 1998 Employee Stock Plan in September 2003, and no future awards may be granted under that plan.
(d) Includes stock options, restricted stock, restricted stock units, shares of unrestricted stock, stock appreciation rights and performance awards that we may award under our 2017 Stock Compensation Plan, which had 20,662,734 shares available for grant at May 29, 2022. No further awards will be granted under the 2017 Plan after the Effective Date.
(e) The table above shows our outstanding equity awards as of fiscal year end.

No additional shares will be issued under the 2017 Stock Compensation Plan after the 2022 Annual Meeting if the 2022 Plan is approved.

Our common shares outstanding as of July 29, 2022, the record date for the 2022 Annual Meeting, was approximately 595,710,279 shares. The number of common shares outstanding as of the record date reflects reductions as a result of share repurchases from May through July.

Notice of 2022 Annual Meeting of Shareholders 51

Table of Contents

PROPOSAL NUMBER 3:

Advisory Vote on Executive Compensation

       

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RESOLUTION APPROVING, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

      

We provide our shareholders with an annual advisory vote on the compensation of our named executive officers, as required pursuant to Section 14A of the 1934 Exchange Act. At the 2021 Annual Meeting, approximately 95% of the votes cast supported our executive compensation program.

Our compensation committee reviewed the results of the advisory vote and also considered feedback from several of our largest shareholders on our executive compensation program. The compensation committee recognizes that effective practices evolve, and the committee will continue to consider changes as needed to keep our executive compensation program competitive and tightly linked to performance.

Consistent with our shareholders’ preference and prevailing demand, we expect to hold an advisory vote on executive compensation every year. This year, we are asking shareholders to approve the following resolution:

RESOLVED, that the shareholders approve the compensation paid to the company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including in the Compensation Discussion and Analysis section, and the compensation tables and related narrative in the Executive Compensation section, of the Proxy Statement for the 2022 Annual Meeting of Shareholders.

The advisory vote will not be binding on the compensation committee or the board. However, they will carefully consider the outcome of the vote and take into consideration any specific concerns raised by investors when determining future compensation arrangements.

 

52 General Mills Inc.

Table of Contents

Executive Compensation

Compensation Discussion & Analysis

This section provides an overview of our compensation philosophy, the key elements of our executive compensation program and the compensation actions for our named executive officers (“NEOs”) in the context of our company strategy and our fiscal 2022 performance.

Executive Compensation At-A-Glance

Fiscal 2022 Named Executive Officers

Jeffrey L.
Harmening
Chairman and
Chief Executive
Officer
      Jonathon J. Nudi
Group President,
North America Retail
      Kofi A. Bruce
Chief Financial
Officer
      Jaime
Montemayor
Chief Digital
and Technology
Officer
      Richard C.
Allendorf
Former General
Counsel and
Secretary
      John R. Church
Former Chief
Transformation
and Enterprise
Services Officer

Fiscal 2022 Performance Overview

Our fundamental financial goal is to generate top-tier returns for our shareholders over the long-term. We believe achieving that goal requires us to generate a consistent balance of net sales growth, margin expansion, cash conversion and cash return to shareholders over time. Our executive compensation program and the compensation decisions of the compensation committee are closely aligned with the company’s business strategies, priorities and long-term growth objectives. In particular, the annual incentive targets we set at the beginning of the year are based on financial objectives and priorities approved by the board and communicated to investors.

In fiscal 2022, we successfully adapted to the volatile operating environment, responding quickly to significant increases in input cost inflation and supply chain disruptions and keeping our brands available for our customers and consumers. As a result, we were able to grow organic net sales, adjusted operating profit and adjusted diluted EPS ahead of our targets set at the beginning of the fiscal year. Looking back at the year, we accomplished what we set out to do at the beginning: competing effectively everywhere we play, navigating a dynamic supply chain environment and executing our portfolio and organizational reshaping actions without disrupting our base business. Our consistent focus on these priorities shaped our decisions throughout the year and was instrumental in driving our strong financial performance. Consequently, our full-year results exceeded our initial annual targets for organic net sales growth, constant-currency growth in adjusted operating profit and free cash flow conversion. Our fiscal 2022 performance and resulting incentive payouts reflect strong execution against our business plans and the resilience of our teams to maintain a high standard of service in a challenging environment.

Notice of 2022 Annual Meeting of Shareholders 53

Table of Contents

Executive Compensation

Financial Highlights that Align with Our Pay for Performance

Delivering on our Key Priorities

In fiscal 2022, we successfully adapted to the volatile operating environment, responding quickly to significant increases in input cost inflation and supply chain disruptions and keeping our brands available for our customers and consumers. As a result, we were able to grow organic net sales, adjusted operating profit, free cash flow and adjusted diluted EPS. We achieved each of the three priorities we established at the beginning of the year:

 

We continued to compete effectively, everywhere we play, including holding or growing market share in 70% of our global priority businesses. We generated organic net sales growth across each of our four operating segments, fueled by compelling brand building and innovation across our leading brands, and supported with strong levels of net price realization in response to significant input cost inflation.

 

We successfully navigated the dynamic supply chain environment, which was characterized by steadily increasing input cost inflation, reaching 8% for the full year, and record levels of supply chain disruptions affecting our sourcing, manufacturing and logistics operations. We leveraged our SRM capability to accelerate pricing actions in the face of increasing inflation, generating 7 points of positive organic net price realization and mix for the year. And we moved quickly to address supply chain disruptions and outpace our competition in terms of on-shelf availability for our brands.

 

We executed our portfolio and organizational reshaping actions without disrupting our base business. We announced or closed seven different acquisitions and divestitures during the year, including the acquisition of Tyson Foods’ pet treat business and the divestitures of our European Yoplait operations and Helper and Suddenly Salad businesses, helping further upgrade the growth profile of our portfolio. And we successfully implemented significant changes to our organizational structure, including streamlining our North America Retail operating unit structure, realigning our North America Foodservice segment and shifting our U.S. convenience stores business into North America Retail, creating a new International segment and adjusting our go-to-market model across many global markets, and establishing a new Strategy & Growth organization tasked with advancing many aspects of our Accelerate strategy.

     

Exceeding our
Financial Targets

Net sales
increased 5% to

$19.0 billion

and organic net sales increased 6% compared to year-ago levels*.

Operating profit
increased 11% to

$3.5 billion

and adjusted operating profit of $3.2 billion increased 2% on a constant-currency basis*.

Net cash provided by
operations totaled

$3.3 billion

in fiscal 2022 representing a conversion rate of 121% of net earnings. This cash generation supported capital investments totaling $569 million, and our resulting free cash flow was $2.7 billion at a conversion rate of 113%*.

Diluted EPS
increased 17% to

$4.42

and adjusted diluted EPS of $3.94 increased 4% on a constant-currency basis*.

   
* Organic net sales, adjusted operating profit (on a constant-currency basis), adjusted diluted EPS (on a constant-currency basis), free cash flow and free cash flow conversion rate are non-GAAP measures. 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.

 

54 General Mills Inc.

Table of Contents

Executive Compensation

Compensation Policies and Practices

Robust Compensation Program Governance  

●  Clawback policy

●  Tally sheets reviewed in connection with compensation decision making

●  Annual risk assessment of pay programs

●  Double-trigger change in control vesting provisions

●  Fully independent compensation consultant

●  Executive session at each compensation committee meeting

●  No employment contracts for NEOs

●  No excise tax gross up

     
Alignment between Pay and Performance  

●  PSUs granted to all NEOs and other company officers

●  Significant alignment between pay and performance

●  Challenging quantitative company performance measures aligned with strategic priorities

     
Stock Ownership Best Practices  

●  Rigorous stock ownership requirements

●  No officer or director hedging or pledging of company stock

●  No payment of dividend equivalents on unvested equity awards

●  No repricing or back dating of options

     
Shareholder Accountability  

●  Annual say-on-pay vote

●  Direct engagement with shareholders

Market Trends and Shareholder Feedback

Our executive compensation team and the compensation committee’s independent consultant discuss market trends, investor expectations and shareholder feedback on executive compensation matters with the compensation committee on a regular basis. Based on these discussions, for fiscal 2022, the compensation committee added a relative TSR modifier to PSU awards for all officers to further align our long-term incentives with our performance. PSUs continue to make up 50% of our long-term incentive grants for NEOs. The remaining 50% of our long-term incentive is comprised 25% of restricted stock units (“RSUs”) and 25% of stock options.

Compensation Philosophy

Our compensation program is designed to attract, motivate, reward and retain superior leaders who consistently pursue initiatives and execute strategies that contribute to strong company performance and total return to shareholders that are in the top tier of our industry. The compensation committee bases its compensation decisions on the following core principles:

Compensation design supports our business strategy: Our compensation program is closely aligned with our long-term growth model and strategic priorities. Incentive performance measures closely track our externally communicated financial objectives, and long-term incentives create significant alignment between the interests of our executives and those of our shareholders.
Pay is performance-based: A significant percentage of our NEOs’ compensation is at risk and variable based on the annual and long-term performance of the company.
Compensation opportunities are competitive: Given that the competition for talent in the consumer packaged goods industry is intense, the compensation opportunities for each NEO have been designed to ensure that they are competitive with our industry peer group.

 

Notice of 2022 Annual Meeting of Shareholders 55

Table of Contents

Executive Compensation

Executive Compensation Program Design

Elements of Total Direct Compensation and Alignment with Performance Measures

Our executive compensation program is designed to incent our NEOs to pursue strategies and execute priorities that promote growth and deliver strong returns to shareholders. The core elements of our NEOs’ total direct compensation consist of base salary, annual incentive and long-term incentive. Target total direct compensation for each NEO is benchmarked within a reasonable range of the median of our industry peer group. Each element of annual and long-term incentive compensation is tied to performance and closely linked to our strategy, long-term growth model, financial objectives and ultimately to TSR and continued value creation for our shareholders.

Percentage
Of CEO Target
Compensation
      Total Direct
Compensation
Element
      Pay Element       Performance Measure       Strategy & Performance Alignment
  BASE SALARY   Cash  

●  Individual performance and contributions based on scope and complexity of role

 

●  Positioned within a reasonable range of market median based on individual performance and contributions

  ANNUAL INCENTIVE   Cash-based award  

Company Performance (80%)

●  Organic net sales growth*

●  Adjusted operating profit growth*

Individual Performance (20%)

 

●  Rewards and recognizes annual accomplishment of key financial objectives

●  Corporate performance measures aligned with long-term growth model

 

LONG-TERM INCENTIVE

 

 

Performance Share Units

 

 

Three-year cliff vesting and Three-year measurement period

  Organic net sales growth* (Compound Annual Growth Rate (“CAGR”))

  Cumulative free cash flow

  +/- 25% Relative TSR Modifier (new for fiscal 2022 awards)

 

 

●  Performance metrics align with key elements for delivering growth and creating value for shareholders

  Stock Options   Four-year cliff vesting   ●  Ultimate value tied to stock price appreciation
  Restricted Stock Units   Four-year cliff vesting   ●  Ultimate value tied to TSR
   
* Organic net sales and adjusted operating profit are non-GAAP measures. 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.

Significant Percentage of Executive Pay Is At Risk

Since executive compensation is paid principally in the form of annual and long-term incentive awards, a significant percentage of executive pay is at risk and variable based on the annual and long-term performance of the company. PSUs, which comprise 50% of the long-term incentive award, will only be paid at the end of the three-year performance period if 3-year financial targets are achieved and are further subject to a 25% adjustment up or down based on the company’s TSR relative to the TSR of the companies in our compensation peer group. Stock options and restricted stock units, which comprise the remaining 50% of the long-term incentive award, derive their value directly from the company’s common stock price appreciation, which in the long-term is a reflection of company performance and is directly linked to shareholder returns.

Performance Share Units: Can be rendered worthless if company performance for any three-year period is below threshold.
Stock Options: Have no value if the company’s common stock price does not appreciate prior to expiration of the stock options.
Restricted Stock Units: Value can decline significantly from the grant date if the company performs poorly and its common stock price falls.
   
56 General Mills Inc.

Table of Contents

Executive Compensation

For our NEOs to earn their intended target compensation from these awards, the company must show sustained competitive performance on annual and three-year company performance measures, and must achieve strong shareholder returns.

CEO PAY MIX AT TARGET   OTHER NEO PAY MIX AT TARGET
     
 

The pay mix represented above is based on target total direct compensation opportunities.

Base Salary

Base salaries provide fixed income based on the size, scope and complexity of each individual’s role and their individual performance and contribution levels. The only fixed element of total direct compensation, base salary, is set within a reasonable range of median levels for similarly situated officers within the industry peer group and is based on current and historical performance. With the guidance of the independent compensation consultant, the board (for the CEO) and the compensation committee (for the other NEOs), annually review potential adjustments to base salary to ensure continuous alignment with the market and to account for changes in responsibilities.

Annual Incentive Award

Our annual incentive plan rewards the achievement of annual company and individual performance objectives. Each NEO’s target opportunity for an annual incentive award is a percentage of base salary, which is expressed as a target incentive percentage. Annual incentive awards can vary greatly from year to year based on achievement of the annual company performance measures, business segment results and individual performance ratings. Annual incentive awards range from 0% to 200% of target, with a 100% of target award for on target performance.

How We Establish Target Opportunities

In establishing the target incentive percentage opportunities for the NEOs, our compensation committee and the board consider a number of factors, including the NEO’s level of responsibility, size and complexity of role, a reasonable range of median levels for similarly situated officers within the industry peer group and other factors related to the scope of the NEO’s responsibilities.

How We Select Performance Measures

Achievement on the annual company performance measures and, as applicable, business segment results account for 80% of each NEO’s annual incentive award payout. For the annual company performance measures, the assessment of company performance for each year is based on goals set forth in the annual corporate operating plan that is approved by the board. The annual corporate operating plan aligns with our corporate strategy, long-term commitment to shareholders and expected peer and industry performance. As a result, the goals established for our annual company performance measures are closely aligned with our annual corporate operating plan and the financial objectives we communicate to investors. Annual company performance measures for fiscal 2022 consisted of two equally weighted measures: organic net sales growth and adjusted operating profit growth.

How We Set Goals

For fiscal 2022, the compensation committee approved the performance goals for target payout noted in the table below, as well as for threshold and maximum incentive payout. The goals were set at levels necessary to incent and reward management for meeting or exceeding our annual plans and strategic priorities. To ensure that the annual company performance goals are appropriately challenging, the compensation committee tests and evaluates the goals in the context of several factors, including:

Financial performance goals that are consistent with the achievement of our long-term goals for delivering top-tier shareholder returns.
The likelihood and probability of achieving various levels of performance based on historical results and expected peer and industry performance. This year, the board and committee devoted significant time to discussing, understanding and anticipating the volatile operating environment, including input cost inflation and supply chain disruptions, the financial health of our consumers and ongoing impacts of the COVID-19 pandemic.
The annual incentive metrics, program design and financial performance of peer companies.
Our expected performance relative to peer companies.

 

Notice of 2022 Annual Meeting of Shareholders 57

Table of Contents

Executive Compensation

Fiscal 2022 Goals and Performance

For fiscal 2022, the compensation committee once again set annual performance goals in line with our annual corporate operating plan. This year’s operating plan reflected the uncertain balance of at-home versus away-from-home consumer food demand caused by the ongoing pandemic and the dynamic supply chain issues and cost and inflationary environment that our customers, consumers and suppliers faced.

In particular, this year’s operating plan was based on the following key assumptions:

At-home food consumption would moderate off of fiscal 2021 levels due to external forces such as the speed of the COVID-19 vaccination and economic recovery;
We would experience a significant increase in inflation, which would drive up input costs and decrease profitability compared to fiscal 2021 levels; and
Supply chain disruptions would continue to exacerbate an already dynamic and challenging sales and profit environment.

While recognizing the continuing uncertainty created by supply disruptions, the pandemic, including the relative balance of at-home versus away-from home and the volatile operating and inflationary environment, the board and compensation committee set challenging fiscal 2022 goals for organic net sales that reflected expectations consistent with our annual corporate operating plan and key assumptions for reduced demand year-over-year for at-home food consumption across most of the company’s core markets, though above pre-pandemic levels, and increased demand for away-from-home food consumption, though below pre-pandemic levels. The fiscal 2022 goals for adjusted operating profit growth also challenged management to maintain profitability by offsetting lower sales and higher input and supply chain costs while continuing to invest in key capabilities.

Overall, our company performance in fiscal 2022 was strong and we were able to significantly exceed the business objectives, financial expectations and annual company performance measures that were set at the beginning of the fiscal year. We were able to achieve our robust results through adapting in a volatile operating environment, responding quickly to significant increases in input cost inflation and supply chain disruptions and keeping our brands available for our customers and consumers. The annual incentive rating for fiscal 2022 reflects the exceptional leadership of our senior leadership team and resulting strong performance in a highly challenging and uncertain year.

FISCAL 2022 PERFORMANCE AGAINST ANNUAL PERFORMANCE GOALS

Annual Performance(1) Measure and Weighting       Target       Actual
Performance(2)
      Award
Achievement %
Organic Net Sales Growth (50%)(1)   -2.0%   +5.1%   200%
Adjusted Operating Profit Growth (50%)(1)   -2.9%   +1.9%   132%
Business Achievement Percentage           166%
(1) The annual company performance measures are non-GAAP Measures. 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.
(2) Incentive performance is measured on a comparable basis and excludes certain items affecting comparability, including the impact of changes in foreign currency exchange rates, acquisitions and divestitures, and other corporate adjustments.

How We Evaluate Individual Performance Achievement

Individual Achievement Percentages for our NEOs account for 20% of each NEOs annual incentive award payout. The Individual Achievement Percentages range from 0% to 200% and are based on the achievement of specific annual priorities, which include quantitative business performance measures for the business segments and qualitative goals such as completion of strategic initiatives, quality of business plans, organizational development progress in important areas such as diversity and inclusion and employee development and fulfillment of leadership expectations. The CEO establishes annual priorities for each of the NEOs, and the board approves the annual priorities for the CEO. Sustainability and diversity and inclusion goals are included in the CEO’s annual priorities. The board approves the individual performance rating for the CEO and the compensation committee approves the ratings for all other NEOs.

58 General Mills Inc.

Table of Contents

Executive Compensation

How We Calculate the Annual Incentive Award

The annual incentive award is subject to the terms of our Executive Incentive Plan and calculated according to the formula below for all NEOs. For fiscal 2022, our NEOs received annual incentive awards ranging from 154% to 158% of their annual incentive award targets.

                 
Base Salary
(Eligible Earnings)
x Target Incentive % x   Business
Achievement %
x
Business Weight
80%
+ Individual
Achievement %
x
Individual Weight
20%
 
                 

The Business Achievement and Individual Achievement percentages can range from 0 – 200%.

Long-Term Incentive Award

The long-term incentive program rewards delivery of long-term shareholder value and is designed to retain key talent. A significant portion of a NEO’s pay opportunity is provided through these awards. To prioritize performance-based vesting, our long-term incentive grants for NEOs are composed of 50% PSUs, 25% RSUs and 25% stock options.

PSUs granted in fiscal 2022 have three-year cliff vesting based on company performance over the three-year vesting period. Stock options and RSUs granted in fiscal 2022 have a four-year cliff vesting period from the grant date. All long-term awards are subject to our clawback policy. PSUs and RSUs earn dividend equivalents equal to regular dividends paid on our common stock, which are distributed only to the extent the underlying units vest. All long-term incentive awards granted in fiscal year 2022 were granted under the 2017 Stock Compensation Plan.

  Long-Term
Incentive
Target Award
Value
= Performance
Share Units
(50%)
+ Restricted
Stock Units
(25%)
+ Stock
Options*
(25%)
 
   
* Five stock options awarded for each full-value share.

Performance Share Units

How We Select Performance Measures

PSUs are designed to focus executives on equally weighted top-line and bottom-line three-year operating metrics that drive shareholder value. Prior to the fiscal 2022 PSU award, performance measures used were: organic net sales growth and cumulative free cash flow. Beginning with the fiscal 2022 PSU award, performance measures used were: organic net sales growth and cumulative operating cash flow (continued equal weighting). In response to market trends and shareholder feedback, a +/- 25% relative TSR modifier was also added to further align our long-term incentives with our market performance.

How We Set Goals

PSUs are earned based on our future achievement of three-year company performance goals. The compensation committee sets these goals so that they are consistent with our long-range plan for the same period. Goals for the entire three-year performance period are set at the beginning of the period rather than at the start of each fiscal year and are measured cumulatively. The PSUs awarded in fiscal 2022 will be earned based on the company’s future achievement of three-year goals for organic net sales (CAGR) growth, cumulative operating cash flow, and further modified (+/-25%) by our TSR performance relative to peers.

Payouts can vary from 0% to 200% of the target number of PSUs, based on results against the goals with a 100% payout representing target performance. The relative TSR modifier cannot result in a PSU payout greater than 200%.

Each PSU earned is settled with a share of the company’s common stock following the completion of the three-year performance period.

Notice of 2022 Annual Meeting of Shareholders 59

Table of Contents

Executive Compensation

How We Measure Performance Against Goals

The table below summarizes our company performance against the performance measures for the fiscal 2020 – fiscal 2022 PSUs. It reflects performance against challenging 3-year targets and strength in organic net sales growth and cumulative free cash flow during the pandemic.

Fiscal 2020-Fiscal 2022 PSU Measures and Weightings
($ in millions)
      Target       Actual
Performance
      Award
Achievement %
Organic Net Sales Growth (50%)(1)(2)   +1.5%   +4.2%   200%
Cumulative Free Cash Flow (50%)(1)(3)   $6,370   $8,543   200%
Fiscal 2020-Fiscal 2022 PSU Performance Achievement           200%
(1) The PSU performance measures are non-GAAP Measures. 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.
(2) Organic Net Sales Growth is compound annual growth rate in sales for the company, excluding any impacts from acquisitions and divestitures, 53rd week and foreign currency exchange.
(3) Cumulative Free Cash Flow is cash generation performance measured by cash flow from operations, less capital expenditures. Cumulative free cash flow has been adjusted for restructuring projects and acquisitions and divestitures.

Beginning with the PSU awards granted in fiscal 2022, the CEO and members of his senior leadership team are required to hold PSUs for an additional one-year post the three-year vesting period.

Stock Options and Restricted Stock Units

Stock options and RSUs are generally subject to a four-year cliff vesting period from the grant date. The exercise price per share for stock options equals the closing price of our common stock on the NYSE on the grant date. Stock options generally expire 10 years and one month from the grant date.

Other Elements of Compensation

Retirement and Health Benefits

We provide competitive retirement security and health benefits. Our executives participate in the same benefit plans made available to U.S.-based salaried employees, including medical benefits, disability and life insurance, Pension Plan and Supplemental Retirement Plan (designed to restore benefits that otherwise would be lost because of limits in the Pension Plan), 401(k) Plan and Supplemental Savings Plan (designed to restore contributions that otherwise would be lost because of limits in the 401(k) Plan). See pages 71-72 for further details.

Perquisites

We provide our executives with limited perquisites including a company automobile and a financial counseling benefit. See Perquisites and Other Personal Benefits on page 65.

Severance

We provide a Separation Pay and Benefits Program to attract and retain executives and to promote orderly succession for key roles. We do not have any employment contracts with our NEOs. See pages 74 for further details.

60 General Mills Inc.

Table of Contents

Executive Compensation

Fiscal 2022 CEO Compensation Actions

Jeffrey L. Harmening

Chairman and Chief Executive Officer

Total direct compensation for our Chief Executive Officer (“CEO”) in fiscal 2022 included base salary, annual incentive (paid after the end of the fiscal year for fiscal 2022 performance) and long-term incentives in the form of equity awards, including PSUs, stock options and RSUs (granted at the beginning of fiscal 2022). At the beginning of fiscal 2022, the compensation committee completed a review of Mr. Harmening’s target opportunity for total direct compensation, including a comparison to the compensation for CEOs at companies within our industry peer group. Based on its review, to continue to align Mr. Harmening’s target compensation with the median compensation of CEOs in our peer group, the committee recommended increasing Mr. Harmening’s intended target long-term incentive award to $7,250,000. Mr. Harmening’s base salary and annual incentive target remained the same as they were in fiscal 2021.      

FISCAL 2022 COMPENSATION
(IN MILLIONS)

Compensation Decisions

Base Salary: To maintain a competitive base salary, aligned to median CEO pay within our industry peer group, the board set Mr. Harmening’s base salary at $1,250,000 for fiscal 2022.
Annual Incentive: The board set Mr. Harmening’s annual incentive target at 180% of base salary. Mr. Harmening’s annual incentive payout is based 80% on company performance and 20% on individual performance. The company performance achievement percentage for fiscal 2022 was 166%. The board approved a fiscal 2022 individual performance rating percentage of 125% for Mr. Harmening in recognition of his strong leadership through an unprecedented operating environment and the achievement of key strategic initiatives in fiscal 2022.
Long-Term Incentive: At the beginning of the fiscal year, Mr. Harmening’s target long-term incentive award value was set by the board to achieve our long-term pay-for-performance objectives and to align target pay with median CEO pay within our industry peer group. The grant date fair value of the fiscal 2022 long-term incentive was $6,681,906.
Performance Share Unit Three-Year Performance Achievement: The performance period for Mr. Harmening’s fiscal 2020 – fiscal 2022 PSUs was completed this year. The award achievement percentage for this tranche of PSUs was 200% of the target number of PSUs.

The Compensation Process

Determining Executive Compensation

The compensation committee regularly assesses the effectiveness of the executive compensation program in driving performance. It uses shareholder feedback, external trends, peer group compensation program assessments and input from its independent compensation consultant to inform its decision making. Any changes are typically approved in June for the new fiscal year. For the CEO, the board reviews and approves the committee’s recommendations.

Each June, the board and compensation committee approve compensation for the CEO and the committee approves compensation for his direct reports, based on performance from the most recently completed fiscal year, and establishes goals for the upcoming one and three-year performance periods. In approving compensation for the most recently completed fiscal year, the committee and the board primarily examine:

Company performance as measured by our annual company performance measures;
Competitive market data prepared by the independent compensation consultant;
Each director’s written evaluation of the CEO’s performance against his objectives, which were approved by the committee at the beginning of the fiscal year;
The recommendations of the CEO for the other executive officers;
Feedback from shareholders and the most recent say-on-pay vote;
Tally sheets of cumulative earnings and stock awards to provide context for annual actions.
   
Notice of 2022 Annual Meeting of Shareholders 61

Table of Contents

Executive Compensation

In considering the say-on-pay vote and feedback from shareholders, the compensation committee recognizes that effective practices evolve, and the committee will continue to consider changes as needed to keep our executive compensation program competitive and tightly linked to performance.

FW Cook, the committee’s independent compensation consultant, advises the compensation committee on executive and director compensation matters, but performed no other services for General Mills in fiscal 2022. The compensation committee actively works with the independent compensation consultant to formulate compensation recommendations for our CEO to be approved by the board. Management makes recommendations to the committee for the other executive officers, and the independent compensation consultant advises the committee on those recommendations.

The compensation committee has sole authority to retain or replace the independent compensation consultant, and the committee annually evaluates the engagement and assesses the consultant’s independence in accordance with the listing standards of the NYSE. Most recently, the committee determined that the engagement did not raise any conflict of interest. In reaching this conclusion, the compensation committee considered factors relevant to the consultant’s independence from management, including the six factors set forth in the NYSE listing standards.

In order to promote independent decision making on executive compensation matters, the compensation committee meets in executive session without management present at each meeting, often with the participation of the independent compensation consultant.

The Industry Peer Group

The compensation committee, with the assistance of management and the independent compensation consultant, annually evaluates our executive compensation program against similar programs within the consumer packaged goods industry peer group.

The compensation committee also annually conducts a comprehensive industry peer group review, with assistance from the independent compensation consultant. We did not have any changes to our industry peer group for fiscal 2022.

The compensation committee used the following selection criteria in determining our industry peer group:

Global, publicly traded consumer packaged goods companies within our and similar sub-industries, as identified by the S&P Global Industry Classification System
Comparable scale and complexity of operations, as measured primarily by sales, market capitalization, total assets and total employees
Direct competitors for business, capital or industry talent
Continuous and transparent disclosure of business results and executive compensation
Continuity from year to year

OUR INDUSTRY PEER GROUP

Campbell Soup Co. The Hershey Co. Mondelēz International, Inc.
Clorox Co. The J. M. Smucker Company Nestlé SA*
The Coca-Cola Co. Kellogg Co. PepsiCo, Inc.
Colgate-Palmolive Co. Kimberly-Clark Corp. The Procter & Gamble Company
Conagra Brands, Inc. The Kraft Heinz Company Reckitt Benckiser Group plc*
Danone Inc.* Keurig Dr Pepper Inc. Unilever NV*
* Excluded from compensation comparisons due to lack of publicly available pay information.
62 General Mills Inc.

Table of Contents

Executive Compensation

How We Use Our Industry Peer Group

To assess pay levels and pay mix for executive officers
To evaluate total direct compensation for executive officers in comparable positions
To gauge relative financial performance and TSR
To evaluate annual and long-term incentive design and structure
To review governance and terms of incentive awards, including vesting and clawback provisions
To compare benefits, perquisites and severance
To review overall share usage and run rate

The compensation committee annually compares General Mills’ compensation under various performance scenarios versus industry peer group practices to ensure that our programs are competitive and that pay is commensurate with performance relative to the industry.

Key Policies – Supplemental Information

Stock Ownership Policy

Long-term stock ownership is deeply engrained in our executive culture and is reflective of the strong commitment our executives have to the company’s success. More information on current stock ownership for the named executive officers and our stock ownership policy is provided on pages 87-88.

Robust Clawback Policy

In the event the company is required to restate financial results due to fraud, intentional misconduct, gross negligence or otherwise, the compensation committee may adjust the future compensation, cancel outstanding stock or performance-based awards or seek recoupment of previous awards from company officers whose conduct contributed significantly to such financial restatement. Also, the compensation committee may take these actions where it reasonably believes the company’s Employee Code of Conduct or the terms of a separation agreement have been violated.

Tax Deductibility of Compensation

In keeping with our compensation philosophy, annual cash incentives and long-term incentive equity awards granted in fiscal 2022 impose performance conditions for the CEO and executive officers. Under current federal tax laws, including previous changes to Section 162(m) of the Internal Revenue Code, we expect that incentives and awards generally will not be deductible despite their performance orientation to the extent they, together with base salary and other compensation, result in compensation paid to certain executive officers over $1 million in any one fiscal year. The compensation committee believes that shareholder interests are best served if it retains discretion and flexibility in establishing and overseeing compensation programs, which may include awarding or modifying compensation that is not deductible by the company.

Compensation Committee Report

The compensation committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussion, the compensation committee recommended to the board that the Compensation Discussion and Analysis be included in this Proxy Statement and in our Annual Report on Form 10-K for the fiscal year ended May 29, 2022.

SUBMITTED BY THE COMPENSATION COMMITTEE

David M. Cordani, Chair
C. Kim Goodwin
Elizabeth C. Lempres
Maria A. Sastre
Jorge A. Uribe

The following tables and accompanying narrative should be read in conjunction with the Compensation Discussion and Analysis. They present compensation for our CEO and CFO, each of the other three most highly-compensated executive officers active at the end of fiscal 2022 (including Richard C. Allendorf who will retire on August 31, 2022) and our former Chief Transformation and Enterprise Services Officer, John R. Church, who was involuntarily terminated without cause due to role elimination before the end of fiscal 2022 on January 31, 2022.

Notice of 2022 Annual Meeting of Shareholders 63

Table of Contents

Executive Compensation

Executive Compensation Tables

Summary Compensation Table

Name and Principal
Position
      Year      Salary
($)
      Stock
Award(1)
($)
      Option
Award(2)
($)
      Non-Equity
Incentive Plan
Compensation(3)
($)
      Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earning(4)
($)
      All Other
Compensation(5)
($)
      Total
($)
Jeffrey L. Harmening
Chairman of the Board and CEO
  2022  1,250,000  5,357,925  1,323,981  3,550,500  532,823  250,966  12,266,195
  2021  1,250,000  5,250,176  1,139,706  2,506,500  5,207,167  219,133  15,572,682
  2020  1,241,667  5,250,088  1,156,895  3,710,100  4,243,744  235,096  15,837,590
Jonathon J. Nudi
Group President, North America Retail
  2022  780,000  1,869,791  462,021  1,465,776  0  119,836  4,697,424
  2021  780,000  1,725,029  374,479  947,232  1,709,166  111,864  5,647,770
  2020  780,000  1,725,059  380,127  1,759,680  2,179,894  121,220  6,945,980
Kofi A. Bruce
Chief Financial Officer
  2022  750,833  1,699,794  420,022  1,184,815  147,041  107,047  4,309,552
  2021  630,000  1,237,500  268,644  701,820  546,701  62,737  3,447,402
  2020  516,333  375,041  82,637  622,934  451,166  61,622  2,109,733
Jaime Montemayor
Chief Digital and Technology Officer
  2022  625,000  1,034,711  255,672  769,000  0  138,432  2,822,815
  2021  625,000  1,050,146  227,948  542,000  0  204,957  2,650,051
Richard C. Allendorf
Former General Counsel & Secretary
  2022  625,000  1,034,711  255,672  774,000  0  92,140  2,781,523
  2021  625,000  1,050,146  227,948  542,000  1,464,345  77,278  3,986,717
  2020  617,825  1,050,050  231,382  869,897  1,625,382  86,844  4,481,380
John. R. Church
Former Chief Transformation & Enterprise Services Officer
  2022  452,000  1,034,711  255,672  621,590  377,574  521,166  3,262,713
  2021  678,000  1,050,146  227,948  661,457  1,151,571  82,951  3,852,073
  2020  678,000  1,050,050  231,382  1,012,932  1,945,482  109,621  5,027,467
   
Footnotes to the Summary Compensation Table:
   
(1) Amounts reported for 2022 stock awards represent the aggregate grant date fair value of RSUs and PSUs awarded to the NEOs in fiscal 2022. RSUs awarded to the NEOs have four-year cliff vesting. PSUs awarded to the NEOs have a three-year performance period (fiscal 2022-2024) and three-year cliff vesting. Grant date fair value is calculated in accordance with FASB ASC Topic 718. For the 2022 stock awards, the grant date fair value equals the closing price of our common stock on the NYSE on the grant date ($60.03) for RSUs and the Monte Carlo valuation as of the grant date ($58.71) for PSUs. For the 2021 and 2020 stock awards, the grant date fair value equals the closing price of our common stock on the NYSE on the grant date ($61.65 for RSUs and PSUs in fiscal 2021 and $53.70 for RSUs and PSUs in fiscal 2020). The values shown have not been adjusted to reflect that these units are subject to forfeiture. The PSU value assumes target performance over the performance period and is consistent with the estimate of aggregate compensation cost to be recognized over the performance period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures.
   
  The following table reflects the value at grant date of the 2022 PSU awards at threshold, target and maximum performance levels.
   
  GRANT DATE VALUE OF 2022 PERFORMANCE SHARE UNITS
 
         At Threshold
0%
($)
      At Target
100%
($)
      At Maximum
200%
($)
  Jeffrey L. Harmening  0  3,545,379  7,090,759
  Jonathon J. Nudi  0  1,237,255  2,474,509
  Kofi A. Bruce  0  1,124,766  2,249,532
  Jaime Montemayor  0  684,676  1,369,352
  Richard C. Allendorf  0  684,676  1,369,352
  John R. Church  0  684,676  1,369,352
   
(2) Amounts reported for 2022 option awards represent the grant date fair value of options awarded to the NEOs in fiscal 2022. Stock options awarded to the NEOs in fiscal 2022 have four-year cliff vesting. The grant date fair value of options calculated in accordance with FASB ASC Topic 718 equals $8.77 per share (fiscal 2022), $8.03 per share (fiscal 2021) and $7.10 per share (fiscal 2020), based on our Black-Scholes option pricing model. The following assumptions were used in the fiscal 2022 calculation: expected term of 8.5 years; dividend yield of 3.4% annually; dividend growth rate of 5.61% annually; a risk-free interest rate of 1.515%; and expected price volatility of 20.2%. Fiscal 2021 and 2020

 

64 General Mills Inc.

Table of Contents

Executive Compensation

  assumptions are listed in our proxy statements for those years. The values shown have not been adjusted to reflect that these options are subject to forfeiture.
(3) As described in the “Annual Incentive Award” section of the Compensation Discussion and Analysis on pages 57 – 59, the amounts reported reflect annual incentive awards earned for performance under the Executive Incentive Plan for fiscal 2022, 2021 and 2020.
(4) Includes the annual increase in the actuarial present value of accumulated benefits under our Pension Plan and Supplemental Retirement Plan. There have been no enhanced pension benefits delivered to our NEOs via a change in plan design over the last three fiscal years. Reasons for the changes relate to discount rate and mortality changes, additional service, aging and increases in “Final Average Earnings” as defined in the Pension Benefits section.
(5) All Other Compensation for fiscal 2022 includes the following amounts:
   
         Contributions
to Retirement
Savings Plans(6)
($)
      Perquisites and
Other Personal
Benefits(7)
($)
      Total
($)
  Jeffrey L. Harmening  214,121  36,845  250,966
  Jonathon J. Nudi  98,452  21,384  119,836
  Kofi A. Bruce  87,789  19,258  107,047
  Jaime Montemayor  116,700  21,732  138,432
  Richard C. Allendorf  66,519  25,621  92,140
  John R. Church  63,467  457,699  521,166
   
(6) Includes the company’s fixed and variable contributions during fiscal 2022 to the 401(k) Plan and the Supplemental Savings Plan. For more information on the terms of the contributions, see Other Retirement Savings Plans.
   
  CONTRIBUTIONS TO RETIREMENT SAVINGS PLANS
   
         Matching
Contributions
to 401(k) Plan
($)
      Contributions to
Supplemental
Savings Plan
($)
      Total
($)
  Jeffrey L. Harmening  17,385  196,736  214,121
  Jonathon J. Nudi  17,385  81,067  98,452
  Kofi A. Bruce  23,940  63,849  87,789
  Jaime Montemayor  27,225  89,475  116,700
  Richard C. Allendorf  16,530  49,989  66,519
  John R. Church  3,648  59,819  63,467
   
(7) Includes the following perquisites and other personal benefits for fiscal 2022:
   
  PERQUISITES AND OTHER PERSONAL BENEFITS
   
         Personal Use of
Executive Car(8)
($)
      Financial
Counseling
($)
      Other(9)
($)
      Total
($)
  Jeffrey L. Harmening  21,508  15,000  337  36,845
  Jonathon J. Nudi  13,092  8,000  292  21,384
  Kofi A. Bruce  10,876  8,000  382  19,258
  Jaime Montemayor  13,395  8,000  337  21,732
  Richard C. Allendorf  17,339  8,000  282  25,621
  John R. Church  14,345  12,000  431,354  457,699
   
(8) Includes the annual taxable value of the vehicle according to Internal Revenue Service regulations plus the applicable Internal Revenue Service rate per mile to cover maintenance charges.
   
(9) Includes the value of corporate gifts received by NEOs in fiscal 2022; for Mr. Church, also includes $429,400 in continuation of base salary and target bonus under the Separation Pay and Benefits Program through fiscal 2022. These payments were made in connection with the elimination of Mr. Church’s role and his involuntary termination without cause effective January 31, 2022. Payments and are more fully described under Potential Payments Upon Termination or Change in Control.
   
Notice of 2022 Annual Meeting of Shareholders 65

Table of Contents

Executive Compensation

Grants of Plan-Based Awards for Fiscal 2022

         Estimated Possible
Payouts Under Non-Equity
Incentive Plan Awards
  Estimated Future
Payouts Under Equity
Incentive Plan Awards
  All Other
Stock
Awards:
Number
of Shares
of Stock
  All Other
Option
Awards:
Number of
Securities
Underlying
  Exercise
or Base
Price of
Option
  Grant
Date Fair
Value of
Stock and
Option
Name      Grant Date      Award
Type
      Threshold
($)
      Target
($)
      Maximum
($)
      Threshold
(#)
      Target
(#)
      Maximum
(#)
      or Units
(#)
      Options
(#)
      Awards
($/Share)
      Awards
($)
Jeffrey L. Harmening     Cash(1)  0 2,250,000     4,500,000             
   6/29/2021  RSU(2)              30,194      1,812,546
   6/29/2021  PSU(3)        0  60,388  120,776        3,545,379
   6/29/2021  Options(4)                150,967  60.03  1,323,981
Jonathon J. Nudi     Cash(1)  0  936,000  1,872,000             
   6/29/2021  RSU(2)              10,537      632,536
   6/29/2021  PSU(3)        0  21,074  42,148        1,237,255
   6/29/2021  Options(4)                52,682  60.03  462,021
Kofi A. Bruce     Cash(1)  0  750,833  1,501,667             
   6/29/2021  RSU(2)              9,579      575,027
   6/29/2021  PSU(3)        0  19,158  38,316        1,124,766
   6/29/2021  Options(4)                47,893  60.03  420,022
Jaime Montemayor     Cash(1)  0  500,000  1,000,000             
   6/29/2021  RSU(2)              5,831      350,035
   6/29/2021  PSU(3)        0  11,662  23,324        684,676
   6/29/2021  Options(4)                29,153  60.03  255,672
Richard C. Allendorf     Cash(1)  0  500,000  1,000,000             
   6/29/2021  RSU(2)              5,831      350,035
   6/29/2021  PSU(3)        0  11,662  23,324        684,676
   6/29/2021  Options(4)                29,153  60.03  255,672
John R. Church     Cash(1)  0  406,800  813,600             
   6/29/2021  RSU(2)              5,831      350,035
   6/29/2021  PSU(3)        0  11,662  23,324        684,676
   6/29/2021  Options(4)                29,153  60.03  255,672
   
(1)  Annual Incentive Awards for Fiscal 2022 Performance: Cash. Includes the potential range of 2022 annual incentive awards granted under the Executive Incentive Plan as described in the Compensation Discussion and Analysis. The actual amount earned for fiscal 2022 performance is reported under the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table.
   
(2)  Long-Term Incentive Awards: Restricted Stock Units. Includes RSUs granted in fiscal 2022 under the 2017 Stock Compensation Plan.
   
(3) Long-Term Incentive Awards: Performance Share Units. Includes PSUs that will be paid out based on a fiscal 2022-2024 performance period under the 2017 Stock Compensation Plan as described in the Compensation Discussion & Analysis.
   
(4)  Long-Term Incentive Awards: Options. Includes options granted in fiscal 2022 under the 2017 Stock Compensation Plan.
   
  Information on the terms of these awards is described under “Elements of Total Direct Compensation and Alignment with Performance Measures” in the Compensation Discussion and Analysis. See Potential Payments Upon Termination or Change in Control for a discussion of how equity awards are treated under various termination scenarios.
   
66 General Mills Inc.

Table of Contents

Executive Compensation

Outstanding Equity Awards at 2022 Fiscal Year-End

The following table summarizes the outstanding equity awards as of May 29, 2022, for each of the NEOs.

      Option Awards  Stock Awards
Name      Vesting
Date(1)
      Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
      Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
      Options
Exercise
Price
($)
      Option
Expiration
Date
      Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)
      Market
Value of
Shares or
Units
That
Have Not
Vested(2)
($)
      Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested(3)
(#)
      Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested(2)
($)
Jeffrey L. Harmening  6/26/2022              32,567  2,276,108      
   6/27/2022              130,356  9,110,581      
   6/25/2023              32,589  2,277,645      
   6/30/2023                    113,548  7,935,870
   6/29/2024                    120,776  8,441,035
   6/30/2024              28,387  1,983,967      
   6/29/2025              30,194  2,110,259      
   6/25/2017  37,895    48.33  7/25/2023            
   6/24/2018  60,056    53.70  7/24/2024            
   6/30/2019  57,879    55.72  7/31/2025            
   6/21/2020  112,748    66.52  7/21/2026            
   6/27/2021  270,173    55.52  7/27/2027            
   6/26/2022    325,663  46.06  7/26/2028            
   6/25/2023    162,943  53.70  7/25/2029            
   6/30/2024    141,931  61.65  7/31/2030            
   6/29/2025    150,967  60.03  7/29/2031            
Jonathon J. Nudi  6/26/2022              12,484  872,507      
   6/27/2022              42,832  2,993,528      
   6/25/2023              10,708  748,382      
   6/30/2023                    37,308  2,607,456
   6/29/2024                    42,148  2,945,724
   6/30/2024              9,327  651,864      
   6/29/2025              10,537  736,431      
   6/25/2017  10,894    48.33  7/25/2023            
   6/24/2018  16,059    53.70  7/24/2024            
   6/30/2019  19,293    55.72  7/31/2025            
   6/21/2020  42,093    66.52  7/21/2026            
   6/27/2021  85,555    55.52  7/27/2027            
   6/26/2022    124,838  46.06  7/26/2028            
   6/25/2023    53,539  53.70  7/25/2029            
   6/30/2024    46,635  61.65  7/31/2030            
   6/29/2025    52,682  60.03  7/29/2031            
   
Notice of 2022 Annual Meeting of Shareholders 67

Table of Contents

Executive Compensation

      Option Awards  Stock Awards
Name      Vesting
Date(1)
      Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
      Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
      Options
Exercise
Price
($)
      Option
Expiration
Date
      Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)
      Market
Value of
Shares or
Units
That
Have Not
Vested(2)
($)
      Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested(3)
(#)
      Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested(2)
($)
Kofi A. Bruce  6/26/2022              3,529  246,642      
   6/27/2022              9,312  650,816      
   6/25/2023              2,328  162,704      
   6/30/2023                    26,764  1,870,536
   6/29/2024                    38,316  2,677,905
   6/30/2024              6,691  467,634      
   6/29/2025              9,579  669,476      
   6/26/2016  10,911    38.15  7/26/2022            
   6/30/2019  14,919    55.72  7/31/2025            
   6/21/2020  13,530    66.52  7/21/2026            
   6/27/2021  11,257    55.52  7/27/2027            
   6/26/2022    35,281  46.06  7/26/2028            
   6/25/2023    11,639  53.70  7/25/2029            
   6/30/2024    33,455  61.65  7/31/2030            
   6/29/2025    47,893  60.03  7/29/2031            
Jaime Montemayor  6/27/2022              29,180  2,039,390      
   6/30/2023                    22,712  1,587,342
   6/29/2024                    23,324  1,630,114
   6/30/2024              5,678  396,835      
   6/29/2025              5,831  407,529      
   6/30/2024    28,387  61.65  7/31/2030            
   6/29/2025    29,153  60.03  7/29/2031            
Richard C. Allendorf  6/26/2022              7,599  531,094      
   6/27/2022              26,072  1,822,172      
   6/25/2023              6,518  455,543      
   6/30/2023                    22,712  1,587,342
   6/29/2024                    23,324  1,630,114
   6/30/2024              5,678  396,835      
   6/29/2025              5,831  407,529      
   6/30/2019  30,950    55.72  7/31/2025            
   6/21/2020  49,609    66.52  7/21/2026            
   6/27/2021  81,952    55.52  7/27/2027            
   6/26/2022    75,988  46.06  7/26/2028            
   6/25/2023    32,589  53.70  7/25/2029            
   6/30/2024    28,387  61.65  7/31/2030            
   6/29/2025    29,153  60.03  7/29/2031            

 

68 General Mills Inc.

Table of Contents

Executive Compensation

      Option Awards  Stock Awards
Name      Vesting
Date(1)
      Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
      Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
      Options
Exercise
Price
($)
      Option
Expiration
Date
      Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)
      Market
Value of
Shares or
Units
That
Have Not
Vested(2)
($)
      Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested(3)
(#)
      Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested(2)
($)
John R. Church  6/26/2022              7,599  531,094      
   6/27/2022              26,072  1,822,172      
   6/25/2023              6,518  455,543      
   6/30/2023                    22,712  1,587,342
   6/29/2024