Form 8-K GENERAL MILLS INC For: May 02
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | May 2, 2017 |
General Mills, Inc.
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(Exact name of registrant as specified in its charter)
| Delaware | 001-01185 | 41-0274440 |
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_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| Number One General Mills Boulevard, Minneapolis, Minnesota | 55426-1347 | |
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_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 763-764-7600 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 2, 2017, the Board of Directors of General Mills, Inc. (the "Company") elected Jeffrey L. Harmening Chief Executive Officer of the Company to succeed Kendall J. Powell effective June 1, 2017. The Board also elected Mr. Harmening to the Company’s Board of Directors effective June 1, 2017. Mr. Powell will continue to serve as the Company’s Chairman of the Board for a transition period until his retirement, expected within the next year. The Company issued a press release on May 3, 2017 with additional information on Mr. Harmening’s election. The press release is filed as Exhibit 99 and incorporated by reference to this Current Report.
Mr. Harmening, age 50, has served as the Company’s President and Chief Operating Officer since July 1, 2016. Mr. Harmening joined General Mills in 1994 and has served in a variety of roles. He was named Vice President, Marketing for Cereal Partners Worldwide ("CPW"), the joint venture with Nestlé based in Switzerland, in 2003 and served as Senior Vice President, Chief Executive Officer of CPW from 2012 to 2014. In the U.S., Mr. Harmening served as Executive Vice President, Chief Operating Officer, U.S. Retail from 2014 to 2016, and as Vice President and Senior Vice President of the Big G cereal division from 2007 to 2012.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99 Press release of General Mills, Inc. dated May 3, 2017.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| General Mills, Inc. | ||||
| May 3, 2017 | By: |
Richard C. Allendorf
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| Name: Richard C. Allendorf | ||||
| Title: Senior Vice President, General Counsel and Secretary | ||||
Exhibit Index
| Exhibit No. | Description | |
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99
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Press release of General Mills, Inc. dated May 3, 2017. |
Exhibit 99
Jeff Harmening Named Chief Executive Officer of General Mills
Ken Powell to Continue as Chairman of the Board until Retirement
MINNEAPOLIS (May 3, 2017) – General Mills today announced that its board of directors has elected Jeffrey L. Harmening Chief Executive Officer of the company, effective June 1, 2017. The board also elected Harmening to the General Mills Board of Directors. Harmening, age 50, is a 23-year veteran of the company and has served as President and Chief Operating Officer since July 1, 2016. Harmening succeeds Ken Powell, who has served as General Mills Chairman and Chief Executive Officer since 2007. Powell will continue to serve as the company’s Chairman for a transition period until his retirement, expected within the next year.
“General Mills has a long tradition of delivering top-tier returns that our shareholders have counted on for generations,” said Powell. “We are focused on growth and feel strongly that Jeff is the right leader for the next leg of our journey.”
R. Kerry Clark, Independent Lead Director of the General Mills Board added, “Under Ken’s leadership as CEO, the company made significant strides to expand globally, developed a culture of Holistic Margin Management, and redoubled its focus on meeting the ever-changing needs of consumers. These achievements have resulted in outstanding value creation for General Mills shareholders, including 11 percent compound annual total shareholder returns.”
“A key responsibility of a board is leading a thoughtful, robust succession planning process,” Clark continued. “The board unanimously cast its vote for Jeff as the best candidate to lead this venerable 150-year-old company. Jeff knows how to build talented teams and has extensive experience both in the U.S. and globally. He is not afraid to challenge the status quo and he is a tenacious and resilient leader.”
During Harmening’s leadership of the U.S. Retail business, the company greatly expanded its position in the natural and organic segment, including the acquisition of Annie’s and EPIC Provisions, making General Mills currently the fourth largest maker of natural and organic foods in the U.S. While President of the company’s U.S. cereal business, Harmening led a realignment of the portfolio that resulted in multiple years of growth in sales, market share and profitability. As CEO of Cereal Partners Worldwide (CPW), the joint venture with Nestlé based in Switzerland that markets cereal in 130 countries, Harmening oversaw a reorganization of the company that positioned the business to deliver long-term profitable growth.
“I am honored to take the helm of General Mills at such an important point in its history,” said Harmening. “Building on the legacy of those that have led this great company before me is an exciting challenge and one I do not take on alone. General Mills’ employees are singularly focused on driving growth and returns for the long term, and it will be a privilege to help them reach that goal.”
Harmening joined General Mills in 1994 and has served in a variety of roles including Senior Vice President, Chief Executive Officer of CPW. Harmening has served as Executive Vice President, Chief Operating Officer, U.S. Retail, Vice President and Senior Vice President of the Big G cereal division, and a variety of marketing roles in Betty Crocker, Yoplait, Foodservice, and Big G New Enterprises.
Harmening holds a bachelor’s degree from DePauw University and an MBA from Harvard, and is on the board of trustees for DePauw University.
About General Mills
General Mills is a leading global food company that serves the world by making food people love. Its brands include Cheerios, Annie’s, Yoplait, Nature Valley, Fiber One, Haagen-Dazs, Betty Crocker, Pillsbury, Old El Paso, Wanchai Ferry, Yoki and more. Headquartered in Minneapolis, Minnesota, USA, General Mills generated fiscal 2016 consolidated net sales of US $16.6 billion, as well as another US $1.0 billion from its proportionate share of joint-venture net sales.
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