filings.toolsGeneral Mills 8-K 2024-09-24
Filed 2024-09-27. 1 sections, 7K characters. Original on sec.gov · Markdown · JSON
Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 24, 2024
General Mills, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-01185 | 41-0274440 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| Number One General Mills Boulevard Minneapolis, Minnesota | 55426 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (763) 764-7600
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $.10 par value | GIS | New York Stock Exchange | ||
| 0.125% Notes due 2025 | GIS 25A | New York Stock Exchange | ||
| 0.450% Notes due 2026 | GIS 26 | New York Stock Exchange | ||
| 1.500% Notes due 2027 | GIS 27 | New York Stock Exchange | ||
| 3.907% Notes due 2029 | GIS 29 | New York Stock Exchange | ||
| 3.650% Notes due 2030 | GIS 30A | New York Stock Exchange | ||
| 3.850% Notes due 2034 | GIS 34 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
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On September 24, 2024, the Company held its 2024 Annual Meeting. There were 483,923,334 shares of common stock represented either in person or by proxy at the meeting. For more information on the following proposals submitted to shareholders, see the Company’s definitive proxy statement, dated August 12, 2024. Below are the final voting results.
| 1. | Election of Directors |
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| Director Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Benno O. Dorer | 393,545,895 | 7,316,885 | 1,114,006 | 81,946,548 | ||||||||||||
| C. Kim Goodwin | 394,131,111 | 6,764,786 | 1,080,889 | 81,946,548 | ||||||||||||
| Jeffrey L. Harmening | 374,461,495 | 24,494,057 | 3,021,234 | 81,946,548 | ||||||||||||
| Maria G. Henry | 398,964,599 | 1,967,925 | 1,044,262 | 81,946,548 | ||||||||||||
| Jo Ann Jenkins | 396,169,431 | 4,765,931 | 1,041,424 | 81,946,548 | ||||||||||||
| Elizabeth C. Lempres | 393,402,278 | 7,518,634 | 1,055,874 | 81,946,548 | ||||||||||||
| John G. Morikis | 398,863,334 | 1,999,010 | 1,114,442 | 81,946,548 | ||||||||||||
| Diane L. Neal | 398,878,819 | 2,048,300 | 1,049,667 | 81,946,548 | ||||||||||||
| Steve Odland | 394,182,349 | 6,644,629 | 1,149,808 | 81,946,548 | ||||||||||||
| Maria A. Sastre | 389,606,741 | 11,314,804 | 1,055,241 | 81,946,548 | ||||||||||||
| Eric D. Sprunk | 386,092,066 | 14,735,349 | 1,149,371 | 81,946,548 | ||||||||||||
| Jorge A. Uribe | 392,692,797 | 8,167,859 | 1,116,130 | 81,946,548 |
| 2. | Advisory Vote on Executive Compensation |
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| For | Against | Abstain | Broker Non-Votes | |||
| 373,135,213 | 26,641,136 | 2,200,437 | 81,946,548 |
| 3. | Ratification of Appointment of Independent Registered Public Accounting Firm |
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| For | Against | Abstain | Broker Non-Votes | |||
| 447,929,509 | 34,414,551 | 1,579,274 | 0 |
| 4. | Shareholder Proposal – Disclosure of Regenerative Agriculture Practices Within Supply Chain |
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| For | Against | Abstain | Broker Non-Votes | |||
| 110,910,821 | 284,721,918 | 6,344,047 | 81,946,548 |
| 5. | Shareholder Proposal – Plastic Packaging |
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| For | Against | Abstain | Broker Non-Votes | |||
| 156,307,490 | 233,825,940 | 11,843,356 | 81,946,548 |
| Item 9.01 | Financial Statements and Exhibits. |
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| (d) | Exhibits. |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 27, 2024
| GENERAL MILLS, INC. | ||
| By: | /s/ Karen Wilson Thissen | |
| Name: Karen Wilson Thissen | ||
| Title: General Counsel and Secretary |