General Mills 8-K 2026-09-29

Filed 2026-10-02. 1 sections, 10K 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 29, 2026

General Mills, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware001-0118541-0274440
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)
Number One General Mills Boulevard
Minneapolis, Minnesota55426
(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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.10 par valueGISNew York Stock Exchange
1.500% Notes due 2027GIS 27New York Stock Exchange
3.907% Notes due 2029GIS 29New York Stock Exchange
3.650% Notes due 2030GIS 30ANew York Stock Exchange
3.600% Notes due 2032GIS 32New York Stock Exchange
3.850% Notes due 2034GIS 34New York Stock Exchange
4.750% Series A Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056GIS 56New York Stock Exchange
5.250% Series B Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056GIS 56ANew 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 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On September 29, 2026, the shareholders of General Mills, Inc. (the “Company”) voted at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) to approve amendments to the Amended and Restated Certificate of Incorporation of the Company (the “Amended Certificate”), effective October 1, 2026, to provide for the exculpation of certain officers and to require that claims under the Securities Act of 1933 be brought only in the federal district courts of the United States.

The foregoing description is qualified in its entirety by reference to the full text of the Amended Certificate attached hereto as Exhibit 3.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 29, 2026, the Company held its 2026 Annual Meeting. There were 444,390,002 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 13, 2026. Below are the final voting results.

1. Election of Directors

Director NomineeForAgainstAbstainBroker Non-Votes
Joan L. Bottarini343,434,9404,255,3451,259,42995,440,288
Benno O. Dorer341,808,3565,854,8241,286,53495,440,288
Jeffrey L. Harmening325,665,55220,719,7132,564,44995,440,288
Maria G. Henry340,072,5857,576,5881,300,54195,440,288
Jo Ann Jenkins340,212,9917,493,4491,243,27495,440,288
Elizabeth C. Lempres341,516,1126,227,7111,205,89195,440,288
Dana M. McNabb343,177,8324,596,2991,175,58395,440,288
John G. Morikis342,451,6415,240,4581,257,61595,440,288
Diane L. Neal341,486,6226,280,7991,182,29395,440,288
Maria A. Sastre336,078,13011,633,6361,237,94895,440,288
Eric D. Sprunk335,835,01411,897,8261,216,87495,440,288
Jorge A. Uribe340,390,2687,342,1621,217,28495,440,288

2. Approve Advisory Vote on Executive Compensation

ForAgainstAbstainBroker Non-Votes
324,336,20222,238,3192,375,19395,440,288

3. Ratify Appointment of the Independent Registered Public Accounting Firm

ForAgainstAbstainBroker Non-Votes
414,677,84528,370,8351,341,3220

4. Approve Amendment to the Certificate of Incorporation to Provide for Exculpation of Certain Officers

ForAgainstAbstainBroker Non-Votes
305,951,31340,791,7742,206,62795,440,288

5. Approve Amendment to the Certificate of Incorporation to Adopt a Federal Forum Provision

ForAgainstAbstainBroker Non-Votes
293,518,82053,155,3162,275,57895,440,288

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

ForAgainstAbstainBroker Non-Votes
219,788,472125,788,8503,372,39295,440,288

7. Shareholder Proposal – Report on Human Rights

ForAgainstAbstainBroker Non-Votes
44,954,037299,387,9084,607,76995,440,288

8. Shareholder Proposal – Pesticide Reduction Reporting

ForAgainstAbstainBroker Non-Votes
55,919,421288,460,5644,569,72995,440,288

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

3Amended and Restated Certificate of Incorporation of General Mills, Inc.
104Cover 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: October 2, 2026

GENERAL MILLS, INC.
By:/s/ Karen Wilson Thissen
Name:Karen Wilson Thissen
Title:General Counsel and Secretary