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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/30/22 General Mills Inc. 8-K:5,9 9/27/22 12:355K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 57K 2: EX-10.1 Material Contract HTML 109K 7: R1 Document and Entity Information HTML 58K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- d514129d8k_htm XML 26K 9: EXCEL IDEA Workbook of Financial Reports XLSX 8K 4: EX-101.DEF XBRL Definitions -- gis-20220927_def XML 43K 5: EX-101.LAB XBRL Labels -- gis-20220927_lab XML 72K 6: EX-101.PRE XBRL Presentations -- gis-20220927_pre XML 45K 3: EX-101.SCH XBRL Schema -- gis-20220927 XSD 17K 11: JSON XBRL Instance as JSON Data -- MetaLinks 15± 22K 12: ZIP XBRL Zipped Folder -- 0001193125-22-255620-xbrl Zip 41K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 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): i September 27, 2022
General Mills, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| i Delaware | i 001-01185 | i 41-0274440 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| i Number One General Mills Boulevard | ||
| i Minneapolis, i Minnesota | i 55426 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: i (763) i 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):
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | Pre-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 class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| i Common Stock, $.10 par value | i GIS | i New York Stock Exchange | ||
| i 1.000% Notes due 2023 | i GIS23A | i New York Stock Exchange | ||
| i 0.125% Notes due 2025 i 0.450% Notes due 2026 |
i GIS25A i GIS26 |
i New York Stock Exchange i New York Stock Exchange | ||
| i 1.500% Notes due 2027 | i GIS27 | i 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 i ☐
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. |
(e) On September 27, 2022, the shareholders of General Mills, Inc. (the “Company”) approved the General Mills, Inc. 2022 Stock Compensation Plan (the “2022 Stock Plan”). Subject to the terms of the 2022 Stock Plan, the 2022 Stock Plan authorizes up to 35,000,000 shares of Company common stock to be available for grants of equity awards. The material terms of the 2022 Stock Plan are described in the Company’s definitive proxy statement, dated August 8, 2022, under the heading “Proposal Number 2: Approval of the 2022 Stock Compensation Plan”, which is incorporated herein by reference. Such description is qualified in its entirety by reference to the 2022 Stock Plan, a copy of which is incorporated by reference as Exhibit 10.1 to this report.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On September 27, 2022, the Company held its 2022 Annual Meeting. There were 515,101,930 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 8, 2022. Below are the final voting results.
| 1. | Election of Directors |
| Director Nominee |
For | Against | Abstain | Broker Non-Votes | ||||
| R. Kerry Clark |
412,957,124 | 15,962,936 | 1,208,611 | 84,973,259 | ||||
| David M. Cordani |
402,849,507 | 26,018,103 | 1,261,061 | 84,973,259 | ||||
| C. Kim Goodwin |
423,712,838 | 5,139,103 | 1,276,730 | 84,973,259 | ||||
| Jeffrey L. Harmening |
392,735,790 | 35,183,306 | 2,209,575 | 84,973,259 | ||||
| Maria G. Henry |
413,997,177 | 14,959,429 | 1,172,065 | 84,973,259 | ||||
| Jo Ann Jenkins |
423,471,652 | 5,467,738 | 1,189,281 | 84,973,259 | ||||
| Elizabeth C. Lempres |
422,690,815 | 6,219,888 | 1,217,968 | 84,973,259 | ||||
| Diane L. Neal |
423,686,975 | 5,262,595 | 1,179,101 | 84,973,259 | ||||
| Steve Odland |
414,850,706 | 14,052,197 | 1,225,768 | 84,973,259 | ||||
| Maria A. Sastre |
415,550,934 | 12,634,538 | 1,943,199 | 84,973,259 | ||||
| Eric D. Sprunk |
425,252,948 | 3,637,739 | 1,237,984 | 84,973,259 | ||||
| Jorge A. Uribe |
423,678,969 | 5,175,147 | 1,274,555 | 84,973,259 |
| 2. | 2022 Stock Compensation Plan |
| For | Against | Abstain | Broker Non-Votes | |||
| 410,082,886 | 17,787,480 | 2,258,305 | 84,973,259 |
| 3. | Advisory Vote on Executive Compensation |
| For | Against | Abstain | Broker Non-Votes | |||
| 403,333,843 | 23,873,124 | 2,921,704 | 84,973,259 |
| 4. | Ratification of Appointment of Independent Registered Public Accounting Firm |
| For | Against | Abstain | Broker Non-Votes | |||
| 485,822,653 | 27,867,842 | 1,411,435 | 0 |
| 5. | Shareholder Proposal – Independent Board Chairman |
| For | Against | Abstain | Broker Non-Votes | |||
| 178,469,301 | 249,034,817 | 2,624,553 | 84,973,259 |
| 6. | Shareholder Proposal – Plastic Packaging Report |
| For | Against | Abstain | Broker Non-Votes | |||
| 239,988,181 | 184,848,587 | 6,291,903 | 84,973,259 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 | General Mills, Inc. 2022 Stock Compensation Plan | |
| 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 30, 2022
| GENERAL MILLS, INC. | ||
| By: | ||
| Name: | Karen Wilson Thissen | |
| Title: | General Counsel and Secretary | |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/30/22 | |||
| For Period end: | 9/27/22 | 4, DEF 14A | ||
| 8/8/22 | 4, DEF 14A, DEFA14A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/28/23 General Mills Inc. 10-K 5/28/23 138:21M Donnelley … Solutions/FA 3/29/23 General Mills Inc. 424B5 2:529K Donnelley … Solutions/FA 3/28/23 General Mills Inc. 424B5 2:488K Donnelley … Solutions/FA 3/28/23 General Mills Inc. 424B5 1:513K Donnelley … Solutions/FA 3/27/23 General Mills Inc. 424B5 1:472K Donnelley … Solutions/FA 12/20/22 General Mills Inc. 10-Q 11/27/22 83:7.5M Donnelley … Solutions/FA 11/17/22 General Mills Inc. 424B5 2:481K Donnelley … Solutions/FA 11/16/22 General Mills Inc. 424B5 1:465K Donnelley … Solutions/FA |