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GENERAL MILLS, INC.

(GIS)
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General Mills : Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year (Form 8-K)

10/01/2021 | 12:32pm EST

Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On September 28, 2021, the shareholders of General Mills, Inc. (the "Company") voted at the 2021 Annual Meeting of Shareholders (the "Annual Meeting") to approve the amendment and restatement of the Company's Restated Certificate of Incorporation (the "Amended Certificate"), effective September 30, 2021, to eliminate the supermajority shareholder voting provisions applicable to preferred shareholders.

In addition, in connection with the shareholder approval of the Amended Certificate, the board of directors of the Company made conforming amendments to the Company's By-Laws,effective upon the filing of the Amended Certificate.

The foregoing description is qualified in its entirety by reference to the full text of the Amended Certificate and By-Laws,which are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively.

Submission of Matters to a Vote of Security Holders.

On September 28, 2021, the Company held its 2021 Annual Meeting. There were 521,930,191 shares of common stock represented either in person or by proxy at the meeting. We have disclosed the final results for each matter voted upon, including the number of votes cast for or against, the number of abstentions, and, as applicable, the number of broker non-votes.

1.

Election of Directors.Shareholders elected the following individuals as directors of the Company by the following votes:

Director Nominee

For Against Abstain Broker Non-Votes

R. Kerry Clark

414,037,874 12,202,013 1,572,861 94,117,443

David M. Cordani

417,685,791 8,594,576 1,532,381 94,117,443

Jeffrey L. Harmening

394,194,023 31,746,151 1,872,574 94,117,443

Maria G. Henry

419,737,220 6,567,068 1,508,460 94,117,443

Jo Ann Jenkins

421,513,819 4,851,446 1,447,483 94,117,443

Elizabeth C. Lempres

417,979,816 8,389,326 1,443,606 94,117,443

Diane L. Neal

421,415,827 4,863,787 1,533,134 94,117,443

Steve Odland

409,379,761 16,842,378 1,590,609 94,117,443

Maria A. Sastre

419,765,504 6,540,055 1,507,189 94,117,443

Eric D. Sprunk

421,159,984 5,112,541 1,540,223 94,117,443

Jorge A. Uribe

421,211,439 5,041,499 1,559,810 94,117,443
2.

Advisory Vote on Executive Compensation. On an advisory basis, shareholders approved the compensation of the Company's named executive officers. The proposal was supported by 94.5% of the votes cast "for" and "against" it.

For Against Abstain Broker Non-Votes
401,904,341 23,288,094 2,620,313 94,117,443
3.

Ratification of Appointment of Independent Registered Public Accounting Firm.Shareholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2022. The proposal was supported by 95.5% of the votes cast "for" and "against" it.

For Against Abstain Broker Non-Votes
497,245,496 23,228,627 1,456,068 0
4.

Approval of Amendment and Restatement of the Company's Restated Certificate of Incorporation to EliminateSupermajority Voting Provisions.Shareholders approved the amendment and restatement of the Company's Restated Certificate of Incorporation to eliminate supermajority voting provisions applicable to preferred shareholders. The proposal was supported by 69.6% of the shares of common stock outstanding.

For Against Abstain Broker Non-Votes
421,989,620 3,586,147 2,236,981 94,117,443

Financial Statements and Exhibits.

(d)

Exhibits.

3.1 Amended and Restated Certificate of Incorporation of General Mills, Inc.
3.2 By-Laws of General Mills, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Disclaimer

General Mills Inc. published this content on 01 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 October 2021 16:31:03 UTC.


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