Bylaw Amendment · Shareholder Vote

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 28, 2021     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)   ☐ 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 CFR240.14d-2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-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 Common Stock, $.10 par value   GIS   New York Stock Exchange 1.000% Notes due 2023   GIS23A   New York Stock Exchange 0.450% Notes due 2026   GIS26   New York Stock Exchange 1.500% Notes due 2027   GIS27   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 5.03 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.   Item 5.07 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 Eliminate Supermajority 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 Item 9.01 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) 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 1, 2021   GENERAL MILLS, INC. By:   /s/ Richard C. Allendorf   Name: Richard C. Allendorf   Title: General Counsel and Secretary