| ● | Deferred cash accounts earn a monthly rate of return that tracks the investment return achieved under their selected investment funds, most of which are offered to participants in our 401(k) Plan. One of these funds tracks the return on our common stock, performance, and directors can elect to receive their entire board remuneration in stock and stock-related compensation. Our policy requires that independent directors keep all of the shares that they receive as compensation until they own shares equal in market value to at leastfive times their annual retainer, excluding any fees for serving as Independent Lead Director, chairing a committee or serving on the audit committee. As of July 24, 2020, all independent directors had met or exceeded these stock ownership requirements, except for Jo Ann Jenkins who joined the board in 2020.
Deferred Compensation
Independent directors may defer their retainers and RSUs.
Their deferred cash accounts earn a monthly rate of return that tracks the investment return achieved under their selected investment funds, most of which are offered to participants in our 401(k) Plan. One of these funds tracks the return on our common stock,
| | which further aligns directors’ interests with those of our shareholders. The value of deferred retainers paid in shares of our common stock and deferred restricted stock units also tracks our common stock performance. |
Earnings credited are not above-market or preferential.
| | | | | | | | ● | Earnings credited are not above-market or preferential. | | |
GENERAL MILLS, INC. - Notice of 2020 Annual Meeting of Shareholders and Proxy Statement42 | | 31General Mills Inc. |
Table of Contents
DIRECTOR COMPENSATIONDirector Compensation
Director Compensation for Fiscal 20202022 The fiscal 20202022 compensation of our independent directors is shown in the following table. | | | | | | | | | | | | | | | | Name | | Fees Earned or Paid in Cash(1) ($) | | Stock Awards(2) ($) | | Total ($) | Alicia Boler-Davis(3) | | | | 22,500 | | | | | — | | | | | 22,500 | | R. Kerry Clark | | | | 97,500 | | | | | 179,986 | | | | | 277,486 | | David M Cordani | | | | 100,000 | | | | | 179,986 | | | | | 279,986 | | Roger W. Ferguson, Jr | | | | 90,000 | | | | | 179,986 | | | | | 269,986 | | Maria Henry | | | | 95,000 | | | | | 179,986 | | | | | 274,986 | | Jo Ann Jenkins | | | | 37,500 | | | | | 180,043 | | | | | 217,543 | | Elizabeth Lempres | | | | 80,000 | | | | | 359,995 | | | | | 439,995 | | Heidi G. Miller(3) | | | | 20,000 | | | | | — | | | | | 20,000 | | Diane Neal | | | | 75,000 | | | | | 179,986 | | | | | 254,986 | | Steve Odland | | | | 101,250 | | | | | 179,986 | | | | | 281,236 | | Maria Sastre | | | | 75,000 | | | | | 179,986 | | | | | 254,986 | | Eric D. Sprunk | | | | 91,250 | | | | | 179,986 | | | | | 271,236 | | Jorge Uribe | | | | 75,000 | | | | | 179,986 | | | | | 254,986 | |
| Name | | Fees Earned
or Paid in Cash(1)
($) | | Stock
Awards(2)
($) | | Total
($) | | R. Kerry Clark | | 110,000 | | 180,007 | | 290,007 | | David M Cordani | | 115,000 | | 180,007 | | 295,007 | | Roger W. Ferguson, Jr(3) | | 22,500 | | — | | 22,500 | | Maria Henry | | 110,000 | | 180,007 | | 290,007 | | Jo Ann Jenkins | | 86,250 | | 180,007 | | 266,257 | | Elizabeth Lempres | | 91,250 | | 180,007 | | 271,257 | | Diane Neal | | 86,250 | | 180,007 | | 266,257 | | Steve Odland | | 116,250 | | 180,007 | | 296,257 | | Maria Sastre | | 101,250 | | 180,007 | | 281,257 | | Eric D. Sprunk | | 110,000 | | 180,007 | | 290,007 | | Jorge Uribe | | 86,250 | | 180,007 | | 266,257 |
| (1) | Includes the annual retainer for each director and additional fees for directors who serve as the Independent Lead Director, chair a committee or who serve on the audit committee. Retainers were paid in cash, except Mr. Cordani, Ms. Henry and Mr. Uribe who each received their entire retainer in common stock (1,809, 1,718(1,781, 1,704 and 1,3561,335 shares respectively). Shares issued in lieu of a cash retainer were valued at the closing sales price of our common stock on the NYSE on the quarterly retainer payment dates. |
| (2) | Includes the grant date fair value for 3,3223,034 RSUs granted to each director other than Ms. Jenkins, upon re-electionreelection in fiscal 2020,2022, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718). The grant date fair value is based on $54.18$59.33 per share, the closing price of our common stock on the NYSE on the grant date, September 24, 2019. 28, 2021. |
| | For Ms. Lempres, includes the grant date fair value for an additional 3,354 RSUs granted to her upon attendance at her first board meeting on June 24, 2019. The grant date fair value is based on $53.67 per share, the closing price of our common stock on the NYSE on that date.
|
| For Ms. Jenkins, includes the grant date fair value for 3,383 RSUs granted to her upon attendance at her first board meeting on January 27, 2020. The grant date fair value is based on $53.22 per share, the closing price of our common stock on the NYSE on that date.
|
| At fiscal year-end, each independent director had 3,3223,034 unvested RSUs, except Ms. Jenkins, who had 3,383 units. RSUs. |
| (3) | The independent directors’ equity awards are now delivered entirely in RSUs, though some directors continue to hold previously awarded stock options.
|
| At fiscal year end, the total number of vested stock options held by Mr. Clark was 11,398.
|
(3) | Ms. Boler-Davis and Ms. MillerFerguson served on the board until September 24, 2019,28, 2021, but did not stand for re-election at the company’s 20192021 Annual meeting of Shareholders.
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Notice of 2022 Annual Meeting of Shareholders.Shareholders | 43 |
Table of Contents PROPOSAL NUMBER 2: Approval of the 2022 Stock Compensation Plan  | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE GENERAL MILLS, INC. 2022 STOCK COMPENSATION PLAN. | | Overview Shareholders are asked to vote to approve the General Mills, Inc. 2022 Stock Compensation Plan (the “2022 Plan”). The 2022 Plan is part of a compensation program that: ● Attracts and retains (a) management talent capable of achieving superior business results, and (b) qualified individuals to serve on the company’s board; and ● Aligns the interests of company managers and non-employee directors with those of shareholders by linking a portion of their compensation directly to increases in shareholder value. The 2022 Plan will replace the General Mills, Inc. 2017 Stock Compensation Plan (the “2017 Plan”), which was approved by shareholders at the annual meeting held on September 26, 2017. If shareholders approve the 2022 Plan, it will become effective on September 27, 2022 (the “Effective Date”). Assuming approval of the 2022 Plan, as of the Effective Date, and subject to changes in capitalization as well as the 2022 Plan’s share counting rules, a total of 35,000,000 shares of company common stock (“Common Stock”) (or about 5.9% of our outstanding shares as of July 29, 2022) will be available for awards to be granted under the 2022 Plan. 18,043,828 shares that were available for awards to be granted under the 2017 Plan as of July 29, 2022 will be forfeited for future issuance and no further awards will be granted under the 2017 Plan after the Effective Date. Awards granted between July 29, 2022 and the Effective Date are expected to be minimal. However, for the avoidance of doubt, if shareholders approve the 2022 Plan, grants made from the 2017 Plan between July 29, 2022 and the Effective date will be deducted from the 2022 Plan, less one share that was subject to a stock option or stock appreciation right (SAR) and less one share for every one share that was subject to an award other than a stock option or SAR (a “Full Value Award”) granted under the 2017 Plan. If the 2022 Plan is not approved by shareholders, awards granted will be deducted from the 2017 Plan per the 2017 Plan’s share counting rules. The company has long had an ownership culture in which its officers and non-employee directors are required to build and hold significant amounts of General Mills stock over the course of their careers, thereby aligning their interests with shareholders. Minimum ownership requirements are ten times annual salary for our CEO, five times annual salary for members of the CEO’s senior leadership team and three times annual salary for other corporate officers. Actual stock ownership by senior officers is typically much higher than these ownership requirements. Additionally, we require that non-employee directors keep all of the shares they receive as compensation until they own shares equal in market value to at least five-times their annual retainer, excluding any fees for serving as Independent Lead Director, chairing a committee, or serving on the audit committee. | | | | |
Table of Contents Proposal Number 2: Approval of the 2022 Stock Compensation Plan As part of our Compensation Committee’s recommendation to the Board to approve the 2022 Plan, the Compensation Committee considered advice from its independent compensation consultant, FW Cook. Our equity compensation program aligns the interests of our management-level employees, officers and directors with those of our shareholders. In furtherance of this objective, our Compensation Committee considers two key metrics when approving equity grants: “historical run rate” and “overhang.” | ● | Historical Run Rate. Our historical run rate is equal to the number of shares subject to equity awards granted during a period, assuming the target payout for performance shares, in proportion to our outstanding shares. Our run rate at the end of each of the last three fiscal years was 0.6% for fiscal 2022, 0.5% for fiscal 2021, and 0.7% for fiscal 2020. Our three-year average run rate for fiscal years 2020 through 2022 was 0.6%. | | ● | Fully Diluted Overhang. Our fully diluted overhang is the number of shares subject to equity awards outstanding as of July 29, 2022 plus the number of shares available for future grants in proportion to shares subject to equity awards outstanding as of July 29, 2022 plus the number of shares available for future grants plus our shares outstanding as of July 29, 2022. If the 2022 Plan is approved, our approximate fully diluted overhang as of July 29, 2022 would increase to 8.5% and then will decline over time. |
The following table shows certain information about all outstanding equity awards from previously approved stock plans as of July 29, 2022: | Number of shares that were authorized for future grant under previously approved stock plans(1) | | 18,043,828 | | | | | Number of Full Value awards outstanding | | 4,921,186 | | | | | Number of stock options or SARs outstanding | | 15,152,648 | | | | | Weighted average remaining term of outstanding options/SARs | | 5.74 years | | | | | Weighted average exercise price of outstanding options/SARs | | $56.89 |
| (1) | The only equity plan under which we can grant equity awards is the 2017 Plan. Stock options and SARs awarded reduced the number of shares available for awards by one share for every one share granted. Full Value Awards reduced the number of shares available for awards by one share for every one share delivered, up to 33 percent of the total number of shares available; beyond that, Full Value Awards reduced the number of shares available for awards by six shares for every one share delivered. No further awards will be granted under the 2017 Plan after the Effective Date. The share reserve under the 2022 Plan will be reduced by one share for every one share that was subject to a stock option or SAR granted under the 2017 Plan after July 29, 2022, and prior to the Effective Date, and less one share for every one share that was subject to a Full Value Award granted under the 2017 Plan after July 29, 2022, and prior to the Effective Date. |
| Notice of 2022 Annual Meeting of Shareholders | 45 |
Table of Contents Proposal Number 2: Approval of the 2022 Stock Compensation Plan Best Practices The 2022 Plan reflects best practices in equity compensation and corporate governance. Highlights from the 2022 Plan are as follows: | ● | If approved, the 2022 Plan will provide a share reserve of 35,000,000 (or about 5.9% of our outstanding shares as of July 29, 2022) to be made available for grants of awards. The company expects the shares requested under the 2022 Plan to fund stock grants for at least the next 5 years. The actual amount of time will vary depending on a number of factors, including changes in employee headcount, equity award type mix, future forfeitures and cancellations, future acquisitions, and the company’s stock price. The number of shares requested reflects the company’s intent to maintain its judicious use of equity compensation share usage throughout the term of the 2022 Plan. | | ● | The 2022 Plan limits the issuance of Full Value awards (i.e., Performance Share Units, Performance Units, Restricted Stock, Restricted Stock Units and Unrestricted Stock settled in shares of Common Stock) to 50% of the requested pool of shares. Any Full Value award above this limit decreases the number of authorized shares by 5 shares for each share granted. | | ● | The 2022 Plan provides for performance awards. The Compensation Committee may issue performance awards that vest upon the accomplishment of performance goals over one year or multiple years. Applicable performance goals and performance periods will be established by the Compensation Committee. Performance awards may be denominated in shares of Common Stock or notionally represented by a monetary value. | | ● | Upon a change of control of the company, there is no automatic acceleration of equity awards (no “single trigger”). The 2022 Plan provides for double trigger change of control vesting. The change of control must have been consummated, and the employee participant must have been involuntarily terminated other than for cause, death or disability, or must have voluntarily terminated with good reason within two years of the change of control. For non-employee director participants, a change of control must have been consummated, and the non-employee director participant must have resigned at the company or shareholders’ request or otherwise been replaced, removed, or dismissed from the board. | | ● | Awards issued to officers of the company under the 2022 Plan are subject to the company’s clawback policy. If the company must restate its financial results, and an officer’s actions or omissions are a significant contributing factor to the cause of the restatement, then the compensation committee may use its discretion to adjust the officer’s future compensation, cancel outstanding awards or require repayment of gains realized during a period when inaccurate financial results were publicly reported without correction. | | ● | The 2022 Plan incorporates a broad range of other compensation and governance practices to protect shareholders’ interests, such as no discounted options or SARs; prohibition on repricing without shareholder approval; no cash buyouts of stock options or SARs with exercise prices below fair market value; no reload options or loans to pay for awards; dividends or dividend equivalents on restricted stock and restricted stock units (including Performance Share Units, but excluding Performance Units) are payable only at vesting of the underlying awards; no dividend or dividend equivalent rights on options or SARs; no transfer of awards for consideration to third parties; and restrictive share counting provisions that prohibit “liberal share recycling”. |
Table of Contents Proposal Number 2: Approval of the 2022 Stock Compensation Plan Summary of Material Features of the 2022 Plan The summary of the material features of the 2022 Plan that follows is subject to the full text of the 2022 Plan that is contained in Appendix B to this Proxy Statement. | Plan Term: | | September 27, 2022 through September 30, 2032, or such earlier date as determined by the board or the Compensation Committee (the “Committee”), whichever occurs first. | | Eligible Participants: | | Only employees of General Mills and its subsidiaries and affiliates (“Employee Participants”) and non-employee directors of General Mills (“Non-Employee Director Participants”) are eligible to receive awards under the 2022 Plan. The Committee determines which employees are eligible to participate. The primary recipients of awards under the 2022 Plan will be our non-employee directors, officers, other key employees and managers. As of May 29, 2022, there were 10 non-employee directors and approximately 32,500 full and part-time employees of General Mills and its subsidiaries, of which approximately 1,900 were officers, other key employees, and managers. | | Shares Authorized: | | Assuming approval of the 2022 Plan, as of the Effective Date, and subject to changes in capitalization as well as the 2022 Plan’s share counting rules, a total of 35,000,000 shares of Common Stock will be available for awards granted under the 2022 Plan, less one share for every one share that was subject to a stock option or SAR granted under the 2017 Plan after July 29, 2022 and prior to the Effective Date, and less one share for every one share that was subject to a Full Value Award granted under the 2017 Plan after July 29, 2022 and prior to the Effective Date. | Recent Market Value per
Share: | | $74.79 closing sales price on the New York Stock Exchange on July 29, 2022. | | Award Types: | | Stock Options. The Committee may award Employee Participants stock options (“Stock Options”) to purchase a fixed number of shares of Common Stock. The grant of a Stock Option entitles the Employee Participant to purchase shares of Common Stock at an “Exercise Price” established by the Committee which shall not be less than 100% of the Fair Market Value of the Common Stock on the date of grant (other than in the case of substitute awards), and may exceed the Fair Market Value on the grant date, at the Committee’s discretion. “Fair Market Value” shall equal the closing price on the New York Stock Exchange of the Common Stock on the applicable date. Stock Appreciation Rights. The Committee may award Employee Participants stock appreciation rights or SARs. A SAR is a right to receive, upon exercise of that right, an amount, which may be paid in cash, shares of Common Stock, or a combination thereof in the complete discretion of the Committee, equal to or less than the difference between the Fair Market Value of one share of Common Stock as of the date of exercise and the Fair Market Value of one share of Common Stock on the date of grant. Restricted Stock and Restricted Stock Units. The Committee may grant Employee Participants and Non-Employee Director Participants, subject to certain restrictions, shares of Common Stock (“Restricted Stock”) or the right to receive shares of Common Stock or a monetary amount, which could be settled in such shares or in cash or a combination thereof (“Restricted Stock Units”). Performance Share Units and Performance Units. The Committee may grant to Employee Participants a right to receive either a number of shares of Common Stock (“Performance Share Units”) or a monetary amount, which could be settled in such shares or in cash or a combination thereof (“Performance Units”), determined based on the extent to which applicable performance goals are achieved. Unrestricted Stock. Non-Employee Director Participants may affirmatively elect to receive all or a specified percentage of any cash retainer or fees received in shares of Common Stock (“Unrestricted Stock”). Subject to the 2022 Plan limits, the Committee has the discretionary authority to determine the size of an award, if it will be tied to meeting performance-based requirements and if any performance awards, SARs or Restricted Stock Units will be settled in Common Stock or cash. |
| | | | | | | | 32 | | | GENERAL MILLS, INC. - Notice of 20202022 Annual Meeting of Shareholders and Proxy Statement | 47 |
Table of Contents Proposal Number 2: Approval of the 2022 Stock Compensation Plan
OWNERSHIP OF GENERAL MILLS COMMON STOCK BY DIRECTORS, OFFICERS AND CERTAIN BENEFICIAL OWNERS
The following table shows the amount of General Mills common stock beneficially owned by (a) each director and director nominee, (b) each named executive officer listed
Full Value Awards (Performance Share Units, Performance Units, Restricted Stock and Restricted Stock Units settled in the Summary Compensation Table, (c) all directors, director nominees and executive officers as a group and (d) each person or group owning more than 5 percent of our outstanding shares. Unless otherwise noted, all amounts are as of July 24, 2020, and the shareholders listed in the table have sole voting and investment power with respect to the shares owned by them. | | | | | | | | | | | | | | | | | | | Amount and Nature of Beneficial Ownership | Name of Beneficial Owner | | Shares(1) | | Exercisable Options(2) | | Percent of Class | Richard C. Allendorf | | | | 49,042 | | | | | 118,524 | | | | | * | | Kofi A. Bruce | | | | 7,846 | | | | | 45,450 | | | | | * | | John R. Church | | | | 56,334 | (3) | | | | 263,739 | | | | | * | | R. Kerry Clark | | | | 50,697 | | | | | 11,398 | | | | | * | | David M. Cordani | | | | 29,824 | | | | | — | | | | | * | | Roger W. Ferguson Jr. | | | | 17,889 | | | | | — | | | | | * | | Jeffrey L. Harmening | | | | 160,468 | (4) | | | | 360,031 | | | | | * | | Maria G. Henry | | | | 23,122 | | | | | — | | | | | * | | Jo Ann Jenkins | | | | 3,383 | | | | | — | | | | | * | | Elizabeth C. Lempres | | | | 6,676 | | | | | — | | | | | * | | Donal L. Mulligan | | | | 182,339 | (5) | | | | 313,657 | | | | | * | | Diane L. Neal | | | | 7,625 | | | | | — | | | | | * | | Jonathon J. Nudi | | | | 26,219 | | | | | 149,295 | | | | | * | | Steve Odland | | | | 154,958 | | | | | — | | | | | * | | Maria A. Sastre | | | | 8,545 | | | | | — | | | | | * | | Erik D. Sprunk | | | | 16,788 | | | | | — | | | | | * | | Jorge A. Uribe | | | | 16,985 | (6) | | | | — | | | | | * | | All directors, nominees and executive officers as a group (26 persons) | | | | 1,190,761 | (7) | | | | 1,934,759 | | | | | * | | The Vanguard Group, Inc. | | | | 49,122,795 | (8) | | | | — | | | | | 8.0 | | BlackRock, Inc. | | | | 46,559,367 | (9) | | | | — | | | | | 7.6 | | State Street Corporation | | | | 36,337,142 | (10) | | | | — | | | | | 5.9 | |
* | Indicates ownership of less than 1 percentCommon Stock) are limited to 50% of the total outstanding shares.number of shares available, subject to the share counting provisions below.
Awards in excess of 2 million shares or units in the aggregate may not be issued to any single Employee Participant per fiscal year. The total value of awards payable in cash to any single Employee Participant for a fiscal year may not exceed $20 million. The fair market value of all compensation granted to any Non-Employee Director Participant for board service rendered during any board year (the period from one annual shareholders’ meeting to the next) may not exceed $800,000. This limit does not apply to any non-employee director who is designated as chair of the board who is subject to a higher limit. | | Share Counting: | | Shares subject to Stock Options and SARs will reduce the shares available for awards by one share for every one share granted. Full Value Awards (Performance Share Units, Performance Units, Restricted Stock, Restricted Stock Units and Unrestricted Stock settled in shares of Common Stock) reduce the shares available for awards by one share for every one share awarded, up to 50% of the total number of shares available; beyond that, they reduce the number of shares available for awards by 5 shares for every one share awarded. Common Stock covered by an award granted under the 2022 Plan (or, after the Effective Date, an award previously granted under the 2017 Plan) which is forfeited, or which expires or otherwise terminates without being exercised, or settled, or is settled in cash (in whole or in part) or otherwise does not result in the issuance of all or a portion of the Common Stock subject to such Award (or award under the 2017 Plan, as applicable), will be deemed not to be granted (or, with respect to 2017 Plan awards, as applicable, will be added) for purposes of determining the maximum number of shares of Common Stock available for Awards under the 2022 Plan. If (i) any Stock Option or SAR (or, after the Effective Date, any stock option or SAR previously granted under the 2017 Plan) is exercised through the delivery of Common Stock in satisfaction of the exercise price, (ii) withholding tax requirements arising upon exercise of any Stock Option or SAR (or, after the Effective Date, any stock option or SAR previously granted under the 2017 Plan) are satisfied through the withholding of Common Stock otherwise deliverable in connection with such exercise, or (iii) any shares of Common Stock are repurchased with proceeds received from the exercise of a Stock Option (or, after the Effective Date, a stock option previously granted under the 2017 Plan), the full number of shares of Common Stock underlying any such Stock Option or SAR (or, after the Effective Date, any stock option or SAR previously granted under the 2017 Plan), or portion thereof being so issued, will count against the maximum number of shares available for grants under the 2022 Plan and not be available for reissuance under the 2022 Plan. Additionally, if withholding tax requirements are satisfied through the withholding of Common Stock otherwise deliverable in connection with the vesting of any award under the 2022 Plan (or, after the Effective Date, any award previously granted under the 2017 Plan) any shares so withheld will count against the maximum number of shares available for grants under the 2022 Plan and not be available for reissuance under the 2022 Plan. Upon forfeiture, termination, or expiration of any awards (or, after the Effective Date, any awards previously granted under the 2017 Plan) prior to the vesting or earning/ settlement date, the shares of Common Stock subject to such awards will again be available for awards under the 2022 Plan pursuant to the prior paragraph and added back to the maximum number of shares of Common Stock available for awards under the 2022 Plan in the same multiple as they were awarded pursuant to the 2022 Plan’s share counting provisions (or the same multiple as they were awarded pursuant to the 2017 Plan, as applicable). |
(1)48 | Includes:
General Mills Inc. |
SharesProposal Number 2: Approval of our common stock allocated to participant accounts under our 401(k) Plan;
RSUs that vest within 60 days of July 24, 2020, as to which the beneficial owner currently has no voting or investment power: 3,322 RSUs for each independent director except 3,383 for Ms. Jenkins; and 36,603 RSUs for all directors, nominees and executive officers as a group; and
2022 Stock units that have vested and been deferred, as to which the beneficial owner currently has no voting or investment power: 27,641 units for Mr. Clark; 14,567 units for Mr. Ferguson Jr.; 89,564 units for Mr. Harmening; 4,303 units for Ms. Neal; 15,283 units for Mr. Nudi; 56,785 units for Mr. Odland; 4,223 units for Ms. Sastre; 13,466 units for Mr. Sprunk; and 442,400 units for all directors, nominees and executive officers as a group. Compensation Plan (2) | Includes options that were exercisable on July 24, 2020 Exercise of Stock Options
and options that become exercisable within 60 days of July 24, 2020.
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| | | | | | | | | Stock Appreciation
Rights: | | The exercise price of Stock Options and Stock Appreciation Rights granted under the 2022 Plan may not be less than the Fair Market Value of our Common Stock on the date of grant (other than in the case of substitute awards), and the term may not be longer than 10 years and one month. | | Vesting: | | As determined by the Board for the CEO and Committee for officers, but generally for Employee Participants, not less than three years for Stock Options, Stock Appreciation Rights, Restricted Stock and Restricted Stock Units to fully vest. Determined by the board for Non-Employee Directors, but subject to a minimum vesting period of at least one board service year. Up to 5% of authorized shares may be granted with full vesting periods shorter than three years for Employee Participants, and one year for Non-Employee Director Participants. For the avoidance of doubt, the prior sentence does not limit the Committee’s discretion to provide for accelerated exercisability or vesting of an award, including, but not limited to, in cases of death, disability, retirement or a change of control. Performance awards vest upon the accomplishment of performance goals over one year or multiple years. Applicable performance goals and performance periods will be established by the Committee. The Committee may adjust the value of awards based on performance criteria or as it otherwise determines in its discretion to be appropriate. It may also require forfeiture of all or part of the performance award in the event that additional conditions are not met, for example, if the employee award is terminated prior to the expiration of any service conditions. | GENERAL MILLS, INC.Dividends and Dividend
Equivalents: - | | At the discretion of the Committee, Restricted Stock and Restricted Stock Units (including Performance Share Units, but excluding Performance Units) may be credited with amounts equal to the sum of all dividends and other distributions paid by the company during the prior quarter on that equivalent number of shares of Common Stock. Notwithstanding the previous sentence, any dividends, dividend equivalents or other distributions so credited will be distributed (in either cash or shares of Common Stock, with or without interest or other earnings, as provided in the award agreement at the discretion of the Committee) to the Participant only if, when, and to the extent the conditions imposed on the underlying award are satisfied, and in an amount equal to the sum of all quarterly dividends and other distributions paid by the Company during the applicable restricted period on the equivalent number of shares of Common Stock which become unrestricted. | | Adjustments: | | In the event of certain corporate transactions, including a special dividend, recapitalization, stock split, reverse stock split, combination of shares, reorganization, merger, consolidation, spin-off, repurchase or exchange of our common stock or similar event affecting our Common Stock, the number and kind of shares granted under the 2022 Plan will be adjusted appropriately. | | Transferability: | | Stock Options and SARs granted under the 2022 Plan are transferable only by the Employee Participant’s last will and testament, or by the applicable laws of descent and distribution. Restricted Stock, Restricted Stock Units and performance awards may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of until the applicable restrictions lapse. Any permitted transfer will be without consideration. | | Change of Control: | | Vesting of Employee Participant outstanding awards accelerates upon the consummation of a change of control and one of the following double trigger vesting requirements: (1) involuntary termination other than for cause within 24 months of the change of control, (2) voluntary termination for good reason within 24 months of the change of control for certain senior executives, or (3) there is no adequate replacement award and/or the awards are not assumed. In addition, Committee may cancel and settle Stock Options and SARs for cash. Vesting of Non-Employee Director Participant outstanding awards accelerates upon the consummation of a change of control and one of the following double-trigger vesting requirements: (1) the Non-Employee Director Participant, at the request of the company or its shareholders following a change of control, resigns or is otherwise replaced, removed or dismissed from the board, or (2) there is no adequate replacement award and/or the awards are not assumed. |
| | Notice of 20202022 Annual Meeting of Shareholders and Proxy Statement | 49 |
Table of Contents Proposal Number 2: Approval of the 2022 Stock Compensation Plan | Administration: | | 33The 2022 Plan will be administered by the Committee. The Committee may interpret the 2022 Plan and establish, amend and rescind any rules relating to the 2022 Plan. The Committee may delegate all or part of its responsibilities. |
OWNERSHIP OF GENERAL MILLS COMMON STOCK BY DIRECTORS, OFFICERS AND CERTAIN BENEFICIAL OWNERS
(3)Amendments: | Includes 26,083
| Subject to approval of the board, where required, the Committee may terminate, amend or suspend the 2022 Plan, provided that no action may be taken by the Committee or the board (except those described earlier in the Adjustments section) without the approval of the shareholders to: (1) increase the number of shares held inthat may be issued; (2) permit granting of Stock Options or SARs having an exercise price less than Fair Market Value; (3) permit the repricing of outstanding Stock Options or SARs; or (4) amend individual trusts by either Mr. Church or his spouse, for which they serve as trustees, and 3,823 shares owned by Mr. Church’s spouse.limits on awards. |
(4) | Includes 61,581 shares held in individual trusts by Mr. Harmening or his spouse, for which they serve as trustees.
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(5) | Includes 177,551 shares owned jointly by Mr. Mulligan and his spouse.
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(6) | Includes shares held in individual trusts by Mr. Uribe, for which he serves as trustee.
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(7) | Includes 399,5113 shares held solely by, jointly by, or in trust for the benefit of family members.
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(8) | Based on information contained in a Schedule 13G/A filed with the SEC on February 12, 2020 by The Vanguard Group and its subsidiaries (“Vanguard”), at 100 Vanguard Blvd., Malvern, Pennsylvania 19355. The filing indicated that as of December 31, 2019, Vanguard had sole investment power over 48,079,199 of these shares and shared investment power over 1,043,596 of these shares. The filing also indicated that as of December 31, 2019, Vanguard had sole voting power over 893,454 of these shares and shared voting power over 202,031 of these shares.
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(9) | Based on information contained in a Schedule 13G/A filed with the SEC on February 5, 2020 by BlackRock, Inc. and its subsidiaries (“BlackRock”), at 55 East 52nd Street, New York, New York 10055. The filing indicated that as of December 31, 2019, BlackRock had sole investment power over all of these shares, and sole voting power over 40,367,850 of these shares.
|
(10) | Based on information contained in a Schedule 13G filed with the SEC on February 13, 2020 by State Street Corporation and its subsidiaries (“State Street”), at State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111. The filing indicated that as of December 31, 2019, State Street had shared investment power over all of these shares, and shared voting power over 32,870,409 of these shares.
|
DelinquentU.S. Federal Income Tax Consequences
The following is a summary of certain U.S. federal income tax consequences arising from and relating to participation in the 2022 Plan. This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential tax consequences that may apply with respect to participation in the 2022 Plan. Stock Options and Stock Appreciation Rights. Generally, no federal income tax is payable by a participant upon the grant of a Stock Option or Stock Appreciation Right and we are not entitled to claim a tax deduction upon the grant. Under current tax laws, if a participant exercises a Stock Option or Stock Appreciation Right he or she will be taxed at ordinary income rates on the difference between the fair market value of the Common Stock on the exercise date and the option price or, in the case of a Stock Appreciation Right, the fair market value of the stock on the date of grant. The company will be entitled to a corresponding deduction at the time the participant recognizes ordinary income, to the extent that the amount of income satisfies the general rules regarding deductibility of compensation, including those in Section 16(a) Reports162(m) of the Internal Revenue Code. Performance Awards, Restricted Stock and Restricted Stock Units. Performance awards and awards of Restricted Stock and Restricted Stock Units under the 2022 Plan generally are not subject to federal income tax when awarded and the company is not entitled to claim a tax deduction at the time of the award. Restricted Stock is generally subject to ordinary income tax at the time the restrictions lapse, unless the participant properly files an election with the Internal Revenue Service to accelerate tax recognition to the date of the award. Performance awards and Restricted Stock Units are generally subject to ordinary income tax at the time of payment. Any dividends received with respect to unvested Restricted Stock, or dividend equivalents received with respect to Restricted Stock Units or performance awards will be taxable as ordinary income at the time of payment. In these cases, the company is entitled to a corresponding deduction at the time the participant recognizes ordinary income, to the extent that the amount of income satisfies the general rules regarding deductibility of compensation, including those in Section 16(a)162(m) of the Internal Revenue Code. Application of Section 16. Special rules may apply in the case of participants subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, among others, to file1934. Unless a special election with the SECInternal Revenue Service to accelerate tax recognition to the time of exercise is made under the tax laws, shares of stock acquired pursuant to an initial reportaward may be treated as restricted for a period of ownershipup to six months after the date of ourexercise. Accordingly, the amount of ordinary income recognized, and the amount of the company’s deduction, may be determined based on the fair market value of the stock as of the end of that period. Taxable ordinary income recognized by a participant upon exercise of a Stock Option or Stock Appreciation Right; lapse of restrictions on Form 3Restricted Stock; and reportspayment of changes in ownership on Form 4Restricted Stock Units, performance awards, or Form 5. Asdividends or dividend equivalents will be treated as wages subject to income and employment tax withholding. With respect to stock awards other than Stock Options or Stock Appreciation Rights, employment taxes (e.g., FICA) are generally payable upon lapse of applicable forfeiture restrictions, even if payment of underlying shares occurs at a matterlater date. The company’s intent is that awards issued under the 2022 Plan either comply with or are exempt from Section 409A of practice, our staff assists our executive officers and directors in preparing initial ownership reports and reporting ownership changes, and typically files those reports on their behalf. Based solely on a review of reports filed with the SEC and on written representations from reporting individuals, we believeInternal Revenue Code; however, the company makes no representation that any or all of the required reports forawards or payments under the 2022 Plan will be exempt from or comply with Section 409A, and makes no undertaking to preclude Section 409A from applying.
New Plan Benefits No benefits or amounts have been granted, awarded or received under the 2022 Plan. In addition, the Committee will determine the number and types of awards that will be granted under the 2022 Plan. Therefore, it is not possible to determine the benefits that will be received by the eligible participants if the 2022 Plan is approved by our officers and directors were filed on a timely basis under Section 16(a) for fiscal year 2020, except for a late Form 4 filing on February 25, 2020 to report a stock distribution to Mr. Jorge Uribe, which was delayed due to a miscommunication with our transfer agent, and a late Form 4 filing on August 14, 2019 for Jodi Benson to report shares disposed for taxes on July 15, 2019, which was delayed due to administrative error. shareholders.
Table of Contents Proposal Number 2: Approval of the 2022 Stock Compensation Plan Equity Compensation Plan Information The following table provides certain information as of May 29, 2022 with respect to our equity compensation plans: | Plan Category | | Number of
Securities to
be Issued upon
Exercise of
Outstanding
Options,
Warrants and
Rights
(1) | | | Weighted-Average
Exercise Price
of Outstanding
Options, Warrants
and Rights
(2)(a) | | | Number of
Securities
Remaining Available
for Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities Reflected
in Column (1))
(3) | | | Equity compensation plans approved by security holders | | | 22,511,469 | (b) | | $ | 55.39 | | | | 20,262,734 | (d)(e) | | Equity compensation plans not approved by security holders | | | 103,215 | (c) | | $ | – | | | | – | | | Total | | | 22,614,684 | (b) | | $ | 55.39 | | | | 20,262,734 | |
| (a) | | | | | Only includes the weighted-average exercise price of outstanding options, whose weighted-average term is 5.36 years. | | (b) | Includes 15,005,497 stock options, 3,656,802 restricted stock units, 1,573,928 performance share units (assuming pay out for target performance) and 2,275,242 restricted stock units that have vested and been deferred. | | (c) | Includes 103,215 restricted stock units that have vested and been deferred. These awards were made in lieu of salary increases and certain other compensation and benefits. We granted these awards under our 1998 Employee Stock Plan, which provided for the issuance of stock options, restricted stock and restricted stock units to attract and retain employees and to align their interests with those of shareholders. We discontinued the 1998 Employee Stock Plan in September 2003, and no future awards may be granted under that plan. | | (d) | Includes stock options, restricted stock, restricted stock units, shares of unrestricted stock, stock appreciation rights and performance awards that we may award under our 2017 Stock Compensation Plan, which had 20,662,734 shares available for grant at May 29, 2022. No further awards will be granted under the 2017 Plan after the Effective Date. | | (e) | The table above shows our outstanding equity awards as of fiscal year end. |
No additional shares will be issued under the 2017 Stock Compensation Plan after the 2022 Annual Meeting if the 2022 Plan is approved. Our common shares outstanding as of July 29, 2022, the record date for the 2022 Annual Meeting, was approximately 595,710,279 shares. The number of common shares outstanding as of the record date reflects reductions as a result of share repurchases from May through July. | Notice of 2022 Annual Meeting of Shareholders | 3451 |
Table of Contents PROPOSAL NUMBER 3: Advisory Vote on Executive Compensation | | | |  | GENERAL MILLS, INC. - NoticeTHE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RESOLUTION APPROVING, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
| | We provide our shareholders with an annual advisory vote on the compensation of 2020our named executive officers, as required pursuant to Section 14A of the 1934 Exchange Act. At the 2021 Annual Meeting, approximately 95% of the votes cast supported our executive compensation program. Our compensation committee reviewed the results of the advisory vote and also considered feedback from several of our largest shareholders on our executive compensation program. The compensation committee recognizes that effective practices evolve, and the committee will continue to consider changes as needed to keep our executive compensation program competitive and tightly linked to performance. Consistent with our shareholders’ preference and prevailing demand, we expect to hold an advisory vote on executive compensation every year. This year, we are asking shareholders to approve the following resolution: RESOLVED, that the shareholders approve the compensation paid to the company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including in the Compensation Discussion and Analysis section, and the compensation tables and related narrative in the Executive Compensation section, of the Proxy Statement for the 2022 Annual Meeting of ShareholdersShareholders. The advisory vote will not be binding on the compensation committee or the board. However, they will carefully consider the outcome of the vote and Proxy Statement | | take into consideration any specific concerns raised by investors when determining future compensation arrangements. |
ADVISORY VOTE ON
EXECUTIVE
COMPENSATION
The board of directors unanimously recommends a vote FOR the resolution approving, on an advisory basis, the compensation of our named executive officers.
We provide our shareholders with an annual advisory vote on the compensation of our named executive officers. At the 2019 Annual Meeting, approximately 94 percent of the votes cast supported our executive compensation program.
Our compensation committee reviewed the results of the advisory vote and also considered feedback from several of our largest shareholders on our executive compensation program. The compensation committee recognizes that effective practices evolve, and the committee will continue to consider changes as needed to keep our executive compensation program competitive and tightly linked to performance.
Consistent with our shareholders’ preference and prevailing demand, we expect to hold an advisory vote on executive compensation every year. This year, we are asking shareholders to approve the following resolution:
RESOLVED, that the shareholders approve the compensation paid to the company’s named executive officers, as disclosed in the Compensation Discussion and Analysis section, and the compensation tables and related narrative in the Executive Compensation section, of the Proxy Statement for the 2020 Annual Meeting of Shareholders.
The advisory vote will not be binding on the compensation committee or the board. However, they will carefully consider the outcome of the vote and take into consideration any specific concerns raised by investors when determining future compensation arrangements.
| 52 | | | | | | | | | | | GENERAL MILLS, INC. - Notice of 2020 Annual Meeting of Shareholders and Proxy Statement | | 35General Mills Inc. |
Table of Contents EXECUTIVE COMPENSATIONExecutive Compensation
Compensation Discussion and& Analysis This section provides an overview of our compensation philosophy, the key elements of our executive compensation program and the compensation actions for our named executive officers (“NEOs”) in the context of our company strategy and our fiscal 20202022 performance. Executive Compensation At-A-Glance Fiscal 2022 Named Executive Officers | Fiscal 2020 Named Executive Officers
Jeffrey L.
Harmening
Chairman and
Chief Executive
Officer Jonathon J. Nudi, Group President, North America Retail
Kofi A. Bruce, Chief Financial Officer
John R. Church, Chief Supply Chain Officer
Richard C. Allendorf, General Counsel and Secretary
Donal L. Mulligan, Senior Advisor and Former Chief Financial Officer
|
| | | | | | | | | | | | | Existing
Policies and
Practices | | ü
| | What we do:
| | ×
| | What we don’t do:
| | | | | | ü Significant alignment between pay and performance
ü PSUs granted to all NEOs and other company officers
ü Challenging quantitative company performance measures aligned with strategic priorities
ü Clawback policy
ü Rigorous stock ownership requirements
ü Tally sheets reviewed in connection with compensation decision making
ü Annual risk assessment of pay programs
ü Annual say-on-pay vote
ü Direct engagement with shareholders
ü Double-trigger change in control vesting provisions
ü Fully independent compensation consultant
ü Executive session at each compensation committee meeting
| | | | | | × No employment contracts for NEOs
× No officer or director hedging or pledging of company stock
× No corporate aircraft
× No excise tax gross up
× No payment of dividend equivalents on unvested shares or options
× No repricing or back dating of options
|
| | | | | | | | 36 | | | GENERAL MILLS, INC.Jonathon J. Nudi
- Notice of 2020 Annual Meeting of Shareholders and Proxy StatementGroup President,
North America Retail | | Kofi A. Bruce
Chief Financial
Officer | | Jaime
Montemayor
Chief Digital
and Technology
Officer | | Richard C.
Allendorf
Former General
Counsel and
Secretary | | John R. Church
Former Chief
Transformation
and Enterprise
Services Officer |
EXECUTIVE COMPENSATION
Executive Summary
Our Business Priorities and Pay forFiscal 2022 Performance HighlightsOverview
Our fundamental financial goal is to generate superiortop-tier returns for our shareholders over the long-term. We believe achieving that goal requires us to generate a consistent balance of net sales growth, margin expansion, cash conversion and cash return to shareholders over time. Our executive compensation program and the compensation decisions of the compensation committee are closely aligned with the company’s business strategies, priorities and long-term growth objectives. In particular, the annual incentive targets we set at the beginning of the year are based on financial objectives and priorities approved by the board and communicated to investors. Fiscal 2020 was a year of significant challenge and change in the external environment. WeIn fiscal 2022, we successfully adapted to the uncertaintyvolatile operating environment, responding quickly to significant increases in input cost inflation and elevated demandsupply chain disruptions and keeping our brands available for our products created by the COVID-19 pandemic,customers and consumers. As a result, we executedwere able to deliver strong financial results while remaining focused on the healthgrow organic net sales, adjusted operating profit and safetyadjusted diluted EPS ahead of our employees, as
well as the needs of our customers, consumers and communities. Prior to the outbreak of the COVID-19 pandemic, we had made significant progress against our key priorities and expected to meet or exceed each of the key full-year financial targets we communicated to investorsset at the beginning of the fiscal 2020. The virus outbreak hadyear. Looking back at the year, we accomplished what we set out to do at the beginning: competing effectively everywhere we play, navigating a significant impactdynamic supply chain environment and executing our portfolio and organizational reshaping actions without disrupting our base business. Our consistent focus on consumer demand acrossthese priorities shaped our major markets, includingdecisions throughout the year and was instrumental in driving an increased demand for food at home and a corresponding decrease in demand for away-from-home food.our strong financial performance. Consequently, our full-year results significantly exceeded our initial annual targets for organic net sales growth, constant-currency growth in adjusted operating profit and adjusted diluted earnings per share (“EPS”) and free cash flow conversion. Our fiscal 20202022 performance and resulting incentive payouts reflect strong execution against our business plans and the strengthresilience of our brands, superior supply chain execution and strong partnership with our customersteams to maintain a high standard of service duringin a difficult time.
challenging environment. | | | | | | | | | | | GENERAL MILLS, INC. - Notice of 20202022 Annual Meeting of Shareholders and Proxy Statement | | 3753 |
Table of Contents
EXECUTIVE COMPENSATIONExecutive Compensation
Financial Highlights that Align with Our Pay for Performance | | | Delivering on Ourour Key Priorities | | HighlightsIn fiscal 2022, we successfully adapted to the volatile operating environment, responding quickly to significant increases in input cost inflation and supply chain disruptions and keeping our brands available for Fiscal 2020our customers and consumers. As a result, we were able to grow organic net sales, adjusted operating profit, free cash flow and adjusted diluted EPS. We achieved each of the three priorities we established at the beginning of the year:
| 
üWe acceleratedcontinued to compete effectively, everywhere we play, including holding or growing market share in 70% of our global priority businesses. We generated organic net sales growth rate compared to our fiscal 2019 performance, driven by strong execution to meet elevated demand during the COVID-19 pandemic, healthy levels of innovation and a significant increase in capabilities and brand-building investment.
üWe maintained our strong adjusted operating profit margins. The combinationacross each of our continuedfour operating segments, fueled by compelling brand building and innovation across our leading brands, and supported with strong levels of Holistic Margin Management savings, volume growthnet price realization in response to significant input cost inflation.
We successfully navigated the dynamic supply chain environment,which was characterized by steadily increasing input cost inflation, reaching 8% for the full year, and record levels of supply chain disruptions affecting our sourcing, manufacturing and logistics operations. We leveraged our SRM capability to accelerate pricing actions in the face of increasing inflation, generating 7 points of positive organic net price realization and mix offset input inflationfor the year. And we moved quickly to address supply chain disruptions and increased investmentsoutpace our competition in brand buildingterms of on-shelf availability for our brands.
We executed our portfolio and capabilities, resulting inorganizational reshaping actions without disrupting our base business.We announced or closed seven different acquisitions and divestitures during the year, including the acquisition of Tyson Foods’ pet treat business and the divestitures of our European Yoplait operations and Helper and Suddenly Salad businesses, helping further upgrade the growth profile of our portfolio. And we successfully implemented significant growth in constant-currency adjustedchanges to our organizational structure, including streamlining our North America Retail operating profitunit structure, realigning our North America Foodservice segment and adjusted diluted EPS*. üWe reducedshifting our leverage. Our continued cash discipline deliveredU.S. convenience stores business into North America Retail, creating a significant reduction in core working capitalnew International segment and strong free cash flow conversion*, resulting in reduced debtadjusting our go-to-market model across many global markets, and an important decrease inestablishing a new Strategy & Growth organization tasked with advancing many aspects of our leverage ratio.Accelerate strategy.
| | Exceeding our
Financial Targets üNet sales
increased 5 percent5% to $17.6
$19.0 billion and organic net sales increased 4 percent6% compared to year-ago levels and a fiscal 2020 target of 1.8 percent* levels*. | üOperating profit
increased 17 percent11% to $3.0
$3.5 billion and adjusted operating profit of $3.0$3.2 billion increased 7 percent2% on a constant-currency basis*. | ü Diluted EPS increased 23 percent to $3.56 and adjusted diluted EPS of $3.61 increased 12 percent on a constant-currency basis against a fiscal 2020 target of 5 percent*.
üNet cash provided by
operations totaled $3.7
$3.3 billion in fiscal 20202022 representing a conversion rate of 166 percent121% of net earnings. This cash generation supported capital investments totaling $461$569 million, and our resulting free cash flow was $3.2$2.7 billion at a conversion rate of 143 percent*113%*. ü Our net debt-to-adjusted earnings before net interest, income taxes, depreciation and amortization ratio was 3.2, which was favorable compared to our fiscal 2020 target of 3.5*.
ü Leading brands and superior execution led to strong in-market performance for our North America Retail segment, including market share gains in 9 of its 10 largest U.S. categories in the fourth quarter.
| Pay for PerformanceDiluted EPS
increased 17% to
$4.42 The fiscal 2020 annual incentive performance achievement percentageand adjusted diluted EPS of 170% reflects strong performance, execution and leadership in fiscal 2020 amid significant challenges and uncertainty.
The fiscal 2018 – fiscal 2020 PSU performance achievement percentage of 147% reflects the strengthening of our organic net sales and cumulative free cash flows over the 3-year performance period and strong financial results in fiscal 2020.
$3.94 increased 4% on a constant-currency basis*. |
| | | * | Organic net sales, adjusted operating profit (on a constant-currency basis), adjusted diluted EPS (on a constant-currency basis), free cash flow and free cash flow conversion rate and net debt-to-adjusted earnings before net interest, income taxes, depreciation and amortization ratio are non-GAAP measures. For more information on the use of non-GAAP measures in the Proxy Statement, and a reconciliation of non-GAAP measures to the most directly comparable GAAP measures, see Appendix A. |
Executive Compensation Compensation Policies and Practices | | RobustCompensationProgram Governance | | | | | | ● Clawback policy ● Tally sheets reviewed in connection with compensation decision making ● Annual risk assessment of pay programs ● Double-trigger change in control vesting provisions ● Fully independent compensation consultant ● Executive session at each compensation committee meeting ● No employment contracts for NEOs ● No excise tax gross up | | | | | | AlignmentbetweenPay andPerformance | | 38● PSUs granted to all NEOs and other company officers
● Significant alignment between pay and performance ● Challenging quantitative company performance measures aligned with strategic priorities | | | | GENERAL MILLS, INC.Stock - Notice of 2020 Annual Meeting of Shareholders and Proxy StatementOwnershipBest Practices | | ● Rigorous stock ownership requirements ● No officer or director hedging or pledging of company stock ● No payment of dividend equivalents on unvested equity awards ● No repricing or back dating of options | | | | | ShareholderAccountability | | ● Annual say-on-pay vote ● Direct engagement with shareholders |
Market Trends and Shareholder Feedback
EXECUTIVE COMPENSATIONOur executive compensation team and the compensation committee’s independent consultant discuss market trends, investor expectations and shareholder feedback on executive compensation matters with the compensation committee on a regular basis. Based on these discussions, for fiscal 2022, the compensation committee added a relative TSR modifier to PSU awards for all officers to further align our long-term incentives with our performance. PSUs continue to make up 50% of our long-term incentive grants for NEOs. The remaining 50% of our long-term incentive is comprised 25% of restricted stock units (“RSUs”) and 25% of stock options.
Compensation Philosophy Our compensation program is designed to attract, motivate, reward and retain superior leaders who consistently pursue initiatives and execute strategies that contribute to strong company performance and total return to shareholders that are in the top tier of our industry. The compensation committee bases its compensation decisions on the following core principles: •● | | Compensation design supports our business strategy:Our compensation program is closely aligned with our long-term growth model and strategic priorities. Incentive performance measures closely track our externally communicated financial |
| | objectives, and long-term incentives create significant alignment between the interests of our executives and those of our shareholders. |
•● | | Pay is performance-based:A significant percentage of our NEOs’ compensation is at risk and variable based on the annual and long-term performance of the company. |
•● | | Compensation opportunities are competitive:Given that the competition for talent in the consumer packaged goods industry is intense, the compensation opportunities for each NEO based on time in role, have been designed to ensure that they are competitive with our industry peer group. |
Significant Percentage of Executive Pay Is At Risk
Since executive compensation is paid principally in the form of annual and long-term incentive awards, a significant percentage of executive pay is at risk and variable based on the annual and long-term performance of the company. Performance share units, which comprise 50% of the long-term incentive award, will only be paid at the end of the three-year performance period if 3-year targets are achieved. Stock options and restricted stock units, which comprise the remaining 50% of the long-term incentive awards, derive their value directly from the company’s common stock price appreciation, which in the long-term is a reflection of company performance and is directly linked to shareholder returns.
• | | Performance Share Units: Can be rendered worthless if company performance for any three-year period is below threshold.
|
• | | Stock Options: Have no value if the company’s common stock price does not appreciate prior to expiration of the stock options.
|
• | | Restricted Stock Units: Value can decline significantly from the grant date if the company performs poorly and its common stock price falls.
|
For our NEOs to earn their intended target compensation from these awards, the company must show sustained competitive performance on annual and three-year company performance measures, and must achieve strong shareholder returns.
| | | CEO PAY MIX AT TARGET | | OTHER NEO PAY MIX AT TARGET | | |  | |  |
The pay mix represented above is based on target total direct compensation opportunities.
| | | | | | | | | | | GENERAL MILLS, INC. - Notice of 20202022 Annual Meeting of Shareholders and Proxy Statement | | 3955 |
Table of Contents
EXECUTIVE COMPENSATIONExecutive Compensation
Executive Compensation Program Design Elements of Total Direct Compensation and Alignment with Performance Measures Our executive compensation program is designed to incent our Named Executive Officers (“NEOs”)NEOs to pursue strategies and execute priorities that promote growth and deliver strong returns to shareholders. The core elements of our NEOs’ Total Direct Compensation (“TDC”)total direct compensation consist of base salary, annual incentive and long-term incentive. Target TDCtotal direct compensation for each NEO is benchmarked within a reasonable range of the median of our industry peer group. Each element of annual and long-term incentive compensation is tied to performance and closely linked to our strategy, long-term growth model, financial objectives and ultimately to Total Shareholder Return (“TSR”)TSR and continued value creation for our shareholders. Key Updates for 2020
In fiscal 2020, to further prioritize performance-based vesting, and in response to market trends and shareholder feedback, we changed the composition of our long-term incentive grants for NEOs by increasing the proportion of performance share units (“PSUs”) to 50 percent, and reducing the proportion of stock options and restricted stock units (“RSUs”) to 25 percent each.
Percentage
Of CEO Target
Compensation | | | | | | | Total Direct
Compensation
Element | | Pay Element | | Performance Measure | | Strategy & Performance Alignment | Base Salary | | BASESALARY | | Cash | | ü● Individual performance and contributions based on scope and complexity of role
| | ü● Positioned within a reasonable range of market median based on individual performance and contributions
| Annual Incentive | | ANNUALINCENTIVE | | Cash-based
award | | Company Performance (80%) ü● Organic net sales growthgrowth*
ü● Total segmentAdjusted operating profit growth
ü Adjusted diluted EPS growth
growth* Individual Performance (20%) | | ü● Rewards and recognizes annual accomplishment of key financial objectives
ü● Corporate performance measures aligned with long-term growth model
ü Corporate performance modifier (+/-20%) may be used by the board to adjust solely for financial performance relative to peers
| Long-Term Incentive | | LONG-TERM INCENTIVE 
| | Performance Share Units | |
Three-year cliff vesting and Three-year measurement period ü● Organic net sales growth (CAGR)growth* (Compound Annual Growth Rate (“CAGR”))
ü● Cumulative free cash flow
● +/- 25% Relative TSR Modifier (new for fiscal 2022 awards) | | ü● Performance metrics align with key elements for delivering growth and strong TSR
| 
| | Performance
Share Units (1/2)creating value for shareholders
| | | Stock Options (1/4)
| | Four-year cliff vesting | | ü● Ultimate value tied to stock price appreciation
| | | Restricted Stock Units | | Four-year cliff vesting | | ● Ultimate value tied to TSR |
| | | * | Organic net sales and adjusted operating profit are non-GAAP measures. For more information on the use of non-GAAP measures in the Proxy Statement, and a reconciliation of non-GAAP measures to the most directly comparable GAAP measures, see Appendix A. |
Significant Percentage of Executive Pay Is At Risk Since executive compensation is paid principally in the form of annual and long-term incentive awards, a significant percentage of executive pay is at risk and variable based on the annual and long-term performance of the company. PSUs, which comprise 50% of the long-term incentive award, will only be paid at the end of the three-year performance period if 3-year financial targets are achieved and are further subject to a 25% adjustment up or down based on the company’s TSR relative to the TSR of the companies in our compensation peer group. Stock options and restricted stock units, which comprise the remaining 50% of the long-term incentive award, derive their value directly from the company’s common stock price appreciation, which in the long-term is a reflection of company performance and is directly linked to shareholder returns. | ● | Performance Share Units: Can be rendered worthless if company performance for any three-year period is below threshold. | | ● | Stock Options: Have no value if the company’s common stock price does not appreciate prior to expiration of the stock options. | | ● | Restricted Stock
Units (1/4) Units: Value can decline significantly from the grant date if the company performs poorly and its common stock price falls. | | |
Table of Contents Executive Compensation For our NEOs to earn their intended target compensation from these awards, the company must show sustained competitive performance on annual and three-year company performance measures, and must achieve strong shareholder returns. | CEO PAY MIX AT TARGET | | OTHER NEO PAY MIX AT TARGET | | | | | ü Ultimate value tied to TSR
 | |  |
The pay mix represented above is based on target total direct compensation opportunities. Base Salary Base salaries provide fixed income based on the size, scope and complexity of each individual’s role and their individual performance and contribution levels. The only fixed element of TDC,total direct compensation, base salary, is set within a reasonable range of median levels for similarly situated officers within the industry peer group and is based on current and historical performance. With the guidance of the independent compensation consultant, the board for(for the CEOCEO) and the compensation committee for(for the other NEOs,NEOs), annually reviewsreview potential adjustments to base salary to ensure continuous alignment with the market and to account for changes in responsibilities. | | | | | | | | 40 | | | GENERAL MILLS, INC. - Notice of 2020 Annual Meeting of Shareholders and Proxy Statement | | |
EXECUTIVE COMPENSATION
Annual Incentive Award Our annual incentive plan rewards the achievement of annual company and individual performance objectives. Each NEO’s target opportunity for an annual incentive award is a percentage of base salary, which is expressed as a target incentive percentage. Annual incentive awards can vary greatly from year to year based on achievement of the annual company performance measures, business segment results and individual performance ratings and company financial performance relative to peer companies.ratings. Annual incentive awards range from 0 percent0% to 200 percent200% of target, with a 100 percent100% of target award for on target performance. IndividualHow We Establish Target Incentive PercentageOpportunities
In establishing the target incentive percentage opportunities for the NEOs, our compensation committee and the board consider a number of factors, including the NEO’s level of responsibility, tenure with the company,size and complexity of role, a reasonable range of median levels for similarly situated officers within the industry peer group and other factors related to the scope of the NEO’s responsibilities.
Annual CompanyHow We Select Performance Measures
Achievement on the annual company performance measures and, as applicable, business segment results account for 80% of each NEOsNEO’s annual incentive award payout. For the annual company performance measures, the assessment of company performance for each year is based on goals set forth in the annual corporate operating plan that is approved by the board. The annual corporate operating plan aligns with our corporate strategy, long-term commitment to shareholders and expected peer and industry performance. As a result, the goals established for our annual company performance measures are closely aligned with our annual corporate operating plan and the financial objectives we communicate to investors at the beginning of the fiscal year.investors. Annual company performance measures for fiscal 20202022 consisted of three equally-weightedtwo equally weighted measures: organic net sales growth; total segmentgrowth and adjusted operating profit growth (on a constant-currency basis); and adjusted diluted earnings per share growth (on a constant-currency basis).growth. How We Set Goals For fiscal 2020,2022, the compensation committee approved the performance targetsgoals for target payout noted in the table below, as well as performance levels for threshold and maximum incentive payout. The targetsgoals were set at levels necessary to incent and reward management for meeting or exceeding the financial goals we communicated to shareholders for fiscal 2020.our annual plans and strategic priorities. To ensure that the annual company performance measuresgoals are appropriately challenging, the compensation committee tests and evaluates the targetsgoals in the context of several factors, including: | ● | Financial performance goals that are consistent with the achievement of our long-term goals for delivering top-tier shareholder returns. | | ● | The likelihood and probability of achieving various levels of performance based on historical results and expected peer and industry performance. This year, the board and committee devoted significant time to discussing, understanding and anticipating the volatile operating environment, including input cost inflation and supply chain disruptions, the financial health of our consumers and ongoing impacts of the COVID-19 pandemic. | | ● | The annual incentive metrics, program design and financial performance of peer companies. | | ● | Our expected performance relative to peer companies. |
| Notice of 2022 Annual Meeting of Shareholders | 57 |
Financial performance levels that are consistent with the achievementTable of our long-term goals for delivering Contents
top-tierExecutive Compensation shareholder returns.
The likelihoodFiscal 2022 Goals and probability of achieving various levels of performance based on historical results and expected peer and industry performance.Performance
The annual incentive metrics, program design and financial performance of peer companies.
Our expected performance relative to peer companies.
For fiscal 2020,2022, the compensation committee once again set annual performance measures that were challenging and robust within the context of our current business and industry dynamics and that were alignedgoals in line with our annual corporate operating plan. OurThis year’s operating plan reflected the uncertain balance of at-home versus away-from-home consumer food demand caused by the ongoing pandemic and the dynamic supply chain issues and cost and inflationary environment that our customers, consumers and suppliers faced. In particular, this year’s operating plan was based on the following key prioritiesassumptions: | ● | At-home food consumption would moderate off of fiscal 2021 levels due to external forces such as the speed of the COVID-19 vaccination and economic recovery; | | ● | We would experience a significant increase in inflation, which would drive up input costs and decrease profitability compared to fiscal 2021 levels; and | | ● | Supply chain disruptions would continue to exacerbate an already dynamic and challenging sales and profit environment. |
While recognizing the continuing uncertainty created by supply disruptions, the pandemic, including the relative balance of at-home versus away-from home and the volatile operating and inflationary environment, the board and compensation committee set challenging fiscal 2022 goals for organic net sales that reflected expectations consistent with our annual corporate operating plan and key assumptions for reduced demand year-over-year for at-home food consumption across most of the company’s core markets, though above pre-pandemic levels, and increased demand for away-from-home food consumption, though below pre-pandemic levels. The fiscal 2020 were to take actions to accelerate our topline growth, while maintaining our strong2022 goals for adjusted operating profit margin. Our fiscal 2020 plan called forgrowth also challenged management to maintain profitability by offsetting lower sales and higher levels of new productsinput and innovation, increasessupply chain costs while continuing to invest in growth-enhancing capabilities like E-commerce and Strategic Revenue Management, and brand-building investments. Compensation targets for growth in total segment operating profit and adjusted diluted earnings per share reflected expectations for improved topline performance for each of our business segments, benefits from cost saving actions, and increased investments in brand-building andkey capabilities. Overall, our company performance in fiscal 20202022 was strong and we were able to significantly exceeded ourexceed the business objectives, financial expectations and the annual company performance measures that were set at the beginning of the fiscal year. While the COVID-19 pandemic resultedWe were able to achieve our robust results through adapting in higher consumer demand across our major markets, superior executiona volatile operating environment, responding quickly to significant increases in input cost inflation and agility across the company, together with the strength ofsupply chain disruptions and keeping our brands led to excellent in-market performanceavailable for our customers and strong financial results.consumers. The annual incentive rating for fiscal 20202022 reflects the exceptional leadership of our senior leadership team and resulting strong performance in a highly challenging and leadership in fiscal 2020 amid significant challenges and uncertainty. | | | | | | | | | | | GENERAL MILLS, INC. - Notice of 2020 Annual Meeting of Shareholders and Proxy Statement | | 41 |
EXECUTIVE COMPENSATION
uncertain year. FISCAL 20202022 PERFORMANCE AGAINST ANNUAL PERFORMANCE GOALS | Annual Performance(1) Measure and Weighting | | Target | | Actual
Performance(2) | | Award
Achievement % | | Organic Net Sales Growth (50%)(1) | | -2.0% | | +5.1% | | 200% | | Adjusted Operating Profit Growth (50%)(1) | | -2.9% | | +1.9% | | 132% | | Business Achievement Percentage | | | | | | 166% |
| | | | | | | | | | | | | Annual Company Performance(1) Measure and Weighting | | Target | | | Fiscal 2020
Incentive
Performance(2) | | | Fiscal 2020
Performance
Achievement | | | | | | Organic Net Sales Growth (1/3)
| | | +1.8 | % | | | +4.0 | % | | | 173 | % | | | | | Segment Operating Profit Growth on a constant-currency basis (1/3)
| | | +5.0 | % | | | +9.1 | % | | | 152 | % | | | | | Adjusted Diluted Earnings Per Share Growth on a constant-currency basis (1/3)
| | | +5.0 | % | | | +11.5 | % | | | 186 | % | | | | | Business Achievement Percentage
| | | | | | | | | | | 170 | % |
(1) | The annual company performance measures are non-GAAP Measures. For more information on the use of non-GAAP measures in the Proxy Statement and a reconciliation of non-GAAP measures to the most directly comparable GAAP measures, see Appendix A. |
| (2) | Incentive performance is measured on a comparable basis and excludes certain items affecting comparability, including the impact of changes in foreign currency exchange rates, acquisitions and divestitures, certain product recall costs and other corporate adjustments. |
How We Evaluate Individual Performance RatingsAchievement Individual performance ratingsAchievement Percentages for our NEOs account for 20% of each NEOs annual incentive award payout. NEO individual performance ratings mayThe Individual Achievement Percentages range from Exceptional0% to Unsatisfactory. The ratings200% and are based on the achievement of specific annual priorities, which include quantitative business performance measures for the business segments and qualitative goals such as completion of strategic initiatives, quality of business plans, organizational development progress in important areas such as diversity and inclusion and employee development and fulfillment of leadership expectations. The CEO establishes annual priorities for each of the NEOs, and the board approves the annual priorities for the CEO. Sustainability and diversity and inclusion goals are included in the CEO’s annual priorities. The board approves the individual performance rating for the CEO and the compensation committee approves the ratings for all other NEOs.
Table of Contents Company Performance ModifierExecutive Compensation
The compensation committee is provided withHow We Calculate the discretion at the end of each fiscal year to determine whether a company performance modifier to the annual incentive payout is warranted based solely on relative financial performance versus our peers. Based on this assessment, the committee may increase or decrease
annual incentive payouts by up to 20%. The primary purpose of the company performance modifier is to ensure that annual financial performance is assessed relative to peer company financial performance. No company performance modifier was applied for fiscal 2020.
Annual Incentive Award Calculation The annual incentive award is subject to the terms of our Executive Incentive Plan and calculated according to the formula below for all NEOs. For fiscal 2020,2022, our NEOs received annual incentive awards ranging from 156%154% to 188%158% of their annual incentive award targets. | | | | | | | | | Base Salary
(Eligible Earnings) | x | Target Incentive % | x | | Business
Achievement %
x
Business Weight
80% | + | Individual
Achievement %
x
Individual Weight
20% | | | | | | | | | | |
The Business Achievement and Individual Achievement percentages can range from 0 – 200%. | | | | | | | | 42 | | | GENERAL MILLS, INC. - Notice of 2020 Annual Meeting of Shareholders and Proxy Statement | | |
EXECUTIVE COMPENSATION
Long-Term Incentive Award The long-term incentive program rewards delivery of long-term shareholder value and is designed to retain key talent. A significant portion of a NEO’s pay opportunity is provided through these awards. In fiscal 2020, to furtherTo prioritize performance-based vesting, and in response to market trends and shareholder feedback, we changed the composition of our long-term incentive grants for NEOs by increasing the proportionare composed of 50% PSUs, to 50 percent,25% RSUs and reducing the proportion of25% stock options and RSUs to 25 percent each.options. PSUs granted in fiscal 20202022 have three-year cliff vesting based on company performance over the three-year vesting period. Stock options and RSUs granted in fiscal 20202022 have a four-year cliff vesting period from the grant date. All long-term awards are subject to our clawback policy. PSUs and RSUs earn dividend equivalents equal to regular dividends paid on our common stock, which are distributed only to the extent the underlying units vest. All long-term incentive awards granted in fiscal year 20202022 were granted under the 2017 Stock Compensation Plan. | Long-Term
Incentive
Target Award
Value | = | Performance
Share Units
(50%) | + | Restricted
Stock Units
(25%) | + | Stock
Options*
(25%) | |
| | | * | Five stock options awarded for each full-value share. |
Performance Share Units How We Select Performance Measures PSUs are designed to focus executives on equally weighted top-line and bottom-line three-year operating metrics that drive shareholder value. Prior to the fiscal 2022 PSU award, performance measures used were: organic net sales growth and cumulative free cash flow. Beginning with the fiscal 2022 PSU award, performance measures used were: organic net sales growth and cumulative operating cash flow (continued equal weighting). In response to market trends and shareholder feedback, a +/- 25% relative TSR modifier was also added to further align our long-term incentives with our market performance. How We Set Goals PSUs are earned based on our future achievement of three-year company performance goals. The compensation committee sets these goals so that they are consistent with our long-range plan for the same period. Goals for the entire three-year performance period are set at the beginning of the period rather than at the start of each fiscal year and are measured cumulatively. The PSUs awarded in fiscal 2020 are2022 will be earned based on the company’s future achievement of three-year goals for organic net sales (CAGR) growth, cumulative operating cash flow, and cumulative free cash flow.further modified (+/-25%) by our TSR performance relative to peers. Payouts can vary from 00% to 200 percent200% of the target number of PSUs, based on results against the goals with a 100 percent100% payout representing target performance. The relative TSR modifier cannot result in a PSU payout greater than 200%. Each PSU earned is settled with a share of the company’s common stock following the completion of the three-year performance period. | Notice of 2022 Annual Meeting of Shareholders | 59 |
PSUs are designed to focus executives on equally weighted Table of Contents
top-lineExecutive Compensation and bottom-line three-year operating metrics that drive shareholder value: organic net sales growth and cumulative free cash flow.
How We Measure Performance Against Goals The table below summarizes our company performance against the performance measures for the fiscal 20182020 – fiscal 20202022 PSUs. It reflects performance against challenging 3-year targets and continued strength in 2020 organic net sales growth and cumulative free cash flow.flow during the pandemic. | | | | | | | | | | | | Fiscal 2018-Fiscal 2020 PSU Measures and Weightings ($ in millions) | | Target | | | Actual
Performance(3) | | | Award
Achievement %(4) | | | | | | Organic Net Sales Growth (CAGR) (50%)(1) | | | -0.8 | % | | | +0.9 | % | | 143% | | | | | Cumulative Free Cash Flow (50%)(2) | | $ | 5,800 | | | $ | 6,994 | | | 150% | | | | | | Fiscal 2018-Fiscal 2020 PSU Performance Achievement | | | | | | | | | | 147% |
Fiscal 2020-Fiscal 2022 PSU Measures and Weightings
($ in millions) | | Target | | Actual
Performance | | Award
Achievement % | | Organic Net Sales Growth (50%)(1)(2) | | +1.5% | | +4.2% | | 200% | | Cumulative Free Cash Flow (50%)(1)(3) | | $6,370 | | $8,543 | | 200% | | Fiscal 2020-Fiscal 2022 PSU Performance Achievement | | | | | | 200% |
| (1) | The PSU performance measures are non-GAAP Measures. For more information on the use of non-GAAP measures in the Proxy Statement and a reconciliation of non-GAAP measures to the most directly comparable GAAP measures, see Appendix A. | | (2) | Organic Net Sales Growth:Growth is compound annual growth rate in sales for the company, excluding any impacts from acquisitions and divestitures, 53rd week and foreign currency exchange. |
(2)(3) | Cumulative Free Cash Flow:Flow is cash generation performance measured by cash flow from operations, less capital expenditures. |
(3) | Actual Performance: cumulative Cumulative free cash flow has been adjusted for restructuring projects tax reform and acquisitions and divestitures. Organic net sales growth and cumulative free cash flow are non-GAAP measures. For more information on the use of non-GAAP measures in the Proxy Statement, and a reconciliation of non-GAAP measures to the most comparable GAAP measures, see Appendix A.
|
Beginning with the PSU awards granted in fiscal 2022, the CEO and members of his senior leadership team are required to hold PSUs for an additional one-year post the three-year vesting period. | | | | | | | | | | | GENERAL MILLS, INC. - Notice of 2020 Annual Meeting of Shareholders and Proxy Statement | | 43 |
EXECUTIVE COMPENSATION
(4) | Although our current PSU payout practice provides for a payout range of 0 to 200 percent, the fiscal 2018 – fiscal 2020 PSU payout range was set at 50 to 150 percent.
|
Stock Options and Restricted Stock Units Stock options and RSUs are generally subject to a four-year cliff vesting period from the grant date. The exercise price per share for stock options equals the closing price of our common stock on the NYSE on the grant date. Stock options generally expire 10 years and one month from the grant date. Fiscal 2020 CEO Compensation Actions
Total direct compensation for our Chief Executive Officer (“CEO”) in fiscal 2020 included base salary, annual incentive (paid after the end of the fiscal year for fiscal 2020 performance) and long-term incentives in the form of equity awards, including PSUs, stock options and RSUs (granted at the beginning of fiscal 2020). At the beginning of fiscal 2020, the compensation committee completed a review of Mr. Harmening’s target opportunity for total direct compensation, including a comparison to the compensation for CEOs at companies within our industry peer group. Based on its review, the committee recommended, and the board approved, modest increases to Mr. Harmening’s base salary, target annual incentive percentage and long-term incentive target to better align his target total direct compensation with the median compensation of CEOs in our peer group.
• | | Base Salary: To maintain a competitive base salary, aligned to median CEO pay within our industry peer group, the board set Mr. Harmening’s base salary at $1,250,000, effective August 1, 2020.
|
• | | Annual Incentive: The board set Mr. Harmening’s annual incentive target at 180% of base salary. Mr. Harmening’s annual incentive payout is based 80% on company performance and 20% on individual performance. The company performance achievement percentage for fiscal 2020 was 170%. The board approved a fiscal 2020 individual performance rating percentage of 150% for Mr. Harmening in recognition of the achievement of key strategic initiatives in fiscal 2020 and his strong leadership through an unprecedented operating environment.
|
| Fiscal 2020 Annual Incentive Award
The annual incentive award granted to our CEO for fiscal 2020 performance is calculated below:
2020 Annual Incentive earned was 166% of the targeted annual incentive award
|
• | | Long-Term Incentive: At the beginning of the fiscal year, Mr. Harmening’s target long-term incentive award value was set by the board to achieve our long-term pay-for-performance objectives and to
|
| | align target pay with median CEO pay within our industry peer group. The grant date fair value of the fiscal 2020 long-term incentive was $6,406,983.
|
| Fiscal 2020 Long-term Incentive
Our long-term incentive is forward-looking and emphasizes future pay opportunity and retention. The grant date fair value of the long-term incentive award granted to our CEO at the beginning of fiscal 2020 is summarized below.
|
• | | Performance Share Unit Three-Year Performance Achievement: The performance period for Mr. Harmening’s fiscal 2018 – fiscal 2020 PSUs was
|
| | completed this year. The award achievement percentage for this tranche of PSUs was 147% of the target number of PSUs.
|
| | | | | | | | 44 | | | GENERAL MILLS, INC. - Notice of 2020 Annual Meeting of Shareholders and Proxy Statement | | |
EXECUTIVE COMPENSATION
Other Elements of Compensation Retirement and Health Benefits We provide competitive retirement security and health benefits. Our executives participate in the same benefit plans made available to U.S.-based salaried employees, including medical benefits, disability and life insurance, Pension Plan and Supplemental Retirement Plan (designed to restore benefits that otherwise would be lost because of limits in the Pension Plan), 401(k) Plan and Supplemental Savings Plan (designed to restore contributions that otherwise would be lost because of limits in the 401(k) Plan). See pages 54–5771-72 for further details. Perquisites We provide our executives with limited perquisites in the form ofincluding a company automobile and a financial counseling benefit. See Perquisites and Other Personal Benefits on page 50. 65. Severance We provide a Separation Pay and Benefits Program to attract and retain executives and to promote orderly succession for key roles. We do not have any employment contracts with our NEOs. See page 59pages 74 for further details.
Table of Contents Executive Compensation Fiscal 2022 CEO Compensation Actions Jeffrey L. Harmening Chairman and Chief Executive Officer | Total direct compensation for our Chief Executive Officer (“CEO”) in fiscal 2022 included base salary, annual incentive (paid after the end of the fiscal year for fiscal 2022 performance) and long-term incentives in the form of equity awards, including PSUs, stock options and RSUs (granted at the beginning of fiscal 2022). At the beginning of fiscal 2022, the compensation committee completed a review of Mr. Harmening’s target opportunity for total direct compensation, including a comparison to the compensation for CEOs at companies within our industry peer group. Based on its review, to continue to align Mr. Harmening’s target compensation with the median compensation of CEOs in our peer group, the committee recommended increasing Mr. Harmening’s intended target long-term incentive award to $7,250,000. Mr. Harmening’s base salary and annual incentive target remained the same as they were in fiscal 2021. | | FISCAL 2022 COMPENSATION
(IN MILLIONS) 
|
Compensation Decisions | ● | Base Salary: To maintain a competitive base salary, aligned to median CEO pay within our industry peer group, the board set Mr. Harmening’s base salary at $1,250,000 for fiscal 2022. | | ● | Annual Incentive: The board set Mr. Harmening’s annual incentive target at 180% of base salary. Mr. Harmening’s annual incentive payout is based 80% on company performance and 20% on individual performance. The company performance achievement percentage for fiscal 2022 was 166%. The board approved a fiscal 2022 individual performance rating percentage of 125% for Mr. Harmening in recognition of his strong leadership through an unprecedented operating environment and the achievement of key strategic initiatives in fiscal 2022. | | ● | Long-Term Incentive: At the beginning of the fiscal year, Mr. Harmening’s target long-term incentive award value was set by the board to achieve our long-term pay-for-performance objectives and to align target pay with median CEO pay within our industry peer group. The grant date fair value of the fiscal 2022 long-term incentive was $6,681,906. | | ● | Performance Share Unit Three-Year Performance Achievement: The performance period for Mr. Harmening’s fiscal 2020 – fiscal 2022 PSUs was completed this year. The award achievement percentage for this tranche of PSUs was 200% of the target number of PSUs. |
The Compensation Process Determining Executive Compensation The compensation committee regularly assesses the effectiveness of the executive compensation program in driving performance. It uses shareholder feedback, external trends, peer group compensation program assessments and input from its independent compensation consultant to inform its decision making. Any changes are typically approved in June for the new fiscal year. For the CEO, the board reviews and approves the committee’s recommendations. Each June, the board and compensation committee approve compensation for the CEO and the committee approves compensation for his direct reports, based on performance from the most recently completed fiscal year, and establishes goals for the upcoming one and three-year performance periods. In approving compensation for the most recently completed fiscal year, the committee and the board primarily examine: | ● | Company performance as measured by our annual company performance measures; | | ● | Competitive market data prepared by the independent compensation consultant; | | ● | Each director’s written evaluation of the CEO’s performance against his objectives, which were approved by the committee at the beginning of the fiscal year; | | ● | The recommendations of the CEO for the other executive officers; | | ● | Feedback from shareholders and the most recent say-on-pay vote; | | ● | Tally sheets of cumulative earnings and stock awards to provide context for annual actions. | | |
| Notice of 2022 Annual Meeting of Shareholders | 61 |
Company performance as measured by our annual company performance measures;
Competitive market data prepared by the independent compensation consultant;
Executive Compensation The recommendations of the CEO for the other executive officers;
Feedback from shareholders and the most recent say-on-pay vote;
Tally sheets of cumulative earnings and stock awards to provide context for annual actions.
In considering the say-on-pay vote and feedback from shareholders, the compensation committee recognizes that effective practices evolve, and the committee will continue to consider changes as needed to keep our executive compensation program competitive and tightly linked to performance. Frederic W.FW Cook, & Co., Inc., the committee’s independent compensation consultant, advises the compensation committee on executive and director compensation matters, but performed no other services for General Mills in fiscal 2020.2022. The compensation committee actively works with the independent compensation consultant to formulate compensation recommendations for our CEO to be approved by the board. Management makes recommendations to the committee for the other executive officers, and the independent compensation consultant advises the committee on those recommendations.
The compensation committee has sole authority to retain or replace the independent compensation consultant, and the committee annually evaluates the engagement and assesses the consultant’s | | | | | | | | | | | GENERAL MILLS, INC. - Notice of 2020 Annual Meeting of Shareholders and Proxy Statement | | 45 |
EXECUTIVE COMPENSATION
independence in accordance with the listing standards of the NYSE. Most recently, the committee determined that the engagement did not raise any conflict of interest. In reaching this conclusion, the compensation committee considered factors relevant to the consultant’s independence from management, including the six factors set forth in the NYSE listing standards. In order to promote independent decision making on executive compensation matters, the compensation committee meets in executive session without management present at each meeting, often with the participation of the independent compensation consultant. The Industry Peer Group The compensation committee, with the assistance of management and the independent compensation consultant, annually evaluates our executive compensation program against similar programs within the consumer packaged goods industry peer group. The compensation committee also annually conducts a comprehensive industry peer group review, with assistance from the independent compensation consultant. We did not have any changes to our industry peer group for fiscal 2020.2022. The compensation committee used the following selection criteria in determining our industry peer group: Global, publicly traded consumer packaged goods companies within our and similar sub-industries, as
| ● | | Global, publicly traded consumer packaged goods companies within our and similar sub-industries, as identified by the S&P Global Industry Classification System | | ● | Comparable scale and complexity of operations, as measured primarily by sales, market capitalization, total assets and total employees | | ● | Direct competitors for business, capital or industry talent | | ● | Continuous and transparent disclosure of business results and executive compensation | | ● | Continuity from year to year |
Comparable scale and complexity of operations, as measured primarily by sales, market capitalization, total assets and total employees
Direct competitors for business, capital or industry talent
Continuous and transparent disclosure of business results and executive compensation
Continuity from year to year
OUR INDUSTRY PEER GROUP | | | | | Campbell Soup Co. | | The Hershey Co. | | Mondelēz International, Inc. | Clorox Co. | | The J. M. Smucker Company | | Nestlé SA* | The Coca-Cola Co. | | Kellogg Co. | | PepsiCo, Inc. | Colgate-Palmolive Co. | | Kimberly-Clark Corp. | | The Procter & Gamble Company | Conagra Brands, Inc. | | The Kraft Heinz Company | | Reckitt Benckiser Group plc* | Danone Inc.* | | Keurig Dr Pepper Inc. | | Unilever NV* |
| * | Excluded from compensation comparisons due to lack of publicly available pay information. |
Table of Contents Executive Compensation How We Use Our Industry Peer Group To assess pay levels and pay mix for executive officers
To evaluate total direct compensation for executive officers in comparable positions
To gauge relative financial performance and TSR
To evaluate annual and long-term incentive design and structure
To review governance and terms of incentive awards, including vesting and clawback provisions
To compare benefits, perquisites and severance
To review overall share usage and run rate
| ● | To assess pay levels and pay mix for executive officers | | ● | To evaluate total direct compensation for executive officers in comparable positions | | ● | To gauge relative financial performance and TSR | | ● | To evaluate annual and long-term incentive design and structure | | ● | To review governance and terms of incentive awards, including vesting and clawback provisions | | ● | To compare benefits, perquisites and severance | | ● | To review overall share usage and run rate |
The compensation committee annually compares General Mills’ compensation under various performance scenarios versus industry peer group practices to ensure that our programs are competitive and that pay is commensurate with performance relative to the industry. | | | | | | | | 46 | | | GENERAL MILLS, INC. - Notice of 2020 Annual Meeting of Shareholders and Proxy Statement | | |
EXECUTIVE COMPENSATION
Key Policies – Supplemental Information Significant Executive Investment in Company Stock
Stock Ownership Policy Long-term stock ownership is deeply engrained in our executive culture and it reflectsis reflective of the strong commitment our executives’ strong commitmentexecutives have to the company’s success. MinimumMore information on current stock ownership requirements are ten times annual salary for the CEO, five times annual salary for members of the CEO’s senior leadership teamnamed executive officers and three times annual salary for all other corporate officers. Executives must hold 50 percent of net, after-tax shares that they receive pursuant toour stock awards until they meet the ownership requirements. Stock ownership includes direct and indirect ownership, deferred stock units, unvested RSUs and stock held in the 401(k) Plan as of July 24, 2020. Given Mr. Bruce’s recent appointment to Chief Financial Officer, hepolicy is currently below our minimum ownership requirements.
provided on pages 87-88. STOCK OWNERSHIP FOR ACTIVE NAMED EXECUTIVE OFFICERS
| | | | | | | | | | | | | | | | Name
| | Required Base
Salary Multiple
| | Shares
Owned | | Actual Base Salary
Multiple
| Jeffrey L. Harmening
| | | | | | | | | | | | | | | | Chairman and CEO
| | | | 10x
| | | | | 320,839
| | | | | 16x
| | Jonathon J. Nudi
| | | | | | | | | | | | | | | | Group President, North America Retail
| | | | 5x
| | | | | 79,902
| | | | | 7x
| | Kofi A. Bruce
| | | | | | | | | | | | | | | | Chief Financial Officer
| | | | 5x
| | | | | 28,217
| | | | | 3x
| | John R. Church
| | | | | | | | | | | | | | | | Chief Supply Chain Officer
| | | | 5x
| | | | | 88,382
| | | | | 8x
| | Richard C. Allendorf
| | | | | | | | | | | | | | | | General Counsel and Secretary
| | | | 5x
| | | | | 89,112
| | | | | 9x
| |
Robust Clawback Policy In the event the company is required to restate financial results due to fraud, intentional misconduct, gross negligence or otherwise, the compensation committee may adjust the future compensation, cancel outstanding stock or performance-based awards or seek recoupment of previous awards from company officers whose conduct contributed significantly to such financial restatement. Also, the compensation committee may take these actions where it reasonably believes the company’s Employee Code of Conduct or the terms of a separation agreement have been violated. Prohibitions on Hedging or Pledging Company StockTax Deductibility of Compensation
Executive officers and directors of the company are not permitted to hedge or otherwise monetize their interests in company securities or pledge company securities as security for loans. These restrictions
include prohibitions on the use of exchange trusts, prepaid variable forwards, equity swaps, forwards or any other derivative instruments.
Compensation that is Tax Deductible by the Company
In keeping with our compensation philosophy, annual cash incentives and long-term incentive equity awards granted in fiscal 2022 impose performance conditions for the CEO and executive officers. Generally, these conditions for fiscal 2018 and prior years were intendedUnder current federal tax laws, including previous changes to qualify the awards as tax deductible under Section 162(m) of the Internal Revenue Code. As a result of changes in December 2017 to federal tax laws, including changes to Section 162(m),Code, we expect that incentives and awards made or materially modified after the effective date of the new tax rules generally will not be deductible despite their performance orientation to the extent they, together with base salary and other compensation, result in compensation paid to certain executive officers over $1 million in any one fiscal year. Due to uncertainties as to the application and interpretation of Section 162(m), including the scope of the transition relief under the legislation repealing the performance-based pay exemption to the Section 162(m) deduction limit, no assurance can be given that compensation intended to satisfy the requirements for that exemption will be deductible. Because of the value in aligning pay
| | | | | | | | | | | GENERAL MILLS, INC. - Notice of 2020 Annual Meeting of Shareholders and Proxy Statement | | 47 |
EXECUTIVE COMPENSATION
and performance, annual incentives and long-term equity awards made for fiscal 2020 continue to impose performance conditions on grants to the CEO and executive officers. While theThe compensation committee seeks ways to structurebelieves that shareholder interests are best served if it retains discretion and flexibility in establishing and overseeing compensation programs, which may include awarding or modifying compensation that is not deductible by the executive compensation
program efficiently, the over-riding importance of pay for performance to our business and shareholders means we expect the impact resulting from changes to compensation deductibility on our compensation designs will be minimal.
company. Compensation Committee Report The compensation committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions,discussion, the compensation committee recommended to the board that the Compensation Discussion and Analysis be included in this Proxy Statement and in our Annual Report on Form 10-K for the fiscal year ended May 31, 2020. 29, 2022. SUBMITTED BY THE COMPENSATION COMMITTEE David M. Cordani, Chair
C. Kim Goodwin
Elizabeth C. Lempres
Maria A. Sastre
Jorge A. Uribe
The following tables and accompanying narrative should be read in conjunction with the Compensation Discussion and Analysis. They present compensation for our CEO and CFO, each of the other three most highly-compensated executive officers active at the end of fiscal 20202022 (including Richard C. Allendorf who will retire on August 31, 2022) and our former CFO, Donal L. Mulligan.Chief Transformation and Enterprise Services Officer, John R. Church, who was involuntarily terminated without cause due to role elimination before the end of fiscal 2022 on January 31, 2022. | Notice of 2022 Annual Meeting of Shareholders | 63 |
Table of Contents Executive Compensation Executive Compensation Tables Summary Compensation Table | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Year | | Salary ($) | | Stock Award(1) ($) | | Option Award(2) ($) | | Non-Equity Incentive Plan
Compensation(3) ($) | | Change in Pension Value and
Nonqualified Deferred Compensation Earning(4) ($) | | All Other
Compensation(5) ($) | | Total ($) | | | | | | | | | | Jeffrey L. Harmening | | | | 2020 | | | | | 1,241,667 | | | | | 5,250,088 | | | | | 1,156,895 | | | | | 3,710,100 | | | | | 4,243,744 | | | | | 235,096 | | | | | 15,837,590 | | | | | | | | | | | Chairman and CEO | | | | 2019 | | | | | 1,200,000 | | | | | 3,000,119 | | | | | 1,742,297 | | | | | 1,824,000 | | | | | 1,963,949 | | | | | 125,052 | | | | | 9,855,417 | | | | | | | | | | | | | | | | 2018 | | | | | 1,200,000 | | | | | 3,000,044 | | | | | 1,669,669 | | | | | 1,163,520 | | | | | 853,731 | | | | | 86,651 | | | | | 7,973,615 | | | | | | | | | | | Jonathon J. Nudi | | | | 2020 | | | | | 780,000 | | | | | 1,725,059 | | | | | 380,127 | | | | | 1,759,680 | | | | | 2,179,894 | | | | | 121,220 | | | | | 6,945,980 | | | | | | | | | | | Group President, North America Retail | | | | 2019 | | | | | 767,833 | | | | | 1,150,037 | | | | | 667,883 | | | | | 838,474 | | | | | 940,114 | | | | | 66,788 | | | | | 4,431,129 | | | | | | 2018 | | | | | 705,833 | | | | | 950,080 | | | | | 528,730 | | | | | 484,202 | | | | | 415,932 | | | | | 53,865 | | | | | 3,138,642 | | | | | | | | | | | Kofi A. Bruce | | | | 2020 | | | | | 516,333 | | | | | 375,041 | | | | | 82,637 | | | | | 622,934 | | | | | 451,166 | | | | | 61,622 | | | | | 2,109,733 | | | | | | | | | | | Chief Financial Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | John R. Church | | | | 2020 | | | | | 678,000 | | | | | 1,050,050 | | | | | 231,382 | | | | | 1,012,932 | | | | | 1,945,482 | | | | | 109,621 | | | | | 5,027,467 | | | | | | | | | | | Chief Supply Chain Officer | | | | 2019 | | | | | 678,000 | | | | | 700,044 | | | | | 406,536 | | | | | 720,036 | | | | | 609,539 | | | | | 64,693 | | | | | 3,178,848 | | | | | | 2018 | | | | | 648,250 | | | | | 550,052 | | | | | 306,108 | | | | | 341,663 | | | | | 350,767 | | | | | 51,606 | | | | | 2,248,446 | | | | | | | | | | | Richard C. Allendorf | | | | 2020 | | | | | 617,825 | | | | | 1,050,050 | | | | | 231,382 | | | | | 869,897 | | | | | 1,625,382 | | | | | 86,844 | | | | | 4,481,380 | | | | | | | | | | | General Counsel and Secretary | | | | 2019 | | | | | 581,950 | | | | | 700,044 | | | | | 406,536 | | | | | 549,361 | | | | | 750,368 | | | | | 53,799 | | | | | 3,042,058 | | | | | | | | | | | | | | | | 2018 | | | | | 579,125 | | | | | 910,111 | | | | | 506,463 | | | | | 303,925 | | | | | 536,788 | | | | | 47,062 | | | | | 2,883,474 | | | | | | | | | | | Donal L. Mulligan | | | | 2020 | | | | | 654,675 | | | | | 1,425,091 | | | | | 314,019 | | | | | 1,086,761 | | | | | 2,198,753 | | | | | 120,876 | | | | | 5,800,175 | | | | | | | | | | | Senior Advisor and Former Chief Financial Officer | | | | 2019 | | | | | 748,200 | | | | | 950,096 | | | | | 551,729 | | | | | 808,056 | | | | | 871,064 | | | | | 69,401 | | | | | 3,998,546 | | | | | | 2018 | | | | | 746,967 | | | | | 1,235,127 | | | | | 687,346 | | | | | 452,662 | | | | | 488,120 | | | | | 63,084 | | | | | 3,673,306 | |
Footnotes to the Summary Compensation Table:
Name and Principal
Position | | Year | | Salary
($) | | Stock
Award(1)
($) | | Option
Award(2)
($) | | Non-Equity
Incentive Plan
Compensation(3)
($) | | Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earning(4)
($) | | All Other
Compensation(5)
($) | | Total
($) | Jeffrey L. Harmening
Chairman of the Board and CEO | | 2022 | | 1,250,000 | | 5,357,925 | | 1,323,981 | | 3,550,500 | | 532,823 | | 250,966 | | 12,266,195 | | | 2021 | | 1,250,000 | | 5,250,176 | | 1,139,706 | | 2,506,500 | | 5,207,167 | | 219,133 | | 15,572,682 | | | 2020 | | 1,241,667 | | 5,250,088 | | 1,156,895 | | 3,710,100 | | 4,243,744 | | 235,096 | | 15,837,590 | Jonathon J. Nudi
Group President, North America Retail | | 2022 | | 780,000 | | 1,869,791 | | 462,021 | | 1,465,776 | | 0 | | 119,836 | | 4,697,424 | | | 2021 | | 780,000 | | 1,725,029 | | 374,479 | | 947,232 | | 1,709,166 | | 111,864 | | 5,647,770 | | | 2020 | | 780,000 | | 1,725,059 | | 380,127 | | 1,759,680 | | 2,179,894 | | 121,220 | | 6,945,980 | Kofi A. Bruce
Chief Financial Officer | | 2022 | | 750,833 | | 1,699,794 | | 420,022 | | 1,184,815 | | 147,041 | | 107,047 | | 4,309,552 | | | 2021 | | 630,000 | | 1,237,500 | | 268,644 | | 701,820 | | 546,701 | | 62,737 | | 3,447,402 | | | 2020 | | 516,333 | | 375,041 | | 82,637 | | 622,934 | | 451,166 | | 61,622 | | 2,109,733 | Jaime Montemayor
Chief Digital and Technology Officer | | 2022 | | 625,000 | | 1,034,711 | | 255,672 | | 769,000 | | 0 | | 138,432 | | 2,822,815 | | | 2021 | | 625,000 | | 1,050,146 | | 227,948 | | 542,000 | | 0 | | 204,957 | | 2,650,051 | Richard C. Allendorf
Former General Counsel & Secretary | | 2022 | | 625,000 | | 1,034,711 | | 255,672 | | 774,000 | | 0 | | 92,140 | | 2,781,523 | | | 2021 | | 625,000 | | 1,050,146 | | 227,948 | | 542,000 | | 1,464,345 | | 77,278 | | 3,986,717 | | | 2020 | | 617,825 | | 1,050,050 | | 231,382 | | 869,897 | | 1,625,382 | | 86,844 | | 4,481,380 | John. R. Church
Former Chief Transformation & Enterprise Services Officer | | 2022 | | 452,000 | | 1,034,711 | | 255,672 | | 621,590 | | 377,574 | | 521,166 | | 3,262,713 | | | 2021 | | 678,000 | | 1,050,146 | | 227,948 | | 661,457 | | 1,151,571 | | 82,951 | | 3,852,073 | | | 2020 | | 678,000 | | 1,050,050 | | 231,382 | | 1,012,932 | | 1,945,482 | | 109,621 | | 5,027,467 |
(1) | 2020 amounts
| | Footnotes to the Summary Compensation Table: | | | | (1) | Amounts reported for 2022 stock awards represent the aggregate grant date fair value of RSUs and PSUs awarded to the NEOs in fiscal 2020.2022. RSUs awarded to the NEOs have four-year cliff vesting. PSUs awarded to the NEOs have a three-year performance period (fiscal 2020-2022)2022-2024) and three-year cliff vesting. Grant date fair value is calculated in accordance |
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EXECUTIVE COMPENSATION
| with FASB ASC Topic 718. TheFor the 2022 stock awards, the grant date fair value of each stock award equals the closing price of our common stock on the NYSE on the grant date ($53.7060.03) for RSUs and the Monte Carlo valuation as of the grant date ($58.71) for PSUs. For the 2021 and 2020 stock awards, the grant date fair value equals the closing price of our common stock on the NYSE on the grant date ($61.65 for RSUs and PSUs in fiscal 2020, $46.062021 and $53.70 for RSUs and $44.98 for PSUs in fiscal 2019, and $55.52 for RSUs and $55.20 for PSUs in fiscal 2018)2020). The values shown have not been adjusted to reflect that these units are subject to forfeiture. The PSU value assumes target performance over the performance period and is consistent with the estimate of aggregate compensation cost to be recognized over the performance period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. |
| | | | The following table reflects the value at grant date of the 20202022 PSU awards at minimum, threshold, target and maximum performance levels. | | | | GRANT DATE VALUE OF 2022 PERFORMANCE SHARE UNITS | |
GRANT DATE VALUE OF 2020 PERFORMANCE SHARE UNITS
| | | | | | | | | | | | | | | | | | | At Threshold 0% ($) | | At Target 100% ($) | | At Maximum 200% ($) | | Jeffrey L. Harmening | | | | 0 | | | | | 3,500,059 | | | | | 7,000,117 | | | Jonathon J. Nudi | | | | 0 | | | | | 1,150,039 | | | | | 2,300,078 | | | Kofi A. Bruce | | | | 0 | | | | | 250,027 | | | | | 500,054 | | | John R. Church | | | | 0 | | | | | 700,033 | | | | | 1,400,066 | | | Richard C. Allendorf | | | | 0 | | | | | 700,033 | | | | | 1,400,066 | | | Donal L. Mulligan | | | | 0 | | | | | 950,060 | | | | | 1,900,121 | |
| | | | At Threshold
0%
($) | | At Target
100%
($) | | At Maximum
200%
($) | | | Jeffrey L. Harmening | | 0 | | 3,545,379 | | 7,090,759 | | | Jonathon J. Nudi | | 0 | | 1,237,255 | | 2,474,509 | | | Kofi A. Bruce | | 0 | | 1,124,766 | | 2,249,532 | | | Jaime Montemayor | | 0 | | 684,676 | | 1,369,352 | | | Richard C. Allendorf | | 0 | | 684,676 | | 1,369,352 | | | John R. Church | | 0 | | 684,676 | | 1,369,352 |
(2) | 2020 amounts
| | (2) | Amounts reported for 2022 option awards represent the grant date fair value of options awarded to the NEOs in fiscal 2020.2022. Stock options awarded to the NEOs in fiscal 20202022 have four-year cliff vesting. The grant date fair value of options calculated in accordance with FASB ASC Topic 718 equals $8.77 per share (fiscal 2022), $8.03 per share (fiscal 2021) and $7.10 per share (fiscal 2020), $5.35 per share (fiscal 2019), and $6.18 per share (fiscal 2018), based on our Black-Scholes option pricing model. The following assumptions were used in the fiscal 20202022 calculation: expected term of 8.5 years; dividend yield of 5.3 percent3.4% annually; dividend growth rate of 4.4 percent5.61% annually; a risk-free interest rate of 2.015 percent;1.515%; and expected price volatility of 17.4 percent.20.2%. Fiscal 20192021 and 2018 2020 |
Table of Contents Executive Compensation | assumptions are listed in our proxy statements for those years. The values shown have not been adjusted to reflect that these options are subject to forfeiture. |
| (3) | As described in the “Annual Incentive Award” section of the Compensation Discussion and Analysis on pages 41–42,57 – 59, the amounts reported reflect annual incentive awards earned for performance under the Executive Incentive Plan for fiscal 2020, 20192022, 2021 and 2018. 2020. |
| (4) | Includes the annual increase in the actuarial present value of accumulated benefits under our Pension Plan and Supplemental Retirement Plan. There have been no enhanced pension benefits delivered to our NEOs via a change in plan design over the last three fiscal years. Reasons for the increaseschanges relate to discount rate and mortality changes, additional service, aging and increases in “Final Average Earnings” as defined in the Pension Benefits section. |
| (5) | All Other Compensation for fiscal 20202022 includes the following amounts: | | |
| | | | | | | | | | | | | | | | | | | Contributions
to Retirement
Savings Plans(6)
($) | | Perquisites and
Other Personal
Benefits(7) ($) | | Total
($) | | Jeffrey L. Harmening | | | | 194,664 | | | | | 40,432 | | | | | 235,096 | | | Jonathan J. Nudi | | | | 102,369 | | | | | 18,851 | | | | | 121,220 | | | Kofi A. Bruce | | | | 44,044 | | | | | 17,578 | | | | | 61,622 | | | John R. Church | | | | 90,522 | | | | | 19,099 | | | | | 109,621 | | | Richard C. Allendorf | | | | 73,672 | | | | | 13,172 | | | | | 86,844 | | | Donal L. Mulligan | | | | 98,958 | | | | | 21,918 | | | | | 120,876 | |
| | | | Contributions
to Retirement
Savings Plans(6)
($) | | Perquisites and
Other Personal
Benefits(7)
($) | | Total
($) | | | Jeffrey L. Harmening | | 214,121 | | 36,845 | | 250,966 | | | Jonathon J. Nudi | | 98,452 | | 21,384 | | 119,836 | | | Kofi A. Bruce | | 87,789 | | 19,258 | | 107,047 | | | Jaime Montemayor | | 116,700 | | 21,732 | | 138,432 | | | Richard C. Allendorf | | 66,519 | | 25,621 | | 92,140 | | | John R. Church | | 63,467 | | 457,699 | | 521,166 |
(6) | | | (6) | Includes the company’s fixed and variable contributions during fiscal 20202022 to the 401(k) Plan and the Supplemental Savings Plan. For more information on the terms of the contributions, see Other Retirement Savings Plans. |
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EXECUTIVE COMPENSATION
CONTRIBUTIONS TO RETIREMENT SAVINGS PLANS
| | | | | | | | | | | | | | | | | | | Matching Contributions
to 401(k) Plan ($) | | Contributions to
Supplemental
Savings Plan ($) | | Total
($) | | Jeffrey L. Harmening | | | | 17,100 | | | | | 177,564 | | | | | 194,664 | | | Jonathan J. Nudi | | | | 17,100 | | | | | 85,269 | | | | | 102,369 | | | Kofi A. Bruce | | | | 17,067 | | | | | 26,977 | | | | | 44,044 | | | John R. Church | | | | 16,950 | | | | | 73,572 | | | | | 90,522 | | | Richard C. Allendorf | | | | 17,876 | | | | | 55,796 | | | | | 73,672 | | | Donal L. Mulligan | | | | 13,094 | | | | | 85,864 | | | | | 98,958 | |
| | | | Matching
Contributions
to 401(k) Plan
($) | | Contributions to
Supplemental
Savings Plan
($) | | Total
($) | | | Jeffrey L. Harmening | | 17,385 | | 196,736 | | 214,121 | | | Jonathon J. Nudi | | 17,385 | | 81,067 | | 98,452 | | | Kofi A. Bruce | | 23,940 | | 63,849 | | 87,789 | | | Jaime Montemayor | | 27,225 | | 89,475 | | 116,700 | | | Richard C. Allendorf | | 16,530 | | 49,989 | | 66,519 | | | John R. Church | | 3,648 | | 59,819 | | 63,467 |
(7) | | | (7) | Includes the following perquisites and other personal benefits for fiscal 2020:2022: | | | | PERQUISITES AND OTHER PERSONAL BENEFITS | | |
PERQUISITES AND OTHER PERSONAL BENEFITS
| | | | | | | | | | | | | | | | | | | Personal Use of
Executive Car(8)
($) | | Financial Counseling
($) | | Total
($) | | Jeffrey L. Harmening | | | | 25,432 | | | | | 15,000 | | | | | 40,432 | | | Jonathan J. Nudi | | | | 10,851 | | | | | 8,000 | | | | | 18,851 | | | Kofi A. Bruce | | | | 12,078 | | | | | 5,500 | | | | | 17,578 | | | John R. Church | | | | 11,099 | | | | | 8,000 | | | | | 19,099 | | | Richard C. Allendorf | | | | 5,172 | | | | | 8,000 | | | | | 13,172 | | | Donal L. Mulligan | | | | 13,918 | | | | | 8,000 | | | | | 21,918 | |
| | | | Personal Use of
Executive Car(8)
($) | | Financial
Counseling
($) | | Other(9)
($) | | Total
($) | | | Jeffrey L. Harmening | | 21,508 | | 15,000 | | 337 | | 36,845 | | | Jonathon J. Nudi | | 13,092 | | 8,000 | | 292 | | 21,384 | | | Kofi A. Bruce | | 10,876 | | 8,000 | | 382 | | 19,258 | | | Jaime Montemayor | | 13,395 | | 8,000 | | 337 | | 21,732 | | | Richard C. Allendorf | | 17,339 | | 8,000 | | 282 | | 25,621 | | | John R. Church | | 14,345 | | 12,000 | | 431,354 | | 457,699 |
(8) | | | (8) | Includes the annual taxable value of the vehicle according to Internal Revenue Service regulations plus the applicable Internal Revenue Service rate per mile to cover maintenance charges. |
| | | | | | | | | 50 | | (9) | Includes the value of corporate gifts received by NEOs in fiscal 2022; for Mr. Church, also includes $429,400 in continuation of base salary and target bonus under the Separation Pay and Benefits Program through fiscal 2022. These payments were made in connection with the elimination of Mr. Church’s role and his involuntary termination without cause effective January 31, 2022. Payments and are more fully described under Potential Payments Upon Termination or Change in Control. | | | |
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Table of Contents
EXECUTIVE COMPENSATIONExecutive Compensation
Grants of Plan-Based Awards for Fiscal 20202022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Estimated Possible Payouts Under Non-Equity
Incentive Plan Awards | | | Estimated Future Payouts Under Equity
Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Awards ($/Share) | | | Grant Date Fair Value of Stock and Option Awards ($) | | Name | | Grant
Date | | | Award
Type | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | Jeffrey L. Harmening | | | | | | | Cash | (1) | | | 0 | | | | 2,235,000 | | | | 4,470,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | 6/25/2019 | | | | RSU | (2) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 32,589 | | | | — | | | | — | | | | 1,750,029 | | | | | 6/25/2019 | | | | PSU | (3) | | | — | | | | — | | | | — | | | | 0 | | | | 65,178 | | | | 130,356 | | | | — | | | | — | | | | — | | | | 3,500,059 | | | | | 6/25/2019 | | | | Options | (4) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 162,943 | | | | 53.70 | | | | 1,156,895 | | Jonathon J. Nudi | | | | | | | Cash | (1) | | | 0 | | | | 936,000 | | | | 1,872,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | 6/25/2019 | | | | RSU | (2) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 10,708 | | | | — | | | | — | | | | 575,020 | | | | | 6/25/2019 | | | | PSU | (3) | | | — | | | | — | | | | — | | | | 0 | | | | 21,416 | | | | 42,832 | | | | — | | | | — | | | | — | | | | 1,150,039 | | | | | 6/25/2019 | | | | Options | (4) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 53,539 | | | | 53.70 | | | | 380,127 | | Kofi A. Bruce | | | | | | | Cash | (1) | | | 0 | | | | 399,316 | | | | 798,633 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | 6/25/2019 | | | | RSU | (2) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,328 | | | | — | | | | — | | | | 125,014 | | | | | 6/25/2019 | | | | PSU | (3) | | | — | | | | — | | | | — | | | | 0 | | | | 4,656 | | | | 9,312 | | | | — | | | | — | | | | — | | | | 250,027 | | | | | 6/25/2019 | | | | Options | (4) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 11,639 | | | | 53.70 | | | | 82,637 | | John R. Church | | | | | | | Cash | (1) | | | 0 | | | | 610,200 | | | | 1,220,400 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | 6/25/2019 | | | | RSU | (2) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 6,518 | | | | — | | | | — | | | | 350,017 | | | | | 6/25/2019 | | | | PSU | (3) | | | — | | | | — | | | | — | | | | 0 | | | | 13,036 | | | | 26,072 | | | | — | | | | — | | | | — | | | | 700,033 | | | | | 6/25/2019 | | | | Options | (4) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 32,589 | | | | 53.70 | | | | 231,382 | | Richard C. Allendorf | | | | | | | Cash | (1) | | | 0 | | | | 494,260 | | | | 988,520 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | 6/25/2019 | | | | RSU | (2) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 6,518 | | | | — | | | | — | | | | 350,017 | | | | | 6/25/2019 | | | | PSU | (3) | | | — | | | | — | | | | — | | | | 0 | | | | 13,036 | | | | 26,072 | | | | — | | | | — | | | | — | | | | 700,033 | | | | | 6/25/2019 | | | | Options | (4) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 32,589 | | | | 53.70 | | | | 231,382 | | Donal L. Mulligan | | | | | | | Cash | (1) | | | 0 | | | | 654,675 | | | | 1,309,350 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | 6/25/2019 | | | | RSU | (2) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 8,846 | | | | — | | | | — | | | | 475,030 | | | | | 6/25/2019 | | | | PSU | (3) | | | — | | | | — | | | | — | | | | 0 | | | | 17,692 | | | | 35,384 | | | | — | | | | — | | | | — | | | | 950,060 | | | | | 6/25/2019 | | | | Options | (4) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 44,228 | | | | 53.70 | | | | 314,019 | |
| | | | | | | Estimated Possible
Payouts Under Non-Equity
Incentive Plan Awards | | Estimated Future
Payouts Under Equity
Incentive Plan Awards | | All Other
Stock
Awards:
Number
of Shares
of Stock | | All Other
Option
Awards:
Number of
Securities
Underlying | | Exercise
or Base
Price of
Option | | Grant
Date Fair
Value of
Stock and
Option | | Name | | Grant Date | | Award
Type | | Threshold
($) | | Target
($) | | Maximum
($) | | Threshold
(#) | | Target
(#) | | Maximum
(#) | | or Units
(#) | | Options
(#) | | Awards
($/Share) | | Awards
($) | | Jeffrey L. Harmening | | | | Cash(1) | | 0 2,250,000 | | | | 4,500,000 | | — | | — | | — | | — | | — | | — | | — | | | | 6/29/2021 | | RSU(2) | | — | | — | | — | | — | | — | | — | | 30,194 | | — | | — | | 1,812,546 | | | | 6/29/2021 | | PSU(3) | | — | | — | | — | | 0 | | 60,388 | | 120,776 | | — | | — | | — | | 3,545,379 | | | | 6/29/2021 | | Options(4) | | — | | — | | — | | — | | — | | — | | — | | 150,967 | | 60.03 | | 1,323,981 | | Jonathon J. Nudi | | | | Cash(1) | | 0 | | 936,000 | | 1,872,000 | | — | | — | | — | | — | | — | | — | | — | | | | 6/29/2021 | | RSU(2) | | — | | — | | — | | — | | — | | — | | 10,537 | | — | | — | | 632,536 | | | | 6/29/2021 | | PSU(3) | | — | | — | | — | | 0 | | 21,074 | | 42,148 | | — | | — | | — | | 1,237,255 | | | | 6/29/2021 | | Options(4) | | — | | — | | — | | — | | — | | — | | — | | 52,682 | | 60.03 | | 462,021 | | Kofi A. Bruce | | | | Cash(1) | | 0 | | 750,833 | | 1,501,667 | | — | | — | | — | | — | | — | | — | | — | | | | 6/29/2021 | | RSU(2) | | — | | — | | — | | — | | — | | — | | 9,579 | | — | | — | | 575,027 | | | | 6/29/2021 | | PSU(3) | | — | | — | | — | | 0 | | 19,158 | | 38,316 | | — | | — | | — | | 1,124,766 | | | | 6/29/2021 | | Options(4) | | — | | — | | — | | — | | — | | — | | — | | 47,893 | | 60.03 | | 420,022 | | Jaime Montemayor | | | | Cash(1) | | 0 | | 500,000 | | 1,000,000 | | — | | — | | — | | — | | — | | — | | — | | | | 6/29/2021 | | RSU(2) | | — | | — | | — | | — | | — | | — | | 5,831 | | — | | — | | 350,035 | | | | 6/29/2021 | | PSU(3) | | — | | — | | — | | 0 | | 11,662 | | 23,324 | | — | | — | | — | | 684,676 | | | | 6/29/2021 | | Options(4) | | — | | — | | — | | — | | — | | — | | — | | 29,153 | | 60.03 | | 255,672 | | Richard C. Allendorf | | | | Cash(1) | | 0 | | 500,000 | | 1,000,000 | | — | | — | | — | | — | | — | | — | | — | | | | 6/29/2021 | | RSU(2) | | — | | — | | — | | — | | — | | — | | 5,831 | | — | | — | | 350,035 | | | | 6/29/2021 | | PSU(3) | | — | | — | | — | | 0 | | 11,662 | | 23,324 | | — | | — | | — | | 684,676 | | | | 6/29/2021 | | Options(4) | | — | | — | | — | | — | | — | | — | | — | | 29,153 | | 60.03 | | 255,672 | | John R. Church | | | | Cash(1) | | 0 | | 406,800 | | 813,600 | | — | | — | | — | | — | | — | | — | | — | | | | 6/29/2021 | | RSU(2) | | — | | — | | — | | — | | — | | — | | 5,831 | | — | | — | | 350,035 | | | | 6/29/2021 | | PSU(3) | | — | | — | | — | | 0 | | 11,662 | | 23,324 | | — | | — | | — | | 684,676 | | | | 6/29/2021 | | Options(4) | | — | | — | | — | | — | | — | | — | | — | | 29,153 | | 60.03 | | 255,672 |
(1) | | | (1) | Annual Incentive Awards for Fiscal 20202022 Performance: Cash.Includes the potential range of 20202022 annual incentive awards granted under the Executive Incentive Plan as described in the Compensation Discussion and Analysis. The actual amount earned for fiscal 20202022 performance is reported under the “Non-Equity“Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table. |
(2) | | | (2) | Long-Term Incentive Awards: Restricted Stock Units.Includes RSUs granted in fiscal 20202022 under the 2017 Stock Compensation Plan. |
(3) | | | (3) | Long-Term Incentive Awards: Performance Share Units.Includes PSUs that will be paid out based on a fiscal 2020-20222022-2024 performance period under the 2017 Stock Compensation Plan as described in the Compensation Discussion & Analysis. |
(4) | | | (4) | Long-Term Incentive Awards: Options.Includes options granted in fiscal 20202022 under the 2017 Stock Compensation Plan. |
Information on the terms of these awards are described under “Elements of Total Direct Compensation and Alignment with Performance Measures” in the Compensation Discussion and Analysis. See Potential Payments Upon Termination or Change in Control for a discussion of how equity awards are treated under various termination scenarios.
| | | | | | | | | | | GENERAL MILLS, INC. - Notice | Information on the terms of 2020 Annual Meetingthese awards is described under “Elements of ShareholdersTotal Direct Compensation and Proxy StatementAlignment with Performance Measures” in the Compensation Discussion and Analysis. See Potential Payments Upon Termination or Change in Control for a discussion of how equity awards are treated under various termination scenarios. | | |
Table of Contents
EXECUTIVE COMPENSATIONExecutive Compensation
Outstanding Equity Awards at 2022 Fiscal Year-End The following table summarizes the outstanding equity awards as of May 29, 20202022, for each of the NEOs. Outstanding Equity Awards at 2020 Fiscal Year-End
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | | | Stock Awards | Name | | Vesting Date(1) | | Number of
Securities
Underlying
Unexercised
Options (#) Exercisable | | Number of
Securities
Underlying
Unexercised
Options (#) Unexercisable | | Options Exercise Price ($) | | Option Expiration Date | | | | Number of Shares or Units of Stock That Have Not Vested (#) | | Market
Value of
Shares or
Units That
Have Not
Vested(2) ($) | | Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested(3) (#) | | Market Value of Shares or Units That Have Not Vested(2) ($) | Jeffrey L. Harmening | | | | 6/21/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,275 | | | | $ | 710,776 | | | | | | | | | | | | | | | | 8/1/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 39,810 | | | | $ | 2,509,622 | | | | | | | | | | | | | | | | 6/27/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 27,018 | | | | $ | 1,703,215 | | | | | | | | | | | | | | | | 7/27/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 33,350 | | | | $ | 2,102,384 | | | | | | 6/25/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 65,178 | | | | $ | 4,108,821 | | | | | | 6/26/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 32,567 | | | | $ | 2,053,024 | | | | | | | | | | | | | | | | 6/25/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 32,589 | | | | $ | 2,054,411 | | | | | | | | | | | | | | | | 6/28/2015 | | | | | 44,147 | | | | | — | | | | $ | 37.21 | | | | | 7/28/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6/26/2016 | | | | | 47,306 | | | | | — | | | | $ | 38.15 | | | | | 7/26/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6/25/2017 | | | | | 37,895 | | | | | — | | | | $ | 48.33 | | | | | 7/25/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6/24/2018 | | | | | 60,056 | | | | | — | | | | $ | 53.70 | | | | | 7/24/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6/30/2019 | | | | | 57,879 | | | | | — | | | | $ | 55.72 | | | | | 7/31/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6/21/2020 | | | | | — | | | | | 112,748 | | | | $ | 66.52 | | | | | 7/21/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6/27/2021 | | | | | — | | | | | 270,173 | | | | $ | 55.52 | | | | | 7/27/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6/26/2022 | | | | | — | | | | | 325,663 | | | | $ | 46.06 | | | | | 7/26/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6/25/2023 | | | | | — | | | | | 162,943 | | | | $ | 53.70 | | | | | 7/25/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | Jonathon J. Nudi | | | | 6/21/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,210 | | | | $ | 265,398 | | | | | | | | | | | | | | | | 8/1/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,608 | | | | $ | 794,808 | | | | | | | | | | | | | | | | 6/27/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,556 | | | | $ | 539,370 | | | | | | | | | | | | | | | | 7/27/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,784 | | | | $ | 805,903 | | | | | | 6/25/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 21,416 | | | | $ | 1,350,065 | | | | | | 6/26/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,484 | | | | $ | 786,991 | | | | | | | | | | | | | | | | 6/25/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,708 | | | | $ | 675,032 | | | | | | | | | | | | | | | | 6/28/2015 | | | | | 26,409 | | | | | — | | | | $ | 37.21 | | | | | 7/28/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6/26/2016 | | | | | 23,656 | | | | | — | | | | $ | 38.15 | | | | | 7/26/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6/25/2017 | | | | | 21,785 | | | | | — | | | | $ | 48.33 | | | | | 7/25/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6/24/2018 | | | | | 16,059 | | | | | — | | | | $ | 53.70 | | | | | 7/24/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6/30/2019 | | | | | 19,293 | | | | | — | | | | $ | 55.72 | | | | | 7/31/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6/21/2020 | | | | | — | | | | | 42,093 | | | | $ | 66.52 | | | | | 7/21/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6/27/2021 | | | | | — | | | | | 85,555 | | | | $ | 55.52 | | | | | 7/27/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6/26/2022 | | | | | — | | | | | 124,838 | | | | $ | 46.06 | | | | | 7/26/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6/25/2023 | | | | | — | | | | | 53,539 | | | | $ | 53.70 | | | | | 7/25/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | Kofi A. Bruce | | | | 6/21/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,353 | | | | $ | 85,293 | | | | | | | | | | | | | | | | 8/1/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,320 | | | | $ | 209,293 | | | | | | | | | | | | | | | | 6/27/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,503 | | | | $ | 283,869 | | | | | | | | | | | | | | | | 7/27/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,614 | | | | $ | 227,827 | | | | | | 6/25/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,656 | | | | $ | 293,514 | | | | | | 6/26/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,529 | | | | $ | 222,468 | | | | | | | | | | | | | | | | 6/25/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,328 | | | | $ | 146,757 | | | | | | | | | | | | | | | | 6/28/2015 | | | | | 6,090 | | | | | — | | | | $ | 37.21 | | | | | 7/28/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6/26/2016 | | | | | 10,911 | | | | | — | | | | $ | 38.15 | | | | | 7/26/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6/30/2019 | | | | | 14,919 | | | | | — | | | | $ | 55.72 | | | | | 7/31/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6/21/2020 | | | | | — | | | | | 13,530 | | | | $ | 66.52 | | | | | 7/21/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6/27/2021 | | | | | — | | | | | 11,257 | | | | $ | 55.52 | | | | | 7/27/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6/26/2022 | | | | | — | | | | | 35,281 | | | | $ | 46.06 | | | | | 7/26/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6/25/2023 | | | | | — | | | | | 11,639 | | | | $ | 53.70 | | | | | 7/25/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Option Awards | | Stock Awards | | Name | | Vesting
Date(1) | | Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable | | Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable | | Options
Exercise
Price
($) | | Option
Expiration
Date | | Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#) | | Market
Value of
Shares or
Units
That
Have Not
Vested(2)
($) | | Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested(3)
(#) | | Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested(2)
($) | | Jeffrey L. Harmening | | 6/26/2022 | | | | | | | | | | 32,567 | | 2,276,108 | | | | | | | | 6/27/2022 | | | | | | | | | | 130,356 | | 9,110,581 | | | | | | | | 6/25/2023 | | | | | | | | | | 32,589 | | 2,277,645 | | | | | | | | 6/30/2023 | | | | | | | | | | | | | | 113,548 | | 7,935,870 | | | | 6/29/2024 | | | | | | | | | | | | | | 120,776 | | 8,441,035 | | | | 6/30/2024 | | | | | | | | | | 28,387 | | 1,983,967 | | | | | | | | 6/29/2025 | | | | | | | | | | 30,194 | | 2,110,259 | | | | | | | | 6/25/2017 | | 37,895 | | — | | 48.33 | | 7/25/2023 | | | | | | | | | | | | 6/24/2018 | | 60,056 | | — | | 53.70 | | 7/24/2024 | | | | | | | | | | | | 6/30/2019 | | 57,879 | | — | | 55.72 | | 7/31/2025 | | | | | | | | | | | | 6/21/2020 | | 112,748 | | — | | 66.52 | | 7/21/2026 | | | | | | | | | | | | 6/27/2021 | | 270,173 | | — | | 55.52 | | 7/27/2027 | | | | | | | | | | | | 6/26/2022 | | — | | 325,663 | | 46.06 | | 7/26/2028 | | | | | | | | | | | | 6/25/2023 | | — | | 162,943 | | 53.70 | | 7/25/2029 | | | | | | | | | | | | 6/30/2024 | | — | | 141,931 | | 61.65 | | 7/31/2030 | | | | | | | | | | | | 6/29/2025 | | — | | 150,967 | | 60.03 | | 7/29/2031 | | | | | | | | | | Jonathon J. Nudi | | 6/26/2022 | | | | | | | | | | 12,484 | | 872,507 | | | | | | | | 6/27/2022 | | | | | | | | | | 42,832 | | 2,993,528 | | | | | | | | 6/25/2023 | | | | | | | | | | 10,708 | | 748,382 | | | | | | | | 6/30/2023 | | | | | | | | | | | | | | 37,308 | | 2,607,456 | | | | 6/29/2024 | | | | | | | | | | | | | | 42,148 | | 2,945,724 | | | | 6/30/2024 | | | | | | | | | | 9,327 | | 651,864 | | | | | | | | 6/29/2025 | | | | | | | | | | 10,537 | | 736,431 | | | | | | | | 6/25/2017 | | 10,894 | | — | | 48.33 | | 7/25/2023 | | | | | | | | | | | | 6/24/2018 | | 16,059 | | — | | 53.70 | | 7/24/2024 | | | | | | | | | | | | 6/30/2019 | | 19,293 | | — | | 55.72 | | 7/31/2025 | | | | | | | | | | | | 6/21/2020 | | 42,093 | | — | | 66.52 | | 7/21/2026 | | | | | | | | | | | | 6/27/2021 | | 85,555 | | — | | 55.52 | | 7/27/2027 | | | | | | | | | | | | 6/26/2022 | | — | | 124,838 | | 46.06 | | 7/26/2028 | | | | | | | | | | | | 6/25/2023 | | — | | 53,539 | | 53.70 | | 7/25/2029 | | | | | | | | | | | | 6/30/2024 | | — | | 46,635 | | 61.65 | | 7/31/2030 | | | | | | | | | | | | 6/29/2025 | | — | | 52,682 | | 60.03 | | 7/29/2031 | | | | | | | | |
| | | | | | | | 52 | | | GENERAL MILLS, INC. - Notice of 20202022 Annual Meeting of Shareholders and Proxy Statement | | 67 |
Table of Contents
EXECUTIVE COMPENSATIONExecutive Compensation
| | | | | | Option Awards | | | | Stock Awards | | Option Awards | | Stock Awards | Name | | Vesting Date(1) | | Number of
Securities
Underlying
Unexercised
Options (#) Exercisable | | Number of
Securities
Underlying
Unexercised
Options (#) Unexercisable | | Options Exercise Price ($) | | Option Expiration Date | | | | Number of Shares or Units of Stock That Have Not Vested (#) | | Market
Value of
Shares or
Units That
Have Not
Vested(2) ($) | | Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested(3) (#) | | Market Value of Shares or Units That Have Not Vested(2) ($) | | Vesting
Date(1) | | Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable | | Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable | | Options
Exercise
Price
($) | | Option
Expiration
Date | | Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#) | | Market
Value of
Shares or
Units
That
Have Not
Vested(2)
($) | | Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested(3)
(#) | | Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested(2)
($) | John R. Church | | | 6/21/2020 | | | | 4,961 | | | $ | 312,741 | | | | | Kofi A. Bruce | | | 6/26/2022 | | | | | | | | | | 3,529 | | 246,642 | | | | | | | | 8/1/2020 | | | | 7,299 | | | $ | 460,129 | | | | 6/27/2022 | | 9,312 | | 650,816 | | | | | | 6/27/2021 | | | | 4,954 | | | $ | 312,300 | | | | 6/25/2023 | | 2,328 | | 162,704 | | | | | | 7/27/2021 | | | | 7,782 | | | $ | 490,577 | | | 6/30/2023 | | 26,764 | | 1,870,536 | | | | 6/25/2022 | | | | 13,036 | | | $ | 821,789 | | | 6/29/2024 | | 38,316 | | 2,677,905 | | | | 6/26/2022 | | | | 7,599 | | | $ | 479,041 | | | | 6/30/2024 | | 6,691 | | 467,634 | | | | | | 6/25/2023 | | | | 6,518 | | | $ | 410,895 | | | | 6/29/2025 | | 9,579 | | 669,476 | | | | | | 6/28/2015 | | | | 52,812 | | | | — | | | $ | 37.21 | | | | 7/28/2021 | | | | 6/26/2016 | | 10,911 | | — | | 38.15 | | 7/26/2022 | | | | | | 6/26/2016 | | | | 47,306 | | | | — | | | $ | 38.15 | | | | 7/26/2022 | | | | 6/30/2019 | | 14,919 | | — | | 55.72 | | 7/31/2025 | | | | | | 6/25/2017 | | | | 43,565 | | | | — | | | $ | 48.33 | | | | 7/25/2023 | | | | 6/21/2020 | | 13,530 | | — | | 66.52 | | 7/21/2026 | | | | | | | 6/27/2021 | | 11,257 | | — | | 55.52 | | 7/27/2027 | | | | | | | 6/26/2022 | | — | | 35,281 | | 46.06 | | 7/26/2028 | | | | | | | 6/25/2023 | | — | | 11,639 | | 53.70 | | 7/25/2029 | | | | | | | 6/30/2024 | | — | | 33,455 | | 61.65 | | 7/31/2030 | | | | | | | 6/29/2025 | | — | | 47,893 | | 60.03 | | 7/29/2031 | | | | Jaime Montemayor | | | 6/27/2022 | | 29,180 | | 2,039,390 | | | | | | 6/24/2018 | | | | 35,720 | | | | — | | | $ | 53.70 | | | | 7/24/2024 | | | | 6/30/2023 | | 22,712 | | 1,587,342 | | | | 6/30/2019 | | | | 34,727 | | | | — | | | $ | 55.72 | | | | 7/31/2025 | | | | 6/29/2024 | | 23,324 | | 1,630,114 | | | | 6/21/2020 | | | | — | | | | 49,609 | | | $ | 66.52 | | | | 7/21/2026 | | | | 6/30/2024 | | 5,678 | | 396,835 | | | | | | 6/27/2021 | | | | — | | | | 49,532 | | | $ | 55.52 | | | | 7/27/2027 | | | | 6/29/2025 | | 5,831 | | 407,529 | | | | | | 6/26/2022 | | | | — | | | | 75,988 | | | $ | 46.06 | | | | 7/26/2028 | | | | 6/30/2024 | | — | | 28,387 | | 61.65 | | 7/31/2030 | | | | | | 6/25/2023 | | | | — | | | | 32,589 | | | $ | 53.70 | | | | 7/25/2029 | | | | 6/29/2025 | | — | | 29,153 | | 60.03 | | 7/29/2031 | | | Richard C. Allendorf | | | 6/21/2020 | | | | 4,961 | | | $ | 312,741 | | | | 6/26/2022 | | 7,599 | | 531,094 | | | | | | 8/1/2020 | | | | 12,079 | | | $ | 761,460 | | | | 6/27/2022 | | 26,072 | | 1,822,172 | | | | | | 6/27/2021 | | | | 8,196 | | | $ | 516,676 | | | | 6/25/2023 | | 6,518 | | 455,543 | | | | | | 7/27/2021 | | | | 7,782 | | | $ | 490,577 | | | 6/30/2023 | | 22,712 | | 1,587,342 | | | | 6/25/2022 | | | | 13,036 | | | $ | 821,789 | | | 6/29/2024 | | 23,324 | | 1,630,114 | | | | 6/26/2022 | | | | 7,599 | | | $ | 479,041 | | | | 6/30/2024 | | 5,678 | | 396,835 | | | | | | 6/25/2023 | | | | 6,518 | | | $ | 410,895 | | | | 6/29/2025 | | 5,831 | | 407,529 | | | | | | 6/28/2014 | | | | 13,897 | | | | — | | | $ | 37.40 | | | | 7/28/2020 | | | | 6/30/2019 | | 30,950 | | — | | 55.72 | | 7/31/2025 | | | | | | 6/28/2015 | | | | 10,864 | | | | — | | | $ | 37.21 | | | | 7/28/2021 | | | | 6/21/2020 | | 49,609 | | — | | 66.52 | | 7/21/2026 | | | | | | 6/26/2016 | | | | 9,731 | | | | — | | | $ | 38.15 | | | | 7/26/2022 | | | | 6/27/2021 | | 81,952 | | — | | 55.52 | | 7/27/2027 | | | | | | 6/25/2017 | | | | 8,962 | | | | — | | | $ | 48.33 | | | | 7/25/2023 | | | | 6/26/2022 | | — | | 75,988 | | 46.06 | | 7/26/2028 | | | | | | 6/24/2018 | | | | 8,408 | | | | — | | | $ | 53.70 | | | | 7/24/2024 | | | | 6/25/2023 | | — | | 32,589 | | 53.70 | | 7/25/2029 | | | | | | 6/30/2019 | | | | 30,950 | | | | — | | | $ | 55.72 | | | | 7/31/2025 | | | | 6/30/2024 | | — | | 28,387 | | 61.65 | | 7/31/2030 | | | | | | 6/21/2020 | | | | — | | | | 49,609 | | | $ | 66.52 | | | | 7/21/2026 | | | | 6/29/2025 | | — | | 29,153 | | 60.03 | | 7/29/2031 | | | | | | 6/27/2021 | | | | — | | | | 81,952 | | | $ | 55.52 | | | | 7/27/2027 | | | | | | | 6/26/2022 | | | | — | | | | 75,988 | | | $ | 46.06 | | | | 7/26/2028 | | | | | | | 6/25/2023 | | | | — | | | | 32,589 | | | $ | 53.70 | | | | 7/25/2029 | | | | Donal L. Mulligan | | | 6/21/2020 | | | | 11,426 | | | $ | 720,295 | | | | | | | 8/1/2020 | | | | 16,391 | | | $ | 1,033,289 | | | | | | | 6/27/2021 | | | | 11,123 | | | $ | 701,194 | | | | | | | 7/27/2021 | | | | 10,562 | | | $ | 665,828 | | | | | | 6/25/2022 | | | | 17,692 | | | $ | 1,115,304 | | | | | | 6/26/2022 | | | | 10,313 | | | $ | 650,132 | | | | | | | 6/25/2023 | | | | 8,846 | | | $ | 557,652 | | | | | | | 6/26/2016 | | | | 88,467 | | | | — | | | $ | 38.15 | | | | 7/26/2022 | | | | | | | 6/25/2017 | | | | 81,471 | | | | — | | | $ | 48.33 | | | | 7/25/2023 | | | | | | | 6/24/2018 | | | | 60,056 | | | | — | | | $ | 53.70 | | | | 7/24/2024 | | | | | | | 6/30/2019 | | | | 57,879 | | | | — | | | $ | 55.72 | | | | 7/31/2025 | | | | | | | 6/21/2020 | | | | — | | | | 114,251 | | | $ | 66.52 | | | | 7/21/2026 | | | | | | | 6/27/2021 | | | | — | | | | 111,221 | | | $ | 55.52 | | | | 7/27/2027 | | | | | | | 6/26/2022 | | | | — | | | | 103,127 | | | $ | 46.06 | | | | 7/26/2028 | | | | | | | 6/25/2023 | | | | — | | | | 44,228 | | | $ | 53.70 | | | | 7/25/2029 | | | |
Table of Contents Executive Compensation | | | | | Option Awards | | Stock Awards | | Name | | Vesting
Date(1) | | Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable | | Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable | | Options
Exercise
Price
($) | | Option
Expiration
Date | | Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#) | | Market
Value of
Shares or
Units
That
Have Not
Vested(2)
($) | | Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested(3)
(#) | | Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested(2)
($) | | John R. Church | | 6/26/2022 | | | | | | | | | | 7,599 | | 531,094 | | | | | | | | 6/27/2022 | | | | | | | | | | 26,072 | | 1,822,172 | | | | | | | | 6/25/2023 | | | | | | | | | | 6,518 | | 455,543 | | | | | | | | 6/30/2023 | | | | | | | | | | | | | | 22,712 | | 1,587,342 | | | | 6/29/2024 | | | | | | | | | | | | | | 15,744 | | 1,100,348 | | | | 6/30/2024 | | | | | | | | | | 5,678 | | 396,835 | | | | | | | | 6/29/2025 | | | | | | | | | | 5,831 | | 407,529 | | | | | | | | 6/25/2017 | | 22,565 | | — | | 48.33 | | 7/25/2023 | | | | | | | | | | | | 6/24/2018 | | 35,720 | | — | | 53.70 | | 7/24/2024 | | | | | | | | | | | | 6/30/2019 | | 34,727 | | — | | 55.72 | | 7/31/2025 | | | | | | | | | | | | 6/21/2020 | | 49,609 | | — | | 66.52 | | 7/21/2026 | | | | | | | | | | | | 6/27/2021 | | 49,532 | | — | | 55.52 | | 7/27/2027 | | | | | | | | | | | | 6/26/2022 | | — | | 75,988 | | 46.06 | | 7/26/2028 | | | | | | | | | | | | 6/25/2023 | | — | | 32,589 | | 53.70 | | 7/25/2029 | | | | | | | | | | | | 6/30/2024 | | — | | 28,387 | | 61.65 | | 7/31/2030 | | | | | | | | | | | | 6/29/2025 | | — | | 29,153 | | 60.03 | | 7/29/2031 | | | | | | | | |
| | | | | | | (1) | | | | GENERAL MILLS, INC. - Notice of 2020 Annual Meeting of Shareholders and Proxy Statement | | 53 |
EXECUTIVE COMPENSATION
(1) | Options and RSUs vest 100 percent100% four years after the grant date. PSUs vest three years after the grant date, to the extent they are earned based on a three-year performance period. |
(2) | | | (2) | Market value of unvested RSUs and PSUs equals the closing price of our common stock on the NYSE at fiscal year-end ($63.04)69.89) multiplied by the number of units. Includes PSUs that are eligible to vest in August 2020July 2022 based on performance for the fiscal 2018-20202020-2022 performance period. |
(3) | | | (3) | Includes PSUs for fiscal 2019-20212021-2023 and fiscal 2020-20222022-2024 performance periods for all NEOs. PSUs are valued at the targetmaximum award level. The fiscal 2022-2024 PSU award for Mr. Church reflects a prorated amount due to involuntary termination without cause during the fiscal year of grant. | | |
Option Exercises and Stock Vested for Fiscal 2022 The following table summarizes the option awards exercised and RSUs vested during fiscal 20202022 for each of the NEOs. Option Exercises and Stock Vested for Fiscal 2020
| | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | Stock Awards | Name | | Number of Shares
Acquired on Exercise | | Value Realized
on Exercise(1)
($) | | Number of Shares
Acquired on Vesting | | Value Realized
on Vesting(2)
($) | Jeffrey L. Harmening | | | | 86,691 | | | | | 2,189,199 | | | | | 19,041 | | | | | 1,003,595 | | Jonathon J. Nudi | | | | 18,951 | | | | | 314,776 | | | | | 7,533 | | | | | 396,963 | | Kofi A. Bruce | | | | 15,582 | | | | | 263,803 | | | | | 4,545 | | | | | 239,131 | | John R. Church | | | | — | | | | | — | | | | | 10,534 | | | | | 554,813 | | Richard C. Allendorf | | | | — | | | | | — | | | | | 9,041 | | | | | 476,401 | | Donal L. Mulligan | | | | 98,764 | | | | | 1,650,346 | | | | | 33,219 | | | | | 1,764,334 | |
| | | Option Awards | | Stock Awards | | Name | | Number of
Shares Acquired
on Exercise | | Value Realized
on Exercise(1)
($) | | Number of
Shares Acquired
on Vesting | | Value Realized
on Vesting(2)
($) | | Jeffrey L. Harmening | | 91,453 | | 2,673,425 | | 76,543 | | 4,560,297 | | Jonathon J. Nudi | | 10,891 | | 254,740 | | 27,540 | | 1,640,691 | | Kofi A. Bruce | | — | | — | | 9,870 | | 588,119 | | Jaime Montemayor | | — | | — | | — | | — | | Richard C. Allendorf | | 27,101 | | 599,070 | | 19,753 | | 1,176,947 | | John R. Church | | 68,306 | | 1,752,680 | | 16,511 | | 983,626 |
(1) | | | (1) | Value realized equals the closing price of our common stock on the NYSE at exercise, less the exercise price, multiplied by the number of shares exercised. |
(2) | | | (2) | Value realized equals the closing price of our common stock on the NYSE on the vesting date multiplied by the number of shares vested. | | |
| Notice of 2022 Annual Meeting of Shareholders | 69 |
Table of Contents Executive Compensation Pension Benefits The company maintains two defined benefit pension plans that include NEOs: | ● | The General Mills Pension Plan I (“Pension Plan”) is a tax-qualified plan available to certain employees in the United States hired prior to June 1, 2013 and provides benefits based on a formula that yields an annual amount payable over the participant’s life.The Supplemental Retirement Plan of General Mills, Inc. (“Supplemental Retirement Plan”) provides benefits based on the Pension Plan formula in excess of the Internal Revenue Code limits placed on annual benefit amounts and annual compensation under the Pension Plan. The Supplemental Retirement Plan also provides benefits based on the Pension Plan formula that is attributable to deferred compensation.
| | | | | | | | ● | 54 | | | GENERAL MILLS, INC. - NoticeThe Supplemental Retirement Plan of 2020 Annual MeetingGeneral Mills, Inc. (“Supplemental Retirement Plan”) provides benefits based on the Pension Plan formula in excess of Shareholdersthe Internal Revenue Code limits placed on annual benefit amounts and Proxy Statement | | annual compensation under the Pension Plan. The Supplemental Retirement Plan also provides benefits based on the Pension Plan formula that is attributable to deferred compensation. |
EXECUTIVE COMPENSATION
The following table shows present value of accumulated benefits that NEOs are entitled to under the Pension Plan and Supplemental Retirement Plan. | | | | | | | | | Name | | Plan Name | | Number of Years
Credited Service(1) (#) | | Present Value of
Accumulated
Benefit(2) ($) | | Payments During
Last Fiscal Year(3) ($) | Jeffrey L. Harmening(5) | | Pension Plan | | 25.8710 | | 1,431,383 | | — | | | Supplemental Retirement Plan | | 25.8710 | | 9,637,352 | | — | Jonathon J. Nudi(5) | | Pension Plan | | 27.0296 | | 1,352,365 | | — | | | Supplemental Retirement Plan | | 27.0296 | | 4,475,019 | | — | Kofi A. Bruce | | Pension Plan | | 11.0000 | | 550,367 | | — | | | Supplemental Retirement Plan | | 11.0000 | | 647,533 | | — | John R. Church(5) | | Pension Plan | | 31.8334 | | 1,696,582 | | — | | | Supplemental Retirement Plan | | 31.8334 | | 6,351,119 | | — | Richard C. Allendorf(4) | | Pension Plan | | 21.4785 | | 1,441,578 | | — | | | Supplemental Retirement Plan | | 21.4785 | | 3,675,842 | | — | Donal L. Mulligan(4) | | Pension Plan | | 21.7500 | | 1,439,275 | | — | | | Supplemental Retirement Plan | | 21.7500 | | 8,751,588 | | — |
| Name | | Plan Name | | Number of
Years Credited
Service(1)
(#) | | Present Value
of Accumulated
Benefit(2)
($) | | Payments
During Last
Fiscal Year(3)
($) | | Jeffrey L. Harmening(4) | | Pension Plan | | 27.8710 | | 2,832,528 | | — | | | Supplemental Retirement Plan | | 27.8710 | | 13,976,197 | | — | | Jonathon J. Nudi(5) | | Pension Plan | | 29.0296 | | 2,171,246 | | — | | | Supplemental Retirement Plan | | 29.0296 | | 4,657,880 | | — | | Kofi A. Bruce | | Pension Plan | | 13.0000 | | 1,101,234 | | — | | | Supplemental Retirement Plan | | 13.0000 | | 790,408 | | — | | Jaime Montemayor(6) | | Pension Plan | | — | | — | | — | | | Supplemental Retirement Plan | | — | | — | | — | | Richard C. Allendorf(4) | | Pension Plan | | 23.4785 | | 3,673,343 | | — | | | Supplemental Retirement Plan | | 23.4785 | | 2,870,592 | | — | | John R. Church(4) | | Pension Plan | | 33.5000 | | 2,678,577 | | 42,322 | | | Supplemental Retirement Plan | | 33.5000 | | 6,898,269 | | 1,182 |
| (1) | Number of years of credited service equals number of years of actual service. The pension formula is calculated using a maximum of 30 years. |
| (2) | Actuarial present value is based on assumptions and methods used to calculate the benefit obligation under standards established by the Financial Accounting Standards Board, including: |
Discount rate equal to a weighted average of 3.24 percent as of the end of fiscal 2020;
��
Mortality rates based on the Pri-2012 Mortality Table with White Collar adjustment and MP-2019 generational projection;
Single life annuity payments;
Age 62 (unreduced benefit retirement age), discounted to current age; and
No pre-retirement decrements or future increases in pay, service or legislated limits.
(3) | ● | Discount rate equal to a weighted average of 4.41% as of the end of fiscal 2022; | | ● | Mortality rates based on the Pri-2012 Mortality Table with White Collar adjustment and MP-2021 generational projection; | | ● | Single life annuity payments; | | ● | Age 62 (unreduced benefit retirement age), discounted to current age; and | | ● | No pre-retirement decrements or future increases in pay, service or legislated limits. |
| (3) | In accordance with Section 409A of the Internal Revenue Code, “specified employees,” including the NEOs, must wait six months from their termination date to begin payment of any Supplemental Retirement Plan benefit accrued after December 31, 2004 and to receive a distribution of their Supplemental Savings Plan account. |
| (4) | NEO is eligible for early retirement under both the Pension Plan and the Supplemental Retirement Plan. |
| (5) | NEO is not eligible for early retirement but currently qualifies for enhanced early retirement reductions under the “Rule of 70,” as described in this section, under both the Pension Plan and the Supplemental Retirement Plan. | | (6) | NEO is not eligible for the Pension Plan based on his hire date with the company. |
The Pension Plan and Supplemental Retirement Plan formulas together provide an annual benefit amount equal to 50 percent50% of Final Average Earnings less 50 percent50% of the Social Security benefit, prorated for benefit service of less than 30 years, as discussed in this section. Final Average Earnings are the greater of (a) average of the highest five full calendar years of compensation recognized under the Plans, and (b) amount in (a) increased by compensation in the partial year of termination and decreased by the same ratio of compensation for lowest year in average. The Supplemental Retirement Plan formula replaces (b) with the final 60 months of compensation. Final Average Earnings generally approximate the salary and non-equity incentive plan compensation reported in the Summary Compensation Table.
Table of Contents Executive Compensation Early retirement benefits are available after attaining age 55 and five years of eligibility service. The Final Average Earnings portion of the benefit calculation is reduced by 2 percent2% per year for the first three years and by 4 percent4% per year for each year thereafter by which commencement precedes age 62. The Social Security offset portion of the benefit calculation is reduced by 5/9 of a percent for each of the first 36 months by which commencement precedes age 65. In addition, a temporary early retirement supplement equal to the reduced social security benefit is payable to age 62. This social security supplement is not available to those hired after January 1, 2005 or to those under the age of 50 as of June 1, 2012. Employees hired prior to January 1, 2005 that terminate prior to early retirement eligibility and whose age plus years of eligibility service is greater than or equal to 70 at termination (“Rule of 70”), can commence retirement benefits as early as age 55 with early commencement reductions that are somewhat less favorable than those | | | | | | | | | | | GENERAL MILLS, INC. - Notice of 2020 Annual Meeting of Shareholders and Proxy Statement | | 55 |
EXECUTIVE COMPENSATION
eligible for early retirement. Other terminations that occur prior to early retirement or Rule of 70 eligibility are eligible to commence benefits as early as age 55 with reductions that are closer to actuarial equivalence. The Supplemental Retirement Plan provides additional supplemental pension benefits to involuntarily terminated participants in the Executive Incentive Plan if the sum of their age and years of service as of December 31, 2017 equals or exceeds 75 and they are not retirement eligible. They receive a supplemental retirement benefit equal to the difference between their vested deferred pension benefit and a benefit determined under the early retirement provisions of the Pension Plan.
All distributions under the Pension Plan and Supplemental Retirement Plan are payable in cash. There are no provisions in either Plan that allow for additional years of service above the service actually earned by a participant. The normal form of payment under the Pension Plan for unmarried participants is a “Single Life Pension,” which provides for monthly payments for the participant’s lifetime, and for married participants, a “Joint and 50 percent 50% to Survivor Pension,” which provide for monthly payments for the participant’s lifetime and, after the participant’s death, to the participant’s designated joint pensioner for his or her lifetime in 50 percent50% of the amount. Additional forms of payment are a “Joint and 75 percent75% to Survivor Pension” and a “Joint and 100% to Survivor Pension,” which provide for monthly payments for the participant’s lifetime and, after the participant’s death, to the participant’s designated joint pensioner for his or her lifetime in 75 percent75% or 100 percent100% of the same amount, respectively, and a “Life Annuity with Ten Year Certain,” which provides for a pension payable for the participant’s lifetime, provided that if the participant dies before 120 monthly pension payments have been made, monthly payments will continue to the participant’s beneficiary until a total of 120 payments have been made.
The normal form of payment under the Supplemental Retirement Plan for unmarried participants is a “Single Life Pension,” and for married participants, a “Joint and 100% to Survivor Pension.” A “Joint and 50% to Survivor Pension” is also available. Other Retirement Savings Plans The company also offers the General Mills 401(k) Plan (“401(k) Plan”), a qualified plan available generally to employees in the United States, and the Supplemental Savings Plan of General Mills, Inc. (“Supplemental Savings Plan”), a non-qualified plan. The 401(k) Plan provides for participant contributions, together with a company match and certain company contributions. Company contributions that cannot be deposited in the 401(k) Plan due to deferred compensation or federal limitations on contributions to qualified plans are credited to the Supplemental Savings Plan for eligible participants. For the NEOs and other U.S. salaried employees hired before June 1, 2013, participant contributions to the 401(k) Plan can be matched up to 6 percent6% of earnable compensation subject to Internal Revenue Code limits. The company match has fixed and variable components. The fixed match is 50 percent50% on the first 6 percent6% of pay. In addition, the company at its discretion may add up to another 50 percent50% on the first 6 percent6% of pay after the close of each fiscal year, as an annual variable match. U.S. salaried employees hired on or after June 1, 2013 and U.S. non-union production employees hired on or after January 1, 2018 receive enhanced retirement benefits through the 401(k) Plan and the Supplemental Savings Plan, instead of participating in the Pension Plan and Supplemental Retirement Plan. This enhanced plan will also be provided to all non-union employees effective January 1, 2028, after the pension freeze has become effective. This program is made up of two parts – company match and an annual company contribution. The company match is 100 percent100% on the first 4 percent4% of pay and 50 percent50% on the next four percent4% of pay. This program does not have a discretionary variable match. In addition to the company match, there is an annual company contribution up to 5 percent5% of pay based on age plus service points. The contributions to the 401(k) Plan and Supplemental Savings Plan for the NEOs hired prior to June 1, 2013, for fiscal 20202022 are reported in the Summary Compensation Table and(and reflect 100 percent95% of the maximum annual contribution available.available). This contribution was granted to eligible 401(k) Plan participants in light of the company’s fiscal 20202022 performance. Distributions from the 401(k) Plan are permitted upon the earlier of termination or age 59.5. Distributions from the Supplemental Savings Plan are madeoccur in the calendar year following termination. | | | | | | | | 56 | | | GENERAL MILLS, INC. - Notice of 20202022 Annual Meeting of Shareholders and Proxy Statement | | 71 |
Table of Contents
EXECUTIVE COMPENSATIONExecutive Compensation
Nonqualified Deferred Compensation Our Deferred Compensation Plan is a non-qualified plan that provides most of our executives, including the NEOs, with the opportunity to defer up to 50 percent50% of base salary, 90 percent90% of annual incentive awards and 100 percent100% of RSUs. The CEO can defer up to 100 percent100% of his base salary, less tax withholding. Participants’ deferred cash accounts earn a daily rate of return that tracks the investment return achieved under participant-selected investment funds, all of which are offered to participants in our 401(k) Plan. Here are the investment funds that were available for the full fiscal year and their rates of return for fiscal 2020:2022: Stable Value Fund (2.5%(1.7%); Core Bond Fund (9.3%(-8.2%); Diversified U.S. Equity Fund (10.4%(-7.4%); Diversified U.S. Equity Index Fund (11.4%(-3.7%); Diversified International Equity Fund (0.9%(-17.8%); Diversified International Equity Index Fund (-3.2%(-12.4%); Multi-Asset Class Fund (5.0%(-3.4%). Participants are able to change their investment mix on a daily basis. RSUs in participants’ deferred stock accounts earn dividend equivalents equal to regular dividends paid on our common stock. These dividend equivalents are credited to the accounts or paid to the participants. Dividend equivalents credited to each account are used to “purchase” additional stock units for the account at a price equal to the closing price of our common stock on the NYSE on the dividend payment date. At the time of the deferral election, participants must also select a distribution date and form of distribution. Participants must start receiving distributions from deferred accounts no later than age 70. Furthermore, in the case of deferred cash, participants may not receive distributions for at least one year following the date on which the cash otherwise would have been paid out. In the case of deferred equity awards, participants may not receive shares of common stock in place of stock units for at least one year following the vesting date of the award. Participants may elect to receive distributions in a single payment or up to ten annual installments. | Name | | Executive
Contributions
in Last FY
($) | | Registrant
Contributions
in Last FY
($) | | Aggregate
Earnings
in Last FY
($) | | | Aggregate
Withdrawals/
Distributions
($) | | Aggregate
Balance at
Last FYE
($) | | Jeffrey L. Harmening | | 1,611,083 | | — | | 980,001 | | | — | | 15,353,414 | | Jonathon J. Nudi | | 510,194 | | — | | 253,270 | | | — | | 1,756,636 | | Kofi A. Bruce | | — | | — | | — | | | — | | — | | Jaime Montemayor | | — | | — | | — | | | — | | — | | Richard C. Allendorf | | 271,000 | | — | | (37,153 | ) | | — | | 1,289,143 | | John R. Church | | — | | — | | — | | | — | | — |
| | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Executive Contributions in Last FY ($) | | Registrant Contributions in Last FY ($) | | Aggregate Earnings
in Last FY ($) | | Aggregate Withdrawals/ Distributions ($) | | Aggregate
Balance at Last
FYE ($) | | Jeffrey L. Harmening | | | | 460,075 | | | | | — | | | | | 1,100,024 | | | | | — | | | | | 8,716,193 | | | Jonathon J. Nudi | | | | — | | | | | — | | | | | 184,843 | | | | | — | | | | | 963,409 | | | Kofi A. Bruce | | | | 44,537 | | | | | — | | | | | 12,811 | | | | | 198,230 | | | | | 55,415 | | | John R. Church | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | Richard C. Allendorf | | | | — | | | | | — | | | | | 15,791 | | | | | — | | | | | 460,000 | | | Donal L. Mulligan | | | | — | | | | | — | | | | | 480,719 | | | | | 1,918,137 | | | | | 8,980,214 | |
Potential Payments Upon Termination or Change in Control Payments and benefits received by the NEOs upon termination are governed by the arrangements described below and quantified at the end of this section. We have estimated the amounts involved assuming that the termination became effective as of the last business day of fiscal 2020.2022. The actual amounts to be paid out can only be determined at the time of the NEO’s departure from the company. Pension Plan and Supplemental Retirement Plan Generally, any NEOs who are terminated for any reason receive their vested benefits under the Pension Plan and Supplemental Retirement Plan as outlined in the Pension Benefits section. Deferred Compensation Plan Generally, any NEOs who are terminated for any reason receive contributions and accumulated earnings as outlined in the Nonqualified Deferred Compensation section. Amounts are paid in accordance with the distribution date and form of distribution elected by the NEO at time of deferral. | 72 | | | | | | | | | | | GENERAL MILLS, INC. - Notice of 2020 Annual Meeting of Shareholders and Proxy Statement | | 57General Mills Inc. |
Table of Contents
EXECUTIVE COMPENSATIONExecutive Compensation
Stock Compensation Plans Unvested equity awards granted to the NEOs are generally treated as follows: | | | | | | | Nature of Termination | | RSUs | | PSUs(2) | | Stock Options | | | | | Voluntary | | Forfeit | | Forfeit | | Forfeit | | | | | Involuntary for Cause | | Forfeit | | Forfeit | | Forfeit | | | | | Involuntary without Cause where Age + Years of Service < 70 years | | Pro rata vest | | Pro rata vest with payout subject to actual performance at the end of the performance period | | Pro rata vest, exercisable for shorter of remainder of option term or one year | | | | | Involuntary without Cause where Age + Years of Service ³≥ 70 years | | Normal vesting continues | | Within fiscal year of grant: pro rata vest; After fiscal year of grant: fully vest; payout subject to actual performance at the end of the performance period | | Normal vesting continues, exercisable for remainder of option term | | | | | Retirement – Normal and Early | | Normal vesting continues | | Within fiscal year of grant: pro rata vest; After fiscal year of grant: fully vest; payout subject to actual performance at the end of the performance period | | Normal vesting continues, exercisable for remainder of option term | | | | | Death | | Fully vest | | Fully vest | | Fully vest, exercisable for remainder of option term | | | | | Change in Control(1) | | Double-trigger vesting | | Double-trigger vesting | | Subject to double-trigger vesting and then exercisable for shorter of remainder of option term or one year |
Equity awards granted to the Chief Executive Officer, beginning with the June 2018 award, have the same termination provisions set forth in the table above, except for the following more restrictive vesting provisions: | | | | | | | Nature of Termination | | RSUs | | PSUs | | Stock Options | | | | | Involuntary without Cause | | Pro rata vest | | Pro rata vest with payout subject to actual performance at the end of the performance period | | Pro rata vest, exercisable for the earliershorter of remainder of option term or one year after last day worked or end of original option term | | | | | Early Retirement (age 55 + 5 years of service) | | Pro rata vest | | Pro rata vest with payout subject to actual performance at the end of the performance period | | Pro rata vest, exercisable for remainder of option term | | | | | Normal Retirement (age 62 + 5 years of service) | | Normal vesting continues | | Within fiscal year of grant: pro rata vest; After fiscal year of grant: fully vest; payout subject to actual performance at the end of the performance period | | Normal vesting continues, exercisable for remainder of option term |
| (1) | For double trigger vesting: (1) the change in control must be consummated, and (2) either the participant must be involuntarily terminated other than for cause (or must terminate with “good reason”) within two years of the change in control, or awards are neither assumed nor replaced with awards that fairly preserve their value. | | (2) | Beginning with the fiscal 2022 grant all NEOs are required to hold PSUs for an addition one-year period after vesting. |
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EXECUTIVE COMPENSATION
Health Benefits The NEOs who were hired prior to January 1, 2016 qualify for the same retiree medical benefits available to the rest of our salaried employees in the United States.States who were hired prior to January 1, 2016. If an NEO is involuntarily terminated or terminated in connection with a change in control, he or she can receive medical coverage for 18 to 24 months under the Severance Plan described below. This coverage is the same as all other salaried employees would receive if involuntarily terminated. | Notice of 2022 Annual Meeting of Shareholders | 73 |
Table of Contents Executive Compensation Executive Separation Pay and Benefits Program The General Mills Separation Pay and Benefits Program for Officers (“Severance Plan”) establishes the severance payments and benefits for all corporate executives, including the NEOs. The Severance Plan is intended to attract and retain NEOs and to promote orderly succession for key roles, particularly during the critical period surrounding a change in control when they are needed to minimize disruption to the business and to reassure shareholders and other stakeholders. This Severance Plan is in lieu of employment contracts, which we do not have with any NEO. For the NEOs, the Severance Plan provides 18 to 24 months continuation of base salary, target bonus, health benefits, life insurance and outplacement assistance following an involuntary termination other than for cause, death or disability. The Severance Plan also provides for a pro-rated bonus in the year of termination based on actual results for the year. Base salary and bonus continuation payments are paid monthly, and medical and dental benefits are maintained by the company as outlined in the Severance Plan. In the event of a change in control and either (i) an involuntary termination other than for cause, death or disability or (ii) voluntary termination for good reason within two years after a change in control, select senior executives, including each NEO, will receive a lump sum payment equal to 18 to 24 months of base salary and target bonus payable within 30 days of termination, in addition to the other benefits described above. Executives who are eligible for change in control payments will not receive excise tax gross-ups on those payments to the extent they are subject to excise taxes under Internal Revenue Code Section 4999. Instead, change in control payments will be subject to a “net best” provision, whereby the NEOs will receive either the original amount of the payment or a reduced amount, depending on which will provide them a greater after-tax benefit. As a condition of receiving benefits under the Severance Plan, the NEOs are required to sign a separation agreement containing a general release and confidentiality, cooperation with litigation, non-disparagement, non-competition and non-solicitation provisions. For the purposes of the Severance Plan, “change in control” includes: Certain acquisitions of 20 percent or more of the voting power of securities entitled to vote in the election of directors;
Changes in a majority of the incumbent directors (incumbent directors include directors approved by a majority of the incumbents);
Certain reorganizations, mergers, asset sales or other transactions that result in existing shareholders owning less than 60 percent of the company’s outstanding voting securities; or
A complete liquidation of the company.
| ● | Certain acquisitions of 20% or more of the voting power of securities entitled to vote in the election of directors; | | | | ● | Changes in a majority of the incumbent directors (incumbent directors include directors approved by a majority of the incumbents); | | | | ● | Certain reorganizations, mergers, asset sales or other transactions that result in existing shareholders owning less than 60% of the company’s outstanding voting securities; or | | | | ● | A complete liquidation of the company. |
“Cause” includes: Conviction of, or plea of guilty or no contest with respect to, a felony;
Improper disclosure of proprietary information or trade secrets of the company and its affiliates;
Willful failure to perform, or negligent performance of, employment duties;
Falsification of any records or documents of the company and its affiliates;
Willful misconduct, misappropriation, breach of fiduciary duty, fraud, or embezzlement with regard to the company and its affiliates;
Violation of any employment rules, policies or procedures of the company and its affiliates; or
Intentional or gross misconduct that injures the business or reputation of the company and its affiliates.
| ● | Conviction of, or plea of guilty or no contest with respect to, a felony; | | | | ● | Improper disclosure of proprietary information or trade secrets of the company and its affiliates; | | | | ● | Willful failure to perform, or negligent performance of, employment duties; | | | | ● | Falsification of any records or documents of the company and its affiliates; | | | | ● | Willful misconduct, misappropriation, breach of fiduciary duty, fraud, or embezzlement with regard to the company and its affiliates; | | | | ● | Violation of any employment rules, policies or procedures of the company and its affiliates; or | | | | ● | Intentional or gross misconduct that injures the business or reputation of the company and its affiliates. |
“Good reason” includes: | ● | Material diminishment of the executive’s position, authority, duties or responsibilities;Decrease in base salary, annual bonus or long-term incentive opportunity;
Certain required relocations; or
Failure to bind successors to the Severance Plan.
| | | | | | | | | | | GENERAL MILLS, INC. - Notice of 2020 Annual Meeting of Shareholders and Proxy Statement● | Decrease in base salary, annual bonus or long-term incentive opportunity; | | | 59● | Certain required relocations; or | | | | ● | Failure to bind successors to the Severance Plan. |
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EXECUTIVE COMPENSATIONExecutive Compensation
Payments and Benefits as of the Last Business Day of Fiscal 20202022 The payments and benefits for the NEOs under each termination scenario are outlined below. Perquisites and other personal benefits are valued on the basis of their aggregate incremental cost to the company. TERMINATION AND CHANGE IN CONTROL PAYMENTS AND BENEFITS | | | | | | | | | Benefit or Payment | | Retirement | | Involuntary Not For
Cause Termination | | Death | | Change in Control | | | | | | Prorated Bonus | | Yes | | Yes | | Yes | | Yes | | | | | | Deferred Compensation Plan Contributions and Earnings | | Yes | | Yes | | Yes | | Yes | | | | | | Vested Benefits in the Pension Plan and Supplemental Retirement Plan(1) | | Yes | | Yes | | Yes | | Yes | | | | | | Vesting of Unvested RSUs(2) | | Continued | | Continued | | Immediate | | Double Trigger | | | | | | Vesting of Unvested PSUs(3) | | Performance
Period | | Performance
Period | | Immediate | | Double TriggerTreatment upon termination outlined on page 62 | | | | | | Vesting of Unvested Stock Options(4) | | Continued | | Continued | | Immediate | | Double Trigger | | | | | | Medical and Life Insurance Benefits(5) | | General Plan | | Continued 18-24 months | | No | | Continued 18-24 months | | | | | | Spouse/Dependent Medical Benefits(5) | | General Plan | | Continued 18-24 months | | No | | Continued 18-24 months | | | | | | Pay Continuance(5) | | No | | 18-24 months’ Salary &
Target Bonus | | No | | 18-24 months’ Salary &
Target Bonus | | | | | | Additional Pension Benefit(6)
| | No | | Rule of 75/Age 55+ | | No | | Rule of 75/Age 55+ | | | | | | Outplacement Assistance | | No | | Yes | | No | | Yes | | | | | | Financial Counseling(7)(6) | | Yes | | No | | Yes | | No | | | | | | Company Car Purchase Option | | Yes | | Yes | | No | | No |
| (1) | Mr. MulliganAllendorf, Mr. Church and Mr. AllendorfHarmening were eligible for early retirement as of the last business day of fiscal 2020. 2022. |
(2) | | | (2) | For vesting of unvested RSUs, the values included in the table at the end of this section are based on the number of RSUs that would have vested if termination occurred on the last business day of fiscal 2020,2022, multiplied by the closing price of our common stock on the NYSE as of that date ($63.04)69.89). RSUs granted to the CEO, beginning with the fiscal 2018 award, and all other NEOs beginning with the fiscal 2019 award will have continued vesting in the case of “retirement” and “involuntary not for cause termination”. |
(3) | | | (3) | For vesting of unvested PSUs, the values included in the table at the end of this section are based on the number of PSUs that would have vested if termination occurred on the last business day of fiscal 2020,2022, assuming target performance, multiplied by the closing price of our common stock on the NYSE as of that date ($63.04)69.89). |
(4) | | | (4) | For vesting of unvested stock options, the values included in the table at the end of this section are based on the number of options that would have vested if termination occurred on the last business day of fiscal 2020,2022, multiplied by the difference between the exercise price and the closing price of our common stock on the NYSE as of that date ($63.04)69.89). |
(5) | | | (5) | The NEOs hired prior to January 1, 2016 qualify for retiree medical benefits available to the rest of our salaried employees in the United States.States hired prior to January 1, 2016. Executives receive 18 to 24 months continued pay and medical and life insurance benefits if they are involuntarily terminated or terminated in connection with a change in control. |
| | | | | | | | | | 60(6) | | | GENERAL MILLS, INC. - Notice of 2020 Annual Meeting of Shareholders and Proxy Statement | | |
EXECUTIVE COMPENSATION
(6) | Under the Rule of 75, if the sum of an NEO’s age and years of service is equal to or exceeds 75 and the officer is involuntarily terminated before early retirement eligibility, he or she receives a supplemental retirement benefit equal to the difference between the officer’s vested deferred pension benefit and a benefit determined under the early retirement provisions of the Pension Plan. Mr. Church was eligible for this benefit.
|
(7) | One year of financial counseling is available if the NEO is retirement eligible. Mr. Mulligan and Mr. AllendorfChurch qualified as of the last business day of fiscal 2020.his retirement date. One year of financial counseling is also available to a NEO’s spouse upon the officer’s death, whether or not the officer was retirement eligible. |
The following table outlines the value of payments and benefits that the NEOs would receive under various termination scenarios as of the last business day of fiscal 2020,2022, excluding any prorated bonus, accrued vacation pay, Deferred Compensation Plan contributions and earnings and vested benefits in the Pension Plan and Supplemental Retirement Plan: | Name | | Retirement on
5/29/2022
($) | | Involuntary Not
For Cause
Termination on
5/29/2022
($) | | Death on
5/29/2022
($) | | Change in Control
Under Severance
Pay Plan on
5/29/2022
($) | | Jeffrey L. Harmening | | — | | 17,530,811 | | 40,790,009 | | 43,689,555 | | Jonathon J. Nudi | | — | | 2,638,044 | | 14,132,728 | | 16,762,772 | | Kofi A. Bruce | | — | | 3,604,460 | | 6,494,922 | | 8,005,147 | | Jaime Montemayor | | — | | 1,942,224 | | 5,219,452 | | 6,332,229 | | Richard C. Allendorf | | 8,000 | | 1,751,912 | | 8,451,344 | | 10,187,256 |
| | | Notice of 2022 Annual Meeting of Shareholders | 75 |
Table of Contents | | | | | | | | | | | | | | | | | | | | | | Name | | Retirement on
5/29/2020 ($) | | Involuntary Not
For Cause
Termination on
5/29/2020 ($) | | Death on
5/29/2020 ($) | | Change in Control
Under Severance
Pay Plan on
5/29/2020 ($) | | Jeffrey L. Harmening | | | | — | | | | | 7,885,097 | | | | | 25,236,394 | | | | | 29,416,316 | | | Jonathon J. Nudi | | | | — | | | | | 3,537,121 | | | | | 8,795,830 | | | | | 11,437,035 | | | Kofi A. Bruce | | | | — | | | | | 2,649,401 | | | | | 2,364,357 | | | | | 4,307,767 | | | John R. Church | | | | — | | | | | 3,873,719 | | | | | 5,464,716 | | | | | 8,637,568 | | | Richard C. Allendorf | | | | 793,909 | | | | | 2,536,720 | | | | | 6,259,131 | | | | | 7,993,941 | | | Donal L. Mulligan | | | | 1,407,097 | | | | | 4,485,299 | | | | | 8,824,102 | | | | | 11,894,304 | |
Executive Compensation On January 31, 2022, John Church, our former Chief Transformation & Enterprise Services Officer qualified for the following severance payments and benefits in connection with his role elimination and involuntary termination without cause from the company, which are valued on the basis described above: He received a two-year continuation of base salary and target bonus totaling $2,576,400 under the Severance Plan. The portion paid to Mr. Church in fiscal 2022 is included in the Summary Compensation Table. Outstanding equity awards will continue to vest until the end of the original vesting periods and did not accelerate upon his departure. The company granted Mr. Church a financial counseling allowance of $8,000 and provided outplacement assistance. He will also receive his prorated bonus, Deferred Compensation Plan contributions and earnings, vested benefits in the Pension Plan and Supplemental Retirement Plan and retiree medical benefits available to the rest of our salaried employees in the U.S. CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K, the company is required to disclose the ratio of the annual total compensation of our CEO to the annual total compensation of the median employee of the company (the “Pay Ratio Disclosure”). For fiscal 2020:2022: The total compensation of our median employee was $77,414;
The total compensation of our CEO was $15,837,590; and
The ratio of our CEO’s total compensation to the median employee’s total compensation was 205 to 1.
| ● | The total compensation of our median employee was $62,454; | | | | ● | The total compensation of our CEO was $12,266,195; and | | | | ● | The ratio of our CEO’s total compensation to the median employee’s total compensation was 196 to 1. |
To identify our median employee, we compared fiscal 20202022 base salaries, target annual incentives and allowances for all individuals who were employed by us on March 1, 2020,2022, excluding our CEO, annualized for any permanent employees who joined the company during fiscal 2020.2022. We did not make any cost-of-living adjustments. We excluded all employees based in the following countries as permitted by SEC rules under a de minimisexemption: Ireland (15), Mexico (944), New Zealand (19), Singapore (196)(1,047) and Thailand (167)Taiwan (412). The total number of excluded employees (1,341)(1,459) represents less than 5% of our total employee population of approximately 35,00032,500 employees worldwide. The Pay Ratio Disclosure presented above is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the Pay Ratio Disclosure may not be comparable to the pay ratio disclosures reported by other companies. | 76 | | | | | | | | | | | GENERAL MILLS, INC. - Notice of 2020 Annual Meeting of Shareholders and Proxy Statement | | 61General Mills Inc. |
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RATIFY APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The board of directors unanimously recommends a vote FOR the ratificationRatify Appointment of the appointment of KPMG LLP as our independent auditor for fiscal 2021.Independent Registered Public Accounting Firm
The audit committee is responsible for the selection, retention, oversight, evaluation and compensation of the independent auditor. The audit committee has appointed KPMG LLP (“KPMG”) to serve as our independent auditor for fiscal 2021. KPMG has served as the company’s independent auditor since 1928.
The audit committee annually reviews KPMG’s qualifications, performance, independence and fees in making its decision whether to engage KPMG. The focus of the process is to select and retain the most qualified firm to perform the annual audit. During the review and selection process, the audit committee considers a number of factors, including:
Recent and historical audit performance, including the results of a management survey concerning KPMG’s service;
The relevant experience, expertise and capabilities of KPMG and the audit engagement team in relation to the nature and complexity of our business;
A review of the firm’s independence and internal quality controls;
Any legal or regulatory proceedings that raise concerns about KPMG’s qualifications or ability to continue to serve as our independent auditor, including reports, findings and recommendations of
| | | | |  | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT AUDITOR FOR FISCAL 2023. | | The audit committee is responsible for the selection, retention, oversight, evaluation and compensation of the independent auditor. The audit committee has appointed KPMG LLP (“KPMG”) to serve as our independent auditor for fiscal 2023. KPMG has served as the company’s independent auditor since 1928. The audit committee annually reviews KPMG’s qualifications, performance, independence and fees in making its decision whether to engage KPMG. The focus of the process is to select and retain the most qualified firm to perform the annual audit. During the review and selection process, the audit committee considers a number of factors, including: ● Recent and historical audit performance, including the results of a management survey concerning KPMG’s service; ● The relevant experience, expertise and capabilities of KPMG and the audit engagement team in relation to the nature and complexity of our business; ● A review of the firm’s independence and internal quality controls; ● Any legal or regulatory proceedings that raise concerns about KPMG’s qualifications or ability to continue to serve as our independent auditor, including reports, findings and recommendations of the Public Company Accounting Oversight Board (“PCAOB”); ● The appropriateness of KPMG’s fees for audit and non-audit services; and ● The length of time that KPMG has served as our independent auditor, the benefits of maintaining a long-term relationship and controls and policies for ensuring that KPMG remains independent. In accordance with SEC rules and company policies, our lead engagement partner is limited to a maximum of five years of service in that capacity. In order to select the lead engagement partner, management meets with each candidate for the role and then reviews and discusses the candidates with the chair of the audit committee, who meets with selected candidates. Based on recommendations from management and the chair, the full committee reviews and approves the lead engagement partner. Based on its annual review, the audit committee believes that the retention of KPMG as our independent auditor is in the best interests of the company and its shareholders. We are asking shareholders to ratify the appointment of KPMG for fiscal 2023. If shareholders do not ratify the appointment of KPMG, the audit committee will reconsider its selection, but it retains sole responsibility for appointing and terminating our independent auditor. Representatives from KPMG will attend the 2022 Annual Meeting and will have the opportunity to make a statement and answer questions. |
The appropriateness of KPMG’s fees for audit and non-audit services; and
The length of time that KPMG has served as our independent auditor, the benefits of maintaining a long-term relationship and controls and policies for ensuring that KPMG remains independent.
In accordance with SEC rules and company policies, our lead engagement partner is limited to a maximum of five years of service in that capacity. In order to select the lead engagement partner, management meets with each candidate for the role and then reviews and discusses the candidates with the chair of the audit committee, who meets with selected candidates. Based on recommendations from management and the chair, the full committee reviews and approves the lead engagement partner.
Based on its annual review, the audit committee believes that the retention of KPMG as our independent auditor is in the best interests of the company and its shareholders. We are asking shareholders to ratify the appointment of KPMG for fiscal 2021. If shareholders do not ratify the appointment of KPMG, the audit committee will reconsider its selection, but it retains sole responsibility for appointing and terminating our independent auditor.
Representatives from KPMG will attend the 2020 Annual Meeting and will have the opportunity to make a statement and answer questions.
| | | | | | | | 62 | | | GENERAL MILLS, INC. - Notice of 20202022 Annual Meeting of Shareholders and Proxy Statement | | 77 |
Table of Contents
PROPOSAL NUMBER 3 RATIFY APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMProposal Number 4: Ratify Appointment of the Independent Registered Public Accounting Firm
Independent Registered Public Accounting Firm Fees The following table shows aggregate fees paid to KPMG during the fiscal years ended May 31, 202029, 2022, and May 26, 2019.30, 2021. | | | | | | | | | | | | Fiscal Year | | (In thousands) | | 2020 | | | 2019 | | Audit Fees | | $ | 7,818 | | | $ | 8,374 | | Audit-Related Fees(1) | | | 2,291 | | | | 540 | | Tax Fees(2) | | | 1,817 | | | | 2,036 | | All Other Fees | | | — | | | | — | | TOTAL FEES | | $ | 11,926 | | | $ | 10,950 | |
| | | Fiscal Year | | (In thousands) | | | 2022 | | | | 2021 | | | Audit Fees | | $ | 8,548 | | | $ | 7,112 | | | Audit-Related Fees(1) | | | 3,746 | | | | 2,342 | | | Tax Fees(2) | | | 2,005 | | | | 2,094 | | | All Other Fees | | | — | | | | — | | | TOTAL FEES | | $ | 14,299 | | | $ | 11,548 | |
| (1) | Includes primarily audit related due diligence matters and audit services for benefit plans and the General Mills Foundation. |
| (2) | Includes primarily tax structure services, transfer pricing studies and planning and compliance filings. |
The audit committee has determined that performance of the services described in the table is compatible with maintaining the independence of KPMG. Auditor Services Pre-approval Policy Policy. The audit committee has a formal policy concerning approval of all services to be provided by KPMG, including audit, audit-related, tax and other services. The policy requires that all services KPMG may provide to us be pre-approved by the audit committee. The chair of the audit committee has the authority to pre-approve permitted services that require action between regular audit committee meetings, provided the chair reports to the full audit committee at the next regular meeting. The audit committee approved all services provided by KPMG during fiscal years 20192021 and 2020. 2022. Audit Committee Report The Audit Committee.The audit committee of the board of directors consists of the five directors named below this report. Each member of the audit committee is an independent director under our guidelines and as defined by NYSE listing standards and SEC regulations for audit committee membership. In addition, the board of directors has unanimously determined that Mr. Clark, Mr. Cordani, Ms. Henry and Mr. Sprunk qualify as “audit committee financial experts” within the meaning of SEC regulations and have accounting or related financial management expertise within the meaning of NYSE listing standards. The board of directors has also unanimously determined that all audit committee members are financially literate within the meaning of the NYSE listing standards. The audit committee, which operates according to its charter, is primarily responsible for oversight of our financial statements and internal controls; assessing and ensuring the independence, qualifications and performance of the independent registered public accounting firm; approving the independent registered public accounting firm’s services and fees; reviewing our risk assessment process and ethical, legal and regulatory compliance programs; and reviewing and approving our annual audited financial statements before issuance, subject to the board of directors’board’s approval. The audit committee’s charter may be found on our website located at www.generalmills.comin the “Investors” section under “Corporate Governance.” Audit Committee Report.The following is the report of the audit committee with respect to our audited financial statements for the fiscal year ended May 31, 2020.29, 2022. The audit committee has reviewed and discussed the company’s audited financial statements for the fiscal year ended May 31, 202029, 2022, with management and KPMG, with and without management present. In connection with that review, the audit committee considered and discussed the quality of the company’s financial reporting and disclosures, management’s assessment of the company’s internal control over financial reporting and KPMG’s evaluation of the company’s internal control over financial reporting.
Table of Contents Proposal Number 4: Ratify Appointment of the Independent Registered Public Accounting Firm The audit committee has reviewed with KPMG the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. This review included a discussion with management and the independent auditor of the quality, and not just the acceptability, of the company’s accounting principles, the reasonableness of significant estimates and judgments and the disclosures in the company’s | | | | | | | | | | | GENERAL MILLS, INC. - Notice of 2020 Annual Meeting of Shareholders and Proxy Statement | | 63 |
PROPOSAL NUMBER 3 RATIFY APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
consolidated financial statements, including the disclosures relating to critical accounting policies. In addition, the audit committee has discussed with KPMG its independence from management and the company, as well as the matters in the written disclosures and the letter received from KPMG required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the audit committee concerning independence. The audit committee has reviewed all fees paid to KPMG during the fiscal year and has considered the compatibility of KPMG’s performance of non-audit services, including the tax planning services described above, with the maintenance of KPMG’s independence as the company’s independent auditor. Based on the audit committee’s review and discussions referred to above, the audit committee recommended to the company’s board of directors that the company’s audited financial statements be included in the company’s annual report on Form 10-K for the fiscal year ended May 31, 202029, 2022, for filing with the SEC. SUBMITTED BY THE AUDIT COMMITTEE: Maria G. Henry, Chair
R. Kerry Clark
David M. Cordani
Elizabeth C. Lempres
Eric D. Sprunk
| Notice of 2022 Annual Meeting of Shareholders | 79 |
Table of Contents PROPOSAL NUMBER 5: Shareholder Proposal – Independent Board Chairman The following shareholder proposal has been submitted by John Chevedden on behalf of Kenneth Steiner, 14 Stoner Avenue, 2M, Great Neck, NY 11021, the owner of at least 250 shares of General Mills, Inc. stock. The proposal, including the caption, graphic and supporting statement submitted by the proponent, are set forth below and will be voted on at the 2022 Annual Meeting upon proper presentation by Mr. Chevedden. Proposal 5 – Independent Board Chairman 
Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO as follows: Selection of the Chairman of the Board The Board requires the separation of the offices of the Chairman of the Board and the Chief Executive Officer. Whenever possible, the Chairman of the Board shall be an Independent Director. The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board on an accelerated basis. The Chairman shall not be a former CEO of the company. This proposal topic won 52% support at Boeing and 54% support at Baxter International in 2020. Boeing then adopted this proposal topic in June 2020. The roles of Chairman and CEO are fundamentally different and should be held by 2 directors, a CEO and a Chairman who is completely independent of the CEO and our company. Our current Lead Director, Mr. Steve Odland, might be called a role model for exactly what shareholders do not want to have in a Lead Director - An executive who has served in the dual roles of CEO/Chairman at other companies for almost a decade. Mr. Odland has a total of 9-years experience in the dual roles Chairman and CEO at the household name companies of Office Depot and AutoZone. Mr. Odland is thus apparently a staunch believer in combining the dual roles of Chairman which leads to the collusion of giving great deference to the person who now holds the dual roles of Chairman and CEO. To do otherwise could be seen as a repudiation of Mr. Odland’s service at Office Depot and AutoZone. Mr. Odland and our CEO/Chairman Mr. Jeffrey Harmening thus have a common CEO/Chairman bond that may not be in the best interest of shareholders. It is like having the CEO at one company as the Chairman of the committee that determines CEO pay at another company. It is also like being members of the same CEO/Chairman fraternity. An independent director as Chairman can better manage the Board of Directors. Without an independent chairman shareholders have a greater need to monitor the directors. Without an independent chairman shareholders also need the ability to call a special shareholder meeting or act by written consent in order to replace a director if need be. We have neither the right to call a special shareholder meeting or act by written consent. To also help make up for a lack of these rights we need an independent director as Chairman. Please vote yes: Independent Board Chairman – Proposal 5
Table of Contents Proposal Number 5: Shareholder Proposal – Independent Board Chairman Statement by Your Board of Directors AGAINST the Proposal RESOLVED, that the board of directors unanimously recommends a vote AGAINST the proposal for the following reasons: Our independent directors determine the board leadership structure that in their judgment best serves the interests of the company and its shareholders. Having the ongoing flexibility and discretion to determine whether the same individual should serve as both Chief Executive Officer and Chairman, or whether the roles should be separated, is critical for allowing the independent directors to determine the leadership structure best for the Company and its shareholders at any given point in time. Whenever the board determines that the same individual should hold the positions of Chairman and Chief Executive Officer, and at any time when the Chairman is not independent, the independent directors must elect an Independent Lead Director. The changes called for in the shareholder proposal would eliminate the independent directors’ ability to exercise their judgment on this important issue by requiring that the company’s governing documents be amended to permanently require that the roles of Chairman and Chief Executive Officer be held by separate individuals. Our current board leadership structure is optimal for the company at this time and has delivered strong performance and robust independent board oversight. In connection with the review of the shareholder proposal, the Corporate Governance Committee and full board evaluated our current board leadership structure. The board continues to believe that the critical oversight provided by an independent board and strong Independent Lead Director, combined with the organizational leadership of the Chairman and Chief Executive Officer, best serves the interests of the company and its shareholders at this time. This arrangement has created and sustained an environment in which the board works collaboratively with management, while ensuring that the independent directors can effectively oversee performance and hold senior leaders accountable. In recognition of the large, complex and global nature of our business, the independent directors have determined that a combined Chairman and Chief Executive Officer provides clear leadership and accountability throughout the organization and best ensures alignment between the board and management on issues of strategy, priorities and accountability. Under our current board leadership structure, the board and management team have delivered strong results for our shareholders, continued to enhance the company’s environmental, social, governance and executive compensation practices and processes, and strengthened the board’s oversight of critical strategic operating issues. In particular, during Mr. Harmening’s tenure as Chairman and Chief Executive Officer, we have: | ● | Developed and executed on our Accelerate strategy to drive sustainable, profitable growth and top tier returns for our shareholders over the long term; | | ● | Delivered strong total shareholder returns (TSR), including 59% TSR performance over the past 3-years1, outperforming the S&P 500 by 30% and the average performance of our compensation peer group by 26%; | | ● | Reshaped our portfolio to drive faster, more profitable growth, and executed landmark transactions, including the acquisitions of Blue Buffalo and Tyson Foods’ pet treat business and the divestitures of our European Yoplait operations and Helper and Suddenly Salad businesses; | | ● | Maintained a leading position in our industry and the S&P 500 on board diversity with a board comprised of 50% women and 33% ethnically diverse directors; | | ● | Launched new goals to align with the Science Based Targets Initiative (SBTi), including a commitment to reduce GHG emissions by 30% by 2030 and achieve net-zero emissions by 2050, and committed to advance regenerative agriculture practices on 1 million acres of farmland by 2030; | | ● | Advanced our efforts to drive social change through donating more than $18 million to promote equality in K-12 education and doubling our spending with minority-owned businesses; and | | ● | Averaged 94.3% on the company’s annual executive compensation say on pay voting results. |
| | | 1 | 3-Year TSR data as of June 30, 2022; Source: Capital IQ. | | | 64 |
| | GENERAL MILLS, INC. - Notice of 20202022 Annual Meeting of Shareholders | 81 |
Table of Contents Proposal Number 5: Shareholder Proposal – Independent Board Chairman Our Independent Lead Director role is robust with substantive leadership responsibilities that ensure strong independent oversight. The board recognizes the importance of appointing an Independent Lead Director to maintain a strong independent board leadership structure that functions collaboratively with management, while maintaining independent oversight. Therefore, the position of Independent Lead Director comes with a clear mandate and significant authority and responsibilities. The primary responsibilities of the Independent Lead Director are to: | ● | Review and Proxy Statementapprove board agendas with the Chairman; | | ● | Preside at all board meetings in which the Chairman is not present, including executive sessions of the independent directors (held at each board meeting), and inform the Chairman of issues considered and decisions reached during those sessions; | | ● | Facilitate effective and candid board discussions and communications to optimize board performance; | | ● | Meet regularly with the Chairman, serve as a liaison between the Chairman and the independent directors, and help facilitate communications between the board and senior management; | | ● | Lead the board in setting forth and enforcing its expectations of ethical standards at the board and senior leadership levels; | | ● | Interview each independent director separately as part of the annual board evaluation process; | | ● | Advise the Chairman of the board’s informational needs and provide guidance on the types of information sent to the board; | | ● | Call meetings of the independent directors, as needed, and set agendas for executive sessions; and | | ● | Serve as a board representative for consultation and direct communication with major shareholders when appropriate. |
These significant Independent Lead Director responsibilities contribute meaningfully to the board’s independent oversight of management and help ensure that the perspectives of our independent directors are strongly represented on the board. Our board leadership structure is further supported by a strong independent board and corporate governance structures that promote effective independent oversight and accountability. The board maintains a strong corporate governance framework that supports the objective and independent board leadership structure necessary to effectively challenge and oversee management and to effectively oversee key issues facing the company. We have a diverse and experienced team of directors who are elected annually by majority vote of the company’s shareholders. With the exception of our Chairman and Chief Executive Officer, all of our directors are independent. The chair and members serving on each of the board’s committees, including Audit, Compensation, Corporate Governance, Finance and Public Responsibility are independent, and their committee appointments are determined and approved by the independent directors on an annual basis. The board meets in executive session, without members of management, at each board meeting. The board also meets in executive session to review the performance of the Chief Executive Officer and the compensation recommended by the independent Compensation Committee. These and other governance practices (more fully described in the “Corporate Governance” section) serve to ensure that the board is able to provide independent oversight of management and the company. For these reasons, the board of directors unanimously recommends that shareholders vote AGAINST the proposal.
Table of Contents PROPOSAL NUMBER 6: Shareholder Proposal – Plastic Packaging The following shareholder proposal has been submitted by Green Century Capital Management Inc. on behalf of the Green Century Equity Fund 114 State Street, Suite 200, Boston, MA 02109, the owner of at least $25,000 in General Mills, Inc. stock. The proposal and supporting statement submitted by the proponent, are set forth below and will be voted on at the 2022 Annual Meeting upon proper presentation. Whereas: General Mills uses plastic packaging, including flexible plastics that are not curbside recyclable. Only 9% of all plastic made in the last 60 years has been recycled. An estimated 11 million tons of plastic waste is released into the ocean annually, killing over 1 million marine animals every year. Flexible plastic represents 59% of all plastic production but accounts for 80% of plastic leakage to oceans. Microplastics can now be found in our food and water, with one study finding humans may consume a credit card’s worth of plastic every week. A Pew Charitable Trust study found that existing industry and government commitments will only reduce marine plastic pollution 7% by 2040. Without stronger corporate commitments to plastic reduction, the amount of plastic entering the ocean could triple by 2040. Consumer concern for plastic waste is growing and could pose reputational risk to the Company. One recent survey found that 84% of U.S. shoppers are concerned about plastic and packaging waste. In another, two-thirds of Millennial and Gen Z respondents reported taking steps to reduce their single use plastic usage, and both generations named climate change and the environment as their top societal concerns. General Mills’ lagging plastic policies may leave it vulnerable to a changing regulatory landscape. In 2021 Maine and Oregon adopted the nation’s first producer responsibility laws for consumer packaging, which will make producers financially responsible for post-consumer packaging waste management. Numerous states are considering similar legislation this year. States are also beginning to adopt minimum recycled content mandates for plastic packaging. Competitors like Mondelez and Kraft Heinz have set or committed to set virgin plastic reduction goals, and Conagra has set an absolute plastic elimination goal. Kellogg is a signatory to the Ellen MacArthur Foundation Global Commitment, through which it will also be required to set a plastic reduction goal. Despite the business risks and broad societal impact, General Mills has no quantitative goal or timeline for reducing its plastic packaging use. Resolved: Shareholders request that General Mills issue a report, at reasonable cost and omitting proprietary information, assessing if and how the Company can increase the scale, pace, and rigor of its sustainable packaging efforts by reducing its absolute plastic packaging use. Supporting Statement: Proponents defer to management on the content of the report, but suggest that indicators meaningful to shareholders may include: | ● | Quantitative, time bound goals for reducing absolute plastic use, reducing virgin plastic use, and increasing post-consumer recycled plastic use; and | | ● | Annual disclosure of metrics related to the Company’s plastic use, such as reporting on plastic packaging use by weight and unit and portfolio-wide recycled plastic content use. | | |
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Table of Contents Proposal Number 6: Shareholder Proposal – Plastic Packaging Statement by Your Board of Directors AGAINST the Proposal RESOLVED, that the board of directors unanimously recommends a vote AGAINST the proposal for the following reasons: General Mills is advancing its recyclable packaging ambition through strategies that best fit our product portfolio while maintaining the safety, nutrition, and quality of our products. Given the publicly available, annually updated reporting on our sustainable packaging progress, the food safety challenges posed by post-consumer recycled plastic in food contact packaging, and our strong record of leadership and innovation in the packaging space, shareholders would not benefit from the proposed report or its implied strategy adjustment. In 2019, we announced our comprehensive packaging ambition that all General Mills brands will design 100% of our packaging to be recyclable or reusable by 2030 (by weight). As we report publicly in our annual Global Responsibility Report, as of fiscal 2021: | ● | 89% of our global packaging is recyclable or reusable by weight. | | ● | More than half of all the packaging we use (57%) is fiber based. This is sustainably sourced using recycled materials or sustainably grown virgin wood fiber, avoiding deforestation. | | ● | Another 16% is steel; 2% is composite cans; 1% is glass; and 1% is aluminum. | | ● | The remaining 23% of our packaging by weight is plastic. While we are innovating in plastic packaging, including bio-plastic film and recycled content in cereal box liners, the majority of our plastic packaging is direct food contact packaging without a widely available and safe, food grade post-consumer recycled plastic (“PCR”) alternative. |
The plastic packaging structures we use need to maintain our food’s safety, nutrition, taste, and shelf-life. While we continue to seek alternatives, there are currently no widely available safe plastic replacement options that meet the wide range of requirements for our products. We are able to reduce use of plastic packaging through strategies such as light weighting, which brings both cost savings and sustainability benefits. However, direct food contact materials – for example, the liner in a cereal box or a box of cake mix – must meet high standards for contaminant migration and durability to protect consumer safety. PCR is not always appropriate or available for food contact use. In fact, the only PCR available at scale today is polyethylene terephthalate (“PET”) plastic, which has fewer applications for our packaging needs. Food and beverage companies with large portfolios of bottled beverages or condiments use significant amounts of PET. For General Mills, PET comprises only a small fraction of the plastic packaging we are able to use. General Mills has been recognized as an innovation leader for packaging recyclability and related consumer education. In partnership with Charter NEX and Envision Plastics, our Annie’s brand worked for several years to develop a safe cereal liner that uses 35% or more PCR high-density polyethylene plastic. We are expanding use to our Cascadian Farm branded cereals and encouraging other food manufacturers to use it as well. This industry-first innovation won a Sustainable Packaging Coalition Innovator award in 20191. While it is a step forward, the material is not widely available and is not a viable replacement for all food contact plastic. To advance recyclability for another one of our plastic packaging materials, General Mills launched the Nature Valley Crunchy bar wrapper that is recyclable via store drop-off, the first such snack bar wrapper in market. As a key first step towards a circular economy, wrappers recycled through store drop-off programs are turned into new materials like composite lumber. To encourage adoption of this technology and reach greater scale, General Mills did not pursue a patent on the packaging technology. This achievement was also recognized by the Sustainable Packaging Coalition in a 2021 award for innovation in recovery2. General Mills has also leaned into consumer education. Across our entire U.S. portfolio, more than two-thirds of our products include How2Recycle labels, providing standardized recyclability information to consumers. With the release of the Nature Valley wrapper recyclable via store-drop off, we launched a national ad campaign to educate consumers about the new wrappers and how to recycle them. When our Annie’s PCR cereal liner came to market, we used some of our most prized real estate – the back of the cereal box – to educate consumers on recyclable materials and direct them to how2recycle.info for recycling information for their localities. The marketing components of our efforts have been lauded as differential by the Sustainable Packaging Coalition. | 1 | https://sustainablepackaging.org/2019-innovation-in-responsible-sourcing-winner-annies-homegrown/ | | 2 | https://sustainablepackaging.org/2021-spc-innovator-award-innovation-in-recovery-winner/ | | |
Table of Contents Proposal Number 6: Shareholder Proposal – Plastic Packaging General Mills recognizes the need for improved recycling infrastructure, for both product packaging and tertiary wrap. To that end, General Mills and others invested in establishing a state-of-the-art flexible film recycling plant to be developed by Myplas in our home state of Minnesota. Slated to open in Spring 2023, the 170,000 square foot plant aims to recycle nearly 90 million pounds of low- and high-density polyethylene packaging and film annually at full capacity3. Investment partner Charter Next Generation will purchase recycled resin from Myplas for use in food, industrial and healthcare film products. Companies including General Mills will also evaluate product applications using these materials. For these reasons, the board of directors unanimously recommends that shareholders vote AGAINST the proposal. | 3 | https://www.mbold.org/news-and-posts/minnesota-based-initiative-launches-circular-economy-for-flexible-films | | |
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Table of Contents Stock Ownership Information Ownership of General Mills Common Stock by Directors, Officers and Certain Beneficial Owners The following table shows the amount of General Mills common stock beneficially owned by (a) each director and director nominee, (b) each named executive officer listed in the Summary Compensation Table, (c) all directors, director nominees and executive officers as a group and (d) each person or group owning more than 5% of our outstanding shares. Unless otherwise noted, all amounts are as of July 29, 2022, and the shareholders listed in the table have sole voting and investment power with respect to the shares owned by them. | | | Amount and Nature of Beneficial Ownership | | Name of Beneficial Owner | | Shares | (1) | Exercisable
Options(2) | | Percent of
Class | | Richard Allendorf | | 94,892 | | 207,549 | | | | Kofi A. Bruce | | 29,643 | | 74,987 | | * | | John Church | | 33,159 | (3) | 245,576 | | * | | Clark, Ronald Kerry | | 56,835 | | — | | * | | Cordani, David | | 39,385 | | — | | * | | Goodwin, Kim | | 5,322 | | — | | * | | Jeffrey L. Harmening | | 371,888 | (4) | 864,414 | | * | | Henry, Maria | | 32,525 | | — | | * | | Jenkins, Jo Ann | | 9,521 | | — | | * | | Lempres, Liz | | 12,814 | | — | | * | | Jaime Montemayor | | 18,994 | | — | | * | | Neal, Diane | | 14,318 | | — | | * | | Jonathon J. Nudi | | 69,407 | | 212,027 | | * | | Odland, Stephen | | 165,162 | | — | | * | | Sastre, Maria | | 15,233 | | — | | * | | Sprunk, Eric D. | | 22,926 | | — | | * | | Uribe, Jorge A. | | 24,677 | (5) | — | | * | | All directors, nominees and executive officers as a group (25 persons) | | 1,443,451 | (6) | 2,521,332 | | * | | The Vanguard Group, Inc. | | 50,732,057 | (7) | — | | 8.5 | | BlackRock, Inc. | | 45,390,320 | (8) | — | | 7.6 | | Capital Group International | | 34,455,334 | (9) | — | | 5.8 | | State Street Corporation | | 34,440,202 | (10) | — | | 5.8 |
| (1) | Includes: | | ● | Shares of our common stock directly owned; | | ● | Shares of our common stock allocated to participant accounts under our 401(k) Plan; | | ● | RSUs that vest within 60 days of July 29, 2022, as to which the beneficial owner currently has no voting or investment power: 3,034 RSUs for each independent director except 2,534 for Ms. Goodwin; and 32,874 RSUs for all directors, nominees and executive officers as a group; and | | ● | Stock units that have vested and been deferred, as to which the beneficial owner currently has no voting or investment power: 7,599 units for Mr. Allendorf; 34,067 units for Mr. Clark; 156,004 units for Mr. Harmening; 11,284 units for Ms. Neal; 37,618 units for Mr. Nudi; 67,277 units for Mr. Odland; 11,199 units for Ms. Sastre; 19,892 units for Mr. Sprunk; and 549,550 units for all directors, nominees and executive officers as a group. | | (2) | Includes options that were exercisable on July 29, 2022 and options that become exercisable within 60 days of July 29, 2022. | | (3) | Includes 18,693 shares held in individual trusts by Mr. Church or his spouse, for which they serve as trustees. | | (4) | Includes 132,487 shares held in individual trusts by Mr. Harmening or his spouse, for which they serve as trustees. | | (5) | Includes shares held in individual trust by Mr. Uribe, for which he serves as trustee. | | (6) | Includes 276,712 shares held solely by, jointly by, or in trust for the benefit of family members. |
Table of Contents Stock Ownership Information | (7) | Based on information contained in a Schedule 13G/A filed with the SEC on February 10, 2022 by The Vanguard Group and its subsidiaries (“Vanguard”), at 100 Vanguard Blvd., Malvern, Pennsylvania 19355. The filing indicated that as of December 31, 2021, Vanguard had sole investment power over 48,227,960 of these shares and shared investment power over 2,504,097 of these shares. The filing also indicated that as of December 31, 2021, Vanguard had shared voting power over 970,440 of these shares. | | (8) | Based on information contained in a Schedule 13G/A filed with the SEC on February 1, 2022 by BlackRock, Inc. and its subsidiaries (“BlackRock”), at 55 East 52nd Street, New York, New York 10055. The filing indicated that as of December 31, 2021, BlackRock had sole investment power over all of these shares, and sole voting power over 38,862,000 of these shares. | | (9) | Based on information contained in a Schedule 13G filed with the SEC on February 11, 2022 by Capital International Investors and its subsidiaries (“Capital International”), at 333 South Hope Street, 55th Fl, Los Angeles, California 90071. The filing indicated that as of December 31, 2021, Capital International had sole investment power over all of these shares and sole voting power over 34,437,306 of these shares. | | (10) | Based on information contained in a Schedule 13G/A filed with the SEC on February 11, 2022 by State Street Corporation and its subsidiaries (“State Street”), at State Street Financial Center, 1 Lincoln Street, Boston, Massachusetts 02111. The filing indicated that as of December 31, 2021, State Street had shared investment power over 34,424,009 of these shares and shared voting power over 30,778,705 of these shares. |
Related Policies Independent Director Stock Ownership Policy | A substantial portion of independent director compensation is linked to our stock performance, and directors can elect to receive their entire board remuneration in stock and stock-related compensation. Our policy requires that independent directors keep all of the shares that they receive as compensation until they own shares equal in market value to at least five times their annual retainer, excluding any fees for serving as Independent Lead Director, chairing a committee or serving on the audit committee. As of July 29, 2022, all independent directors had met or exceeded these stock ownership requirements, except for C. Kim Goodwin who joined the board in 2022. | | Director StockOwnership Requirement 5x annual cash retainer |
Significant Executive Investment in Company Stock Long-term stock ownership is deeply engrained in our executive culture, and it reflects our executives’ strong commitment to the company’s success. Minimum ownership requirements are ten times annual salary for the CEO, five times annual salary for members of the CEO’s senior leadership team and three times annual salary for other corporate officers. Executives must hold 50% of net, after-tax shares that they receive pursuant to stock awards until they meet the ownership requirements. Additionally, in support of our stock ownership guidelines, starting with the fiscal 2022 grant, NEOs will be required to hold earned PSUs for a minimum of one-year after vesting. Stock ownership includes direct and indirect ownership, deferred stock units, unvested RSUs and stock held in the 401(k) Plan as of July 29, 2022, but does not include unvested PSUs and stock options. Given Mr. Montemayor’s recent appointment as Chief Data and Technology Officer, he is currently below our minimum ownership requirements. | Notice of 2022 Annual Meeting of Shareholders | 87 |
Table of Contents Stock Ownership Information STOCK OWNERSHIP FOR ACTIVE NAMED EXECUTIVE OFFICERS | Name | | Required Base
Salary Multiple | | Shares Owned | | Actual Base
Salary Multiple | Jeffrey L. Harmening
Chairman and CEO | | 10x | | 494,193 | | 30x | Jonathon J. Nudi
Group President, North America Retail | | 5x | | 108,163 | | 10x | Kofi A. Bruce
Chief Financial Officer | | 5x | | 56,425 | | 5x | Jaime Montemayor
Chief Digital and Technology Officer | | 5x | | 36,730 | | 4x | Richard C. Allendorf
Former General Counsel & Secretary | | 5x | | 120,455 | | 14x |
Prohibitions on Hedging or Pledging Company Stock Executive officers and directors of the company are not permitted to hedge or otherwise monetize their interests in company securities or pledge company securities as security for loans. These restrictions include prohibitions on the use of exchange trusts, prepaid variable forwards, equity swaps, forwards or any other derivative instruments.
Table of Contents GENERAL INFORMATIONGeneral Information
Other Business We do not know of any other matters to be presented at the 20202022 Annual Meeting. If any other matter is properly presented for a vote at the 20202022 Annual Meeting, proxies other than the one for 401(k) Plan shares will be voted in the sole discretion of the proxy holders. Questions and Answers About the 20202022 Annual Meeting and Voting | Q. | How can I attend the 20202022 Annual Meeting? |
| A. | Due to the public health concerns regarding the novel coronavirus (COVID-19)COVID-19 pandemic, we are holding the Annual Meeting in a virtual-only meeting format to support the health and safety of our shareholders and employees. You will not be able to attend the Annual Meeting at a physical location. |
If you are a shareholder at the close of business on the record date (July 24, 2020), you may attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/GIS2020 and logging in by entering your 16-digit control number printed on your Notice of Internet Availability of Proxy Materials, voter instruction form or proxy card. If you lost your 16-digit control number or are not a shareholder, you will be able to attend the meeting by visiting www.virtualshareholdermeeting.com/GIS2020 and registering as a guest. If you enter the meeting as a guest, you will not be able to vote your shares or submit questions during the meeting. You may log into www.virtualshareholdermeeting.com/GIS2020 beginning at 8:15 a.m., Central Daylight Time on September 22, 2020. The annual meeting will begin promptly at 8:30 a.m., Central Daylight Time on September 22, 2020. If you experience any technical difficulties during the meeting, a toll free number will be available on our virtual shareholder meeting site for assistance.
If you have additional questions about the Annual Meeting, please contact us at 1-800-245-5703.
Q. | If you are a shareholder at the close of business on the record date (July 29, 2022), you may attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/GIS2022 and logging in by entering your 16-digit control number printed on your Notice of Internet Availability of Proxy Materials, voter instruction form or proxy card. If you lost your 16-digit control number or are not a shareholder, you will be able to attend the meeting by visiting www.virtualshareholdermeeting.com/GIS2022 and registering as a guest. If you enter the meeting as a guest, you will not be able to vote your shares or submit questions during the meeting. You may log into www. virtualshareholdermeeting.com/GIS2022 beginning at 8:15 a.m., Central Daylight Time on September 27, 2022. The annual meeting will begin promptly at 8:30 a.m., Central Daylight Time on September 27, 2022. If you experience any technical difficulties during the meeting, a toll free number will be available on our virtual shareholder meeting site for assistance. | | If you have additional questions about the Annual Meeting, please contact us at 1-800-245-5703. | | Q. | How can I vote and ask questions at the 20202022 Annual Meeting? |
| A. | The Annual Meeting will be conducted in a virtual-only meeting format. Only shareholders who entered the Annual Meeting by entering the 16-digit control number printed on their Notice of Internet Availability of Proxy Materials, voter instruction form or proxy card may vote and ask questions at the Annual Meeting. Questions by those shareholders may be submitted in real time during the Annual Meeting at |
| www.virtualshareholdermeeting.com/GIS2020 GIS2022 or within 10 days prior to the meeting by going to the website www.proxyvote.com and following the instructions for logging-in included with your Notice of Internet Availability of Proxy Materials, voter instruction form or proxy card. |
During the Annual Meeting, we are committed to acknowledging each appropriate question we receive in the order that it was received, with a limit of one question per shareholder until we have allowed each shareholder to ask a question. We will allot approximately 15 minutes for questions during the Annual Meeting. If we run out of time to answer all of the questions submitted, we will provide responses to the questions not addressed on our website at www.generalmills.com in the Investors section after the Annual Meeting for a period of 30 days. Submitted questions should follow our Rules of Conduct in order to be addressed during or after the Annual Meeting. Our Rules of Conduct will be posted at www.virtualshareholdermeeting.com/GIS2020 during the Annual Meeting.
Q. | During the Annual Meeting, we are committed to acknowledging each appropriate question we receive in the order that it was received, with a limit of one question per shareholder until we have allowed each shareholder to ask a question. We will allot approximately 15 minutes for questions during the Annual Meeting. If we run out of time to answer all of the questions submitted, we will provide responses to the questions not addressed on our website at www.generalmills.com in the Investors section after the Annual Meeting for a period of 30 days. Submitted questions should follow our Rules of Conduct in order to be addressed during or after the Annual Meeting. Our Rules of Conduct will be posted at www.virtualshareholdermeeting.com/GIS2022 during the Annual Meeting. | | Q. | If I cannot attend the Annual Meeting, how do I vote or listen to it later? |
| A. | You do not need to attend the Annual Meeting to vote if you submitted your vote via proxy in advance of the meeting. A replay of the Annual Meeting, including the questions answered during the meeting, will be available at on our website at www.generalmills.com in the Investors section after the Annual Meeting for a period of 30 days. |
| Q. | How do I receive a printed copy of proxy materials? |
| A. | To request a printed copy of the proxy materials, please call 1-800-579-1639,e-mailsendmaterial@proxyvote.com or visit www.proxyvote.com.www.proxyvote.com. To make your request, you will need the 16-digit control number printed on your Notice of Internet Availability of Proxy Materials, voter instruction form or proxy card. |
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Table of Contents
GENERAL INFORMATIONGeneral Information
| Q. | Who is entitled to vote? |
| A. | Record holders of General Mills common stock at the close of business on July 24, 202029, 2022, may vote at the 20202022 Annual Meeting. On July 24, 2020, 610,917,96229, 2022, 595,710,279 shares of common stock were outstanding and eligible to vote. The shares of common stock in our treasury on that date will not be voted. |
A list of shareholders entitled to vote at the meeting will be available for inspection 10 days prior to the Annual Meeting between the hours of 9:00 a.m. and 5:00 p.m. Central Daylight Time at our corporate headquarters in Minneapolis, Minnesota. If due to COVID-19, our corporate headquarters are closed during the 10 days prior to the Annual Meeting, you may send a written request to the Corporate Secretary at General Mills, Inc., P.O. Box 1113, Minneapolis, Minnesota 55440, and we will arrange for you to inspect the list. The list of shareholders will also be available to shareholders during the Annual Meeting at www.virtualshareholdermeeting.com/GIS2020.
Q. | A list of shareholders entitled to vote at the meeting will be available for inspection 10 days prior to the Annual Meeting between the hours of 9:00 a.m. and 5:00 p.m. Central Daylight Time at our corporate headquarters in Minneapolis, Minnesota and during the Annual Meeting at www.virtualshareholdermeeting.com/GIS2022. If due to COVID-19, our corporate headquarters are closed during the 10 days prior to the Annual Meeting, you may send a written request to the Corporate Secretary at General Mills, Inc., P.O. Box 1113, Minneapolis, Minnesota 55440, and we will arrange for you to inspect the list. The list of shareholders will also be available to shareholders during the Annual Meeting at www.virtualshareholdermeeting.com/GIS2022. | | Q. | How do I vote? |
| A. | If you hold your shares in a brokerage account in your broker’s name (“street name”), or you hold your shares through the General Mills 401(k) Plan, you should follow the voting directions provided by your broker or nominee: |
You may complete and mail a voting instruction form to your broker or nominee.
If your broker allows, you may submit voting instructions by telephone or the Internet.
You may use a mobile device by scanning the QR Barcode on your voter instruction form or Notice of Internet Availability of Proxy Materials and following the prompts that appear on your mobile device.
You may also cast your vote in real time during the Annual Meeting, after you log-in by entering the 16-digit control number found on your Notice of Internet Availability of Proxy Materials, voter instruction form or proxy card at www.virtualshareholdermeeting.com/GIS2020.
If you are a registered shareholder, you may vote using any of the following methods:
| | •● | You may complete and mail a voting instruction form to your broker or nominee. | | | ● | If your broker allows, you may submit voting instructions by telephone or the Internet. | | ● | You may use a mobile device by scanning the QR Barcode on your voter instruction form or Notice of Internet Availability of Proxy Materials and following the prompts that appear on your mobile device. | | ● | You may also cast your vote in real time during the Annual Meeting, after you log-in by entering the 16-digit control number found on your Notice of Internet Availability of Proxy Materials, voter instruction form or proxy card at www.virtualshareholdermeeting.com/GIS2022. | | If you are a registered shareholder, you may vote using any of the following methods: | | ● | By going to the website www.proxyvote.com and following the instructions for Internet voting on the proxy card or Notice of Internet Availability of Proxy Materials that you received in the mail. You will need the 16-digit control number printed therein. You may also access instructions for telephone voting on the website. |
By using your mobile device to scan the QR Barcode on your proxy card or Notice of Internet Availability of Proxy Materials and following the prompts that appear on your mobile device.
If you received a printed copy of the proxy materials, by completing and mailing your proxy card, or if you reside in the United States or Canada, by dialing 1-800-690-6903 and following the instructions for telephone voting on the proxy card that you received in the mail. You will need the 16-digit control number printed on your proxy card.
You may also cast your vote in real time during the Annual Meeting, after you log-in by entering the 16-digit control number found on your Notice of Internet Availability of Proxy Materials, voter instruction form or proxy card at www.virtualshareholdermeeting.com/GIS2020.
Telephone and Internet voting facilities will close at 11:59 p.m. Eastern Daylight Time on Monday, September 21, 2020, except that the telephone and Internet voting instruction deadline for 401(k) Plan shares is Midnight Eastern Daylight Time on Friday, September 18, 2020.
We will vote your shares as you direct. You have three choices on each director nominee and other matters to be voted upon. You may vote (or abstain) by choosing FOR, AGAINST or ABSTAIN.
If you return a proxy card but do not specify how you want to vote your shares, we will vote them FOR the election of the 12 director nominees set forth in this Proxy Statement, FOR the compensation paid to our named executive officers and FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm.
Q. | ● | By using your mobile device to scan the QR Barcode on your proxy card or Notice of Internet Availability of Proxy Materials and following the prompts that appear on your mobile device. | | ● | If you received a printed copy of the proxy materials, by completing and mailing your proxy card, or if you reside in the United States or Canada, by dialing 1-800-690-6903 and following the instructions for telephone voting on the proxy card that you received in the mail. You will need the 16-digit control number printed on your proxy card. | | ● | You may also cast your vote in real time during the Annual Meeting, after you log-in by entering the 16-digit control number found on your Notice of Internet Availability of Proxy Materials, voter instruction form or proxy card at www.virtualshareholdermeeting.com/GIS2022. | | Telephone and Internet voting facilities will close at 11:59 p.m. Eastern Daylight Time on Monday, September 26, 2022, except that the telephone and Internet voting instruction deadline for 401(k) Plan shares is Midnight Eastern Daylight Time on Thursday, September 22, 2022. | | We will vote your shares as you direct. You have three choices on each director nominee and other matters to be voted upon. You may vote (or abstain) by choosing FOR, AGAINST or ABSTAIN. | | If you return a proxy card but do not specify how you want to vote your shares, we will vote them FOR the election of the 12 director nominees set forth in this Proxy Statement, FOR the 2022 Stock Compensation Plan, FOR the compensation paid to our named executive officers, FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm and AGAINST the two shareholder proposals. | | Q. | What if I change my mind after I vote my shares? |
| A. | You can revoke or change your proxy at any time before it is voted at the 20202022 Annual Meeting. |
If you hold your shares in a brokerage account in your broker’s name (“street name”), or you hold your shares through the General Mills 401(k) Plan, you may revoke or change your vote:
Via telephone or Internet, using the voting directions provided by your broker or nominee; or
By casting your vote in real time during the Annual Meeting, after you log-in by entering the 16-digit control number found on your Notice of Internet Availability of Proxy Materials, voter instruction form or proxy card at www.virtualshareholdermeeting.com/GIS2020.
| | | | | | | | | 66If you hold your shares in a brokerage account in your broker’s name (“street name”), or you hold your shares through the General Mills 401(k) Plan, you may revoke or change your vote: | | ● | Via telephone or Internet, using the voting directions provided by your broker or nominee; or | | | | GENERAL MILLS, INC. - | ● | By casting your vote in real time during the Annual Meeting, after you log-in by entering the 16-digit control number found on your Notice of 2020Internet Availability of Proxy Materials, voter instruction form or proxy card at www.virtualshareholdermeeting.com/GIS2022. | | | |
Table of Contents General Information | If you are a registered shareholder, you may revoke or change your vote by: | | ● | Voting by telephone or the Internet, using the voting directions provided on the proxy card or Notice of Internet Availability of Proxy Materials that you received in the mail; | | ● | Sending written notice to the Corporate Secretary, General Mills, Inc., P.O. Box 1113, Minneapolis, Minnesota 55440; | | ● | Submitting a properly signed proxy card with a later date; or | | ● | By casting your vote in real time during the Annual Meeting, after you log-in by entering the 16-digit control number found on your Notice of Shareholders andInternet Availability of Proxy StatementMaterials, voter instruction form or proxy card at www.virtualshareholdermeeting.com/GIS2022. | | Q. | | |
GENERAL INFORMATION
If you are a registered shareholder, you may revoke or change your vote by:
Voting by telephone or the Internet, using the voting directions provided on the proxy card or Notice of Internet Availability of Proxy Materials that you received in the mail;
Sending written notice to the Corporate Secretary, General Mills, Inc., P.O. Box 1113, Minneapolis, Minnesota 55440;
Submitting a properly signed proxy card with a later date; or
By casting your vote in real time during the Annual Meeting, after you log-in by entering the 16-digit control number found on your Notice of Internet Availability of Proxy Materials, voter instruction form or proxy card at www.virtualshareholdermeeting.com/GIS2020.
Q. | How will my General Mills 401(k) Plan shares be voted? |
| A. | If you hold your shares through the General Mills 401(k) Plan, you are considered a named fiduciary who may direct State Street Bank and Trust, as the plan fiduciary, how to vote your shares. For shares that are not allocated to participant accounts or for shares for which no direction has been received, State Street will vote those shares in the same proportion as directed shares are voted. State Street may, in exercising its fiduciary responsibility, disregard the direction on behalf of the unallocated shares and shares for which no direction was received and vote in its discretion, if following such direction would be inconsistent with the Employee Retirement Income Security Act. For instructions received by phone or Internet, the deadline is Midnight Eastern Daylight Time on Friday,Thursday, September 18, 2020.22, 2022. Any instruction received by State Street regarding your vote will be confidential. |
| Q. | What does it mean if I receive more than one proxy card or Notice of Internet Availability of Proxy Materials? |
| A. | It means you have multiple accounts at the transfer agent or with banks or stockbrokers. Please vote all of your accounts. If you would like to consolidate multiple accounts at our transfer agent, please contact Equiniti Shareowner Services at 1-800-670-4763. |
| Q. | What will happen if I do not return a proxy card or voter instruction form? |
| A. | If your shares are held in street name, your brokerage firm may vote your shares on those |
| proposals where it has discretion to vote (Proposal Number 34 to ratify the appointment of KPMG LLP as our independent auditor). Otherwise, your shares will not be voted. |
| Q. | How many shares must be present to hold the 20202022 Annual Meeting? |
| A. | At least one-half of General Mills’ outstanding common shares as of the record date must be represented at the 20202022 Annual Meeting in person or by proxy in order to hold the Annual Meeting and conduct business. This is called a quorum. We will count your shares as present at the Annual Meeting if you: |
Are present and vote in person at the Annual Meeting;
Have properly submitted a proxy card or a voter instruction form, or voted by telephone or the Internet on a timely basis; or
Hold your shares through a broker or otherwise in street name, and your broker uses its discretionary authority to vote your shares on Proposal Number 3 or submits a proxy indicating that it does not have discretionary authority to vote on one or more other proposals.
Q. | ● | Are present and vote in person at the Annual Meeting; | | ● | Have properly submitted a proxy card or a voter instruction form, or voted by telephone or the Internet on a timely basis; or | | ● | Hold your shares through a broker or otherwise in street name, and your broker uses its discretionary authority to vote your shares on Proposal Number 4 or submits a proxy indicating that it does not have discretionary authority to vote on one or more other proposals. | | Q. | How many votes are needed to approve each item? |
| A. | All proposals require the affirmative vote of a majority of votes cast (excluding abstentions) by shareholders entitled to vote and represented at the 20202022 Annual Meeting in person or by proxy. If there are more director nominees than the number of directors to be elected, the directors will be elected by a plurality of the votes cast. | | If an incumbent director is not reelected by a majority of votes cast, the director must promptly offer his or her resignation to the board. The corporate governance committee will recommend to the board whether to accept or reject the resignation, and the board will disclose its decision and the rationale behind it within 90 days from the certification of the election results. | | |
| Notice of 2022 Annual Meeting of Shareholders | 91 |
If an incumbent director is not re-elected by a majorityTable of votes cast, the director must promptly offer his or her resignation to the board. The corporate governance committee will recommend to the board whether to accept or reject the resignation, and the board will disclose its decision and the rationale behind it within 90 days from the certification of the election results.Contents
General Information | Q. | How will voting on any other business be conducted? |
| A. | We do not know of any business to be considered at the 20202022 Annual Meeting other than the proposals described in this Proxy Statement. If any other business is properly presented at the Annual Meeting, your signed proxy card (other than for 401(k) Plan shares) gives authority to Jeffrey L. Harmening and Richard C. AllendorfKaren Wilson Thissen to vote on such matters in their discretion. |
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GENERAL INFORMATION
Q. | How are the votes counted? |
| A. | You are entitled to cast one vote for each share of common stock you own, and there is no cumulative voting. Although abstentions are counted as present at the 20202022 Annual Meeting for purposes of determining whether there is a quorum under our by-laws, they are not treated as votes cast on any proposal. Abstentions effectively reduceproposal, and they will not have an effect on the numbervote. | | If you hold your shares in street name and do not provide voting instructions to your broker, your broker may not vote your shares on any proposal except Proposal Number 4 at the 2022 Annual Meeting. If a broker submits a proxy indicating that it does not have discretionary authority to vote on one or more proposals, a broker non-vote occurs. Shares that constitute broker non-votes will be counted as present at the Annual Meeting for the purpose of determining a quorum but will not be considered entitled to vote on the proposal in question. They are not treated as votes neededcast and have no effect on the outcome of any proposals. NYSE rules permit brokers discretionary authority to approvevote on Proposal Number 4 at the 2022 Annual Meeting if they do not receive instructions from the street name holder of the shares. As a proposal.result, if you do not vote shares that are held for you in street name, your broker has authority to vote on your behalf with regard to Proposal Number 4. |
If you hold your shares in street name and do not provide voting instructions to your broker, your broker may not vote your shares on any proposal except Proposal Number 3 at the 2020 Annual Meeting. If a broker submits a proxy indicating that it does not have discretionary authority to vote on one or more proposals, a broker non-vote occurs. Shares that constitute broker non-votes will be counted as present at the Annual Meeting for the purpose of determining a quorum but will not be considered entitled to vote on the proposal in question. They are not treated as votes cast on any proposal. Broker non-votes effectively reduce the number of votes needed to approve the proposal. NYSE rules permit brokers discretionary authority to vote on Proposal Number 3 at the 2020 Annual Meeting if they do not receive instructions from the street name holder of the shares. As a result, if you do not vote shares that are held for you in street name, your broker has authority to vote on your behalf with regard to Proposal Number 3.
We have a policy of confidential voting that applies to all shareholders, including our employee-shareholders. Broadridge Investor Communications Solutions will tabulate the votes received.
Q. | We have a policy of confidential voting that applies to all shareholders, including our employee-shareholders. Broadridge Investor Communications Solutions will tabulate the votes received. | | Q. | Where do I find the voting results of the meeting? |
| A. | We will publish the voting results in a current report on Form 8-K, which is due to be filed with the SEC within four business days of the 20202022 Annual Meeting. You can also go to our website at www.generalmills.com to access the Form 8-K. |
| Q. | How do I submit a shareholder proposal? |
| A. | If you wish to submit a proposal other than a director nomination for inclusion in our next Proxy Statement, we must receive the proposal on or before the close of business on April 12, 2021.10, 2023. Please address your proposal to: Corporate Secretary, General Mills, Inc., P.O. Box 1113, Minneapolis, Minnesota 55440. | | If you wish to use proxy access to submit a director nomination for inclusion in our next Proxy Statement: | | ● | You, or a group of up to 20 shareholders, must have continuously owned for three years at least 3% of our outstanding common stock. | | ● | We must receive the nomination no earlier than the close of business on March 10, 2023, and no later than the close of business on April 10, 2023. The notice must contain the information required by our by-laws. | | ● | Proxy access nominees appearing in the Proxy Statement generally may number up to the greater of two directors or 20% of the number of directors in office as of April 10, 2023. If there are a greater number submitted, our by-laws specify how the company will select which proxy access nominees to include in the Proxy Statement. | | ● | Shareholder(s) and nominee(s) must satisfy the additional requirements specified in our by-laws. | | Under our by-laws, if you wish to nominate a director or bring other business before the shareholders at our 2023 Annual Meeting without including your proposal in our Proxy Statement: | | ● | You must notify the Corporate Secretary of General Mills in writing no earlier than the close of business on May 30, 2023, and no later than the close of business on June 29, 2023; and | | ● | Your notice must contain the specific information required in our by-laws. | | Our by-laws may be found on our website located at www.generalmills.com in the “Investors” section under “Corporate Governance.” | | To comply with the universal proxy rules, no later than July 31, 2023, shareholders who intend to solicit proxies in support of nominees other than the company’s nominees must provide notice that sets forth the information about the shareholder nominees as required by Rule 14a-19 under the Securities Exchange Act of 1934. |
If you wish to use proxy access to submit a director nomination for inclusion in our next Proxy Statement:Table of Contents
You, or a group of up to 20 shareholders, must have continuously owned for three years at least three percent of our outstanding common stock.
We must receive the nomination no earlier than the close of business on March 12, 2021 and no later than the close of business on April 12, 2021. The notice must contain the information required by our by-laws.General Information
Proxy access nominees appearing in the Proxy Statement generally may number up to the greater of two directors or 20 percent of the number of directors in office as of April 12, 2021. If there are a greater number submitted, our by-laws specify how the company will select which proxy access nominees to include in the Proxy Statement.
Shareholder(s) and nominee(s) must satisfy the additional requirements specified in our by-laws.
Under our by-laws, if you wish to nominate a director or bring other business before the shareholders at our 2021 Annual Meeting without including your proposal in our Proxy Statement:
You must notify the Corporate Secretary of General Mills in writing no earlier than the close of business on May 25, 2021 and no later than the close of business on June 24, 2021; and
Your notice must contain the specific information required in our by-laws.
Our by-laws may be found on our website located at www.generalmills.com in the “Investors” section under “Corporate Governance.”
Solicitation of Proxies We pay for preparing, printing and mailing this Proxy Statement and the Notice of Internet Availability of Proxy Materials. We have engaged D.F. King & Co. to help us solicit proxies from shareholders for a fee of $15,000, plus reimbursement of out-of-pocket expenses. In addition to D.F. King, our directors, officers and employees may, without additional compensation, solicit proxies personally or by e-mail, telephone, fax or special letter. We will reimburse banks, brokers and other custodians, nominees and fiduciaries for their costs of sending the proxy materials to our beneficial owners. | | | | | | | | 68 | | | GENERAL MILLS, INC. - Notice of 2020 Annual Meeting of Shareholders and Proxy Statement | | |
GENERAL INFORMATION
Delivery and Viewing of Proxy Materials Electronic Delivery of Proxy Materials.Simply follow the instructions on your proxy card or Notice of Internet Availability of Proxy Materials to vote via the Internet, or go directly to www.icsdelivery.com/gis to register your consent to receive our annual report and this Proxy Statement in a fast and efficient manner via the Internet. This reduces the amount of paper delivered to a shareholder’s address and eliminates the cost of sending these documents by mail. You may elect to view all future annual reports and proxy statements on the Internet instead of receiving them by mail. Your election to view proxy materials online is perpetual unless you revoke it later. Future proxy cards mailed to you will contain the Internet website address and instructions to view the materials. You will continue to have the option to vote your shares by mail, telephone or the Internet. Certain employee-shareholders who have valid work e-mail addresses will not receive a proxy card in the mail but may vote by telephone or via the Internet. Delivery of Proxy Materials to Households.SEC rules allow us to deliver a single copy of an annual report and proxy statement to any household at which two or more shareholders reside. We believe this rule benefits everyone. It eliminates duplicate mailings that shareholders living at the same address receive, and it reduces our printing and mailing costs. This rule applies to any annual reports, proxy statements, proxy statements combined with a prospectus and information statements. If your household would like to receive single rather than duplicate mailings in the future, please write to Broadridge Investor Communications Solutions, Householding Department, 51 Mercedes Way, Edgewood, New York 11717, or call 1-866-540-7095. Each shareholder will continue to receive a separate proxy card or Notice of Internet Availability of Proxy Materials. If a broker or other nominee holds your shares, you may continue to receive some duplicate mailings. Certain brokers will eliminate duplicate account mailings by allowing shareholders to consent to such elimination, or through implied consent if a shareholder does not request continuation of duplicate mailings. Since not all brokers and nominees offer shareholders the opportunity to eliminate duplicate mailings, you may need to contact your broker or nominee directly to discontinue duplicate mailings from your broker to your household. Your household may have received a single set of proxy materials this year. If you would like to receive another copy of this year’s proxy materials, please write to Broadridge Investor Communications Solutions, Householding Department, 51 Mercedes Way, Edgewood, New York 11717, or call 1-866-540-7095. Annual Reports Our 20202022 Annual Report to Shareholders, which includes our consolidated financial statements for the fiscal year ended May 31, 2020,29, 2022, is available on our website at www.generalmills.com in the Investors section. To request a copy, please call 1-800-245-5703 and one will be sent to you without charge within one business day of receipt of such request. You may also request a free copy of our annual report on Form 10-K for the fiscal year ended May 31, 202029, 2022, by writing to the Corporate Secretary, General Mills, Inc., P.O. Box 1113, Minneapolis, Minnesota 55440 or via e-mail at corporate.secretary@genmills.com. corporate.secretary@genmills.com. Your Vote is Important! Please vote by telephone or the Internet or, if you received a printed copy of the proxy materials, sign and promptly return your proxy card in the enclosed envelope. | | | | | | | | | | | GENERAL MILLS, INC. - Notice of 20202022 Annual Meeting of Shareholders and Proxy Statement | | 6993 |
Table of Contents APPENDIX A NON-GAAP FINANCIAL MEASURESAppendix A: Non-GAAP Financial Measures
We have included in this Proxy Statement measures of financial performance that are not defined by generally accepted accounting principles (“GAAP”). Each of the measures is used in reporting to our executive management and several are used as components of the board of director’s measurement of our performance for incentive compensation purposes. For each of these non-GAAP financial measures, we are providing below a reconciliation of the differences between the non-GAAP measure and the most directly comparable GAAP measure. These non-GAAP measures should be viewed in addition to, and not in lieu of, the comparable GAAP measures. Please see page 3938 of our Annual Report on Form 10-K for the fiscal year ended May 31, 202029, 2022 for the tax impact of after-tax items used in the reconciliations below. ORGANIC NET SALES GROWTH | | | Fiscal 2020 | | | Fiscal 2019 | | Fiscal 2018 | | | Fiscal
2022 | | Fiscal
2021 | | Fiscal
2020 | Net Sales Growth as Reported | | | 5 | % | | | 7 | % | | | 1 | % | | 5% | | 3% | | 5% | Acquisition and Divestitures | | | Flat | | | | 9pts | | | | Flat | | | (1) pt | | — | | Flat | Foreign Currency Exchange | | | (1 | )pt | | | (2 | )pts | | | 1pt | | | Flat | | 1 pt | | (1) pt | 53rd Week | | | 2pts | | | | — | | | | — | | | — | | (2) pts | | 2 pts | Organic Net Sales Growth | | | 4 | % | | | Flat | | | | Flat | | | 6% | | 4% | | 4% |
Note: Table may not foot due to rounding. TOTAL SEGMENT OPERATING PROFITINCENTED ORGANIC NET SALES GROWTH
| | | | | | | | | | | | | ($ in Millions) | | Fiscal 2020 | | | Fiscal 2019 | | | Change | | Total Segment Operating Profit | | $ | 3,487.4 | | | $ | 3,160.8 | | | | 10 | % | Unallocated Corporate Items | | | 509.1 | | | | 339.8 | | | | | | Divestitures loss | | | — | | | | 30.0 | | | | | | Restructuring, Impairment and Other Exit Costs | | | 24.4 | | | | 275.1 | | | | | | Operating Profit | | $ | 2,953.9 | | | $ | 2,515.9 | | | | 17 | % |
TOTAL SEGMENT OPERATING PROFIT GROWTH ON A CONSTANT-CURRENCY BASIS,
ADJUSTED FOR INCENTIVE COMPENSATION MEASUREMENT
| | | | | | | Fiscal
2020
| | | | Percentage Change in Total Segment Operating Profit as Reported
| | | 10 | % | | | Impact of Foreign Currency Exchange
| | | Flat | | | | Percentage Change in Total Segment Operating Profit on Constant-Currency Basis
| | | 11 | % | | | Impact of Adjustments for Incentive Compensation Measurement(a)
| | | 1pt | | | | Percentage Change in Total Segment Operating Profit, Excluding Certain Items for Incentive Compensation, on a Constant-Currency Basis
| | | 9 | % |
| | | Fiscal
2022 | | Fiscal
2021 | | Fiscal
2020 | | 3 Year
CAGR | | Organic Net Sales Growth | | 6% | | 4% | | 4% | | 5% | | Incentive Adjustment(a) | | (1) pt | | Flat | | Flat | | | | Incented Organic Net Sales Growth | | 5% | | 4% | | 4% | | 4% |
Note: Table may not foot due to rounding. | (a) | Incentive performance excludes certain corporate adjustments that affect comparability. |
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Table of Contents Appendix A: Non-GAAP Financial Measures ADJUSTED OPERATING PROFIT AND RELATED CONSTANT-CURRENCY GROWTH RATE, ADJUSTED FOR INCENTIVE COMPENSATION MEASUREMENT | | | Fiscal Year | | | | 2022 | | 2021 | | 2020 | | 2022 vs. 2021
Change | | Operating Profit Growth as Reported | | $ | 3,475.8 | | | $ | 3,144.8 | | | $ | 2,953.9 | | 11% | | Restructuring (recoveries) charges(a) | | | (23.2 | ) | | | 172.7 | | | | 50.2 | | | | Project-related costs(a) | | | — | | | | — | | | | 1.5 | | | | Mark-to-market effects(b) | | | (133.1 | ) | | | (138.8 | ) | | | 24.7 | | | | Investment activity, net(c) | | | 14.7 | | | | (76.4 | ) | | | 8.4 | | | | Divestitures (gain) loss(d) | | | (194.1 | ) | | | 53.5 | | | | — | | | | Transaction costs(e) | | | 72.8 | | | | 9.5 | | | | — | | | | Non-income tax recovery(f) | | | (22.0 | ) | | | (8.8 | ) | | | — | | | | Product recall adjustment, net(g) | | | — | | | | (3.5 | ) | | | 19.3 | | | | Acquisition integration costs(h) | | | 22.4 | | | | — | | | | — | | | | Adjusted Operating Profit | | $ | 3,213.3 | | | $ | 3,153.2 | | | $ | 3058.0 | | 2% | | Foreign Currency Exchange Impact | | | | | | | | | | | | | Flat | | Adjusted Operating Profit Growth on a Constant-Currency Basis | | | | | | | | | | | | | 2% | | Adjustments for Incentive Compensation Measurement(i) | | | 11.0 | | | | | | | | | | | | Adjusted Operating Profit, Excluding Certain Items for Incentive Compensation | | $ | 3,224.3 | | | | | | | | | | 2% | | Foreign Currency Exchange Impact | | | | | | | | | | | | | Flat | | Adjusted Operating Profit Growth, Excluding Certain Items for Incentive Compensation, on a Constant-Currency Basis | | | | | | | | | | | | | 2% |
Note: Table may not foot due to rounding. | (a) | Restructuring charges for International supply chain optimization actions and net restructuring recoveries for previously announced restructuring actions in fiscal 2022. Restructuring charges for previously announced restructuring actions in fiscal 2021 and restructuring and project-related charges for previously announced restructuring actions in fiscal 2020. See Note 4 to the Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended May 29, 2022. | | (b) | Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items. See Note 8 to the Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended May 29, 2022. | | (c) | Valuation adjustments and the gain on sale of certain corporate investments in fiscal 2022 and fiscal 2021. Valuation adjustments and the loss on sale of certain corporate investments in fiscal 2020. | | (d) | Divestitures gain related to the sale of our interests in Yoplait SAS, Yoplait Marques SNC, and Liberté Marques Sàrl and the sale of our European dough businesses in fiscal 2022. Divestiture loss from the sale of our Laticínios Carolina business in Brazil in fiscal 2021. See Note 3 to the Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended May 29, 2022. | | (e) | Fiscal 2022 transaction costs relate primarily to the sale of our interests in Yoplait SAS, Yoplait Marques SNC, and Liberté Marques Sàrl, the sale of our European dough businesses, the definitive agreements to sell our Helper main meals and Suddenly Salad side dishes business, and the definitive agreement to acquire TNT Crust. The Helper main meals and Suddenly Salad side dishes divestiture as well as the TNT Crust acquisition closed during the first quarter of Fiscal 2023. Fiscal 2021 transaction costs related to the sale of our interests in Yoplait SAS, Yoplait Marques SNC, and Liberté Marques Sàrl and the acquisition of Tyson Foods’ pet treats business. See Note 3 to the Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended May 29, 2022. | | (f) | Recovery related to a Brazil indirect tax item recorded in fiscal 2022 and fiscal 2021. | | (g) | Net product recall adjustment related to our international Green Giant business in fiscal 2021. Product recall costs related to our international Green Giant business in fiscal 2020. | | (h) | Integration costs resulting from the acquisition of Tyson Foods’ pet treats business. See Note 3 to the Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended May 29, 2022. | | (i) | Incentive performance is measured on a comparable basis and excludes certain items affecting comparability, including the impact of changes in foreign currency exchange rates and acquisitions and divestitures, certain product recall costs and other corporate adjustments.divestitures. These items were not included in the annual operating plan or the performance targets approved by the board and compensation committee at the beginning of the fiscal year. |
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Table of Contents
APPENDIX A NON-GAAPAppendix A: Non-GAAP Financial Measures FINANCIAL MEASURES
ADJUSTED DILUTED EARNINGS PER SHARE AND RELATED CONSTANT-CURRENCY GROWTH RATE ADJUSTED FOR INCENTIVE COMPENSATION MEASUREMENT
| | | | | | | | | | | | | | | | Fiscal Year | | Per Share Data | | 2020 | | | 2019 | | | 2020 vs. 2019 Change | | | | | | Diluted Earnings per Share, as Reported | | $ | 3.56 | | | $ | 2.90 | | | | 23 | % | | | | | Tax items(a) | | | (0.09 | ) | | | (0.12 | ) | | | | | | | | | Restructuring charges(b) | | | 0.06 | | | | 0.10 | | | | | | | | | | Mark-to-market effects(c) | | | 0.03 | | | | 0.05 | | | | | | | | | | Product recall(d) | | | 0.03 | | | | — | | | | | | | | | | CPW restructuring charges(e) | | | 0.01 | | | | 0.02 | | | | | | | | | | Investment activity, net(f) | | | — | | | | (0.03 | ) | | | | | | | | | Net tax benefit(g) | | | — | | | | (0.01 | ) | | | | | | | | | Divestitures loss(h) | | | — | | | | 0.03 | | | | | | | | | | Acquisition integration costs(i) | | | — | | | | 0.03 | | | | | | | | | | Asset impairments(j) | | | — | | | | 0.26 | | | | | | | | | | Legal recovery(k) | | | — | | | | (0.01 | ) | | | | | | | | | Adjusted Diluted Earnings per Share | | $ | 3.61 | | | $ | 3.22 | | | | 12 | % | | | | | Foreign currency exchange impact | | | | | | | | | | | Flat | | | | | | Adjusted Diluted Earnings per Share Growth, on a Constant-Currency Basis | | | | | | | | | | | 12 | % | | | | | Adjustments for incentive compensation measurement(l) | | | (0.03 | ) | | | — | | | | | | Adjusted Diluted Earnings per Share, Excluding Certain Items for Incentive Compensation | | $ | 3.58 | | | $ | 3.22 | | | | 11 | % | | | | | Foreign currency exchange impact | | | | | | | | | | | Flat | | | | | | Adjusted Diluted Earnings per Share Growth, Excluding Certain Items for Incentive Compensation, on a Constant-Currency Basis | | | | | | | | | | | 11 | % |
| | | Fiscal Year | | Per Share Data | | 2022 | | 2021 | | 2020 | | 2022 vs. 2021
Change | | Diluted Earnings per Share, as Reported | | $ | 4.42 | | | $ | 3.78 | | | $ | 3.56 | | | 17% | | Restructuring (recoveries) charges(a) | | | (0.03 | ) | | | 0.22 | | | | 0.06 | | | | | Mark-to-market effects(b) | | | (0.17 | ) | | | (0.17 | ) | | | 0.03 | | | | | Investment activity, net(c) | | | 0.01 | | | | (0.10 | ) | | | — | | | | | Divestitures (gain) loss(d) | | | (0.31 | ) | | | 0.04 | | | | — | | | | | Tax items(e) | | | (0.08 | ) | | | 0.02 | | | | (0.09 | ) | | | | Transaction costs(f) | | | 0.09 | | | | 0.01 | | | | — | | | | | Non-income tax recovery(g) | | | (0.02 | ) | | | (0.01 | ) | | | — | | | | | Product recall(h) | | | — | | | | — | | | | 0.03 | | | | | CPW restructuring charges(i) | | | — | | | | — | | | | 0.01 | | | | | Acquisition integration costs(j) | | | 0.03 | | | | — | | | | — | | | | | Adjusted Diluted Earnings per Share | | $ | 3.94 | | | $ | 3.79 | | | $ | 3.61 | | | 4% | | Foreign Currency Exchange Impact | | | | | | | | | | | | | | Flat | | Adjusted Diluted Earnings per Share Growth, on a Constant-Currency Basis | | | | | | | | | | | | | | 4% |
Note: Table may not foot due to rounding. | (a) | Discrete tax benefit related to the reorganization of certain wholly owned subsidiariesRestructuring charges for International supply chain optimization actions and net restructuring recoveries for previously announced restructuring actions in fiscal 2020 and a discrete tax benefit related to a capital loss carryback in fiscal 2019. See Note 15 to the Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended May 31, 2020.
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(b) | 2022. Restructuring charges for previously announced restructuring actions.actions in fiscal 2021 and restructuring and project-related charges for previously announced restructuring actions in fiscal 2020. See Note 4 to the Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended May 31, 2020. 29, 2022. |
(c)(b) | Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items. See Note 8 to the Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended May 31,29, 2022. | | (c) | Valuation adjustments and the gain on sale of certain corporate investments in fiscal 2022 and fiscal 2021. Valuation adjustments and the loss on sale of certain corporate investments in fiscal 2020. |
| (d) | Product recall costsDivestitures gain related to our international Green Giant business.
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(e) | CPW restructuring charges related to initiatives designed to improve profitability and growth that were approved in fiscal 2018 and 2019.
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(f) | Valuation gains on certain corporate investments.
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(g) | Net tax benefit resulting from the Tax Cuts and Jobs Act accounting. See Note 15 to the Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended May 31, 2020.
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(h) | Loss on the sale of our La Salteña refrigerated dough businessinterests in ArgentinaYoplait SAS, Yoplait Marques SNC, and gain onLiberté Marques Sàrl and the sale of our yogurtEuropean dough businesses in fiscal 2022. Divestiture loss from the sale of our Laticínios Carolina business in China.Brazil in fiscal 2021. See Note 3 to the Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended May 31,29, 2022.
| | (e) | Discrete tax benefit recognized in fiscal 2022 related to a release of a valuation allowance associated with our capital loss carryforwards expected to be used against future divestiture gains. Discrete tax item related to amendments to reorganize certain U.S. retiree health and welfare benefits plans in fiscal 2021. Discrete tax benefit related to the reorganization of certain wholly owned subsidiaries in fiscal 2020. |
(i)(f) | IntegrationFiscal 2022 transaction costs resulting fromrelate primarily to the sale of our interests in Yoplait SAS, Yoplait Marques SNC, and Liberté Marques Sàrl, the sale of our European dough businesses, the definitive agreements to sell our Helper main meals and Suddenly Salad side dishes business, and the definitive agreement to acquire TNT Crust. The Helper main meals and Suddenly Salad side dishes divestiture as well as the TNT Crust acquisition closed during the first quarter of Fiscal 2023. Fiscal 2021 transaction costs related to the sale of our interests in Yoplait SAS, Yoplait Marques SNC, and Liberté Marques Sàrl and the acquisition of Blue Buffalo Products, Inc. in fiscal 2018.
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(j) | Impairment charges related to our Progresso, Food Should Taste Good, and Mountain High brand intangible assets and certain manufacturing assets in our North America Retail and Asia & Latin America segments.Tyson Foods’ pet treats business. See Note 63 to the Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended May 31, 2020.
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| | | | | | 29, 2022. | | (g) | A-2Recovery related to a Brazil indirect tax item recorded in fiscal 2022 and fiscal 2021. | | (h) | | | GENERAL MILLS, INC. - Notice of 2020 Annual Meeting of Shareholders and Proxy Statement | | |
APPENDIX A NON-GAAP FINANCIAL MEASURES
(k) | Represents a legal recoveryProduct recall costs related to our Yoplait SAS subsidiary.
international Green Giant business in fiscal 2020. |
(l)(i) | Incentive performance is measured on a comparable basis and excludes certain items affecting comparability, including the impact of changes in foreign currency exchange rates, acquisitions and divestitures and certain product recall costs. These items were not included in the annual operating plan or the performance targets approved by the board and compensation committee at the beginning of the fiscal year.
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FREE CASH FLOW CONVERSION RATE
| | | | | ($ In Millions) | | Fiscal 2020 | | | | Net earnings, including earnings attributable to redeemable and noncontrolling interests, as reported | | $ | 2,210.8 | | | | Tax item(a) | | $ | (53.1 | ) | | | Restructuring charges, net of tax(b) | | | 39.0 | | | | Project-related costs, net of tax(b) | | | 1.2 | | | | Mark-to-market effects, net of tax(c) | | | 19.0 | | | | Product recall, net of tax(d) | | | 17.1 | | | | CPW restructuring costs, net of tax(e) | | | 5.0 | | | | Investment activity, net, net of tax(f) | | | 3.0 | | | | Adjusted net earnings, including earnings attributable to redeemable and noncontrolling interests | | $ | 2,241.8 | | | | Net cash provided by operating activities | | | 3,676.2 | | | | Purchases of land, buildings, and equipment | | | (460.8 | ) | | | Free cash flow | | $ | 3,215.4 | | | | Net cash provided by operating activities conversion rate | | | 166 | % | | | Free cash flow conversion rate | | | 143 | % |
Note: Table may not foot due rounding.
(a) | Discrete tax benefitCPW restructuring charges related to previously announced restructuring actions.
| | (j) | Integration costs resulting from the reorganizationacquisition of certain wholly owned subsidiaries.Tyson Foods’ pet treats business. See Note 153 to the Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended May 31, 2020.29, 2022. |
| Notice of 2022 Annual Meeting of Shareholders | A-3 |
Table of Contents Appendix A: Non-GAAP Financial Measures FREE CASH FLOW CONVERSION RATE | ($ in millions) | | Fiscal
2022 | | Net earnings, including earnings attributable to redeemable and noncontrolling interests, as reported | | $ | 2,735.0 | | | Restructuring (recoveries) charges, net of tax(a) | | $ | (16.7 | ) | | Mark-to-market effects, net of tax(b) | | | (102.5 | ) | | Investment activity, net, net of tax(c) | | | 6.2 | | | Divestitures gain, net of tax(d) | | | (189.0 | ) | | Tax item(e) | | | (50.7 | ) | | Transaction costs, net of tax(f) | | | 56.4 | | | Non-income tax recovery, net of tax(g) | | | (14.5 | ) | | Acquisition integration costs, net of tax(h) | | | 17.2 | | | CPW restructuring costs, net of tax(i) | | | (0.9 | ) | | Adjusted net earnings, including earnings attributable to redeemable and noncontrolling interests | | $ | 2,440.5 | | | Net cash provided by operating activities | | | 3,316.1 | | | Purchases of land, buildings, and equipment | | | (568.7 | ) | | Free cash flow | | $ | 2,747.4 | | | Net cash provided by operating activities conversion rate | | | 121 | % | | Free cash flow conversion rate | | | 113 | % |
Note: Table may not foot due rounding. (b)(a) | Restructuring charges for International supply chain optimization actions and project-related chargesnet restructuring recoveries for previously announced restructuring actions.actions in fiscal 2022. See Note 4 to the Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended May 31, 2020. 29, 2022. |
(c)(b) | Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items. See Note 8 to the Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended May 31, 2020. 29, 2022. |
(d)(c) | Product recall costs related to our international Green Giant business.
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(e) | CPW restructuring charges related to initiatives designed to improve profitability and growth that were approved in fiscal 2018 and 2019.
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(f) | Valuation adjustments and the loss on sale of certain corporate investments. |
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APPENDIX A NON-GAAP FINANCIAL MEASURES
NET DEBT-TO-ADJUSTED EARNINGS BEFORE NET INTEREST, INCOME TAXES, DEPRECIATION AND
AMORTIZATION (EBITDA) RATIO
| | | | | | | | | | | | Fiscal Year | | ($ In Millions) | | 2020 | | | 2019 | | | | | Total debt(a) | | $ | 13,539.5 | | | $ | 14,490.0 | | | | | Cash | | | 1,677.8 | | | | 450.0 | | | | | Net debt | | $ | 11,861.7 | | | $ | 14,040.0 | | | | | Net earnings, including earnings attributable to redeemable and noncontrolling interests, as reported | | $ | 2,210.8 | | | $ | 1,786.2 | | | | | Income taxes | | | 480.5 | | | | 367.8 | | | | | Interest, net | | | 466.5 | | | | 521.8 | | | | | Depreciation and amortization | | | 594.7 | | | | 620.1 | | | | | EBITDA | | | 3,752.5 | | | | 3,295.9 | | | | | After-tax earnings from joint ventures | | | (91.1 | ) | | | (72.0 | ) | | | | Restructuring charges(b) | | | 50.2 | | | | 77.6 | | | | | Project-related costs(b) | | | 1.5 | | | | 1.3 | | | | | Mark-to-market effects(c) | | | 24.7 | | | | 36.0 | | | | | Product recall(d) | | | 19.3 | | | | — | | | | | Investment activity, net(e) | | | 8.4 | | | | (22.8 | ) | | | | Divestitures loss(f) | | | — | | | | 30.0 | | | | | Acquisition integration costs(g) | | | — | | | | 25.6 | | | | | Asset impairments(h) | | | — | | | | 207.4 | | | | | Legal recovery(i) | | | — | | | | (16.2 | ) | | | | Hyperinflationary accounting(j) | | | — | | | | 3.2 | | | | | Adjusted EBITDA | | $ | 3,765.6 | | | $ | 3,566.0 | | | | | Net debt-to-adjusted EBITDA ratio | | | 3.2 | | | | 3.9 | |
Note: Table may not foot due to rounding.
(a) | Notes payable and long-term debt, including current portion.
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(b) | Restructuring and project-related charges for previously announced restructuring actions. See Note 4 to the Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended May 31, 2020.
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(c) | Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items. See Note 8 to the Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended May 31, 2020.
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(d) | Product recall costs related to our international Green Giant business.
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(e) | Valuation losses and the lossgain on sale of certain corporate investments in fiscal 2020. Valuation gains on certain corporate investments in fiscal 2019.
2022. |
(f)(d) | Loss onDivestitures gain related to the sale of our La Salteña refrigerated dough businessinterests in ArgentinaYoplait SAS, Yoplait Marques SNC, and the gain onLiberté Marques Sàrl and the sale of our yogurt businessEuropean dough businesses in China.fiscal 2022. See Note 3 to the Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended May 31, 2020.
29, 2022. |
(g)(e) | Integration costs resulting from the acquisition of Blue BuffaloDiscrete tax benefit recognized in fiscal 2018.
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(h) | Impairment charges2022 related to a release of a valuation allowance associated with our Progresso, Food Should Taste Good,capital loss carryforwards expected to be used against future divestiture gains.
| | (f) | Fiscal 2022 transaction costs relate primarily to the sale of our interests in Yoplait SAS, Yoplait Marques SNC, and Mountain High brand intangible assetsLiberté Marques Sàrl, the sale of our European dough businesses, the definitive agreements to sell our Helper main meals and certain manufacturing assets in our North America RetailSuddenly Salad side dishes business, and Asia & Latin America segments.the definitive agreement to acquire TNT Crust. The Helper main meals and Suddenly Salad side dishes divestiture as well as the TNT Crust acquisition closed during the first quarter of Fiscal 2023. See Note 63 to the Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended May 31, 2020.29, 2022. | | (g) | Recovery related to a Brazil indirect tax item recorded in fiscal 2022. | | (h) | Integration costs resulting from the acquisition of Tyson Foods’ pet treats business. See Note 3 to the Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended May 29, 2022. | | (i) | CPW restructuring charges related to previously announced restructuring actions. |
(i) | Represents a legal recovery related to our Yoplait SAS subsidiary.
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(j) | Represents the impact of hyperinflationary accounting for our Argentina subsidiary, which was sold in fiscal 2019.
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APPENDIX A NON-GAAP FINANCIAL MEASURES
Cumulative Free Cash Flow, Adjusted for Incentive Compensation MeasurementCUMULATIVE FREE CASH FLOW, ADJUSTED FOR INCENTIVE COMPENSATION MEASUREMENT
| | | | Fiscal Year | | | Fiscal Year | ($ in millions) | | 2020 | | | 2019 | | | 2018 | | | 2022 | | 2021 | | 2020 | | Net Cash Provided by Operating Activities, as Reported | | $ | 3,676.2 | | | $ | 2,807.0 | | | $ | 2,841.0 | | | $ | 3,316.1 | | | $ | 2,983.2 | | $ | 3,676.2 | | | Purchases of Land, Buildings, and Equipment | | | (460.8 | ) | | | (537.6 | ) | | | (622.7 | ) | | | (568.7 | ) | | (530.8 | ) | | (460.8 | ) | | Free Cash Flow | | | 3,215.4 | | | | 2,269.4 | | | | 2,218.3 | | | | 2,747.4 | | | 2,452.4 | | 3,215.4 | | | Adjustments to Free Cash Flow for Incentive Compensation Measurement(a) | | | (551.7 | ) | | | (157.5 | ) | | | 0.4 | | | | 118.1 | | | 127.7 | | (117.7 | ) | | Free Cash Flow, Adjusted for Comparability | | | 2,663.7 | | | | 2,111.9 | | | | 2,218.7 | | | | 2,865.5 | | | 2,580.1 | | 3,097.7 | | | Cumulative Free Cash Flow, Adjusted for Incentive Compensation Measurement | | $ | 6,994.3 | | | | | | | $ | 8,543.3 | | | | | | |
Note: Table may not foot due to rounding. rounding | (a) | Incentive performance is measured on a comparable basis and excludes certain items affecting comparability, including the impact of acquisitions and divestitures and restructuring projects and tax reform.projects. These items were not included in the annual operating plan or the performance targets approved by the board and compensation committee for the respective fiscal years. |
Table of Contents Appendix B: 2022 Stock Compensation Plan GENERAL MILLS, INC.
2022 STOCK COMPENSATION PLAN The purpose of the General Mills, Inc. 2022 Stock Compensation Plan (as may be amended from time to time, the “Plan”) is to attract and retain qualified individuals by rewarding employees and non-employee directors of General Mills, Inc., its subsidiaries and affiliates (defined as entities in which General Mills, Inc. has a significant equity or other interest, collectively, the “Company”) and to align the interests of employees and non-employee directors with those of the shareholders of the Company by providing that a portion of compensation will be linked directly to increases in shareholder value. The Company shall include any successors to General Mills, Inc. or any future parent corporations or similar entities. | 2. | EFFECTIVE DATE AND DURATION OF PLAN |
This Plan shall become effective as of September 27, 2022, subject to the approval of the shareholders of the Company at the Annual Meeting of Shareholders on that date (the “Effective Date”). Awards may be made under the Plan until September 30, 2032 or such earlier date as determined by the Board of Directors of General Mills, Inc. (the “Board”) or the Compensation Committee of the Board (the “Committee”). As of the Effective Date, no further Awards shall be granted under the General Mills, Inc. 2017 Stock Compensation Plan (the “2017 Plan”). Employees of the Company shall be eligible to become “Employee Participants” under the Plan, and non-employee directors of the Board shall be eligible to become “Non-Employee Director Participants” under the Plan. The term “Participant(s)” shall mean both Employee Participants and Non-Employee Director Participants. The Committee shall exercise the discretionary authority to determine from time to time the employees of the Company who are eligible to participate in this Plan. Individuals who are not classified by the Company as employees on its corporate books, records and systems are not eligible to become Employee Participants even if any such individual is later reclassified (by the Company, any court, any government agency or otherwise) as an employee of the Company as of any date in particular. Employee Participants shall be eligible to receive grants of Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Share Units and Performance Units. Non-Employee Director Participants shall be eligible to receive grants of Restricted Stock and Restricted Stock Units, and, for Non-Employee Director Participants who elect to receive Common Stock in lieu of cash for their cash retainer, Unrestricted Stock. | (a) | | Stock Options. The Committee may award Employee Participants stock options (“Stock Options”) to purchase a fixed number of shares of common stock ($.10 par value) of the Company (“Common Stock”). The grant of a Stock Option entitles the Employee Participant to purchase shares of Common Stock at an “Exercise Price” established by the Committee which, unless the Stock Option is granted through the assumption of, or in substitution for, outstanding awards previously granted to individuals who become employees of the Company as a result of a merger, consolidation, acquisition or other transaction involving the Company (in which case the assumption or substitution shall be accomplished in a manner that permits the Award to be exempt from Code Section 409A), shall not be less than 100% of the Fair Market Value of the Common Stock on the date of grant, and may exceed the Fair Market Value on the grant date, at the Committee’s discretion. “Fair Market Value” shall equal the closing price on the New York Stock Exchange of the Company’s Common Stock on the applicable date. | | (b) | Stock Appreciation Rights. The Committee may award Employee Participants stock appreciation rights (“Stock Appreciation Rights”). A Stock Appreciation Right is a right to receive, upon exercise of that right, an amount, which may be paid in cash, shares of Common Stock, or a combination thereof in the complete discretion of the Committee, equal to or less than the difference between the Fair Market Value of one share of Common Stock as of the date of exercise and the Fair Market Value of one share of Common Stock on the date of grant, |
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Table of Contents Appendix B: 2022 Stock Compensation Plan
| | unless the Stock Appreciation Right was granted through the assumption of, or in substitution for, outstanding awards previously granted to individuals who become employees of the Company as a result of a merger, consolidation, acquisition, or other transaction involving the Company (in which case the assumption or substitution shall be accomplished in a manner that permits the Award to be exempt from Section 409A (as defined below)). | 
| (c) | Restricted Stock and Restricted Stock Units. The Committee may grant Employee Participants and Non-Employee Director Participants, subject to certain restrictions, shares of Common Stock (“Restricted Stock”) or the right to receive shares of Common Stock or cash (“Restricted Stock Units”). | | (d) | Performance Share Units and Performance Units. The Committee may grant to Employee Participants a right to receive either the value of a number of shares of Common Stock (“Performance Share Units”) or a monetary amount, which could be settled in such shares or in cash or a combination thereof (“Performance Units”), determined based on the extent to which applicable performance goals are achieved. | | (e) | Unrestricted Stock. Awards of Common Stock are available to Non-Employee Director Participants who affirmatively elect to receive all or a specified percentage of any cash retainer or fees in shares of Common Stock (“Unrestricted Stock”), which, if elected, will be issued within 10 Business Days after the end of each of the Company’s fiscal quarters. The aggregate grant date Fair Market Value of any Unrestricted Stock issued pursuant to this Section 4(e) is intended to be equivalent to the value of the cash fees. A “Business Day” shall mean a day on which the New York Stock Exchange is open for trading. |
Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Share Units, and Performance Units are sometimes referred to herein as “Awards”. To the extent any Award is subject to section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), the terms and administration of such Award shall comply therewith and IRS guidance thereunder. If any provision of the Plan would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended so as to avoid the conflict. Further, for purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Plan shall be treated as a separate payment of compensation for purposes of applying the Section 409A deferral election rules and the exclusion from Section 409A for certain short-term deferral amounts. | 5. | COMMON STOCK SUBJECT TO THE PLAN |
| (a) | Maximum Shares Available for Delivery. Subject to Section 5(d), the maximum number of shares of Common Stock available for Awards to Employee Participants and Non-Employee Director Participants under the Plan shall be 35,000,000. Stock Options and Stock Appreciation Rights awarded shall reduce the number of shares available for Awards by one share for every one share granted. Awards of Restricted Stock, Restricted Stock Units, Performance Share Units, Performance Units, and Unrestricted Stock settled in shares of Common Stock shall reduce the number of shares available for Awards by one share for every one share delivered, up to 50 percent of the total number of shares available; beyond that, Restricted Stock, Restricted Stock Units, Performance Share Units, Performance Units, and Unrestricted Stock settled in shares of Common Stock shall reduce the number of shares available for Awards by 5 shares for every one share delivered. | | | In addition, any Common Stock covered by an Award granted under the Plan (or, after the Effective Date, an award previously granted under the 2017 Plan) which is forfeited, or which expires or otherwise terminates without being exercised, or settled, or is settled in cash (in whole or in part) or otherwise does not result in the issuance of all or a portion of the Common Stock subject to such Award (or award previously granted under the 2017 Plan, as applicable), shall be deemed not to be granted (or, with respect to previously granted 2017 Plan awards, as applicable, will be added) for purposes of determining the maximum number of shares of Common Stock available for Awards under the Plan. If (i) any Stock Option or Stock Appreciation Right (or, after the Effective Date, any stock option or stock appreciation right previously granted under the 2017 Plan) is exercised through the delivery of Common Stock in satisfaction of the Exercise Price, (ii) withholding tax requirements arising upon exercise of any Stock Option or Stock Appreciation Right (or, after the Effective Date, any stock option or stock appreciation right previously granted under the 2017 Plan) are satisfied through the withholding of Common Stock otherwise deliverable in connection with such exercise, or (iii) any shares of Common Stock are repurchased with proceeds received from the exercise of a Stock Option (or, after the Effective Date, a stock option previously granted under the 2017 Plan), the full number of shares of Common Stock underlying any such Stock Option or Stock Appreciation Right (or, after the Effective Date, any stock option or stock appreciation right previously granted under the 2017 Plan), or portion thereof being so issued shall count against the maximum number of shares available for grants under the Plan and not be available for reissuance under the Plan. Additionally, if withholding tax requirements are satisfied through the withholding of Common Stock otherwise deliverable in connection with the vesting of any Award (or, after the Effective Date, |
Table of Contents Appendix B: 2022 Stock Compensation Plan | | any award previously granted under the 2017 Plan) any shares so withheld shall count against the maximum number of shares available for grants under the Plan and not be available for reissuance under the Plan. | | | Upon forfeiture, termination, or expiration of any Awards (or, after the Effective Date, any awards granted under the 2017 Plan) prior to the vesting or earning/settlement date, the shares of Common Stock subject thereto that shall again be available for Awards under the Plan pursuant to the prior paragraph and added back to the maximum number of shares of Common Stock available for Awards under the Plan in the same multiple as they were awarded pursuant to the first paragraph of this Section 5(a) (or the same multiple as they were awarded pursuant to the 2017 Plan, as applicable). | | (b) | Individual Limits for Employee Participants. The number of shares of Common Stock subject to Stock Options and Stock Appreciation Rights or shares of Common Stock available for Restricted Stock, Restricted Stock Units, Performance Share Units and stock-denominated Performance Units granted under the Plan to any single Employee Participant shall not exceed, in the aggregate, 2,000,000 shares and/or units per fiscal year. The maximum dollar value of cash-denominated Restricted Stock Units and Performance Units payable to any single Employee Participant shall be $20,000,000 per fiscal year. | | (c) | Individual Limits for Non-Employee Director Participants. The aggregate fair market value of all compensation granted for Board service rendered during any Board Year to any Non-Employee Director Participant under the Plan and any other compensatory plan or arrangement of the Company shall not exceed $800,000 during any Board Year; provided, however, that compensation paid to any Non-Employee Director Participant designated as chair of the Board shall not be subject to the foregoing limitation, but instead is subject to the limits set forth in Section 5(b). For purposes of calculating the value of non-cash compensation paid to a Non-Employee Director Participant, all stock-based awards shall be valued at the grant date fair value as determined by the Company for financial statement purposes and all other non-cash compensation shall be valued at fair market value as reasonably determined by the Committee. A “Board Year” shall mean the time period beginning the day of each annual shareholders’ meeting and ending the day before the succeeding annual shareholders’ meeting. | | (d) | Adjustments for Corporate Transactions. If a corporate transaction has occurred affecting the Common Stock such that an adjustment to outstanding Awards is required to preserve (or prevent enlargement of) the benefits or potential benefits intended at the time of grant, then in such manner as the Committee deems equitable, an appropriate adjustment shall be made to (i) the number and kind of shares which may be awarded under the Plan; (ii) the number and kind of shares subject to outstanding Awards; (iii) the number of shares credited to an account; (iv) the individual limits imposed under the Plan; (v) the performance conditions applicable to outstanding Awards; and, if applicable; (vi) the Exercise Price of outstanding Options and Stock Appreciation Rights provided that the number of shares of Common Stock subject to any Stock Option or Stock Appreciation Right denominated in Common Stock shall always be a whole number. Any shares of Common Stock underlying Awards granted through the assumption of, or in substitution for, outstanding awards previously granted to individuals who become employees of the Company as a result of a corporate transaction involving the Company shall not, unless required by law or regulation, count against the reserve of available shares of Common Stock under the Plan. For purposes of this paragraph a corporate transaction includes, but is not limited to, any dividend (other than a cash dividend that is not an extraordinary cash dividend) or other distribution (whether in the form of cash, Common Stock, securities of a subsidiary of the Company, other securities or other property), recapitalization, stock split, reverse stock split, combination of shares, reorganization, merger, consolidation, acquisition, split-up, spin-off, combination, repurchase or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction. Notwithstanding anything in this paragraph to the contrary, an adjustment to a Stock Option or Stock Appreciation Right under this paragraph shall be made in a manner that will not result in the grant of a new Stock Option or Stock Appreciation Right under Section 409A or cause the Stock Option or Stock Appreciation Right to fail to be exempt from Section 409A. | | (e) | Limits on Distribution. Distribution of shares of Common Stock or other amounts under the Plan shall be subject to the following: | | | (i) | Notwithstanding any other provision of the Plan, the Company shall have no liability to deliver any shares of Common Stock under the Plan or make any other distribution of benefits under the Plan unless such delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act of 1933, as amended), and the applicable requirements of any securities exchange or similar entity. |
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Table of Contents Appendix B: 2022 Stock Compensation Plan | | (ii) | To the extent that the Plan provides for issuance of stock certificates to reflect the issuance of shares of Common Stock or Restricted Stock, the issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange. | | (f) | Other Restrictions. The Committee may also determine whether any shares issued upon exercise of a Stock Option or Stock Appreciation Right, or attainment of any performance goal, shall be restricted in any manner. |
| 6. | STOCK OPTIONS AND STOCK APPRECIATION RIGHTS TERMS AND TYPE |
| (a) | General. Stock Options granted under the Plan shall be non-qualified Stock Options governed by Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”). The term of any Stock Option and Stock Appreciation Right granted under the Plan shall be determined by the Committee, provided that said term shall not exceed 10 years and one month. | | (b) | No Reload Rights. Neither Stock Options nor Stock Appreciation Rights granted under this Plan shall contain any provision entitling the optionee or right- holder to the automatic grant of additional options or rights in connection with any exercise of the original option or right. | | (c) | No Repricing. Subject to Section 5(d) and absent shareholder approval, the Exercise Price of an outstanding Stock Option may not be decreased after the grant date; the value of Common Stock used to determine the amount paid upon the exercise of a Stock Appreciation Right (i.e., the equivalent of an option’s exercise price) may not be decreased after the date of grant; no outstanding Stock Options or Stock Appreciation Rights may be surrendered to the Company as consideration or otherwise for the grant of a new Award with a lower exercise price; the Company cannot purchase, replace, or exchange for another Award any Stock Option or Stock Appreciation Right that has an Exercise Price or Common Stock value (i.e. the equivalent of an option’s exercise price) greater than the current market price of the underlying Common Stock with cash or any other consideration; and no other modifications to any outstanding Stock Options or Stock Appreciation Rights may be made that would be treated as a “repricing” under the then applicable rules or listing requirements adopted by the New York Stock Exchange. | | (d) | Dividends and Dividend Equivalents. No dividends or dividend equivalents shall be paid or accrued on any Stock Options or Stock Appreciation Rights granted under this Plan. |
| 7. | GRANT, EXERCISE AND VESTING OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS |
| (a) | Grant. Subject to the limits otherwise imposed by the terms of this Plan, the Committee has discretionary authority to determine the size of a Stock Option or Stock Appreciation Right Award, which may be tied to meeting performance-based requirements. | | (b) | Exercise. Except as provided in Section 11 (Change of Control), each Stock Option or Stock Appreciation Right may be exercised only in accordance with the terms and conditions of the Stock Option or Stock Appreciation Right grant agreement and during the periods as may be established by the Committee. | | (c) | Vesting. Stock Options and Stock Appreciation Rights shall not be exercisable unless vested. Subject to Section 11, Stock Options and Stock Appreciation Rights shall be fully vested only after at least three years of the Employee Participant’s continued service with the Company following the date of the grant. No portion of any Stock Option or Stock Appreciation Right shall have a vesting period that is less than one year from the date of the grant. Notwithstanding any other provision of this Plan to the contrary, the Committee may in its discretion award up to five percent of the shares authorized under this Plan with full vesting or restricted periods less than three years for Employee Participants, subject to the limits of Sections 5(b). For the avoidance of doubt, the prior sentence shall not be construed to limit the Committee’s discretion to provide for accelerated exercisability or vesting of an Award, including, but not limited to, in cases of death, disability, retirement or a Change of Control. | | (d) | Payment of Exercise Price. The Exercise Price for Stock Options shall be paid to the Company at the time of such exercise, subject to any applicable rule adopted by the Committee: | | | (i) | in cash (including check, draft, money order or wire transfer made payable to the order of the Company); | | | (ii) | through the tender of shares of Common Stock owned by the Employee Participant (by either actual delivery or attestation) or the withholding of shares of Common Stock by the Company; | | | (iii) | by a combination of (i) and (ii) above; or |
Table of Contents Appendix B: 2022 Stock Compensation Plan | | (iv) | by authorizing a third party broker to sell a sufficient number of shares of Common Stock acquired upon exercise of the Stock Option and remit to the Company such sales proceeds to pay the entire Exercise Price and any tax withholding resulting from the exercise. |
For determining the amount of the payment, Common Stock delivered pursuant to (ii) or (iii) shall have a value equal to the Fair Market Value of the Common Stock on the date of exercise. | 8. | RESTRICTED STOCK AND RESTRICTED STOCK UNITS |
Restricted Stock and Restricted Stock Units may be awarded to Employee Participants, and on an annual basis to Non-Employee Director Participants. Each Participant who is awarded Restricted Stock Units that are settled in shares of Common Stock shall be eligible to receive, at the expiration of the applicable restricted period (or such later time as provided herein), one share of Common Stock for each Restricted Stock Unit awarded, and the Company shall issue to each such Participant that number of shares of Common Stock. Each Participant who is awarded Restricted Stock Units that are settled in cash shall receive an amount equal to the Fair Market Value of a share of Common Stock on the date the applicable restricted period ends, multiplied by the number of Restricted Stock Units that are vesting and being settled. No portion of any Restricted Stock or Restricted Stock Unit shall have a vesting period that is less than one year from the date of grant. | (a) | Awards for Employee Participants. With respect to Awards of Restricted Stock and Restricted Stock Units to Employee Participants, the Committee shall: | | | (i) | Select Employee Participants to whom Awards will be made; | | | (ii) | Subject to the otherwise applicable Plan limits, determine the number of shares of Restricted Stock or the number of Restricted Stock Units to be awarded; | | | (iii) | Determine the length of the restricted period, which, for full vesting shall be no less than three years, provided no portion of any Restricted Stock or Restricted Stock Units shall have a restricted period that is less than one year from the date of the grant; | | | (iv) | Determine the purchase price, if any, to be paid by the Employee Participant for Restricted Stock or Restricted Stock Units; | | | (v) | Determine whether Restricted Stock Unit Awards will be settled in shares of Common Stock, cash or a combination thereof; and | | | (vi) | Determine any restrictions other than those set forth in this Section. | | (b) | Annual Awards for Non-Employee Director Participants. On the Effective Date of the Plan (or, if a Non-Employee Director Participant is first elected after the Effective Date of the Plan, then on the date the Non-Employee Director Participant first attends a Board meeting) and at the close of business on each successive annual shareholders’ meeting, each Non-Employee Director Participant who is re-elected to the Board shall be awarded Restricted Stock or Restricted Stock Units in an amount determined from time to time by the Board or its delegate. The restricted period for any such awards granted under this Section 8(b) shall be no less than one Board Year (which is at least 50 weeks). | | (c) | Dividends, Dividend Equivalents and Voting. Subject to the restrictions set forth in this Section, each Participant who receives Restricted Stock shall have certain rights as a shareholder with respect to such shares, as set forth in the applicable Award Agreement. Participants who receive Restricted Stock Units shall have no rights as shareholders with respect to such Restricted Stock Units until such time as share certificates for Common Stock are issued to the Participants (if applicable). At the discretion of the Committee, Restricted Stock and Restricted Stock Units may be credited with amounts equal to the sum of all dividends and other distributions paid by the Company during the prior quarter on that equivalent number of shares of Common Stock. Notwithstanding the previous sentence, any dividends, dividend equivalents or other distributions so credited shall be distributed (in either cash or shares of Common Stock, with or without interest or other earnings, as provided in the Award Agreement at the discretion of the Committee) to the Participant only if, when, and to the extent the conditions imposed on the attendant Restricted Stock and Restricted Stock Units are satisfied, and in an amount equal to the sum of all quarterly dividends and other distributions paid by the Company during the applicable restricted period on the equivalent number of shares of Common Stock which become unrestricted. Such dividends, dividend equivalents or other distributions shall be payable at the same time as the attendant Restricted Stock and Restricted Stock Units to which they relate vest, as provided under the applicable terms of the Plan and Award Agreement(s). Dividends, dividend equivalents, and other distributions that are not so vested shall be forfeited. |
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Table of Contents Appendix B: 2022 Stock Compensation Plan Notwithstanding any other provision of this Plan to the contrary, the Committee may in its discretion award up to five percent of the shares authorized under this Plan with full vesting or restricted periods less than three years for Employee Participants and less than one year for Non-Employee Director Participants, subject to the limits of Sections 5(b) and 5(c). For the avoidance of doubt, the prior sentence shall not be construed to limit the Committee’s discretion to provide for accelerated exercisability or vesting of an Award, including, but not limited to, in cases of death, disability, retirement or a Change of Control. The Committee may in its discretion permit a Participant to defer receipt of any Common Stock or cash issuable upon the lapse of any restriction of Restricted Stock Units, subject to such rules and procedures as it may establish. In particular, the Committee shall establish rules relating to such deferrals intended to comply with the requirements of Code section 409A, including without limitation, the time when a deferral election can be made, the period of the deferral, and the events that would result in payment of the deferred amount. | 9. | PERFORMANCE SHARE UNITS AND PERFORMANCE UNITS |
| (a) | Grant. The Committee may grant performance awards to Employee Participants which may be denominated in shares of Common Stock (“Performance Share Units”) or notionally represented by a monetary value, and which may be settled in shares of Common Stock, paid in cash, or a combination thereof (“Performance Units”). Such Awards will have Award Agreements containing provisions regarding (i) the target and maximum amount payable, (ii) the performance criteria and level of achievement versus those criteria that shall determine the amount of such payment, (iii) the performance period over which performance shall be measured for determining the amount of any payment, (iv) the timing of any payment earned based on performance, (v) restrictions on the alienation or transfer of the Award prior to actual payment, (vi) forfeiture provisions, and (vii) further terms and conditions, in each case not inconsistent with this Plan, as may be determined from time to time by the Committee at its discretion. | | (b) | Grant Size. Subject to the otherwise applicable Plan limits, the Committee has discretionary authority to determine the size of a Performance Share Unit or Performance Unit Award. | | (c) | Performance Conditions and Vesting. Awards granted under this Section 9 shall be subject to such terms and conditions as the Committee, in its discretion, imposes in the relevant Award Agreement. These conditions may include service and/or pre-established performance requirements and goals over periods of one or more years that could result in the future forfeiture of all or part of the Awards granted in the event of the Employee’s termination with the Company prior to the expiration of any service conditions, and/or said performance criteria or other conditions are not met in whole or in part within the designated performance period. Performance criteria established by the Committee shall relate to corporate, group, unit, individual or other performance, and may be established according to financial or nonfinancial metrics, or such other measures or standards determined by the Committee. Multiple performance criteria may be used and the components of multiple performance criteria may be given the same or different weighting in determining the amount of an Award earned, and may relate to absolute performance or relative performance measured against other groups, units, individuals or entities. After the end of the relevant performance period the Committee shall decide in its discretion the extent to which applicable performance goals/criteria have been attained, as well as the satisfaction of any other terms and conditions of an Award. Except as provided in Sections 11(b) and (c), Awards granted under this Section 9 shall not be paid other than on the date specified in the relevant Award Agreement after the end of the performance period. No portion of any Performance Share Units or Performance Units shall have a vesting period that is less than one year from the date of the grant. Notwithstanding any other provision of this Plan to the contrary, the Committee may in its discretion award up to five percent of the shares authorized under this Plan with full vesting or restricted periods less than three years, subject to the limits of Sections 5(b). For the avoidance of doubt, the prior sentence shall not be construed to limit the Committee’s discretion to provide for accelerated vesting of an Award, including, but not limited to, in cases of death, disability, retirement or a Change of Control. | | (d) | Dividend Equivalents and Voting. At the discretion of the Committee, Performance Share Units may be credited with amounts equal to the sum of all dividends and other distributions paid by the Company during the prior quarter on that equivalent number of shares of Common Stock. Notwithstanding the previous sentence, any dividend equivalents or other distributions so credited shall be distributed (in either cash or shares of Common Stock, with or without interest or other earnings, as provided in the Award Agreement at the discretion of the Committee) to the Participant only if, when, and to the extent the conditions imposed on the attendant Performance Share Units are satisfied, and in an amount equal to the sum of all quarterly dividends and other distributions paid by the Company during the relevant performance period on the equivalent number of shares of Common Stock which become payable. Such dividend equivalents or other distributions shall be payable at the same time as the attendant Performance Share Units to which they relate, as provided under the applicable |
Table of Contents Appendix B: 2022 Stock Compensation Plan | | terms of the Plan and Award Agreement. Dividend equivalents and other distributions that are not so vested shall be forfeited. Dividend equivalents shall not be credited in respect to Performance Units. Participants who receive either Performance Share Units or Performance Units shall have no rights as shareholders and in particular shall have no voting rights. |
The Committee may in its discretion permit Employee Participants to defer receipt of any Common Stock or cash issuable under Performance Share Units or Performance Units subject to such rules and procedures as it may establish. In particular, the Committee shall establish rules relating to such deferrals intended to comply with the requirements of Code section 409A, including without limitation, the time when a deferral election can be made, the period of the deferral, and the events that would result in payment of the deferred amount. The Company has the right to withhold amounts from Awards to satisfy required tax obligations as it deems appropriate. Whenever the Company issues Common Stock under the Plan, unless it decides to satisfy the withholding obligations through additional withholding on salary or other wages, it may require the recipient to remit to the Company an amount sufficient to satisfy any Federal, state, local or foreign tax withholding requirements prior to the delivery of such Common Stock, or the Company may in its discretion withhold from the shares to be delivered shares sufficient to satisfy all or a portion of such tax withholding requirements. In no event whatsoever shall the Company be liable for any additional tax, interest, or penalty that may be imposed on a Participant by Section 409A, or damages or other relief for failing to comply with Section 409A. | (a) | Each of the following (i) through (iv) constitutes a “Change of Control”: | | | (i) | The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Exchange Act”)), (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Exchange Act, as amended) of voting securities of the Company where such acquisition causes such Person to own 20% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not be deemed to result in a Change of Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a transaction that complies with clauses (A), (B) and (C) of subsection (iii) below; and provided, further, that if any Person’s beneficial ownership of the Outstanding Voting Securities reaches or exceeds 20% as a result of a transaction described in clause (A) or (B) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 20% or more of the Outstanding Voting Securities; or | | | (ii) | Individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or | | | (iii) | Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”); excluding however, such a Business Combination pursuant to which (A) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business |
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Table of Contents2020 ANNUAL MEETING INFORMATION Appendix B: 2022 Stock Compensation Plan | | | Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Securities, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or | | | (iv) | Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. | | (b) | Notwithstanding any other provision of this Plan to the contrary, if, within two years after a Change of Control an Employee Participant experiences an involuntary separation from service initiated by the Company for reasons other than “cause” (for this purpose cause shall have the same meaning as that term has in Section 4.2(b)(ii) of Plan B of the General Mills Separation Pay and Benefits Program for Officers), or a separation from service for “good reason” actually entitling the employee to certain separation benefits under Section 4.2(a)(ii) of Plan B of the General Mills Separation Pay and Benefits Program for Officers, the following applies unless otherwise provided in the applicable Award Agreement: | | | (i) | All of his or her then outstanding and unvested Stock Options and Stock Appreciation Rights shall fully vest immediately and remain exercisable for the one-year period beginning on the date of his or her separation from service or, if earlier, the end of the term of the Stock Option and Stock Appreciation Right. | | | (ii) | All shares of Restricted Stock and Restricted Stock Units shall fully vest and be settled immediately (subject to a proper deferral election made with respect to the Award). | | | (iii) | All Performance Share Units and Performance Units shall fully vest immediately and shall be considered to be earned in full “at target” as if the applicable performance goals established for the performance period have been achieved and paid immediately (subject to a proper deferral election made with respect to the Award). | | | (iv) | If Awards are replaced pursuant to subsection (d) below, the protections and rights granted under this subsection (b) shall transfer and apply to such replacement awards. |
Notwithstanding the above, any Restricted Stock Units, Performance Share Units or Performance Units subject to Section 409A (not subject to a proper deferral election) shall be settled on the Employee Participant’s separation from service (within the meaning of Section 409A) or in the case of an Employee Participant who is a “specified employee” (within the meaning of Section 409A) on the first day of the seventh month following the month of the Employee Participant’s separation from service. | (c) | Notwithstanding any other provision of this Plan to the contrary, if a Change of Control occurs and a Non-Employee Director Participant, at the request of the Company or its shareholders, resigns or is otherwise replaced, removed or dismissed from the Board, then all awards held by the Non-Employee Director Participant shall fully and immediately vest, and be paid immediately if the Non- Employee Director Participant experiences a “separation from service” under Section 409A, pursuant to the terms of the Plan that are otherwise applicable. | | (d) | Notwithstanding any other provision of this Plan to the contrary, if, in the event of a Change of Control, and to the extent outstanding Awards are not assumed by a successor corporation (or affiliate thereto) or other successor entity or person, or replaced with an award or grant that solely in the discretionary judgment of the Committee, which shall be reasonable, preserves the existing value of outstanding Awards at the time of the Change of Control, then the following shall occur unless otherwise provided in the applicable Award Agreement: | | | (i) | Subject to the other provisions of this subsection (d), All Stock Options and Stock Appreciation Rights shall vest and become exercisable immediately upon the Change of Control event. | | | (ii) | The restrictions on all shares of Restricted Stock shall lapse and Restricted Stock Units shall vest immediately. |
Table of Contents Appendix B: 2022 Stock Compensation Plan | | (iii) | All Performance Share Units and Performance Units shall fully vest immediately and shall be considered to be earned in full “at target” as if the applicable performance goals established for the performance period have been achieved. | | | (iv) | To the extent Section 409A applies, if the Change of Control constitutes a “change in control” event as described in IRS regulations or other guidance under Code section 409A(a) (2)(A)(v), Employee and Non-Employee Director Participants’ Restricted Stock Units and Performance Share Units and Performance Units shall be settled and paid upon the Change of Control in accordance with the requirements of Section 409A. | | | (v) | If the Change of Control does not constitute a “change in control” event as described in IRS regulations or other guidance under Code section 409A(a) (2)(A)(v), Restricted Stock Units and Performance Share Units and Performance Units that are not otherwise subject to Section 409A, and on which a deferral election was not made, shall be settled and paid upon the Change of Control. However, Performance Share Units and Performance Units otherwise subject to Section 409A, or such Awards for which a proper deferral election was made, shall be settled in cash equal to either the Award’s Fair Market Value at the time of the Change of Control, or its monetary value provided for above in (iii), as applicable, plus interest at a rate of Prime plus 1% from the Change of Control to the date of payment, which shall be the time the original restriction period would have closed, the Performance Share Units and Performance Units would have been originally payable, or the date elected pursuant to the proper deferral election, as applicable. |
In the discretion of the Committee and notwithstanding subsection (d)(i) above or any other Plan provision, outstanding Stock Options and Stock Appreciation Rights (both exercisable and unexercisable) may be cancelled at the time of the Change of Control in exchange for cash, property, or a combination thereof that is determined by the Committee to be at least equal to the excess (if any) of the value of the consideration that would be received in such Change of Control by the holders of Common Stock, over the exercise price for such Awards. For purposes of clarification, by operation of this provision Stock Options and Stock Appreciation Rights that would not yield a gain at the time of the Change of Control under the aforementioned equation would not be eligible to be exchanged for any consideration and are subject to cancellation without consideration. Furthermore, the Committee is under no obligation to treat Awards and/or Employee Participants uniformly and has the discretionary authority to treat Awards and Employee Participants disparately. | (e) | If in the event of a Change of Control and to the extent outstanding Awards are assumed by any successor corporation, affiliate thereof, person or other entity, or are replaced with awards that, solely in the discretionary judgment of the Committee preserve the existing value of outstanding Awards at the time of the Change of Control and provide for vesting payout terms, and performance goals, as applicable, that are at least as favorable to Participants as vesting, payout terms and performance goals applicable to Awards, then all such Awards or such substitutes thereof shall remain outstanding and be governed by their respective terms, subject to Subsection 11(b) hereof. |
| 12. | ADMINISTRATION OF THE PLAN |
| (a) | Administration. The authority to control and manage the operations and administration of the Plan shall be vested in the Committee in accordance with this Section. | | (b) | Selection of Committee. The Committee shall be selected by the Board, and shall consist of two or more outside, disinterested members of the Board who, in the judgment of the Board, are qualified to administer the Plan as contemplated by Rule 16b-3 of the 1934 Exchange Act, and any rules and regulations of a stock exchange on which Common Stock is traded. | | (c) | Powers of Committee. The authority to manage and control the operations and administration of the Plan shall be vested in the Committee, subject to the following: | | | (i) | Subject to the provisions of the Plan, the Committee will have the authority and discretion to select from among the eligible Company employees and non-employee directors those persons who shall receive Awards, to determine the time or times of receipt, to determine the types of Awards and the number of shares or amounts covered by the Awards, to establish the terms, conditions, performance criteria, performance period, restrictions, vesting schedule (subject to the minimum vesting requirements set forth in the Plan) and other provisions of such Awards, to specify that the Participant’s rights, payments, and benefits with respect to Awards shall be subject to adjustment, acceleration, reduction, cancellation, forfeiture, or recoupment under certain circumstances, and (subject to the restrictions imposed by Section 13) to cancel or suspend Awards. In making such determinations, the Committee may take into account the nature of services rendered by the individual, the individual’s present and potential |
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Table of Contents Appendix B: 2022 Stock Compensation Plan | | | contribution to the Company’s success and such other factors as the Committee deems relevant. Such terms and conditions may be evidenced by an agreement (“Award Agreement”), which need not require execution by the Participant, in which case acceptance of the Award shall constitute agreement by the Participant with all its terms, conditions, limitations and forfeiture provisions. | | | (ii) | The Committee will have the authority and discretion to establish terms and conditions of Awards as the Committee determines to be necessary or appropriate to conform to applicable requirements or practices of jurisdictions outside of the United States. | | | (iii) | The Committee will have the authority and discretion to interpret the Plan, Award Agreements, and any other documents ancillary thereto, to establish, modify, and rescind any rules relating to the Plan, to determine the terms and provisions of any Award Agreements made pursuant to the Plan, to correct any technical defect(s) or omission(s) in connection with the Plan, Award Agreement, and any other documents ancillary thereto, reconcile any technical inconsistencies in connection with the Plan, Award Agreement, and any other documents ancillary thereto, and to make all other determinations that may be necessary or advisable for the administration of the Plan. | | | (iv) | Any interpretation of the Plan, Award Agreements, and any other documents ancillary thereto, by the Committee and any decision made by it under the Plan, Award Agreements, and any other documents ancillary thereto, is final and binding. There is no obligation for uniformity or consistency of treatment of Participants or Awards under the Plan. | | | (v) | The Committee will have exclusive authority and discretion to decide how outstanding Awards will be treated, and is empowered to make all elections among possible options, consistent with Sections 11(c) and (d). | | (d) | Delegation by Committee. Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time. | | (e) | Designation of Beneficiary. Each Participant to whom an Award has been made under the Plan may designate a beneficiary or beneficiaries to exercise any Award or to receive any payment which under the terms of the Plan and the relevant Award Agreement may become exercisable or payable on or after the Participant’s death. At any time, and from time to time, any such designation may be changed or cancelled by the Participant without the consent of any such beneficiary. Any such designation, change or cancellation must be on a form provided for that purpose by the Committee and shall not be effective until received by the Committee. Such form may establish other rules as the Committee deems appropriate. If no beneficiary has been designated by a deceased Participant, or if all the designated beneficiaries have predeceased the Participant, the beneficiary shall be the Participant’s estate. If the Participant designates more than one beneficiary, any payments under the Plan to such beneficiaries shall be made in equal shares unless the Participant has expressly designated otherwise, in which case the payments shall be made in the shares designated by the Participant. |
| 13. | AMENDMENTS OF THE PLAN |
The Committee may from time to time prescribe, amend and rescind rules relating to the Plan. Subject to the approval of the Board of Directors, where required, the Committee may at any time terminate, amend, or suspend the operation of the Plan, provided that no action shall be taken by the Board of Directors or the Committee without the approval of the shareholders which would: | (a) | except as provided in Section 5(d), materially increase the number of shares which may be issued under the Plan; | | (b) | except as provided in Section 4(a), permit granting of Stock Options or Stock Appreciation Rights at less than Fair Market Value; | | (c) | except as provided in Section 5(d), permit the repricing (as described in Section 6(c)) of outstanding Stock Options or Stock Appreciation Rights; or | | (d) | amend the individual limits on awards set forth in Sections 5(b) or 5(c) which may be granted to any single Employee or Non-Employee Director Participant. |
Table of Contents Appendix B: 2022 Stock Compensation Plan No termination, modification, suspension, or amendment of the Plan shall alter or impair the rights of any Participant pursuant to an outstanding Award, in any materially adverse respect, without the consent of the Participant. The rights of a Participant will not be deemed to have been altered or impaired in any materially adverse respect if, without the consent of the Participant, the Committee amends an Award to: (i) clarify the manner of exemption from, or to bring the Award into compliance with Section 409A, (ii) to correct clerical or typographical errors, or (iii) to comply with other applicable laws. There is no obligation for uniformity of treatment of Participants or Awards under the Plan. Notwithstanding any provision of the Plan to the contrary, in order to foster and promote achievement of the purposes of the Plan and/or to comply with provisions of the laws in countries outside the United Sates in which the Company operates or has employees, the Committee, in its sole discretion, shall have the power and authority to (i) determine which Eligible Persons (if any) employed by the Company outside the United States should participate in the Plan, (ii) modify the terms and conditions of any Awards made to such Eligible Persons, and (iii) establish sub-plans, modified Option exercise procedures and other Award terms, conditions and procedures to the extent such actions may be necessary or advisable to comply with provisions of the laws in such countries outside the United States in order to assure the lawfulness, validity and effectiveness of Awards granted under the Plan. | 15. | TRANSFERABILITY OF AWARDS |
Except as otherwise provided by rules of the Committee, no Stock Options or Stock Appreciation Right shall be transferable by a Participant otherwise than (i) by the Participant’s last will and testament or (ii) by the applicable laws of descent and distribution, and such Stock Options or Stock Appreciation Right shall be exercised during the Participant’s lifetime only by the Participant or his or her guardian or legal representative. Except as otherwise provided in Sections 8 or 9, no shares of Restricted Stock, no Restricted Stock Units and no Performance Share Units and Performance Units shall be sold, exchanged, transferred, pledged or otherwise disposed of during the restricted period. The Committee shall not permit, and an Award Agreement shall not provide for, any outstanding Award to be transferred or transferable to a third party for value or consideration. | 16. | NON-ALIENATION OF RIGHTS AND BENEFITS |
Subject to Sections 15 and 19, and the rights of the Company and the Committee established under the Plan’s terms, no right or benefit under the Plan shall be subject to alienation, sale, assignment, pledge, or encumbrance and any attempt to do so shall be void. No right or benefit under the Plan be subject to the debts, contracts, liabilities or torts of the person entitled to such rights or benefits. | 17. | LIMITATION OF LIABILITY OR OBLIGATION OF THE COMPANY |
Nothing in the Plan shall be construed | (a) | to give any employee or non-employee director of the Company any right to be granted any Award other than at the sole discretion of the Committee; | | (b) | to give any Participant any rights whatsoever with respect to shares of Common Stock except as specifically provided in the Plan; | | (c) | to limit in any way the right of the Company or any Subsidiary to terminate, change or modify, with or without cause, the employment or other engagement of any Participant at any time; or | | (d) | to be evidence of any agreement or understanding, express or implied, that the Company or any Subsidiary will employ or engage any Participant in any particular position at any particular rate of compensation or for any particular period of time. |
Payments and other benefits received by a Participant under an Award shall not be deemed part of a Participant’s regular, recurring compensation for purposes of any termination, indemnity or severance pay laws and shall not be included in, nor have any effect on, the determination of benefits under any other benefit plan, contract or similar arrangement provided by the Company or any Subsidiary, unless expressly so provided by such other plan, contract or arrangement. The Company makes no representation that any or all of the Awards or payments under this Plan will be exempt from or comply with Section 409A, and makes no undertaking to preclude Section 409A from applying. The Company shall not lend money to any Participant to finance a transaction under this Plan. | Notice of 2022 Annual Meeting of Shareholders | B-11 |
Table of Contents Appendix B: 2022 Stock Compensation Plan Awards are specifically made subject to the Company’s Executive Compensation Clawback Policy, as it is amended from time to time, to the full extent said Policy is applicable. All notices to the Company regarding the Plan shall be in writing, effective as of actual receipt by the Company, and shall be sent to: Attention: Corporate Compensation
General Mills, Inc.
Number One General Mills Boulevard
Minneapolis, MN 55426
Table of Contents 
2022 Annual Meeting Information For more information about the annual meeting and voting, as well as answers to many frequently asked questions, please see “Questions and Answers About the 20202022 Annual Meeting and Voting” beginning on page 65.89. DATE AND LOCATIONDate and Location
 | |  |  | | Virtual only at www.virtualshareholdermeeting.com/GIS2020 |  | | 8:30 a.m., Central Daylight Time | | www.virtualshareholdermeeting.com/GIS2022 | Tuesday, September 22, 202027, 2022 |
VOTINGVoting
All proposals require the affirmative vote of a majority of votes cast (excluding abstentions) by shareholders entitled to vote and represented at the 20202022 Annual Meeting in person or by proxy. Record holders of General Mills common stock at the close of business on July 24, 2020,29, 2022, may vote at the 20202022 Annual Meeting. | | | | | | | | | | | | | If you are a registered shareholder, you may vote using any of the following methods: | | | | If you hold your shares in a brokerage account in your broker’s name (“street name”), or you hold your shares through the General Mills 401(k) Plan, you should follow the voting directions provided by your broker or nominee: | | | | | | | | | By Internetusing your computer |  |  | | Go to the website www.proxyvote.com and follow the instructions for Internet voting on the proxy card or Notice of Internet Availability of Proxy Materials that you received in the mail. | | | | By Internetusing your computer | | | | If your broker allows, you may submit voting instructions by the Internet. | | | | | | | | | By Internetusing your tablet orsmartphone |  |  | | Use your mobile device to scan the QR Barcode on your proxy card or Notice of Internet Availability of Proxy Materials and follow the prompts that appear on your mobile device. | | | | By Internetusing your tablet orsmartphone | | | | Use your mobile device to scan the QR Barcode on your voter instruction form or Notice of Internet Availability of Proxy Materials and follow the prompts that appear on your mobile device. | By telephone | |  | | | | | | Bytelephone |  | If you reside in the United States or Canada, dial 800-690-6903 and follow the instructions for telephone voting on the proxy card that you received in the mail. | | Bytelephone | | By telephone | | | | If your broker allows, you may submit voting instructions by telephone. | | | | | | | | | By mailingyour proxy card |  |  | | If you received a printed copy of the proxy materials, complete and mail your proxy card. | | | | By mailingyour VIF | | | | Complete and mail a voting instruction form to your broker or nominee. | | | | | | | | | By castingyour vote atthe meeting |  |  | | Cast your vote at the meeting by following the instructions in the Questions and Answers section of the proxy statement. | | | | By castingyour vote atthe meeting | | | | Cast your vote at the meeting by following the instructions in the Questions and Answers section of the proxy statement. statement (not available to 401(k) holders). |
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ATTN: INVESTOR RELATIONS
1 GENERAL MILLS BOULEVARD
MINNEAPOLIS, MN 55426
VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information until 11:59 p.m. Eastern Daylight Time on Monday, September 21, 202026, 2022 (or until Midnight Eastern Daylight Time on Friday,Thursday, September 18, 202022, 2022 for 401(k) shares). Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by General Mills, Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years. You may also register your consent by going to www.icsdelivery.com/gis.gis. During The Meeting - Go to www.virtualshareholdermeeting.com/GIS2020GIS2022 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions until 11:59 p.m. Eastern Daylight Time on Monday, September 21, 202026, 2022 (or until Midnight Eastern Daylight Time on Friday,Thursday, September 18, 202022, 2022 for 401(k) shares). Have your proxy card in hand when you call and then follow the instructions. Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to General Mills, Inc., c/o Broadridge Investor Communications Solutions, 51 Mercedes Way, Edgewood, NY 11717 by 11:59 p.m. Eastern Daylight Time on Monday, September 21, 2020.26, 2022. For 401(k) shares, your proxy card should be received by Broadridge by Midnight Eastern Daylight Time on Friday,Thursday, September 18, 2020.22, 2022. IF YOU VOTE BY PHONE OR INTERNET, PLEASE DO NOT MAIL YOUR PROXY CARD | | | | TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | D20730-P42999 | D89648-P79263 | KEEP THIS PORTION FOR YOUR RECORDS |
| | DETACH AND RETURN THIS PORTION ONLY | — — — — — — — — — — — — — —— — — — — — — — —— — — — — — — — — — — — — —— — — — — — — — —— — — — — — — — —— — — — —— —
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY | |
| GENERAL MILLS, INC. | | | | | | | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2, 3 AND 4 AND "AGAINST" PROPOSALS 5 AND 6. | | | | | | | | Vote on Directors | | | | | | | | 1. | Election of Directors | | | | | | | GENERAL MILLS, INC.
| | Nominees: | | For | | Against | | | | | | | | | | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2 AND 3.
| | | | | | | | | | | | | | | Vote on Directors
| | | | | | | | | | | | Abstain | | | 1a) | R. Kerry Clark | | ☐ | | | | 1. Election of Directors
| ☐ | | | | | | | | | | | | | | | | For | | Against | | Abstain | | | | | | | | | Nominees:
| | | | | | | | | | | | | | ☐ | | | 1b) | David M. Cordani | | ☐ | | ☐ | | ☐ | 1a) R. Kerry Clark
| | ☐1c) | | ☐ | | ☐ | | | | For | | Against | | Abstain | | | | | | | | | 1b) David M. Cordani
| | ☐ | | ☐ | | ☐ | | 1k) Eric D. Sprunk
C. Kim Goodwin | | ☐ | | ☐ | | ☐ | | | 1d) | Jeffrey L. Harmening | | | | | 1c) Roger W. Ferguson Jr.
| | ☐ | | ☐ | | ☐ | | 1l) Jorge A. Uribe
| | ☐ | | ☐ | | ☐ | | | 1e) | Maria G. Henry | | | | | 1d) Jeffrey L. Harmening
| | ☐ | | ☐ | | ☐ | | Vote on Proposals | | | | | | | | | | | | | | | 1e) Maria G. Henry
| | ☐ | | ☐ | | ☐ | | 2. Advisory Vote on Executive Compensation.
| | ☐ | | ☐ | | ☐ | | | 1f) | | | | | | 1f) Jo Ann Jenkins
| | ☐ | | ☐ | | ☐ | | 3. Ratify Appointment of the Independent Registered Public Accounting Firm.
| | ☐ | | ☐ | | ☐ | 1g) Elizabeth C. Lempres
| | ☐ | | ☐ | | ☐ | | | | | | | | | | | 1g) | Elizabeth C. Lempres | | | | | 1h) Diane L. Neal
| | ☐ | | ☐ | | ☐ | | | | | | | | | | | 1h) | Diane L. Neal | | | | | 1i) Steve Odland
| | ☐ | | ☐ | | ☐ | | | | | | | | | | | 1i) | Steve Odland | | | | | 1j) Maria A. Sastre
| | ☐ | | ☐ | | ☐ | | | | | | | | |
| | | | | | | | | | | |  | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | For | | Against | | Abstain | | 1k) Eric D. Sprunk | | ☐ | | ☐ | | ☐ | | 1l) Jorge A. Uribe | | ☐ | | ☐ | | ☐ | | | | | | | | | Vote on Proposals | | | | | | | | 2. | Approval of the 2022 Stock Compensation Plan. | | ☐ | | ☐ | | ☐ | | 3. | Advisory Vote on Executive Compensation. | | ☐ | | ☐ | | ☐ | | 4. | Ratify Appointment of the Independent Registered Public Accounting Firm. | | ☐ | | ☐ | | ☐ | | 5. | Shareholder Proposal - Independent Board Chairman. | | ☐ | | ☐ | | ☐ | | 6. | Shareholder Proposal Regarding a Plastic Packaging Report. | | ☐ | | ☐ | | ☐ | | | | | | | | |
| | | | | | Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) | Date | | Signature (Joint Owners) | Date | |
Table of Contents
General Mills, Inc. 20202022 Annual Meeting of Shareholders
Tuesday, September 22, 202027, 2022 8:30 a.m. (Central Daylight Time) Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
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D20731-P42999
| | | | | | | | | | | |  | PROXY
2020
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| | | | | | | GENERAL MILLS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
I appoint Jeffrey L. Harmening and Richard C. Allendorf, together and separately, as proxies to vote all shares of common stock that I have power to vote at the annual meeting of shareholders to be held on September 22, 2020, and at any adjournment or postponement thereof, in accordance with the instructions on the reverse side of this card and with the same effect as though I were present in person and voting such shares. The proxies are authorized in their discretion to vote upon such other business as may properly come before the meeting and they may name others to take their place. In the event of unforeseen circumstances such as the death or disability of a director nominee, the Board may substitute another person for that nominee. The proxies will vote these shares for that other person unless you instruct us otherwise. The proxies’ discretionary authority shall not apply to shares held through the General Mills 401(k) Savings Plan.
This proxy will be voted as directed. If no direction is made, it will be voted “FOR” Proposals 1, 2 and 3.
If shares of common stock are held through the General Mills 401(k) Savings Plan, you are considered a named fiduciary who may direct State Street Bank and Trust, as the plan fiduciary, how to vote the shares. For shares which are not allocated to participant accounts or for shares for which no direction has been received, State Street will vote those shares in the same proportion as directed shares are voted. State Street may, in exercising its fiduciary responsibility, disregard the direction on behalf of the unallocated shares and shares for which no direction was received and vote in its discretion, if following such direction would be inconsistent with the Employee Retirement Income Security Act. For instructions received by phone or Internet, the deadline is Midnight Eastern Daylight Time on Friday, September 18, 2020. Any instruction regarding your vote shall remain confidential. Should a participant wish to contact State Street with questions regarding confidentiality in voting for the plan, please contact Monet Ewing at 617-664-5654.
PLEASE SIGN on the reverse side exactly as your name appears hereon. Joint owners should each sign. Executors, administrators, trustees, etc. should so indicate when signing. If signer is a corporation, please sign the full name by duly authorized officer.
2022 |
GENERAL MILLS, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS I appoint Jeffrey L. Harmening and Karen Wilson Thissen, together and separately, as proxies to vote all shares of common stock that I have power to vote at the annual meeting of shareholders to be held on September 27, 2022, and at any adjournment or postponement thereof, in accordance with the instructions on the reverse side of this card and with the same effect as though I were present in person and voting such shares. The proxies are authorized in their discretion to vote upon such other business as may properly come before the meeting and they may name others to take their place. In the event of unforeseen circumstances such as the death or disability of a director nominee, the Board may substitute another person for that nominee. The proxies will vote these shares for that other person unless you instruct us otherwise. The proxies' discretionary authority shall not apply to shares held through the General Mills 401(k) Savings Plan. This proxy will be voted as directed. If no direction is made, it will be voted "FOR" Proposals 1, 2, 3 and 4 and "AGAINST" Proposals 5 and 6. If shares of common stock are held through the General Mills 401(k) Savings Plan, you are considered a named fiduciary who may direct State Street Bank and Trust, as the plan fiduciary, how to vote the shares. For shares which are not allocated to participant accounts or for shares for which no direction has been received, State Street will vote those shares in the same proportion as directed shares are voted. State Street may, in exercising its fiduciary responsibility, disregard the direction on behalf of the unallocated shares and shares for which no direction was received and vote in its discretion, if following such direction would be inconsistent with the Employee Retirement Income Security Act. For instructions received by phone or Internet, the deadline is Midnight Eastern Daylight Time on Thursday, September 22, 2022. Any instruction regarding your vote shall remain confidential. Should a participant wish to contact State Street with questions regarding confidentiality in voting for the plan, please contact Monet Ewing at 617-664-5654. PLEASE SIGN on the reverse side exactly as your name appears hereon. Joint owners should each sign. Executors, administrators, trustees, etc. should so indicate when signing. If signer is a corporation, please sign the full name by duly authorized officer. (Continued, and to be signed and dated on reverse side)
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Committee Chairperson 
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Financial Expert
