UNITED STATES
Securities and Exchange Commission
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment No. )
☑ | |||
| ☐ |
CHECK THE APPROPRIATE BOX: | ||||
| ||||
☐ | Preliminary Proxy Statement | |||
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||
☑ | Definitive Proxy Statement | |||
☐ |
| |||
|
| |||
| Definitive Additional Materials | |||
☐ | Soliciting Material |
GENERAL MILLS, INC.General Mills, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | ||||
| ||||
☑ | No fee | |||
☐ |
| |||
| ||||
| ||||
| ||||
| ||||
| ||||
| Fee paid previously with preliminary | |||
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
2022 Proxy Statement
Accelerate
☐
Strategy |
We are executing our Accelerate strategy to drive sustainable, profitable growth and top-tier shareholder returns over the long term. The Accelerate strategy focuses on four pillars to create competitive advantages and win: boldly building brands, relentlessly innovating, unleashing scale and being a force for good. The company is prioritizing its core markets, global platforms and local gem brands that have the best prospects for profitable growth and is committed to reshaping its portfolio with strategic acquisitions and divestitures to further enhance its growth profile.
| ||
Making Food the World Loves |
(1) Amount Previously Paid:
Where to Play | ||
(2) Form, Schedule or Registration Statement No.:
CORE MARKETS | GLOBAL PLATFORMS | LOCAL GEMS | PORTFOLIO RESHAPING |
How to Win | ||
(3) Filing Party:
BOLDLY BUILDING BRANDS | RELENTLESSLY INNOVATING | UNLEASHING OUR SCALE | BEING A FORCE FOR GOOD |
Drive Long-Term Shareholder Value | ||
(4) Date Filed:
ORGANIC NET SALES* +2-3% | ADJUSTED OPERATING PROFIT* +MSD(1) | ADJUSTED DILUTED EPS* +MSD TO +HSD(2) | MAINTAIN CAPITAL DISCIPLINE |
* | Non-GAAP measure. |
(1) | Mid-single digit constant currency growth rate. |
(2) | High-single digit constant currency growth rate. |
Dear Fellow Shareholders:
Fiscal 2022 was another successful year for General Mills. It was the fourth consecutive year that that we have delivered results that met or exceeded our targets for top- and bottom-line growth and cash generation. I am proud of how our team members around the world responded quickly to address significant inflation and supply disruptions to keep our products on the shelves for our customers and consumers and drive strong results for the company. General Mills has prospered for more than 150155 years because of the dedication of our people, our strong brands, our resilient categories and our ability to adapt to an ever-changing consumer, landscape. Neversocietal and environmental conditions. These core strengths have these characteristicsnever been more important than now.as we continue to navigate through the COVID-19 pandemic and extremely challenging operating and consumer environments.
I continue to be pleased with the development and execution of our Accelerate strategy to drive sustainable, profitable growth and top-tier returns for our shareholders over the long term. We are prioritizing the markets and global platforms that offer the greatest prospects for profitable growth, while focusing on making investments and taking actions that create competitive advantage. Importantly, our Accelerate strategy is grounded in our purpose of making food the world loves and requires that we take action to be a force for good for our consumers, communities and the environments from which we source the ingredients that make our products. Our accomplishments over the past year are a true reflection of our Accelerate strategy and purpose.
In fiscal 2022, we advanced our Accelerate strategy by executing well on our core business while taking significant steps to reshape our portfolio and organization. In particular, we set three specific priorities at the beginning of fiscal 2022. We said that we would compete effectively everywhere we play, successfully navigate a dynamic supply chain environment and execute our portfolio and organizational shaping actions without disrupting our base business. I am pleased to report that we achieved each of these priorities. We grew or held market share in 70% of our global priority businesses. The onsetstrength of our supply chain stood out this year, as we and the industry experienced a record level of disruptions. In addition to elevated levels of disruptions, we also faced significant input cost inflation during fiscal 2022, reaching double digits in the fourth quarter and 8% for the full year. To address inflation, we continued to lean on our Holistic Margin Management productivity program, which we supplemented with broad-based Strategic Revenue Management actions across our portfolio. We also took significant steps to reshape our portfolio for growth, including the acquisition of Tyson Foods’ pet treat business and the divestitures of our European Yoplait operations and Helper and Suddenly Salad businesses. And we successfully implemented significant changes to our organizational structure, including streamlining our North America Retail operating unit structure, realigning our North America Foodservice segment, creating a new International segment and adjusting our go-to-market model across many global markets, and establishing a new Strategy & Growth organization tasked with advancing many aspects of our Accelerate strategy.
I am especially proud of the COVID-19many ways our teams continue to live out our purpose of making food the world loves. Recognizing that everything we do touches the lives of people and communities – now, and for years to come – we are more determined than ever to ensure the G in General Mills stands for Good. Our focus on putting people first extends beyond our consumers to our entire value chain, including the farmers who grow our ingredients, our employees, who are the heartbeat of General Mills and, of course, the communities we are proud to be a part of and serve. In fiscal 2022, we took additional steps to provide our employees with a safe workplace, to support their mental health and well-being and to foster a culture of inclusion and belonging. We continued our commitment to use our scale to drive sustainable
Notice of 2022 Annual Meeting of Shareholders | 1 |
and meaningful change on issues of racial and social justice, including through our Box Tops for Education program that is equipping teachers to identify and address racial bias, supporting programs to increase the number of teachers of color and distributing funds to impact schools in need.
As we look to the challenges ahead, we begin with the firm belief that a global pandemic has caused dramatic changesfood company can be a force for good. The natural resources that we depend upon are being reduced as the world’s needs increase, and simply sustaining the status quo is not enough. We have set aggressive goals to reduce greenhouse gas emissions across societyour entire value chain, and we are investing in the potential of agriculture to ensure a thriving future for both people and planet. To that end, we are working to drive meaningful change through being a leader in regenerative agriculture, a holistic approach to farming that improves environmental, social and economic resilience.
We enter fiscal 2023 ready to compete and win in this highly dynamic consumer, supply chain and inflationary environment. We will continue to execute our Accelerate strategy, focusing on three priorities that will be critical to our success. First, we will continue to compete effectively, prioritizing our core markets, global platforms and local gem brands, and leveraging our brand-building, innovation, strategic capabilities and force for good work to deliver competitive performance. Second, we will continue to invest for the future by delivering on our Holistic Margin Management productivity program and Strategic Revenue Management initiatives to offset inflation, making strategic investments in the business and continuing to progress against our environmental, social and governance commitments. Finally, we will continue to reshape our portfolio by ensuring smooth transitions for our recently closed transactions and assessing the landscape for additional growth- and value-enhancing transactions. Our long history of success and our business.
Throughout this global health crisis, we have remained focused on protectingperseverance over the healthpast year give me great confidence in our ability to adapt and safety of our employees while serving the needs of our consumers and communities. This consistent focus served us well in fiscal 2020. Amid tremendous change in the external environment, we adapted and executedevolve to deliver outstanding financial results while fulfillingstaying true to our company purpose of making food the world loves.
The pandemic has had a profound impact on consumer demand across our major markets with efforts to reduce virus transmission driving an unprecedented increase in demand for food at home and a corresponding decrease in away-from-home food demand. As a result:
We moved quickly to meet this new demand adopting a variety of measures, such as prioritizing production of our most in-demand products to help optimize capacity.
We nimbly adapted our marketing efforts to better engage with at-home consumers online and help accelerate our E-commerce business.
We acted as a force for good, rising to meet the needs of our communities around the world, including contributing $10 million in monetary and food donations to organizations addressing hunger and food access.
Most importantly, we implemented enhanced safety measures across all of our facilities to protect employee health and safety and ensure a reliable food supply.
A year ago, we outlined three priorities that were critical for General Mills to deliver a successful fiscal 2020: accelerating our organic sales, maintaining our strong margins and reducing our leverage. I am pleased to say we were on track to deliver on each of these priorities before the full impact of the pandemic hit our business at the end of our third quarter. With elevated demand in the fourth quarter, we ultimately exceeded our expectations for all three. Our fiscal 2020 consolidated net sales increased 5 percent to $17.6 billion, and organic net sales grew 4 percent*. Operating profit of $3.0 billion was up 17 percent, and adjusted operating profit increased 7 percent on a constant-currency basis*. Diluted earnings per share (EPS) increased 23 percent to $3.56, and adjusted diluted EPS grew 12 percent on a constant-currency basis*. And we delivered another year of strong cash generation, allowing us to reduce our leverage well ahead of our goal.
As we turn to fiscal 2021, we’ll remain agile to navigate this dynamic and uncertain environment caused by the pandemic, keeping a sharp focus on the near-term opportunity to meet ongoing elevated demand while continuing to advance our long-term strategies and maintain the safety and well-being of our employees, consumers and partners. We’ll also continue to focus on the role that the company can play to positively contribute to addressing environmental issues and social inequalities that impact the communities in which we operate, and beyond.
With many unknowns as we enter the year, our priorities for fiscal 2021 are focused on what we can control:
|
|
|
I want to close by thanking you, our shareholders, for your investment in General Mills and your confidence in our plans for future growth. On behalf of our 35,000more than 32,000 talented employees around the world, I want you to know that as we remain confident thatcontinue to navigate a very dynamic operating environment, we will emerge from the pandemic a stronger companyare in a strong position to generatedeliver consistent, profitable growth and top tiertop-tier returns over the long term.
August 10, 20208, 2022
Sincerely,
JEFFREY L. HARMENING
Jeffrey L. Harmening
Chairman and Chief Executive Officer
|
A Letter from Your Independent Lead Director |
|
|
Dear Fellow Shareholders:
This isIt has been my first letterprivilege to youcontinue to serve as your Independent Lead DirectorDirector. While the events of General Mills, having been appointed by the Board in September 2019. I want to begin by recognizing Kerry Clark, who preceded me, for his many years of leadershippast year have presented some unique demands and significant contributions to buildingchallenges, the effective, engagedboard remains focused on fulfilling its fiduciary duties and collaborative board we have today. I am honored to have been appointed to this role by my fellow directors, and my goal is to workworking on your behalf with the board and management team, to build on our legacy of creatingcreate sustainable, long-term shareholder value, enabled by strong corporate governance and independent board oversight.value. As our 20202022 Annual Meeting approaches, I wantam pleased to share some highlights fromhave this opportunity to update you on the board’s priorities and work during the past year.
LONG-TERM STRATEGY AND PORTFOLIO SHAPING REMAIN THE BOARD’S PRIMARY FOCUSES.
The Board has Been Actively Involved in Overseeingboard’s primary priority continues to be guiding the Company’s Response to the COVID-19 Pandemic.
While muchdevelopment and execution of the board’scompany’s long-term Accelerate strategy. The board provides support for the Accelerate strategy through the diverse perspectives and experiences of our directors. At each meeting, the board receives updates from company leaders on how they are advancing the Accelerate strategy to drive sustainable, profitable growth and top-tier shareholder returns over the long term. The Accelerate strategy has served the company well during this turbulent year by providing a clear framework for setting priorities, and I am confident that it will benefit you, our shareholders, going forward by providing a strategic foundation for long-term value creation.
In connection with its work reflectson the Accelerate strategy, the board has played a consistent set of near and long-term priorities, our focus atsignificant role in overseeing the end of fiscal 2020 shifted to addressingcompany’s portfolio shaping. The board receives regular updates on the impactcompany’s portfolio shaping activities. The board provides independent strategic insights on the direction of the COVID-19 pandemic. The pandemic has madeportfolio shaping processes and engages in robust discussions with the management team in connection with acquisitions and divestitures. In particular, this an especially challenging year for the employees, customers, consumers, suppliersboard was significantly involved in the company’s acquisition of Tyson Foods’ pet treat business and communities around the world who play vital roles in our success. During this time, thedivestitures of its European Yoplait operations and Helper and Suddenly Salad businesses.
ADDRESSING THE IMPACTS OF THE COVID-19 PANDEMIC AND DYNAMIC SUPPLY CHAIN AND INFLATIONARY ENVIRONMENT.
The board has been actively engaged with management asto ensure appropriate oversight of the company’s responses to the company’s response to theCOVID-19 pandemic, including ensuring employee safety, maintaining a strong supply chain pressures, and inflation. In addition to meetoverseeing these issues, the board worked extensively with management to set challenging business plans at the beginning of fiscal 2022 that reflected the dynamic operating environment we were facing, including higher input costs, supply chain disruptions, and increased demands offrom our consumers and customers, securing access to capital and adapting near and long-termcustomers. The board closely monitored the company’s performance throughout the year, with ongoing assessments against the business plans to reflectensure the dynamic environment. company was operating as efficiently as possible during a highly volatile and unpredictable year.
The resiliencyboard also understands the impacts these external forces have had on the company’s customers and agility demonstratedconsumers and receives regular updates to ensure the company continues to address these disruptions and deliver for our customers and consumers. As consumer behaviors have changed throughout the COVID-19 pandemic, including more time spent working form home and increased appreciation for cooking and baking, the board has overseen how the company is addressing these evolving changes through its leading brands, innovation, and advantaged capabilities to drive profitable growth.
RECOGNIZING THE IMPORTANCE OF ENVIRONMENTAL AND SOCIAL MATTERS.
For more than 155 years, General Mills has been creating long-term value for its shareholders and the broader communities where it operates. As a board, we are focused on ensuring that the company takes appropriate steps to address areas of risk and opportunity where the company has the greatest environmental and societal impact, and
Notice of 2022 Annual Meeting of Shareholders | 3 |
we consider these issues in the context of our strategic planning, risk management and investor communications. By encouraging the company to recognize, protect, act and invest in these areas, the board is working with management to take a long-term view of creating and sustaining value. With the full support and direction of the board, the company has set ambitious goals to address climate change and to promote regenerative agriculture. The board is also actively engaged in the company’s efforts to address social inequalities that impact our employees, consumers and communities. The board’s Public Responsibility Committee monitors progress against the company’s goals and efforts and oversees the company’s sustainability, environmental, climate and corporate social responsibility strategies, plans and objectives.
COMMITMENT TO DEVELOPING A TALENTED, DIVERSE AND ENGAGED WORKFORCE.
People are at the heart of the company’s mission, and the future success of the company will in large part be determined by the talent and skills of our workforce and the culture of the company. I can assure you that the board is actively involved in overseeing the company’s strategies to recruit, develop and safeguard the well-being of our talented and dedicated employees aroundteam. The full board regularly discusses matters of corporate culture and employee engagement to ensure that our teams embody the world in respondingattributes, behaviors and commitment necessary to advance our strategies. An essential part of our culture is our commitment to operating with integrity and acting with the challenges presentedhighest ethical standards. This starts with the clear expectation set by the COVID-19 pandemicboard and is reinforced by the audit committee and board’s regular reviews of our ethics and compliance reports. Fostering a culture of inclusion and ensuring diversity of input and perspective are a testament tovital part of these strategies. As such, the compensation committee and board regularly review the company’s strong culture focused on our mission of making food the world loves.strategies for building and developing a diverse workforce and monitor progress against these plans.
Strong Board Skills, Diversity, Refreshment and Culture are Hallmarks of the Board.MAINTAINING A HIGHLY SKILLED, DIVERSE AND EFFECTIVE BOARD.
Building and sustaining a highly skilled, diverse and independent board and effectively leveraging those talents, skills and experiences is essential to the long-term success of our company. Our board succession work in recent years continues a long-standing practice of maintaining a board that is diverse across multiple dimensions and reflects our enduring belief that the board is made stronger by its diversity. New directors are thoughtfully and purposefully selected by the board for their deep and relevant skill sets and their ability to guide our strategy, provide valuable experience and insights and effectively represent the interests of our shareholders. This year we were pleased to add Jo Ann JenkinsC. Kim Goodwin to the board. Ms. JenkinsGoodwin brings strong marketing, innovation, public policy and governance experience to the board.board valuable expertise and investor perspectives in the areas of finance and capital markets, shareholder value creation, strategic planning, global leadership and marketing and consumer insights. With the addition of Ms. Goodwin, the board is now comprised of 50% women and 33% ethnically diverse directors. We have a capable, diverse, engaged and thoughtful group of directors who are focused on long-term value creation for shareholders, andshareholders. I encourage you to vote for each of the board’s nominees on this year’s ballot.
As the Independent Lead Director, I plan to continue building a board culture that encourages substantive, constructive and valuableopen dialogue between the board and management on topics that are paramount to the company. To that end, I am focused on ensuring the board’s agendas and discussions are appropriately tailored, that the board has sufficient time and opportunity to deliberate and discuss critical matters, with and without management present, and that we maintainmaintains a system of robust board practices that allowallows us to function effectively and exercise our independent judgementjudgment to deliver value to the company and its shareholders.
Oversight of the Company’s Long-Term Strategy Remains the Board’s Primary Focus.
While the company’s response to the COVID-19 pandemic has required our immediate attention, the board’s number one priority continues to be guiding the development and execution of the company’s long-term strategy. Recognizing the rapid pace of change in the markets where the company competes around the world, the board remains focused on
working That begins with management to develop strategies to accelerate growth. To that end, and to ensure effective oversight of execution and progress, the board engages with management at each board meeting throughout the year to critically assess the emerging challenges in the marketplace and align on key strategies, priorities and plans to drive future success. The board also recognizes its responsibility for overseeing the assessment and management of risks that may threaten successful execution of our long-term strategies or otherwise impact the company’s prospects. Accordingly, working with management, we have enhanced the processes by which the board oversees the identification and management of risk. This is especially important as businesses are increasingly exposed to dramatic and rapidly developing disruptive change and risk.
Environmental and Social Matters are Important to the Continued Success of our Business.
For more than 150 years, General Mills has been making food the world loves while creating long-term value for society and its shareholders. The board plays an important role in recognizing the many potential dimensions of sustainable value creation and taking account of the varied interests and stakeholders that contribute to the long-term success of the company. With the full support and encouragement of the board, the company has set ambitious goals to address climate change and to promote sustainable sourcing, water stewardship and regenerative agriculture practices. The board is also actively engaged in overseeing the company’s efforts to address social inequalities that impact our employees, consumers and communities. In addition, the board’s Public Responsibility Committee monitors progress against the company’s goals and efforts, and oversees the company’s sustainability and corporate social responsibility strategies, plans and objectives. By encouraging the company to recognize, protect, act and invest in these interests, the board is working with management to take a long-term view of creating and preserving sustaining value.
The Board is Committed to Overseeing Company Culture and Executive Compensation Practices.
People are at the heart of our mission, and the future success of the company will in large part be determined by the talent, skills and culture of our workforce. I can assure youensuring that the board is actively involved in overseeingfocuses its time and attention on matters with the company’s effortsgreatest impact and interest to foster a diverseour shareholders and inclusive workforce. Thethat our board regularly reviews our human capital management strategies to attract, developdiscussions take full advantage of the individual and safeguard the well-beingcollective talents of our talented and dedicated team. The board is also actively engaged with management to create a corporate culture that embodies the attributes and behaviors necessary to advance our strategies.
We are also mindful of our responsibility for assessing the performance of the company’s management team and ensuring that our compensation plans are designed to support the achievement of our strategic priorities and that pay is aligned with performance. The board and compensation committee work to ensure that our executive compensation plans are aligned with best practices and reflect the views of our investors. This year in response to market trends and investor feedback, we increased the proportion of performance share units included in the annual long-term incentive grants to further prioritize performance-based compensation.
Regular Investor Engagement Ensures Your Input Is Heard.
The board places a high value on the interactions the company has with its shareholders and the feedback received from such conversations. In fiscal 2020, the company met with more than 125 investors who collectively hold 50% of our outstanding shares to discuss topics including business strategy and priorities, board composition and refreshment, executive compensation and sustainability practices. The feedback received during these meetings is an important contribution to boardroom conversations and decision-making. We look forward to your continued input.directors.
On behalf of the board, I thank you for your investment and continued support of General Mills, and I look forward to working with my fellow directors and the management team in the coming year to advancecontinue advancing our strategies to increase shareholder value.Accelerate strategy.
August 10, 20208, 2022
Sincerely,
STEVE ODLAND
Steve Odland
Independent Lead Director
4 | General Mills Inc. |
Notice of 2022 Annual Meeting of Shareholders
Date and Time | Location | Who Can Vote | |
Tuesday, September 27, 2022, at 8:30 a.m., Central Daylight Time | The record date for the Annual Meeting is July 29, 2022. If you held General Mills stock at the close of |
Voting Items | |
PROPOSAL | BOARD VOTING RECOMMENDATION | |||
1 | ELECT AS DIRECTORS THE 12 NOMINEES NAMED IN THE ATTACHED PROXY STATEMENT | FOReach director nominee | ||
2 | APPROVE THE 2022 STOCK COMPENSATION PLAN | FOR | ||
3 | CAST AN ADVISORY VOTE ON EXECUTIVE COMPENSATION | FOR | ||
4 | RATIFY THE APPOINTMENT OF KPMG LLP AS GENERAL MILLS’ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING MAY 28, 2023 | FOR | ||
5 | ACT ON TWO SHAREHOLDER PROPOSALS, IF PROPERLY PRESENTED AT THE MEETING | AGAINST |
General Mills, Inc., One General Mills Boulevard, Minneapolis, MN 55426
NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS
Dear Fellow Shareholder:
Due to the public health concerns resulting from the novel coronavirus (COVID-19) pandemic, we are holding the Annual Meeting of General Mills, Inc. 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. The Annual Meeting will be held online at www.virtualshareholdermeeting.com/GIS2020 on Tuesday, September 22, 2020, at 8:30 a.m., Central Daylight Time. Shareholders will be asked to:also transact any other business that properly comes before the meeting.
|
|
|
|
For more information about the virtual-only meeting format, please see the “Questions and Answers About the 2020 Annual Meeting and Voting” section beginning on page 65.Voting Methods
The record date for the Annual Meeting is July 24, 2020. If you held General Mills stock at the close of business on that date, you are entitled to vote at the Annual Meeting. Your vote is important. We encourage you to vote by proxy, even if you plan to attend the virtual meeting.
August 10, 2020
| |||||
| |||||
| |||||
TABLET OR SMARTPHONE |
| ||||
| Mail in your signed proxy card or voting instruction form (if you received one). | ONLINE ATANNUAL MEETING www.virtualshareholdermeeting.com/GIS2022 |
Secretary August 8, 2022 |
Sincerely,
Richard C. Allendorf
Secretary
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 27, 2022 are available on the General Mills website at www.generalmills.com in the Investors section. |
Agenda and Voting Recommendations
|
Director Since | Committee Memberships | |||||||||||||||||
Name | Age | Primary Occupation | Independent | AC | CC | CGC | FC | PRC | ||||||||||
R. Kerry Clark
|
68
|
2009
|
Retired Chairman and Chief
| ü |
|
| ||||||||||||
David M. Cordani
|
54
|
2014
|
President and Chief Executive
| ü |
|
| ||||||||||||
Roger W. Ferguson Jr.
|
68
|
2015
|
President and Chief Executive
| ü |
|
| ||||||||||||
Jeffrey L. Harmening
|
53
|
2017
|
Chairman and Chief Executive
| |||||||||||||||
Maria G. Henry
|
54
|
2016
|
Senior Vice President and Chief
| ü |
|
| ||||||||||||
Jo Ann Jenkins
|
62
|
2020
|
Chief Executive Officer of
| ü |
|
| ||||||||||||
Elizabeth C. Lempres
|
59
|
2019
|
Retired Senior Partner of McKinsey
| ü |
|
| ||||||||||||
Diane L. Neal
|
63
|
2018
|
Retired Chief Executive Officer of
| ü |
|
| ||||||||||||
Steve Odland «
|
61
|
2004
|
President and Chief Executive
| ü |
|
| ||||||||||||
Maria A. Sastre
|
65
|
2018
|
Retired President and Chief
| ü |
|
| ||||||||||||
Eric D. Sprunk
|
56
|
2015
|
Retired Chief Operating Officer of
| ü |
|
| ||||||||||||
Jorge A. Uribe
|
63
|
2016
|
Retired Global Productivity and
| ü |
|
|
« Independent Lead Director AC: Audit Committee CC: Compensation Committee
CGC: Corporate Governance Committee FC: Finance Committee PRC: Public Responsibility Committee
Committee Chairperson Committee Member Financial Expert
|
|
|
|
|
This summary highlights information contained in the Proxy Statement. This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement before voting. For more information regarding the company’s fiscal 2020 performance, please review the company’s Annual Report on Form 10-K for the year ended May 31, 2020. We first mailed or made available the proxy materials to shareholders on or about August 10, 2020.
Fiscal 2020 Performance Highlights
At General Mills, we are living our purpose of making food the world loves. General Mills entered fiscal 2023 ready to compete and win in a highly dynamic consumer environment. We expect that changes in consumer behavior driven by the pandemic and inflationary pressures will continue to drive elevated consumer demand for food at home, relative to pre-pandemic levels. The General Mills team plans to capitalize on these opportunities, addressing evolving consumer needs through its leading brands, innovation and advantaged capabilities to generate | |
Driving Long-Term Shareholder Value Protecting Shareholder Value and Financial Stability Delivered strong performance in fiscal 2022 by executing well in a volatile operating environment, including navigating a dynamic supply chain environment and overcoming disruptions to ensure product availability. 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%. Our board reinforced its confidence in our fiscal 2022 performance and fiscal 2023 outlook by approving a 6% increase in our dividend, underlining our commitment to driving strong returns for our shareholders over the long-term. Committed to Being a Force for Good Climate Change and Regenerative Agriculture We As an industry leader in regenerative agriculture, we are committed to Supporting our Communities and We We are proud of our | |
1 | 3-Year TSR data as of June 30, 2022; Source: Capital IQ. |
6 | General Mills Inc. |
ABOUT GENERAL MILLS
Delivering on our Key Priorities
In 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 our 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:
cost inflation. | ||
We executed our portfolio and organizational reshaping actions without disrupting our base business. |
Exceeding our Financial Targets | |
$19.0 billion and organic net sales increased | |
$3.5 billion and adjusted operating profit of | |
$3.3 billion in fiscal | |
$4.42 and | |
* | 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 |
Notice of 2022 Annual Meeting of Shareholders | 7 |
About General Mills
People and Inclusion Highlights |
| of our officers and directors are women |
Global | of our officers and directors are racially or ethnically diverse |
We believe that fostering a culture of inclusion and belonging strengthens our business performance and execution, improves our ability to recruit and develop talent and provides for a rewarding workplace experience that allows all of our employees to thrive and succeed. We actively cultivate a culture that acknowledges, respects and values all dimensions of diversity – including gender, race, sexual orientation, ability, backgrounds and beliefs.(1) Ensuring diversity of input and perspectives is core to our business strategy, and we are committed to recruiting, retaining, developing and advancing a workforce that reflects the diversity of the consumers we serve.
Our Inclusion Goal | Our Inclusion Strategy |
Is to | Is to use our inclusion framework to advance engagement around the |
94% of salaried employees are proud to work for General Mills(2) | |
Employee Engagement | 90% of salaried employees say General Mills is a great place to work(2) |
The efficient production of high-quality products and successful execution of our strategy requires a talented, skilled, dedicated and engaged team of employees. We work to equip our employees with critical skills and expand their contributions over time by providing a range of training and career development opportunities, including hands-on experiences through challenging work assignments and job rotations, coaching and mentoring opportunities and training programs. To foster employee engagement and commitment, we follow a robust process to listen to employees, take action and measure our progress with ongoing employee conversations, transparent communications and employee engagement surveys.
Workplace
Safety
We are committed to maintaining a safe and secure workplace for our employees. We set specific safety standards to identify and manage critical risks. We use global safety management systems and employee training to ensure consistent implementation of safety protocols and accurate measurement and tracking of incidents. To provide a safe and secure working environment for our employees, we prohibit workplace discrimination, and we do not tolerate abusive conduct or harassment. Our attention to the health and safety of our workforce extends to the workers and communities in our supply chain.
We have a history of strong safety performance. We recently took bold steps forward by implementing new injury and illness reporting criteria and metrics to improve our safety culture and focus more intently on eliminating incidents and situations with the greatest potential to significantly harm our people. The new safety metric criteria are based on current best practices and globally recognized principles for recording occupational injuries and illnesses.
(1) | Additional data on the diversity breakdown of our
|
| Data as of the last day of fiscal |
8 | General Mills Inc. |
About General Mills
Sustainability
PROXY STATEMENT SUMMARY
SustainabilityFor more than 155 years, General Mills has been making food the world loves while creating long-term value for society and Regeneration
our shareholders. Feeding a growing global population and the long-term success of our business dependsdepend on a healthy planet.
As we look to the challenges ahead, we begin with the firm belief that a global food company can be a force for good. We are investing in the potential of agriculture to ensure a thriving future for both people and planet. To that end, we are working to drive meaningful change through regenerative agriculture, a holistic approach to farming that improves environmental, social and economic resilience.
As a global food company, our business is rooted in agriculture. Over time, the quality and availability of the earth’s natural resources have taken bold actionsdeclined, while the need to advance sustainability, and we embrace our responsibility to help achieveprovide for a stable climate, clean water, healthy soil, stronggrowing population has increased. Simply sustaining the current state of ecosystems and communities is not enough. We must instead invest in the potential of agriculture to ensure a thriving farming communities. An overview of the company’s initiatives can be found in our annual Global Responsibility Report (availablefuture for both people and planet. To that end, we are on our website at www.generalmills.com under the Responsibility section).
This year we continued oura journey to move beyond simply sustainingmake a meaningful difference through our planet, and toward regenerating it. Our announced goalcommitment of advancing regenerative
agriculture practices on one million acres of farmland by 2030 is our first major step in this process.2030. Through regenerative agriculture, farmers will regenerate the soil they work on, reduce the amount of inputs and water used and lower greenhouse gasGHG emissions through carbon sequestration.
In fiscal 2020,2022, we also demonstratedcontinued our commitment to transparency through signing on and working toward enhancedby enhancing our climate disclosures based on the Task Force on Climate-related Financial Disclosure (TCFD) principles and the standards developed by the Sustainability Accounting Standards Board (SASB) for our industry.
We continue to focus on our climate-related transition and physical risks to enhance our efforts to mitigate our climate risks and exposures throughout our supply chain.
Board Composition and Leadership
Board Composition
Our board takes an active and thoughtful approach to board refreshment andWhile the company is focused on buildingregeneration efforts across our full value chain, our current key priorities are focused on climate change and maintainingregenerative agriculture. As highlighted below, the company has set ambitious goals in these areas, and remains on track to achieve them.
Climate Change | Regenerative Agriculture | |||
An overview of the company’s initiatives may be found in our annual Global Responsibility Report (available on our website at www.generalmills.com under the How we make it section). | GOAL Our goals are to reduce absolute GHG emissions across our full value chain (Scopes, 1, 2 and 3) by 30% by 2030 (compared to 2020). By 2050, we expect to achieve net zero GHG emissions across our full value chain. | GOAL We are committed to being a leader in regenerative agriculture, which we define as a holistic, principles-based approach to farming and ranching that seeks to build and strengthen ecosystem and community resilience. We have set a goal to advance regenerative agriculture practices on 1 million acres of farmland by 2030. To date, we are helping to advance regenerative agriculture on more than 70 farms and have more than 200,000 acres enrolled in our program. |
Notice of 2022 Annual Meeting of Shareholders | 9 |
About General Mills
Sustainability and Global Impact Highlights |
At General Mills, we work to create holistic value throughout our supply chain, from agriculture and operations to our consumers and communities. Our sustainability and corporate social responsibility achievements, some of which are highlighted below, help us strengthen our business, brands and the communities we serve.
FOOD | PLANET | PEOPLE | COMMUNITY |
96% | 200,000 | 90% | $98 million |
of our company-owned production facilities are Global Food Safety Initiative (GFSI) certified.(1) | acres enrolled in programs advancing regenerative agriculture. | of our salaried employees say that General Mills is a great place to work.(1) | given to charitable causes, including General Mills Foundation grants, corporate contributions and food donations.(1) |
41% | 63% | 42% | 41 million |
of General Mills global volume met the company’s criteria as Nutrition-Forward Foods.(1) | renewable electricity sourced for our global operations.(1) | of our officer and director level employees are women and 19% are racially or ethnically diverse. | Our product donations to food banks enabled 41 million meals around the world.(1) |
#1 | 89% | 50% | 6 continents |
General Mills is the largest provider of natural and organic packaged food in the U.S.(2) | of General Mills packaging is recyclable or reusable (by weight).(1) | Reduction in serious injuries at our production facilities and Innovation and Technology and Quality centers since fiscal 2020.(1) | Our strategic philanthropy and our community giving in General Mills hometown communities spanned 6 continents.(1) |
Human Rights | ||
As one of the world’s leading food companies, we believe we have a responsibility to respect human rights throughout our business and value chain. As a force for good, we are accelerating our actions to respect human rights and positively impact the people we depend on – and who depend on us. Our goal is to assess and address our human rights impacts in alignment with the United Nations Guiding Principles on Business and Human Rights (UNGPs). We follow a strategic framework to assess, address and prevent potential human rights impacts across our value chain. We also regularly assess our human rights risks and strategy to ensure alignment with the UNGPs. (1) Data as of the last day of fiscal 2021. (2) Includes food for both humans and pets. Source: SPINS 52 WE 12/26/2021, Total – US Mulo, Natural Enhanced Channel and Pet Channel. | ||
10 | General Mills Inc. |
About General Mills
Sustainability and Global Impact Highlights |
Awards and Recognition | |||||
General Mills is recognized as a global leader in sustainability. We received numerous awards in fiscal 2022 recognizing our efforts. Listed below are a few of these recognitions, illustrating our commitment to being a force for good. | |||||
CDP Disclosure A List 2021 – Climate Change | CDP Disclosure A List 2021 – Water Security | 100 Best Corporate Citizens 2021 – 3BL Media | Member FTSE4Good | ||
Member of Dow Jones Sustainability North America and World Indices | The JUST 100 – Just Capital and CNBC | America’s Most Responsible Companies 2021 – Newsweek | America’s Best Employers for Women – Forbes | ||
Best Companies for Dads – Seramount | Diversity Best Practices Leading Inclusion Index – Seramount | Member of the Science Based Targets Network (SBTN) | Signatory to the United Nations Global Compact (UNGC) | ||
Certain sections of this Proxy Statement reference or refer you to materials on our website, www.generalmills.com. These materials and our website are not incorporated by reference in, and are not part of, this Proxy Statement. |
Notice of 2022 Annual Meeting of Shareholders | 11 |
PROPOSAL NUMBER 1:
Election of Directors
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE. |
The board of directors recommends the election of each of the highly experienced director nominees presented in this proxy statement to our independent and diverse board with skills and experiences that support our long-term strategies and board responsibilities. Since 2016, we haveboard.
INDEPENDENCE | ||
GENDER (Average Tenure: 6 years) | ||
ETHNIC DIVERSITY | ||
AGE | ||
TENURE |
C. Kim Goodwin was appointed six new independent directors, including most recently Jo Ann Jenkins. Through her current service as CEO of AARP, Inc., a nonprofit with more than 38 million members, and her prior public service, Ms. Jenkins brings strong marketing, innovation, public policy and governance experience to the board.
Each of our directors has experience leading large, complex organizations. These experiences are particularly important in evaluating key strategic decisions, setting priorities and critically evaluating performance to drive sustainable, long-term
shareholder value. Importantly, many of our directors have backgrounds in consumer packaged goods, retail and other consumer-facing businesses that enableby the board to guide managementserve as a director effective June 27, 2022. Ms. Goodwin’s extensive background as a leader at global investment institutions, and years of service as a public company director, will offer the board valuable expertise and investor perspectives in a rapidly changing business, marketingthe areas of finance and product innovation environment. The board also possesses significant financial and accounting expertise that ensures the critical evaluation of strategic actions, strong oversight of performance andcapital markets, shareholder value creation, strategic planning, global leadership and careful attention to financial disclosures. Additionally, many directors have held international executive positions leading global businesses or segments. These directors provide helpful insights tomarketing and consumer insights. With Ms. Goodwin’s appointment the General Mills board discussions as we continue to growis now comprised of 50% women and expand our global presence. See pages 7–8 for additional detail on director skills and board refreshment.
33% ethnically diverse directors.
As set forth below, our director nominees exhibit a balanced mix of tenure, age, independence, diversity and skills:
Our Directors’ Skills and Experiences Support Our Long-term Strategy
Additional information about each director and his or her qualifications may be found beginning on page 19.
12 | General Mills Inc. |
Proxy Voting Roadmap
PROPOSAL NUMBER 2:
Approval of the 2022 Stock Compensation Plan
|
|
| ||
|
|
| ||
|
|
|
PROPOSAL NUMBER 3:
Advisory Vote on Executive Compensation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RESOLUTION. |
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 non-employee directors to serve on the company’s board; and | ||||
● | their compensation directly to increases in shareholder value. |
PROXY STATEMENT SUMMARYAdditional information about the 2022 Stock Compensation Plan may be found beginning on page 44.
Strong and Independent Board Leadership
Our leadership structure was purposefully designed and chosen by the independent directors to ensure effective board oversight of management and the affairs of the company while providing clear leadership for the broader organization. Jeffrey L. Harmening serves as the company’s Chairman and CEO, providing the company with clear and consistent leadership, a strong strategic vision and management accountability. In fiscal 2020, pursuant to the board’s rotation policy, the independent directors elected Steve Odland to succeed R. Kerry Clark as Independent Lead Director. Our Independent Lead Director’s responsibilities
include reviewing and approving the agenda and content in advance of each board meeting, leading the executive sessions of independent directors that take place at every board meeting and communicating directly with the Chairman and CEO concerning board matters. Strong oversight of management is further supported by the independence of the board. Eleven of our twelve directors are independent, and the standing committees of the board are each composed entirely of independent directors, including each of the committee chairs. A more detailed discussion of our board leadership can be found on pages 20–21.
Executive Compensation Highlights
Our executiveThe compensation program is designed to incentfor our Named Executive Officers (“NEOs”) to pursue strategiesexecutive team recognizes and execute priorities that promote growthrewards the achievement of annual and deliver strong returns to shareholders. The core elements of our NEOs’ Total Direct Compensation (“TDC”) consist of base salary, annual incentive and long-term incentive. Target TDC for each NEO is
benchmarked within a reasonable range of the median of our industry peer group.sustained competitive performance. 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 Returntotal shareholder return (“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 ofbeginning in fiscal 2022, a relative TSR modifier was added to PSU awards for all officers to further align our long-term incentive grants for NEOs by increasing
the proportion ofincentives with our performance share units (“PSUs”) to 50 percent, and reducing the proportion of stock options and restricted stock units (“RSUs”) to 25 percent each.
investor returns.
Percentage Of CEO Target Compensation | ||||||
Total Direct Compensation Element | Pay Element | Performance Measure | ||||
Cash | ● | |||||
ANNUAL INCENTIVE | Cash-based award |
| ||||
Company Performance (80%) ● ●
Individual Performance (20%) | ||||||
LONG-TERM INCENTIVE | ||||||
Performance Share Units (“PSUs”) |
| |||||
Three-year measurement period |
| |||||
|
● ● +/- 25% Relative TSR Modifier (new for fiscal 2022 awards) | |||||
Stock Options
| Four-year cliff vesting | |||||
| Four-year cliff vesting |
Additional information about executive compensation may be found beginning on page 52.
* | 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 |
Notice of 2022 Annual Meeting of Shareholders | 13 |
Proxy Voting Roadmap
PROPOSAL NUMBER 4:
Ratify Appointment of the Independent Registered Public Accounting Firm
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL. |
Our audit committee is responsible for the selection and engagement of our independent auditor. The audit committee annually reviews qualifications, performance, independence and fees of KPMG, our current registered public accounting firm. The focus of the process is to select and retain the most qualified firm to perform the annual audit. 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.
Additional information about the independent registered public accounting firm may be found beginning on page 77.
PROPOSAL NUMBER 5 AND 6:
Shareholder Proposals
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THESE PROPOSALS. |
We received two shareholder proposals to be voted on at this year’s annual meeting. Shareholders are asked to vote against both of the shareholder proposals.
Information on the shareholder proposals and our statements in opposition of the proposals may be found beginning on page 80.
14 | General Mills Inc. |
PROXY STATEMENT SUMMARY
A significant portion of NEO pay is at risk and variable based on the annual and long-term performance of the company. Achievement of “target” compensation from incentive awards requires sustained competitive
performance on rigorous annual and three-year corporate performance measures based on the annual corporate operating plan that is approved by the board at the beginning of each fiscal year.
Frequently Requested Information | ||
Board Leadership Structure | 34 | |
31 | ||
CEO Pay Ratio |
Alignment of Pay and Performance
Overall, our company performance in fiscal 2020 significantly exceeded our expectations and the annual incentive targets that were set at the beginning of the fiscal year. While the COVID-19 pandemic contributed to higher consumer demand across our major markets, the strength of our brands and superior execution of our teams during a challenging and uncertain time were instrumental to our excellent in-market performance and strong financial results.
63 | |
Director Independence Determination |
|
|
Our annual incentive awards and three-year performance achievement percentages for our PSUs have historically been, and in fiscal 2020 continued to be, closely correlated to our company performance and total shareholder returns.
A more detailed discussion of our executive compensation program and compensation decisions based on fiscal 2020 performance can be found on pages 36–48.
Corporate Governance, Compensation Practices and Shareholders Engagement
At General Mills, we are committed to following corporate governance and compensation practices that promote the long-term interest of our shareholders, facilitate strong oversight of our corporate strategy and performance and reinforce board and management accountability to our shareholders.
We have a longstanding practice of engaging in ongoing, open dialogue with our shareholders, including the participation of our management team and members of the board. The board considers investor feedback as it reviews our governance, compensation and sustainability practices, and in the past several years has made enhancements that reflect shareholder input and incorporate current best
practices. In fiscal 2020, our management team sought input from holders representing approximately 50% of our outstanding shares and 68% of our institutional ownership, and members of our management and the board met with holders representing approximately 45% of our outstanding shares and 61% of our institutional ownership to discuss various matters, including company strategy and priorities, compensation, governance practices, sustainability and board refreshment and diversity.
We are proud of our long-standing history of shareholder engagement and commitment to maintaining strong corporate governance and compensation practices.
Notice of 2022 Annual Meeting of Shareholders | 15 |
PROPOSAL NUMBER 1:
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES. | Upon the recommendation of the corporate governance committee, the board has nominated all of the current directors to stand for reelection. All of the nominees are independent under New York Stock Exchange (“NYSE”) corporate governance rules, except Chairman and Chief Executive Officer, Jeffrey L. Harmening. See Board Independence and Related Person Transactions on page 40. Our directors are elected annually by a majority of votes cast to enhance their accountability to shareholders. If an incumbent director is not reelected, 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. 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. Each of the director nominees currently serves on the board and was elected by the shareholders at the 2021 Annual Meeting, except for C. Kim Goodwin who, with the help of a search firm, was identified by the corporate governance committee as a new director candidate and elected as a director by the board in June 2022. If elected, each director will hold office until the 2023 Annual Meeting and until his or her successor is elected and qualified. We have no reason to believe that any of the nominees will be unable or unwilling to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, proxies may be voted for another person nominated as a substitute by the board, or the board may reduce the number of directors. Included in each director nominee’s biography is a description of select key qualifications and experiences of such nominee based on the skills and qualifications described on page 19. The board and the corporate governance committee believe that the combination of the various qualifications and experiences of the director nominees will contribute to an effective and well-functioning board and that the director nominees possess the necessary qualifications and capacity to provide effective oversight of the business and counsel to the company’s management to advance our long-term strategy and oversee the interests of our shareholders. | |||
16 | General Mills Inc. |
Proposal Number 1: Election of Directors
At-A-Glance |
Notice of | 17 |
PROXY STATEMENT SUMMARYProposal Number 1: Election of Directors
|
|
A more detailed discussion of our corporate governance practices can be found on pages 16–30. Our compensation practices are discussed in detail on pages 36–48.
The board of directors of General Mills, Inc. (referred to as “General Mills,” “we,” “our,” “us” or the “company”) is soliciting proxies for use at the Annual Meeting of Shareholders to be held on September 22, 2020. This
Proxy Statement summarizes the information you need to know to vote at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares.
Certain sections of this Proxy Statement reference or refer you to materials posted on our website, www.generalmills.com. These materials and our website are not incorporated by reference in, and are not part of, this Proxy Statement.
ELECTION OF DIRECTORS
Director Nomination Process
Our board follows an annual director nomination process that promotes thoughtful and in-depth review of overall board composition and director nominees throughout the year. At the beginning of the process, the corporate governance committee reviews current board composition and considers search priorities for any new director candidates. The board’s skills and experienceexperiences of our directors are reviewed annually to confirm that our board possesses the traits, attributes and qualifications of our directors are well-aligned to successfully guide and oversee the company’s long-term strategy and priorities and continue to promote effective board performance. The corporate governance committee reviews incumbent director candidates, evaluates any changes in circumstances that may impact their candidacy and considers information from the board evaluation
process. process to ensure the board continues to operate effectively. Upon a recommendation from the corporate governance committee, the board of directors approves the nomination of director candidates for election at the Annual Meeting.
The corporate governance committee identifies potential new director candidates using a search firm that is paid a fee for its services, together with referrals and suggestions from board members and shareholders. The committee interviews potential director candidates to confirm their qualifications, interest and availability for board service. This year the corporate governance committee identified one new director candidate. Jo Ann JenkinsC. Kim Goodwin was appointed by the board to serve as a director effective JanuaryJune 27, 2020.2022.
ANNUAL DIRECTOR NOMINATION PROCESS
PROPOSAL NUMBER 1 ELECTION OF DIRECTORS
Board Refreshment and Director Succession Planning
We plan thoughtfully for director succession and board refreshment. By developing and following a long-term succession plan, the board has an ongoing opportunity to:
● | Evaluate the depth and diversity of experience of our board; |
● | Expand and replace key skills and experience that support our strategies; |
● | Continue our record of gender and ethnic diversity; and |
● | Maintain a balanced mix of tenures. |
Each newly appointed director follows a well-developed and diversity of experience of our board;
Expand and replace key skills and experience that support our strategies;
Build on our record of gender and ethnic diversity; and
Maintain a balanced mix of tenures.
Over the course of the last five years, we have added six new independent directors who reflect these
priorities. Our directorcomprehensive onboarding program, which, among other things, includes meetings with board members and senior company leaders and customer and facility tours, ensures directors become well-acclimated to the board in a timely manner.
The corporate governance committee also plans for the orderly succession of the Independent Lead Director and the chairs for the board’s five committees, providing for their identification, development and transition of responsibilities. In fiscal 2020, the board appointed Steve Odland as its new Independent Lead Director, Roger W. Ferguson Jr. as the new chair of the board’s corporate governance committee and R. Kerry Clark as the new chair of the board’s finance committee.
Board Composition and Diversity
Bringing together informed directors with different perspectives, in a well-managed, transparent and constructive environment, fosters thoughtful and innovative decision making. We have a policy of encouraging a range of tenures on the board, to ensure both continuity and fresh perspectives among our director nominees. WeIt is also have aour policy encouragingto include racial, ethnic and gender diversity on the board.
Our current director nominees possess a broad range of backgrounds and experiences and a balanced mix of diversity that enriches board discussions and deliberations:
● | Four of our eleven independent director nominees are ethnically diverse; |
● | The majority of our independent director nominees are female; and |
● | The board exhibits a balanced mix of tenure, with an average director tenure of six years. |
Diversity has been a core value of our board and the company for many years. We have had at least one female director and one ethnically diverse director on our board for each fiscal year since 1975.
Our director nominees possess a broad range We are committed to maintaining the current diversity of backgroundsthe board and will look for opportunities to increase the diversity of the board
18 | General Mills Inc. |
Proposal Number 1: Election of Directors
where appropriate to enhance the overall skills, experiences and profile of the board. Consideration of the overall gender and ethnic diversity of the board is a balanced mixsignificant factor in board succession planning and director recruitment. The search criteria and candidate pools for each new director appointment reflect the board’s commitment to diversity. In keeping with these priorities and commitments, since 2018, we have added five new independent directors, all of diversity that enriches board discussionswhom are female and deliberations:
Fourthree of our eleven independent director nomineeswhom are ethnically diverse;
Five of our eleven independent director nominees are female; and
The board exhibits a balanced mix of director tenure.
PROPOSAL NUMBER 1 ELECTION OF DIRECTORS
Board Skills, Qualifications and Experience
The director nominees possess the qualifications, skills and experiences necessary to successfully guide and oversee the company’s long-term strategy and priorities. EachAll of our directors hashave senior executive leadership experience leading large, complex organizations. These experiences are particularly important in evaluating key strategic decisions, setting priorities and critically evaluating performance to drive sustainable, long-term shareholder value. Importantly, many of our directors have backgrounds in consumer packaged goods, retail and other consumer-facing businesses that enable the board to guide management in a rapidly changing business, marketing and product innovation environment. The board also possesses significant financial and accounting expertise that ensures the critical evaluation of strategic actions, strong oversight of performance and shareholder value creation and careful attention to financial disclosures. Additionally, many directors have held international executive positions leading global businesses or segments. These directors provide helpful insights to board discussions as we continue to grow and expand our global operations. Board experience, governance and public policy skills are also key strengths of several of our directors and are important for the effective operation of the board and oversight of the company. While we consider deep and diverse experience to be a strength of the board, we consider the following skills and experiences to be particularly valuable in supporting the company’s strategies and fulfilling the board’s responsibilities:
| SENIOR EXECUTIVE LEADERSHIP We believe that directors who have served as CEOs or senior executives are in a position to challenge management and contribute practical insight into business strategy, operations and | |||
A significant portion of the company’s growth depends on its success in markets outside the U.S. Directors with a global perspective help us make key strategic decisions in international markets. | INNOVATION Innovation is a core focus for the company and is critical in helping us continue to develop and deploy successful products to meet the demands and preferences of our consumers. | |||
INDUSTRY FOCUS As a company that relies on the strengths of our branded products, we seek directors who are familiar with the consumer packaged goods and retail industries. These directors help guide the company in assessing trends and external forces in these industries. | ||||
A deep understanding of the board’s duties and responsibilities enhances board effectiveness and ensures independent oversight that is aligned with shareholder interests. | HEALTH AND WELLNESS A thorough understanding of the health and wellness trends among our consumers provides management and the board with insights into potential product enhancements and offerings. | |||
ACCOUNTING AND FINANCIAL EXPERTISE A strong understanding of accounting and finance is important for ensuring the integrity of our financial reporting and critically evaluating our performance. Our directors have significant accounting experience, corporate finance expertise and financial reporting backgrounds. | ||||
|
| |||
| ||||
| Organic sales growth is one of our key financial metrics and directors with marketing expertise provide important perspectives on developing new markets and growing current markets. Sales and marketing expertise in E-commerce and mobile platforms is also vital to our growth and success in these channels. | |||
| ||||
| ||||
| GOVERNMENT/PUBLIC POLICY EXPERTISE Directors with governmental and policymaking experience play an increasingly important role on our board as our business becomes more heavily regulated and as our engagement with stakeholders continues to expand. |
Each non-employee director is required to demonstrate: independence; integrity; experience and sound judgment in areas relevant to our businesses; a proven record of accomplishment; willingness to speak one’s mind; ability to commit sufficient time to the board; appreciation for the long-term interests of shareholders; the ability to challenge and stimulate management; and the ability to work well with fellow directors.
Notice of | 19 |
PROPOSAL NUMBER 1 ELECTION OF DIRECTORS
2020 Director Nominees
Our directors are elected annually by a majority of votes cast to enhance their accountability to shareholders. If an incumbent director is not re-elected, 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. 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.
Each of the director nominees currently serves on the board and was elected by the shareholders at the 2019 Annual Meeting, except for Jo Ann Jenkins who was
identified by the corporate governance committee as a new director candidate and elected as a director by the board in January 2020.
If elected, each director will hold office until the 2021 Annual Meeting and until his or her successor is elected and qualified. We have no reason to believe that any of the nominees will be unable or unwilling to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, proxies may be voted for another person nominated as a substitute by the board, or the board may reduce the number of directors.
Included in each director nominee’s biography below is a description of select key qualifications and experiences of such nominee based on the skills and qualifications described above. The board and the corporate governance committee believe that the combination of the various qualifications and experiences of the director nominees will contribute to an effective and well-functioning board and that, individually and as a whole, the director nominees possess the necessary qualifications and capacity to provide effective oversight of the business and counsel to the company’s management to advance our long-term strategy and oversee the interests of our shareholders.
Contents
The boardProposal Number 1: Election of directors unanimously recommends a vote FOR the election of each of the director nominees.Directors
PROPOSAL NUMBER 1 ELECTION OF DIRECTORS
|
| |||
|
| |||
|
R. Kerry Clark served as Chairman and Chief Executive Officer of Cardinal Health, Inc., a provider of health care products and services, until his retirement in 2009. Mr. Clark joined Cardinal Health in 2006 as President and Chief Executive Officer and became Chairman in 2007. Prior to that, Mr. Clark had been with The Procter & Gamble Company, a consumer products company, since 1974. There, he held various positions including President of P&G Asia; President, Global Market Development and Business Operations; and from 2004 to 2006, Vice Chairman of the Board.
Contributions to the Board:
As the former Chairman and Chief Executive Officer at Cardinal Health and Vice Chairman of Procter & Gamble Company’s board, Mr. Clark brings business leadership and strategic planning skills, governance expertise and operating background to the board.
With a strong background in consumer packaged goods and health care products, he brings to the board extensive experience in launching new products, brand-building, marketing and partnering with customers across sales channels.
Mr. Clark also lends a global business perspective, developed through his leadership of global business operations at Procter & Gamble.
|
| |||
|
| |||
|
| |||
|
David M. Cordani is President and Chief Executive Officer of Cigna Corporation, a global health insurance and health services company. Mr. Cordani joined Cigna in 1991 and has held a variety of finance and operating positions, including Chief Financial Officer for Cigna HealthCare and President and Chief Operating Officer for Cigna Corporation. He was named Chief Executive Officer of Cigna Corporation in 2009. Prior to joining Cigna, he held several senior staff positions at Coopers & Lybrand, an accounting firm.
Contributions to the Board:
From his tenure as Chief Executive Officer of Cigna Corporation, Mr. Cordani is attuned to the challenges of operating and growing a consumer-facing, S&P 500 company in a highly regulated industry. Mr. Cordani brings current insights on business leadership, strategic planning and corporate governance.
His career-long experience in the health services industry enables him to contribute insights on emerging health and wellness trends and their potential impact on businesses and consumers.
Mr. Cordani’s background as a certified public accountant and chief financial officer provides significant risk management and financial expertise to the board and audit committee. He is one of our audit committee financial experts.
PROPOSAL NUMBER 1 ELECTION OF DIRECTORS
|
| |||
|
| |||
|
| |||
|
Roger W. Ferguson Jr., has served as President and Chief Executive Officer of TIAA (formerly TIAA-CREF), a financial services firm, since 2008. Prior to joining TIAA, Mr. Ferguson served as the Chairman of Swiss Re America Holding Corporation, a global reinsurance company, from 2006 to 2008. Mr. Ferguson has also served in various policy-making positions, including as Vice Chairman of the Board of Governors of the U.S. Federal Reserve System from 1999 to 2006. From 1984 to 1997, Mr. Ferguson was an associate and partner at the consulting firm McKinsey & Company.
Contributions to the Board:
As the Chief Executive Officer of TIAA, a major financial services company and institutional investor, Mr. Ferguson provides valuable insights and investor perspective on matters of company strategy, performance and corporate governance.
Mr. Ferguson also brings significant financial and capital markets expertise to the board and finance committee.
With a career that includes management consulting, significant public policy roles, executive leadership and board service, he is well-positioned to enhance the board’s strategic discussions and strong governance.
|
| |||
|
| |||
| ||||
|
Jeffrey L. Harmening is Chairman and Chief Executive Officer of General Mills, Inc. Mr. Harmening joined General Mills in 1994 and served in a variety of positions before becoming Vice President of Marketing for Cereal Partners Worldwide (“CPW”), the company’s joint venture with Nestlé based in Switzerland, in 2003. Mr. Harmening served as Vice President and Senior Vice President of the Big G cereal division from 2007 to 2012, and Senior Vice President, Chief Executive Officer of CPW from 2012 to 2014. From 2014 to June 2016, he served as Executive Vice President, Chief Operating Officer, U.S. Retail. Mr. Harmening was appointed President and Chief Operating Officer of General Mills in July of 2016, Chief Executive Officer in June of 2017 and Chairman in January of 2018.
Contributions to the Board:
With over 20 years of service at General Mills in a variety of senior leadership roles across several business categories, Mr. Harmening’s deep knowledge of the company’s business and the markets in which we operate position him well to serve as our Chairman and Chief Executive Officer.
Prior to his appointment as Chief Executive Officer, Mr. Harmening served in a number of key management and operational roles in the company’s North America Retail division.
He also spent six years abroad focusing on our international operations, including two years as Chief Executive Officer of CPW.
PROPOSAL NUMBER 1 ELECTION OF DIRECTORS
|
| |||
|
| |||
| ||||
| ||||
|
Maria G. Henry has been Chief Financial Officer of Kimberly-Clark Corporation since April 2015. Prior to that, she was Executive Vice President and Chief Financial Officer of Hillshire Brands, formerly known as Sara Lee Corporation, from 2012 to 2014. Ms. Henry was the Chief Financial Officer of Sara Lee’s North American Retail and Foodservice business from 2011 to 2012. Prior to Sara Lee, she held various senior leadership positions in finance and strategy in three portfolio companies of Clayton, Dubilier, and Rice, most recently as Executive Vice President and Chief Financial Officer of Culligan International from 2005 to 2011. Ms. Henry also held senior finance roles in several technology companies, and she began her career at General Electric.
Contributions to the Board:
Ms. Henry brings significant accounting, auditing and financial reporting expertise to the board and audit committee. She is one of our audit committee financial experts.
As an active Chief Financial Officer of a global company who is directly responsible for finance, accounting, real estate and investor relations, Ms. Henry offers capital markets expertise and current insights on public company financial, governance and leadership matters.
Ms. Henry’s consumer products background and experience make her well-positioned to critically and thoughtfully review and guide company strategy.
|
| |||
|
| |||
|
| |||
|
Jo Ann Jenkins has served as Chief Executive Officer of AARP, Inc., the nation’s largest nonprofit organization serving Americans aged 50 and older, since 2014. From 2013 to 2014, Ms. Jenkins served as Executive Vice President and Chief Operating Officer of AARP, and from 2010 to 2013 as President of the AARP Foundation. Prior to joining AARP, Ms. Jenkins served at the Library of Congress as Chief Operating Officer and Chief of Staff. She has also held a variety of senior roles at the U.S. Department of Agriculture, the U.S. Department of Transportation and the U.S. Department of Housing and Urban Development.
Contributions to the Board:
As the Chief Executive Officer of AARP, Ms. Jenkins brings to the board a deep understanding of strategic management and innovative marketing from her experiences leading and transforming one of the nation’s largest nonprofit organizations.
Ms. Jenkins contributes valuable insights to the board on public policy, government affairs, and community relations matters based on her senior leadership positions at the Library of Congress, U.S. Department of Agriculture, U.S. Department of Transportation, and U.S. Department of Housing and Urban Development.
Her public and private board service and advisory experiences deepen the board’s overall governance expertise.
PROPOSAL NUMBER 1 ELECTION OF DIRECTORS
|
| |||
|
| |||
|
| |||
|
Elizabeth C. Lempres served as Senior Partner at McKinsey & Company, a management consulting firm, until her retirement in August 2017. Ms. Lempres joined McKinsey & Company in 1989 and held a variety of positions of increasing responsibility during her career including Senior Partner and Global Leader, Private Equity and Principal Investors from 2016 to 2017; and Senior Partner and Global Leader, Consumer Sector from 2010 to 2014. Prior to McKinsey & Company, she held positions in engineering-related fields at IBM and General Electric.
Contributions to the Board:
Ms. Lempres’ extensive senior leadership experience advising international consumer goods companies on complex management and strategy matters provides unique perspective and expertise to the board’s strategic planning process.
As former Senior Partner and Global Leader of McKinsey’s Consumer Sector, Ms. Lempres brings substantial global consulting experience in the consumer products and retail sectors to the board. Her experience leading teams across North America, Latin America, Europe, Asia and Africa also provides valuable perspective on the company’s international markets and operations.
Ms. Lempres’ public company board experience, financial expertise and risk management skills are valuable assets to the board, the audit committee and the compensation committee.
|
| |||
|
| |||
|
| |||
|
Diane L. Neal served as Chief Executive Officer of Sur La Table, Inc., a consumer-facing retail company, from October 2014 until her retirement in January 2017. From 2012 to September 2014, Ms. Neal served as an advisor to select retail companies including L Brands, Inc., the parent company of Bath & Body Works where she served as Chief Executive Officer from 2007 to 2011. Ms. Neal joined Bath & Body Works in 2006 as President and Chief Operating Officer. Ms. Neal served with Gap Inc. from 2004 to 2006, where she held the positions of President, Outlet Division and Senior Vice President, Merchandising, Outlet Division. Previously, she served at Target Corporation for more than 20 years in various executive and leadership roles, including President of Mervyn’s from 2001 to 2004.
Contributions to the Board:
Ms. Neal’s significant senior executive experience in consumer and retail facing businesses provides the board with valuable consumer and retail insights.
As a senior executive for innovative and marketing-focused retail companies, Ms. Neal provides valuable perspectives on innovation and marketing initiatives.
Ms. Neal’s public company board experience and corporate governance expertise strengthen our board and corporate governance committee discussions.
PROPOSAL NUMBER 1 ELECTION OF DIRECTORS
|
| |||
|
| |||
| ||||
|
Steve Odland is the President and Chief Executive Officer of The Conference Board. From 2013 to June of 2018, Mr. Odland was President and Chief Executive Officer of The Conference Board’s public policy affiliate, the Committee for Economic Development. From 2011 to 2012, he was an Adjunct Professor in the graduate school of business at Lynn University and at Florida Atlantic University. Mr. Odland served as Chairman and Chief Executive Officer of Office Depot, Inc., an office merchandise retailer, from 2005 until 2010. From 2001 to 2005, he was Chairman and Chief Executive Officer of AutoZone, Inc., an auto parts retailer. Prior to that, he served as President and Chief Executive Officer of Tops Markets, Inc., a U.S. food retailer, from 1998 to 2000, and as President of the Foodservice Division of Sara Lee Bakery from 1997 to 1998. He was employed by The Quaker Oats Company from 1981 to 1996. Mr. Odland is also currently a Senior Advisor at Peter J. Solomon Company, and a CNBC contributor.
Contributions to the Board:
As our Independent Lead Director, Mr. Odland draws on his business leadership, corporate strategy and governance expertise to provide strong, independent board leadership and to ensure board effectiveness by fostering active discussion and collaboration among the independent directors and serving as an effective liaison with management.
He provides valuable insights into food, consumer products marketing, brand-building, internet marketing and sales, food service and international management from his executive roles in the food industry at Tops Markets, Quaker Oats and Sara Lee.
Mr. Odland also lends expertise on public policy, economics and corporate governance from his experience as President and Chief Executive Officer of The Conference Board.
|
| |||
|
| |||
|
| |||
|
Maria A. Sastre served as President and Chief Operating Officer of Signature Flight Support Corporation, the world’s largest network of fixed-base operations and support services for private and business aviation, from 2013 until her retirement in 2018. Ms. Sastre joined Signature Flight in 2010 as its Chief Operating Officer. From 2009 to 2010, she was President and Chief Executive Officer of Take Stock in Children, Inc., a Florida based non-profit that helps low-income youth escape the cycle of poverty through education. Ms. Sastre served with Royal Caribbean Cruises LTD from 2000 to 2008, where she held the positions of Vice President, International, Asia, Latin America & Caribbean, and Vice President of Hotel Operations. Previously, she had held various executive and leadership roles at United Airlines, Inc., Continental Airlines, Inc. and Eastern Airlines, Inc.
Contributions to the Board:
Ms. Sastre’s significant senior executive experience in consumer-facing businesses, together with over 20 years of public company board service at large retail grocery and restaurant companies, provide the board with valuable consumer, and food service insights.
Her global management expertise overseeing operations and marketing initiatives in Asia and Latin America, as well as her international merger and acquisition work, deepens the board’s global perspective and marketing expertise.
Ms. Sastre has significant corporate governance and public company board experience, including service on audit, corporate governance and compensation committees, and chairing finance committees.
PROPOSAL NUMBER 1 ELECTION OF DIRECTORS
|
| |||
|
| |||
| ||||
|
Eric D. Sprunk has served as a Senior Advisor of NIKE, Inc., an athletic footwear and apparel business, since April 2020. He served as Chief Operating Officer of NIKE from 2013 to April 2020. Mr. Sprunk joined NIKE in 1993, and has held a variety of positions, including Regional General Manager of NIKE Europe Footwear from 1998 to 2000, Vice President & General Manager of the Americas from 2000 to 2001, Vice President of Global Footwear from 2001 to 2009, and Vice President of Merchandising and Product from 2009 to 2013. Prior to joining NIKE, Mr. Sprunk was a certified public accountant with the accounting firm Price-Waterhouse from 1987 to 1993.
Contributions to the Board:
As the former Chief Operating Officer at a global, brand-based consumer products company, Mr. Sprunk brings relevant marketing experience to the board, as well as operating expertise in key functions including manufacturing, sourcing, sales and procurement. His experience as Vice President of Merchandising and Product also provides the board with valuable perspectives on product innovation and development.
His global and regional international management experiences at NIKE provide the board with a unique perspective on developing and marketing innovative products in consumer markets around the world.
Mr. Sprunk is a certified public accountant who has worked in senior financial roles at NIKE and Price-Waterhouse, which provides valuable financial and accounting expertise. Mr. Sprunk is one of the audit committee’s financial experts.
|
| |||
|
| |||
|
| |||
|
Jorge A. Uribe served as Global Productivity and Organization Transformation Officer at The Procter & Gamble Company, a consumer products company, from 2012 until his retirement in 2015. Prior to 2012, Mr. Uribe served as Group President of Latin America at Procter & Gamble from 2004 to 2012, as Vice President, Marketing and Customer Business Development, Latin America from 2001 to 2004 and as Vice President, Venezuela and Andean Region from 1999 to 2001.
Contributions to the Board:
Mr. Uribe’s international management background, including multi-regional and multi-country responsibility for operations throughout Latin America, together with his personal experience living and working outside the U.S., provides valuable perspective on the company’s international markets and operations.
As the former Global Productivity and Organization Transformation Officer of Procter & Gamble, Mr. Uribe brings first-hand experience in leading innovative organizational changes through efficiency improvement and cost management.
The experiences developed throughout his career at Procter & Gamble deepen the board’s overall consumer products, innovation and marketing expertise.
CORPORATE GOVERNANCE2022 Director Nominees
Age 70 Independent Director Since 2009 Committees AUDIT, FINANCE (CHAIR) Other Public Directorships ELEVANCE HEALTH, INC. (FORMERLY ANTHEM, INC.) | David M. Cordani Age 56 Independent Director Since 2014 Committees
Other Public Directorships CIGNA CORPORATION | ||
R. Kerry Clark served as Chairman and Chief Executive Officer of Cardinal Health, Inc., a provider of health care products and services, until his retirement in 2009. Mr. Clark joined Cardinal Health in 2006 as President and Chief Executive Officer and became Chairman in 2007. Prior to that, Mr. Clark had been with The Procter & Gamble Company, a consumer products company, since 1974. There, he held various positions including President of P&G Asia; President, Global Market Development and Business Operations; and from 2004 to 2006, Vice Chairman of the Board. Contributions to the Board ● As the former Chairman and Chief Executive Officer at Cardinal Health and Vice Chairman of Procter & Gamble Company’s board, Mr. Clark brings business leadership and strategic planning skills, governance expertise and operating background to the board. ● With a strong background in consumer packaged goods and health care products, he brings to the board extensive experience in launching new products, brand-building, marketing and partnering with customers across sales channels. ● Mr. Clark also lends a global business perspective, developed through his leadership of global business operations at Procter & Gamble. Key Skills, Qualifications and Experience Senior Executive Leadership Industry Focus Global Experience Governance Expertise Health and Wellness | David M. Cordani is Chairman and Chief Executive Officer of Cigna Corporation, a global health insurance and health services company. Mr. Cordani joined Cigna in 1991 and has held a variety of finance and operating positions, including Chief Financial Officer for Cigna HealthCare and President and Chief Operating Officer for Cigna Corporation. He was named Chief Executive Officer of Cigna Corporation in 2009 and Chairman in January 2022. Prior to joining Cigna, he held several senior staff positions at Coopers & Lybrand, an accounting firm. Contributions to the Board ● From his tenure as Chairman and Chief Executive Officer of Cigna Corporation, Mr. Cordani is attuned to the challenges of operating and growing a consumer-facing, S&P 500 company in a highly regulated industry. Mr. Cordani brings current insights on business leadership, strategic planning and corporate governance. ● His career-long experience in the health services industry enables him to contribute insights on emerging health and wellness trends and their potential impact on businesses and consumers. ● Mr. Cordani’s background as a certified public accountant and chief financial officer provides significant risk management and financial expertise to the board and audit committee. He is one of our audit committee financial experts. Key Skills, Qualifications and Experience Senior Executive Leadership Accounting and Financial Experience Governance Expertise Health and Wellness Government/Public Policy Expertise |
20 | General Mills Inc. |
Proposal Number 1: Election of Directors
C. Kim Goodwin Age 63 Independent Director Committees COMPENSATION, CORPORATE GOVERNANCE Other Public Directorships TJX COMPANIES, INC. POPULAR, INC. | Jeffrey L. Age 55 Director Since June 2017 Other Public Directorships THE TORO COMPANY | ||
Jeffrey L. Harmening is Chairman and Chief Executive Officer of General Mills, Inc. Mr. Harmening joined General Mills in 1994 and served in a variety of positions before becoming Vice President of Marketing for Cereal Partners Worldwide (“CPW”), the company’s joint venture with Nestlé based in Switzerland, in 2003. Mr. Harmening served as Vice President and Senior Vice President of the Big G cereal division from 2007 to 2012, and Senior Vice President, Chief Executive Officer of CPW from 2012 to 2014. From 2014 to June 2016, he served as Executive Vice President, Chief Operating Officer, U.S. Retail. Mr. Harmening was appointed President and Chief Operating Officer of General Mills in July of 2016, Chief Executive Officer in June of 2017 and Chairman in January of 2018. Contributions to the Board ● With over 20 years of service at General Mills in a variety of senior leadership roles across several business categories, Mr. Harmening’s deep knowledge of the company’s business and the markets in which we operate position him well to serve as our Chairman and Chief Executive Officer. ● Prior to his appointment as Chief Executive Officer, Mr. Harmening served in a number of key management and operational roles in the company’s North America Retail division. ● He also spent six years abroad focusing on our international operations, including two years as Chief Executive Officer of CPW. Key Skills, Qualifications and Experience Senior Executive Leadership Industry Focus Global Experience Marketing/E-commerce Experience Health and Wellness | |||
C. Kim Goodwin is an experienced financial services professional. Ms. Goodwin served as Managing Director and Head of Equities (Global) for the Asset Management Division of Credit Suisse Group AG from 2006 to 2008, and as Chief Investment Officer – Equities at State Street Research & Management Co., a money management firm, from 2002 to 2005. Since 2008, Ms. Goodwin has been a private investor, sitting on a number of public and private company boards. Contributions to the Board ● As a former investment executive at two global investment institutions, Ms. Goodwin provides valuable investor perspective on matters of company strategy, performance and corporate governance. ● Ms. Goodwin also brings significant financial and capital markets expertise to the board. ● Her significant public and private board service, including at the TJX Companies, Inc., strengthens the board’s overall experience in areas of risk oversight and marketing and consumer insights. Key Skills, Qualifications and Experience Senior Executive Leadership Industry Focus Accounting and Financial Experience Global Experience Marketing/E-commerce Experience |
Notice of 2022 Annual Meeting of Shareholders | 21 |
Proposal Number 1: Election of Directors
Maria G. Henry Age 56 Independent Director Since 2016 Committees AUDIT (CHAIR), FINANCE | Jo Ann Jenkins Age 64 Independent Director Since January 2020 Committees CORPORATE GOVERNANCE, PUBLIC RESPONSIBILITY Other Public Directorships AVNET, INC. | ||
Maria G. Henry has served as Executive Vice President and Senior Advisor of Kimberly-Clark Corporation since April 2022. She served as Chief Financial Officer of Kimberly-Clark Corporation from 2015 to April 2022. Prior to that, she was Executive Vice President and Chief Financial Officer of Hillshire Brands, formerly known as Sara Lee Corporation, from 2012 to 2014. Ms. Henry was the Chief Financial Officer of Sara Lee’s North American Retail and Foodservice business from 2011 to 2012. Prior to Sara Lee, she held various senior leadership positions in finance and strategy in three portfolio companies of Clayton, Dubilier, and Rice, most recently as Executive Vice President and Chief Financial Officer of Culligan International. Ms. Henry also held senior finance roles in several technology companies, and she began her career at General Electric. Contributions to the Board ● Ms. Henry brings significant accounting, auditing and financial reporting expertise to the board and audit committee. She is one of our audit committee financial experts. ● As the former Chief Financial Officer of a global company who was directly responsible for finance, accounting, real estate and investor relations, Ms. Henry offers capital markets expertise and current insights on public company financial, governance and leadership matters. ● Ms. Henry’s consumer products background and experience make her well-positioned to critically and thoughtfully review and guide company strategy. Key Skills, Qualifications and Experience Senior Executive Leadership Industry Focus Accounting and Financial Experience Global Experience Governance Expertise | |||
Jo Ann Jenkins has served as Chief Executive Officer of AARP, Inc., the nation’s largest nonprofit organization serving Americans aged 50 and older, since 2014. From 2013 to 2014, Ms. Jenkins served as Executive Vice President and Chief Operating Officer of AARP, and from 2010 to 2013 as President of the AARP Foundation. Prior to joining AARP, Ms. Jenkins served at the Library of Congress as Chief Operating Officer and Chief of Staff. She has also held a variety of senior roles at the U.S. Department of Agriculture, the U.S. Department of Transportation and the U.S. Department of Housing and Urban Development. Contributions to the Board ● As the Chief Executive Officer of AARP, Ms. Jenkins brings to the board a deep understanding of strategic management and innovative marketing from her experiences leading and transforming one of the nation’s largest nonprofit organizations. ● Ms. Jenkins contributes valuable insights to the board on public policy, government affairs and community relations matters based on her senior leadership positions at the Library of Congress, U.S. Department of Agriculture, U.S. Department of Transportation and U.S. Department of Housing and Urban Development. ● Her public and private board service and advisory experiences deepen the board’s overall governance expertise. Key Skills, Qualifications and Experience Senior Executive Leadership Marketing/E-commerce Experience Innovation Governance Expertise Government/Public Policy Expertise |
22 | General Mills Inc. |
Proposal Number 1: Election of Directors
Elizabeth C. Lempres Age 61 Independent Director Since June 2019 Committees AUDIT, COMPENSATION Other Public Directorships AXALTA COATING SYSTEMS LTD. TRAEGER, INC. | Diane L. Neal Age 66 Independent Director Since November 2018 Committees CORPORATE GOVERNANCE, PUBLIC RESPONSIBILITY | ||
Diane L. Neal served as Chief Executive Officer of Sur La Table, Inc., a consumer-facing retail company, from 2014 until her retirement in January 2017. From 2012 to 2014, Ms. Neal served as an advisor to select retail companies including L Brands, Inc., the parent company of Bath & Body Works where she served as Chief Executive Officer from 2007 to 2011. Ms. Neal joined Bath & Body Works in 2006 as President and Chief Operating Officer. Ms. Neal served with Gap Inc. from 2004 to 2006, where she held the positions of President, Outlet Division and Senior Vice President, Merchandising, Outlet Division. Previously, she served at Target Corporation for more than 20 years in various executive and leadership roles, including President of Mervyn’s from 2001 to 2004. Contributions to the Board ● Ms. Neal’s significant senior executive experience in consumer and retail facing businesses provides the board with valuable consumer and retail insights. ● As a senior executive for innovative and marketing-focused retail companies, Ms. Neal provides valuable perspectives on new and unique initiatives to meet evolving consumer needs and behaviors. ● Ms. Neal’s public company board experience and corporate governance expertise strengthen our board and corporate governance committee discussions. Key Skills, Qualifications and Experience Senior Executive Leadership Industry Focus Innovation Governance Expertise Marketing/E-commerce Experience | |||
Elizabeth C. Lempres served as Senior Partner at McKinsey & Company, a management consulting firm, until her retirement in August 2017. Ms. Lempres joined McKinsey & Company in 1989 and held a variety of positions of increasing responsibility during her career including Senior Partner and Global Leader, Private Equity and Principal Investors from 2016 to 2017; and Senior Partner and Global Leader, Consumer Sector from 2010 to 2014. Prior to McKinsey & Company, she held positions in engineering-related fields at IBM and General Electric. Contributions to the Board ● Ms. Lempres’ extensive senior leadership experience advising international consumer goods companies on complex management and strategy matters provides unique perspective and expertise to the board’s strategic planning process. ● As former Senior Partner and Global Leader of McKinsey’s Consumer Sector, Ms. Lempres brings substantial global consulting experience in the consumer products and retail sectors to the board. Her experience leading teams across North America, Latin America, Europe, Asia and Africa also provides valuable perspective on the company’s international markets and operations. ● Ms. Lempres’ public company board experience, financial expertise and risk management skills are valuable assets to the board, the audit committee and the compensation committee. Key Skills, Qualifications and Experience Senior Executive Leadership Industry Focus Accounting and Financial Experience Global Experience Governance Expertise |
Notice of 2022 Annual Meeting of Shareholders | 23 |
Proposal Number 1: Election of Directors
Steve Odland, Age 63 Independent Director Since 2004 Committees FINANCE, PUBLIC RESPONSIBILITY | Maria A. Sastre Age 67 Independent Director Since June 2018 Committees COMPENSATION, CORPORATE GOVERNANCE Other Public Directorships O’REILLY AUTOMOTIVE, INC. KALERA AS | ||
Steve Odland is the President and Chief Executive Officer of The Conference Board. From 2013 to June of 2018, Mr. Odland was President and Chief Executive Officer of The Conference Board’s public policy affiliate, the Committee for Economic Development. From 2011 to 2012, he was an Adjunct Professor in the graduate school of business at Lynn University and at Florida Atlantic University. Mr. Odland served as Chairman and Chief Executive Officer of Office Depot, Inc., an office merchandise retailer, from 2005 until 2010. From 2001 to 2005, he was Chairman and Chief Executive Officer of AutoZone, Inc., an auto parts retailer. Prior to that, he served as President and Chief Executive Officer of Tops Markets, Inc., a U.S. food retailer, from 1998 to 2000, and as President of the Foodservice Division of Sara Lee Bakery from 1997 to 1998. He was employed by The Quaker Oats Company from 1981 to 1996. Mr. Odland is also currently a Senior Advisor at Solomon Partners, and a CNBC contributor. Contributions to the Board ● As our Independent Lead Director, Mr. Odland draws on his business leadership, corporate strategy and governance expertise to provide strong, independent board leadership and to ensure board effectiveness by fostering active discussion and collaboration among the independent directors and serving as an effective liaison with management. ● He provides valuable insights into food, consumer products marketing, brand-building, internet marketing and sales, food service and international management from his executive roles in the food industry at Tops Markets, Quaker Oats and Sara Lee. ● Mr. Odland also lends expertise on public policy, economics and corporate governance from his experience as President and Chief Executive Officer of The Conference Board. Key Skills, Qualifications and Experience Senior Executive Leadership Industry Focus Global Expertise Governance Expertise Marketing/E-commerce Experience | |||
Maria A. Sastre served as President and Chief Operating Officer of Signature Flight Support Corporation, the world’s largest network of fixed-base operations and support services for private and business aviation, from 2013 until her retirement in 2018. Ms. Sastre joined Signature Flight in 2010 as its Chief Operating Officer. From 2009 to 2010, she was President and Chief Executive Officer of Take Stock in Children, Inc., a Florida based non-profit that helps low-income youth escape the cycle of poverty through education. Ms. Sastre served with Royal Caribbean Cruises LTD from 2000 to 2008, where she held the positions of Vice President, International, Asia, Latin America & Caribbean and Vice President of Hotel Operations. Previously, she had held various executive and leadership roles at United Airlines, Inc., Continental Airlines, Inc. and Eastern Airlines, Inc. Contributions to the Board ● Ms. Sastre’s significant senior executive experience in consumer-facing businesses, together with over 20 years of public company board service at large retail grocery, restaurants and healthcare companies, provide the board with valuable consumer, food service and health and wellness insights. ● Her global management expertise overseeing operations and marketing initiatives in Asia and Latin America, as well as her international merger and acquisition work, deepens the board’s global perspective and marketing expertise. ● Ms. Sastre has significant corporate governance and public company board experience, including service on audit, corporate governance and talent and compensation committees and chairing finance and talent and compensation committees. Key Skills, Qualifications and Experience Senior Executive Leadership Industry Focus Global Experience Governance Expertise Health and Wellness |
24 | General Mills Inc. |
Proposal Number 1: Election of Directors
Eric D. Sprunk Age 58 Independent Director Since June 2015 Committees AUDIT, PUBLIC RESPONSIBILITY (CHAIR) Other Public Directorships BOMBARDIER INC. | Jorge A. Uribe Age 65 Independent Director Since 2016 Committees COMPENSATION, PUBLIC RESPONSIBILITY Other Public Directorships INGREDION INCORPORATED GRUPO ARGOS AS | ||
Eric D. Sprunk served as Chief Operating Officer of NIKE, Inc., an athletic footwear and apparel business, from 2013 until his retirement in April 2020. Mr. Sprunk joined NIKE in 1993, and held a variety of positions, including Regional General Manager of NIKE Europe Footwear from 1998 to 2000, Vice President & General Manager of the Americas from 2000 to 2001, Vice President of Global Footwear from 2001 to 2009 and Vice President of Merchandising and Product from 2009 to 2013. Prior to joining NIKE, Mr. Sprunk was a certified public accountant with the accounting firm Price-Waterhouse from 1987 to 1993. Contributions to the Board ● As the former Chief Operating Officer at a global, brand-based consumer products company, Mr. Sprunk brings relevant marketing experience to the board, as well as operating expertise in key functions including manufacturing, sourcing, sales and procurement. His experience as Vice President of Merchandising and Product also provides the board with valuable perspectives on product innovation and development. ● His global and regional international management experiences at NIKE provide the board with a unique perspective on developing and marketing innovative products in consumer markets around the world. ● Mr. Sprunk is a certified public accountant who has worked in senior financial roles at NIKE and Price-Waterhouse, which provides valuable financial and accounting expertise. Mr. Sprunk is one of the audit committee’s financial experts. Key Skills, Qualifications and Experience Senior Executive Leadership Accounting and Financial Expertise Global Experience Marketing/E-commerce Experience Innovation | Jorge A. Uribe served as Global Productivity and Organization Transformation Officer at The Procter & Gamble Company, a consumer products company, from 2012 until his retirement in 2015. Prior to 2012, Mr. Uribe served as Group President of Latin America at Procter & Gamble from 2004 to 2012, as Vice President, Marketing and Customer Business Development, Latin America from 2001 to 2004 and as Vice President, Venezuela and Andean Region from 1999 to 2001. Contributions to the Board ● Mr. Uribe’s international management background, including multi-regional and multi-country responsibility for operations throughout Latin America, together with his personal experience living and working outside the U.S., provides valuable perspective on the company’s international markets and operations. ● As the former Global Productivity and Organization Transformation Officer of Procter & Gamble, Mr. Uribe brings first-hand experience in leading innovative organizational changes through efficiency improvement and cost management. ● The experiences developed throughout his career at Procter & Gamble deepen the board’s overall consumer products, innovation and marketing expertise. Key Skills, Qualifications and Experience Senior Executive Leadership Industry Focus Global Experience Marketing/E-commerce Experience Innovation |
Notice of 2022 Annual Meeting of Shareholders | 25 |
Corporate Governance Policies and Practices
Board Independence and Composition | Independent and diverse board of directors | ||
Strong Independent Lead Director with authority to approve board meeting agendas | |||
Comprehensive director nomination and board refreshment process | |||
Executive sessions for independent directors at each board meeting | |||
Thoughtful management development and succession plans for the CEO and his direct reports | |||
Strong oversight of culture, human capital management and leadership development programs and strategies | |||
Active shareholder engagement program with regular updates to the board | |||
Substantive annual board and committee evaluations | |||
Board and committee agendas developed annually to address core responsibilities | |||
Enterprise risk management processes at board and committee levels | |||
Extensive oversight of sustainability and public policy issues impacting our business | |||
Annual director elections based on a majority vote | |||
Proxy access by-law | |||
Board service policies limiting the number of public company boards on which our directors may serve |
Our Board’s Key Responsibilities
Our board is elected by the shareholders to oversee their interests in the long-term health and overall success of the company’s business. In exercising its fiduciary duties, the board represents and acts on behalf of our shareholders and is committed to strong corporate governance, as reflected in our corporate
governance principles (available on our website at www.generalmills.comin the Investors section).
The board is deeply involved in the company’s strategic planning process, leadership development, succession planningboard’s key responsibilities and oversightpriorities include:
26 | General Mills Inc. |
Contents
Corporate Governance
Overseeing Business Strategy
The board’s significant industry and management expertise is critical in shaping the company’s business strategy. In a challenging and dynamic business environment, our directors are an important resource for thoughtful, candid and ongoing insights into strategic issues facing the company, including product portfolio development and innovation, strategic investments, acquisitions and divestitures, margin improvement and global expansion. Over the course of the last two years, the board has worked closely with management at each board meeting throughout the year to critically assess the emerging challenges of the marketplace and align on key strategies, priorities and plans to drive future success. Our directors have also been a critical resource for management as the company assesses the strategic impacts of the economic uncertainty and turmoil caused by the COVID-19 pandemic.organizational design.
Guiding and overseeing corporate strategy is the board’s primary focus, and the board’s oversight of
strategy development and its assessment of management’s execution and progress against key priorities is deeply imbedded in our annual meeting calendar and agendas. The board dedicates time at each board meeting to review and discuss long-term strategic planning, including consideration of external business dynamics, emerging trends and risks and potential strategic alternatives. These discussions provide an opportunity for the board to constructively engage with management to review and advance corporate strategy.
Board Responsibilities | |
● | Guiding and overseeing corporate strategy is the board’s primary focus, and the board’s oversight of strategy development and its assessment of management’s execution and progress against key priorities is deeply embedded in our annual board meeting calendar and agendas. |
● | The board dedicates time at each board meeting to review and discuss long-term strategic planning, including consideration of external business dynamics, emerging trends and risks and potential strategic alternatives. These discussions provide an opportunity for the board to constructively engage with management to review and advance corporate strategy. |
● | The board plays a significant role in overseeing the company’s portfolio shaping. At each board meeting, the board receives an update on the company’s portfolio shaping activities. The board provides independent strategic insights on the direction of the portfolio shaping processes and engages in robust discussions with management in connection with acquisitions and divestitures. |
● | The board critically reviews significant capital investments and cash returns to shareholders through share repurchase plans and dividend payments. These strategic actions and investments are reviewed and approved by the board following open and engaged discussions of the full board. |
● | As part of its oversight, the board reviews and discusses with management at each board meeting a set of detailed operating reports, including current financial performance versus plan. Focused discussions of key business issues, segment and business unit operations and strategic developments are also held at each board meeting. |
● | At each board meeting, the independent directors meet in executive session to discuss business and strategic matters. These meetings are led by our Independent Lead Director. |
Board’s Actions
ACCELERATE STRATEGY
The board worked closely with management to develop our Accelerate strategy. This strategy prioritizes the markets and platforms with the best prospects for profitable growth, provides a roadmap for reshaping our portfolio and guides investments in key capabilities. The board receives updates at each meeting to critically oversee and assess the company’s execution of the Accelerate strategy to address challenges in the marketplace and drive future success.
THROUGHOUT THE COVID-19 PANDEMIC
Our directors have been a critical resource for management as the company assesses and addresses the strategic impacts of the economic uncertainty and turmoil caused by the COVID-19 pandemic. During the pandemic, the board has been focused on our actions to safeguard our people, set business plans, secure access to capital and prioritize investments.
ANNUAL AND ONGOING BUSINESS REVIEW
At the beginning of the year, the board formally reviews our annual and longer-term business plans, financial targets and plans for achieving those targets. The board is focused on monitoringmonitors performance against the company’s strategic objectives and financial targets throughout the year. As partyear and helps ensure the integrity of its oversight, the boardour financial results.
27 |
Corporate Governance
CORPORATE GOVERNANCE
reviews and discusses with management at each board meeting a set of detailed operating reports, including current financial performance versus plan. Focused discussions of key business issues, segment and business unit operations and strategic developments are also held at each board meeting.
The board critically reviews all acquisition and divestiture activity, significant capital investments and cash returns to shareholders through share repurchase plans and dividend payments. These strategic actions and investments are reviewed and approved by the board following open and engaged discussions of the full board.
Overseeing Leadership Development, Culture and Human Capital Management
Leadership Development and Talent Management
Recruiting, developing and engaging our workforce is critical to executing our strategy and achieving business success. The board oversees and is regularly updated on the company’s leadership development and talent management strategies designed to attract,recruit, develop and retain global business leaders who can drive financial and strategic growth objectives and build long-term shareholder value. The board formally reviews and discusses management development and succession plans for the Chief Executive Officer and his direct reports, including individual executive transitions as the need arises over the course of the year. Thetransitions. These reviews include an assessment of senior executives and their potential as successor to the Chief Executive Officer. To enhance the board’s understanding of the company’s talent pipeline, the board meets regularly with high-potential executives in formal and informal settings. The board has also adopted procedures to elect a successor in the event of the Chief Executive Officer’s sudden incapacity or departure.
Beyond leadership development, our board is continuously focused on culture and human capital management priorities for promoting a safe, inclusive and respectful work environment, where employees across our entire workforce feel empowered to speak on issues important to them, inspired to act ethically and with integrity and raise concerns and enabledencouraged to implement new and innovative ideas in the best interests of the business.
Culture and Employee Engagement
The board is keenly interested in ensuring that the company maintains and promotes a culture that fosters the values, behaviors and attributes necessary to advance the company’s business strategy and purpose. The board receives regular updates on matters of employee culture and engagement.
Human Capital Management
The efficient production of high-quality products and successful execution of the Accelerate strategy requires a talented, skilled and engaged team of employees. The board receives regular updates on the development and progression of our senior leaders. More broadly, the board and the compensation committee provide oversight on culture and human capital management topics, including diversity and inclusion, pay equity, and recruiting and development of critical talent. The compensation committee further provides oversight of the company’s talent acquisition strategies and career development practices to ensure they are successfully supporting the company’s strategy and appropriately mitigating the risk of the loss or disengagement of critical talent.
Maintaining a safe and secure workplace for our employees is critical for our success. The board and the public responsibility committee oversee the company’s human safety program. The public responsibility committee receives regular updates from key business leaders on human safety matters at the company and in our supply chain to ensure appropriate oversight of health and safety matters across our entire value chain. The board and our senior leaders believe that respect for human rights is fundamental to our purpose including:of making food the world loves and to our commitment to ethical business conduct.
DoingBeyond the right thing all the time to inspire integrity, trust and pride in the company;Boardroom: Understanding Our Culture
Supporting productive team environments and connections;
Developing agility to quickly adapt to change;
Encouraging direct, transparent and honest conversations;
Embracing a learning mindset to grow and develop; and
Fostering a culture of inclusion and belonging.
To enhance the board’s understanding of the company’s work environment and culture, the board regularly conducts meetings and schedules site visits at the company’s food production facilities. More broadly, the board and its applicable committees provide oversight on culture and human capital management topics, including diversity and inclusion, pay equity, recruiting and development, ethics and compliance and programs to prevent harassment and promote workplace health and safety. The board also reviews critical feedback provided through regular employee culture surveys and receives updates on management’s plans for addressing concerns or potential areas of improvement.
28 | General Mills Inc. |
SinceTable of Contents
Corporate Governance
Diversity and Inclusion
Fostering a culture of inclusion and belonging strengthens our ability to recruit talent and allows all of our employees to thrive and succeed. We actively cultivate a culture that acknowledges, respects and values all dimensions of diversity – including gender, race, sexual orientation, ability, backgrounds and beliefs. The board receives regular updates on the company’s diversity and inclusion initiatives and statistics and believes that diversity of input and perspectives is core to our business strategy. The compensation committee oversees the company’s strategies, practices and performance related to the support and advancement of workplace diversity, equity and inclusion and is committed to ensuring we are recruiting, retaining, developing and advancing a workforce that reflects the diversity of the consumers we serve. This commitment starts with our company leadership where women represent 42% of our officer and director population, and 19% of these professionals are racially or ethnically diverse.
Fostering a culture of inclusion and belonging is strongly supported by the board and is embedded in our day-to-day ways of working through: Courageous Conversations, which bring the organization together to tackle difficult-to-address topics openly and candidly; an Allyship Framework, which supports our employees on their journey as allies with practical solutions for the workplace; Inclusion Contacts consisting of a library of topics used at the beginning of the COVID-19 pandemic,meetings to foster discussion, build empathy and increase understanding; and strong employee networks made available for our strong healthemployee communities to have space to learn and safety protocols have continuously supported our entire global team. The board has been in regular communication with our Chairman and CEO to monitor the steps and precautions in place to ensure the health and safety of all of our 35,000 employees, including those on the frontlines in our manufacturing facilities. Additionally, the board has received in-depth updates at its board meetings from our COVID-19 task force on additional actions to support our workforce, including:
Paid leave policies and bonus plans for certain production employees;
Pay protection policies for certain employees unable to work from home;
Employee family and well-being resources for physical, mental and financial health;
Launch of employee recognition, employee support and volunteer appreciation platforms; and
New policies and procedures being implemented for the safe returns to worksites.
grow.
29 |
Corporate Governance
CORPORATE GOVERNANCE
Overseeing Risk Management
Board The board oversees risk management related to the entire corporate enterprise, as informed by management updates and by the work of board committees. |
Committees The committees oversee risks within their respective areas of accountability and report back to the board. |
Management Management provides regular updates to the board and committees regarding the company’s risk exposures and mitigation effects. |
The full board is actively engaged in overseeing the company’s risk management. The board exercises its risk oversight throughout the year, both at the full board level and through its standing committees, which are comprised solely of independent directors. While the board and its committees oversee key risk areas, company management is charged with the day-to-day management of risk. The company has robust internal processes and an effective internal control environment that facilitate the identification and management of risks and regular communication with the board. These
processes include a robust enterprise risk management (ERM) program that is designed to identify and assess risks that may have a significant impact on our business, regular internal risk management meetings, a risk committee of senior management with ownership for strategic risks, operating risk owners with accountability for risk management activities, codes of conduct, a strong legal department and ethics and compliance office and a comprehensive internal and external audit process.
To ensure that the board fulfills its risk oversight role in a comprehensive and coordinated manner, the responsibility for overseeing specific aspects and areas of our risk management program areis purposefully assigned to the full board and board committees.
●The audit committeehas primary responsibility for reviewing and monitoring the company’s ERM program, which is designed to identify, manage and mitigate critical risks. Management provides ERM updates to the audit committee throughout the year to assist the committee in ensuring that the company has a robust ERM program that is operating effectively. The audit committee’s oversight of the company’s ERM program includes a review of the process for identifying and vetting possible risks, a review of the list of ERM risks identified by management and a summary of actions and strategies to mitigate ERM risks. The chair of the audit committee provides the full board with regular reports on the ERM program and any significant risks.program. We continue to enhance our ERM program to ensure that key strategic risks are identified and
|
●The audit, compensation, corporate governance, finance and public responsibility committeesare each responsible for overseeing risks consistent with the responsibilities of these committees. The board has mapped the list of ERM risks to the roles and objectives of the full board and board committees to ensure that all ERM risks are overseen by the board or the relevant committee. As new ERM risks are identified, the corporate governance committee makes a recommendation to the board on risk oversight responsibility for the new risks. The committee charters and agendas are updated and revised as necessary to clarify responsibility for overseeing specific risks. Each board committee reports to the full board on their particular risk oversight activities. The key responsibilities of each board committee are highlighted under Board Committees and Their Functions beginning on page 24.
●In addition to reviewing the ERM process and discussing key risks and mitigating activities, the full boarddiscusses risks related to the company’s annual financial plan at the beginning of each fiscal year, and risks related to business strategy during its
strategic planning meetings. Throughout the year, the board continues to address these risks in follow-up discussions. The full board also encourages management to promote a corporate culture that integrates risk management into the company’s corporate strategy and day-to-day business operations in a way that is consistent with the company’s targeted risk profile.CORPORATE GOVERNANCE
|
We also conduct an annual risk assessment of the company’s employee compensation policies and practices, including those that apply to our executive officers, to ensure that the policies and practices do not encourage excessive risk-taking in order to maximize
compensation. The compensation committee oversees the process, and Frederic W. Cook & Co., Inc. (“FW Cook”), the independent compensation consultant, participates in identifying and assessing risk.
The company believes that the board’s leadership structure, discussed in more detail beginning on pages 20–21,page 34, supports the risk oversight function of the board by providing for open communication between management and the board and including all directors in the risk oversight process. In addition, strong independent directors chair each of the board’s five committees, which provide in-depth focus on certain categories of risk.
30 | General Mills Inc. |
Representing ShareholdersCorporate Governance
The board is focused on ensuring the company takes appropriate steps to address areas of risk and opportunity where the company has the greatest environmental and social impact. The board has made it a priority to ensure sustainability, environmental and regeneration considerations and goals are reflected at all levels of the company. The company has worked to create a robust sustainability culture and has built the oversight structure set forth below to ensure it remains a priority. We continue to refine and enhance our sustainability program and governance to ensure appropriate oversight and accountability. To that end, last year we reorganized our sustainability and philanthropy programs under a unified global impact team positioning us to better govern, execute and communicate our Force for Good strategy and impact. We also expanded our executive-level oversight of global impact matters by adding our Chief Strategy and Growth Officer; Chief Human Resources Officer; Group President, North America Retail and Chief Communications Officer to our Global Impact Governance Committee.
SEE PAGES 10-11 FOR SUSTAINABILITY AND GLOBAL IMPACT HIGHLIGHTS
Public Responsibility Committee
In 1971, General Mills was one of the first large public companies to form a public responsibility committee of the board. Today, the public responsibility committee is responsible for overseeing, among other things, the company’s sustainability, environmental, climate and corporate social responsibility strategies, plans and objectives. The public responsibility committee receives regular updates from our Chief Sustainability and Global Impact officer on the company’s environmental, climate and regenerative agriculture initiatives and monitors the company’s progress against its global impact commitments.
Global Impact Governance Committee
The General Mills global impact governance committee, led by our Chairman and Chief Executive Officer, is responsible for our global responsibility programs. The purpose of the global impact governance committee is to establish, direct and oversee General Mills’ position on matters of significance to the company and its stakeholders concerning corporate social responsibility, environmental, climate and sustainability issues and philanthropy. The Chairman and Chief Executive Officer convenes the global impact governance committee, which consists of the Chairman and Chief Executive Officer; Chief Financial Officer; Chief Supply Chain Officer; Chief Innovation, Technology and Quality Officer; Chief Strategy and Growth Officer; Chief Human Resources Officer; Group President, North American Retail; Chief Communications Officer and the General Counsel and Secretary, at least three times per year. Our Chief Sustainability and Global Impact Officer is secretary of the global impact governance committee and attends all meetings.
Notice of 2022 Annual Meeting of Shareholders | 31 |
Corporate Governance
Global Impact Team
The company’s Global Impact team is led by our Chief Sustainability and Global Impact Officer who stewards the company’s sustainability, environmental, climate and regeneration work. The Chief Sustainability and Global Impact Officer reports to the Chief Strategy and Growth Officer and works closely with the Chief Supply Chain Officer and other key business leaders to develop, coordinate and execute programs to achieve company-wide sustainability targets.
32 | General Mills Inc. |
Corporate Governance
Representing Shareholders
One of the board’s primary roles is to represent the company’s shareholders. To fulfill this role, the board believes thatthe company must maintain a strong corporate governance should include year-round engagement program with its shareholders. To that end, the board has worked with management to develop a robust annual shareholder engagement program that includes management members from our investor relations, corporate governance, sustainability and executive compensation teams. As appropriate, our directors are also available to meet directly with shareholders. In most circumstances, our Independent Lead Director will serve as the board’s representative for any board-level engagement with investors. Feedback from our engagements with investors is shared directly with the board and its committees.
Shareholder Engagement Program
SUMMER | FALL | WINTER/SPRING |
●Publish annual report and proxy statement ●Active outreach with top investors to discuss important items to be considered at Annual Meeting ●Annual Meeting | ●Review results from the Annual Meeting ●Share investor feedback with board of directors and board committees ●Evaluate proxy season trends, corporate governance best practices, regulatory developments and our current practices | ●Active outreach with top investors to discuss corporate governance, executive compensation, environmental and social matters and other areas of interest ●Share investor feedback with board of directors and board committees ●Board of directors considers investor feedback received throughout the year |
Fiscal 2022 Shareholder Engagement
In fiscal 2020, as partThis year members of management and our Independent Lead Director engaged with many of our shareholder engagement efforts,largest shareholders on a variety of environmental, social and governance topics, including our board leadership structure, sustainability initiatives, regenerative agriculture program and racial equity.
MEETINGS Members of management and the board met with holders representing approximately 53% of our outstanding shares and 67% of our institutional ownership.
OUTREACH Our management team sought input from holders representing approximately 50% 56% of our outstanding shares and 68% 72% of our institutional ownership, and members of our management and the board met with holders representing approximatelyownership.
45% of our outstanding shares and 61% of our institutional ownership to discuss various matters, including company strategy and priorities, compensation, governance practices, sustainability and board refreshment and diversity.
33 |
Corporate Governance
34 | General Mills Inc. |
CORPORATE GOVERNANCECorporate Governance
Strong independent board leadership is essential to the effective operation of the board and to enable the board to fulfill its responsibilities. Our independent directors choose the board leadership structure that in their judgment best serves the interests of the company and its shareholders. Having the 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 consider and select the best leadership structure.
Current Leadership Structure
Jeffrey L. Harmening serves as the company’s Chairman and Chief Executive Officer, providing the organization with clear, consistent leadership, strategic vision and management accountability. Steve Odland serves as the board’s Independent Lead Director providing leadership for the independent directors and ensuring independent oversight of management and the affairs of the company. The board’s current leadership structure was unanimously adopted and approved by the board’s independent directors.
The board believes 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. This arrangement creates 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 board recognizes 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. Mr. Harmening has more than 20 years of leadership experience with General Mills and possesses a deep understanding of the company’s businesses and markets. As Chairman and Chief Executive Officer, Mr. Harmening is in the best position to apply his experience and expertise in assessing industry dynamics and guiding the board’s discussions of strategy and business performance.
Independent Lead Director
At any time when the board determines that the same individual should hold the positions of Chairman and Chief Executive Officer, orand at any time when the Chairman is not independent, the independent directors elect an Independent Lead Director. 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
Considerations in Selecting Lead Director are set forth below:
Reviews and approves board agendas with the Chairman;
Presides at all board meetings at which the Chairman is not present, including executive sessions of the independent directors (held at each board meeting), and informs the Chairman of issues considered and decisions reached during those sessions;
Facilitates effective and candid board discussions and communications to optimize board performance;
Meets regularly with the Chairman, serves as a liaison between the Chairman and the independent directors, and helps facilitate communications between the board and senior management;
Leads the board in setting forth and enforcing its expectations of ethical standards at the board and senior leadership levels;
Oversees board evaluations, and leads the board’s process for selecting his or her successor;
Advises the Chairman of the board’s informational needs and reviews and approves the types of information sent to the board;
Calls meetings of the independent directors, as needed, and sets agendas for executive sessions;
Monitors and coordinates with the Chairman and chair of the corporate governance committee on governance issues; and
CORPORATE GOVERNANCE
Serves as a board representative for consultation and direct communication with major shareholders.
Our Independent Lead Director is elected to serve for a three-year term, with the appointment ratified annually. SteveMr. Odland has served as the Independent Lead Director since September 2019. He was appointed by
Mr. Odland’s service as the board based on a thorough succession process led by our formerboard’s Independent Lead Director R. Kerry Clark. has provided leadership for the independent directors and ensured independent oversight of management and the affairs of the company.
Mr. Odland draws on his business leadership, corporate strategic planning and governance expertise to fosterprovide strong, independent board leadership and to ensure board effectiveness by fostering active discussion and collaboration among the independent directors on the board and to serveserving as an effective liaison with management. During his tenure, the board and management team have delivered strong results for our shareholders, developed and executed on our Accelerate strategy, reshaped our portfolio and organization, 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.
Our Independent Lead Director is elected by the independent directors to serve for a three-year term, which may be extended by one-year under certain circumstances. The appointment is ratified annually.
Sustainability and Social Responsibility
For over 150 years, General Mills has been making food the world loves while creating long-term value for society and our shareholders. Feeding a growing global population and the success of our business depends on a healthy planet. We have taken bold actions to advance sustainability, and we embrace our responsibility to help achieve a stable climate, clean water, healthy soil, strong ecosystems and thriving farming communities. An overviewPrimary Responsibilities of the company’s initiatives may be found in our annual Global Responsibility Report (available on our website at www.generalmills.com under the Responsibility section).Independent Lead Director
This year we continued our journey to move beyond simply sustaining our planet, and toward regenerating it. Our announced goal of advancing regenerative agriculture practices on one million acres of farmland by 2030 is our first major step in this process. Through regenerative agriculture, farmers will regenerate the soil they work on, reduce the amount of inputs and water used and lower greenhouse gas emissions through carbon sequestration.
In fiscal 2020, we also demonstrated our commitment to transparency through signing-on and working toward enhanced disclosures based on the Task Force on Climate-related Financial Disclosure principles and the standards developed by the Sustainability Accounting Standards Board for our industry.
Sustainability Leadership Structure
The board has made it a priority to ensure sustainability and regeneration are taken seriously at all levels of the company. The company has worked to create a robust sustainability culture and has built the oversight parameters set forth below to ensure it remains a priority.
Public Responsibility Committee: In 1971, General Mills was one of the first large public companies to form a public responsibility committee of the board. Today, among other things, the committee reviews and monitors strategy, policy and key investments related to sustainability, regeneration and other social responsibility initiatives.
Leadership Team: The General Mills leadership team has ultimate accountability for the company’s global responsibility, sustainability and regeneration programs. The Chairman and Chief Executive Officer convenes the sustainability governance committee,
● | Reviews and approves board agendas with the Chairman; | |
● | Presides at all board meetings at which the Chairman is not present, including executive sessions of the independent directors (held at each board meeting), and informs the Chairman of issues considered and decisions reached during those sessions; | |
● | Facilitates effective and candid board discussions and communications to optimize board performance; | |
● | Meets regularly with the Chairman, serves as a liaison between the Chairman and the independent directors, and helps facilitate communications between the board and senior management; | |
● | Leads the board in setting forth and enforcing its expectations of ethical standards at the board and senior leadership levels; | |
● | Interviews each independent director separately as part of the annual board evaluation process; | |
● | Advises the Chairman of the board’s informational needs and provides guidance on the types of information sent to the board; | |
● | Calls meetings of the independent directors, as needed, and sets agendas for executive sessions; and | |
● | Serves as a board representative for consultation and direct communication with major shareholders when appropriate. | |
|
Chief Sustainability & Social Impact Officer: The company’s Chief Sustainability & Social Impact Officer stewards the company’s sustainability and regeneration work, reporting to the Chief Supply Chain Officer, and working closely with the Vice President of Sourcing and other key business leaders to develop, coordinate and execute programs to achieve company-wide sustainability targets.
Enterprise Risk Management: Given the significant impact sustainability issues can have on the company, certain sustainability issues are also covered by the company’s enterprise risk management processes.
CORPORATE GOVERNANCECorporate Governance
Our Key Sustainability Priorities
While the company is focused on sustainability and regeneration efforts across our full value chain, our current key priorities are focused on climate change, sustainable sourcing, water stewardship and regenerative agriculture, which are all key to the long-term success of our business. As discussed below, the company has set ambitious goals in these areas, but remains on track to achieve them.
|
|
|
|
|
CORPORATE GOVERNANCE
Sustainability Highlights
Our sustainability efforts cover the full range of our supply chain – from sourcing ingredients to providing millions of meals through food donations. Our sustainability and corporate social responsibility
achievements, some of which are highlighted below, help us strengthen our business, brands and the communities we serve.
CORPORATE GOVERNANCE
Board Committees and Their Functions
The board has five standing committees that are each composed entirely of independent directors. A copy of each committee’s charter may be found on our website at www.generalmills.comin the Investors section under “Corporate Governance.” Assignments are rotated
periodically to ensure that each committee has an appropriate mix of tenure and experience. In fiscal 2020, Roger W. Ferguson was elected chair of the corporate governance committee and R. Kerry Clark was elected chair of the finance committee.
Audit Committee | ||||||||||
Members: | ||||||||||
| ||||||||||
| ||||||||||
| ||||||||||
| ||||||||||
|
|
| ||||||||
| ||||||||||
| ||||||||||
| ||||||||||
| ||||||||||
|
«Functions: Independent Lead Director Chairperson Member Financial Expert
Audit Committee
Number of meetings in fiscal 2020: Seven
Functions:
Oversees integrity, adequacy and effectiveness of internal control, audit and financial reporting processes;
Assesses and ensures the independence, qualifications and performance of our independent registered public accounting firm, selects the independent registered public accounting firm for the annual audit and approves the independent registered public accounting firm’s services and fees;
Meets with the independent registered public accounting firm, without management present, to consult with it and review the scope of its audit;
Oversees the company’s ethics and compliance program to ensure compliance with applicable laws,
● | Oversees integrity, adequacy and effectiveness of internal control, audit and financial reporting processes; |
● | Assesses and ensures the independence, qualifications and performance of our independent registered public accounting firm, selects the independent registered public accounting firm for the annual audit and approves the independent registered public accounting firm’s services and fees; |
● | Meets with the independent registered public accounting firm, without management present, to consult with it and review the scope of its audit; |
● | Oversees the company’s ethics and compliance program to ensure compliance with applicable laws, corporate policies and the company’s Employee Code of Conduct; |
● | Reviews and discusses with management the company’s annual risk assessment and the enterprise risk management program for identifying, assessing and managing key strategic and operational risks; |
● | Reviews and approves our annual audited financial statements before issuance, subject to the board of directors’ approval; |
● | Reviews and discusses with management the Audit Committee Report and recommends its inclusion in the proxy statement; and |
● | Reviews the performance of the internal audit function. |
Reviews and discusses with management the company’s annual risk assessment and the enterprise risk management program for identifying, assessing and managing key strategic and operational risks;
Reviews and approves our annual audited financial statements before issuance, subject to the board of directors’ approval;
Reviews and discusses with management the Audit Committee Report and recommends its inclusion in the Proxy Statement; and
Reviews the performance of the internal audit function.
CORPORATE GOVERNANCE
Financial Experts:
The board of directors has unanimously determined that (i) all audit committee members are financially literate under the NYSE listing standards and (ii) Ms. Henry, Mr. Clark, Mr. Cordani and Mr. Sprunk qualify as “audit committee financial experts” within the meaning of SEC regulations and have accounting or
related financial management expertise as required by the NYSE listing standards. Each member also met the independence standards for audit committee membership under the rules of the SEC during fiscal 2020.2022.
Compensation Committee | |
Members: David M. Cordani (Chair) C. Kim Goodwin Elizabeth C. Lempres Maria A. Sastre Jorge A. Uribe | Number of meetings in fiscal 2022: Four |
Functions:
● | Reviews compensation policies for executive officers and employees to ensure they align with our compensation philosophy and provide appropriate motivation for company performance and increased shareholder value; |
● | Reviews our culture, talent management and diversity, equity and inclusion policies and practices to ensure that they are appropriately designed to engage and inspire our teams; |
36 | General Mills Inc. |
Compensation CommitteeCorporate Governance
Number of meetings in fiscal 2020: Five
Functions:
Reviews compensation policies for executive officers and employees to ensure they align with our compensation philosophy and provide appropriate motivation for company performance and increased shareholder value;
Ensures our culture and human capital management policies and practices are appropriately designed to engage and inspire our teams;
Conducts performance reviews of the Chief Executive Officer;
Recommends compensation and equity awards for the Chief Executive Officer and approves them for other executive officers;
Recommends the compensation and equity awards for the independent directors;
Reviews and discusses with management an annual risk assessment of the compensation policies for executive officers and employees; and
Reviews and discusses with management the Compensation Committee Report and recommends its inclusion in the Proxy Statement.
● | Conducts performance reviews of the Chief Executive Officer; |
● | Recommends compensation and equity awards for the Chief Executive Officer and approves them for other executive officers; |
● | Recommends the compensation and equity awards for the independent directors; |
● | Reviews and discusses with management an annual risk assessment of the compensation policies for executive officers and employees; and |
● | Reviews and discusses with management the Compensation Committee Report and recommends its inclusion in the proxy statement. |
Each member met the independence standards for compensation committee membership under the listing standards of the NYSE during fiscal 2020.
Corporate Governance Committee
Number of meetings in fiscal 2020: Five
Functions:
Monitors and recommends changes in the organization and procedures of the board, including committee appointments and corporate governance policies;
Develops policy on composition, participation and size of the board as well as tenure and retirement of directors;
Recommends candidates for election to the board and evaluates continuing service of incumbent directors;
Oversees the annual board self-evaluation process; and
Reviews and approves transactions between General Mills and related persons.
Finance Committee
Number of meetings in fiscal 2020: Three
Functions:
Reviews financial policies and objectives, including capital allocation and dividend policy;
Reviews changes in our capital structure, including debt issuances, common stock sales, share repurchases and stock splits;
Reviews significant capital investments, acquisitions and divestitures;
Reviews the annual business plan and related financing implications; and
Reviews financial risk management strategies, including the use of derivatives.
2022.
Corporate Governance Committee | ||||||
Members: Maria A. Sastre (Chair) C. Kim Goodwin Jo Ann Jenkins Diane L. Neal | Number of meetings in fiscal 2022: Four |
Functions:
● | Monitors and recommends changes in the organization and procedures of the board, including committee appointments and corporate governance policies; |
● | Develops policy on composition, participation and size of the board as well as tenure and retirement of directors; |
● | Recommends candidates for election to the board and evaluates continuing service of incumbent directors; |
● | Oversees the annual board self-evaluation process; and |
● | Reviews and approves transactions between General Mills and related persons. |
Finance Committee | |
Members: Maria G. Henry Steve Odland | Number of meetings in fiscal 2022: Four |
Functions:
● | Reviews financial policies and objectives, including capital allocation and dividend policy; |
● | Reviews changes in our capital structure, including debt issuances, common stock sales, share repurchases and stock splits; |
● | Reviews significant capital investments, acquisitions and divestitures; |
● | Reviews the annual business plan and related financing implications; and |
● | Reviews financial risk management strategies, including the use of derivatives. |
Public Responsibility Committee | |
Members: Eric D. Sprunk (Chair) Jo Ann Jenkins Diane L. Neal Steve Odland Jorge A. Uribe | Number of meetings in fiscal 2022: Three |
Notice of | 37 |
Corporate Governance
Functions:
● | Reviews policies and |
● | Oversees public policy issues affecting General Mills, including nutrition, marketing and advertising; |
● | |
● | Evaluates our relationships with external constituencies and stakeholders, and oversees the reputation and standing of our corporate brand; |
● | Reviews our policies governing political contributions and our record of contributions; and |
● | Monitors our charitable giving and volunteer work. |
CORPORATE GOVERNANCE
Public Responsibility Committee
Number of meetings in fiscal 2020: Three
Functions:
Reviews policies and procedures related to food and human safety;
Oversees public policy issues affecting General Mills, including nutrition, marketing and advertising;
Monitors our corporate social responsibility and sustainability strategies, plans and objectives;
Evaluates our relationships with external constituencies and stakeholders, and oversees the reputation and standing of our corporate brand;
Reviews our policies governing political contributions and our record of contributions; and
Monitors our charitable giving and volunteer work.
Director Attendance
Directors are expected to attend all board and committee meetings, as well as the annual meetings of shareholders, absent exigent circumstances. All of our directors in office at the time attended the 20192021 Annual Meeting of Shareholders. During fiscal 2020,2022, the board
of directors met 56 times and various committees of the board met a total of 2322 times. All directors attended at least 75 percent75% of the aggregate total meetings of the board and board committees on which they served during fiscal 2020.
2022.
General Mills Inc. |
CORPORATE GOVERNANCECorporate Governance
Annual Board and Committee Evaluation Process
The board recognizes that a robust and constructive evaluation process is an essential part of good corporate governance and board effectiveness. The evaluation processes utilized by the board are designed to assess board and committee effectiveness as well as individual director performance and contribution levels. The corporate governance committee considers the results of the annual evaluations in connection with its review of director nominees to ensure the board continues to operate effectively. The evaluation results
are also used to provide feedback to individual directors. In keeping with our robust evaluation process, in fiscal 2020,2022, in addition to written board and committee evaluations, our Independent Lead Director conductedthe board utilized the services of a third-party corporate governance expert to conduct individual director interviews. These interviews yielded valuable information for the Chairman, Independent Lead Director and corporate governance committee to consider during the board evaluation process and on a go-forward basis to enhance board effectiveness.
Board Evaluations
|
| Frequency | Process |
| ||||
| Annual |
| ||||||
|
|
|
|
| ||||
| : Board members complete written board self-evaluations which: (a) provide for quantitative ratings of key board priorities and the operation of the board and (b) seek subjective feedback on areas for improvement. |
|
|
| ||||
| ||||||||
| ||||||||
|
| |||||||
|
Committee Evaluations
Senior Management | Annual | |||
All Directors | Annual (except if independent consultant is used) | Board Interviews: The Independent Lead Director interviews each board member to elicit additional in-depth feedback on board and individual director performance that is not always available through the written evaluations. | ||
All Directors | Every 3-4 years | Consultant interviews: A third-party governance expert conducts in-depth interviews with each director. The use of a third-party facilitator provides an outside perspective on board culture and individual director performance. | ||
Performed By | Frequency | Process | Results | |||
All Members of Each Committee | ||||||
| Annual |
| ||||
| Committee members complete committee self-evaluations which: (a) provide for quantitative ratings of each board committee and (b) seek subjective feedback on areas for committee improvement. | |||||
|
|
Notice of |
CORPORATE GOVERNANCECorporate Governance
Board Independence and Related Person Transactions
Director Independence Determination
The cornerstone of our corporate governance program is an independent and qualified board of directors. The board has established guidelines consistent with the current listing standards of the NYSE for determining director independence. You can find these guidelines in our corporate governance principles, which are posted on our website at www.generalmills.comin the Investors section.
Director affiliations are regularly reviewed to ensure there are no relationships that might impair a director’s independence. Transactions reviewed but deemed not to impair independence include: premiums for pharmacy benefit management services and related products paid by the company to Express Scripts, a subsidiary of Cigna Corporation, and company debt
securities held by Cigna Corporation, where Mr. Cordani serves as President and Chief Executive Officer; and company debt securities held by TIAA, where Mr. Ferguson serves as PresidentChairman and Chief Executive Officer. The board determined that these transactions were conducted in the ordinary course of our business, were not required to be disclosed under NYSE listing standards, and given the nature and amount of payments involved, did not create a material relationship that would impair either director’s independence.
Based on this review, the board has affirmatively determined that all non-employee directors are independent under our guidelines and as defined by NYSE listing standards.
Related Person Transaction Policy and Process
Our board of directors has adopted a written policy for reviewing and approving transactions between the company and its related persons, including directors, director nominees, executive officers, 5 percent5% shareholders and their immediate family members or affiliates. The policy applies to:
Allto all financial transactions, arrangements or relationships involving more than $100,000;
Transactions in which the company, or one of its affiliates, is a participant; andwhich:
Transactions in which a related person could have a direct or indirect interest.
● | The company, or one of its affiliates, is a participant; and |
● | A related person could have a direct or indirect material interest. |
The policy does not apply to certain compensation payments that have been approved by the
compensation committee or disclosed in the Proxy Statement, transactions that are available to all other shareholders or employees on the same terms or transactions with an entity where the related person’s interest is only as a director or a less than 10 percent10% owner.
The board has delegated to our corporate governance committee the authority to review potential or existing related person transactions. The corporate governance committee will only approve or ratify those transactions that are determined to be consistent with the best interests of the company and its shareholders, and that comply with applicable policies, codes of conduct and legal restrictions.
Codes of Conduct for Directors and Employees
We have adopted a code of conduct applicable to all employees, including our principal executive officer, principal financial officer and principal accounting officer, and a code of conduct applicable to our directors. The codes of conduct promote a company culture based on ethical behavior, integrity and responsibility. They are available on our website at www.generalmills.comin the Responsibility section under “Ethics and Integrity” and the Investor section under “Corporate Governance.”
The audit committee of the board of directors has established procedures for employees, shareholders, vendors and others to communicate concerns about our ethical conduct or business practices, including accounting, internal controls or financial reporting issues, to the audit committee, which has responsibility for these matters.
CORPORATE GOVERNANCE
Shareholder Director Nominations
The corporate governance committee is responsible for recommending candidates for election to our board of directors. For more information on overall board-
compositionboard-composition guidelines and selection criteria for individual directors, see Proposal Number 1 – Election of Directors beginning on page 6.16.
40 | General Mills Inc. |
Corporate Governance
Shareholder Recommendations
The corporate governance committee will consider and evaluate shareholder-recommended candidates by applying the same criteria used to evaluate director-recommended candidates. If the corporate governance committee decides the candidate is suitable for board membership, the corporate governance committee will make a recommendation to the board of directors for its approval to include the candidate in the slate of directors nominated for election by shareholders in the Proxy Statement. During fiscal 2020,2022, we received no director recommendations from our shareholders.
Shareholders who wish to suggest a candidate for our board of directors may submit a written recommendation to the Board of Directors, c/o Corporate Secretary, General Mills, Inc., P.O. Box 1113, Minneapolis, Minnesota 55440, along with the
shareholder’s name, address and the number of General Mills shares beneficially owned; the name of the candidate being recommended and the number of General Mills shares beneficially owned by the candidate; the candidate’s biographical information describing experience and qualifications; a description of all agreements, arrangements or understandings between the shareholder and candidate being recommended; and the candidate’s consent to serve as a director, if elected. The corporate governance committee may request that the shareholder provide certain additional information. For the board to consider a candidate for nomination at the 20212023 Annual Meeting, shareholders must submit the required information to the Corporate Secretary by the close of business on April 12, 2021.
10, 2023.
Shareholder Nominations – Advance Notice
Under our by-laws, shareholders may also nominate a candidate for election at an annual meeting of shareholders. Our annual meeting typically will be held on the third or fourth Tuesday in September. Shareholders who intend to present a nomination at our 20212023 Annual Meeting are required to notify the Corporate Secretary in writing and provide the
information described in our by-laws no earlier than the close of business on May 25, 2021,30, 2023, and no later than the close of business on June 24, 2021.29, 2023. Director nominees submitted through this process will be eligible for election at the 20212023 Annual Meeting, but will not be included in proxy materials sent to shareholders prior to the meeting.
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.
Shareholder Nominations – Proxy Access
Under our by-laws, a shareholder, or a group of up to 20 shareholders, that has continuously owned for three years at least three percent3% of our outstanding common stock, generally may nominate and include in our proxy materials up to the greater of two directors or 20 percent20% of the number of directors in office as of the deadline for proxy access nominations. Shareholder(s) and nominee(s) must satisfy the requirements specified in the by-laws. For eligible shareholders to include in
our proxy materials nominees for the 20212023 Annual Meeting, proxy access nomination notices must be received by the Corporate Secretary no earlier than the close of business on March 12, 202110, 2023 and no later than the close of business on April 12, 2021.10, 2023. The notice must contain the information required by the by-laws. Our by-laws may be found on our website located at www.generalmills.comin the “Investors” section under “Corporate Governance.”
CORPORATE GOVERNANCE
The board of directors welcomes comments and questions. Interested parties may directly contact any of our directors, any committee of the board, the board’s independent directors as a group, the Independent Lead Director or the board generally, by writing to them at General Mills, Inc., P.O. Box 1113, Minneapolis, Minnesota 55440 or via e-mail at boardofdirectors@genmills.com. The board of directors has instructed the Corporate Secretary to distribute communications to the director or directors, after
ascertaining whether the communications are appropriate to duties and responsibilities of the board. The board has requested that the Corporate Secretary not forward the following types of communications: general surveys and mailings to solicit business or advertise products; job applications or resumes; product inquiries or complaints; new product suggestions; or any material that is threatening, illegal or that does not relate to the responsibilities of the board.
41 |
DIRECTOR COMPENSATIONDirector Compensation
We structure director compensation to attract and retain qualified independent directors and to further align the interests of directors with the interests of shareholders. The compensation committee annually reviews surveys of independent director compensation trends and a competitive analysis of peer company
practices prepared by the independent compensation consultant. The committee makes recommendations to the board of directors on compensation for our independent directors, including their retainers and annual equity awards. Each component of director compensation is described in this section.
Annual Retainers
IndependentIn fiscal 2022, independent directors each receivereceived an annual retainer of $75,000.
$90,000, an increase of $15,000 from fiscal 2021. The Independent Lead Director receivesreceived an additional $30,000. The Independent Lead Director does not receive any additional fees for chairing a committee in addition to serving as the Independent Lead Director.
The chair of the audit committee and the chair of the compensation committee receivereceived an additional
|
$25,000, an increase of $5,000 from fiscal 2021, chairs of the other committees received an additional $20,000, an increase of $5,000 from fiscal 2021, and other audit committee members received an additional $5,000. Following a review of director compensation levels in our compensation peer group led by FW Cook, the compensation committee’s independent compensation consultant, the board approved the fiscal 2022 retainer increases to keep our independent director compensation market competitive. This was the first increase in non-employee director pay since fiscal 2016. We do not pay any additional fees for attending or chairing a meeting.
We pay annual retainers in quarterly installments. Directors can elect to have their retainers paid in cash or common stock.
Restricted Stock Units
Each independent director receives approximately $180,000 in restricted stock units (“RSUs”) upon attending his or her first board meeting and upon each re-election.
reelection. The number of RSUs is determined based on the closing price of our common stock on the NYSE on the date of the grant.
The RSUs generally vest at the next annual meeting of shareholders. Directors who leave the board prior to vesting forfeit their RSUs. In the event an active director dies, his or her RSUs fully vest.
RSUs earn amounts equivalent to the regular dividend payments on our common stock. Dividend equivalents will be paid only to the extent the underlying RSUs vest.
F22 NON-EMPLOYEE DIRECTOR COMPENSATION | F22 ADDITIONAL ANNUAL CASH RETAINERS | |||||||
Independent Lead Director | $30,000 | |||||||
Committees | Chair | Member | ||||||
Audit | $25,000 | $5,000 | ||||||
Compensation | $25,000 | |||||||
Corporate Governance | $20,000 | |||||||
Finance | $20,000 | |||||||
Public Responsibility | $20,000 |
Stock Ownership Policy
A substantial portion of independent director compensation is linked
● | Independent directors may defer their annual retainers and RSUs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
● | 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,
Director Compensation for Fiscal The fiscal
PROPOSAL NUMBER 2: Approval of the 2022 Stock Compensation Plan
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.”
The following table shows certain information about all outstanding equity awards from previously approved stock plans as of July 29, 2022:
Proposal Number 2: Approval of the 2022 Stock Compensation Plan The 2022 Plan reflects best practices in equity compensation and corporate governance. Highlights from the 2022 Plan are as follows:
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.
Proposal Number 2: Approval of the 2022 Stock Compensation Plan
Full Value Awards (Performance Share Units, Performance Units, Restricted Stock and Restricted Stock Units settled in
2022 Stock Compensation Plan
Proposal Number 2: Approval of the 2022 Stock Compensation Plan
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 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 Application of Section 16. Special rules may apply in the case of participants subject to Section 16(b) of the Securities Exchange Act of Taxable ordinary income recognized by a participant upon exercise of a Stock Option or Stock Appreciation Right; lapse of restrictions on The company’s intent is that awards issued under the 2022 Plan either comply with or are exempt from Section 409A of
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 shareholders.
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:
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.
Advisory Vote on Executive Compensation
Compensation Discussion 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 Executive Compensation At-A-Glance Fiscal 2022 Named Executive Officers
Our fundamental financial goal is to generate
challenging environment.
Financial Highlights that Align with Our Pay for Performance
Executive Compensation
Market Trends and Shareholder Feedback
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:
Executive Compensation Program Design Elements of Total Direct Compensation and Alignment with Performance Measures Our executive compensation program is designed to incent our 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
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.
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.
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 current and historical performance. With the guidance of the independent compensation consultant, the board
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
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,
Achievement on the annual company performance measures and, as applicable, business segment results account for 80% of each How We Set Goals For fiscal
For fiscal In particular, this year’s operating plan was based on the following key
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 Overall, our company performance in fiscal
uncertain year. FISCAL
How We Evaluate Individual Performance Individual 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.
Annual Incentive Award 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 NEOs received annual incentive awards ranging from
The Business Achievement and Individual Achievement percentages can range from 0 – 200%.
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. PSUs granted in fiscal
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 Payouts can vary from Each PSU earned is settled with a share of the company’s common stock following the completion of the three-year performance period.
How We Measure Performance Against Goals The table below summarizes our company performance against the performance measures for the fiscal
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.
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.
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 Perquisites We provide our executives with limited perquisites counseling benefit. See Perquisites and Other Personal Benefits on page 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
Executive Compensation Fiscal 2022 CEO Compensation Actions Jeffrey L. Harmening Chairman and Chief Executive Officer
Compensation Decisions
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:
Executive Compensation
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.
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
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 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 The compensation committee used the following selection criteria in determining our industry peer group:
OUR INDUSTRY PEER GROUP
Executive Compensation How We Use Our Industry Peer Group
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.
Key Policies – Supplemental Information
Stock Ownership Policy Long-term stock ownership is deeply engrained in our executive culture and
provided on pages 87-88.
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.
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.
company. The compensation committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and 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 29, 2022. SUBMITTED BY THE COMPENSATION COMMITTEE David M. Cordani, Chair
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
Executive Compensation
Executive Compensation
Grants of Plan-Based Awards for Fiscal
Outstanding Equity Awards at 2022 Fiscal Year-End The following table summarizes the outstanding equity awards as of May 29,
Executive Compensation
Option Exercises and Stock Vested for Fiscal 2022 The following table summarizes the option awards exercised and RSUs vested during fiscal
Executive Compensation Pension Benefits The company maintains two defined benefit pension plans that include NEOs:
|