UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 24, 2019
GENERAL MILLS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 001-01185 | 41-0274440 | ||
(State of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
Number One General Mills Boulevard Minneapolis, Minnesota | 55426 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (763)764-7600
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Common Stock, $.10 par value | GIS | New York Stock Exchange | ||
Floating Rate Notes due 2020 | GIS20A | New York Stock Exchange | ||
2.100% Notes due 2020 | GIS20 | New York Stock Exchange | ||
1.000% Notes due 2023 | GIS23A | New York Stock Exchange | ||
1.500% Notes due 2027 | GIS27 | New York Stock Exchange |
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter). ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 24, 2019, Elizabeth C. Lempres was appointed to the Board of Directors of General Mills, Inc. (the “Company”). The Board has determined that Ms. Lempres qualifies as an independent director in accordance with the New York Stock Exchange Listing Standards. Ms. Lempres was appointed to the Audit Committee and the Finance Committee of the Board. The size of the Company’s Board is now thirteen directors.
Ms. Lempres’ compensation for Board service is consistent with the arrangements described in the Company’s definitive proxy statement filed on August 13, 2018, under “Director Compensation,” including a grant to Ms. Lempres of restricted stock units with a grant date fair value of approximately $180,000 at her first board meeting.
Item 8.01 | Other Events. |
Elizabeth C. Lempres’ biographical information is furnished in the press release attached hereto as Exhibit 99.1.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
99.1 | Press release of General Mills, Inc. dated June 25, 2019. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 27, 2019
GENERAL MILLS, INC. | ||
By: | /s/ Richard C. Allendorf | |
Name: Richard C. Allendorf | ||
Title: General Counsel and Secretary |