DEF 14A of General Mills Inc, Aug 14, 2023

DEF 14A of General Mills Inc

Filed Aug 14, 2023 · FY20230001308179-23-000968

Open on EDGAR

  1. Election of Directors

    Election of Directors

  2. Election of Directors

    | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE. |

  3. Election of Directors

    | 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. | | | INDEPENDENCE | | | GENDER | | | ETHNIC DIVERSITY | | | AGE | | | TENURE (AVERAGE TENURE: 7 YEARS) | |

  4. Frequently Requested Information

    | Annual Board and Committee Evaluation Process | 40 | | Board Leadership Structure | 35 | | Overseeing Sustainability and Global Impact | 32 | | CEO Pay Ratio | 69 | | Robust Clawback Policy | 57 | | Director Independence Determination | 41 | | Independent Director Stock Ownership Policy | 80 |

  5. 2023 Director Nominees

    2023 Director Nominees

  6. 2023 Director Nominees

    | R. Kerry Clark Age 71 Independent Director Since 2009 Committees AUDIT, FINANCE (CHAIR) Other Public Directorships ELEVANCE HEALTH, INC. (FORMERLY ANTHEM, INC.) TEXTRON, INC. AVNET, INC. (2012–2019) | C. Kim Goodwin Age 64 Independent Director Since 2022 Committees COMPENSATION, CORPORATE GOVERNANCE Other Public Directorships TJX COMPANIES, INC. POPULAR, INC. | | 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 | 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 |

  7. 2023 Director Nominees

    | 20 | General Mills, Inc. |

  8. 2023 Director Nominees

    | Jeffrey L. Harmening Age 56 Director Since 2017 Other Public Directorships THE TORO COMPANY | Maria G. Henry Age 57 Independent Director Since 2016 Committees AUDIT (CHAIR), FINANCE Other Public Directorships NIKE, INC. | | 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 more than 25 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 | | | | Maria G. Henry served as Executive Vice President and Senior Advisor of Kimberly-Clark Corporation until her retirement in 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 |

  9. 2023 Director Nominees

    | Notice of 2023 Annual Meeting of Shareholders | 21 |

  10. 2023 Director Nominees

    | Jo Ann Jenkins Age 65 Independent Director Since 2020 Committees CORPORATE GOVERNANCE, PUBLIC RESPONSIBILITY Other Public Directorships AVNET, INC. | Elizabeth C. Lempres Age 62 Independent Director Since 2019 Committees AUDIT, COMPENSATION (CHAIR) Other Public Directorships TRAEGER, INC. AXALTA COATING SYSTEM LTD. (2017–2022) | | 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 | | | | 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 and talent committee. Key Skills, Qualifications and Experience Senior Executive Leadership Industry Focus Accounting and Financial Experience Global Experience Governance Expertise |

  11. 2023 Director Nominees

    | 22 | General Mills, Inc. |

  12. 2023 Director Nominees

    | Diane L. Neal Age 67 Independent Director Since 2018 Committees CORPORATE GOVERNANCE, PUBLIC RESPONSIBILITY Other Public Directorships FOSSIL GROUP, INC. (2012–2022) | Steve Odland, Independent Lead Director Age 64 Independent Director Since 2004 Committees FINANCE, 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 | 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 and a member of the Advisory Board 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 |

  13. 2023 Director Nominees

    | Notice of 2023 Annual Meeting of Shareholders | 23 |

  14. 2023 Director Nominees

    | Maria A. Sastre Age 68 Independent Director Since 2018 Committees COMPENSATION, CORPORATE GOVERNANCE (CHAIR) Other Public Directorships O’REILLY AUTOMOTIVE, INC. KALERA PLC (2021–2023) | Eric D. Sprunk Age 59 Independent Director Since 2015 Committees AUDIT, PUBLIC RESPONSIBILITY (CHAIR) Other Public Directorships BOMBARDIER INC. NORDSTROM, INC. | | 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 | 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 |

  15. 2023 Director Nominees

    | 24 | General Mills, Inc. |

  16. 2023 Director Nominees

    | Jorge A. Uribe Age 66 Independent Director Since 2016 Committees COMPENSATION, PUBLIC RESPONSIBILITY Other Public Directorships INGREDION INCORPORATED GRUPO ARGOS AS | | 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 |

  17. 2023 Director Nominees

    | Notice of 2023 Annual Meeting of Shareholders | 25 |

  18. 2023 Director Nominees

    | 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 | | Active and Engaged Board | 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 | | Shareholder Rights | 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 |

  19. 2023 Director Nominees

    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.com in the Investors section). The board’s key responsibilities and priorities include:

  20. 2023 Director Nominees

    | 26 | General Mills, Inc. |

  21. Director Compensation

    Director 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 and talent committee annually reviews surveys of independent director compensation trends and a competitive analysis of peer company practices prepared by the independent compensation consultant. The compensation and talent 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.

  22. F23 NON-EMPLOYEE DIRECTOR COMPENSATION

    F23 NON-EMPLOYEE DIRECTOR COMPENSATION

  23. Director Compensation

    Director Compensation

  24. Director Compensation for Fiscal 2023

    Director Compensation for Fiscal 2023 The fiscal 2023 compensation of our independent directors is shown in the following table.

  25. Director Compensation for Fiscal 2023

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | R. Kerry Clark | 115,000 | 180,033 | 295,033 | | David M. Cordani | 101,250 | 180,033 | 281,283 | | C. Kim Goodwin | 90,000 | 360,048 | 450,048 | | Maria G. Henry | 115,000 | 180,033 | 295,033 | | Jo Ann Jenkins | 90,000 | 180,033 | 270,033 | | Elizabeth C. Lempres | 113,750 | 180,033 | 293,783 | | Diane L. Neal | 90,000 | 180,033 | 270,033 | | Steve Odland | 120,000 | 180,033 | 300,033 | | Maria A. Sastre | 110,000 | 180,033 | 290,033 | | Eric D. Sprunk | 115,000 | 180,033 | 295,033 | | Jorge A. Uribe | 90,000 | 180,033 | 270,033 |

  26. Director Compensation for Fiscal 2023

    | (1) Includes the annual retainer for each director and additional fees for directors who serve as the Independent Lead Director, chair a committee or who serve on the audit committee. Retainers were paid in cash, except Mr. Cordani, Ms. Henry and Mr. Uribe who each received their entire retainer in common stock (1,245, 1,410 and 1,103 shares respectively). Shares issued in lieu of a cash retainer were valued at the closing sales price of our common stock on the NYSE on the quarterly retainer payment dates. | | (2) Includes the grant date fair value for 2,309 RSUs granted to each director upon reelection in fiscal 2023, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718). The grant date fair value is based on $77.97 per share, the closing price of our common stock on the NYSE on the grant date, September 27, 2022. For Ms. Goodwin, includes the grant date fair value for an additional 2,534 RSUs granted to her upon her attendance at her first board meeting on June 27, 2022. The grant date fair value is based on $71.04 per share, the closing price of our common stock on the NYSE on that date. At fiscal year-end, each independent director had 2,309 unvested RSUs. |

  27. Director Compensation for Fiscal 2023

    | 44 | General Mills, Inc. |

  28. Compensation Policies and Practices

    | Robust Compensation Program Governance | ●Clawback policy ●Tally sheets reviewed in connection with compensation decision making ●Annual risk assessment of pay programs ●Double-trigger change in control vesting provisions ●Fully independent compensation consultant ●Executive session at each compensation and talent committee meeting ●No employment contracts for NEOs ●No excise tax gross ups | | Alignment between Pay and Performance | ●PSUs granted to all NEOs and other company officers ●Significant percentage of executive compensation is variable based on company performance ●Challenging quantitative company performance measures aligned with strategic priorities | | Stock Ownership Best Practices | ●Rigorous stock ownership requirements ●No officer or director hedging or pledging of company stock ●No payment of dividend equivalents on unvested equity awards ●No repricing or back dating of options | | Shareholder Accountability | ●Annual say-on-pay vote ●Direct engagement with shareholders |

  29. Compensation Policies and Practices

    Market Trends and Shareholder Feedback Our executive compensation team and the compensation and talent committee’s independent consultant discuss market trends, investor expectations and shareholder feedback on executive compensation matters with the compensation and talent committee on a regular basis. In fiscal 2022, the compensation and talent committee added a relative TSR modifier to PSU awards for all officers to further align our long-term incentives with returns to shareholders. PSUs continue to make up 50% of our long-term incentive grants for NEOs. The remaining 50% of our long-term incentive is comprised of 25% RSUs and 25% stock options.

  30. Compensation Philosophy

    | ● | Compensation design supports our business strategy: Our compensation program is closely aligned with our long-term growth model and strategic priorities. Incentive performance measures closely track our externally communicated financial objectives, and long-term incentives create significant alignment between the interests of our executives and those of our shareholders. | | ● | Pay is performance-based: A significant percentage of our NEOs’ compensation is at risk and variable based on the annual and long-term performance of the company. | | ● | Compensation opportunities are competitive: Given that the competition for talent in the consumer packaged goods industry is intense, the compensation opportunities for each NEO have been designed to ensure that they are competitive with our industry peer group. |

  31. Executive Compensation Program Design

    | Percentage Of CEO Target Compensation | Total Direct Compensation Element | Pay Element | Performance Measure | Strategy and Performance Alignment | | | BASE SALARY | Cash | ●Individual performance and contributions based on scope and complexity of role | ●Positioned within a reasonable range of market median based on individual performance and contributions | | | ANNUAL INCENTIVE | Cash-based award | Company Performance (80%) ●Organic net sales growth* ●Adjusted operating profit growth* Individual Performance (20%) | ●Rewards and recognizes annual accomplishment of key financial objectives ●Corporate performance measures aligned with long-term growth model | | | LONG-TERM INCENTIVE | | | | | | | Performance Share Units | Three-year cliff vesting and Three-year measurement period ●Organic net sales growth* (Compound Annual Growth Rate (“CAGR”)) ●Cumulative operating cash flow ●+/- 25% Relative TSR Modifier | ●Performance metrics align with key elements for delivering growth and creating value for shareholders | | | | Stock Options | Four-year cliff vesting | ●Ultimate value tied to stock price appreciation | | | | Restricted Stock Units | Four-year cliff vesting | ●Ultimate value tied to TSR |

  32. Executive Compensation Program Design

    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 three-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 RSUs, 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.

  33. Executive Compensation Program Design

    | ● | Performance Share Units: Can be rendered worthless if company performance for any three-year period is below threshold. | | ● | Stock Options: Have no value if the company’s common stock price does not appreciate prior to expiration of the stock options. | | ● | Restricted Stock Units: Value can decline significantly from the grant date if the company performs poorly and its common stock price falls. |

  34. Annual Incentive Award

    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 their base salary, which is expressed as a target incentive percentage. Annual incentive awards can vary greatly from year to year based on achievement of the annual company performance measures, business segment results and individual performance ratings. Annual incentive awards range from 0% to 200% of target, with a 100% of target award for on-target performance. How We Establish Target Opportunities In establishing the target incentive percentage opportunities for the NEOs, our compensation and talent committee and the board consider a number of factors, including the NEO’s level of responsibility, size and complexity of role, a reasonable range of median levels for similarly situated officers within the industry peer group and other factors related to the scope of the NEO’s responsibilities. How We Select Performance Measures Achievement on the annual company performance measures and, as applicable, business segment results account for 80% of each NEO’s annual incentive award payout. For the annual company performance measures, the assessment of company performance for each year is based on goals set forth in the annual corporate operating plan that is approved by the board before the start of the fiscal year in May. The annual corporate operating plan aligns with our corporate strategy, long-term commitment to shareholders and expected peer and industry performance. As a result, the goals established for our annual company performance measures are closely aligned with our annual corporate operating plan and the financial objectives we communicate to investors. Annual company performance measures for fiscal 2023 consisted of two equally weighted measures: organic net sales growth and adjusted operating profit growth. How We Set Goals For fiscal 2023, the compensation and talent committee approved the performance goals for target payout noted in the table below, as well as for threshold and maximum incentive payout. The goals were set at levels appropriate to incent and reward management for meeting or exceeding our annual plans and strategic priorities. To ensure that the annual company performance goals are appropriately challenging, the compensation and talent committee tests and evaluates the goals in the context of several factors, including:

  35. Annual Incentive Award

    | ● | Financial performance goals that are consistent with the achievement of our long-term goals for delivering top-tier shareholder returns; | | ● | The likelihood and probability of achieving various levels of performance based on historical results and expected peer and industry performance. This year, the board and committee devoted significant time to discussing, understanding and anticipating the volatile operating environment, including input cost inflation and supply chain disruptions and the financial health of our consumers; | | ● | The annual incentive metrics, program design and financial performance of peer companies; and | | ● | Our expected performance relative to peer companies. |

  36. Annual Incentive Award

    | Notice of 2023 Annual Meeting of Shareholders | 51 |

  37. Annual Incentive Award

    Fiscal 2023 Goals and Performance For fiscal 2023, the compensation and talent committee once again set annual performance goals in line with our annual corporate operating plan. This year’s plan reflected the macro uncertainties around the operating environment, including accelerating inflation that our customers, consumers, and suppliers faced and dynamic supply chain issues, and the balance of at-home versus away-from-home consumer food demand caused by the pandemic. In particular, this year’s operating plan was based on the following key assumptions:

  38. Annual Incentive Award

    | ● | At-home food consumption would moderate off of fiscal 2022 levels, but remain elevated versus pre-pandemic levels; | | ● | We would experience a significant increase in inflation, which would increase input costs and decrease profitability compared to fiscal 2022 levels; and | | ● | Supply chain disruptions would continue to exacerbate an already dynamic sales and profit environment. |

  39. Annual Incentive Award

    In setting fiscal 2023 goals, the board and compensation and talent committee recognized the continuing uncertainty created by accelerating inflation, supply chain disruptions, the relative balance of at-home versus away-from-home consumer demand caused by the pandemic and the volatile operating environment. They set challenging fiscal 2023 goals for organic net sales growth that reflected expectations consistent with our annual corporate operating plan and key assumptions for at-home food consumption across the company’s core markets and demand for away-from-home food consumption. The fiscal 2023 goals for adjusted operating profit growth also challenged management to maintain profitability while offsetting higher input and supply chain costs and continuing to invest in key capabilities. Each of these goals exceeded the targets in place for fiscal 2022 performance, which challenged management to execute effectively even as market uncertainties continued and new ones emerged. Overall, our company performance in fiscal 2023 was strong and we were able to significantly exceed the business objectives, financial expectations and annual company performance measures that were set at the beginning of the fiscal year. We were able to achieve our robust results through adapting in a 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. The annual incentive rating for fiscal 2023 reflects the exceptional leadership of our senior leadership team and resulting strong performance in a highly challenging and uncertain year.

  40. FISCAL 2023 PERFORMANCE AGAINST ANNUAL PERFORMANCE GOALS

    FISCAL 2023 PERFORMANCE AGAINST ANNUAL PERFORMANCE GOALS

  41. FISCAL 2023 PERFORMANCE AGAINST ANNUAL PERFORMANCE GOALS

    | Annual Performance Measure and Weighting | Target | Actual Performance(2) | Award Achievement % | | Organic Net Sales Growth (50%)(1) | 5.0% | 10.8% | 197% | | Adjusted Operating Profit Growth (50%)(1) | 3.0% | 9.5% | 143% | | Business Achievement Percentage | | | 170% |

  42. FISCAL 2023 PERFORMANCE AGAINST ANNUAL PERFORMANCE GOALS

    | (1) The annual company performance measures are non-GAAP Measures. For more information on the use of non-GAAP measures in the Proxy Statement and a reconciliation of non-GAAP measures to the most directly comparable GAAP measures, see Appendix A. | | (2) Incentive performance is measured on a comparable basis and excludes certain items affecting comparability, including the impact of changes in foreign currency exchange rates, acquisitions and divestitures, and other corporate adjustments. |

  43. FISCAL 2023 PERFORMANCE AGAINST ANNUAL PERFORMANCE GOALS

    How We Evaluate Individual Performance Achievement Individual Achievement Percentages for our NEOs account for 20% of each NEO’s annual incentive award payout. The Individual Achievement Percentages range from 0% to 200% and are based on the achievement of specific annual priorities, which include quantitative business performance measures for the business segments and qualitative goals such as completion of strategic initiatives, quality of business plans, organizational development progress in important areas such as diversity and inclusion and employee development and fulfillment of leadership expectations. The CEO establishes annual priorities for each of the NEOs, and the board approves the annual priorities for the CEO. Sustainability and diversity and inclusion goals are included in the CEO’s annual priorities. The board approves the individual performance rating for the CEO and the compensation and talent committee approves the performance ratings for all other NEOs.

  44. FISCAL 2023 PERFORMANCE AGAINST ANNUAL PERFORMANCE GOALS

    | 52 | General Mills, Inc. |

  45. FISCAL 2023 PERFORMANCE AGAINST ANNUAL PERFORMANCE GOALS

    How We Calculate the 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 2023, our NEOs received annual incentive awards ranging from 156% to 183% of their annual incentive award targets.

  46. FISCAL 2023 PERFORMANCE AGAINST ANNUAL PERFORMANCE GOALS

    | | | | | | | | | Base Salary (Eligible Earnings)x | Target Incentive %x | | Business Achievement % x Business Weight 80% | + | Individual Achievement % x Individual Weight 20% | |

  47. FISCAL 2023 PERFORMANCE AGAINST ANNUAL PERFORMANCE GOALS

    The Business Achievement and Individual Achievement percentages can range from 0% to 200%.

  48. Long-Term Incentive Award

    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 an NEO’s pay opportunity is provided through these awards. To prioritize performance-based vesting, our long-term incentive grants for NEOs are composed of 50% PSUs, 25% RSUs and 25% stock options. PSUs granted in fiscal 2023 have a three-year cliff vesting period based on company performance over the three-year vesting period. Stock options and RSUs granted in fiscal 2023 have a four-year cliff vesting period from the grant date. All long-term incentive awards are subject to our clawback policy. PSUs and RSUs earn dividend equivalents equal to regular dividends paid on our common stock, which are distributed only to the extent the underlying units vest. All long-term incentive awards granted in fiscal year 2023 were granted under the 2022 Stock Compensation Plan.

  49. Long-Term Incentive Award

    | Long-Term Incentive Target Award Value | = | Performance Share Units (50%) | + | Restricted Stock Units (25%) | + | Stock Options* (25%) |

  50. Long-Term Incentive Award

    | * Five stock options awarded for each full-value share. |

  51. Long-Term Incentive Award

    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. For the fiscal 2023 PSU award, performance measures used were: organic net sales growth and cumulative operating cash flow (continued equal weighting), and a +/- 25% relative TSR modifier. How We Set Goals PSUs are earned based on our future achievement of three-year company performance goals. The compensation and talent 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 2023 will be earned based on the company’s future achievement of three-year performance goals for organic net sales (CAGR) growth and cumulative operating cash flow, further modified (+/-25%) by our TSR performance relative to our peers. Payouts can vary from 0% to 200% of the target number of PSUs, based on results against the performance goals with a 100% payout representing target performance. The relative TSR modifier cannot result in a PSU payout greater than 200%. Each PSU earned is settled with a share of the company’s common stock following the completion of the three-year performance period. The CEO and members of his senior leadership team are required to hold PSUs for an additional year following the three-year vesting period.

  52. Long-Term Incentive Award

    | Notice of 2023 Annual Meeting of Shareholders | 53 |

  53. Long-Term Incentive Award

    How We Measure Performance Against Goals The table below summarizes our company performance against the performance measures for the fiscal 2021 – fiscal 2023 PSUs. It reflects performance against challenging 3-year targets and strength in organic net sales growth and cumulative free cash flow during the pandemic.

  54. Long-Term Incentive Award

    | Fiscal 2021-Fiscal 2023 PSU Measures and Weightings ($ in millions) | Target | Actual Performance(1) | Award Achievement % | | Organic Net Sales Growth (50%)(2) | 1.9% | 6.2% | 200% | | Cumulative Free Cash Flow (50%)(3) | $6,530 | $7,412 | 145% | | Fiscal 2021-Fiscal 2023 PSU Performance Achievement | | | 173% |

  55. Long-Term Incentive Award

    | (1) The PSU performance measures are non-GAAP Measures. For more information on the use of non-GAAP measures in the Proxy Statement and a reconciliation of non-GAAP measures to the most directly comparable GAAP measures, see Appendix A. | | (2) Organic Net Sales Growth is compound annual growth rate in sales for the company, excluding any impacts from acquisitions and divestitures, 53rd week and foreign currency exchange. | | (3) Cumulative Free Cash Flow is cash generation performance measured by cash flow from operations, less capital expenditures. Cumulative Free Cash Flow has been adjusted for restructuring projects and acquisitions and divestitures. |

  56. Long-Term Incentive Award

    Stock Options and Restricted Stock Units Stock options and RSUs granted in fiscal 2023 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.

  57. Jeffrey L. Harmening Chairman and Chief Executive Officer

    | Total direct compensation for our Chief Executive Officer (“CEO”) in fiscal 2023 included base salary, annual incentive (paid after the end of the fiscal year for fiscal 2023 performance) and long-term incentives in the form of equity awards, including PSUs, stock options and RSUs (granted at the beginning of fiscal 2023). At the beginning of fiscal 2023, the compensation and talent committee completed a review of Mr. Harmening’s target opportunity for total direct compensation, including a comparison to the compensation for CEOs at companies within our industry peer group. Based on its review, to continue to align Mr. Harmening’s target compensation with the median compensation of CEOs in our peer group, the compensation and talent committee recommended increasing Mr. Harmening’s intended target long-term incentive award to $8,750,000. Mr. Harmening’s base salary and annual incentive target remained the same as they were in fiscal 2022. | FISCAL 2023 COMPENSATION (IN MILLIONS) |

  58. Compensation Decisions

    | ● | Base Salary: To maintain a competitive base salary, aligned to median CEO pay within our industry peer group, the board set Mr. Harmening’s base salary at $1,250,000 for fiscal 2023 which was flat compared to fiscal 2022. | | ● | Annual Incentive: The board set Mr. Harmening’s annual incentive target at 180% of base salary. Mr. Harmening’s annual incentive payout is based 80% on company performance and 20% on individual performance. The company performance achievement percentage for fiscal 2023 was 170%. The board approved a fiscal 2023 individual performance rating percentage of 125% for Mr. Harmening in recognition of his strong leadership through a highly dynamic and challenging operating environment and the achievement of key strategic initiatives in fiscal 2023. | | ● | Long-Term Incentive: At the beginning of the fiscal year, Mr. Harmening’s target long-term incentive award value was set by the board to achieve our long-term pay-for-performance objectives and to align target pay with median CEO pay within our industry peer group. The grant date fair value of the fiscal 2023 long-term incentive was $8,712,776. | | ● | Performance Share Unit Three-Year Performance Achievement: The performance period for Mr. Harmening’s fiscal 2021 – fiscal 2023 PSUs was completed this year. The award achievement percentage for this tranche of PSUs was 173% of the target number of PSUs. |

  59. The Compensation Process

    | ● | Company performance as measured by our annual company performance measures; | | ● | Competitive market data prepared by the independent compensation consultant; | | ● | Each director’s written evaluation of the CEO’s performance against his objectives, which were approved by the board at the beginning of the fiscal year; | | ● | The recommendations of the CEO for the other executive officers; | | ● | Feedback from shareholders and the most recent say-on-pay vote; and | | ● | Tally sheets of cumulative earnings and stock awards to provide context for annual actions. |

  60. The Compensation Process

    In considering the say-on-pay vote and feedback from shareholders, the compensation and talent committee recognizes that effective practices evolve and will continue to consider changes as needed to keep our executive compensation program competitive and tightly linked to performance. FW Cook, the compensation and talent committee’s independent compensation consultant, advises the compensation and talent committee on executive and director compensation matters, but performed no other services for General Mills in fiscal 2023. The compensation and talent committee directly engages and actively works with the independent compensation consultant to formulate compensation recommendations for our CEO to be approved by the board. Management makes recommendations to the compensation and talent committee for the other executive officers, and the independent compensation consultant advises the compensation and talent committee on those recommendations. The compensation and talent committee has sole authority to retain or replace the independent compensation consultant, and the compensation and talent committee annually evaluates the engagement and assesses the consultant’s independence in accordance with the listing standards of the NYSE. Most recently, the compensation and talent committee determined that the engagement did not raise any conflict of interest. In reaching this conclusion, the compensation and talent 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 and talent committee meets in executive session without management present at each meeting, often with the participation of the independent compensation consultant. The Industry Peer Group The compensation and talent 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 and talent 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 2023. The compensation and talent committee used the following selection criteria in determining our industry peer group:

  61. OUR INDUSTRY PEER GROUP

    OUR INDUSTRY PEER GROUP

  62. OUR INDUSTRY PEER GROUP

    | Campbell Soup Co. | The Hershey Co. | Mondelēz International, Inc. | | Clorox Co. | The J. M. Smucker Company | Nestlé SA* | | The Coca-Cola Co. | Kellogg Co. | PepsiCo, Inc. | | Colgate-Palmolive Co. | Kimberly-Clark Corp. | The Procter & Gamble Company | | Conagra Brands, Inc. | The Kraft Heinz Company | Reckitt Benckiser Group plc* | | Danone Inc.* | Keurig Dr Pepper Inc. | Unilever NV* |

  63. OUR INDUSTRY PEER GROUP

    | * Excluded from compensation comparisons due to lack of publicly available pay information. |

  64. OUR INDUSTRY PEER GROUP

    | 56 | General Mills, Inc. |

  65. How We Use Our Industry Peer Group

    How We Use Our Industry Peer Group

  66. How We Use Our Industry Peer Group

    | ● | To assess pay levels and pay mix for executive officers; | | ● | To evaluate total direct compensation for executive officers in comparable positions; | | ● | To gauge relative financial performance and TSR; | | ● | To evaluate annual and long-term incentive design and structure; | | ● | To review governance and terms of incentive awards, including vesting and clawback provisions; | | ● | To compare benefits, perquisites and severance; and | | ● | To review overall share usage and run rate |

  67. How We Use Our Industry Peer Group

    The compensation and talent 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.

  68. Key Policies – Supplemental Information

    Key Policies – Supplemental Information Stock Ownership Policy Long-term stock ownership is deeply engrained in our executive culture and is reflective of the strong commitment our executives have to the company’s success. More information on current stock ownership for the NEOs and our stock ownership policy is provided on pages 79-80. Robust Clawback Policy In the event the company is required to restate financial results due to fraud, intentional misconduct, gross negligence or otherwise, the compensation and talent 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 and talent 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. Tax Deductibility of Compensation In keeping with our compensation philosophy, annual cash incentives and long-term incentive equity awards granted in fiscal 2023 impose performance conditions for the CEO and executive officers. Under current federal tax laws, including previous changes to Section 162(m) of the Internal Revenue Code, we expect that incentives and awards generally will not be deductible despite their performance orientation to the extent they, together with base salary and other compensation, result in compensation paid to certain executive officers over $1 million in any one fiscal year. The compensation and talent committee believes that shareholder interests are best served if it retains discretion and flexibility in establishing and overseeing compensation programs, which may include awarding or modifying compensation that is not deductible by the company.

  69. Summary Compensation Table

    Summary Compensation Table

  70. Summary Compensation Table

    | Name | Year | Salary ($) | Bonus(1) ($) | Stock Award(2) ($) | Option Award(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earning(5) ($) | All Other Compensation(6) ($) | Total ($) | | Jeffrey L. Harmening Chairman of the Board and CEO | 2023 | 1,250,000 | 0 | 6,508,460 | 2,204,316 | 3,622,500 | 2,465,417 | 334,953 | 16,385,646 | | | 2022 | 1,250,000 | 0 | 5,357,925 | 1,323,981 | 3,550,500 | 532,823 | 250,966 | 12,266,195 | | | 2021 | 1,250,000 | 0 | 5,250,176 | 1,139,706 | 2,506,500 | 5,207,167 | 219,133 | 15,572,682 | | Jonathon J. Nudi Group President, North America Retail | 2023 | 780,000 | 0 | 1,710,783 | 579,427 | 1,712,880 | 1,512,880 | 154,535 | 6,450,505 | | | 2022 | 780,000 | 0 | 1,869,791 | 462,021 | 1,465,776 | 0 | 119,836 | 4,697,424 | | | 2021 | 780,000 | 0 | 1,725,029 | 374,479 | 947,232 | 1,709,166 | 111,864 | 5,647,770 | | Kofi A. Bruce Chief Financial Officer | 2023 | 775,000 | 0 | 1,710,783 | 579,427 | 1,247,750 | 564,458 | 136,742 | 5,014,160 | | | 2022 | 750,833 | 0 | 1,699,794 | 420,022 | 1,184,815 | 147,041 | 107,047 | 4,309,552 | | | 2021 | 630,000 | 0 | 1,237,500 | 268,644 | 701,820 | 546,701 | 62,737 | 3,447,402 | | Jaime Montemayor Chief Digital and Technology Officer | 2023 | 687,500 | 0 | 1,301,692 | 440,872 | 913,000 | 0 | 164,084 | 3,507,148 | | | 2022 | 625,000 | 0 | 1,034,711 | 255,672 | 769,000 | 0 | 138,432 | 2,822,815 | | | 2021 | 625,000 | 0 | 1,050,146 | 227,948 | 542,000 | 0 | 204,957 | 2,650,051 | | Karen Wilson Thissen General Counsel and Secretary | 2023 | 694,712 | 225,000 | 1,266,480 | 352,697 | 867,001 | 0 | 51,545 | 3,457,435 |

  71. Summary Compensation Table

    | Footnotes to the Summary Compensation Table: | | (1) Ms. Wilson Thissen was appointed General Counsel and Secretary effective June 6, 2022. In connection with her hiring, she received a one-time cash award of $225,000 in recognition of the forfeiture of her pro rata annual incentive from her former employer, which is subject to repayment in the event of voluntary termination or termination due to cause within 24 months of the commencement of her employment. | | (2) Amounts reported for 2023 stock awards represent the aggregate grant date fair value of RSUs and PSUs awarded to the NEOs in fiscal 2023. RSUs awarded to the NEOs have a four-year cliff vesting period with the exception of a portion of Ms. Wilson Thissen’s fiscal 2023 award which has a four-year graded vesting period. PSUs awarded to the NEOs have a three-year performance period (fiscal 2023 to 2025) and a three-year cliff vesting period. Grant date fair value is calculated in accordance with FASB ASC Topic 718. For the 2023 stock awards, the grant date fair value equals the closing price of our common stock on the NYSE on the grant date ($70.26) for RSUs and the Monte Carlo valuation as of the grant date ($69.39) for PSUs. For the 2022 stock awards, the grant date fair value equals the closing price of our common stock on the NYSE on the grant date ($60.03) for RSUs and the Monte Carlo valuation as of the grant date ($58.71) for PSUs. For the 2021 stock awards, the grant date fair value equals the closing price of our common stock on the NYSE on the grant date ($61.65 for RSUs and PSUs). The values shown have not been adjusted to reflect that these units are subject to forfeiture. The PSU value assumes target performance over the performance period and is consistent with the estimate of aggregate compensation cost to be recognized over the performance period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. | | Amounts for Ms. Wilson Thissen include 3,203 RSUs granted on June 28, 2022, with four-year graded vesting received as part of her new hire package in recognition of the forfeiture of her pro rata annual incentive from her former employer. | | The following table reflects the value at grant date of the 2023 PSU awards at threshold, target and maximum performance levels. |

  72. Option Exercises and Stock Vested for Fiscal 2023

    Option Exercises and Stock Vested for Fiscal 2023 The following table summarizes the option awards exercised, and PSUs and RSUs vested during fiscal 2023 for each of the NEOs.

  73. Option Exercises and Stock Vested for Fiscal 2023

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting | Value Realized on Vesting(2) ($) | | Jeffrey L. Harmening | 37,895 | 1,189,524 | 162,923 | 11,560,697 | | Jonathon J. Nudi | 105,628 | 3,202,848 | 55,316 | 3,924,530 | | Kofi A. Bruce | 10,911 | 406,980 | 12,841 | 910,778 | | Jaime Montemayor | — | — | 29,180 | 2,072,947 | | Karen Wilson Thissen | — | — | — | — |

  74. Option Exercises and Stock Vested for Fiscal 2023

    | (1) Value realized equals the closing price of our common stock on the NYSE at exercise, less the exercise price, multiplied by the number of shares exercised. | | (2) Value realized equals the closing price of our common stock on the NYSE on the vesting date multiplied by the number of shares vested. |

  75. Pension Benefits

    Pension Benefits The company maintains two defined benefit pension plans that include NEOs:

  76. Pension Benefits

    | ● | The General Mills Pension Plan I (“Pension Plan”) is a tax-qualified plan available to certain employees in the United States hired prior to June 1, 2013, and provides benefits based on a formula that yields an annual amount payable over the participant’s life. | | ● | The Supplemental Retirement Plan of General Mills, Inc. (“Supplemental Retirement Plan”) provides benefits based on the Pension Plan formula in excess of the Internal Revenue Code limits placed on annual benefit amounts and annual compensation under the Pension Plan. The Supplemental Retirement Plan also provides benefits based on the Pension Plan formula that is attributable to deferred compensation. |

  77. Pension Benefits

    The following table shows present value of accumulated benefits that NEOs are entitled to under the Pension Plan and Supplemental Retirement Plan.

  78. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service(1) (#) | Present Value of Accumulated Benefit(2) ($) | Payments During Last Fiscal Year(3) ($) | | Jeffrey L. Harmening(4) | Pension Plan | 28.8710 | 2,794,866 | — | | | Supplemental Retirement Plan | 28.8710 | 16,479,275 | — | | Jonathon J. Nudi(5) | Pension Plan | 30.0296 | 2,368,511 | — | | | Supplemental Retirement Plan | 30.0296 | 5,973,495 | — | | Kofi A. Bruce | Pension Plan | 14.0753 | 1,110,361 | — | | | Supplemental Retirement Plan | 14.0753 | 1,345,739 | — | | Jaime Montemayor(6) | Pension Plan | — | — | — | | | Supplemental Retirement Plan | — | — | — | | Karen Wilson Thissen(6) | Pension Plan | — | — | — | | | Supplemental Retirement Plan | — | — | — |

  79. Pension Benefits

    | (1) Number of years of credited service equals number of years of actual service. The pension formula is calculated using a maximum of 30 years. | | (2) Actuarial present value is based on assumptions and methods used to calculate the benefit obligation under standards established by the Financial Accounting Standards Board, including: |

  80. Pension Benefits

    | ● | Discount rate equal to a weighted average of 5.2% as of the end of fiscal 2023; | | ● | Mortality rates based on the Pri-2012 Mortality Table with White Collar adjustment and MP-2021 Endemic COVID Adjustment; | | ● | Single life annuity payments; | | ● | Age 62 (unreduced benefit retirement age), discounted to current age; and | | ● | No pre-retirement decrements or future increases in pay, service or legislated limits. |

  81. Pension Benefits

    | (3) In accordance with Section 409A of the Internal Revenue Code, “specified employees,” including the NEOs, must wait six months from their termination date to begin payment of any Supplemental Retirement Plan benefit accrued after December 31, 2004, and to receive a distribution of their Supplemental Savings Plan account. |

  82. Pension Benefits

    | Notice of 2023 Annual Meeting of Shareholders | 63 |

  83. Pension Benefits

    | (4) NEO is eligible for early retirement under both the Pension Plan and the Supplemental Retirement Plan. | | (5) NEO is not eligible for early retirement but currently qualifies for enhanced early retirement reductions under the “Rule of 70,” as described in this section, under both the Pension Plan and the Supplemental Retirement Plan. | | (6) NEOs are not eligible for the Pension Plan based on their hire dates with the company. |

  84. Pension Benefits

    The Pension Plan and Supplemental Retirement Plan formulas together provide an annual benefit amount equal to 50% of Final Average Earnings less 50% of the Social Security benefit, prorated for benefit service of less than 30 years, as discussed in this section. Final Average Earnings are the greater of (a) average of the highest five full calendar years of compensation recognized under the Plans, and (b) the final 60 months of compensation. Final Average Earnings generally approximate the salary and non-equity incentive plan compensation reported in the Summary Compensation Table. Early retirement benefits are available after attaining age 55 and five years of eligibility service. The Final Average Earnings portion of the benefit calculation is reduced by 2% per year for the first three years and by 4% per year for each year thereafter by which commencement precedes age 62. The Social Security offset portion of the benefit calculation is reduced by 5/9 of a percent for each of the first 36 months by which commencement precedes age 65. Employees hired prior to January 1, 2005, who terminate prior to early retirement eligibility and whose age plus years of eligibility service is greater than or equal to 70 at termination (“Rule of 70”), can commence retirement benefits as early as age 55 with early commencement reductions that are somewhat less favorable than those eligible for early retirement. Other terminations that occur prior to early retirement or Rule of 70 eligibility are eligible to commence benefits as early as age 55 with reductions that are closer to actuarial equivalence. All distributions under the Pension Plan and Supplemental Retirement Plan are payable in cash. There are no provisions in either plan that allow for additional years of service above the service actually earned by a participant. The normal form of payment under the Pension Plan for unmarried participants is a “Single Life Pension,” which provides for monthly payments for the participant’s lifetime, and for married participants, a “Joint and 50% to Survivor Pension,” which provides for monthly payments for the participant’s lifetime and, after the participant’s death, to the participant’s designated joint pensioner for his or her lifetime in 50% of the amount. Additional forms of payment are a “Joint and 75% to Survivor Pension” and a “Joint and 100% to Survivor Pension,” which provide for monthly payments for the participant’s lifetime and, after the participant’s death, to the participant’s designated joint pensioner for his or her lifetime in 75% or 100% of the same amount, respectively, and a “Life Annuity with Ten Year Certain,” which provides for a pension payable for the participant’s lifetime, provided that if the participant dies before 120 monthly pension payments have been made, monthly payments will continue to the participant’s beneficiary until a total of 120 payments have been made. The normal form of payment under the Supplemental Retirement Plan for unmarried participants is a “Single Life Pension,” and for married participants, a “Joint and 100% to Survivor Pension.” A “Joint and 50% to Survivor Pension” is also available.

  85. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Our Deferred Compensation Plan is a non-qualified plan that provides most of our executives, including the NEOs, with the opportunity to defer up to 50% of base salary, 90% of annual incentive awards and 100% of RSUs. The CEO can defer up to 100% of his base salary, less tax withholding. Participants’ deferred cash accounts earn a daily rate of return that tracks the investment return achieved under participant-selected investment funds, all of which are offered to participants in our 401(k) Plan. Here are the investment funds that were available for the full fiscal year and their rates of return for fiscal 2023: Stable Value Fund (2.3%); Core Bond Fund (-2.2%); Diversified U.S. Equity Fund (3.7%); Diversified U.S. Equity Index Fund (2.0%); Diversified International Equity Fund (0.9%); Diversified International Equity Index Fund (-1.3%); Multi-Asset Class Fund (-0.4%). Participants are able to change their investment mix on a daily basis. RSUs in participants’ deferred stock accounts earn dividend equivalents equal to regular dividends paid on our common stock. These dividend equivalents are credited to the accounts or paid to the participants. Dividend equivalents credited to each account are used to “purchase” additional stock units for the account at a price equal to the closing price of our common stock on the NYSE on the dividend payment date. At the time of the deferral election, participants must also select a distribution date and form of distribution. Participants must start receiving distributions from deferred accounts no later than age 70. Furthermore, in the case of deferred cash, participants may not receive distributions for at least one year following the date on which the cash otherwise would have been paid out. In the case of deferred equity awards, participants may not receive shares of common stock in place of stock units for at least one year following the vesting date of the award. Participants may elect to receive distributions in a single payment or up to ten annual installments.

  86. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Jeffrey L. Harmening | 2,300,207 | — | 2,506,555 | — | 20,160,177 | | Jonathon J. Nudi | 881,745 | — | 614,133 | — | 3,252,514 | | Kofi A. Bruce | — | — | — | — | — | | Jaime Montemayor | — | — | — | — | — | | Karen Wilson Thissen | 147,167 | — | 1,207 | — | 148,374 |

  87. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Payments and benefits received by the NEOs upon termination are governed by the arrangements described below and quantified at the end of this section. We have estimated the amounts involved assuming that the termination became effective as of the last business day of fiscal 2023. The actual amounts to be paid out can only be determined at the time of the NEO’s departure from the company.

  88. Stock Compensation Plans

    Stock Compensation Plans Unvested equity awards granted to the NEOs are generally treated as follows:

  89. Stock Compensation Plans

    | Nature of Termination | RSUs | PSUs(1) | Stock Options | | Voluntary | Forfeit | Forfeit | Forfeit | | Involuntary for Cause | Forfeit | Forfeit | Forfeit | | Involuntary without Cause where Age + Years of Service < 70 years | Pro rata vest | Pro rata vest with payout subject to actual performance at the end of the performance period | Pro rata vest, exercisable for shorter of remainder of option term or one year | | Involuntary without Cause where Age + Years of Service ≥ 70 years | Normal vesting continues | Within fiscal year of grant: pro rata vest; After fiscal year of grant: fully vest; payout subject to actual performance at the end of the performance period | Normal vesting continues, exercisable for remainder of option term | | Retirement – Normal and Early | Normal vesting continues | Within fiscal year of grant: pro rata vest; After fiscal year of grant: fully vest; payout subject to actual performance at the end of the performance period | Normal vesting continues, exercisable for remainder of option term | | Death | Fully vest | Fully vest | Fully vest, exercisable for remainder of option term | | Change in Control(2) | Double-trigger vesting | Double-trigger vesting | Subject to double-trigger vesting and then exercisable for shorter of remainder of option term or one year |

  90. Stock Compensation Plans

    Equity awards granted to the CEO, beginning with the June 2018 award, have the same termination provisions set forth in the table above, except for the following more restrictive vesting provisions:

  91. Stock Compensation Plans

    | Nature of Termination | RSUs | PSUs | Stock Options | | Involuntary without Cause | Pro rata vest | Pro rata vest with payout subject to actual performance at the end of the performance period | Pro rata vest, exercisable for shorter of remainder of option term or one year | | Early Retirement (age 55 + 5 years of service) | Pro rata vest | Pro rata vest with payout subject to actual performance at the end of the performance period | Pro rata vest, exercisable for remainder of option term | | Normal Retirement (age 62 + 5 years of service) | Normal vesting continues | Within fiscal year of grant: pro rata vest; After fiscal year of grant: fully vest; payout subject to actual performance at the end of the performance period | Normal vesting continues, exercisable for remainder of option term |

  92. Stock Compensation Plans

    | (1) Beginning with the fiscal 2022 grant, all NEOs are required to hold PSUs for an additional one-year period after vesting. | | (2) For double trigger vesting: (1) the change in control must be consummated, and (2) either the participant must be involuntarily terminated other than for cause (or must terminate with “good reason”) within two years of the change in control, or awards are neither assumed nor replaced with awards that fairly preserve their value. |

  93. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K, the company is required to disclose the ratio of the annual total compensation of our CEO to the annual total compensation of the median employee of the company (the “Pay Ratio Disclosure”). For fiscal 2023:

  94. CEO Pay Ratio

    | ● | The total compensation of our median employee, calculated in accordance with the rules applicable to the Summary Compensation table, was $51,906; | | ● | The total compensation of our CEO, as reported in the Summary Compensation Table, was $16,385,646; and | | ● | The ratio of our CEO’s total compensation to the median employee’s total compensation was 316 to 1. |

  95. CEO Pay Ratio

    As permitted by SEC rules, we used the same median employee that was identified in the preparation of the pay ratio disclosure in 2022 as there has not been a material change in our employee population or compensation arrangements that would result in a significant change in our pay ratio disclosure. Further, there has not been a material change in the circumstances of the employee identified as the median employee in 2022. To identify our median employee, we compared fiscal 2022 base salaries, target annual incentives and allowances for all individuals who were employed by us on March 1, 2022, excluding our CEO, annualized for any permanent employees who joined the company during fiscal 2022. We did not make any cost-of-living adjustments. We excluded all employees based in the following countries as permitted by SEC rules under a de minimis exemption: Mexico (1,047) and Taiwan (412). The total number of excluded employees (1,459) represents less than 5% of our total employee population of approximately 32,500 employees worldwide at the time. The Pay Ratio Disclosure presented above is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the Pay Ratio Disclosure may not be comparable to the pay ratio disclosures reported by other companies.

  96. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance measures of the company. For further information concerning our pay for performance philosophy and how we align executive compensation with the company’s performance, please review the Compensation Discussion and Analysis beginning on page 47. The following tables and related disclosures provide information about (i) the total compensation of our principal executive officer (“PEO”) and our non-PEO NEOs (collectively, the “Other NEOs”) as presented in the Summary Compensation Table (“SCT”) on page 58, (ii) the “compensation actually paid” (“CAP”) to our PEO and our Other NEOs, as calculated pursuant to Item 402(v) of Regulation S-K, (iii) certain financial performance measures, and (iv) the relationship of the CAP to those financial performance measures.

  97. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Other NEOs(1) | Average Compensation Actually Paid to Other NEOs(2) | Total Shareholder Return | Peer Group Total Shareholder Return(3) | GAAP Net Income ($ Millions) | Company Selected Measure: Organic Net Sales Growth(4) | | 2023 | $16,385,646 | $33,137,997 | $4,607,312 | $7,806,270 | $145.39 | $137.43 | $2,594 | 10.8% | | 2022 | $12,266,195 | $27,692,522 | $3,574,805 | $6,900,889 | $118.28 | $124.42 | $2,707 | 5.1% | | 2021 | $15,572,682 | $12,882,059 | $3,899,324 | $3,540,484 | $103.08 | $118.79 | $2,340 | 4.0% |

  98. Pay Versus Performance

    | (1) The PEO was Jeffrey L. Harmening for all years in the table. The Other NEOs were Jon Nudi (all years), Kofi Bruce (all years), Jaime Montemayor (all years), Karen Wilson Thissen (2023), John Church (2022 and 2021), and Richard Allendorf (2022). |

  99. Pay Versus Performance

    | Notice of 2023 Annual Meeting of Shareholders | 69 |

  100. Pay Versus Performance

    | (2) The following table describes the adjustments, each of which is prescribed by the SEC rules, to calculate the CAP amounts from the SCT amounts. The SCT amounts and the CAP amounts do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. Pursuant to the applicable rules, the amounts in the “Stock Awards” and “Option Awards” columns from the SCT and the amount of the change in the actuarial present value of the NEO’s accumulated benefit under all defined benefits and actuarial pension plans are subtracted from the SCT amounts and the values reflected in the table below are added or subtracted as applicable: |

  101. Pay Versus Performance

    | | 2023 | | 2022 | | 2021 | | | Adjustments ($) | PEO | Other NEOs | PEO | Other NEOs | PEO | Other NEOs | | SCT Total | 16,385,646 | 4,607,312 | 12,266,195 | 3,574,805 | 15,572,682 | 3,899,324 | | Adjustments for defined benefit pension plans: | | | | | | | | (Deduct): Aggregate change in actuarial present value included in SCT Total for covered fiscal year | (2,465,417) | (519,335) | (532,823) | (104,923) | (5,207,167) | (851,860) | | Add: Service cost for the covered fiscal year | 571,092 | 116,362 | 714,084 | 131,563 | 773,888 | 137,918 | | Add: Prior service cost for the covered fiscal year | 0 | 0 | 0 | 0 | 0 | 0 | | Adjustments for stock awards and option awards: | | | | | | | | (Deduct): Stock awards and option awards totals as included in SCT Total for the covered fiscal year | (8,712,776) | (1,985,541) | (6,681,906) | (1,664,555) | (6,389,882) | (1,540,460) | | Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | 14,416,380 | 3,259,643 | 11,309,572 | 2,744,361 | 6,742,606 | 1,625,494 | | Add/(Deduct): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | 11,723,650 | 2,122,473 | 10,635,344 | 2,189,602 | 844,570 | 151,497 | | Add: Vesting date fair value of awards granted and vested during the covered fiscal year | 0 | 0 | 0 | 0 | 0 | 0 | | Add/(Deduct): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | 567,670 | 74,731 | (708,868) | (125,699) | (75,360) | (18,385) | | (Deduct): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | 0 | 0 | 0 | 0 | 0 | 0 | | Add: Dividends or other earnings paid on awards in the covered fiscal year prior to vesting if not otherwise included in the SCT Total for the covered fiscal year | 651,752 | 130,625 | 690,924 | 155,735 | 620,722 | 136,956 | | CAP Amounts (as calculated) | 33,137,997 | 7,806,270 | 27,692,522 | 6,900,889 | 12,882,059 | 3,540,484 |

  102. Pay Versus Performance

    | (3) Reflects total shareholder return indexed to $100 for the S&P 500 Packaged Foods & Meats Index, which is an industry line peer group reported in the Company’s 2023 Annual Report. Total shareholder return is calculated based on a fixed investment of $100 measured form the market close on the last trading day of fiscal 2000 through and including the end of the fiscal year for each fiscal year reported in the table. |

  103. Pay Versus Performance

    | (4) Values shown reflect the Organic Net Sales Growth, which is the measure we believe represents the most important financial performance measure not otherwise presented in the table above that we use to link CAP to our NEOs for fiscal 2023 to the company’s performance. |

  104. Relationship Between Compensation Actually Paid and Performance

    Relationship Between Compensation Actually Paid and Performance The following charts show graphically the relationships over the past three years of the CAP amounts for our PEO and Other NEOs as compared to our cumulative TSR, Peer Group TSR, GAAP Net Income, and Organic Net Sales Growth*, as well as the relationship between TSR and Peer Group TSR.

  105. Relationship Between Compensation Actually Paid and Performance

    | TSR | Net Income | | | | | Organic Net Sales Growth | | | | |

  106. Relationship Between Compensation Actually Paid and Performance

    Overall, our executive compensation is closely aligned with shareholder returns. As the stock price has appreciated over the past three years, our executive compensation has also increased given that, on average, over 64% of our NEOs’ total compensation is in the form of equity awards. We do not use net income as a financial performance measure that determines compensation levels or incentive plan payouts for our NEOs; therefore CAP and net income do not have a direct relationship. We have chosen Organic Net Sales Growth as our company-selected metric because it is weighted at 50% in both our annual and long-term incentive plans, and therefore has the largest impact on our CAP for fiscal 2023. It is important to note that the CAP amounts paid to our NEOs do not necessarily reflect the actual value that an NEO will receive in the stated fiscal year as such value will depend on a variety of factors. For example, the value of PSUs that an NEO will receive will ultimately depend on the stock price at the time of vesting along with the financial performance metrics achieved during the applicable three-year performance cycle, and therefore, remain at risk of forfeiture or reduction until the time of vesting. The information contained in this Pay Versus Performance section will not be incorporated into any filings under the Securities Act of 1933 or the Exchange Act of 1934, except to the extent that the company specifically incorporates such information by reference.

  107. Relationship Between Compensation Actually Paid and Performance

    | * Non-GAAP measure. For more information on the use of non-GAAP measures in the Proxy Statement, and a reconciliation of non-GAAP measures to the most directly comparable GAAP measures, see Appendix A. |

  108. Relationship Between Compensation Actually Paid and Performance

    | Notice of 2023 Annual Meeting of Shareholders | 71 |

  109. Relationship Between Compensation Actually Paid and Performance

    | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT AUDITOR FOR FISCAL 2024. | The audit committee is responsible for the selection, retention, oversight, evaluation and compensation of the independent auditor. The audit committee has appointed KPMG LLP (“KPMG”) to serve as our independent auditor for fiscal 2024. KPMG has served as the company’s independent auditor since 1928. The audit committee annually reviews KPMG’s qualifications, performance, independence and fees in making its decision whether to engage KPMG. The focus of the process is to select and retain the most qualified firm to perform the annual audit. During the review and selection process, the audit committee considers a number of factors, including: ●Recent and historical audit performance, including the results of a management survey concerning KPMG’s service; ●The relevant experience, expertise and capabilities of KPMG and the audit engagement team in relation to the nature and complexity of our business; ●A review of the firm’s independence and internal quality controls; ●Any legal or regulatory proceedings that raise concerns about KPMG’s qualifications or ability to continue to serve as our independent auditor, including reports, findings and recommendations of the Public Company Accounting Oversight Board (“PCAOB”); ●The appropriateness of KPMG’s fees for audit and non-audit services; and ●The length of time that KPMG has served as our independent auditor, the benefits of maintaining a long-term relationship and controls and policies for ensuring that KPMG remains independent. In accordance with SEC rules and company policies, our lead engagement partner is limited to a maximum of five years of service in that capacity. In order to select the lead engagement partner, management meets with each candidate for the role and then reviews and discusses the candidates with the chair of the audit committee, who meets with selected candidates. Based on recommendations from management and the chair, the full audit committee reviews and approves the lead engagement partner. Based on its annual review, the audit committee believes that the retention of KPMG as our independent auditor is in the best interests of the company and its shareholders. We are asking shareholders to ratify the appointment of KPMG for fiscal 2024. If shareholders do not ratify the appointment of KPMG, the audit committee will reconsider its selection, but it retains sole responsibility for appointing and terminating our independent auditor. Representatives from KPMG will attend the 2023 Annual Meeting and will have the opportunity to make a statement and answer questions. |

  110. Relationship Between Compensation Actually Paid and Performance

    | 72 | General Mills, Inc. |

  111. Independent Director Stock Ownership Policy

    | A substantial portion of independent director compensation is linked to our stock performance, and directors can elect to receive their entire board remuneration in stock and stock-related compensation. Our policy requires that independent directors keep all of the shares that they receive as compensation until they own shares equal in market value to at least five times their annual retainer, excluding any fees for serving as Independent Lead Director, chairing a committee or serving on the audit committee. As of July 28, 2023, all independent directors met or exceeded these stock ownership requirements. | Director Stock Ownership Requirement 5x annual cash retainer |