DEF 14A of General Mills Inc, Aug 12, 2024

DEF 14A of General Mills Inc

Filed Aug 12, 2024 · FY20240001308179-24-000692

Open on EDGAR

  1. Election of Directors

    Election of Directors

  2. Election of Directors

    | 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, except for R. Kerry Clark, who has decided not to stand for reelection at the end of his term. 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 41. 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 our shareholders at the 2023 Annual Meeting, except for Benno O. Dorer and John G. Morikis who were identified by a search firm as new director candidates and elected as directors by the board in January 2024. If elected, each director will hold office until the 2025 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 the top five key qualifications and experiences of such nominee based on the skills and qualifications described on page 18. 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. |

  3. Election of Directors

    | 14 | General Mills, Inc. |

  4. Election of Directors

    | 2024 Director Nominees At-A-Glance | |

  5. Election of Directors

    | Notice of 2024 Annual Meeting of Shareholders | 15 |

  6. 2024 Director Nominees

    2024 Director Nominees

  7. 2024 Director Nominees

    | Benno O. Dorer Age 60 Independent Director Since 2024 Committees AUDIT, CORPORATE GOVERNANCE Other Public Directorships VF CORPORATION (2017-2024) ORIGIN MATERIALS (2021-2023) | C. Kim Goodwin Age 65 Independent Director Since 2022 Committees COMPENSATION, FINANCE Other Public Directorships TJX COMPANIES, INC. POPULAR, INC. | | Benno O. Dorer served as Chairman and Chief Executive Officer of The Clorox Company from 2014 to September 2020, Chairman from 2016 to September 2020 and Executive Chairman from September 2020 to February 2021. Prior to his role as Chief Executive Officer, he served as Chief Operating Officer from 2013 to 2014. Before joining Clorox, Dorer worked for The Procter & Gamble Company in various marketing and sales roles in the U.S. and Europe. Following his retirement from Clorox, Dorer served as Executive Advisor at KKR & Co. Inc. from 2021 to July 2022 and on the board of Origin Materials from 2021 to May 2023. Dorer served on the board of VF Corporation, where he also served as Interim President and Chief Executive Officer from December 2022 to July 2023 and Lead Independent Director from 2021 to 2022. Contributions to the Board • As the former Chief Executive Officer and Chairman of The Clorox Company, Mr. Dorer brings business leadership and strategic planning skills, governance expertise and a strong operating and portfolio shaping background to the board. • Mr. Dorer’s international leadership experience at Clorox and The Procter & Gamble Company provides valuable global business perspectives. • With a strong background in consumer packaged goods and retail, Mr. Dorer brings to the board extensive experience in launching new products, brand building, marketing and partnering with customers across sales channels. Top Five Key Skills Senior Executive Leadership Global Experience Industry Focus Marketing/E-commerce Experience Accounting and Financial Experience | 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, portfolio shaping, 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. Top Five Key Skills Senior Executive Leadership Accounting and Financial Experience Global Experience Governance Expertise Government/Public Policy Expertise |

  8. 2024 Director Nominees

    | 20 | General Mills, Inc. |

  9. 2024 Director Nominees

    | Jeffrey L. Harmening Age 57 Director Since 2017 Other Public Directorships THE TORO COMPANY | Maria G. Henry, Independent Lead Director Age 58 Independent Director Since 2016 Committees FINANCE, PUBLIC RESPONSIBILITY | | 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. Top Five Key Skills Senior Executive Leadership Industry Focus Global Experience Marketing/E-commerce Experience Health and Wellness | Other Public Directorships NIKE, INC. NEXTERA ENERGY, INC. | | | 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 • As our Independent Lead Director, Ms. Henry draws on her business leadership, corporate strategy and board experience 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. • As the former Chief Financial Officer of a global company, 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. Top Five Key Skills Senior Executive Leadership Industry Focus Accounting and Financial Experience Global Experience Governance Expertise |

  10. 2024 Director Nominees

    | Notice of 2024 Annual Meeting of Shareholders | 21 |

  11. 2024 Director Nominees

    | Jo Ann Jenkins Age 66 Independent Director Since 2020 Committees CORPORATE GOVERNANCE, PUBLIC RESPONSIBILITY Other Public Directorships AVNET, INC. | Elizabeth C. Lempres Age 63 Independent Director Since 2019 Committees AUDIT, COMPENSATION (CHAIR) Other Public Directorships TRAEGER, INC. | | 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. Top Five Key Skills Senior Executive Leadership Marketing/E-commerce Experience Innovation Governance Expertise Government/Public Policy Expertise | AXALTA COATING SYSTEM LTD. (2017–2022) | | | 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 portfolio shaping and strategic planning processes and discussions. • 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. Top Five Key Skills Senior Executive Leadership Industry Focus Accounting and Financial Experience Global Experience Governance Expertise |

  12. 2024 Director Nominees

    | 22 | General Mills, Inc. |

  13. 2024 Director Nominees

    | John G. Morikis Age 61 Independent Director Since 2024 Committees AUDIT, FINANCE Other Public Directorships SHERWIN-WILLIAMS FORTUNE BRANDS INNOVATIONS (2012-2024) | Diane L. Neal Age 68 Independent Director Since 2018 Committees FINANCE, PUBLIC RESPONSIBILITY Other Public Directorships FOSSIL GROUP, INC. (2012–2022) | | John G. Morikis has served as Executive Chairman of Sherwin-Williams since January 2024, and previously served as Chairman from 2017 to December 2023 and Chief Executive Officer from 2016 to December 2023. He joined Sherwin-Williams in 1984 as a management trainee and held roles of increasing responsibility throughout his career. Morikis previously served on the board of Fortune Brands Innovations. Contributions to the Board • From his tenure as Chairman and Chief Executive Officer of Sherwin-Williams, Mr. Morikis is attuned to the challenges of operating and growing an S&P 500 consumer-facing company, which provides an informed perspective on a variety of matters relevant to the company’s business strategy and operations. • The variety of exposure to professional, industrial, commercial and retail customers developed during his career at Sherwin-Williams provides a unique viewpoint that benefits the board. • Mr. Morikis’ public company board experience, financial and portfolio shaping expertise and risk management skills are valuable assets to the board, the finance committee and the audit committee. Top Five Key Skills Senior Executive Leadership Industry Focus Accounting and Financial Experience Governance Expertise Global Experience | 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 financial expertise strengthen our board and finance committee discussions. Top Five Key Skills Senior Executive Leadership Industry Focus Innovation Governance Expertise Marketing/E-commerce Experience |

  14. 2024 Director Nominees

    | Notice of 2024 Annual Meeting of Shareholders | 23 |

  15. 2024 Director Nominees

    | Steve Odland Age 65 Independent Director Since 2004 Committees FINANCE, PUBLIC RESPONSIBILITY | Maria A. Sastre Age 69 Independent Director Since 2018 Committees COMPENSATION, CORPORATE GOVERNANCE (CHAIR) | | 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 the former Chairman and Chief Executive Officer at Office Depot and Autozone and past President and Chief Executive Officer of Tops Markets, Mr. Odland brings business leadership and strategic planning skills, retail expertise and an operating background to the board. • 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. Top Five Key Skills Senior Executive Leadership Industry Focus Global Expertise Governance Expertise Marketing/E-commerce Experience | Other Public Directorships O’REILLY AUTOMOTIVE, INC. KALERA PLC (2021–2023) | | | 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. Top Five Key Skills Senior Executive Leadership Industry Focus Global Experience Governance Expertise Health and Wellness |

  16. 2024 Director Nominees

    | 24 | General Mills, Inc. |

  17. 2024 Director Nominees

    | Eric D. Sprunk Age 60 Independent Director Since 2015 Committees AUDIT (CHAIR), CORPORATE GOVERNANCE Other Public Directorships BOMBARDIER INC. NORDSTROM, INC. UNIVERSAL MUSIC GROUP N.V. | Jorge A. Uribe Age 67 Independent Director Since 2016 Committees COMPENSATION, PUBLIC RESPONSIBILITY (CHAIR) 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, technology, 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. Top Five Key Skills 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. Top Five Key Skills Senior Executive Leadership Industry Focus Global Experience Marketing/E-commerce Experience Innovation |

  18. 2024 Director Nominees

    | Notice of 2024 Annual Meeting of Shareholders | 25 |

  19. Director Compensation

    Director Compensation We structure non-employee 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, using the same peer group that is used for executive compensation purposes. 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. Increases to compensation for fiscal 2024 were recommended to maintain market alignment. Each component of director compensation is described in this section.

  20. Elements of Compensation

    | F24 NON-EMPLOYEE DIRECTOR COMPENSATION | F24 ADDITIONAL ANNUAL CASH RETAINERS | | | | | Independent Lead Director | | $35,000 | | | Committees | Chair | Member | | | Audit | $25,000 | $5,000 | | | Compensation and Talent | $25,000 | | | | Corporate Governance | $20,000 | | | | Finance | $20,000 | | | | Public Responsibility | $20,000 | |

  21. Director Compensation for Fiscal 2024

    Director Compensation for Fiscal 2024 The fiscal 2024 compensation of our independent directors is shown in the following table.

  22. Director Compensation for Fiscal 2024

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | R. Kerry Clark | 122,500 | 180,007 | 302,507 | | David M Cordani(3) | 23,750 | — | 23,750 | | Benno O. Dorer | 52,500 | 180,057 | 232,557 | | C. Kim Goodwin | 97,500 | 180,007 | 277,507 | | Maria G. Henry | 130,000 | 180,007 | 310,007 | | Jo Ann Jenkins | 97,500 | 180,007 | 277,507 | | Elizabeth C. Lempres | 127,500 | 180,007 | 307,507 | | John G. Morikis | 52,500 | 180,057 | 232,557 | | Diane L. Neal | 97,500 | 180,007 | 277,507 | | Steve Odland | 105,000 | 180,007 | 285,007 | | Maria A. Sastre | 117,500 | 180,007 | 297,507 | | Eric D. Sprunk | 122,500 | 180,007 | 302,507 | | Jorge A. Uribe | 112,500 | 180,007 | 292,507 |

  23. Director Compensation for Fiscal 2024

    | (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, Mr. Morikis, and Mr. Uribe who each received their entire retainer in common stock (348, 1,935, 773, and 1,676 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 2,760 RSUs granted to each director reelected at the 2023 Annual Meeting of Shareholders, 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 $65.22 per share, the closing price of our common stock on the NYSE on the grant date, September 26, 2023. | | For Mr. Dorer and Mr. Morikis, includes the grant date fair value for 2,802 RSUs granted to each of them upon attendance at their first board meeting on January 29, 2024. The grant date fair value is based on $64.26 per share, the closing price of our common stock on the NYSE on that date. | | At fiscal year-end, each independent director had 2,760 unvested RSUs, except Mr. Dorer and Mr. Morikis, who had 2,802 unvested RSUs. | | (3) Mr. Cordani served on the board until September 26, 2023, but did not stand for re-election at the company’s 2023 Annual Meeting of Shareholders. |

  24. Director Compensation for Fiscal 2024

    | 44 | General Mills, Inc. |

  25. Delivering on our Key Priorities

    | Compensation Policies and Practices | | | Robust Compensation Program Governance | • Clawback policies • 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 |

  26. 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. |

  27. Elements of Total Direct Compensation and Alignment with Performance Measures

    Elements of Total Direct Compensation and Alignment with Performance Measures Our executive compensation program is designed to incent our NEOs to pursue strategies and execute priorities that promote growth and deliver strong returns to shareholders. The core elements of our NEOs’ total direct compensation consist of base salary, annual incentive and long-term incentive. Target total direct compensation for each NEO is benchmarked within a reasonable range of the median of our industry peer group. Each element of annual and long-term incentive compensation is tied to performance and closely linked to our strategy, long-term growth model, financial objectives and ultimately to TSR and continued value creation for our shareholders.

  28. Elements of Total Direct Compensation and Alignment with Performance Measures

    | 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* (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 graded vesting | •Ultimate value tied to stock price appreciation | | | | Restricted Stock Units | Four-year graded vesting | •Ultimate value tied to TSR |

  29. Elements of Total Direct Compensation and Alignment with Performance Measures

    | * 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. |

  30. Significant Percentage of Executive Pay Is At Risk

    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.

  31. Significant Percentage of Executive Pay Is At Risk

    | • | Performance Share Units: Can be rendered worthless if company performance for any three-year measurement 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. |

  32. 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.

  33. How We Select Performance Measures

    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. This in turn ensures that our annual incentive awards drive results that support the company’s business strategy and remains consistent with the objectives communicated to investors. Annual company performance measures for fiscal 2024 consisted of two equally weighted measures: organic net sales growth and adjusted operating profit growth.

  34. How We Set Goals

    | • | 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. |

  35. FISCAL 2024 PERFORMANCE AGAINST ANNUAL PERFORMANCE GOALS

    FISCAL 2024 PERFORMANCE AGAINST ANNUAL PERFORMANCE GOALS

  36. FISCAL 2024 PERFORMANCE AGAINST ANNUAL PERFORMANCE GOALS

    | Annual Performance Measure and Weighting | Target | Actual Performance(2) | Award Achievement % | | Organic Net Sales Growth (50%)(1) | 5.0% | -1.1% | 0% | | Adjusted Operating Profit Growth (50%)(1) | 7.0% | 5.2% | 88% | | Business Achievement Percentage | | | 44% |

  37. FISCAL 2024 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. |

  38. How We Calculate the Annual Incentive Award

    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 2024, our NEOs received annual incentive awards ranging from 50% to 65% of their annual incentive award targets.

  39. How We Calculate the Annual Incentive Award

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

  40. How We Calculate the Annual Incentive Award

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

  41. 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 2024 have a three-year cliff vesting period based on company performance over the three-year vesting period. To ensure ongoing alignment with competitive practice while maintaining strong retentive value over time, our annual grants of restricted stock units and stock options, including those granted in fiscal 2024, have transitioned from four-year cliff to four-year graded vesting. All long-term incentive awards are subject to our clawback policies. 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 2024 were granted under the 2022 Stock Compensation Plan.

  42. Long-Term Incentive Award

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

  43. Long-Term Incentive Award

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

  44. Performance Share Units

    Performance Share Units

  45. How We Select Performance Measures

    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 2024 PSU award, performance measures used were: organic net sales growth and cumulative operating cash flow (continued equal weighting), and a +/- 25% relative TSR modifier.

  46. How We Set Goals

    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 2024 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 as illustrated in the table below.

  47. How We Set Goals

    | Company TSR Relative to Compensation Peers | Award Modifier | | ≥ 75th percentile | +25% | | 25th to 75th percentile | No adjustment | | ≤ 25th percentile | -25% |

  48. How We Set Goals

    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%.

  49. How We Set Goals

    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.

  50. How We Measure Performance Against Goals

    How We Measure Performance Against Goals The table below summarizes our company performance against the performance measures for the fiscal 2022 – fiscal 2024 PSUs. It reflects performance against challenging 3-year targets and strength in organic net sales growth and cumulative operating cash flow. Performance achievement was largely driven by strong performance in years 1 and 2 of the performance period. PSUs paid out at 200% of target based on strong financial results and top quartile TSR results relative to our peers.

  51. How We Measure Performance Against Goals

    | Fiscal 2022-Fiscal 2024 PSU Measures and Weightings ($ in millions) | Target | Actual Performance(1) | Award Achievement % | | Organic Net Sales Growth (50%)(2) | 0.7% | 4.5% | 197% | | Cumulative Operating Cash Flow (50%)(3) | $8,890 | $9,673 | 129% | | Weighted Average Performance Achievement | | | 163% | | Relative TSR Modifier(4) | | | 125% | | Fiscal 2022 - 2024 PSU Payout (capped at 200%) | | | 200% |

  52. How We Measure Performance Against Goals

    | (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 Operating Cash Flow is cash generation performance measured by cash flow from operations. Cumulative Operating Cash Flow has been adjusted for restructuring projects and acquisitions and divestitures. | | (4) Total Shareholder Return was at the 86th percentile relative to our peers, which increased the payout by 25% based on the Total Shareholder Return modifier applicable to the fiscal 2022- fiscal 2024 performance cycle. The relative TSR modifier cannot result in a PSU payout greater than 200%. |

  53. Stock Options and Restricted Stock Units

    Stock Options and Restricted Stock Units Stock options and RSUs granted in fiscal 2024 are generally subject to a four-year graded vesting period from the grant date (25% vesting each year). 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.

  54. Severance

    Severance We provide a Separation Pay and Benefits Program to attract and retain executives and to promote orderly succession for key roles. We do not have any employment contracts with our NEOs. See page 69 for further details.

  55. Severance

    | Notice of 2024 Annual Meeting of Shareholders | 53 |

  56. Chairman and Chief Executive Officer

    | Total direct compensation for our Chief Executive Officer (“CEO”) in fiscal 2024 included base salary, annual incentive (paid after the end of the fiscal year for fiscal 2024 performance) and long-term incentives in the form of equity awards, including PSUs, stock options and RSUs (granted at the beginning of fiscal 2024). At the beginning of fiscal 2024, 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 base salary to $1,350,000 and his intended target long-term incentive award to $10,000,000. Mr. Harmening’s annual incentive target remained the same as in fiscal 2023. | FISCAL 2024 COMPENSATION (IN MILLIONS) |

  57. 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 $1,350,000 at the beginning of fiscal 2024 which was an 8% increase compared to fiscal 2023. | | • | Annual Incentive: The board maintained 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 2024 was 44%. The board approved a fiscal 2024 individual performance rating percentage of 75% for Mr. Harmening in recognition of his strong leadership through a highly dynamic and challenging operating environment in fiscal 2024. | | • | Long-Term Incentive: At the beginning of fiscal 2024, 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 2024 long-term incentive was $10,050,633. | | • | Performance Share Unit Three-Year Performance Achievement: The performance period for Mr. Harmening’s fiscal 2022 – fiscal 2024 PSUs was completed this year. The award achievement percentage for this tranche of PSUs was 200% of the target number of PSUs. |

  58. Determining Executive Compensation

    | • | 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. |

  59. The Industry Peer Group

    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. The industry peer group for fiscal 2024 was amended to reflect the spin-off of Kellogg into Kellanova and WK Kellogg. Reflective of the selection criteria outlined below, Kellanova remained a peer in our peer group for fiscal 2024. The compensation and talent committee used the following selection criteria in determining our industry peer group:

  60. The Industry Peer Group

    | • | Global, publicly traded consumer packaged goods companies within our and similar sub-industries, as identified by the S&P Global Industry Classification System; | | • | Comparable scale and complexity of operations, as measured primarily by sales, market capitalization, total assets and total employees; | | • | Direct competitors for business, capital or industry talent; | | • | Continuous and transparent disclosure of business results and executive compensation; and | | • | Continuity from year to year |

  61. OUR INDUSTRY PEER GROUP

    OUR INDUSTRY PEER GROUP

  62. OUR INDUSTRY PEER GROUP

    | Campbell Soup Co. (CPB) | The Hershey Co. (HSY) | Mondelēz International, Inc. (MDLZ) | | Clorox Co. (CLX) | The J. M. Smucker Company (SJM) | Nestlé SA* (NSRGY) | | The Coca-Cola Co. (KO) | Kellanova (K) | PepsiCo, Inc. (PEP) | | Colgate-Palmolive Co. (CL) | Kimberly-Clark Corp. (KMB) | The Procter & Gamble Company (PG) | | Conagra Brands, Inc. (CAG) | The Kraft Heinz Company (KHC) | Reckitt Benckiser Group plc* (RBGLY) | | Danone Inc.* (DANOY) | Keurig Dr Pepper Inc. (KDP) | Unilever NV* (UL) |

  63. OUR INDUSTRY PEER GROUP

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

  64. OUR INDUSTRY PEER GROUP

    | Notice of 2024 Annual Meeting of Shareholders | 55 |

  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. Practices Related to the Grant of Equity Awards

    Practices Related to the Grant of Equity Awards Under the company’s practices, the approval of long-term equity incentive compensation for the company’s regular annual equity awards (including stock options and RSU and PSU grants to our NEOs) is typically made two business days after the filing of the company’s Annual Report on Form 10-K. Neither the board nor the compensation and talent committee take into account material non-public information when determining the timing or terms of equity awards, nor do we time disclosure of material non-public information for the purpose of affecting the value of executive compensation. Stock options are granted with an exercise price at least equal to the closing market price of our common stock on the grant date, as required by the 2022 Stock Compensation Plan.

  69. Practices Related to the Grant of Equity Awards

    | 56 | General Mills, Inc. |

  70. Practices Related to the Grant of Equity Awards

    During fiscal 2024, the company did not grant stock options (or similar awards) to any NEO during any period beginning four business days before and ending one business day after the filing of any company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any company Form 8-K that disclosed any material non-public information.

  71. Tax Deductibility of Compensation

    Tax Deductibility of Compensation In keeping with our compensation philosophy, annual cash incentives and long-term incentive equity awards granted in fiscal 2024 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.

  72. Summary Compensation Table

    Summary Compensation Table

  73. Summary Compensation Table

    | Name | Year | Salary ($) | Bonus(2) ($) | Stock Award(3) ($) | Option Award(4) ($) | Non-Equity Incentive Plan Compensation(5) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earning(6) ($) | All Other Compensation(7) ($) | Total ($) | | Jeffrey L. Harmening Chairman of the Board & CEO | 2024 | 1,333,333 | 0 | 7,203,495 | 2,847,138 | 1,204,800 | 3,303,184 | 164,164 | 16,056,114 | | | 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 | | Kofi A. Bruce Chief Financial Officer | 2024 | 775,000 | 0 | 1,836,952 | 726,036 | 396,800 | 800,182 | 82,547 | 4,617,517 | | | 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 | | Dana M. McNabb(1) Group President, North America Retail | 2024 | 618,750 | 0 | 1,492,557 | 313,185 | 326,053 | 356,666 | 58,303 | 3,165,514 | | Jonathon J. Nudi Group President, Pet, International & North America Foodservice | 2024 | 834,167 | 0 | 1,945,021 | 768,732 | 537,212 | 1,009,514 | 96,587 | 5,191,233 | | | 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 | | Jaime Montemayor Chief Digital and Technology Officer | 2024 | 700,000 | 0 | 1,440,699 | 569,435 | 365,120 | 0 | 182,077 | 3,257,331 | | | 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 | | Karen Wilson Thissen General Counsel & Secretary | 2024 | 726,333 | 0 | 1,224,782 | 484,024 | 349,802 | 0 | 167,466 | 2,952,407 | | | 2023 | 694,712 | 225,000 | 1,266,480 | 352,697 | 867,001 | 0 | 51,545 | 3,232,435 |

  74. Summary Compensation Table

    Footnotes to the Summary Compensation Table:

  75. Summary Compensation Table

    | (1) Ms. McNabb was promoted to Group President, North America Retail effective January 1, 2024. Compensation reported for fiscal 2024 reflects a partial year of pay for her role as Group President, North America Retail and a partial year of pay for her prior role. | | (2) 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 was subject to repayment in the event of voluntary termination or termination due to cause within 24 months of the commencement of her employment. | | (3) Amounts reported for 2024 stock awards represent the aggregate grant date fair value of RSUs and PSUs awarded to the NEOs in fiscal 2024. RSUs awarded to the NEOs have four-year graded vesting. PSUs awarded to the NEOs have a three-year performance period (fiscal 2024 to 2026) and a three-year cliff vesting period. Grant date fair value is calculated in accordance with FASB ASC Topic 718. For the 2024 stock awards, the grant date fair value equals the closing price of our common stock on the NYSE on the grant date ($76.70) for RSUs and the Monte Carlo valuation as of the grant date ($72.15) for PSUs. 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. 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. McNabb include 5,415 RSUs granted on January 8, 2024, with four-year graded vesting, and 6,226 PSUs granted on January 8, 2024 with three-year cliff vesting received in conjunction with her promotion to Group President, North America Retail. The grant date fair value equals the closing price of our common stock on the NYSE on the grant date ($64.64) for RSUs and the Monte Carlo valuation as of the grant date ($56.22) for PSUs. The PSUs granted on January 8, 2024 are aligned to the same performance period as those granted in June 2023 (fiscal 2024 to 2026). | | The following table reflects the value at grant date of the 2024 PSU awards at threshold, target and maximum performance levels. |

  76. Summary Compensation Table

    | 58 | General Mills, Inc. |

  77. Grants of Plan-Based Awards for Fiscal 2024

    Grants of Plan-Based Awards for Fiscal 2024

  78. Grants of Plan-Based Awards for Fiscal 2024

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Award Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Jeffrey L. Harmening | | Cash(1) | 0 | 2,400,000 | 4,800,000 | — | — | — | — | — | — | — | | | 6/30/2023 | RSU(2) | — | — | — | — | — | — | 32,595 | — | — | 2,500,037 | | | 6/30/2023 | PSU(3) | — | — | — | 0 | 65,190 | 130,380 | — | — | — | 4,703,459 | | | 6/30/2023 | Options(4) | — | — | — | — | — | — | — | 162,973 | 76.70 | 2,847,138 | | Kofi A. Bruce | | Cash(1) | 0 | 775,000 | 1,550,000 | — | — | — | — | — | — | — | | | 6/30/2023 | RSU(2) | — | — | — | — | — | — | 8,312 | — | — | 637,530 | | | 6/30/2023 | PSU(3) | — | — | — | 0 | 16,624 | 33,248 | — | — | — | 1,199,422 | | | 6/30/2023 | Options(4) | — | — | — | — | — | — | — | 41,559 | 76.70 | 726,036 | | Dana M. McNabb | | Cash(1) | 0 | 604,688 | 1,209,375 | — | — | — | — | — | — | — | | | 6/30/2023 | RSU(2) | — | — | — | — | — | — | 3,586 | — | — | 275,046 | | | 1/8/2024 | RSU(2) | — | — | — | — | — | — | 5,415 | — | — | 350,026 | | | 6/30/2023 | PSU(3) | — | — | — | 0 | 7,172 | 14,344 | — | — | — | 517,460 | | | 1/8/2024 | PSU(3) | — | — | — | 0 | 6,226 | 12,452 | | — | — | 350,026 | | | 6/30/2023 | Options(4) | — | — | — | — | — | — | — | 17,927 | 76.70 | 313,185 | | Jonathon J. Nudi | | Cash(1) | 0 | 1,001,000 | 2,002,000 | — | — | — | — | — | — | — | | | 6/30/2023 | RSU(2) | — | — | — | — | — | — | 8,801 | — | — | 675,037 | | | 6/30/2023 | PSU(3) | — | — | — | 0 | 17,602 | 35,204 | — | — | — | 1,269,984 | | | 6/30/2023 | Options(4) | — | — | — | — | — | — | — | 44,003 | 76.70 | 768,732 | | Jaime Montemayor | | Cash(1) | 0 | 560,000 | 1,120,000 | — | — | — | — | — | — | — | | | 6/30/2023 | RSU(2) | — | — | — | — | — | — | 6,519 | — | — | 500,007 | | | 6/30/2023 | PSU(3) | — | — | — | 0 | 13,038 | 26,076 | — | — | — | 940,692 | | | 6/30/2023 | Options(4) | — | — | — | — | — | — | — | 32,595 | 76.70 | 569,435 | | Karen Wilson Thissen | | Cash(1) | 0 | 581,067 | 1,162,133 | — | — | — | — | — | — | — | | | 6/30/2023 | RSU(2) | — | — | — | — | — | — | 5,542 | — | — | 425,071 | | | 6/30/2023 | PSU(3) | — | — | — | 0 | 11,084 | 22,168 | — | — | — | 799,711 | | | 6/30/2023 | Options(4) | — | — | — | — | — | — | — | 27,706 | 76.70 | 484,024 |

  79. Grants of Plan-Based Awards for Fiscal 2024

    | (1) Annual Incentive Awards for Fiscal 2024 Performance: Cash. Includes the potential range of 2024 annual incentive awards granted under the Executive Incentive Plan as described in the Compensation Discussion and Analysis. The actual amount earned for fiscal 2024 performance is reported under the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table. | | (2) Long-Term Incentive Awards: Restricted Stock Units. Includes RSUs granted in fiscal 2024 under the 2022 Stock Compensation Plan. | | (3) Long-Term Incentive Awards: Performance Share Units. Includes PSUs that will be paid out based on a fiscal 2024-2026 performance period under the 2022 Stock Compensation Plan as described in the Compensation Discussion and Analysis. | | (4) Long-Term Incentive Awards: Options. Includes options granted in fiscal 2024 under the 2022 Stock Compensation Plan. | | Information on the terms of these awards is described under “Elements of Total Direct Compensation and Alignment with Performance Measures” in the Compensation Discussion and Analysis. See Potential Payments Upon Termination or Change in Control for a discussion of how equity awards are treated under various termination scenarios. |

  80. Grants of Plan-Based Awards for Fiscal 2024

    | Notice of 2024 Annual Meeting of Shareholders | 61 |

  81. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table summarizes the outstanding equity awards as of May 26, 2024, for each of the NEOs.

  82. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Options Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | Market Value of Shares or Units That Have Not Vested(2) ($) | | Jeffrey L. Harmening | 6/30/2020 | | | | | 28,387 | $1,938,832 | | | | | 6/29/2021 | | | | | 120,776 | $8,249,001 | | | | | 6/29/2021 | | | | | 30,194 | $2,062,250 | | | | | 6/28/2022 | | | | | | | 124,540 | $8,506,082 | | | 6/28/2022 | | | | | 31,135 | $2,126,521 | | | | | 6/30/2023 | | | | | | | 130,380 | $8,904,954 | | | 6/30/2023 | | | | | 32,595 | $2,226,239 | | | | | 6/30/2015 | 57,879 | — | $55.72 | 7/30/2025 | | | | | | | 6/21/2016 | 112,748 | — | $66.52 | 7/21/2026 | | | | | | | 6/27/2017 | 270,173 | — | $55.52 | 7/27/2027 | | | | | | | 6/26/2018 | 325,663 | — | $46.06 | 7/26/2028 | | | | | | | 6/25/2019 | 162,943 | — | $53.70 | 7/25/2029 | | | | | | | 6/30/2020 | — | 141,931 | $61.65 | 7/30/2030 | | | | | | | 6/29/2021 | — | 150,967 | $60.03 | 7/29/2031 | | | | | | | 6/28/2022 | — | 155,672 | $70.26 | 7/28/2032 | | | | | | | 6/30/2023 | — | 162,973 | $76.70 | 7/30/2033 | | | | | | Kofi A. Bruce | 6/30/2020 | | | | | 6,691 | $456,995 | | | | | 6/29/2021 | | | | | 38,316 | $2,616,983 | | | | | 6/29/2021 | | | | | 9,579 | $654,246 | | | | | 6/28/2022 | | | | | | | 32,736 | $2,235,869 | | | 6/28/2022 | | | | | 8,184 | $558,967 | | | | | 6/30/2023 | | | | | | | 33,248 | $2,270,838 | | | 6/30/2023 | | | | | 8,312 | $567,710 | | | | | 6/30/2015 | 14,919 | — | $55.72 | 7/30/2025 | | | | | | | 6/21/2016 | 13,530 | — | $66.52 | 7/21/2026 | | | | | | | 6/27/2017 | 11,257 | — | $55.52 | 7/27/2027 | | | | | | | 6/26/2018 | 35,281 | — | $46.06 | 7/26/2028 | | | | | | | 6/25/2019 | 11,639 | — | $53.70 | 7/25/2029 | | | | | | | 6/30/2020 | — | 33,455 | $61.65 | 7/30/2030 | | | | | | | 6/29/2021 | — | 47,893 | $60.03 | 7/29/2031 | | | | | | | 6/28/2022 | — | 40,920 | $70.26 | 7/28/2032 | | | | | | | 6/30/2023 | — | 41,559 | $76.70 | 7/30/2033 | | | | |

  83. Outstanding Equity Awards at 2024 Fiscal Year-End

    | 62 | General Mills, Inc. |

  84. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Options Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | Market Value of Shares or Units That Have Not Vested(2) ($) | | Dana M. McNabb | 6/30/2020 | | | | | 4,218 | $288,089 | | | | | 6/29/2021 | | | | | 15,828 | $1,081,052 | | | | | 6/29/2021 | | | | | 3,957 | $270,263 | | | | | 6/28/2022 | | | | | | | 15,660 | $1,069,578 | | | 6/28/2022 | | | | | 3,915 | $267,395 | | | | | 6/30/2023 | | | | | | | 14,344 | $979,695 | | | 6/30/2023 | | | | | 3,586 | $244,924 | | | | | 1/8/2024 | | | | | | | 12,452 | $850,472 | | | 1/8/2024 | | | | | 5,415 | $369,845 | | | | | 6/21/2016 | 11,839 | — | $66.52 | 7/21/2026 | | | | | | | 6/27/2017 | 27,017 | — | $55.52 | 7/27/2027 | | | | | | | 6/26/2018 | 35,823 | — | $46.06 | 7/26/2028 | | | | | | | 6/25/2019 | 27,933 | — | $53.70 | 7/25/2029 | | | | | | | 6/30/2020 | — | 21,087 | $61.65 | 7/30/2030 | | | | | | | 6/29/2021 | — | 19,782 | $60.03 | 7/29/2031 | | | | | | | 6/28/2022 | — | 19,571 | $70.26 | 7/28/2032 | | | | | | | 6/30/2023 | — | 17,927 | $76.70 | 7/30/2033 | | | | | | Jonathon J. Nudi | 6/30/2020 | | | | | 9,327 | $637,034 | | | | | 6/29/2021 | | | | | 42,148 | $2,878,708 | | | | | 6/29/2021 | | | | | 10,537 | $719,677 | | | | | 6/28/2022 | | | | | | | 32,736 | $2,235,869 | | | 6/28/2022 | | | | | 8,184 | $558,967 | | | | | 6/30/2023 | | | | | | | 35,204 | $2,404,433 | | | 6/30/2023 | | | | | 8,801 | $601,108 | | | | | 6/30/2015 | 9,647 | — | $55.72 | 7/30/2025 | | | | | | | 6/21/2016 | 23,539 | — | $66.52 | 7/21/2026 | | | | | | | 6/27/2017 | 58,706 | — | $55.52 | 7/27/2027 | | | | | | | 6/26/2018 | 101,212 | — | $46.06 | 7/26/2028 | | | | | | | 6/25/2019 | 53,539 | — | $53.70 | 7/25/2029 | | | | | | | 6/30/2020 | — | 46,635 | $61.65 | 7/30/2030 | | | | | | | 6/29/2021 | — | 52,682 | $60.03 | 7/29/2031 | | | | | | | 6/28/2022 | — | 40,920 | $70.26 | 7/28/2032 | | | | | | | 6/30/2023 | — | 44,003 | $76.70 | 7/30/2033 | | | | |

  85. Outstanding Equity Awards at 2024 Fiscal Year-End

    | Notice of 2024 Annual Meeting of Shareholders | 63 |

  86. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Options Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | Market Value of Shares or Units That Have Not Vested(2) ($) | | Jaime Montemayor | 6/30/2020 | | | | | 5,678 | $387,807 | | | | | 6/29/2021 | | | | | 23,324 | $1,593,029 | | | | | 6/29/2021 | | | | | 5,831 | $398,257 | | | | | 6/28/2022 | | | | | | | 24,908 | $1,701,216 | | | 6/28/2022 | | | | | 6,227 | $425,304 | | | | | 6/30/2023 | | | | | | | 26,076 | $1,780,991 | | | 6/30/2023 | | | | | 6,519 | $445,248 | | | | | 6/30/2020 | — | 28,387 | $61.65 | 7/30/2030 | | | | | | | 6/29/2021 | — | 29,153 | $60.03 | 7/29/2031 | | | | | | | 6/28/2022 | — | 31,135 | $70.26 | 7/28/2032 | | | | | | | 6/30/2023 | — | 32,595 | $76.70 | 7/30/2033 | | | | | | Karen Wilson Thissen | 6/28/2022 | | | | | | | 19,928 | $1,361,082 | | | 6/28/2022 | | | | | 2,402 | $164,057 | | | | | 6/28/2022 | | | | | 4,982 | $340,271 | | | | | 6/30/2023 | | | | | | | 22,168 | $1,514,074 | | | 6/30/2023 | | | | | 5,542 | $378,519 | | | | | 6/28/2022 | — | 24,908 | $70.26 | 7/28/2032 | | | | | | | 6/30/2023 | — | 27,706 | $76.70 | 7/30/2033 | | | | |

  87. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (1) Options and RSUs granted prior to 6/30/2023 vest 100% four years after the grant date. Options and RSUs granted on or after 6/30/2023 vest 25% per year for four years after the grant date. PSUs vest three years after the grant date, to the extent they are earned based on a three-year performance period. | | (2) Market value of unvested RSUs and PSUs equals the closing price of our common stock on the NYSE at fiscal year-end ($68.30) multiplied by the number of units. Includes PSUs that are eligible to vest in June 2024 based on performance for the fiscal 2022-2024 performance period. | | (3) Includes PSUs for fiscal 2023-2025 and fiscal 2024-2026 performance periods for all NEOs. PSUs are valued at the maximum award level. |

  88. Option Exercises and Stock Vested for Fiscal 2024

    Option Exercises and Stock Vested for Fiscal 2024 The following table summarizes the option awards exercised, and PSUs and RSUs vested during fiscal 2024 for each of the NEOs.

  89. Option Exercises and Stock Vested for Fiscal 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting | Value Realized on Vesting(2) ($) | | Jeffrey L. Harmening | 60,056 | 596,957 | 130,524 | 10,161,752 | | Kofi A. Bruce | — | — | 25,412 | 1,959,856 | | Dana M. McNabb | — | — | 17,346 | 1,343,346 | | Jonathon J. Nudi | — | — | 42,886 | 3,338,827 | | Jaime Montemayor | — | — | 19,589 | 1,502,476 | | Karen Wilson Thissen | — | — | 801 | 61,453 |

  90. Option Exercises and Stock Vested for Fiscal 2024

    | (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. |

  91. Option Exercises and Stock Vested for Fiscal 2024

    | 64 | General Mills, Inc. |

  92. Pension Benefits

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

  93. Pension Benefits

    | • | The General Mills Pension Plan I (“U.S. 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 U.S. Pension Plan formula in excess of the Internal Revenue Code limits placed on annual benefit amounts and annual compensation under the U.S. Pension Plan. The Supplemental Retirement Plan also provides benefits based on the U.S. Pension Plan formula that is attributable to deferred compensation. | | • | The Retirement Plan for Employees of General Mills Canada Corporation (“Canada Pension Plan” and together with the U.S. Pension Plan, the “Pension Plans”) is a defined benefit pension plan available to certain employees in Canada hired prior to January 1, 2013, and provides benefits based on a formula that yields an annual amount payable over the participant’s life. |

  94. Pension Benefits

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

  95. 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) | U.S. Pension Plan | 29.8710 | 2,903,709 | — | | | Supplemental Retirement Plan | 29.8710 | 19,673,616 | — | | Kofi A. Bruce | U.S. Pension Plan | 15.0753 | 1,216,476 | — | | | Supplemental Retirement Plan | 15.0753 | 2,039,806 | — | | Dana M. McNabb(5) | U.S. Pension Plan | 12.7500 | 1,077,002 | — | | | Supplemental Retirement Plan | 12.7500 | 1,350,601 | — | | | Canada Pension Plan | 11.0000 | 104,285 | — | | Jonathon J. Nudi(5) | U.S. Pension Plan | 31.0296 | 2,434,861 | — | | | Supplemental Retirement Plan | 31.0296 | 6,916,659 | — | | Jaime Montemayor(6) | U.S. Pension Plan | 0.0000 | — | — | | | Supplemental Retirement Plan | 0.0000 | — | — | | Karen Wilson Thissen(6) | U.S. Pension Plan | 0.0000 | — | — | | | Supplemental Retirement Plan | 0.0000 | — | — |

  96. Pension Benefits

    | (1) Number of years of credited service equals number of years of service for use in pension calculation. The U.S. 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: |

  97. Pension Benefits

    | • | Discount rate equal to a weighted average of 5.54% as of the end of fiscal 2024; | | • | 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. |

  98. 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. | | (4) NEO is eligible for early retirement under both the U.S. 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 U.S. Pension Plan and the Supplemental Retirement Plan. | | (6) NEOs are not eligible for the U.S. Pension Plan based on their hire dates with the company. |

  99. Pension Benefits

    The U.S. 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.

  100. Pension Benefits

    | Notice of 2024 Annual Meeting of Shareholders | 65 |

  101. Pension Benefits

    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 U.S. 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 U.S. 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. The Canada Pension Plan provides a benefit equal to 1% of Final Average Earnings multiplied by credited service. Final Average Earnings generally approximate the salary and non-equity incentive plan compensation for the Canadian service period. Early retirement benefits are available after attaining age 55 and are reduced for commencement that precedes age 62. There are several forms of payment available for election subject to applicable provincial requirements.

  102. 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 2024: Stable Value Fund (2.94%); Core Bond Fund (1.29%); Diversified U.S. Equity Fund (26.68%); Diversified U.S. Equity Index Fund (27.640%); Diversified International Equity Fund (14.52%); Diversified International Equity Index Fund (16.86%); Multi-Asset Class Fund (9.59%). 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.

  103. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE(3) ($) | | Jeffrey L. Harmening | 2,650,137 | — | (1,852,974) | — | 20,957,341 | | Kofi A. Bruce | — | — | — | — | — | | Dana M. McNabb | — | — | 1,080 | — | 38,304 | | Jonathon J. Nudi | 870,775 | — | (635,093) | — | 3,488,196 | | Jaime Montemayor | — | — | — | — | — | | Karen Wilson Thissen | 363,167 | — | 57,954 | — | 569,495 |

  104. Nonqualified Deferred Compensation

    | (1) For Mr. Harmening and Mr. Nudi, reflects value as of the vesting date of RSUs that were awarded June 25, 2019 and vested and deferred on June 25, 2023 pursuant to the terms of the 2017 Stock Compensation Plan and their relevant award agreements. These awards were reported as compensation in the fiscal 2020 proxy statement. For Ms. Wilson Thissen, value reflects a portion of her 2024 base salary deferred and is also reported as salary in the Summary Compensation Table above. | | (2) Reflects the adjustments made to each NEO’s account during fiscal 2024 to reflect the performance of the investment options chosen by the executive and are not required to be reported as compensation in the Summary Compensation Table. | | (3) To the extent that an executive was an NEO for a reported year, these amounts, other than the portion attributable to accrued earnings, were reported in previous proxy statements as compensation in the year of the executive’s deferral or contribution, as applicable. |

  105. 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 2024. The actual amounts to be paid out can only be determined at the time of the NEO’s departure from the company.

  106. Stock Compensation Plans

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

  107. 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 |

  108. 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:

  109. Stock Compensation Plans

    | Nature of Termination | RSUs | PSUs(1) | 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 |

  110. 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. |

  111. 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 2024:

  112. CEO Pay Ratio

    | • | The total compensation of our median employee, calculated in accordance with the rules applicable to the Summary Compensation table, was $70,425; | | • | The total compensation of our CEO, as reported in the Summary Compensation Table, was $16,056,114; and | | • | The ratio of our CEO’s total compensation to the median employee’s total compensation was 228 to 1. |

  113. CEO Pay Ratio

    To identify our median employee, we compared fiscal 2024 base salaries, target annual incentives and allowances for all individuals who were employed by us on March 1, 2024, excluding our CEO, annualized for any permanent employees who joined the company during fiscal 2024. 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: Greece (191), Mexico (1,052) and Taiwan (398). The total number of excluded employees (1,641) represents less than 5% of our total employee population of approximately 34,000 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.

  114. 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 46. 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.

  115. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(2) | GIS Total Shareholder Return | Peer Group Total Shareholder Return(3) | Net Income ($ millions) | Company Selected Measure: Organic Net Sales Growth(4) | | 2024 | $16,056,114 | ($ | 2,738,708) | $3,836,800 | $402,979 | $122.92 | $123.88 | $2,497 | -1.1% | | 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% |

  116. Pay Versus Performance

    | (1) The PEO was Jeffrey L. Harmening for all years in the table. The Other NEOs were Kofi Bruce (all years), Dana McNabb (2024), Jonathan Nudi (all years), Jaime Montemayor (all years), Karen Wilson Thissen (2023 and 2024), John Church (2022 and 2021), and Richard Allendorf (2022). |

  117. Pay Versus Performance

    | Notice of 2024 Annual Meeting of Shareholders | 71 |

  118. Pay Versus Performance

    | (2) The following tables describe 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: |

  119. RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO COMPENSATION ACTUALLY PAID(a)

    RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO COMPENSATION ACTUALLY PAID(a)

  120. RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO COMPENSATION ACTUALLY PAID(a)

    | Year | 2024 | | | | | | PEO | | Other NEOs | | | Summary Compensation Table Total | | 16,056,114 | | 3,836,800 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | ($ | 10,050,633) | ($ | 2,160,285) | | (Minus): Aggregate Change in Actuarial Present Value of Accumulated Benefits Under Defined Benefit and Pension Plans Reported in SCT | ($ | 3,303,184) | ($ | 433,272) | | Plus: Pension Service Cost and Associated Prior Service Cost | | 330,549 | | 83,090 | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | | 6,704,814 | | 1,469,787 | | Plus/(Minus): Change in Fair Value as of Fiscal Year End (From the End of the Prior Fiscal Year) of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | ($ | 11,816,031) | ($ | 2,333,831) | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | | 0 | | 0 | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | ($ | 1,392,312) | ($ | 208,747) | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | | 0 | | 0 | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | | 731,975 | | 149,437 | | Compensation Actually Paid | ($ | 2,738,708) | | 402,979 |

  121. RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO COMPENSATION ACTUALLY PAID(a)

    | (a) The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards. For our financial PSUs, we assumed payouts ranging between 46% and 200% for the fiscal 2024 CAP calculations. |

  122. RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO COMPENSATION ACTUALLY PAID(a)

    | (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 2024 Annual Report. Total shareholder return is calculated based on a fixed investment of $100 measured from the market close on the last trading day of fiscal 2020 through and including the end of the fiscal year for each fiscal year reported in the table. |

  123. RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO COMPENSATION ACTUALLY PAID(a)

    | (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 2024 to the company’s performance. |

  124. Relationship Between Compensation Actually Paid and Performance

    Relationship Between Compensation Actually Paid and Performance The following charts show graphically the relationships over the past four 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.

  125. Relationship Between Compensation Actually Paid and Performance

    | | | | | |

  126. Relationship Between Compensation Actually Paid and Performance

    As described in more detail in the Compensation Discussion & Analysis, a significant portion of our NEO’s total compensation is tied to company performance in the form of annual and long-term incentives. Overall, our executive compensation is closely aligned with shareholder returns. 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 2024. 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, except to the extent that the company specifically incorporates such information by reference.

  127. 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. |

  128. Relationship Between Compensation Actually Paid and Performance

    | Notice of 2024 Annual Meeting of Shareholders | 73 |

  129. 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 26, 2024, all independent directors met or exceeded these stock ownership requirements, except for Benno O. Dorer and John G. Morikis who joined the board in 2024. | Director Stock Ownership Requirement 5x annual cash retainer |