DEF 14A of General Mills Inc, Aug 13, 2026

DEF 14A of General Mills Inc

Filed Aug 13, 2026 · FY20260001628280-26-056619

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 Steve Odland, 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 our Chairman and Chief Executive Officer, Jeffrey L. Harmening, and our Chief Operating Officer, Dana M. McNabb. See Board Independence and Related Person Transactions on page 44. 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 as of the tenth day prior to the date the company first mails notice of the Annual Meeting, 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 2025 Annual Meeting, except for Joan L. Bottarini who was identified by a third-party search firm as a new director candidate and elected as a director by the board in January 2026 and Dana M. McNabb, our Chief Operating Officer, who was elected as a director by the board in May 2026, effective June 1, 2026. If elected, each director will hold office until the 2027 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 17. 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

    | Notice of 2026 Annual Meeting of Shareholders | 15 |

  4. Back to Contents

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  5. Proposal Number 1: Election of Directors

    Proposal Number 1: Election of Directors

  6. Proposal Number 1: Election of Directors

    | 2026 Director Nominees At-A-Glance | INDEPENDENCE 10 Independent | | | | | | | | | | | | | | AGE | | TENURE (Average Tenure: 6.5 years) | | | | | 4 60 and below | 8 61+ | 4 <4 years | 4 4-9 years | 4 9+ years | | | | | | | |

  7. Jorge A. Uribe, 69

    Jorge A. Uribe, 69 Former Global Productivity and Organization Transformation Officer at The Procter & Gamble Company

  8. Maria A. Sastre, 71

    Maria A. Sastre, 71 Former President and Chief Operating Officer of Signature Flight Support Corporation

  9. Maria G. Henry, 59

    Maria G. Henry, 59 Former Chief Financial Officer of Kimberly-Clark Corporation

  10. Eric D. Sprunk, 62

    Eric D. Sprunk, 62 Former Chief Operating Officer of NIKE, Inc.

  11. Benno O. Dorer, 62

    Benno O. Dorer, 62 Former Chairman and Chief Executive Officer of The Clorox Company

  12. Dana M. McNabb, 50

    Dana M. McNabb, 50 Chief Operating Officer of General Mills

  13. General Mills

    General Mills

  14. Board of Directors

    Board of Directors

  15. Proposal Number 1: Election of Directors

    Proposal Number 1: Election of Directors

  16. Director Nomination Process

    Director Nomination Process Our board follows an annual director nomination process that promotes thoughtful and in-depth review of overall board composition and director nominees throughout the year. At the beginning of the process, the corporate governance committee reviews current board composition and considers search priorities for any new director candidates. The skills and experiences of our directors are reviewed annually to confirm that our board possesses the traits, attributes, and qualifications to successfully guide and oversee the company’s long-term strategy and priorities and continue to promote effective board performance. The corporate governance committee reviews incumbent director candidates, evaluates any changes in circumstances that may impact their candidacy, and considers information from the board evaluation process to ensure the board continues to operate effectively. Upon a recommendation from the corporate governance committee, the board of directors approves the nomination of director candidates for election at the Annual Meeting. The corporate governance committee identifies potential new director candidates using a search firm that is paid a fee for its services, together with referrals and suggestions from board members and shareholders. The corporate governance committee interviews potential director candidates to confirm their qualifications, interest, and availability for board service.

  17. REVIEW OF BOARD COMPOSITION

    REVIEW OF BOARD COMPOSITION

  18. AND SEARCH PRIORITIES

    AND SEARCH PRIORITIES

  19. BOARD EVALUATION

    BOARD EVALUATION

  20. AND DIRECTOR SURVEY

    AND DIRECTOR SURVEY

  21. INITIAL REVIEW

    INITIAL REVIEW

  22. OF BOARD NOMINEES

    OF BOARD NOMINEES

  23. Proposal Number 1: Election of Directors

    Proposal Number 1: Election of Directors

  24. Proposal Number 1: Election of Directors

    Proposal Number 1: Election of Directors The chart below identifies the balance of skills and qualifications each director nominee brings to the board. The fact that a particular skill or qualification is not designated does not mean the director nominee does not possess that particular attribute. Rather, the skills and qualifications noted below are those reviewed by the corporate governance committee as part of the board succession planning process. We believe the combination of skills and qualifications shown below demonstrates how our board is well positioned to provide strategic advice and effective oversight to our management.

  25. Proposal Number 1: Election of Directors

    | | Senior Executive Leadership | Industry Focus | Accounting and Financial Expertise | Global Experience | Governance Expertise | Marketing/ E-commerce Experience | Innovation | Health, Wellness, and Nutrition | Government/ Public Policy Expertise | Digital and Technology | | Joan L. Bottarini | l | l | l | l | l | l | | l | l | l | | Benno O. Dorer | l | l | l | l | l | l | l | l | l | l | | Jeffrey L. Harmening | l | l | l | l | l | l | l | l | | l | | Maria G. Henry | l | l | l | l | l | l | | | l | l | | Jo Ann Jenkins | l | | l | | l | l | l | l | l | l | | Elizabeth C. Lempres | l | l | l | l | l | l | | l | l | l | | Dana M. McNabb | l | l | l | l | | l | l | l | l | l | | John G. Morikis | l | l | l | l | l | l | | l | l | l | | Diane L. Neal | l | l | l | l | l | l | l | l | | l | | Maria A. Sastre | l | l | l | l | l | l | | l | l | | | Eric D. Sprunk | l | l | l | l | l | l | l | l | l | l | | Jorge A. Uribe | l | l | l | l | | l | l | | | | | Total | | | | | | | | | | |

  26. Proposal Number 1: Election of Directors

    | Notice of 2026 Annual Meeting of Shareholders | 19 |

  27. Back to Contents

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  28. Proposal Number 1: Election of Directors

    Proposal Number 1: Election of Directors

  29. 2026 Director Nominees

    2026 Director Nominees

  30. 2026 Director Nominees

    | Joan L. Bottarini Age 55 Independent Director Since 2026 Committees AUDIT, COMPENSATION AND TALENT | | Joan L. Bottarini has served as Executive Vice President and Chief Financial Officer of Hyatt Hotels Corporation, a global hospitality company with a portfolio of more than 1,500 hotels across 80+ countries, since November 2018. In this role, Ms. Bottarini is responsible for the full scope of Hyatt's global finance function, including financial reporting, planning, treasury, tax, investor relations, internal audit, and shared services. During her 25-year Hyatt tenure, she has also served as the company’s Senior Vice President, Finance, Americas; Vice President, Hotel Finance, Asia Pacific (Hong Kong); and Vice President, Strategic Financial Planning and Analysis. Before joining Hyatt, Ms. Bottarini served as Controller of Development Finance and External Reporting at Essex Property Trust and as an Assurance Manager at KPMG LLP. | | Contributions to the Board •Capital Markets and Investor Insight. As the current Executive Vice President and Chief Financial Officer of Hyatt Hotels Corporation, Ms. Bottarini brings to the board a deep and current understanding of financial strategy, capital allocation, and investor relations at a large, publicly traded company. During her tenure, Ms. Bottarini has overseen significant capital structuring decisions and investor communications through a complex and evolving consumer and operating environment, experience that is highly relevant to General Mills as it continues to manage a dynamic environment. Ms. Bottarini’s experience managing Hyatt’s capital structure and investor communications through a period of balance sheet and operating model transformation provides particularly relevant perspective as General Mills manages financial implications of its recent portfolio shaping actions. •Global Experience and Consumer Insight. Ms. Bottarini's experience in multiple leadership roles across the Americas and Asia Pacific provides the board with valuable perspective on managing a complex, global consumer-facing business operating in diverse regulatory and market environments. She also provides the board with a deep understanding of the diversity and complexity of serving a global customer base with different product and marketing strategies. •Accounting and Financial Expertise. As a Certified Public Accountant with over two decades of progressive financial leadership at Hyatt, Ms. Bottarini brings deep technical accounting expertise and financial discipline to the board. Her hands-on experience managing financial reporting, internal audit, and risk oversight at a global public company makes her particularly well-suited to serve on the audit committee and to provide strong oversight of General Mills' financial controls, reporting integrity, and enterprise risk management practices. |

  31. 2026 Director Nominees

    | Top Five Key Skills | | | | | | Senior Executive Leadership | | Accounting and Financial Expertise | | | Governance Expertise | | Global Experience | | | Marketing/E-commerce Experience | | |

  32. 2026 Director Nominees

    | 20 | General Mills, Inc. |

  33. Back to Contents

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  34. Proposal Number 1: Election of Directors

    Proposal Number 1: Election of Directors

  35. Proposal Number 1: Election of Directors

    | Benno O. Dorer Age 62 Independent Director Since 2024 Committees AUDIT, CORPORATE GOVERNANCE | Other Public Directorships •VF CORPORATION (2017-2024) •ORIGIN MATERIALS, INC. (2021-2023) •THE CLOROX COMPANY (2014-2021) | | 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. Mr. Dorer has also served on the boards of the William and Flora Hewlett Foundation since 2024 and Russell Reynolds Associates since 2026. | | | Contributions to the Board •Strategy, Execution, and Portfolio Shaping Experience. 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 led Clorox through significant organizational and portfolio transformation initiatives, including strategic health and wellness acquisitions that drove meaningful growth and shareholder returns. This experience transforming a complex consumer company is directly relevant to General Mills as it continues to reshape its portfolio and operate in a challenging industry environment. Mr. Dorer’s experience at KKR and service as Interim President and CEO of VF Corporation further strengthen the board’s operational oversight and portfolio shaping capabilities. •Global Business Perspective. Mr. Dorer’s international leadership experience at Clorox and The Procter & Gamble Company provides the board with valuable global business perspectives. For example, Mr. Dorer oversaw Clorox’s international portfolio spanning more than 100 countries, navigating supply chain complexity and local regulatory environments, which are all relevant to the global operating landscape facing General Mills. •Consumer Brands and Marketing Expertise. 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. For example, at Clorox he led the successful repositioning of flagship brands through strong product innovation and targeted investments in digital marketing and e-commerce and cultivated strategic retail partnerships that strengthened shelf placement and category leadership, which are valuable to General Mills’ efforts to shape and strengthen its brands. | |

  36. Proposal Number 1: Election of Directors

    | Top Five Key Skills | | | | | | Senior Executive Leadership | | Global Experience | | | Industry Focus | | Marketing/E-commerce Experience | | | Health, Wellness, and Nutrition | | |

  37. Proposal Number 1: Election of Directors

    | Notice of 2026 Annual Meeting of Shareholders | 21 |

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  39. Proposal Number 1: Election of Directors

    Proposal Number 1: Election of Directors

  40. Proposal Number 1: Election of Directors

    | Jeffrey L. Harmening Age 59 Director Since 2017 | Other Public Directorships •THE TORO COMPANY | | Jeffrey L. Harmening is Chairman and Chief Executive Officer of General Mills, Inc. Mr. Harmening joined General Mills in 1994 and served in a variety of positions before becoming Vice President of Marketing for Cereal Partners Worldwide (“CPW”), the company’s joint venture with Nestlé based in Switzerland, in 2003. Mr. Harmening served as Vice President and Senior Vice President of the Big G cereal division from 2007 to 2012, and Senior Vice President, Chief Executive Officer of CPW from 2012 to 2014. From 2014 to June 2016, he served as Executive Vice President, Chief Operating Officer, U.S. Retail. Mr. Harmening was appointed President and Chief Operating Officer of General Mills in July of 2016, Chief Executive Officer in June of 2017, and Chairman in January of 2018. | | | Contributions to the Board •Deep Company and Industry Knowledge. 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. Under his leadership, General Mills launched its Accelerate Strategy, completed the transformative acquisition of Blue Buffalo, and reshaped the company’s portfolio through targeted acquisitions and divestitures, including the divestiture of the North American Yogurt businesses, designed to enhance focus and shareholder returns. Mr. Harmening also introduced the Remarkable Experience Framework that is guiding the company’s efforts to restore volume-driven organic net sales growth. •Understanding Our Core Business. 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, including leading the Big G cereal division during a period of significant category disruption and shifting consumer preferences – giving him direct experience driving brand renovation and operational efficiencies. Since 2019, Mr. Harmening has doubled the company’s digital, data, and technology investments, which have generated significant logistics and manufacturing savings, including more recent AI-driven initiatives. •International Operations. Mr. Harmening also spent six years abroad focusing on our international operations, including two years as Chief Executive Officer of CPW, the company’s joint venture with Nestlé operating in more than 130 markets. This first-hand experience managing a global joint venture supports the board’s oversight of General Mills’ international strategy and partnerships. | |

  41. Proposal Number 1: Election of Directors

    | Top Five Key Skills | | | | | | Senior Executive Leadership | | Industry Focus | | | Global Experience | | Marketing/E-commerce Experience | | | Health, Wellness, and Nutrition | | |

  42. Proposal Number 1: Election of Directors

    | 22 | General Mills, Inc. |

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  44. Proposal Number 1: Election of Directors

    Proposal Number 1: Election of Directors

  45. Proposal Number 1: Election of Directors

    | Maria G. Henry Independent Lead Director Age 59 Independent Director Since 2016 Committees CORPORATE GOVERNANCE, PUBLIC RESPONSIBILITY | Other Public Directorships •NIKE, INC. •NEXTERA ENERGY, INC. | | Maria G. Henry served as Chief Financial Officer of Kimberly-Clark Corporation from 2015 to 2022. She also served as Executive Vice President and Senior Advisor of Kimberly-Clark Corporation from April 2022 until her retirement in September 2022. Prior to Kimberly-Clark, 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 •Independent Board Leadership. 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. •Financial and Capital Markets Expertise. With more than 20 years of Chief Financial Officer experience, across public, private, and private equity company structures, including most recently at Kimberly-Clark, a global consumer packaged goods company, where Ms. Henry helped lead the company through complex restructuring programs, Ms. Henry’s strong financial background informs her ability to challenge and support General Mills’ management on strategic priorities and capital allocation matters, as well as provide insights on public company financial, governance, and leadership matters. •Consumer Products Strategy. Ms. Henry’s deep consumer products background – spanning CFO roles at Kimberly-Clark, Hillshire Brands, and Culligan International – makes her well-positioned to critically and thoughtfully review and guide General Mills’ consumer strategy and portfolio shaping decisions. | |

  46. Proposal Number 1: Election of Directors

    | Top Five Key Skills | | | | | | Senior Executive Leadership | | Industry Focus | | | Accounting and Financial Expertise | | Global Experience | | | Governance Expertise | | |

  47. Proposal Number 1: Election of Directors

    | Notice of 2026 Annual Meeting of Shareholders | 23 |

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  49. Proposal Number 1: Election of Directors

    Proposal Number 1: Election of Directors

  50. Proposal Number 1: Election of Directors

    | Jo Ann Jenkins Age 68 Independent Director Since 2020 Committees CORPORATE GOVERNANCE, PUBLIC RESPONSIBILITY | Other Public Directorships •AVNET, INC. •AON PLC | | Jo Ann Jenkins served as Chief Executive Officer of AARP, Inc., the nation’s largest nonprofit organization serving Americans aged 50 and older, from 2014 to 2024. 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 •Health and Wellness and Innovation. As the former Chief Executive Officer of AARP, Ms. Jenkins brings to the board a deep understanding of health and wellness and innovative marketing from her experiences leading and transforming one of the nation’s largest nonprofit organizations serving older adults as they navigate complex systems relating to healthcare, finances, and personal fulfillment. Under her leadership, AARP significantly expanded its health and wellness and insurance partnerships and launched a digital transformation and expansion of its product and services portfolio across new demographics. This experience is directly relevant to General Mills’ health and wellness and product innovation strategies and the board’s understanding of consumer demographic trends, including trends relating to health and wellness for consumers over the age of 50. •Public Policy and Government Affairs. Ms. Jenkins contributes valuable insights to the board on public policy, government affairs, and community relations matters based on her experience serving in senior leadership positions at AARP, the Library of Congress, U.S. Department of Agriculture, U.S. Department of Transportation, and U.S. Department of Housing and Urban Development. AARP is positioned as an indispensable, highly credible research engine that maintains a public policy stature that is institutional, authoritative, and deeply integrated into the U.S. legislative process. Ms. Jenkins’ insights into board discussions relating to the regulatory environment surrounding food and nutrition have been critical to the board’s understanding of these complex topics. •Governance Expertise. Her public and private board service and advisory experiences, combined with her prior federal government experience across multiple cabinet-level agencies, provide the board with a distinctive lens on enterprise risk, regulatory developments, and stakeholder expectations relevant to a global consumer company. | |

  51. Proposal Number 1: Election of Directors

    | Top Five Key Skills | | | | | | Senior Executive Leadership | | Health, Wellness, and Nutrition | | | Innovation | | Governance Expertise | | | Government/Public Policy Expertise | | |

  52. Proposal Number 1: Election of Directors

    | 24 | General Mills, Inc. |

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  54. Proposal Number 1: Election of Directors

    Proposal Number 1: Election of Directors

  55. Proposal Number 1: Election of Directors

    | Elizabeth C. Lempres Age 65 Independent Director Since 2019 Committees AUDIT, COMPENSATION AND TALENT (CHAIR) | Other Public Directorships •NIQ GLOBAL INTELLIGENCE PLC •TRAEGER, INC. •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 •Senior Business Strategy Experience. Ms. Lempres’ extensive senior leadership experience advising international consumer goods companies on complex management and strategy matters provides unique perspective and expertise to the board’s strategic planning processes and discussions. Her experience leading McKinsey’s Global Private Equity and Principal Investors practice also provides the board with valuable perspective on strategic acquisitions, divestitures, and shareholder value creation. Ms. Lempres’ consulting experience advising companies on digital transformation and operating model design is particularly relevant to board discussions as General Mills deploys its scaled digital infrastructure to drive competitive advantage across brand building, supply chain, and innovation. •Global Consumer Expertise. As the former Senior Partner and Global Leader of McKinsey’s Consumer Sector, Ms. Lempres brings substantial expertise in brand strategy and retail channel dynamics 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 important insights into the company’s international markets and operations. •Governance and Financial Expertise. Ms. Lempres’ public company board experience, knowledge of capital markets and financial expertise, and risk management skills are valuable assets to the board, the audit committee, and the compensation and talent committee. | |

  56. Proposal Number 1: Election of Directors

    | Top Five Key Skills | | | | | | Senior Executive Leadership | | Industry Focus | | | Accounting and Financial Expertise | | Global Experience | | | Digital and Technology | | |

  57. Proposal Number 1: Election of Directors

    | Notice of 2026 Annual Meeting of Shareholders | 25 |

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  59. Proposal Number 1: Election of Directors

    Proposal Number 1: Election of Directors

  60. Proposal Number 1: Election of Directors

    | Dana M. McNabb Age 50 Director Since 2026 | | Dana M. McNabb is a director and Chief Operating Officer of General Mills, Inc. Ms. McNabb was appointed as Chief Operating Officer in June 2026, and in this role she oversees all the company’s operating segments — North America Retail, North America Pet, North America Foodservice, and International — and key operating functions. Ms. McNabb joined General Mills in 1999 and has built deep expertise over her tenure across the company’s major businesses, including Cereals, Snacks, Meals, International and Pet. Prior to her current role, she served as Group President, North America Retail beginning in 2024, with added oversight of the North America Pet segment in 2025. She also previously served as Chief Strategy & Growth Officer, responsible for the company’s enterprise growth capabilities and portfolio shaping; Group President, Europe & Australia; and President, U.S. Cereal Operating Unit. Earlier in her career, Ms. McNabb served as Vice President of Global Marketing for CPW, the company’s cereal joint venture with Nestlé headquartered in Switzerland, and she currently serves on the CPW board of directors. | | Contributions to the Board •Deep Operating Leadership and Company Knowledge. As Chief Operating Officer and Group President of General Mills’ North America Retail and North America Pet segments, Ms. McNabb brings to the board direct operational leadership and deep knowledge of the company’s businesses and markets in which we operate. Her oversight across all of General Mills’ operating segments and key functions, including Supply Chain, Digital & Technology, Innovation, Technology & Quality, and Strategy and Growth, provides the board with an informed perspective on operational execution, enterprise risk, artificial intelligence, and the company’s path to restoring profitable growth. •Consumer Brands and Marketing Expertise. Ms. McNabb’s nearly three decades at General Mills have spanned the company’s core consumer businesses, as well as the Pet segment, giving her a broad understanding of brand building, consumer insight, and omni-channel marketing strategies. As Group President of North America Retail, she advanced plans to improve business performance while modernizing the company’s approach to consumer landscape research that drove improved market share with key consumer segments—experience that directly informs the board’s oversight of General Mills’ brand reinvigoration. •Global Business Perspective. Ms. McNabb’s substantial international experience, including leading the Europe & Australia segment, serving as Vice President of Global Marketing for CPW in Switzerland, and now overseeing General Mills’ International and North America Foodservice segments as Chief Operating Officer, provides the board with on-the-ground and multi-faceted global perspectives on consumer dynamics, market development, and effective strategy and governance across the diverse regulatory and competitive environments in which General Mills operates. |

  61. Proposal Number 1: Election of Directors

    | Top Five Key Skills | | | | | | Senior Executive Leadership | | Industry Focus | | | Global Experience | | Marketing/E-commerce Experience | | | Health, Wellness, and Nutrition | | |

  62. Proposal Number 1: Election of Directors

    | 26 | General Mills, Inc. |

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  64. Proposal Number 1: Election of Directors

    Proposal Number 1: Election of Directors

  65. Proposal Number 1: Election of Directors

    | John G. Morikis Age 62 Independent Director Since 2024 Committees AUDIT, FINANCE | Other Public Directorships •WHIRLPOOL CORPORATION •UNITED PARCEL SERVICE, INC. •JOHNSON & JOHNSON •THE SHERWIN-WILLIAMS COMPANY (2015-2025) •FORTUNE BRANDS INNOVATIONS (2012-2024) | | John G. Morikis served as Executive Chairman of Sherwin-Williams from January 2024 to December 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. | | | Contributions to the Board •Strategic, Operational, and M&A Experience. 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. Under his leadership, Sherwin-Williams completed one of the largest transactions in the coatings industry history and successfully integrated the combined business. His experiences and perspectives from overseeing large-scale public company M&A are extremely valuable to the board’s portfolio shaping discussions. Mr. Morikis’ extensive experience overseeing technology-enabled operational efficiencies at Sherwin-Williams also supports the board’s oversight of General Mills’ investments in digital capabilities, including AI-powered supply chain optimization. •Consumer Experiences and Health and Wellness. Mr. Morikis’ broad exposure to professional, industrial, commercial, and retail customers at Sherwin-Williams provides him with a distinctive, end-to-end view of how consumers choose, buy, and use products that sharpens the board’s understanding of consumer behaviors and trends. His experiences serving on the boards of Whirlpool, UPS, Johnson & Johnson, and University Hospitals also provide the board with strong insights into consumer trends in retail and health and wellness. His perspectives on evolving consumer expectations are particularly valuable as General Mills expands into new pet feeding formats, including the fresh pet category, designed to appeal to younger pet parents who are redefining how they feed and treat their pets. •Finance and Governance Expertise. Mr. Morikis’ public company board experience provides him with significant insights into governance trends, financial and portfolio shaping expertise, and risk management skills that are extremely valuable assets to the board, the finance committee, and the audit committee. | |

  66. Proposal Number 1: Election of Directors

    | Top Five Key Skills | | | | | | Senior Executive Leadership | | Health, Wellness, and Nutrition | | | Accounting and Financial Expertise | | Digital and Technology | | | Global Experience | | |

  67. Proposal Number 1: Election of Directors

    | Notice of 2026 Annual Meeting of Shareholders | 27 |

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  69. Proposal Number 1: Election of Directors

    Proposal Number 1: Election of Directors

  70. Proposal Number 1: Election of Directors

    | Diane L. Neal Age 70 Independent Director Since 2018 Committees FINANCE (CHAIR), PUBLIC RESPONSIBILITY | Other Public Directorships •FOSSIL GROUP, INC. (2012-2022) | | 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 worked at 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 •Consumer and Retail Leadership. Ms. Neal’s significant senior executive experience in consumer and retail-facing businesses provides the board with valuable consumer and retail insights. As CEO of Bath & Body Works, Ms. Neal led the brand’s strategic growth initiatives, including the significant expansion of the home fragrance category, the introduction of the Dr. Patricia Wexler, M.D. clinical skin care line, and the launch of the Bath & Body Works website and online store. As CEO of Sur La Table, Ms. Neal led strategic partnerships and exclusive launches, including a tabletop collection with Jacque Pepin. •Brand Innovation Expertise. 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. As CEO of Bath & Body Works, she oversaw the successful restaging of the brand’s core “Signature Collection” and antibacterial product lines leading the brands in these categories to become market share leaders and contributed the majority of parent company L Brands’ sales and profits by the end of her tenure. As CEO of Sur La Table, Ms. Neal led a major expansion of prepared foods, spices, and confections which drove significant top-line growth. •Multi-Channel Sales and Marketing Acumen. Ms. Neal’s multi-channel sales acumen – built through leadership roles at Target, Gap, Bath & Body Works, and Sur La Table – provides the board and finance committee with grounded perspective on retail channel dynamics, promotional investment, and consumer spending patterns increasingly important to General Mills’ go-to-market and pricing strategy. This expertise is especially pertinent as General Mills invests strategically to grow market share and execute against its Remarkable Experience Framework. Ms. Neal’s experience driving direct-to-consumer e-commerce at Bath & Body Works and Sur La Table also helps support the board’s strategic discussions relating to digital commerce capabilities, e-commerce sales, and the deployment of AI-powered tools to optimize search performance, assortment, and consumer reviews across digital retail platforms. | |

  71. Proposal Number 1: Election of Directors

    | Top Five Key Skills | | | | | | Senior Executive Leadership | | Industry Focus | | | Innovation | | Digital and Technology | | | Marketing/E-commerce Experience | | |

  72. Proposal Number 1: Election of Directors

    | 28 | General Mills, Inc. |

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  74. Proposal Number 1: Election of Directors

    Proposal Number 1: Election of Directors

  75. Proposal Number 1: Election of Directors

    | Maria A. Sastre Age 71 Independent Director Since 2018 Committees COMPENSATION AND TALENT, CORPORATE GOVERNANCE (CHAIR) | 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 •Consumer Industry Leadership. Ms. Sastre brings significant senior executive and operational experience in consumer-facing businesses. This experience together with over 25 years of public company board service at large retail grocery at Publix Super Markets, transportation at Laidlaw International, restaurants at Darden Restaurants, and healthcare at Florida Blue, provides the board with valuable consumer, food service, and health and wellness insights. •Global Marketing & M&A Expertise. 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 relevant to General Mills’ global operations and portfolio shaping activities. Ms. Sastre’s international M&A perspective has been directly relevant as General Mills integrates Edgard & Cooper and launches it in the U.S. market, an initiative that leverages the brand’s digital-first, social-led marketing approach that drove rapid growth in Europe. •Governance & Board Leadership. Ms. Sastre has significant corporate governance and public company board experience, including service on audit, corporate governance, and talent and compensation committees and chairing audit, finance, and talent and compensation committees. | |

  76. Proposal Number 1: Election of Directors

    | Top Five Key Skills | | | | | | Senior Executive Leadership | | Industry Focus | | | Global Experience | | Governance Expertise | | | Health, Wellness, and Nutrition | | |

  77. Proposal Number 1: Election of Directors

    | Notice of 2026 Annual Meeting of Shareholders | 29 |

  78. Back to Contents

    Back to Contents

  79. Proposal Number 1: Election of Directors

    Proposal Number 1: Election of Directors

  80. Proposal Number 1: Election of Directors

    | Eric D. Sprunk Age 62 Independent Director Since 2015 Committees AUDIT (CHAIR), CORPORATE GOVERNANCE | Other Public Directorships •UNIVERSAL MUSIC GROUP N.V. •BOMBARDIER INC. (2021-2024) •NORDSTROM, INC. (2023-2025) | | 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 •Operating & Innovation Leadership. 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 NIKE’s Vice President of Merchandising and Product, which included scaling new product platforms across multiple consumer segments and global markets, also provides the board with valuable perspectives on product innovation and development. Mr. Sprunk’s experience at NIKE scaling direct-to- consumer digital platforms and investing in data-driven supply chain capabilities provides the board with informed perspectives on General Mills’ significant investments in digital infrastructure. His oversight of NIKE’s global manufacturing and sourcing operations – spanning hundreds of supplier partners across dozens of countries – also positions him well to assess and enhance General Mills’ Holistic Margin Management program. •Global Consumer Market Expertise. Mr. Sprunk’s global and regional international management experiences at NIKE – including managing multi-billion-dollar regional businesses with distinct consumer preferences, retail partner landscapes, and competitive dynamics – provide the board with a unique perspective on developing and marketing innovative products in consumer markets around the world. •Financial & Accounting Expertise. 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. | |

  81. Proposal Number 1: Election of Directors

    | Top Five Key Skills | | | | | | Senior Executive Leadership | | Accounting and Financial Expertise | | | Global Experience | | Marketing/E-commerce Experience | | | Digital and Technology | | |

  82. Proposal Number 1: Election of Directors

    | 30 | General Mills, Inc. |

  83. Back to Contents

    Back to Contents

  84. Proposal Number 1: Election of Directors

    Proposal Number 1: Election of Directors

  85. Proposal Number 1: Election of Directors

    | Jorge A. Uribe Age 69 Independent Director Since 2016 Committees COMPENSATION AND TALENT, PUBLIC RESPONSIBILITY (CHAIR) | Other Public Directorships •INGREDION INCORPORATED •GRUPO ARGOS SA | | 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 •International Markets Expertise. 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 Group President of Procter & Gamble Latin America, Mr. Uribe oversaw a business spanning more than 20 countries, driving market share gains across core categories through localized brand strategies and distributor and retailer partnerships. This international experience is especially pertinent as General Mills prioritizes its core markets and global platforms for profitable growth. •Organizational Transformation & Efficiency. As the former Global Productivity and Organization Transformation Officer of Procter & Gamble, Mr. Uribe brings first-hand experience in leading major organizational design, structural, and cultural changes coupled with major efficiency improvement and cost management. Mr. Uribe led Procter & Gamble’s largest global productivity program focused on organizational structural redesign, selling and administrative cost efficiencies, including major overhead reductions, and process optimization for Procter & Gamble to become a leaner more agile organization giving him valuable perspectives on General Mills’ Holistic Margin Management strategy and its global transformation initiative. His experience leading Procter & Gamble’s global productivity program directly informs the board’s oversight of these critical initiatives. •Consumer Sales & Marketing Insights. The experiences developed throughout Mr. Uribe’s career at Procter & Gamble deepen the board’s overall consumer products, innovation, and marketing expertise across a multi-national and multi-regional customer base. | |

  86. Proposal Number 1: Election of Directors

    | Top Five Key Skills | | | | | | Senior Executive Leadership | | Industry Focus | | | Global Experience | | Marketing/E-commerce Experience | | | Innovation | | |

  87. Proposal Number 1: Election of Directors

    | Notice of 2026 Annual Meeting of Shareholders | 31 |

  88. 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. Each component of director compensation is described in this section.

  89. Elements of Compensation

    | F26 NON-EMPLOYEE DIRECTOR COMPENSATION | | F26 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 | |

  90. Director Compensation

    Director Compensation

  91. Director Compensation for Fiscal 2026

    Director Compensation for Fiscal 2026 The fiscal 2026 compensation of our independent directors is shown in the following table.

  92. Director Compensation for Fiscal 2026

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Joan L. Bottarini | 52,500 | 180,002 | 232,502 | | Benno O. Dorer | 105,000 | 180,050 | 285,050 | | C. Kim Goodwin(3) | 25,000 | — | 25,000 | | Maria G. Henry | 135,000 | 180,050 | 315,050 | | Jo Ann Jenkins | 100,000 | 180,050 | 280,050 | | Elizabeth C. Lempres | 130,000 | 180,050 | 310,050 | | John G. Morikis | 105,000 | 180,050 | 285,050 | | Diane L. Neal | 120,000 | 180,050 | 300,050 | | Steve Odland | 100,000 | 180,050 | 280,050 | | Maria A. Sastre | 120,000 | 180,050 | 300,050 | | Eric D. Sprunk | 125,000 | 180,050 | 305,050 | | Jorge Uribe | 120,000 | 180,050 | 300,050 |

  93. Director Compensation for Fiscal 2026

    (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 Ms. Henry, Mr. Morikis, and Mr. Uribe who each received their entire retainer in common stock (3,133, 2,437, and 2,785 shares respectively). Shares issued in lieu of a cash retainer were valued at the closing sales price of our common stock on the NYSE on the quarterly retainer payment dates. (2)Includes the grant date fair value for 3,571 RSUs granted to each director reelected at the 2025 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 $50.42 per share, the closing price of our common stock on the NYSE on the grant date, September 30, 2025. For Ms. Bottarini, includes the grant date fair value for 4,026 RSUs granted upon attendance at her first board meeting on January 27, 2026. The grant date fair value is based on $44.71 per share, the closing price of our common stock on the NYSE on that date. At fiscal year-end, each independent director had 3,571 unvested RSUs, except Ms. Bottarini, who had 4,026 unvested RSUs. (3)Ms. Goodwin served on the board until September 30, 2025, but did not stand for re-election at the company's 2025 Annual Meeting of Shareholders.

  94. Director Compensation for Fiscal 2026

    | 48 | General Mills, Inc. |

  95. Executive Compensation

    | 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 |

  96. 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.

  97. 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 | | | | | | | PSUs | Three-year cliff vesting (with one- year additional holding period required) 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 | | | | RSUs | Four-year graded vesting | •Ultimate value tied to TSR |

  98. 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.

  99. 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 reflects company performance and is directly linked to shareholder returns. •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.

  100. 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.

  101. 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 2026 consisted of two measures: organic net sales growth and adjusted operating profit growth. Aligned with our primary fiscal 2026 objective to restore organic net sales growth, we increased the weighting of this measure to 60% from 50%, with adjusted operating profit growth correspondingly reduced to 40% from 50%.

  102. Executive Compensation

    Executive Compensation •The annual incentive metrics, program design, and financial performance of peer companies; and •Our expected performance relative to peer companies.

  103. FISCAL 2026 PERFORMANCE AGAINST ANNUAL PERFORMANCE GOALS

    FISCAL 2026 PERFORMANCE AGAINST ANNUAL PERFORMANCE GOALS

  104. FISCAL 2026 PERFORMANCE AGAINST ANNUAL PERFORMANCE GOALS

    | Annual Performance Measure and Weighting | Target Range | Actual Performance(2) | Award Achievement % | | Organic Net Sales Growth (60%)(1) | 0.0% to 1.0% | (1.8%) | 57% | | Adjusted Operating Profit (40%)(1) | (11.25%) to (8.75%) | (17.3%) | 42% | | Business Achievement Percentage | | | 51% |

  105. FISCAL 2026 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.

  106. 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 2026, our NEOs received annual incentive awards ranging from 56% to 71% of their annual incentive award targets.

  107. 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% |

  108. How We Calculate the Annual Incentive Award

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

  109. How We Calculate the Annual Incentive Award

    | Notice of 2026 Annual Meeting of Shareholders | 55 |

  110. 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 2026 have a three-year cliff vesting period based on company performance over the three-year vesting period. RSUs and stock options granted in fiscal 2026 have a four-year graded vesting period. 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 2026 were granted under the company’s 2022 Stock Compensation Plan.

  111. Long-Term Incentive Award

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

  112. Long-Term Incentive Award

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

  113. Performance Share Units

    Performance Share Units

  114. 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 2026 PSU award, performance measures used were organic net sales growth and cumulative operating cash flow (continued equal weighting), and a +/- 25% relative TSR modifier.

  115. 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 2026 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.

  116. How We Set Goals

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

  117. 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%. 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.

  118. How We Measure Performance Against Goals

    | Fiscal 2024 - Fiscal 2026 PSU Measures and Weightings ($ in millions) | Target | Actual Performance(1) | Award Achievement % | | Organic Net Sales Growth (50%)(2) | 3.3% | (1.5%) | 0% | | Cumulative Operating Cash Flow (50%)(3) | $10,270 | $9,048 | 60% | | Weighted Average Performance Achievement | | | 30% | | Relative TSR Modifier(4) | | | 75% | | Fiscal 2024 - 2026 PSU Payout | | | 23% |

  119. 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 below the 25th percentile relative to our peers, which decreased the payout by 25% based on the Total Shareholder Return modifier applicable to the fiscal 2024 - fiscal 2026 performance cycle. The relative TSR modifier cannot result in a PSU payout greater than 200%.

  120. Stock Options and Restricted Stock Units

    Stock Options and Restricted Stock Units Stock options and RSUs granted in fiscal 2026 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 expire 10 years and one month from the grant date.

  121. 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 72 for further details.

  122. Severance

    | Notice of 2026 Annual Meeting of Shareholders | 57 |

  123. Chairman and Chief Executive Officer

    | Total direct compensation for our Chief Executive Officer (“CEO”) in fiscal 2026 included base salary, annual incentive (paid after the end of the fiscal year for fiscal 2026 performance), and long-term incentives in the form of equity awards, including PSUs, stock options, and RSUs (granted at the beginning of fiscal 2026). At the beginning of fiscal 2026, 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 keeping Mr. Harmening’s base salary, his intended long-term incentive award, and his annual incentive target flat as compared to fiscal 2025. | FISCAL 2026 COMPENSATION (IN MILLIONS) |

  124. Fiscal 2027 Named Executive Officer Actions

    Fiscal 2027 Named Executive Officer Actions On May 5, 2026, the board elected Dana M. McNabb Chief Operating Officer of the company effective June 1, 2026. The board also elected Ms. McNabb to the company's board of directors effective June 1, 2026. On May 4, 2026, the compensation and talent committee adjusted the compensation levels for Ms. McNabb to reflect her promotion to Chief Operating Officer of the company effective June 1, 2026. As Chief Operating Officer, Ms. McNabb will receive a base salary of $1,000,000, an annual cash incentive target of 150% of base salary, and a target long-term incentive award of $4,000,000. On May 4, 2026, the compensation and talent committee also approved the following retention awards, granted on June 5, 2026, for senior leaders who are playing critical roles in driving the company's ongoing transformation and growth initiatives and supporting Ms. McNabb in her new role as Chief Operating Officer. Kofi A. Bruce, the company’s Chief Financial Officer, was granted a one-time $3,500,000 Restricted Stock Unit (“RSU”) award, Jaime Montemayor, the company’s Chief Digital, Technology, and Transformation Officer, was granted a one-time $2,500,000 RSU award, and Karen Wilson Thissen, the company’s General Counsel and Secretary, was granted a one-time $1,700,000 RSU award each with 3-year cliff vesting and a grant and stock price determination date of June 5, 2026. Mr. Bruce, Mr. Montemayor, and Ms. Wilson Thissen will forfeit these awards in full if they retire before June 5, 2028, but will receive continued pro-rata vesting of their awards if they retire between June 5, 2028 and June 5, 2029.

  125. 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 compensation and talent committee used the following selection criteria in determining our industry peer group: •Global, publicly traded consumer packaged goods companies within our and similar sub-industries, as 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.

  126. The Industry Peer Group

    | Notice of 2026 Annual Meeting of Shareholders | 59 |

  127. OUR INDUSTRY PEER GROUP

    OUR INDUSTRY PEER GROUP The following peer group was used to inform fiscal 2026 decisions:

  128. OUR INDUSTRY PEER GROUP

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

  129. OUR INDUSTRY PEER GROUP

    * Excluded from compensation and relative TSR comparisons due to non-U.S. pay model. In connection with the closing of the Kellanova acquisition, in fiscal 2026 we removed Kellanova (K) and added Hormel Foods Corporation (HRL), McCormick & Company, Inc. (MKC), and Tyson Foods, Inc. (TSN). This group was used to inform fiscal 2027 compensation decisions.

  130. How We Use Our Industry Peer Group

    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. 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.

  131. Robust Clawback Policies

    Robust Clawback Policies In the event the company is required to restate financials due to material noncompliance with financial reporting requirements and the noncompliance resulted in overpayment of incentive compensation within the three completed fiscal years preceding the restatement, the compensation and talent committee will recover from any current and former executive officers (who were executive officers during the recovery period) any amount of erroneously received cash incentives and equity-based long-term incentive compensation, including performance and time-based equity awards. The compensation and talent committee may also adjust future compensation, cancel outstanding stock or performance-based awards, or seek recoupment of previous awards from company officers due to fraud, intentional misconduct, gross negligence, or where it reasonably believes the company’s Employee Code of Conduct or the terms of a separation agreement have been violated.

  132. 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 takes 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. During fiscal 2026, 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.

  133. 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 2026 impose performance conditions for the CEO and executive officers. Under 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 covered individuals 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.

  134. Summary Compensation Table

    Summary Compensation Table

  135. Summary Compensation Table

    | Name | Year | Salary ($) | Stock Award(2) ($) | Option Award(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(5) ($) | All Other Compensation(6) ($) | Total ($) | | Jeffrey L. Harmening Chairman of the Board & CEO | 2026 | 1,350,000 | 7,326,405 | 2,279,973 | 1,404,540 | 1,574,513 | 82,621 | 14,018,052 | | | 2025 | 1,350,000 | 7,278,003 | 2,608,294 | 889,380 | 274,971 | 92,182 | 12,492,830 | | | 2024 | 1,333,333 | 7,203,495 | 2,847,138 | 1,204,800 | 3,303,184 | 164,164 | 16,056,114 | | Dana M. McNabb(1) Chief Operating Officer | 2026 | 850,000 | 2,197,891 | 683,991 | 569,160 | 488,171 | 56,829 | 4,846,042 | | | 2025 | 750,000 | 1,965,171 | 704,246 | 356,400 | 285,823 | 58,216 | 4,119,856 | | | 2024 | 618,750 | 1,492,557 | 313,185 | 326,053 | 356,666 | 58,303 | 3,165,514 | | Kofi A. Bruce Chief Financial Officer | 2026 | 886,546 | 2,197,891 | 683,991 | 614,908 | 529,539 | 50,104 | 4,962,979 | | | 2025 | 865,227 | 2,183,401 | 782,496 | 411,156 | 428,604 | 57,911 | 4,728,795 | | | 2024 | 775,000 | 1,836,952 | 726,036 | 396,800 | 800,182 | 82,547 | 4,617,517 | | Jaime Montemayor Chief Digital, Technology & Transformation Officer | 2026 | 716,750 | 1,904,859 | 592,799 | 405,967 | — | 104,853 | 3,725,228 | | | 2025 | 706,667 | 1,601,271 | 573,830 | 252,139 | — | 118,674 | 3,252,581 | | | 2024 | 700,000 | 1,440,699 | 569,435 | 365,120 | — | 182,077 | 3,257,331 | | Karen Wilson Thissen General Counsel & Secretary | 2026 | 730,000 | 1,245,613 | 387,601 | 413,472 | — | 114,593 | 2,891,279 | | | 2025 | 730,000 | 1,237,371 | 443,414 | 260,464 | — | 116,588 | 2,787,837 | | | 2024 | 726,333 | 1,224,782 | 484,024 | 349,802 | — | 167,466 | 2,952,407 |

  136. Summary Compensation Table

    Footnotes to the Summary Compensation Table: (1)Ms. McNabb was elected Chief Operating Officer of the company effective June 1, 2026. Compensation reported for fiscal 2026 reflects pay for her role as Group President, North America Retail and North America Pet. (2)Amounts reported for 2026 stock awards represent the aggregate grant date fair value of RSUs and PSUs awarded to the NEOs in fiscal 2026. RSUs awarded to the NEOs have four-year graded vesting. PSUs awarded to the NEOs have a three-year performance period (fiscal 2026 to 2028) and a three-year cliff vesting period. Grant date fair value is calculated in accordance with FASB ASC Topic 718. For the 2026 stock awards, the grant date fair value equals the closing price of our common stock on the NYSE on the grant date ($51.81) for RSUs and the Monte Carlo valuation as of the grant date ($50.01) for PSUs. For the 2025 stock awards, the grant date fair value equals the closing price of our common stock on the NYSE on the grant date ($63.26) for RSUs and the Monte Carlo valuation as of the grant date ($60.45) for PSUs. 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. The values shown have not been adjusted to reflect that these units are subject to forfeiture. The PSU value assumes target performance over the performance period and is consistent with the estimate of aggregate compensation cost to be recognized over the performance period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. The following table reflects the value at grant date of the 2026 PSU awards at threshold, target and maximum performance levels.

  137. Summary Compensation Table

    | Notice of 2026 Annual Meeting of Shareholders | 63 |

  138. Grants of Plan-Based Awards for Fiscal 2026

    Grants of Plan-Based Awards for Fiscal 2026

  139. Grants of Plan-Based Awards for Fiscal 2026

    | | | | 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) | — | 2,430,000 | 4,860,000 | — | — | — | — | — | — | — | | | 6/30/2025 | RSU(2) | — | — | — | — | — | — | 48,254 | — | — | 2,500,040 | | | 6/30/2025 | PSU(3) | — | — | — | — | 96,508 | 193,016 | — | — | — | 4,826,365 | | | 6/30/2025 | Options(4) | — | — | — | — | — | — | — | 241,267 | 51.81 | 2,279,973 | | Dana M. McNabb | | Cash(1) | — | 1,020,000 | 2,040,000 | — | — | — | — | — | — | — | | | 6/30/2025 | RSU(2) | — | — | — | — | — | — | 14,476 | — | — | 750,002 | | | 6/30/2025 | PSU(3) | — | — | — | — | 28,952 | 57,904 | — | — | — | 1,447,890 | | | 6/30/2025 | Options(4) | — | — | — | — | — | — | — | 72,380 | 51.81 | 683,991 | | Kofi A. Bruce | | Cash(1) | — | 1,063,855 | 2,127,709 | — | — | — | — | — | — | — | | | 6/30/2025 | RSU(2) | — | — | — | — | — | — | 14,476 | — | — | 750,002 | | | 6/30/2025 | PSU(3) | — | — | — | — | 28,952 | 57,904 | — | — | — | 1,447,890 | | | 6/30/2025 | Options(4) | — | — | — | — | — | — | — | 72,380 | 51.81 | 683,991 | | Jaime Montemayor | | Cash(1) | — | 573,400 | 1,146,800 | — | — | — | — | — | — | — | | | 6/30/2025 | RSU(2) | — | — | — | — | — | — | 12,546 | — | — | 650,008 | | | 6/30/2025 | PSU(3) | — | — | — | — | 25,092 | 50,184 | — | — | — | 1,254,851 | | | 6/30/2025 | Options(4) | — | — | — | — | — | — | — | 62,730 | 51.81 | 592,799 | | Karen Wilson Thissen | | Cash(1) | — | 584,000 | 1,168,000 | — | — | — | — | — | — | — | | | 6/30/2025 | RSU(2) | — | — | — | — | — | — | 8,204 | — | — | 425,049 | | | 6/30/2025 | PSU(3) | — | — | — | — | 16,408 | 32,816 | — | — | — | 820,564 | | | 6/30/2025 | Options(4) | — | — | — | — | — | — | — | 41,016 | 51.81 | 387,601 |

  140. Grants of Plan-Based Awards for Fiscal 2026

    (1)Annual Incentive Awards for Fiscal 2026 Performance: Cash. Includes the potential range of 2026 annual incentive awards granted under the Executive Incentive Plan as described in the Compensation Discussion and Analysis. The actual amount earned for fiscal 2026 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 2026 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 2026-2028 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 2026 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.

  141. Grants of Plan-Based Awards for Fiscal 2026

    | Notice of 2026 Annual Meeting of Shareholders | 65 |

  142. Outstanding Equity Awards at 2026 Fiscal Year-End

    Outstanding Equity Awards at 2026 Fiscal Year-End The following table summarizes the outstanding equity awards as of May 31, 2026 for each of the NEOs.

  143. Outstanding Equity Awards at 2026 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 | 6/28/2022 | | | | | 31,135 | $1,052,674 | | | | | 6/30/2023 | | | | | 14,668 | $495,925 | | | | | 6/30/2023 | | | | | 16,297 | $551,002 | | | | | 6/28/2024 | | | | | | | 79,040 | $2,672,342 | | | 6/28/2024 | | | | | 29,640 | $1,002,128 | | | | | 6/30/2025 | | | | | | | 96,508 | $3,262,935 | | | 6/30/2025 | | | | | 48,254 | $1,631,468 | | | | | 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 | 81,487 | 81,486 | $76.70 | 7/30/2033 | | | | | | | 6/28/2024 | 49,400 | 148,198 | $63.26 | 7/28/2034 | | | | | | | 6/30/2025 | — | 241,267 | $51.81 | 7/30/2035 | | | | | | Dana M. McNabb | 6/28/2022 | | | | | 3,915 | $132,366 | | | | | 6/30/2023 | | | | | 1,614 | $54,569 | | | | | 6/30/2023 | | | | | 1,792 | $60,588 | | | | | 1/8/2024 | | | | | 2,707 | $91,524 | | | | | 1/8/2024 | | | | | 1,401 | $47,368 | | | | | 6/28/2024 | | | | | | | 21,342 | $721,573 | | | 6/28/2024 | | | | | 8,003 | $270,581 | | | | | 6/30/2025 | | | | | | | 28,952 | $978,867 | | | 6/30/2025 | | | | | 14,476 | $489,434 | | | | | 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 | 8,964 | 8,963 | $76.70 | 7/30/2033 | | | | | | | 6/28/2024 | 13,338 | 40,014 | $63.26 | 7/28/2034 | | | | | | | 6/30/2025 | — | 72,380 | $51.81 | 7/30/2035 | | | | |

  144. Outstanding Equity Awards at 2026 Fiscal Year-End

    | 66 | General Mills, Inc. |

  145. Option Exercises and Stock Vested for Fiscal 2026

    Option Exercises and Stock Vested for Fiscal 2026 The following table summarizes the option awards exercised, and PSUs and RSUs vested during fiscal 2026 for each of the NEOs.

  146. Option Exercises and Stock Vested for Fiscal 2026

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) ($) | | Jeffrey L. Harmening | — | — | 103,643 | 5,246,557 | | Dana M. McNabb | — | — | 15,845 | 792,710 | | Kofi A. Bruce | — | — | 29,188 | 1,477,258 | | Jaime Montemayor | — | — | 20,719 | 1,048,827 | | Karen Wilson Thissen | — | — | 12,735 | 645,160 |

  147. Option Exercises and Stock Vested for Fiscal 2026

    (1)Value realized equals the closing price of our common stock on the NYSE on the vesting date multiplied by the number of shares vested.

  148. Option Exercises and Stock Vested for Fiscal 2026

    | 68 | General Mills, Inc. |

  149. Pension Benefits

    Pension Benefits The company maintains three defined benefit pension plans that include NEOs: •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 additional benefits for employees eligible for the U.S. Pension Plan which are 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 taking into account amounts of deferred compensation which are excluded from the U.S. Pension Plan formula. •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. The following table shows present value of accumulated benefits that NEOs are entitled to under the Pension Plans and Supplemental Retirement Plan.

  150. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service(1) (#) | Present Value of Accumulated Benefit(2) ($) | Payments During Last Fiscal Year(3) ($) | | Jeffrey L. Harmening(4) | Pension Plan | 31.8710 | 3,315,734 | — | | | Supplemental Retirement Plan | 31.8710 | 21,111,075 | — | | Dana M. McNabb(5) | Pension Plan | 14.7500 | 1,398,239 | — | | | Supplemental Retirement Plan | 14.7500 | 1,760,067 | — | | | Canada Plan | 11.0000 | 148,397 | — | | Kofi A. Bruce(4) | Pension Plan | 17.0753 | 1,633,803 | — | | | Supplemental Retirement Plan | 17.0753 | 2,580,621 | — | | Jaime Montemayor(6) | Pension Plan | — | — | — | | | Supplemental Retirement Plan | — | — | — | | Karen Wilson Thissen(6) | Pension Plan | — | — | — | | | Supplemental Retirement Plan | — | — | — |

  151. 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: •Discount rate equal to a weighted average of 5.75% as of the end of fiscal 2026; •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. (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)NEO is not eligible for the U.S. Pension Plan or Supplemental Retirement Plan based on hire date with the company. NEO is eligible for enhanced benefits under the 401(k) Plan and Supplemental Savings Plan, as described under Other Retirement Savings Plans.

  152. Pension Benefits

    | Notice of 2026 Annual Meeting of Shareholders | 69 |

  153. Executive Compensation

    Executive Compensation 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) the average of the highest five full calendar years of compensation recognized under the Plans, and (b) the final 60 months of compensation. Final Average Earnings generally approximate the salary and non-equity incentive plan compensation reported in the Summary Compensation Table. Early retirement benefits are available after attaining age 55 and five years of eligibility service. The Final Average Earnings portion of the benefit calculation is reduced by 2% per year for the first three years and by 4% per year for each year thereafter by which commencement precedes age 62. The Social Security offset portion of the benefit calculation is reduced by 5/9 of a percent for each of the first 36 months by which commencement precedes age 65. Employees hired prior to January 1, 2005, who terminate prior to early retirement eligibility and whose age plus years of eligibility service is greater than or equal to 70 at termination (“Rule of 70”), can commence retirement benefits as early as age 55 with early commencement reductions that are somewhat less favorable than those eligible for early retirement. Other terminations that occur prior to early retirement or Rule of 70 eligibility are eligible to commence benefits as early as age 55 with reductions that are closer to actuarial equivalence. All distributions under the 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.

  154. 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. The investment funds available for the full fiscal year 2026 and their rates of return were: Stable Value Fund (3.3%); Core Bond Fund (5.1%); Diversified U.S. Equity Fund (29.1%); Diversified U.S. Equity Index Fund (29.1%); Diversified International Equity Fund (30.5%); Diversified International Equity Index Fund (33.0%); Multi-Asset Class Fund (15.3%). 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.

  155. 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 FYE(3) ($) | | Jeffrey L. Harmening | 1,525,401 | — | (3,114,597) | 941,049 | 17,547,694 | | Dana M. McNabb | 181,261 | — | (68,875) | — | 201,620 | | Kofi A. Bruce | 591,592 | — | (212,774) | — | 494,072 | | Jaime Montemayor | — | — | — | — | — | | Karen Wilson Thissen | 286,914 | — | 211,282 | — | 1,600,588 |

  156. Nonqualified Deferred Compensation

    (1)For Mr. Harmening, reflects value as of the vesting date of RSUs that were awarded June 29, 2021 and vested and deferred on June 29, 2025 pursuant to the terms of the 2017 Stock Compensation Plan and its relevant award agreements. For Ms. McNabb and Ms. Wilson Thissen, reflects value as of the vesting date of RSUs that were awarded on June 30, 2023 and vested and deferred on June 30, 2025 as well as RSUs that were awarded on June 28, 2024 and vested and deferred on June 28, 2025 pursuant to the terms of the 2022 Stock Compensation Plan and their relevant award agreements. For Mr. Bruce, reflects value as of the vesting date of RSUs that were awarded on June 29, 2021 and vested and deferred on June 29, 2025 as well as RSUs that were awarded on June 30, 2023 and vested and deferred on June 30, 2025 pursuant to the terms of the 2017 Stock Compensation Plan and 2022 Stock Compensation Plan, respectively, and their relevant award agreements. These awards were reported as compensation in the fiscal 2022, fiscal 2024, and fiscal 2025 proxy statements. (2)Reflects the adjustments made to each NEO’s account during fiscal 2026 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.

  157. 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 day of fiscal 2026. The actual amounts to be paid out can only be determined at the time of the NEO’s departure from the company.

  158. Stock Compensation Plans

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

  159. Stock Compensation Plans

    | Nature of Termination | RSUs | PSUs(1) | Stock Options | | Voluntary | Forfeit | Forfeit | Forfeit | | Involuntary for Cause | Forfeit | Forfeit | Forfeit | | 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 | | Involuntary without Cause where Age + Years of Service ≥ 70 years (only applies to awards granted prior to June 2025) | Within year of grant: pro rata vest; after year of grant: fully vest; payouts on original vesting dates | 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 | Within year of grant: pro rata vest; after year of grant: fully vest; exercisable on original vesting dates for remainder of option term | | Retirement – Normal and Early | Within year of grant: pro rata vest; after year of grant: fully vest; payouts on original vesting dates | 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 | Within year of grant: pro rata vest; after year of grant: fully vest; exercisable on original vesting dates 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 |

  160. 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(3):

  161. Stock Compensation Plans

    | Nature of Termination(3) | 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) | Within year of grant: pro rata vest; after year of grant: fully vest; payouts on original vesting dates | 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 | Within year of grant: pro rata vest; after year of grant: fully vest; exercisable on original vesting dates for remainder of option term |

  162. 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 (as defined in the 2022 Stock Compensation Plan) 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. (3)To align with market trends and best practices, beginning with the fiscal 2027 grant made in July 2026, the more restrictive vesting provisions for the CEO have been removed and now reflect the same normal and early retirement treatment as the other NEOs.

  163. Stock Compensation Plans

    | 72 | General Mills, Inc. |

  164. 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 2026: •The total compensation of our median employee, calculated in accordance with the rules applicable to the Summary Compensation Table, was $63,212; •The total compensation of our CEO, as reported in the Summary Compensation Table, was $14,018,052; and •The ratio of our CEO’s total compensation to the median employee’s total compensation was 222 to 1. To identify our median employee, we compared fiscal 2026 base salaries, target annual incentives, and allowances for all individuals who were employed by us on March 1, 2026, excluding our CEO, annualized for any permanent employees who joined the company during fiscal 2026. 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 (163), Mexico (961) and Taiwan (370). The total number of excluded employees (1,494) represents less than 5% of our total employee population of approximately 30,000 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.

  165. 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 49. 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 62, (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.

  166. Pay Versus Performance

    | 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) | Total Shareholder Return | Peer Group Total Shareholder Return(3) | GAAP Net Income (in millions) | Organic Net Sales Growth(4) | | 2026 | $14,018,052 | $764,454 | $4,106,382 | $1,157,410 | $64.81 | $88.36 | ($85) | (1.8%) | | 2025 | $12,492,830 | ($751,091) | $4,013,163 | $743,947 | $96.83 | $95.40 | $2,319 | (1.8%) | | 2024 | $16,056,114 | ($2,738,708) | $3,836,800 | $402,979 | $119.25 | $104.28 | $2,519 | (1.1%) | | 2023 | $16,385,646 | $33,137,997 | $4,607,312 | $7,806,270 | $141.93 | $115.69 | $2,610 | 10.8% | | 2022 | $12,266,195 | $27,692,522 | $3,574,805 | $6,900,889 | $114.75 | $104.74 | $2,735 | 5.1% |

  167. Pay Versus Performance

    (1)The PEO was Jeffrey L. Harmening for all years in the table. The Other NEOs were Dana McNabb (2024-2026), Kofi Bruce (all years), Jaime Montemayor (all years), Karen Wilson Thissen (2023, 2024, and 2026), Jon Nudi (2022-2025), John Church (2022), and Richard Allendorf (2022).

  168. Pay Versus Performance

    | Notice of 2026 Annual Meeting of Shareholders | 75 |

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

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

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

    | Year | 2026 | | | | PEO | Other NEOs | | Summary Compensation Table Total | $14,018,052 | $4,106,382 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | ($9,606,378) | ($2,473,659) | | (Minus): Change in Pension Value | ($1,574,513) | ($254,428) | | Plus: Pension Service Cost and Associated Prior Service Cost | $6,421 | $99,755 | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $2,955,496 | $761,046 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | ($5,443,104) | ($1,198,389) | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | $— | $— | | 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 | ($484,716) | ($95,001) | | (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 | $— | $— | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | $893,196 | $211,704 | | Compensation Actually Paid | $764,454 | $1,157,410 |

  171. 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 20% and 39% for the fiscal 2026 CAP calculations. (3)Reflects total shareholder return for the S&P 500 Packaged Foods & Meats Index, which is an industry line peer group reported in the company’s 2026 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 2021 through and including the end of the fiscal year for each fiscal year reported in the table. (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 2026 to the company’s performance.

  172. Relationship Between Compensation Actually Paid and Performance

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