UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 24, 2013
GENERAL MILLS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | | 001-01185 | | 41-0274440 |
(State of Incorporation) | | (Commission | | (IRS Employer |
| | File Number) | | Identification No.) |
Number One General Mills Boulevard | | |
Minneapolis, Minnesota | | 55426 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (763) 764-7600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 24, 2013, General Mills, Inc. held its 2013 Annual Meeting of Stockholders. There were 543,320,955 shares of common stock represented either in person or by proxy at this meeting. We have disclosed the final results for each matter voted upon, including the number of votes cast for or against, the number of abstentions, and as applicable, the number of broker non-votes.
1. Election of Directors. Stockholders elected the following individuals as directors, each to serve a one-year term expiring at the company’s 2014 Annual Meeting of Stockholders, by the following votes:
Director Nominee | | For | | Against | | Abstain | | Broker Non-
Votes | |
Bradbury H. Anderson | | 415,331,716 | | 8,289,229 | | 2,147,631 | | 117,552,379 | |
R. Kerry Clark | | 422,354,153 | | 1,232,034 | | 2,182,389 | | 117,552,379 | |
Paul Danos | | 421,111,069 | | 2,453,708 | | 2,203,799 | | 117,552,379 | |
William T. Esrey | | 417,201,602 | | 6,358,138 | | 2,208,836 | | 117,552,379 | |
Raymond V. Gilmartin | | 407,220,891 | | 16,345,748 | | 2,201,937 | | 117,552,379 | |
Judith Richards Hope | | 410,160,457 | | 13,454,200 | | 2,153,919 | | 117,552,379 | |
Heidi G. Miller | | 417,707,647 | | 5,924,255 | | 2,136,674 | | 117,552,379 | |
Hilda Ochoa-Brillembourg | | 418,574,297 | | 4,997,121 | | 2,197,158 | | 117,552,379 | |
Steve Odland | | 414,855,287 | | 8,665,824 | | 2,247,465 | | 117,552,379 | |
Kendall J. Powell | | 408,254,796 | | 10,824,448 | | 6,689,332 | | 117,552,379 | |
Michael D. Rose | | 414,226,283 | | 9,372,739 | | 2,169,554 | | 117,552,379 | |
Robert L. Ryan | | 421,550,356 | | 2,017,366 | | 2,200,854 | | 117,552,379 | |
Dorothy A. Terrell | | 418,648,862 | | 4,982,571 | | 2,137,123 | | 117,552,379 | |
2. Advisory Vote on Executive Compensation. Stockholders approved the company’s compensation for its named executive officers on an advisory basis. The proposal received 93.7% of the votes cast “for” and “against” it.
For | | Against | | Abstain | | Broker Non-Votes | |
391,430,420 | | 26,195,452 | | 8,142,704 | | 117,552,379 | |
3. Ratification of Appointment of Independent Registered Public Accounting Firm. Stockholders ratified the appointment of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending May 25, 2014. The proposal received 99.2% of the votes cast “for” and “against” it.
For | | Against | | Abstain | | Broker Non-Votes | |
536,823,399 | | 4,423,583 | | 2,073,973 | | 0 | |
2
4. Stockholder Proposal for a Report on Responsibility for Post-Consumer Packaging. Stockholders did not approve a stockholder proposal for a report on the company’s responsibility for post-consumer packaging. The proposal received 6.0% of the votes cast “for” and “against” it:
For | | Against | | Abstain | | Broker Non-Votes | |
24,237,591 | | 380,633,402 | | 20,897,583 | | 117,552,379 | |
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 25, 2013 | |
| |
| GENERAL MILLS, INC. |
| |
| |
| By: | /s/ Trevor V. Gunderson |
| | Name: | Trevor V. Gunderson |
| | Title: | Vice President, Deputy General Counsel and Assistant Secretary |
4
