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, 2019
GENERAL MILLS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 001-01185 | 41-0274440 | ||
(State of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Number One General Mills Boulevard | ||
Minneapolis, Minnesota | 55426 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (763) 764-7600
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $.10 par value | GIS | New York Stock Exchange | ||
Floating Rate Notes due 2020 | GIS20A | New York Stock Exchange | ||
2.100% Notes due 2020 | GIS20 | New York Stock Exchange | ||
1.000% Notes due 2023 | GIS23A | New York Stock Exchange | ||
1.500% Notes due 2027 | GIS27 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On September 24, 2019, General Mills, Inc. (the “Company”) held its 2019 Annual Meeting of Shareholders. There were 507,554,812 shares of common stock represented either in person or by proxy at the 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. Shareholders elected the following individuals as directors of the Company by the following votes: |
Director Nominee | For | Against | Abstain | Broker | ||||||||||||
R. Kerry Clark | 389,429,379 | 4,272,527 | 1,725,461 | 112,127,445 | ||||||||||||
David M. Cordani | 385,650,738 | 8,053,004 | 1,723,625 | 112,127,445 | ||||||||||||
Roger W. Ferguson Jr. | 389,281,725 | 4,393,245 | 1,752,397 | 112,127,445 | ||||||||||||
Jeffrey L. Harmening | 377,961,452 | 14,955,109 | 2,510,806 | 112,127,445 | ||||||||||||
Maria G. Henry | 388,814,648 | 4,963,132 | 1,649,587 | 112,127,445 | ||||||||||||
Elizabeth C. Lempres | 391,648,889 | 2,168,401 | 1,610,077 | 112,127,445 | ||||||||||||
Diane L. Neal | 391,468,071 | 2,364,404 | 1,594,892 | 112,127,445 | ||||||||||||
Steve Odland | 380,285,583 | 13,565,593 | 1,576,191 | 112,127,445 | ||||||||||||
Maria A. Sastre | 390,484,738 | 3,274,640 | 1,667,989 | 112,127,445 | ||||||||||||
Eric D. Sprunk | 391,417,217 | 2,359,102 | 1,651,048 | 112,127,445 | ||||||||||||
Jorge A. Uribe | 390,572,573 | 3,133,502 | 1,721,292 | 112,127,445 |
2. | Advisory Vote on Executive Compensation. On an advisory basis, shareholders approved the compensation of the Company’s named executive officers. The proposal was supported by 93.7% of the votes cast “for” and “against” it. |
For | Against | Abstain | Broker Non-Votes | |||
367,825,173 | 24,702,703 | 2,899,491 | 112,127,445 |
3. | Ratification of Appointment of Independent Registered Public Accounting Firm. Shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2020. The proposal was supported by 96.5% of the votes cast “for” and “against” it. |
For | Against | Abstain | Broker Non-Votes | |||
488,126,116 | 17,537,237 | 1,891,459 | 0 |
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 26, 2019
GENERAL MILLS, INC. | ||
By: | /s/ Richard C. Allendorf | |
Name: | Richard C. Allendorf | |
Title: | General Counsel and Secretary |