General Mills Reports 2026 Annual Meeting Results & Charter Amendments

Executive Summary

On October 2, 2026, General Mills, Inc. (NYSE: GIS) filed a Current Report on Form 8-K disclosing the voting results from its 2026 Annual Meeting of Shareholders held on September 29, 2026, alongside amendments to its Amended and Restated Certificate of Incorporation effective October 1, 2026.

Key Matters Approved and Voting Results

A total of 444,390,002 shares of common stock were represented in person or by proxy at the Annual Meeting.

1. Election of Directors (Proposal 1): All twelve director nominees were elected to serve one-year terms expiring at the 2027 Annual Meeting, including Joan L. Bottarini, Benno O. Dorer, Jeffrey L. Harmening, Maria G. Henry, Jo Ann Jenkins, Elizabeth C. Lempres, Dana M. McNabb, John G. Morikis, Diane L. Neal, Maria A. Sastre, Eric D. Sprunk, and Jorge A. Uribe.

2. Advisory Vote on Executive Compensation (Proposal 2): The advisory resolution approving executive compensation was adopted with 324,336,202 votes in favor, 22,238,319 votes against, and 2,375,193 abstentions.

3. Ratification of Independent Auditors (Proposal 3): The appointment of the independent registered public accounting firm was ratified overwhelmingly with 414,677,845 votes for, 28,370,835 against, and 1,341,322 abstentions.

4. Certificate of Incorporation Amendments (Item 5.03 & Proposals 4 and 5):

   • Officer Exculpation: Stockholders approved an amendment to provide for the exculpation of certain corporate officers pursuant to recent Delaware General Corporation Law (DGCL) amendments (305,951,313 votes For; 40,791,774 Against).
   • Federal Forum Provision: Stockholders approved an amendment requiring that claims under the Securities Act of 1933 be brought exclusively in U.S. federal district courts (293,518,820 votes For; 53,155,316 Against).

5. Shareholder Proposals (Proposals 6, 7, and 8):

   • Restriction on Blank-Check Preferred Stock (Proposal 6): Passed with 219,788,472 votes for versus 125,788,850 against (3,372,392 abstentions).
   • Report on Human Rights (Proposal 7): Failed, receiving 44,954,037 votes for versus 299,387,908 against.
   • Pesticide Reduction Reporting (Proposal 8): Failed, receiving 55,919,421 votes for versus 288,460,564 against.

Trading & Strategic Significance

• Significance Level: Low
• The items voted upon reflect standard annual meeting business and governance housekeeping. The adoption of officer exculpation and federal forum selection provisions aligns General Mills with widespread Delaware governance practices without having a direct, near-term impact on financial results or equity valuations. However, the approval of the shareholder proposal concerning blank-check preferred stock warrants monitoring for future board actions regarding corporate charter structures.