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 27, 2016

 

 

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

 

 

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))

 

 

 

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Item 5.07

Submission of Matters to a Vote of Security Holders.

On September 27, 2016, General Mills, Inc. held its 2016 Annual Meeting of Shareholders. There were 522,219,038 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 Non-Votes
Bradbury H. Anderson			407,286,769				3,955,680				1,161,864				109,814,725
R. Kerry Clark			408,436,959				2,872,993				1,094,361				109,814,725
David M. Cordani			407,610,573				3,619,418				1,174,322				109,814,725
Roger W. Ferguson Jr.			409,482,568				1,759,637				1,162,108				109,814,725
Henrietta H. Fore			402,239,375				9,091,935				1,073,003				109,814,725
Maria G. Henry			409,765,606				1,517,560				1,121,147				109,814,725
Heidi G. Miller			404,537,884				6,639,371				1,227,058				109,814,725
Steve Odland			398,856,616				12,402,036				1,145,661				109,814,725
Kendall J. Powell			391,590,084				13,376,897				7,437,332				109,814,725
Robert L. Ryan			406,477,799				4,767,918				1,158,596				109,814,725
Eric D. Sprunk			409,656,875				1,536,148				1,211,290				109,814,725
Dorothy A. Terrell			405,316,906				5,861,199				1,226,208				109,814,725
Jorge A. Uribe			409,539,153				1,787,824				1,077,336				109,814,725

 

2.

Adoption of the 2016 Compensation Plan for Non-Employee Directors. A new Compensation Plan for Non-Employee Directors was adopted to replace an existing plan. The proposal was supported by 94.2% of the votes cast “for,” “against,” and “abstaining” on the proposal.

 

For		Against		Abstain		Broker Non-Votes
388,482,446		20,956,431		2,965,436		109,814,725

 

3.

Advisory Vote on Executive Compensation. Shareholders approved the company’s compensation for its named executive officers on an advisory basis. The proposal was supported by 95.8% of the votes cast “for” and “against” it.

 

For		Against		Abstain		Broker Non-Votes
391,673,382		17,073,034		3,657,897		109,814,725

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4.

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 the fiscal year ending May 28, 2017. The proposal was supported by 98.8% of the votes cast “for” and “against” it.

 

For		Against		Abstain		Broker Non-Votes
514,084,894		6,480,739		1,653,405		0

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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 27, 2016