General Mills (GIS) Proxy filing summary

Executive summary

• Focused on the Accelerate strategy to drive sustainable, profitable growth and long-term shareholder returns, emphasizing brand building, innovation, scale, and responsible business practices.

• Fiscal 2026 priorities included restoring North America Retail volume growth, accelerating North America Pet segment, and driving efficiencies for reinvestment.

• Completed U.S. Yogurt divestiture, integrated Whitebridge Pet Brands, and announced divestitures of Brazil business and Häagen-Dazs shops in China.

• Returned $1.8 billion to shareholders via dividends and share repurchases in fiscal 2026.

• Fiscal 2026 net sales were $18.4 billion, adjusted operating profit $2.8 billion, and adjusted diluted EPS $3.55, with free cash flow conversion at 85%.

Voting matters and shareholder proposals

• Shareholders to vote on election of 12 directors, advisory approval of executive compensation, ratification of KPMG as auditor, amendments to the Certificate of Incorporation for officer exculpation and federal forum provision, and three shareholder proposals.

• Board recommends FOR all management proposals and AGAINST all shareholder proposals, including restrictions on blank-check preferred stock, a report on human rights, and pesticide reduction reporting.

Board of directors and corporate governance

• Board is majority independent, with 10 of 12 directors independent and diverse in gender and ethnicity.

• Board actively oversees strategy, risk, succession planning, and sustainability, with regular evaluations and refreshment.

• Five standing committees: Audit, Compensation and Talent, Corporate Governance, Finance, and Public Responsibility, all chaired by independent directors.

• Annual director elections by majority vote, proxy access by-law, and right to call special meetings.