General Mills, Inc. shareholders voted to amend the company's certificate of incorporation to exculpate certain officers and require securities claims to be filed in federal district courts. The amendments, which took effect on October 1, 2026, were approved at the 2026 Annual Meeting of Shareholders held on September 29, 2026.
The company reported that 444,390,002 shares of common stock were represented in person or by proxy at the meeting. Shareholders approved the amendment providing for officer exculpation with 305,951,313 votes in favor, 40,791,774 against, and 2,206,627 abstentions. A separate amendment adopting a federal forum provision received 293,518,820 votes in favor, 53,155,316 against, and 2,275,578 abstentions.
The federal forum provision stipulates that claims under the Securities Act of 1933 must be brought exclusively in the federal district courts of the United States. The exculpation amendment modifies the Amended and Restated Certificate of Incorporation to limit liability for specific officers. General Mills filed a Form 8-K with the U.S. Securities and Exchange Commission on October 2, 2026, detailing these changes and the voting results.
All twelve director nominees were elected during the meeting. Joan L. Bottarini received the highest support with 343,434,940 votes in favor. The lowest vote for a director nominee went to Eric D. Sprunk, who received 335,835,014 votes in favor. Each director nominee faced 95,440,288 broker non-votes.
Shareholders also voted on an advisory proposal regarding executive compensation, approving it with 324,336,202 votes in favor against 22,238,319 votes against. The appointment of the independent registered public accounting firm was ratified with 414,677,845 votes in favor.
Three shareholder proposals were rejected by the majority of votes cast. A proposal to restrict "blank-check" preferred stock received 219,788,472 votes in favor and 125,788,850 against. A proposal requiring a report on human rights garnered only 44,954,037 votes in favor against 299,387,908 against. Similarly, a proposal for pesticide reduction reporting received 55,919,421 votes in favor against 288,460,564 against.
The filing lists General Mills' registered securities on the New York Stock Exchange, including common stock with a $.10 par value and various notes due between 2027 and 2056. The document was signed by Karen Wilson Thissen, General Counsel and Secretary.