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 26, 2011

 

 

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 5.02(e)

Compensatory Arrangements of Certain Officers and Directors.

On September 26, 2011, at the Annual Meeting of Stockholders of General Mills, Inc., stockholders adopted the 2011 Stock Compensation Plan, which replaces an existing plan that terminated on September 26, 2011. A description of the Stock Compensation Plan can be found in the Proxy Statement filed with the Securities and Exchange Commission on August 10, 2011.

At the Annual Meeting, stockholders also adopted the 2011 Compensation Plan for Non-Employee Directors. A description of the Plan can be found in the Proxy Statement filed with the Securities and Exchange Commission on August 10, 2011.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

On September 26, 2011, General Mills, Inc. held its 2011 Annual Meeting of Stockholders. Set forth below for each matter voted upon are 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. The following individuals were elected as directors, each to serve a one-year term expiring at the Company’s 2012 Annual Meeting of Stockholders, by the following votes:

 

Director Nominee		For				Against				Abstain				Broker Non-Votes
Bradbury H. Anderson			433,383,870				7,444,223				1,131,160				105,524,433
R. Kerry Clark			433,313,823				7,525,821				1,119,609				105,524,433
Paul Danos			439,276,171				1,493,500				1,189,582				105,524,433
William T. Esrey			435,905,151				4,834,523				1,219,579				105,524,433
Raymond V. Gilmartin			429,639,603				11,182,658				1,136,992				105,524,433
Judith Richards Hope			435,805,060				4,972,590				1,181,603				105,524,433
Heidi G. Miller			437,510,855				3,362,195				1,086,203				105,524,433
Hilda Ochoa-Brillembourg			438,805,339				1,943,211				1,210,703				105,524,433
Steve Odland			439,117,231				1,680,470				1,161,552				105,524,433
Kendall J. Powell			430,441,842				10,418,976				1,098,435				105,524,433
Michael D. Rose			430,352,225				10,431,637				1,175,391				105,524,433
Robert L. Ryan			439,297,769				1,567,404				1,094,080				105,524,433
Dorothy A. Terrell			436,554,847				4,285,275				1,119,131				105,524,433

 

2.

Adoption of the 2011 Stock Compensation Plan. A new Stock Compensation Plan was adopted to replace an existing plan, by the following vote:

 

For				Against				Abstain				Broker Non-Votes
	318,072,683				120,962,056				2,924,514				105,524,433

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3.

Adoption of the 2011 Compensation Plan for Non-Employee Directors. A new Compensation Plan for Non-Employee Directors was adopted to replace an existing plan, by the following vote:

 

For				Against				Abstain				Broker Non-Votes
	363,937,475				75,511,367				2,510,411				105,524,433

 

4.

Advisory Vote on Executive Compensation. The Company’s compensation for its named executive officers was approved on an advisory basis, by the following vote:

 

For				Against				Abstain				Broker Non-Votes
	411,489,345				22,313,533				8,156,375				105,524,433

 

5.

Frequency of Advisory Vote on Executive Compensation. Holding an annual advisory vote on executive compensation was approved by the following vote:

 

One Year				Two Years				Three Years				Abstain				Broker Non-Votes
	388,447,993				2,555,498				45,166,150				5,789,612				105,524,433

Since the stockholders approved the Board’s recommendation for an annual vote, the Board has determined to hold an advisory vote on executive compensation on an annual basis.

 

6.

Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 29, 2012 was ratified by the following vote:

 

For				Against				Abstain
	540,089,066				6,151,242				1,243,378

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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 29, 2011