GENERAL MILLS INC (GIS)
Sector: Consumer Staples
2026 Annual Meeting Analysis
GENERAL MILLS INC · Meeting: September 29, 2026
Directors FOR
2
Directors AGAINST
10
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
Dorer joined the board in 2024, giving him roughly two years of tenure that overlaps meaningfully with the underperformance period; GIS's 3-year stock return is -38.1%, which is 31.6 percentage points below the compensation peer group median of -6.5% — this exceeds the 20-percentage-point trigger that applies when absolute returns are negative; the 5-year GIS return of -21.3% is 23.9 percentage points below the peer 5-year median of +2.6%, which also exceeds the 20-percentage-point threshold for the negative absolute return tier, so the 5-year mitigant does not apply, and the AGAINST vote is confirmed.
Harmening has served as a director since 2017, giving him full overlap with the 3-year underperformance period; GIS's 3-year stock return of -38.1% lags the compensation peer group median by 31.6 percentage points, exceeding the 20-percentage-point trigger for negative absolute TSR; the 5-year return of -21.3% trails the peer 5-year median by 23.9 percentage points, also above the threshold, so the 5-year mitigant does not apply; this AGAINST vote on Harmening as a director is independent of the Say on Pay analysis.
Henry has served since 2016, providing full overlap with the 3-year underperformance period; GIS's 3-year stock return of -38.1% is 31.6 percentage points below the peer group median, exceeding the 20-percentage-point trigger for negative absolute TSR; the 5-year return also trails peers by 23.9 percentage points above the applicable threshold, so the 5-year mitigant does not rescue the vote.
Jenkins joined in 2020, giving her more than three years of tenure and full overlap with the 3-year underperformance period; GIS's 3-year return of -38.1% underperforms the peer median by 31.6 percentage points, exceeding the 20-percentage-point trigger; the 5-year comparison also exceeds the threshold, confirming the AGAINST vote.
Lempres has served since 2019 and has full overlap with the underperformance period; GIS's 3-year stock return of -38.1% trails the compensation peer group median by 31.6 percentage points, well above the 20-percentage-point trigger for negative absolute TSR; the 5-year underperformance of 23.9 percentage points versus peers also exceeds the threshold, so the 5-year mitigant does not apply.
Morikis joined in 2024 and has approximately two years of tenure that meaningfully overlaps with the underperformance period; GIS's 3-year return of -38.1% is 31.6 percentage points below the peer median, exceeding the 20-percentage-point trigger; the 5-year comparison also trails peers by 23.9 percentage points above the applicable threshold, so the AGAINST vote stands; his service on four public company boards (Whirlpool, UPS, Johnson & Johnson, and GIS) is noted but is at the maximum permissible limit under the policy and company's own rules — no separate overboarding flag is applied since it is not above four.
Neal has served since 2018, providing full overlap with the 3-year underperformance period; GIS's 3-year stock return of -38.1% underperforms the compensation peer group median by 31.6 percentage points, exceeding the 20-percentage-point threshold for negative absolute TSR; the 5-year gap of 23.9 percentage points versus peers also exceeds the threshold, confirming the AGAINST vote.
Sastre has served since 2018, providing full overlap with the underperformance period; GIS's 3-year stock return of -38.1% lags the compensation peer group median by 31.6 percentage points, well above the 20-percentage-point trigger; the 5-year underperformance of 23.9 percentage points also exceeds the threshold, so the 5-year mitigant does not apply.
Sprunk has served since 2015, providing full overlap with the underperformance period; GIS's 3-year stock return of -38.1% trails the compensation peer group median by 31.6 percentage points, exceeding the 20-percentage-point trigger for negative absolute TSR; the 5-year comparison also exceeds the threshold at 23.9 percentage points below peers, confirming the AGAINST vote.
Uribe has served since 2016, giving him full overlap with the underperformance period; GIS's 3-year stock return of -38.1% is 31.6 percentage points below the compensation peer group median, exceeding the 20-percentage-point trigger; the 5-year comparison shows a 23.9 percentage point gap versus peers, also above the threshold, so the 5-year mitigant does not apply.
For Analysis
Joined the board in January 2026, which is within the 24-month new-director exemption period, so she is exempt from the stock performance trigger; she has strong financial expertise as CFO of Hyatt Hotels and no other disqualifying flags.
McNabb joined the board in May/June 2026, which is within the 24-month new-director exemption window, so she is exempt from the TSR trigger; she brings deep operational experience as General Mills' Chief Operating Officer and has no other disqualifying flags.
General Mills' stock has lost 38.1% over three years while the compensation peer group median returned -6.5%, a gap of 31.6 percentage points — well above the 20-percentage-point trigger that applies when absolute returns are negative. The 5-year record (GIS -21.3% vs. peer median +2.6%) also exceeds the applicable threshold, meaning the 5-year mitigant does not rescue any directors. Accordingly, all directors with more than 24 months of tenure receive an AGAINST vote. The two newest directors — Joan Bottarini (joined January 2026) and Dana McNabb (joined June 2026) — are exempt from the trigger and receive FOR votes.
Say on Pay
✓ FORCEO
Jeffrey L. Harmening
Total Comp
$12,492,830
Prior Support
94%%
CEO total compensation of approximately $12.5 million is benchmarked within a reasonable range of the median for a large-cap consumer staples CEO, and the prior year Say on Pay vote received 94% support indicating strong shareholder endorsement of the program design. The pay mix is highly performance-oriented — roughly 90% of CEO target pay is variable and at-risk, including performance stock awards tied to three-year organic sales growth, cumulative operating cash flow, and a relative total shareholder return modifier — which is well above the 50-60% threshold our policy requires. While GIS's stock has underperformed the food and beverage peer group significantly, the incentive plan actually penalized executives for that underperformance: the fiscal 2024-2026 performance stock awards paid out at only 23% of target, and annual incentive awards paid out at only 58% of target in fiscal 2026, demonstrating that the pay-for-performance mechanism is functioning as intended rather than rewarding executives despite poor shareholder returns.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$9,398,000
Non-Audit Fees
$4,466,000
KPMG's non-audit fees (audit-related fees of $2,824,000 plus tax fees of $1,642,000) total $4,466,000, which equals approximately 47.5% of audit fees of $9,398,000 — just below 50% — however, when audit-related fees (which include due diligence and benefit plan audits that are not part of the core statutory audit) are included alongside tax fees as non-audit fees, the combined non-audit total of $4,466,000 represents 47.5% of the $9,398,000 audit fee, which is just under the 50% threshold; upon close review, the ratio is 47.5%, which does not technically breach the 50% threshold, so the non-audit fee trigger does not fire; auditor tenure is not disclosed in the filing so the tenure trigger cannot be applied; no material restatements are noted; KPMG is a Big 4 firm appropriate for a company of General Mills' size; the vote is FOR.
Stockholder Proposals
3 proposals submitted by shareholders
Proposal 6
Shareholder Proposal – Restriction On 'Blank-check' Preferred Stock
Restricting so-called 'blank-check' preferred stock — shares the board can issue with any rights it chooses, including anti-takeover features, without shareholder approval — is a mainstream governance improvement that limits the board's ability to dilute shareholders or entrench management without accountability. This type of proposal is a legitimate governance ask that aligns with shareholder interests by requiring board accountability before issuing stock with special rights. The board's opposition does not overcome the fundamental shareholder-friendly nature of placing guardrails on unchecked preferred stock issuance.
Proposal 7
Shareholder Proposal – Report on Human Rights
Human rights reporting proposals of this nature are typically advanced by advocacy-oriented filers whose primary goal is social and political pressure rather than material financial risk management for shareholders. General Mills already discloses extensive information about its human rights framework, including alignment with the United Nations Guiding Principles on Business and Human Rights, reducing the marginal informational value of an additional report. Under our policy, proposals advanced by ideologically motivated filers — regardless of whether the direction is progressive or conservative — are voted AGAINST because they serve advocacy goals rather than the neutral fiduciary interests of ordinary shareholders.
Proposal 8
Shareholder Proposal – Pesticide Reduction Reporting
Pesticide reduction reporting proposals are characteristically filed by environmental advocacy groups whose primary motivation is to advance agricultural and environmental policy goals rather than to protect shareholder financial interests. General Mills already discloses sustainability information including its regenerative agriculture program covering over 800,000 acres, which addresses many of the underlying concerns about agricultural inputs. Under our policy, proposals from ideologically motivated filers on either side of the political spectrum are voted AGAINST because they serve advocacy purposes rather than the neutral financial interests of ordinary shareholders.
Overall Assessment
General Mills faces a significant governance challenge at its 2026 annual meeting: the stock has lost 38.1% over three years while the compensation peer group returned -6.5%, a gap of 31.6 percentage points that triggers AGAINST votes for all ten directors with more than 24 months of tenure, leaving only the two newest directors (Bottarini and McNabb) with FOR votes. On the other hand, the Say on Pay vote earns a FOR because the compensation structure is genuinely performance-linked — executives received only 23% of their target performance stock awards and 58% of annual incentive targets, demonstrating the plan penalized management in line with the poor shareholder experience.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing