General Mills : Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year (Form 8-K)

Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On September 28, 2021, the shareholders of General Mills, Inc. (the "Company") voted at the 2021 Annual Meeting of Shareholders (the "Annual Meeting") to approve the amendment and restatement of the Company's Restated Certificate of Incorporation (the "Amended Certificate"), effective September 30, 2021, to eliminate the supermajority shareholder voting provisions applicable to preferred shareholders.

In addition, in connection with the shareholder approval of the Amended Certificate, the board of directors of the Company made conforming amendments to the Company's By-Laws,effective upon the filing of the Amended Certificate.

The foregoing description is qualified in its entirety by reference to the full text of the Amended Certificate and By-Laws,which are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively.

Submission of Matters to a Vote of Security Holders.

On September 28, 2021, the Company held its 2021 Annual Meeting. There were 521,930,191 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
R. Kerry Clark		414,037,874		12,202,013		1,572,861		94,117,443
David M. Cordani		417,685,791		8,594,576		1,532,381		94,117,443
Jeffrey L. Harmening		394,194,023		31,746,151		1,872,574		94,117,443
Maria G. Henry		419,737,220		6,567,068		1,508,460		94,117,443
Jo Ann Jenkins		421,513,819		4,851,446		1,447,483		94,117,443
Elizabeth C. Lempres		417,979,816		8,389,326		1,443,606		94,117,443
Diane L. Neal		421,415,827		4,863,787		1,533,134		94,117,443
Steve Odland		409,379,761		16,842,378		1,590,609		94,117,443
Maria A. Sastre		419,765,504		6,540,055		1,507,189		94,117,443
Eric D. Sprunk		421,159,984		5,112,541		1,540,223		94,117,443
Jorge A. Uribe		421,211,439		5,041,499		1,559,810		94,117,443

2.

Advisory Vote on Executive Compensation. On an advisory basis, shareholders approved the compensation of the Company's named executive officers. The proposal was supported by 94.5% of the votes cast "for" and "against" it.

For		Against		Abstain		Broker Non-Votes
401,904,341		23,288,094		2,620,313		94,117,443

3.

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 fiscal year 2022. The proposal was supported by 95.5% of the votes cast "for" and "against" it.

For		Against		Abstain		Broker Non-Votes
497,245,496		23,228,627		1,456,068		0

4.

Approval of Amendment and Restatement of the Company's Restated Certificate of Incorporation to EliminateSupermajority Voting Provisions.Shareholders approved the amendment and restatement of the Company's Restated Certificate of Incorporation to eliminate supermajority voting provisions applicable to preferred shareholders. The proposal was supported by 69.6% of the shares of common stock outstanding.

For		Against		Abstain		Broker Non-Votes
421,989,620		3,586,147		2,236,981		94,117,443

Financial Statements and Exhibits.

(d)

Exhibits.

3.1		Amended and Restated Certificate of Incorporation of General Mills, Inc.
3.2		By-Laws of General Mills, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)