General Mills Inc 10-Q for FY2026 Q1
General Mills Inc (GIS)
10-Q
2025-09-17
For: 2025-08-24
View Original
Added on
April 12, 2026
About this 10-Q
General Mills Inc filed this 10-Q on September 17, 2025, covering the quarter ended August 24, 2025 (FY2026 Q1).
Headline figures
Quarter ended August 24, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $4.52B
- down 6.8% from $4.85B a year earlier
- Net income
- $1.2B
- up 107.7% from net income of $579.9M a year earlier
- Diluted EPS
- $2.22
- up 115.5% from $1.03 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
FOR THE QUARTERLY PERIOD ENDED
FOR THE TRANSITION PERIOD FROM TO
Commission file number:
________________
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
,
(Address of principal executive offices)
(Zip Code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange
on which registered
________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
☑
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files).
☑
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☑
Accelerated filer
☐
☐
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐
☑
Number of shares of Common Stock outstanding as of September 10, 2025:
treasury).
3
General Mills, Inc.
Table of Contents
Page
4
5
6
7
8
20
34
35
35
35
36
37
4
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Consolidated Statements of Earnings
GENERAL MILLS, INC. AND SUBSIDIARIES
(Unaudited) (In Millions, Except per Share Data)
Quarter Ended
Aug. 24, 2025
Aug. 25, 2024
Net sales
$
$
Cost of sales
Selling, general, and administrative expenses
Divestitures gain
(1,054.4 )
Restructuring, transformation, impairment, and other exit costs
Operating profit
Benefit plan non-service income
(15.1 )
(13.9 )
Interest, net
Earnings before income taxes and after-tax earnings from joint ventures
Income taxes
After-tax earnings from joint ventures
Net earnings, including (loss) earnings attributable to noncontrolling interests
Net (loss) earnings attributable to noncontrolling interests
(0.2 )
Net earnings attributable to General Mills
$
$
Earnings per share – basic
$
$
Earnings per share – diluted
$
$
See accompanying notes to consolidated financial statements.
5
Consolidated Statements of Comprehensive Income
GENERAL MILLS, INC. AND SUBSIDIARIES
(Unaudited) (In Millions)
Quarter Ended
Aug. 24, 2025
Aug. 25, 2024
Net earnings, including (loss) earnings attributable to noncontrolling interests
$
$
Other comprehensive (loss) income, net of tax:
Foreign currency translation
(64.7 )
(61.9 )
Net actuarial loss
(7.5 )
Other fair value changes:
Hedge derivatives
(6.0 )
Reclassification to earnings:
Hedge derivatives
Amortization of losses and prior service costs
Other comprehensive loss, net of tax
(55.0 )
(56.3 )
Total comprehensive income
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to General Mills
$
$
See accompanying notes to consolidated financial statements.
6
Consolidated Balance Sheets
GENERAL MILLS, INC. AND SUBSIDIARIES
(In Millions, Except Par Value)
Aug. 24, 2025
May 25, 2025
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents
$
$
Receivables
Inventories
Prepaid expenses and other current assets
Assets held for sale
Total current assets
Land, buildings, and equipment
Goodwill
Other intangible assets
Other assets
Total assets
$
$
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
$
$
Current portion of long-term debt
Notes payable
Other current liabilities
Liabilities held for sale
Total current liabilities
Long-term debt
Deferred income taxes
Other liabilities
Total liabilities
Stockholders’ equity:
Common stock,
Additional paid-in capital
Retained earnings
Common stock in treasury, at cost, shares of
(11,866.6 )
(11,467.9 )
Accumulated other comprehensive loss
(2,600.5 )
(2,545.0 )
Total stockholders’ equity
Noncontrolling interests
Total equity
Total liabilities and equity
$
$
See accompanying notes to consolidated financial statements.
7
Consolidated Statements of Total Equity
GENERAL MILLS, INC. AND SUBSIDIARIES
(Unaudited) (In Millions, Except per Share Data)
Quarter Ended
Aug. 24, 2025
Aug. 25, 2024
Shares
Amount
Shares
Amount
Total equity, beginning balance
$
$
Common stock,
Additional paid-in capital:
Beginning balance
Stock compensation plans
(11.0 )
(5.2 )
Unearned compensation related to stock unit awards
(65.5 )
(77.1 )
Earned compensation
Shares purchased
(50.0 )
Ending balance
Retained earnings:
Beginning balance
Net earnings attributable to General Mills
Cash dividends declared ($
(330.9 )
(337.8 )
Ending balance
Common stock in treasury:
Beginning balance
(212.2 )
(11,467.9 )
(195.5 )
(10,357.9 )
Shares purchased, including excise tax of $
(8.7 )
(454.0 )
(4.5 )
(302.2 )
Stock compensation plans
Ending balance
(219.9 )
(11,866.6 )
(198.8 )
(10,601.9 )
Accumulated other comprehensive loss:
Beginning balance
(2,545.0 )
(2,519.7 )
Comprehensive loss
(55.5 )
(56.8 )
Ending balance
(2,600.5 )
(2,576.5 )
Noncontrolling interests:
Beginning balance
Comprehensive income
Distributions to noncontrolling interest holders
(5.0 )
Ending balance
Total equity, ending balance
$
$
See accompanying notes to consolidated financial statements.
8
Consolidated Statements of Cash Flows
GENERAL MILLS, INC. AND SUBSIDIARIES
(Unaudited) (In Millions)
Quarter Ended
Aug. 24, 2025
Aug. 25, 2024
Cash Flows - Operating Activities
Net earnings, including (loss) earnings attributable to noncontrolling interests
$
$
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization
After-tax earnings from joint ventures
(6.8 )
(19.2 )
Distributions of earnings from joint ventures
Stock-based compensation
Deferred income taxes
Pension and other postretirement benefit plan contributions
(5.2 )
(7.5 )
Pension and other postretirement benefit plan costs
(6.7 )
(3.2 )
Divestitures gain
(1,054.4 )
Restructuring, transformation, impairment, and other exit costs
(2.7 )
Changes in current assets and liabilities, excluding the effects of
(107.6 )
Other, net
(21.3 )
Net cash provided by operating activities
Cash Flows - Investing Activities
Purchases of land, buildings, and equipment
(109.5 )
(140.3 )
Acquisition, net of cash acquired
(7.7 )
Proceeds from divestitures
Proceeds from disposal of land, buildings, and equipment
Other, net
(1.9 )
(0.6 )
Net cash provided by (used by) investing activities
(148.0 )
Cash Flows - Financing Activities
Change in notes payable
(654.8 )
Proceeds from common stock issued on exercised options
Purchases of common stock for treasury
(500.0 )
(300.0 )
Dividends paid
(330.9 )
(337.8 )
Distributions to noncontrolling interest holders
(5.0 )
Other, net
(21.7 )
(34.0 )
Net cash used by financing activities
(1,507.2 )
(429.4 )
Effect of exchange rate changes on cash and cash equivalents
Increase in cash and cash equivalents
Cash and cash equivalents - beginning of year
Cash and cash equivalents - end of period
$
$
Cash Flows from changes in current assets and liabilities, excluding the effects of
Receivables
$
$
(145.6 )
Inventories
(135.2 )
(95.7 )
Prepaid expenses and other current assets
Accounts payable
(252.5 )
(76.4 )
Other current liabilities
Changes in current assets and liabilities
$
$
(107.6 )
See accompanying notes to consolidated financial statements.
9
GENERAL MILLS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Background
The accompanying Consolidated Financial Statements of General Mills, Inc. (we, us, our, General Mills, or the Company) have been
prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information
and with the rules and regulations for reporting on Form 10-Q. Accordingly, they do not include certain information and disclosures
required for comprehensive financial statements. In the opinion of management, all adjustments considered necessary for a fair
presentation have been included and are of a normal recurring nature, including the elimination of all intercompany transactions.
Operating results for the fiscal quarter ended August 24, 2025, are not necessarily indicative of the results that may be expected for the
fiscal year ending May 31, 2026.
These statements should be read in conjunction with the Consolidated Financial Statements and footnotes included in our Annual
Report on Form 10-K for the fiscal year ended May 25, 2025. The accounting policies used in preparing these Consolidated Financial
Statements are the same as those described in Note 2 to the Consolidated Financial Statements in that Form 10-K.
Certain reclassifications to our previously reported financial information have been made to conform to the current period
presentation.
Certain terms used throughout this report are defined in the “Glossary” section below.
(2) Acquisition and Divestitures
During the first quarter of fiscal 2026, we completed the sale of our United States yogurt business to Groupe Lactalis S.A. and
recorded a pre-tax gain of $
During the third quarter of fiscal 2025, we completed the sale of our Canada yogurt business to Sodiaal International and recorded a
pre-tax gain of $
increase to the pre-tax gain.
During the third quarter of fiscal 2025, we acquired NX Pet Holding, Inc., representing Whitebridge Pet Brands’ North American
premium cat feeding and pet treating business, for a purchase price of $
the transaction with cash on hand and new debt. We consolidated Whitebridge Pet Brands into our Consolidated Balance Sheets and
recorded goodwill of $
Tiki Pets
lived customer relationship asset of $
for tax purposes. The pro forma effects of this acquisition were not material. We have conducted a preliminary assessment of the fair
value of the acquired assets and liabilities of the business and we are continuing our review of these items during the measurement
period. If new information is obtained about facts and circumstances that existed at the acquisition date, the acquisition accounting
will be revised to reflect the resulting adjustments to current estimates of those items. The consolidated results are reported in our
North America Pet operating segment on a one-month lag.
(3) Restructuring, Transformation, Impairment, and Other Exit Costs
In the first quarter of fiscal 2026, we did not undertake any new restructuring or transformation actions. We recorded $
restructuring and transformation charges in the first quarter of fiscal 2026 and $
of fiscal 2025 related to actions previously announced. We expect these actions to be completed by the end of fiscal 2028.
We paid net $
$
Restructuring, transformation, and impairment charges are recorded in our Consolidated Statements of Earnings as follows:
Quarter Ended
In Millions
Aug. 24, 2025
Aug. 25, 2024
Restructuring, transformation, impairment, and other exit costs
$
$
Cost of sales
Total restructuring, transformation, and impairment charges
$
$
10
The roll forward of our restructuring, transformation, and other exit cost reserves, included in other current liabilities, is as follows:
In Millions
Total
Reserve balance as of May 25, 2025
$
Fiscal 2026 charges, including foreign currency translation
Utilized in fiscal 2026
(8.4 )
Reserve balance as of Aug. 24, 2025
$
The restructuring, transformation, and other exit cost reserves balance as of August 24, 2025, is primarily related to severance costs.
The charges recognized in the roll forward of our reserves for restructuring, transformation, and other exit costs do not include items
charged directly to expense (e.g., asset impairment charges, the gain or loss on the sale of restructured assets, and the write-off of
spare parts) and other periodic exit costs recognized as incurred, as those items are not reflected in our restructuring, transformation,
and other exit cost reserves on our Consolidated Balance Sheets.
(4) Goodwill and Other Intangible Assets
The components of goodwill and other intangible assets are as follows:
In Millions
Aug. 24, 2025
May 25, 2025
Goodwill
$
$
Other intangible assets:
Intangible assets not subject to amortization:
Brands and other indefinite-lived intangibles
Intangible assets subject to amortization:
Customer relationships and other finite-lived intangibles
Less accumulated amortization
(161.8 )
(156.2 )
Intangible assets subject to amortization, net
Other intangible assets
Total
$
$
Based on the carrying value of finite-lived intangible assets as of August 24, 2025, annual amortization expense for each of the next
five fiscal years is estimated to be approximately $
The changes in the carrying amount of goodwill during the first quarter of fiscal 2026 were as follows:
In Millions
North
America
Retail
North
America
Pet
North
America
Foodservice
International
(a)
Corporate and
Joint Ventures
Total
Balance as of May 25, 2025
$
$
$
$
$
$
Other activity, primarily
(0.7 )
(0.1 )
Balance as of Aug. 24, 2025
$
$
$
$
$
$
(a)
The carrying amounts of goodwill within the International segment as of May 25, 2025, and August 24, 2025, were net of
accumulated impairment losses of $
Statements included in our Annual Report on Form 10-K for the fiscal year ended May 25, 2025.
The changes in the carrying amount of other intangible assets during the first quarter of fiscal 2026 were as follows:
In Millions
Total
Balance as of May 25, 2025
$
Other activity, primarily foreign currency translation and amortization
Balance as of Aug. 24, 2025
$
Our annual goodwill and indefinite-lived intangible assets impairment test was performed on the first day of the second quarter of
fiscal 2025, and we determined there was
excess of the carrying values, except for the
Uncle Toby’s
11
our fiscal 2025 assessment date, the
Progresso
,
Nudges
,
True Chews
, and
Kitano
coverage. We will continue to monitor these businesses for potential impairment.
(5) Inventories
The components of inventories were as follows:
In Millions
Aug. 24, 2025
May 25, 2025
Finished goods
$
$
Raw materials and packaging
Grain
Excess of FIFO over LIFO cost
(590.3 )
(545.6 )
Total
$
$
(6) Risk Management Activities
Many commodities we use in the production and distribution of our products are exposed to market price risks.
We
utilize derivatives
to manage price risk for our principal ingredients and energy costs, including grains (oats, wheat, and corn), oils (principally soybean),
dairy products, natural gas, and diesel fuel. Our primary objective when entering into these derivative contracts is to achieve certainty
with regard to the future price of commodities purchased for use in our supply chain.
We
manage our exposures through a
combination of purchase orders, long-term contracts with suppliers, exchange-traded futures and options, and over-the-counter options
and swaps.
We
offset our exposures based on current and projected market conditions and generally seek to acquire the inputs at as
close as possible to or below our planned cost.
We use derivatives to manage our exposure to changes in commodity prices. We do not perform the assessments required to achieve
hedge accounting for commodity derivative positions. Accordingly, the changes in the values of these derivatives are recorded in cost
of sales in our Consolidated Statements of Earnings.
Although we do not meet the criteria for cash flow hedge accounting, we believe that these instruments are effective in achieving our
objective of providing certainty in the future price of commodities purchased for use in our supply chain. Accordingly, for purposes of
measuring segment operating performance, these gains and losses are reported in unallocated corporate items outside of segment
operating results until such time that the exposure we are managing affects earnings. At that time, we reclassify the gain or loss from
unallocated corporate items to segment operating profit, allowing our operating segments to realize the economic effects of the
derivative without experiencing any resulting mark-to-market volatility, which remains in unallocated corporate items.
Unallocated corporate items for the quarters ended August 24, 2025, and August 25, 2024, included:
Quarter Ended
In Millions
Aug. 24, 2025
Aug. 25, 2024
Net loss on mark-to-market valuation of certain
$
(0.5 )
$
(37.7 )
Net (gain) loss on commodity positions reclassified from
(1.4 )
Net mark-to-market revaluation of certain grain inventories
(6.6 )
(8.3 )
Net mark-to-market valuation of certain commodity
$
(8.5 )
$
(28.8 )
As of August 24, 2025, the net notional value of commodity derivatives was $
agricultural inputs and $
next
We also have net investments in foreign subsidiaries that are denominated in euros. As of August 24, 2025, we hedged a portion of
these investments with €
The fair values of the derivative positions used in our risk management activities and other assets recorded at fair value were not
material as of August 24, 2025, and were Level 1 or Level 2 assets and liabilities in the fair value hierarchy. We did not significantly
change our valuation techniques from prior periods.
12
We offer certain suppliers access to third-party services that allow them to view our scheduled payments online. The third-party
services also allow suppliers to finance advances on our scheduled payments at the sole discretion of the supplier and the third party.
We have no economic interest in these financing arrangements and no direct relationship with the suppliers, the third parties, or any
financial institutions concerning these services, including not providing any form of guarantee and not pledging assets as security to
the third parties or financial institutions. All of our accounts payable remain as obligations to our suppliers as stated in our supplier
agreements. As of August 24, 2025, $
accounts payable
party services. As of May 25, 2025, $
accounts payable
party services.
(7) Debt
The components of notes payable and their respective weighted-average interest rates were as follows:
Aug. 24, 2025
May 25, 2025
In Millions
Notes Payable
Weighted-
Average
Interest Rate
Notes Payable
Weighted-
Average
Interest Rate
U.S. commercial paper
$
%
$
%
Financial institutions
Total
$
%
$
%
To ensure availability of funds, we maintain bank credit lines and have commercial paper programs available to us in the United States
and Europe.
The following table details the credit facilities and lines of credit we had available as of August 24, 2025:
In Millions
Borrowing
Capacity
Borrowed
Amount
Committed credit facility expiring October 2029
$
$
Uncommitted credit facilities and lines of credit
Total
$
$
The credit facilities contain covenants, including a requirement to maintain a fixed charge coverage ratio of at least
Long-Term Debt
The fair values and carrying amounts of long-term debt, including the current portion, were $
respectively, as of August 24, 2025. The fair value of long-term debt was estimated using market quotations and discounted cash
flows based on our current incremental borrowing rates for similar types of instruments. Long -term debt is a Level 2 liability in the
fair value hierarchy.
In the fourth quarter of fiscal 2025, we issued €
. We used the net
proceeds to repay $
paper, as well as for general corporate purposes.
In the third quarter of fiscal 2025, we repaid $
, using proceeds
from the issuance of commercial paper.
In the second quarter of fiscal 2025, we issued $
. We used the net
proceeds to fund the Whitebridge Pet Brands acquisition.
In the second quarter of fiscal 2025, we issued $
. We used the net
proceeds to fund the Whitebridge Pet Brands acquisition.
In the second quarter of fiscal 2025, we issued €
. We used the net proceeds to
repay €
.
13
In the second quarter of fiscal 2025, we issued €
. We used the net proceeds
to repay €
.
Certain of our long-term debt agreements contain restrictive covenants.
(8) Noncontrolling Interests
During the fourth quarter of fiscal 2025, we purchased the outstanding General Mills Cereals, LLC (GMC) Class A limited
membership interests (GMC Class A Interests) from the third-party holder for $
our principal noncontrolling interest. The third-party holder of the GMC Class A Interests received quarterly preferred distributions
from available net income based on the application of a floating preferred return rate to the holder’s capital account balance
established in the most recent mark-to-market valuation. On June 1, 2024, the floating preferred return rate was reset to the sum of the
(9) Stockholders’ Equity
The following tables provide details of total comprehensive income:
Quarter Ended
Quarter Ended
Aug. 24, 2025
Aug. 25, 2024
General Mills
Noncontrolling
Interests
General Mills
Noncontrolling
Interests
In Millions
Pretax
Tax
Net
Net
Pretax
Tax
Net
Net
Net earnings, including (loss) earnings
$
$
(0.2 )
$
$
Other comprehensive (loss) income:
Foreign currency translation
$
(104.1 )
$
(65.2 )
$
(93.9 )
$
(62.4 )
Net actuarial loss
(7.5 )
(7.5 )
Other fair value changes:
Hedge derivatives
(1.2 )
(7.5 )
(6.0 )
Reclassification to earnings:
Hedge derivatives (a)
(0.1 )
(0.4 )
Amortization of losses and
(3.2 )
(2.9 )
Other comprehensive (loss) income
$
(89.9 )
$
(55.5 )
$
(87.3 )
$
(56.8 )
Total comprehensive income
$
$
$
$
(a) Loss (gain) reclassified from AOCI into earnings is reported in interest, net for interest rate swaps and in cost of sales and selling, general, and administrative
(SG&A) expenses for foreign exchange contracts.
(b) Loss reclassified from AOCI into earnings is reported in benefit plan non-service income.
Accumulated other comprehensive loss balances, net of tax effects, were as follows:
In Millions
Aug. 24, 2025
May 25, 2025
Foreign currency translation adjustments
$
(941.9 )
$
(876.7 )
Unrealized loss from hedge derivatives
(1.6 )
(7.4 )
Pension, other postretirement, and postemployment benefits:
Net actuarial loss
(1,718.9 )
(1,726.8 )
Prior service credits
Accumulated other comprehensive loss
$
(2,600.5 )
$
(2,545.0 )
(10) Stock Plans
We
have various stock-based compensation programs under which awards, including stock options, restricted stock, restricted stock
units, and performance awards, may be granted to employees and non-employee directors. These programs and related accounting are
described in Note 12 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended
May 25, 2025.
14
Compensation expense related to stock-based payments recognized in the Consolidated Statements of Earnings was as follows:
Quarter Ended
In Millions
Aug. 24, 2025
Aug. 25, 2024
Compensation expense related to stock-based payments
$
$
(Shortfall) windfall tax impacts of stock-based payments in income tax expense in our Consolidated Statements of Earnings were as
follows:
Quarter Ended
In Millions
Aug. 24, 2025
Aug. 25, 2024
(Shortfall) windfall tax impacts of stock-based payments
$
(1.5 )
$
As of August 24, 2025, unrecognized compensation expense related to non-vested stock options, restricted stock units, and
performance share units was $
Net cash proceeds from the exercise of stock options less shares used for withholding taxes and the intrinsic value of options exercised
were as follows:
Quarter Ended
In Millions
Aug. 24, 2025
Aug. 25, 2024
Net cash proceeds
$
$
Intrinsic value of options exercised
$
$
We estimate the fair value of each option on the grant date using a Black-Scholes option-pricing model, which requires us to make
predictive assumptions regarding future stock price volatility, employee exercise behavior, dividend yield, and the forfeiture rate. We
estimate our future stock price volatility using the historical volatility over the expected term of the option, excluding time periods of
volatility we believe a marketplace participant would exclude in estimating our stock price volatility. We also have considered, but did
not use, implied volatility in our estimate, because trading activity in options on our stock, especially those with tenors of greater than
6 months, is insufficient to provide a reliable measure of expected volatility. Our method of selecting the other valuation assumptions
is explained in Note 12 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year
ended May 25, 2025.
The estimated fair values of stock options granted and the assumptions used for the Black-Scholes option-pricing model were as
follows:
Quarter Ended
Aug. 24, 2025
Aug. 25, 2024
Estimated fair values of stock options granted
$
$
Assumptions:
Risk-free interest rate
%
%
Expected term
years
years
Expected volatility
%
%
Dividend yield
%
%
The total grant date fair value of restricted stock unit awards that vested during the period was as follows:
Quarter Ended
In Millions
Aug. 24, 2025
Aug. 25, 2024
Total grant date fair value
$
$
15
(11) Earnings Per Share
Basic and diluted earnings per share (EPS) were calculated using the following:
Quarter Ended
In Millions, Except per Share Data
Aug. 24, 2025
Aug. 25, 2024
Net earnings attributable to General Mills
$
$
Average number of common shares – basic EPS
Incremental share effect from: (a)
Stock options
Restricted stock units and performance share units
Average number of common shares – diluted EPS
Earnings per share – basic
$
$
Earnings per share – diluted
$
$
(a) Incremental shares from stock options, restricted stock units, and performance share units are computed by the treasury stock
method. Stock options, restricted stock units, and performance share units excluded from our computation of diluted EPS because
they were not dilutive were as follows:
Quarter Ended
In Millions
Aug. 24, 2025
Aug. 25, 2024
Anti-dilutive stock options, restricted stock units, and
(12) Share Repurchases
Share repurchases were as follows:
Quarter Ended
In Millions
Aug. 24, 2025
Aug. 25, 2024
Shares of common stock
Aggregate purchase price
$
$
In the first quarter of fiscal 2026, we entered into two accelerated share repurchase (ASR) agreements with an unrelated third-party
financial institution to repurchase an aggregate of $
million and received an initial delivery of
July 1, 2025. The value of the initial shares delivered under the ASR agreements represented
price, with a fair value of $
business.
The first ASR agreement was settled on August 4, 2025, with a final delivery of
purchase price for the first ASR agreement was $
The unsettled balance of $
additional paid-in capital in our Consolidated Balance Sheets. The amount was settled subsequent to the end of the first quarter of
fiscal 2026, with a final delivery of
share, not including costs of execution or excise tax. The total number of shares ultimately purchased and the price paid per share was
determined upon final settlement based on the daily volume-weighted average price of our common stock over the term of the ASR
agreement, less a discount, and subject to customary adjustments pursuant to the terms and conditions of the ASR agreement.
The delivery of
outstanding shares used to determine our weighted average shares outstanding for purposes of calculating basic and diluted EPS for
the first quarter of fiscal 2026. We have also evaluated, as of August 24, 2025, the second ASR agreement for the potential dilutive
effects of the shares remaining to be received upon settlement, and determined that the additional shares would be anti-dilutive and
therefore were not included in our diluted EPS calculation for the first quarter of fiscal 2026.
16
(13) Statements of Cash Flows
Our Consolidated Statements of Cash Flows include the following:
Quarter Ended
In Millions
Aug. 24, 2025
Aug. 25, 2024
Net cash interest payments
$
$
Net income tax payments
$
$
(14) Retirement and Postemployment Benefits
Components of net periodic benefit expense (income) are as follows:
Defined Benefit
Pension Plans
Other Postretirement
Benefit Plans
Postemployment
Benefit Plans
Quarter Ended
Quarter Ended
Quarter Ended
In Millions
Aug. 24,
2025
Aug. 25,
2024
Aug. 24,
2025
Aug. 25,
2024
Aug. 24,
2025
Aug. 25,
2024
Service cost
$
$
$
$
$
$
Interest cost
Expected return on plan assets
(101.3 )
(105.0 )
(8.4 )
(9.0 )
Amortization of losses (gains)
(6.5 )
(5.2 )
Amortization of prior service costs (credits)
(5.3 )
(5.5 )
(0.3 )
(0.3 )
Other adjustments
Net expense (income)
$
$
$
(15.4 )
$
(13.3 )
$
$
(15) Income Taxes
On July 4, 2025, legislation known as the One Big Beautiful Bill Act (OBBBA) was signed into law. The OBBBA makes changes to
the United States corporate income tax system, including, among other provisions, the immediate expensing of research and
development expenditures, and 100 percent bonus depreciation on qualified property. The impacts of the OBBBA are reflected in our
results for the quarter ended August 24, 2025, and there was no material impact to our income tax expense. As of the quarter ended
August 24, 2025, we expect certain provisions of the OBBBA will change the timing of cash tax payments in the current fiscal year
and future periods.
In December 2021, the Organization for Economic Cooperation and Development (OECD) established a framework, referred to as
Pillar 2, designed to ensure large multinational enterprises pay a minimum 15 percent level of tax on the income arising in each
jurisdiction in which they operate. Numerous countries have already enacted the OECD model rules effective for taxable years
beginning after December 31, 2023, which for us was fiscal 2025. There was no material impact on our consolidated financial
statements. Several other countries have enacted or drafted legislation that is not yet effective for us, and we do not expect this
legislation to have a material impact on our consolidated financial statements. We will continue to monitor for new legislation and
guidance and evaluate potential impact on our consolidated financial statements.
During the second quarter of fiscal 2024, we received a notice of proposed adjustment from the Internal Revenue Service associated
with a capital loss from fiscal 2019. We believe that we have meritorious defenses against this assessment and will vigorously defend
our position. We do not expect the resolution of the proposed adjustment to have a material impact on our financial position or
liquidity.
(16) Business Segment and Geographic Information
We
operate in the packaged foods industry. Our operating segments are as follows: North America Retail, International, North
America Pet, and North America Foodservice.
Our North America Retail operating segment reflects business with a wide variety of grocery stores, mass merchandisers, membership
stores, natural food chains, drug, dollar and discount chains, convenience stores, and e-commerce grocery providers. Our product
categories in this business segment include ready-to-eat cereals, soup, meal kits, refrigerated and frozen dough products, dessert and
baking mixes, frozen pizza and pizza snacks, snack bars, fruit snacks, savory snacks, and a wide variety of organic products including
ready-to-eat cereal, frozen and shelf-stable vegetables, meal kits, fruit snacks, and snack bars.
17
Our International operating segment consists of retail and foodservice businesses outside of the United States and Canada. Our
product categories include super-premium ice cream and frozen desserts, meal kits, salty snacks, snack bars, dessert and baking mixes,
shelf-stable vegetables, and pet food products. We also sell super-premium ice cream and frozen desserts directly to consumers
through owned retail shops. Our International segment also includes products manufactured in the United States for export, mainly to
Caribbean and Latin American markets, as well as products we manufacture for sale to our international joint ventures. Revenues from
export activities are reported in the region or country where the end customer is located.
Our North America Pet operating segment includes pet food products sold primarily in the United States and Canada in national pet
superstore chains, e-commerce retailers, grocery stores, regional pet store chains, mass merchandisers, and veterinary clinics and
hospitals. Our product categories include dog and cat food (dry foods, wet foods, and treats) made with whole meats, fruits,
vegetables, and other high-quality natural ingredients. Our tailored pet product offerings address specific dietary, lifestyle, and life-
stage needs and span different product types, diet types, breed sizes for dogs, life-stages, flavors, product functions, and textures and
cuts for wet foods.
Our North America Foodservice segment consists of foodservice businesses in the United States and Canada. Our major product
categories in our North America Foodservice operating segment are ready-to-eat cereals, snacks, frozen meals, unbaked and fully
baked frozen dough products, baking mixes, and bakery flour. Many products we sell are branded to the consumer and nearly all are
branded to our customers.
We
sell to distributors and operators in many customer channels including foodservice, vending, and
supermarket bakeries.
Our chief operating decision maker (CODM) is the Chairman of the Board and Chief Executive Officer. The CODM predominantly
uses segment operating profit in the annual planning process which includes segment operating profit performance targets. The
CODM assesses progress against performance targets by comparing segment operating profit actual-to-plan variances on a monthly
basis. The performance assessment completed by the CODM is used to determine whether resource allocations require adjustment and
contributes to the determination of incentive compensation.
Operating profit for these segments excludes unallocated corporate items, gain or loss on divestitures, and restructuring,
transformation, impairment, and other exit costs. Results from certain businesses managed by our Strategic Growth Office are
included within corporate and other net sales and unallocated corporate items within operating profit. Unallocated corporate items also
include corporate overhead expenses, variances to planned North American employee benefits and incentives, certain charitable
contributions, restructuring initiative project-related costs, gains and losses on corporate investments, and other items that are not part
of our measurement of segment operating performance. These include gains and losses arising from the revaluation of certain grain
inventories and gains and losses from mark-to-market valuation of certain commodity positions until passed back to our operating
segments. These items affecting operating profit are centrally managed at the corporate level and are excluded from the measure of
segment profitability reviewed by executive management. Under our supply chain organization, our manufacturing, warehouse, and
distribution activities are substantially integrated across our operations in order to maximize efficiency and productivity. As a result,
fixed assets and depreciation and amortization expenses are neither maintained nor available by operating segment.
18
Our operating segment results were as follows:
Quarter Ended August 24, 2025
In Millions
North
America
Retail
International
North
America Pet
North
America
Foodservice
Total
Segment net sales
$
$
$
$
$
Corporate and other net sales
Total net sales
$
Cost of sales
$
$
$
$
Selling, general, and
Segment operating profit
$
$
$
$
$
Unallocated corporate items
Divestitures gain
(1,054.4 )
Restructuring, transformation,
Operating profit
$
Quarter Ended August 25, 2024
In Millions
North
America
Retail
International
North
America Pet
North
America
Foodservice
Total
Segment net sales
$
$
$
$
$
Corporate and other net sales
Total net sales
$
Cost of sales
$
$
$
$
Selling, general, and
Segment operating profit
$
$
$
$
$
Unallocated corporate items
Restructuring, transformation,
Operating profit
$
Net sales for our North America Retail operating units were as follows:
Quarter Ended
In Millions
Aug. 24, 2025
Aug. 25, 2024
U.S. Meals & Baking Solutions
$
$
Big G Cereal & Canada (a)
U.S. Snacks
Total
$
$
(a) Upon completion of the United States yogurt business divestiture, the former U.S. Morning Foods and Canada operating units
were combined into a new Big G Cereal & Canada operating unit. Prior period amounts have been recast to conform to the
current period presentation. This did not result in a change to the composition of our reportable segments or information reviewed
by our CODM.
19
Net sales by class of similar products were as follows:
Quarter Ended
In Millions
Aug. 24, 2025
Aug. 25, 2024
Snacks
$
$
Cereal
Convenient meals
Pet
Dough
Baking mixes and ingredients
Super-premium ice cream
Yogurt
Other
Total
$
$
20
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
INTRODUCTION
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in
conjunction with the MD&A included in our Annual Report on Form 10-K for the fiscal year ended May 25, 2025, for important
background regarding, among other things, our key business drivers. Significant trademarks and service marks used in our business
are set forth in
italics
herein. Certain terms used throughout this report are defined in the “Glossary” section below.
Our key priorities in fiscal 2026 are to return North America Retail to volume growth, accelerate North America Pet growth with an
expanded portfolio, and drive efficiencies to reinvest in growth. We expect category growth to be below our long-term projections,
reflecting less benefit from net price realization and mix amid a continued challenging consumer backdrop. To strengthen our
categories and market share performance, we plan to increase investment in consumer value, product news, innovation, and brand
building, guided by our remarkable experience framework. This includes a significant strategic investment to launch Blue Buffalo into
the fast-growing United States fresh pet food sub-category in calendar 2025. We expect the combination of these growth investments,
input cost inflation, and normalization of corporate incentive will outpace expected Holistic Margin Management cost savings of 5
percent of cost of goods sold, savings from our global transformation initiative, and benefits from a 53rd week in fiscal 2026. In
addition, we expect the net impact of the divestitures of our North American yogurt businesses and the Whitebridge Pet Brands
acquisition will reduce adjusted operating profit growth by approximately 5 points in fiscal 2026.
CONSOLIDATED RESULTS OF OPERATIONS
First Quarter Results
In the first quarter of fiscal 2026, net sales decreased 7 percent , including the net impact of the divestitures of our North American
yogurt businesses (Divestitures), partially offset by the acquisition of Whitebridge Pet Brands (Acquisition). Organic net sales
decreased 3 percent compared to the same period last year. Operating profit increased 108 percent to $1,726 million, primarily driven
by a divestiture gain related to the sale of our United States yogurt business and favorable net price realization and mix, partially offset
by a decrease in contributions from volume growth and higher input costs. Operating profit margin of 38.2 percent increased 2,100
basis points. Adjusted operating profit of $711 million decreased 18 percent on a constant-currency basis, including the net impact of
the Divestitures and Acquisition, primarily driven by a decrease in contributions from volume growth and higher input costs, partially
offset by favorable net price realization and mix. Adjusted operating profit margin decreased 210 basis points to 15.7 percent. Diluted
earnings per share of $2.22 increased 116 percent in the first quarter of fiscal 2026. Adjusted diluted earnings per share of $0.86
decreased 20 percent on a constant-currency basis compared to the first quarter of fiscal 2025. See the “Non-GAAP Measures” section
below for a description of our use of measures not defined by GAAP.
A summary of our consolidated financial results for the first quarter of fiscal 2026 follows:
Quarter Ended Aug. 24, 2025
In millions,
except per share
Quarter Ended
Aug. 24, 2025 vs.
Aug. 25, 2024
Percent
of Net
Sales
Constant-
Currency
Growth (a)
Net sales
$
4,517.5
(7)
%
Operating profit
1,725.8
108
%
38.2
%
Net earnings attributable to General Mills
1,204.2
108
%
Diluted earnings per share
$
2.22
116
%
Organic net sales growth rate (a)
(3)
%
Adjusted operating profit (a)
711.2
(18)
%
15.7
%
(18)
%
Adjusted diluted earnings per share (a)
$
0.86
(20)
%
(20)
%
(a) See the “Non-GAAP Measures” section below for our use of measures not defined by GAAP.
21
Consolidated
net sales
Quarter Ended
Aug. 24, 2025
Aug. 24, 2025 vs.
Aug. 25, 2024
Aug. 25, 2024
Net sales (in millions)
$
4,517.5
(7)
%
$
4,848.1
Contributions from volume growth (a)
(8)
pts
Net price realization and mix
1
pt
Foreign currency exchange
Flat
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
Net sales in the first quarter of fiscal 2026 decreased 7 percent compared to the same period in fiscal 2025, driven by a decrease in
contributions from volume growth, partially offset by favorable net price realization and mix, both of which include the net impact of
the Divestitures and Acquisition.
Components of organic net sales growth are shown in the following table:
Quarter Ended Aug. 24, 2025 vs.
Quarter Ended Aug. 25, 2024
Contributions from organic volume growth (a)
(1)
pt
Organic net price realization and mix
(2)
pts
Organic net sales growth
(3)
pts
Foreign currency exchange
Flat
Acquisition and divestitures
(4)
pts
Net sales growth
(7)
pts
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
Organic net sales decreased 3 percent in the first quarter of fiscal 2026 compared to the same period in fiscal 2025, driven by
unfavorable organic net price realization and mix and a decrease in contributions from organic volume growth.
Cost of sales
decreased $175 million to $2,985 million in the first quarter of fiscal 2026 compared to the same period in fiscal 2025.
The decrease was primarily driven by a $252 million decrease attributable to lower volume, partially offset by a $97 million increase
attributable to product rate and mix, both of which include the net impact of the Divestitures and Acquisition.
We
recorded an
$8 million net increase in cost of sales related to the mark-to-market valuation of certain commodity positions and grain inventories in
the first quarter of fiscal 202 6, compared to a $29 million net increase in the first quarter of fiscal 2025. We also recorded $2 million
of restructuring charges in cost of sales in the first quarter of fiscal 2026, compared to $1 million of restructuring charges in cost of
sales in the same period last year (please refer to Note 3 to the Consolidated Financial Statements in Part I, Item 1 of this report).
Selling, general, and administrative (SG&A) expenses
decreased $10 million to $845 million in the first quarter of fiscal 2026,
compared to the same period in fiscal 2025, primarily driven by lower media and advertising expenses and including the net impact of
the Divestitures and Acquisition, partially offset by transaction costs related to the sale of our United States yogurt business. SG&A
expenses as a percent of net sales in the first quarter of fiscal 2026 increased 110 basis points compared to the first quarter of fiscal
2025.
Divestitures gain
business (please refer to Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report).
Restructuring, transformation, impairment, and other exit costs
totaled $16 million in the first quarter of fiscal 2026, compared to
$2 million in the same period last year (please refer to Note 3 to the Consolidated Financial Statements in Part I, Item 1 of this report).
Benefit plan non-service income
totaled $15 million in the first quarter of fiscal 2026, compared to $14 million in the same period
last year, primarily driven by lower interest costs partially offset by lower expected return on plan assets.
Interest, net
for the first quarter of fiscal 2026 totaled $133 million, up $9 million from the first quarter of fiscal 2025, primarily
driven by higher average long-term debt levels.
22
The
effective tax rate
The 3.8 percentage point increase was primarily due to certain unfavorable tax components related to the sale of our United States
yogurt business, certain nonrecurring discrete tax benefits in fiscal 2025, and unfavorable earnings mix by jurisdiction in fiscal 2026.
Our effective tax rate excluding certain items affecting comparability was 24.1 percent in the first quarter of fiscal 2026, compared to
21.9 percent in the same period last year (see the “Non-GAAP Measures” section below for a description of our use of measures not
defined by GAAP). The 2.2 percentage point increase was primarily due to certain nonrecurring discrete tax benefits in fiscal 2025
and unfavorable earnings mix by jurisdiction in fiscal 2026.
The impacts of the One Big Beautiful Bill Act (OBBBA) are reflected in our results for the quarter ended August 24, 2025, and there
was no material impact to our income tax expense. As of the fiscal quarter ended August 24, 2025, we expect certain provisions of the
OBBBA will change the timing of cash tax payments in the current fiscal year and future periods. Please refer to Note 15 to the
Consolidated Financial Statements in Part I, Item 1 of this report for additional information.
After-tax earnings from joint ventures
decreased to $7 million compared to $19 million in the
same period in fiscal 2025, primarily driven by our share of asset impairment charges and transaction costs related to certain assets
held for sale at Cereal Partners Worldwide (CPW) in fiscal 2026. On a constant-currency basis, after-tax earnings from joint ventures
decreased 64 percent (see the “Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP).
The components of our joint ventures’ net sales growth are shown in the following table:
Quarter Ended Aug. 24, 2025 vs.
Quarter Ended Aug. 25, 2024
CPW
HDJ (a)
Total
Contributions from volume growth (b)
(5)
pts
2
pts
Net price realization and mix
3
pts
5
pts
Net sales growth in constant currency
(2)
pts
7
pts
(1)
pt
Foreign currency exchange
3
pts
5
pts
4
pts
Net sales growth
1
%
13
%
3
%
Note: Table may not foot due to rounding.
(a) Häagen-Dazs Japan, Inc. (HDJ).
(b) Measured in tons based on the stated weight of our product shipments.
Average diluted shares outstanding
decreased by 21 million in the first quarter of fiscal 2026 from the same period a year ago
primarily due to share repurchases.
SEGMENT OPERATING RESULTS
Our businesses are organized into four operating segments: North America Retail, International, North America Pet, and North
America Foodservice. Please refer to Note 16 to the Consolidated Financial Statements in Part I, Item 1 of this report for a description
of our operating segments.
North America Retail Segment Results
North America Retail net sales were as follows:
Quarter Ended
Aug. 24, 2025
Aug. 24, 2025 vs
Aug. 25, 2024
Aug. 25, 2024
Net sales (in millions)
$
2,625.5
(13)
%
$
3,016.6
Contributions from volume growth (a)
(16)
pts
Net price realization and mix
3
pts
Foreign currency exchange
Flat
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
North America Retail net sales decreased 13 percent in the first quarter of fiscal 2026 compared to the same period in fiscal 2025,
driven by a decrease in contributions from volume growth, partially offset by favorable net price realization and mix, both of which
include the impact from Divestitures.
23
The components of North America Retail organic net sales growth are shown in the following table:
Quarter Ended
Aug. 24, 2025
Contributions from organic volume growth (a)
(1)
pt
Organic net price realization and mix
(4)
pts
Organic net sales growth
(5)
pts
Foreign currency exchange
Flat
Divestitures (b)
(8)
pts
Net sales growth
(13)
pts
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
(b) Divestiture of the United States yogurt business in the first quarter of fiscal 2026 and the Canada yogurt business in the third
North America Retail organic net sales decreased 5 percent in the first quarter of fiscal 2026 compared to the same period in fiscal
2025, driven by unfavorable organic net price realization and mix and a decrease in contributions from organic volume growth.
North America Retail net sales percentage change by operating unit are shown in the following table:
Quarter Ended
Aug. 24, 2025
Big G Cereal & Canada (a)
(25)
%
U.S. Snacks
(8)
%
U.S. Meals & Baking Solutions
(3)
%
Total
(13)
%
(a) Upon completion of the United States yogurt business divestiture, the former U.S. Morning Foods and Canada operating units
were combined into a new Big G Cereal & Canada operating unit. Please refer to Note 16 to the Consolidated Financial
Statements in Part I, Item 1 of this report.
Segment operating profit decreased 24 percent to $564 million in the first quarter of fiscal 2026, including the impact from
Divestitures, compared to $746 million in the same period in fiscal 2025, primarily driven by a decrease in contributions from volume
growth. Segment operating profit decreased 24 percent on a constant-currency basis in the first quarter of fiscal 2026 compared to the
same period in fiscal 2025 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).
International Segment Results
International net sales were as follows:
Quarter Ended
Aug. 24, 2025
Aug. 24, 2025 vs
Aug. 25, 2024
Aug. 25, 2024
Net sales (in millions)
$
760.2
6
%
$
717.0
Contributions from volume growth (a)
(2)
pts
Net price realization and mix
6
pts
Foreign currency exchange
3
pts
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
International net sales increased 6 percent in the first quarter of fiscal 2026 compared to the same period in fiscal 2025, driven by
favorable net price realization and mix and favorable foreign currency exchange impacts, partially offset by a decrease in
contributions from volume growth.
24
The components of International organic net sales growth are shown in the following table:
Quarter Ended
Aug. 24, 2025
Contributions from organic volume growth (a)
(2)
pts
Organic net price realization and mix
6
pts
Organic net sales growth
4
pts
Foreign currency exchange
3
pts
Net sales growth
6
pts
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
International organic net sales increased 4 percent in the first quarter of fiscal 2026 compared to the same period in fiscal 2025, driven
by favorable organic net price realization and mix, partially offset by a decrease in contributions from organic volume growth.
Segment operating profit increased 214 percent to $66 million in the first quarter of fiscal 2026, compared to $21 million in the same
period in fiscal 2025, primarily driven by favorable net price realization and mix, partially offset by higher SG&A expenses. Segment
operating profit increased 196 percent on a constant-currency basis in the first quarter of fiscal 2026 compared to the same period in
fiscal 2025 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).
North America Pet Segment Results
North America Pet net sales were as follows:
Quarter Ended
Aug. 24, 2025
Aug. 24, 2025 vs
Aug. 25, 2024
Aug. 25, 2024
Net sales (in millions)
$
610.0
6
%
$
576.1
Contributions from volume growth (a)
1
pt
Net price realization and mix
5
pts
Foreign currency exchange
Flat
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
North America Pet net sales increased 6 percent in the first quarter of fiscal 2026 compared to the same period in fiscal 2025, driven
by favorable net price realization and mix and an increase in contributions from volume growth, both of which include the impact of
the Acquisition.
The components of North America Pet organic net sales growth are shown in the following table:
Quarter Ended
Aug. 24, 2025
Contributions from organic volume growth (a)
(4)
pts
Organic net price realization and mix
Flat
Organic net sales growth
(5)
pts
Foreign currency exchange
Flat
Acquisition (b)
11
pts
Net sales growth
6
pts
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
(b) Acquisition of Whitebridge Pet Brands business in fiscal 2025. Please refer to Note 2 to the Consolidated Financial Statements in
North America Pet organic net sales decreased 5 percent in the first quarter of fiscal 2026 compared to the same period in fiscal 2025,
driven by a decrease in contributions from organic volume growth.
25
Segment operating profit decreased 5 percent to $113 million in the first quarter of fiscal 2026, including the impact of the
Acquisition, compared to $119 million in the same period in fiscal 2025, primarily driven by higher input costs and higher SG&A
expenses, partially offset by favorable net price realization and mix. Segment operating profit decreased 5 percent on a constant-
currency basis in the first quarter of fiscal 2026 compared to the same period in fiscal 2025 (see the “Non-GAAP Measures” section
below for our use of this measure not defined by GAAP).
North America Foodservice Segment Results
North America Foodservice net sales were as follows:
Quarter Ended
Aug. 24, 2025
Aug. 24, 2025 vs
Aug. 25, 2024
Aug. 25, 2024
Net sales (in millions)
$
516.7
(4)
%
$
536.2
Contributions from volume growth (a)
(2)
pts
Net price realization and mix
(2)
pts
Foreign currency exchange
Flat
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
North America Foodservice net sales decreased 4 percent in the first quarter of fiscal 2026 compared to the same period in fiscal 2025,
driven by a decrease in contributions from volume growth and unfavorable net price realization and mix, both of which include the
impact from Divestitures.
The components of North America Foodservice organic net sales growth are shown in the following table:
Quarter Ended
Aug. 24, 2025
Contributions from organic volume growth (a)
1
pt
Organic net price realization and mix
Flat
Organic net sales growth
1
pt
Foreign currency exchange
Flat
Divestitures (b)
(5)
pts
Net sales growth
(4)
pts
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
(b) Divestiture of the United States yogurt business in the first quarter of fiscal 2026 and the Canada yogurt business in the third
North America Foodservice organic net sales increased 1 percent in the first quarter of fiscal 2026 compared to the same period in
fiscal 2025, driven by an increase in contributions from organic volume growth.
Segment operating profit decreased 1 percent to $71 million in the first quarter of fiscal 2026, including the impact from Divestitures,
compared to $72 million in the same period in fiscal 2025. Segment operating profit decreased 1 percent on a constant-currency basis
in the first quarter of fiscal 2026 compared to the same period in fiscal 2025 (see the “Non-GAAP Measures” section below for our
use of this measure not defined by GAAP).
UNALLOCATED CORPORATE ITEMS
Unallocated corporate expenses totaled $126 million in the first quarter of fiscal 2026, compared to $124 million in the same period in
fiscal 2025. In the first quarter of fiscal 2026, we recorded $12 million of transaction costs related to the sale of our United States
yogurt business. We recorded $2 million of restructuring charges in cost of sales in the first quarter of fiscal 2026, compared to $1
million of restructuring charges in cost of sales in the same period last year. In the first quarter of fiscal 2026, we recorded an $8
million net increase in expense related to the mark-to-market valuation of certain commodity positions and grain inventories,
compared to a $29 million net increase in expense in the same period last year. In addition, we recorded $1 million of integration costs
in the first quarter of fiscal 2026 primarily related to the Acquisition, compared to $2 million of integration costs during the same
period last year related to the acquisition of a pet food business in Europe.
26
LIQUIDITY AND CAPITAL RESOURCES
During the first quarter of fiscal 2026, cash provided by operations was $397 million compared to $624 million in the same period last
year. The $227 million decrease was primarily driven by a $434 million decrease in net earnings excluding the pretax gain on
Divestitures, partially offset by a $166 million change in current assets and liabilities. The $166 million change in current assets and
liabilities was primarily driven by a $259 million change in other current liabilities largely driven by higher accrued federal income
taxes payable in fiscal 2026, which includes the tax expense of $277 million to be paid associated with the Divestitures .
Cash provided by investing activities during the first quarter of fiscal 2026 was $1,695 million compared to cash used by investing
activities of $148 million for the same period in fiscal 2025. In the first quarter of fiscal 2026, we completed the sale of our United
States yogurt business for $1,798 million cash. We also received an additional $6 million of cash related to a sale price adjustment
related to the sale of our Canada yogurt business. In addition, during the first quarter of fiscal 2026, we spent $110 million on
purchases of land, buildings, and equipment, compared to $140 million in the same period last year.
Cash used by financing activities during the first quarter of fiscal 2026 was $1,507 million compared to $429 million in the same
period in fiscal 2025. We paid $500 million for purchases of common stock for treasury in the first quarter of fiscal 2026, compared to
$300 million in the same period in fiscal 2025. We had $655 million of net debt payments in the first quarter of fiscal 2026, compared
to $238 million of net debt issuances in the same period a year ago. In addition, we paid $331 million of dividends in the first quarter
of fiscal 2026, compared to $338 million in the same period last year.
As of August 24, 2025, we had $484 million of cash and cash equivalents in foreign jurisdictions. In anticipation of repatriating funds
from foreign jurisdictions, we record local country withholding taxes on our international earnings, as applicable. We may repatriate
our cash and cash equivalents held by our foreign subsidiaries without such funds being subject to further U.S. income tax
liability. Earnings prior to fiscal 2018 from our foreign subsidiaries remain permanently reinvested in those jurisdictions.
The following table details the fee-paid committed and uncommitted credit lines we had available as of August 24, 2025:
In Millions
Borrowing
Capacity
Borrowed
Amount
Committed credit facility expiring October 2029
$
2,700.0
$
-
Uncommitted credit facilities and lines of credit
774.8
22.1
Total
$
3,474.8
$
22.1
To ensure availability of funds, we maintain bank credit lines and have commercial paper programs available to us in the United States
and Europe.
Certain of our long-term debt agreements and our credit facilities contain restrictive covenants. As of August 24, 2025, we were in
compliance with all of these covenants.
We have $2,166 million of long-term debt maturing in the next 12 months that is classified as current, including €500 million of 0.125
percent fixed-rate notes due November 15, 2025, €600 million of 0.45 percent fixed-rate notes due January 15, 2026, €250 million of
floating-rate notes due April 22, 2026, and €500 million of floating-rate notes redeemable April 22, 2026. We believe that cash flows
from operations, together with available short- and long-term debt financing, will be adequate to meet our liquidity and capital needs
for at least the next 12 months.
CRITICAL ACCOUNTING ESTIMATES
Our significant accounting policies are described in Note 2 to the Consolidated Financial Statements included in our Annual Report on
Form 10-K for the fiscal year ended May 25, 2025. The accounting policies used in preparing our interim fiscal 2026 Consolidated
Financial Statements are the same as those described in our Form 10-K. Please refer to Note 1 to the Consolidated Financial
Statements in Part I, Item 1 of this report for additional information.
Our critical accounting estimates are those that have meaningful impact on the reporting of our financial condition and results of
operations. These estimates include our accounting for revenue recognition, valuation of long-lived assets, intangible assets, income
taxes, and defined benefit pension, other postretirement benefit, and postemployment benefit plans. The assumptions and
methodologies used in the determination of those estimates as of August 24, 2025, are the same as those described in our Annual
Report on Form 10-K for the fiscal year ended May 25, 2025.
27
Our annual goodwill and indefinite-lived intangible assets impairment test was performed on the first day of the second quarter of
fiscal 2025, and we determined there was no impairment of our intangible assets as their related fair values were substantially in
excess of the carrying values, except for the
Uncle Toby’s
our fiscal 2025 assessment date, the
Progresso
,
Nudges, True Chews,
and
coverage. We will continue to monitor these businesses for potential impairment.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In November 2024, the Financial Accounting Standards Board (FASB ) issued Accounting Standards Update (ASU) 2024-03 requiring
additional income statement disclosures. The ASU requires the disaggregation of specific categories of expenses underlying the line
items presented on the income statement. Additionally, the ASU requires enhanced disclosure of selling expenses. The requirements
of the ASU are effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after
December 15, 2027. For us, annual reporting requirements will be effective for our fiscal 2028 Form 10-K and interim reporting
requirements will be effective beginning with our first quarter of fiscal 2029. Early adoption is permitted and the amendments should
be applied on a prospective basis. Retrospective application is permitted. We are in the process of analyzing the impact of the ASU on
our related disclosures.
In December 2023, the FASB issued ASU 2023-09 requiring enhanced income tax disclosures. The ASU requires disclosure of
specific categories and disaggregation of information in the rate reconciliation table. The ASU also requires disclosure of
disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or
benefit, and income tax expense or benefit from continuing operations. The requirements of the ASU are effective for annual periods
beginning after December 15, 2024, which for us is fiscal 2026. Early adoption is permitted and the amendments should be applied on
a prospective basis. Retrospective application is permitted. We are in the process of analyzing the impact of the ASU on our related
disclosures.
NON-GAAP MEASURES
We have included in this report measures of financial performance that are not defined by GAAP. We believe that these measures
provide useful information to investors, and include these measures in other communications to investors.
For each of these non-GAAP financial measures, we are providing below a reconciliation of the differences between the non-GAAP
measure and the most directly comparable GAAP measure, an explanation of why we believe the non-GAAP measure provides useful
information to investors, and any additional material purposes for which our management or Board of Directors uses the non-GAAP
measure. These non-GAAP measures should be viewed in addition to, and not in lieu of, the comparable GAAP measure.
Significant Items Impacting Comparability
Several measures below are presented on an adjusted basis. The adjustments are either items resulting from infrequently occurring
events or items that, in management’s judgment, significantly affect the year-to-year assessment of operating results.
The following are descriptions of significant items impacting comparability of our results.
Divestitures gain
Divestitures gain recorded in fiscal 2026 related to the sale of our United States yogurt business in fiscal 2026 and Canada yogurt
business in fiscal 2025. Please refer to Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report.
Restructuring and transformation charges
Restructuring and transformation charges related to previously announced actions recorded in fiscal 2026 and fiscal 2025. Please refer
to Note 3 to the Consolidated Financial Statements in Part I, Item 1 of this report.
CPW asset impairments and transaction costs
CPW asset impairment charges and transaction costs related to certain assets held for sale recorded in fiscal 2026.
Transaction costs
Fiscal 2026 transaction costs related to the sale of our United States yogurt business. Please refer to Note 2 to the Consolidated
Financial Statements in Part I, Item 1 of this report.
Mark-to-market effects
Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items. Please refer to Note 6 to the
Consolidated Financial Statements in Part I, Item 1 of this report.
28
Acquisition integration costs
Integration costs related to the Whitebridge Pet Brands acquisition in fiscal 2025 and the acquisition of a pet food business in Europe
in fiscal 2024 recorded in fiscal 2026 and fiscal 2025. Please refer to Note 2 to the Consolidated Financial Statements in Part I, Item 1
of this report.
Investment activity, net
Valuation adjustments of certain corporate investments in fiscal 2026 and fiscal 2025.
Project-related costs
Restructuring initiative project-related costs related to previously announced restructuring actions recorded in fiscal 2025.
Organic Net Sales Growth Rates
We provide organic net sales growth rates for our consolidated net sales and segment net sales. This measure is used in reporting to
our Board of Directors and executive management and as a component of the measurement of our performance for incentive
compensation purposes. We believe that organic net sales growth rates provide useful information to investors because they provide
transparency to underlying performance in our net sales by excluding the effect that foreign currency exchange rate fluctuations,
acquisitions, divestitures, and a 53
rd
reported net sales growth rates, the relevant GAAP measures, are included in our Consolidated Results of Operations and Results of
Segment Operations discussions in the MD&A above.
Adjusted Operating Profit as a Percent of Net Sales (Adjusted Operating Profit Margin)
We believe this measure provides useful information to investors because it is important for assessing our operating profit margin on a
comparable basis.
Our adjusted operating profit margins are calculated as follows:
Quarter Ended
Aug. 24, 2025
Aug. 25, 2024
In Millions
Value
Percent of
Net Sales
Value
Percent of
Net Sales
Operating profit as reported
$
1,725.8
38.2
%
$
831.5
17.2
%
Divestitures gain
(1,054.4)
(23.3)
%
-
-
%
Restructuring and transformation charges
18.3
0.4
%
2.9
0.1
%
Transaction costs
11.8
0.3
%
-
-
%
Mark-to-market effects
8.5
0.2
%
28.8
0.6
%
Acquisition integration costs
1.4
-
%
1.6
-
%
Investment activity, net
(0.2)
-
%
0.4
-
%
Project-related costs
-
-
%
0.1
-
%
Adjusted operating profit
$
711.2
15.7
%
$
865.3
17.8
%
Note: Table may not foot due to rounding.
For more information on the reconciling items, see the Significant Items Impacting Comparability section above.
29
Adjusted Operating Profit and Related Constant-currency Growth Rate
This measure is used in reporting to our Board of Directors and executive management and as a component of the measurement of our
performance for incentive compensation purposes. We believe that this measure provides useful information to investors because it is
the operating profit measure we use to evaluate operating profit performance on a comparable year-to-year basis. Additionally, the
measure is evaluated on a constant-currency basis by excluding the effect that foreign currency exchange rate fluctuations have on
year-to-year comparability given the volatility in foreign currency exchange rates.
Our adjusted operating profit growth on a constant-currency basis is calculated as follows:
Quarter Ended
Aug. 24, 2025
Aug. 25, 2024
Change
Operating profit as reported
$
1,725.8
$
831.5
108
%
Divestitures gain
(1,054.4)
-
Restructuring and transformation charges
18.3
2.9
Transaction costs
11.8
-
Mark-to-market effects
8.5
28.8
Acquisition integration costs
1.4
1.6
Investment activity, net
(0.2)
0.4
Project-related costs
-
0.1
Adjusted operating profit
$
711.2
$
865.3
(18)
%
Foreign currency exchange impact
Flat
Adjusted operating profit growth, on a constant-currency basis
(18)
%
Note: Table may not foot due to rounding.
For more information on the reconciling items, see the Significant Items Impacting Comparability section above.
Adjusted Diluted EPS and Related Constant-currency Growth Rate
This measure is used in reporting to our Board of Directors and executive management. We believe that this measure provides useful
information to investors because it is the profitability measure we use to evaluate earnings performance on a comparable year-to-year
basis.
The reconciliation of our GAAP measure, diluted EPS, to adjusted diluted EPS and the related constant-currency growth rates follows:
Quarter Ended
Per Share Data
Aug. 24, 2025
Aug. 25, 2024
Change
Diluted earnings per share, as reported
$
2.22
$
1.03
116
%
Divestitures gain
(1.43)
-
Restructuring and transformation charges
0.03
-
CPW asset impairments and transaction costs
0.02
-
Transaction costs
0.02
-
Mark-to-market effects
0.01
0.04
Adjusted diluted earnings per share
$
0.86
$
1.07
(20)
%
Foreign currency exchange impact
Flat
Adjusted diluted earnings per share growth, on a constant-currency basis
(20)
%
Note: Table may not foot due to rounding.
For more information on the reconciling items, see the Significant Items Impacting Comparability section above.
See our reconciliation below of the effective income tax rate as reported to the adjusted effective income tax rate for the tax impact of
each item affecting comparability.
30
Constant-currency After-tax Earnings from Joint Ventures Growth Rates
We believe that this measure provides useful information to investors because it provides transparency to underlying performance of
our joint ventures by excluding the effect that foreign currency exchange rate fluctuations have on year-to-year comparability given
volatility in foreign currency exchange markets.
After-tax earnings from joint ventures growth rates on a constant-currency basis are calculated as follows:
Percentage Change in
After-Tax Earnings from Joint
Ventures as Reported
Impact of Foreign
Currency
Exchange
Percentage Change in After-Tax
Earnings from Joint Ventures
on Constant-Currency Basis
Quarter Ended Aug. 24, 2025
(65)
%
Flat
(64)
%
Note: Table may not foot due to rounding.
Constant-currency Segment Operating Profit Growth Rates
We believe that this measure provides useful information to investors because it provides transparency to underlying performance of
our segments by excluding the effect that foreign currency exchange rate fluctuations have on year-to-year comparability given
volatility in foreign currency exchange markets.
Our segments’ operating profit growth rates on a constant-currency basis are calculated as follows:
Quarter Ended Aug. 24, 2025
Percentage Change in
Operating Profit
as Reported
Impact of Foreign
Currency
Exchange
Percentage Change in Operating
Profit on Constant-Currency
Basis
North America Retail
(24)
%
Flat
(24)
%
International
214
%
19
pts
196
%
North America Pet
(5)
%
Flat
(5)
%
North America Foodservice
(1)
%
Flat
(1)
%
Note: Table may not foot due to rounding.
31
Adjusted Effective Income Tax Rates
We believe this measure provides useful information to investors because it presents the adjusted effective income tax rate on a
comparable year-to-year basis.
Adjusted effective income tax rates are calculated as follows:
Quarter Ended
Aug. 24, 2025
Aug. 25, 2024
In Millions
(Except Per Share Data)
Pretax
Earnings
(a)
Income
Taxes
Pretax
Earnings
(a)
Income
Taxes
As reported
$
1,608.1
$
410.9
$
721.8
$
157.4
Divestitures gain
(1,054.4)
(276.9)
-
-
Restructuring and transformation charges
18.3
4.3
2.9
0.7
Transaction costs
11.8
2.7
-
-
Mark-to-market effects
8.5
2.0
28.8
6.6
Acquisition integration costs
1.4
0.3
1.6
0.4
Investment activity, net
(0.2)
(0.1)
0.4
0.1
Project-related costs
-
-
0.1
-
As adjusted
$
593.5
$
143.2
$
755.6
$
165.3
Effective tax rate:
As reported
25.6%
21.8%
As adjusted
24.1%
21.9%
Sum of adjustments to income taxes
$
(267.7)
$
7.8
Average number of common shares - diluted EPS
542.5
563.8
Impact of income tax adjustments on adjusted diluted EPS
$
0.49
$
(0.01)
Note: Table may not foot due to rounding.
(a)
Earnings before income taxes and after-tax earnings from joint ventures.
For more information on the reconciling items, see the Significant Items Impacting Comparability section above.
32
Glossary
AOCI
. Accumulated other comprehensive income (loss).
Adjusted diluted EPS.
Adjusted operating profit.
Adjusted operating profit margin.
Operating profit adjusted for certain items affecting year-over-year comparability, divided by net
sales.
Constant currency.
rates in effect for the comparable prior-year period. To present this information, current period results for entities reporting in
currencies other than United States dollars are translated into United States dollars at the average exchange rates in effect during the
corresponding period of the prior fiscal year, rather than the actual average exchange rates in effect during the current fiscal year.
Therefore, the foreign currency impact is equal to current year results in local currencies multiplied by the change in the average
foreign currency exchange rate between the current fiscal period and the corresponding period of the prior fiscal year.
Derivatives.
Financial instruments such as futures, swaps, options, and forward contracts that we use to manage our risk arising from
changes in commodity prices, interest rates, foreign exchange rates, and stock prices.
Fair value hierarchy.
For purposes of fair value measurement, we categorize assets and liabilities into one of three levels based on
the assumptions (inputs) used in valuing the asset or liability. Level 1 provides the most reliable measure of fair value, while Level 3
generally requires significant management judgment. The three levels are defined as follows:
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2: Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in
active markets or quoted prices for identical assets or liabilities in inactive markets.
Level 3: Unobservable inputs reflecting management’s assumptions about the inputs used in pricing the asset or liability.
Free cash flow.
Generally Accepted Accounting Principles (GAAP).
Guidelines, procedures, and practices that we are required to use in recording
and reporting accounting information in our financial statements.
Goodwill.
The difference between the purchase price of acquired companies plus the fair value of any noncontrolling and redeemable
interests and the related fair values of net assets acquired.
Gross margin.
Hedge accounting.
Accounting for qualifying hedges that allows changes in a hedging instrument’s fair value to offset corresponding
changes in the hedged item in the same reporting period. Hedge accounting is permitted for certain hedging instruments and hedged
items only if the hedging relationship is highly effective, and only prospectively from the date a hedging relationship is formally
documented.
Holistic Margin Management (HMM).
to offset input cost inflation, protect margins, and generate funds to reinvest in sales-generating activities.
Mark-to-market.
The act of determining a value for financial instruments, commodity contracts, and related assets or liabilities based
on the current market price for that item.
Net mark-to-market valuation of certain commodity positions.
Realized and unrealized gains and losses on derivative contracts
that will be allocated to segment operating profit when the exposure we are hedging affects earnings.
Net price realization.
The impact of list and promoted price changes, net of trade and other price promotion costs.
Noncontrolling interests.
Interests of subsidiaries held by third parties.
33
Notional amount.
The amount of a position or an agreed upon amount in a derivative contract on which the value of financial
instruments are calculated.
OCI.
Other Comprehensive Income (Loss).
Organic net sales growth
. Net sales growth adjusted for foreign currency translation, acquisitions, divestitures and a 53
rd
when applicable.
Project-related costs.
Costs incurred related to our restructuring initiatives not included in restructuring charges.
Reporting unit
. An operating segment or a business one level below an operating segment.
SOFR.
Strategic Revenue Management (SRM).
realization and mix by identifying and executing against specific opportunities to apply tools including pricing, sizing, mix
management, and promotion optimization across each of our businesses.
Supply chain input costs.
management, logistics, and warehousing.
Translation adjustments.
The impact of the conversion of our foreign affiliates’ financial statements to United States dollars for the
purpose of consolidating our financial statements.
34
CAUTIONARY STATEMENT RELEVANT TO FORWARD -LOOKING INFORMATION FOR THE PURPOSE OF “SAFE
HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This report contains or incorporates by reference forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995 that are based on our current expectations and assumptions. We also may make written or oral forward-looking
statements, including statements contained in our filings with the Securities and Exchange Commission and in our reports to
stockholders.
The words or phrases “will likely result,” “are expected to,” “may continue,” “is anticipated,” “estimate,” “plan,” “project,” or similar
expressions identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and
those currently anticipated or projected. We caution you not to place undue reliance on any such forward-looking statements.
In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we are identifying important
factors that could affect our financial performance and could cause our actual results in future periods to differ materially from any
current opinions or statements.
Our future results could be affected by a variety of factors, such as: imposed and threatened tariffs by the United States and its trading
partners; disruptions or inefficiencies in the supply chain; competitive dynamics in the consumer foods industry and the markets for
our products, including new product introductions, advertising activities, pricing actions, and promotional activities of our
competitors; economic conditions, including changes in inflation rates, interest rates, tax rates, tariffs, or the availability of capital;
product development and innovation; consumer acceptance of new products and product improvements; consumer reaction to pricing
actions and changes in promotion levels; acquisitions or dispositions of businesses or assets; changes in capital structure; changes in
the legal and regulatory environment, including tax legislation, labeling and advertising regulations, and litigation; impairments in the
carrying value of goodwill, other intangible assets, or other long -lived assets, or changes in the useful lives of other intangible assets;
changes in accounting standards and the impact of critical accounting estimates; product quality and safety issues, including recalls
and product liability; changes in consumer demand for our products; effectiveness of advertising, marketing, and promotional
programs; changes in consumer behavior, trends, and preferences, including weight loss trends; consumer perception of health-related
issues, including obesity; consolidation in the retail environment; changes in purchasing and inventory levels of significant customers;
fluctuations in the cost and availability of supply chain resources, including raw materials, packaging, energy, and transportation;
effectiveness of restructuring, transformation, and cost saving initiatives; volatility in the market value of derivatives used to manage
price risk for certain commodities; benefit plan expenses due to changes in plan asset values and discount rates used to determine plan
liabilities; failure or breach of our information technology systems; foreign economic conditions, including currency rate fluctuations;
and political unrest in foreign markets and economic uncertainty due to terrorism or war.
You should also consider the risk factors that we identify in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year
ended May 25, 2025, which could also affect our future results.
We undertake no obligation to publicly revise any forward-looking statements to reflect events or circumstances after the date of those
statements or to reflect the occurrence of anticipated or unanticipated events.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The estimated maximum potential value-at-risk arising from a one-day loss in fair value for our interest rate, foreign exchange,
commodity, and equity market-risk-sensitive instruments outstanding as of August 24, 2025, was as follows:
In Millions
One-day Risk
of Loss
Change During
Quarter Ended
Aug. 24, 2025
Analysis of Change
Interest rate instruments
$
41
$
(5)
Decrease in interest rate volatility
Foreign currency instruments
54
3
Immaterial
Commodity instruments
2
(1)
Immaterial
Equity instruments
3
-
Immaterial
For additional information, see Item 7A of Part II of our Annual Report on Form 10-K for the fiscal year ended May 25, 2025.
35
Item 4. Controls and Procedures.
We, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial
Officer, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule
13a-15(e) under the Securities Exchange Act of 1934). Based on our evaluation, our Chief Executive Officer and Chief Financial
Officer have concluded that, as of August 24, 2025, our disclosure controls and procedures were effective to ensure that information
required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is (1) recorded, processed,
summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (2)
accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, in a manner
that allows timely decisions regarding required disclosure.
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act
of 1934) during the quarter ended August 24, 2025, that materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The following table sets forth information with respect to shares of our common stock that we purchased during the quarter ended
August 24, 2025:
Period
Total Number
of Shares
Purchased (a)
Average
Price Paid
Per Share (b)
Total Number of Shares
Purchased as Part of a Publicly
Announced Program (c)
Maximum Number of Shares
that may yet be Purchased
Under the Program (c)
May 26, 2025 -
June 29, 2025
-
$
-
-
36,918,163
June 30, 2025 -
July 27, 2025 (d)
7,520,212
49.92
7,520,212
29,397,951
July 28, 2025 -
August 24, 2025 (d)
1,199,631
50.41
1,199,631
28,198,320
Total
8,719,843
$
49.99
8,719,843
28,198,320
(a) The total number of shares purchased includes shares of common stock withheld for the payment of withholding taxes upon the distribution of
deferred option units.
(b) Excludes commissions paid and other costs of execution, including excise taxes.
(c) On June 27, 2022, our Board of Directors approved an authorization for the repurchase of up to 100,000,000 shares of our common stock and
terminated the prior authorization. Purchases can be made in the open market or in privately negotiated transactions, including the use of call
options and other derivative instruments, Rule 10b5-1 trading plans, and accelerated repurchase programs. The Board did not specify an
expiration date for the authorization.
(d) In the first quarter of fiscal 2026, we entered into two accelerated share repurchase (ASR) agreements with an unrelated third-party financial
institution to repurchase an aggregate of $500.0 million of our shares. We paid an aggregate of $500.0 million and received an initial delivery of
7.5 million shares of our common stock based on the closing share price of our common stock on July 1, 2025. The value of the initial shares
delivered under the ASR agreements represented 80 percent of the aggregate purchase price, with a fair value of $400.0 million. The first ASR
agreement was settled on August 4, 2025, with a final delivery of 1.2 million additional shares. The final average purchase price for the first
ASR agreement was $50.41 per share, not including costs of execution or excise tax. The final settlement of the second ASR agreement
occurred on August 29, 2025, during the second quarter of fiscal 2026, with a final delivery of 1.3 million additional shares. The final average
purchase price for the second ASR agreement was $49.45 per share, not including costs of execution or excise tax.
Item 5. Other Information.
During the fiscal quarter ended August 24, 2025, no director or officer of the Company
arrangement” or “
36
PART II. OTHER INFORMATION
Item 6.
Exhibits.
Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended August 24,
2025, formatted in Inline Extensible Business Reporting Language: (i) Consolidated Statements of Earnings; (ii)
Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets; (iv) Consolidated
Statements of Total Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial
Statements.
Cover Page, formatted in Inline Extensible Business Reporting Language and contained in Exhibit 101.
37
SIGNATURES
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 thereunto duly authorized.
GENERAL MILLS, INC.
(Registrant)
Date: September 17, 2025
/s/ Mark A. Pallot
Mark A. Pallot
Vice President, Chief Accounting Officer
(Principal Accounting Officer and Duly Authorized Officer)
1
Exhibit 10.1
GENERAL MILLS, INC.
PERFORMANCE STOCK UNIT AWARD AGREEMENT
GRANT DATE:
PARTICIPANT:
[Officer]
PERNR:
TARGET NUMBER OF UNITS SUBJECT TO
AWARD:
PERFORMANCE PERIOD:
EXPIRATION DATE OF RESTRICTED
PERIOD:
This Award is
made under the General Mills, Inc.
2022 Stock Compensation Plan (the "Plan"),
and is subject to the
terms and
conditions contained in
the Plan document
and this Performance
Stock Unit Award Agreement
(“Agreement”). The Participant: (i) acknowledges
receipt of a copy of the Plan and Plan prospectus, (ii) represents that
the Participant has
carefully read and is familiar with the
provisions of this Agreement and the Plan,
and (iii) hereby
accepts the
Performance Stock Units subject to all of the terms and conditions set
forth herein, and in the Plan. If the
Participant does not wish
to receive the Performance Stock Units
and/or does not consent and agree
to the terms and
conditions
on which the Performance Stock
Units are offered, as
set forth in
this Agreement and the
Plan, then the
Participant must reject this Award via the
website of the Company’s designated broker, no later than 60 days following
the Grant
Date. If the Participant rejects this
Award, this Award will immediately be
forfeited and cancelled. The
Participant’s failure
to reject this Award within
this 60 day period will constitute
the Participant’s acceptance of this
Award and all terms and conditions of this
Award, as set forth in this Agreement and the Plan.
THIS AWARD,
dated on the above
Grant Date, is
made by General Mills,
Inc., (the "Company"),
and made to the
person
named above (the "Participant" or referred to as
“I”, “you”, or “my”) (“Award”).
1.
Award
of Units.
0.10 per share (“Stock”). The
units granted pursuant to this Agreement are referred to as the
“Performance Stock Units”. The
number of Performance Stock
Units earned by the Participant for the Performance Period will be
determined at the end of the
Performance
Period based on the level of
achievement against the Performance Measures and
conditions in accordance with
Attachment A. The number of shares
of Stock the Participant is paid is dependent on the number
of Performance Stock Units
earned and satisfactory completion of
the service requirements described herein. Whether, and the extent to which Performance
Measures have been satisfied at the end of the Performance Period shall be certified by the Compensation & Talent Committee
before any payment is made,
and all such determinations shall be made by the
Compensation & Talent Committee in its sole
discretion. For each
Performance Stock Unit earned and vested,
if any, at the Expiration
Date of the Restricted Period, one
share of the Company’s Stock shall be issued to the
Participant on the Expiration Date of the Restricted Period, subject to any
additional restrictions or
holding requirements in Attachment A. Except
as otherwise defined herein, capitalized terms shall
have the same meanings ascribed to them under the Plan.
2.
Vesting
of Performance Stock Units; Forfeiture of Performance Stock Units.
(a)
Vesting
Schedule
. The
Performance Stock Units shall vest on the Expiration Date
of the Restricted Period set forth
above (“Vesting Date”) subject to the terms of this Agreement and
the Plan.
(b)
Forfeiture
of Performance Stock
Units
. The Participant
acknowledges that the Performance Stock Units awarded
hereunder are subject to
forfeiture if the Participant’s employment with the
Company or any subsidiary or affiliated
companies terminates under certain circumstances before the Vesting Date, as
herein provided.
(i)
Resignation
or Termination for
Cause.
or affiliated companies is
terminated by either (i) resignation, or (ii) a
discharge due to Participant’s illegal
activities, poor work
performance, misconduct or violation of
the Company’s Code of Conduct, policies or
2
practices, then these
Performance Stock Units, to the extent they are
not fully vested as of the Termination
Date, shall
for no consideration
be cancelled and
forfeited in their
entirety. For the
avoidance of doubt,
“Termination Date” for purposes of this Award will be deemed to occur
as of the date Participant is no longer
actively providing
services as an
employee, unless otherwise
determined by the
Company in its sole
discretion, and
no vesting shall continue during
any notice period that may be
specified under contract or
applicable law with
respect to such termination, including
any “garden leave” or
similar period, except as
may otherwise be permitted in the Company’s sole discretion.
(ii)
Involuntary
Termination.
companies
terminates involuntarily at the initiation of
the Company for any reason other
than specified in
Plan Section
11 (Change in Control), or
(i), (iv) or (v) in
this section 2, and upon
the execution (without
revoking) of an effective general legal release and such other documents as are
satisfactory to the Company,
the unvested Restricted Stock Units that are in
the tranche with a Scheduled Vesting Date within 12 months
of the
Termination Date shall
vest, in an amount
equal to the
pro-rata amount based
on employment
completed
during the relevant 12 month tranche
vesting period. All other unvested Restricted
Stock Units
shall be forfeited as
of the Termination Date. All Restricted Stock Units that vest
under this paragraph shall
be paid on the respective Scheduled
Vesting Date otherwise applicable to such tranche.
(iii)
Death.
the Performance Period, this Award shall fully vest and shall be considered to be
earned in full “at target” as
if the applicable
Performance Measures established in Attachment A have been achieved
at target, and settled
and paid on the first day of the month following death
to the designated beneficiary or beneficiaries.
(iv)
Retirement
. If the termination
of employment is due to the
Participant’s retirement on or after age
55 and
completion of
at least five (5) years of service with the Company or
any subsidiary or affiliated companies,
then if
such retirement occurs
before the
end of the
Company’s fiscal year
within which this Award was
granted, it shall vest in a pro-rata amount based on
actual employment completed during said fiscal year. But
if such retirement
occurs after the end of the
fiscal year in which it is
awarded, then it shall
vest fully. In
either
case, vested Performance Stock Units shall be settled and paid on the Expiration Date of the Restricted
Period (subject to any additional restrictions or holding requirements in
Attachment A), with a value, if any,
that otherwise
would be earned
under the applicable
Performance Measures established
in Attachment A
based on actual performance. Notwithstanding the above,
the terms of this paragraph (iv) shall not apply to
a Participant who, prior to a Change of Control, is terminated for cause
as described in (b)(i); said Participant
shall be treated as provided in
paragraph (b)(i).
(v)
Spin-offs
and Other
Divestitures.
transfer, or
spin-off of a line
of business or
other activity of
the Company, the
Committee, in its sole
discretion, shall determine the conversion, vesting, or other treatment of
these Awards. Such treatment shall
be consistent with
Code Section 409A, and in particular
will take into account whether a
separation from
service has occurred within the meaning of Code Section 409A.
3.
Dividend
Equivalents.
payable on the
Company’s Stock on or after the Grant Date of
this Award until the Award is settled
and/or forfeited shall be
credited notionally to
the Participant in an
amount equal to
such declared dividends or
other distributions on an equivalent
number of shares of Stock (“Dividend Equivalents”). Dividend
Equivalents so credited shall be paid if, and only to the extent,
the underlying Performance
Stock Units to which they relate become unrestricted and vest, as provided
under the terms of the
Plan
and this Agreement. Dividend Equivalents
credited in respect to Performance Stock
Units that are forfeited under the
terms of the Plan and this document, are correspondingly forfeited. No interest
or other earnings shall be credited on Dividend
Equivalents. Vested
Dividend Equivalents shall be paid in cash at the same time as the underlying Performance Stock Units to
which they relate are settled.
4.
Settlement
of Performance Stock Units.
as administratively practicable but in no
event later than 30 days after the vesting date, except where such settlement following
a Section
409A Separation from Service requires a
six-month delay. The Company will provide for
settlement in the form of
shares of Stock. At the Company’s discretion, additional restrictions or
holding requirements may be imposed on settled Units
and dividend equivalents, if
any.
3
5.
Non-Transferability
. The
Performance Stock Units
may not be sold,
assigned, pledged, exchanged, hypothecated,
encumbered, disposed of, or otherwise transferred, unless otherwise provided in the
Plan or this Agreement. Upon any attempt
to transfer, assign, pledge,
hypothecate or otherwise dispose of the Performance Stock Units
or of such rights contrary to the
provisions hereof or in the Plan, the Performance Stock Units and such rights shall
immediately become null and void.
6.
Withholding
of Tax.
subsidiary or affiliated company that
employs the Participant (the “Employer”), the ultimate liability for all income tax, social
contributions, payroll
tax, fringe benefits tax, payment on
account, hypothetical tax or other
tax-related items related to the
Participant’s participation in the Plan
and legally applicable to the Participant or deemed by the Company or
the Employer in
their discretion to be an appropriate charge to the Participant
even if legally applicable to the Company or the Employer (“Tax-
Related
Items”), is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company
or the
Employer, if any.
The Participant further
acknowledges that the
Company and/or the
Employer (a) make no
representations or
undertakings regarding the
treatment of any
Tax-Related Items in
connection with any
aspect of the
Performance Stock
Units, including, but
not limited to,
the grant, vesting,
the subsequent sale
of shares of Stock
acquired
pursuant to such vesting and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure
the
terms of the grant or any aspect
of the Performance Stock Units to reduce or eliminate
the Participant’s liability for Tax-Related
Items or achieve
any particular tax result. Further, if the Participant is subject
to Tax-Related Items in more than one jurisdiction
between the
Grant Date and the
date of any
relevant taxable or
tax withholding event,
as applicable, the Participant
acknowledges that
the Company and/or the
Employer (or former
employer, as applicable)
may be required to
withhold or
account for
Tax -Related Items in more than one jurisdiction.
Prior to
the relevant taxable
or tax withholding event,
as applicable, the Participant agrees
to make adequate arrangements
satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, unless otherwise approved by
the Committee, the Company shall satisfy the obligations
with regard to all Tax -Related Items by one or a combination of the
following: (i)
withholding from the Participant’s wages
or other cash compensation paid to
the Participant by the Company
and/or the Employer; (ii) withholding from the shares of Stock to be delivered upon settlement of the Performance Stock Units
or other awards granted to the Participant or (iii) permitting the Participant to tender to the Company cash
or, if allowed by the
Committee, shares of Stock.
Depending on the withholding method, the Company
may withhold or account for Tax-Related Items by considering applicable
statutory withholding
rates (as determined
by the Company in
good faith and in
its sole discretion)
or other applicable
withholding rates, including maximum applicable rates, in which
case the Participant will receive a refund of any over-withheld
amount and will have no entitlement to the share equivalent. If the obligation for Tax-Related Items is satisfied by withholding
from the
shares of Stock to
be delivered upon
vesting of the
Performance Stock Units,
for tax purposes, the
Participant is
deemed to have been
issued the full number of shares of Stock subject to the Performance
Stock Units, notwithstanding that a
number of
shares of Stock are held back solely for the purpose of paying
the Tax-Related Items. The Participant will have no
further rights with respect to any shares of Stock that are retained by the
Company pursuant to this provision.
The Participant
agrees to pay to the
Company or
the Employer any amount
of Tax-Related Items that
the Company or the
Employer may be
required to withhold or account for
as a result of
the Participant’s participation in the
Plan that cannot be
satisfied by the means previously described. The Company may refuse to issue or deliver shares of Stock or proceeds from the
sale of shares
of Stock until arrangements satisfactory to
the Company have been made in
connection with the Tax-Related
Items.
7.
Restrictive
Covenants; Confidential Information; Work Product.
any way needed in order to comply with, or fulfill the terms of the Plan and this
Award document. As a term and condition of
this Award, Participant agrees to the following
terms:
a.
I
agree to use General Mills Confidential
Information only as needed in the
performance of my duties, to hold and
protect such information as confidential to
the Company, and not to engage in any unauthorized
use or disclosure of
such information
for so long as
such information qualifies
as Confidential Information.
I agree that after
my
employment with the
Company terminates for any reason, including
“retirement” as that term is used
in the Plan, I
will
not use or disclose, directly or
indirectly, Company Confidential Information or trade
secrets for any purpose,
unless I get the prior written consent of my manager to do
so.
This document does not prevent me
from filing a complaint with a government agency (including the
Securities and
Exchange Commission,
Department of Justice,
Equal Employment Opportunity
Commission and others)
or from
4
participating in
an agency proceeding.
This document also
does not prevent
me from providing
an agency with
information, including this document, unless such information is
legally protected from disclosure to third parties. I
do not need prior company authorization to take these actions, nor must I notify
the company I have done so.
Also, as provided
in 18 U.S.C. 1833(b), I cannot be
held criminally or civilly liable under any federal or
state trade
secret law
for making a trade secret disclosure: (A) in confidence to
a federal, state, or local government official, either
directly
or indirectly, or to an
attorney, solely for the purpose of
reporting or investigating a suspected violation of
law; or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such
filing is made under seal.
General Mills
Confidential Information means
any non-public information
I create, receive,
use or observe in
the
performance of
my job at General
Mills, including trade
secrets. Examples of
Confidential Information include
marketing, merchandising,
business plans, business
methods, pricing, purchasing,
licensing, contracts, employee,
supplier or
customer information, customer,
vendor or partner
client or contact
lists, financial data, technological
developments, manufacturing processes and specifications,
product formulas, ingredient specifications, software code,
and all other proprietary information which is not publicly available to others.
Prior to leaving the Company, I agree to return all materials in my possession containing Confidential Information, as
well as
all other documents
and other tangible
items provided to
me by General
Mills, or developed
by me in
connection with my employment with the Company.
b.
I agree to promptly
tell General Mills about any ideas, concepts, improvements, designs, inventions, discoveries, and
creative works (collectively, “Work
Product”) which I conceive or create during my employment with General Mills
which relate to General Mills’ businesses.
I further agree to immediately, automatically and irrevocably
assign, and hereby do assign, to General Mills any and
all intellectual property rights in and to such Work Product, and all such
intellectual property rights shall be solely and
exclusively owned by
General Mills. “Intellectual property rights” means
patent rights, copyrights, trade secret rights,
trade dress rights, trademark rights and all comparable rights throughout the
world.
During my employment with General
Mills and anytime thereafter, I will take
all necessary steps, at General Mills’
request and expense, but without further compensation to me, to execute any instruments necessary to enable General
Mills or General Mills’ nominee to register intellectual property rights
throughout the world.
After I
leave General Mills, I agree to help General
Mills in every way possible in any government or
legal proceedings
pertaining to any General Mills intellectual property rights.
c.
[
This
Section 7.c. does not apply to California, Colorado, Minnesota, and Washington -based
employees.
] I agree that
for one year after I
leave the Company, including retiring from the
Company, I will not work on any product, brand
category, process, or service: (A) on which I worked,
or about which I had access to Confidential Information, in the
year immediately preceding my termination (including retirement) from General Mills, and (B) which
competes with
General Mills products, brand categories, processes, or related
services.
d.
I agree that for
one year after I leave General Mills, including retiring from the Company, I will refrain from directly
or indirectly soliciting Company employees
for the purpose of hiring them or inducing them
to leave their employment
with the Company.
e.
I
agree that after I leave General
Mills, including retiring from
the Company, I will indefinitely
refrain from using
Company client or contact lists, and for two years I will
refrain from soliciting the Company’s customers.
A breach of
the obligations set forth in this paragraph may result in the rescission
of the Award, termination and forfeiture of
any unvested
Units, and/or required
payment to the
Company of all or
a portion of any
monetary gains acquired
by the
Participant as a result of the Award, unless the
Award vested and was settled more than four (4) years prior to the breach. The
foregoing remedies are in addition to, and not in lieu of injunctive relief and/or any other legal or equitable remedies available
under applicable law.
8.
Nature of
Grant.
5
(a)
the
Plan is established voluntarily by the
Company, it is discretionary in
nature and it may be modified, amended,
suspended or terminated by the Company, in its sole discretion, at any time
(subject to any limitations set forth in the
Plan);
(b)
the grant of the
Performance Stock Units is voluntary and occasional and does not create any contractual or
other right
to receive
future grants of
Performance Stock Units,
or benefits in
lieu of Performance
Stock Units, even if
Performance Stock Units s or other awards have been granted in the past;
(c)
all decisions with
respect to future awards, if any, will be at the sole discretion of the Company;
(d)
the
Participant’s participation in the Plan is voluntary;
(e)
the Performance
Stock Units and the Participant’s participation in the
Plan shall not create a right to employment or
be interpreted as forming an employment contract with the Company or any of its
Subsidiaries or affiliated companies
and shall
not interfere with the ability of the Company or
the Employer, as applicable, to terminate
the Participant’s
employment relationship (as otherwise may be permitted
under local law);
(f)
unless
otherwise agreed with
the Company, the
Performance Stock Units
and any shares of
Stock acquired upon
vesting of the Performance Stock Units, and the income from and value of same, are not granted as consideration for,
or in
connection with, any
service the Participant
may provide as a
director of any
subsidiary or affiliate
of the
Company;
(g)
the Performance Stock
Units and any shares of Stock acquired under the Plan and the income and
value of same, are
not part
of normal or
expected compensation for
purposes of calculating
any severance, resignation, termination,
redundancy, dismissal,
end-of-service payments, bonuses,
long-service awards, pension
or retirement or welfare
benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past
services for the Company, the Employer or any
subsidiary or affiliate of the Company;
(h)
the future
value of the shares of Stock underlying the
Performance Stock Units is unknown, indeterminable, and cannot
be predicted with
certainty;
(i)
upon vesting of
the Performance Stock Units, the value of such shares of Stock may increase or decrease in
value;
(j)
no
claim or entitlement
to compensation or
damages shall arise
from forfeiture of
the Performance Stock Units
resulting from termination of the
Participant’s employment (for any reason whatsoever and whether or
not in breach
of local labor laws or later found invalid) and, in consideration
of the Performance Stock Units, the Participant agrees
not to institute any claim against the Company or the Employer;
(k)
the Performance Stock
Units and the benefits evidenced by this Agreement do not create any
entitlement not otherwise
specifically provided
for in the Plan
or provided by
the Company in
its discretion, to have the
Performance Stock
Units or
any such benefits
transferred to, or
assumed by, another
company, nor to be
exchanged, cashed out or
substituted for, in connection with any corporate transaction affecting the
shares of Stock; and
(l)
neither the
Company nor any of its Subsidiaries or affiliated companies shall
be liable for any foreign exchange rate
fluctuation between the Participant’s
local currency and the U.S. dollar that may affect the
value of the Performance
Stock Units
or any amounts due
to the Participant
pursuant to the
vesting of the
Performance Stock Units
or the
subsequent sale of any shares of Stock acquired upon vesting of the
Performance Stock Units.
9.
Data
Privacy.
If the
Participant would like
to participate in
the Plan, the
Participant will need
to review the information
provided in this
Section 9 and, where applicable, declare
the Participant’s consent to the
processing of personal data by the
Company and the third parties stated below.
6
If the Participant is based in the European Union
(“EU”), European Economic Area (“EEA”) or United Kingdom, please note
that General Mills, Inc. with
registered address at One General Mills Boulevard, Minneapolis, MN
55426-1347, is the controller
responsible for the processing of the
Participant’s personal data in connection with the Agreement and the
Plan.
(a)
Data
Collection and Usage.
The Company collects,
processes, uses and
transfers certain personally-identifiable
information about the
Participant, specifically, the Participant’s name,
home address and telephone number, email
address, date of birth, social insurance, passport number or
other identification number, salary, nationality, job title,
any shares of Stock or directorships held in the Company or
any affiliated company, details of all Performance Stock
Units or any other entitlement
to shares of Stock awarded, canceled, exercised, settled, vested,
unvested or outstanding
in the
Participant’s favor, which
the Company receives
from the Participant
or the Employer
(the “Data”). The
Company collects, processes and uses the
Data for the purposes of performing its contractual obligations under this
Agreement,
implementing, administering and managing the
Participant’s participation in
the Plan and facilitating
compliance with applicable tax and securities law.
If the Participant is based
in the EU, EEA or United Kingdom, the legal
basis for the processing of the Data by the
Company
is the necessity
of the processing
for the Company to
perform its contractual
obligations under this
Agreement
and the Plan and
the Company’s legitimate
business interests of
managing the Plan, administering
employee equity awards and complying with its contractual and
statutory obligations.
If the Participant is based in any
other jurisdiction, the legal basis for the processing of the Data by
the Company is
the
Participant’s consent as further described below.
(b)
Stock
Plan Administration
Service Providers. The
Company transfers Data
to E*TRADE Financial Corporate
Services, Inc. (including
its affiliated companies), an independent service
provider which assists the Company with
the implementation, administration
and management of the Plan. In the
future, the Company may select a different
service
provider, which will
in a similar
manner, share Data
with such service
provider. The Company’s service
provider will maintain
an account for the Participant to administer the
Performance Stock Units. The processing of
Data will
take place through
both electronic and
non-electronic means. Data
will only be
accessible by those
individuals requiring access to it for purposes of
implementing, administering and operating the Plan.
(c)
International
Data Transfers. The Company and its service
providers are based in the United States
and India. The
Participant’s country or jurisdiction may have
different data privacy laws and protections than the United States and
India. An
appropriate level of
protection can be
achieved by implementing
safeguards such as
the Standard
Contractual Clauses adopted by the EU
Commission.
If the Participant is based in any other jurisdiction, the Data will be transferred from the
Participant’s jurisdiction to
the
Company and onward from the
Company to any of its service
providers based on the Participant’s consent, as
further described below.
(d)
Data
Retention. The Company will use the Data only as long as necessary to
implement, administer and manage the
Participant’s participation
in the Plan, or
as required to comply with
legal or regulatory obligations, including tax
and securities laws. When the
Company no longer needs the Data, the Company
will remove it from
its systems. If
the Company keeps
data longer, it would be to satisfy legal or regulatory
obligations and the Company’s legal basis
would be relevant laws or
regulations (if the Participant is in the EU, EEA or United
Kingdom) or the Participant’s
consent (if the
Participant is outside the EU, EEA or United Kingdom).
(e)
Data
Subject Rights. The
Participant may have
a number of rights
under data privacy
laws in the Participant’s
jurisdiction. Subject to the conditions set out in the
applicable law and depending on where the Participant is based,
such rights
may include the
right to (i)
request access to,
or copies of, the
Data processed by
the Company, (ii)
rectification
of incorrect Data,
(iii) deletion of
Data, (iv) restrictions
on the processing
of Data, (v) object
to the
processing of
Data for legitimate interests, (vi) portability of Data, (vii) lodge
complaints with competent authorities
in the
Participant’s jurisdiction, and/or to (viii) receive a list with the names and addresses of any potential recipients
of
Data. To receive clarification
regarding these rights or
to exercise these rights, the
Participant can contact HR
Direct.
(f)
Necessary
Disclosure of Personal
Data. The Participant
understands that providing
the Company with
Data is
necessary for the performance of the
Agreement and that the Participant’s refusal to provide the Data
would make it
7
impossible
for the Company to
perform its contractual
obligations and may
affect the Participant’s
ability to
participate in the Plan.
(g)
Declaration
of Consent (if
the Participant is
outside the EU, EEA
and United Kingdom).
The Participant hereby
unambiguously
consents to the
collection, use and
transfer, in electronic
or other form, of
the Data, as described
above and in any other grant materials, by and
among, as applicable, the Employer, the Company and any affiliated
company for the
exclusive purpose of implementing, administering and
managing the Participant’s participation in
the Plan. The Participant understands that the
Participant may, at any time, refuse or withdraw the
consents herein,
in
any case without cost, by contacting
HR Direct. If the Participant
does not consent or later seeks
to revoke the
Participant’s
consent, the Participant’s
employment status or
service with the
Employer will not
be affected; the
Participant’s consequence
of refusing or withdrawing consent
is that the Company would not
be able to award the
Participant
Performance Stock Units or any other
equity award to the Participant
or administer or maintain such
awards.
Therefore, the Participant understands that
refusing or withdrawing consent may affect
the Participant’s
ability
to participate in the Plan. For
more information on the consequences of
refusal to consent or withdrawal of
consent, the Participant should contact HR Direct.
10.
Clawback
. This Award is specifically made subject to the Company’s
Executive Compensation Clawback Policies.
11.
Insider
Trading; Market
Abuse Laws.
policy on
insider trading (to
the extent that it
is applicable to
the Participant), the
Participant further acknowledges that,
depending on the Participant’s or his or her broker’s country of
residence or where the shares of Stock are listed, the Participant
may be
subject to insider trading restrictions and/or market abuse
laws that may affect the Participant’s ability to accept, acquire,
sell or otherwise
dispose of shares of Stock, rights
to shares of Stock (e.g., Performance
Stock Units) or rights linked to the
value of shares of Stock, during such
times the Participant is considered to have “inside
information” regarding the Company
as defined
by the laws or regulations in the
Participant’s country. Local insider trading laws and
regulations may prohibit the
cancellation or
amendment of orders the Participant places
before he or she possessed inside
information. Furthermore, the
Participant could be
prohibited from (i) disclosing the inside
information to any third party (other
than on a “need to know”
basis) and (ii) “tipping” third parties or causing them otherwise to
buy or sell securities. The Participant understands that third
parties include
fellow employees. Any
restriction under these
laws or regulations
are separate from
and in addition to
any
restrictions that may be imposed under any applicable Company insider trading
policy. The Participant acknowledges that it is
the Participant’s
responsibility to comply with any applicable restrictions, and that the Participant should therefore consult the
Participant’s personal advisor on this matter.
12.
Electronic
Delivery.
The Participant agrees,
to the fullest extent permitted
by law, in lieu of
receiving documents in paper
format, to
accept electronic delivery
of any documents
that the Company and
its Subsidiaries or
affiliated companies may
deliver in connection with this grant and any other grants offered by the
Company, including prospectuses, grant notifications,
account statements, annual
or quarterly reports, and other communications. Electronic delivery of a document may be made via
the Company’s email system or by reference to a location on the Company’s intranet or website or a website of the
Company’s
agent administering the Plan.
By accepting this grant, whether electronically
or otherwise, the Participant hereby consents to
participate in the Plan through such system, intranet, or website, including but not limited to the use of electronic signatures or
click-through electronic acceptance of terms and conditions.
13.
English
Language.
The Participant acknowledges and agrees that it is the Participant’s express intent that this Agreement and
the Plan and all
other documents, notices and legal proceedings
entered into, given or instituted pursuant to the Performance
Stock Units be drawn up in
English. To the extent the Participant has been
provided with a copy of this Agreement, the Plan,
or any other documents
relating to this Award in a language other than
English, the English language documents will prevail
in case of any ambiguities or divergences as a result of
translation.
14.
Addendum.
Notwithstanding any provisions
in this Agreement, the Performance Stock
Units shall be subject to any special
terms and
conditions set forth
in the Country-Specific
Addendum to this
Agreement (the “Addendum”).
Moreover, if the
Participant transfers to one of the countries included in such Addendum, the special terms and conditions for such country will
apply to the Participant, to the extent the Company determines that the application of such terms
and conditions is necessary or
advisable to comply with local law or facilitate
the administration of the Plan (or the Company may establish alternative terms
and conditions as may be necessary or advisable to
accommodate the Participant’s transfer). The Addendum constitutes part of
this Agreement.
8
15.
Not a
Public Offering
. The
award of the Performance Stock Units is not
intended to be a public offering of securities
in the
Participant’s country
of employment (or country of residence,
if different). The Company has not
submitted any registration
statement,
prospectus or other filings with the local securities authorities
(unless otherwise required under local law), and the
award of the
Performance Stock Units is not subject to the
supervision of the local securities authorities.
No employee of the
Company or any
of its Subsidiaries or affiliated companies
is permitted to advise the Participant
on whether he/she should
participate in
the Plan. Acquiring shares of
Stock involves a degree of
risk. Before deciding to
participate in the Plan, the
Participant should carefully consider all risk factors relevant to the acquisition of shares of Stock under the Plan and
carefully
review all of
the materials related to the Performance
Stock Units and the Plan. In
addition, the Participant should consult
with his/her personal advisor for professional
investment advice.
16.
Repatriation;
Compliance with
Law
. The
Participant agrees to
repatriate all
payments attributable to
the shares of Stock
and/or cash acquired under the Plan
in accordance with applicable foreign exchange rules and
regulations in the Participant’s
country of
employment (and country of residence, if different). In addition,
the Participant agrees to take any and all actions,
and consent
to any and all
actions taken by the
Company and any of
its Subsidiaries and
affiliated companies, as
may be
required
to allow the Company and any
of its Subsidiaries and affiliated companies
to comply with local laws, rules and/or
regulations in the
Participant’s country of employment (and country of residence,
if different). Finally, the Participant agrees
to take any and all
actions as may be required to
comply with the Participant’s personal
obligations under local laws, rules
and/or regulations in the Participant’s country of employment and country
of residence, if
different).
17.
Imposition
of Other
Requirements
. The
Company reserves the
right to impose
other requirements on
the Participant’s
participation in the Plan, on the
Performance Stock Unit, and on any shares of Stock acquired under the Plan, to the extent the
Company determines it is necessary or advisable
for legal or administrative reasons, and to require the Participant to sign
any
additional agreements or undertakings that may be necessary to
accomplish the
foregoing.
18.
Committee’s
Powers
. No provision contained in this Agreement
shall in any way terminate, modify or alter, or be construed
or interpreted as
terminating, modifying or altering any of
the powers, rights or authority vested
in the Committee or, to the
extent delegated, in its delegate, pursuant to
the terms of the Plan or resolutions adopted in furtherance of the Plan,
including,
without limitation,
the right to
make certain determinations
and elections with respect to
the Performance Stock Unit. Any
dispute regarding
the interpretation of
this Agreement or
the terms of the
Plan shall be
submitted to the
Committee or its
delegate who
shall have the
discretionary authority to
construe the terms
of this Agreement,
the Plan, and all
documents
ancillary to
this Award. The decisions of the Committee or its
delegate shall be final and binding and any reviewing court of
law or other
party shall defer to its decision, overruling
if, and only if, it is arbitrary
and capricious. In no way is it intended
that this review standard subject the Plan or Award to the U.S. Employee
Retirement Income Security
Act.
19.
Binding
Effect
.
This Agreement shall
be binding upon and
inure to the
benefit of any
successors to the
Company and all
persons lawfully claiming under the
Participant.
20.
Governing
Law and Forum
. Without limiting the effect of section 16, this Agreement shall be governed
by, and construed in
accordance with, the laws of the State of Delaware without
regard to principles of conflict of
laws.
21.
Severability
. The provisions
of this Agreement are severable and
if any one or more of
the provisions are determined to be
illegal or
otherwise unenforceable, in whole or
in part, the Agreement shall
be reformed and
construed so that it would be
enforceable to the
maximum extent legally possible, and if
it cannot be so reformed and
construed, as if such unenforceable
provision, or part thereof, had never been contained
herein.
22.
Waiver
. The waiver by the Company with
respect to Participant’s (or any other
participant’s) compliance with any provision
of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent
breach by such party of a provision of this
Agreement.
A copy of the Plan and the Prospectus to the General Mills, Inc. 2022 Stock
Compensation Plan is available on G&Me by searching
“2022 Stock
Compensation Plan”. A copy of the Company’s latest Annual Report on Form 10-K is also available on the Company’s
website at www.generalmills.com under Investor Information/Annual
Reports.
GENERAL MILLS, INC.
9
GENERAL MILLS, INC.
PERFORMANCE STOCK UNIT AWARD AGREEMENT
GRANT DATE:
PARTICIPANT:
[CEO]
PERNR:
TARGET NUMBER OF UNITS SUBJECT TO
AWARD:
PERFORMANCE PERIOD:
EXPIRATION DATE OF RESTRICTED
PERIOD:
This Award is
made under the General Mills, Inc.
2022 Stock Compensation Plan (the "Plan"),
and is subject to the
terms and
conditions contained in
the Plan document
and this Performance
Stock Unit Award Agreement
(“Agreement”). The Participant: (i) acknowledges
receipt of a copy of the Plan and Plan prospectus, (ii) represents that
the Participant has
carefully read and is familiar with the
provisions of this Agreement and the Plan, and (iii) hereby
accepts the Performance Stock Units subject
to all of the terms and conditions set forth herein, and
in the Plan. If the
Participant does not wish
to receive the Performance Stock Units
and/or does not consent and agree to the
terms and
conditions
on which the Performance Stock
Units are offered, as
set forth in
this Agreement and the
Plan, then the
Participant must reject this Award via the
website of the Company’s designated broker, no later than 60 days following
the Grant
Date. If the Participant rejects this
Award, this Award will immediately be
forfeited and cancelled. The
Participant’s failure
to reject this Award within
this 60 day period will constitute
the Participant’s acceptance of this
Award and all terms and conditions of this
Award, as set forth in this Agreement and the Plan.
THIS AWARD,
dated on the above
Grant Date, is
made by General Mills,
Inc., (the "Company"),
and made to the
person
named above (the "Participant" or referred to as
“I”, “you”, or “my”) (“Award”).
1.
Award
of Units.
0.10 per share (“Stock”). The
units granted pursuant to this Agreement are referred to as the
“Performance Stock Units”. The
number of Performance Stock
Units earned by the Participant for the Performance Period will be
determined at the end of the
Performance
Period based on the level of
achievement against the Performance Measures and
conditions in accordance with
Attachment A. The number of shares
of Stock the Participant is paid is dependent on the number
of Performance Stock Units
earned and satisfactory completion of
the service requirements described herein. Whether, and the extent to which Performance
Measures have been satisfied at the end of the Performance Period shall be certified by the Compensation & Talent Committee
before any payment is made,
and all such determinations shall be made by the
Compensation & Talent Committee in its sole
discretion. For each
Performance Stock Unit earned and vested,
if any, at the Expiration
Date of the Restricted Period, one
share of the Company’s Stock shall be issued to the
Participant on the Expiration Date of the Restricted Period, subject to any
additional restrictions or
holding requirements in Attachment A. Except
as otherwise defined herein, capitalized terms shall
have the same meanings ascribed to them under the Plan.
2.
Vesting of
Performance Stock Units; Forfeiture of Performance Stock Units.
(a)
Vesting
Schedule
. The
Performance Stock Units shall vest on the Expiration Date
of the Restricted Period set forth
above (“Vesting Date”) subject to the terms of this Agreement and
the Plan.
(b)
Forfeiture
of Performance Stock
Units
. The Participant
acknowledges that the Performance Stock Units awarded
hereunder are subject to
forfeiture if the Participant’s employment with the
Company or any subsidiary or affiliated
companies terminates under certain circumstances before the Vesting Date, as
herein provided.
(i)
Resignation
or Termination for
Cause.
or affiliated companies is
terminated by either (i) resignation, or (ii) a
discharge due to Participant’s illegal
activities, poor work
performance, misconduct or violation of
the Company’s Code of Conduct, policies or
practices, then these
Performance Stock Units, to the extent they are
not fully vested as of the Termination
Date, shall
for no consideration
be cancelled and
forfeited in their
entirety. For the
avoidance of doubt,
“Termination Date” for purposes of this Award will be deemed to
occur as of the date Participant is no longer
10
actively providing
services as an
employee, unless otherwise
determined by the
Company in its sole
discretion, and
no vesting shall continue during
any notice period that may be
specified under contract or
applicable law with
respect to such termination, including
any “garden leave” or
similar period, except as
may otherwise be permitted in the Company’s sole discretion.
(ii)
Involuntary
Termination/ Early
Retirement.
involuntarily at the initiation of the Company for any reason other than specified in Plan Section 11 (Change
in Control), or
(i), (iv) or
(v) in this section 2,
and upon the execution (without
revoking) of an effective
general legal release and such other documents as are
satisfactory to the Company, or if the Participant retires
on or after age 55
but before age 62,
this Award shall be payable
on the Expiration Date of the Restricted
Period with a value,
if any, that otherwise would be earned under the
applicable performance goals established
under Attachment A
based on
actual performance; and shall
vest at the Expiration
Date of the Restricted
Period in a
pro-rata amount based on actual employment completed during the Performance
Period through
the date of termination. All other Performance Share Units
shall be forfeited as of the date of
termination.
(iii)
Death.
the Performance Period, this Award shall fully vest
and shall be considered to be earned in full “at target” as
if the applicable
Performance Measures established in Attachment A have been achieved
at target, and settled
and paid on the first day of the month following death
to the designated beneficiary or beneficiaries.
(iv)
Normal
Retirement
. If the termination of employment is due to a Participant’s
retirement on or after age 62,
then if
such retirement occurs
before the
end of the
Company’s fiscal year
within which this Award was
granted, it shall vest in a pro-rata amount based on
actual employment completed during said fiscal year. But
if such retirement
occurs after the end of the
fiscal year in which it is
awarded, then it shall
vest fully. In
either case, vested Units
shall be paid on the Expiration Date of
the Restricted Period, with a value, if any,
that otherwise would be earned under the applicable performance
goals established in the Attachment based
on actual performance.
(v)
Spin-offs
and Other
Divestitures.
transfer, or
spin-off of a line
of business or
other activity of
the Company, the
Committee, in its sole
discretion, shall determine the conversion, vesting, or other treatment of
these Awards. Such treatment shall
be consistent with
Code Section 409A, and in particular
will take into account whether a
separation from
service has occurred within the meaning of Code Section 409A.
3.
Dividend
Equivalents.
payable on the
Company’s Stock on or after the Grant Date of
this Award until the Award is settled
and/or forfeited shall be
credited notionally
to the Participant in an
amount equal to
such declared dividends or
other distributions on an equivalent
number of shares of Stock (“Dividend Equivalents”). Dividend
Equivalents so credited shall be paid if, and only to the extent,
the underlying Performance
Stock Units to which they relate become unrestricted and vest, as provided
under the terms of the
Plan
and this Agreement. Dividend Equivalents
credited in respect to Performance Stock
Units that are forfeited under the
terms of the Plan and this document, are correspondingly forfeited. No interest
or other earnings shall be credited on Dividend
Equivalents. Vested
Dividend Equivalents shall be paid in cash at the same time as the underlying Performance Stock Units to
which they relate are settled.
4.
Settlement
of Performance Stock Units.
as administratively practicable but in no
event later than 30 days after the vesting date, except where such settlement following
a Section
409A Separation from Service requires a
six-month delay. The Company will provide for
settlement in the form of
shares of Stock. At the Company’s discretion, additional restrictions or
holding requirements may be imposed on settled Units
and dividend equivalents, if
any.
5.
Non-Transferability
. The
Performance Stock Units
may not be sold,
assigned, pledged, exchanged, hypothecated,
encumbered, disposed of, or otherwise transferred, unless otherwise provided in the
Plan or this Agreement. Upon any attempt
to transfer, assign, pledge,
hypothecate or otherwise dispose of the Performance Stock Units
or of such rights contrary to the
provisions hereof or in the Plan, the Performance Stock Units and such rights shall
immediately become null and void.
11
6.
Withholding
of Tax.
subsidiary or affiliated company that
employs the Participant (the “Employer”), the ultimate liability for all income tax, social
contributions, payroll
tax, fringe benefits tax, payment on
account, hypothetical tax or other
tax-related items related to the
Participant’s participation in the Plan
and legally applicable to the Participant or deemed by the Company or
the Employer in
their discretion to be an appropriate charge to the Participant
even if legally applicable to the Company or the Employer (“Tax-
Related
Items”), is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company
or the
Employer, if any.
The Participant further
acknowledges that the
Company and/or the
Employer (a) make no
representations or
undertakings regarding the
treatment of any
Tax-Related Items in
connection with any
aspect of the
Performance Stock
Units, including, but
not limited to,
the grant, vesting,
the subsequent sale
of shares of Stock
acquired
pursuant to such vesting and the receipt of any dividends; and (b) do not commit to and are under no obligation to
structure the
terms of the grant or any aspect
of the Performance Stock Units to reduce or eliminate
the Participant’s liability for Tax-Related
Items or achieve
any particular tax result. Further, if the Participant is subject
to Tax-Related Items in more than one jurisdiction
between the
Grant Date and the
date of any
relevant taxable or
tax withholding event,
as applicable, the Participant
acknowledges that
the Company and/or the
Employer (or former
employer, as applicable)
may be required to
withhold or
account for
Tax -Related Items in more than one jurisdiction.
Prior to
the relevant taxable
or tax withholding event,
as applicable, the Participant agrees
to make adequate arrangements
satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, unless otherwise approved by
the Committee, the Company shall satisfy the obligations
with regard to all Tax -Related Items by one or a combination of the
following: (i)
withholding from the Participant’s wages
or other cash compensation paid to
the Participant by the Company
and/or the Employer; (ii) withholding from the shares of Stock to be delivered upon settlement of the Performance Stock Units
or other awards granted to the Participant or (iii) permitting the Participant to tender to the Company cash
or, if allowed by the
Committee, shares of Stock.
Depending on the withholding method, the Company
may withhold or account for Tax-Related Items by considering applicable
statutory withholding
rates (as determined
by the Company in
good faith and in
its sole discretion)
or other applicable
withholding rates, including maximum applicable rates, in which
case the Participant will receive a refund of any over-withheld
amount and will have no entitlement to the share equivalent. If the obligation for Tax-Related Items is satisfied by withholding
from the
shares of Stock to
be delivered upon
vesting of the
Performance Stock Units,
for tax purposes, the
Participant is
deemed to have been
issued the full number of shares of Stock subject to the Performance
Stock Units, notwithstanding that a
number of
shares of Stock are held back solely for the purpose of paying
the Tax-Related Items. The Participant will have no
further rights with respect to any shares of Stock that are retained by the
Company pursuant to this provision.
The Participant
agrees to pay to the
Company or
the Employer any amount
of Tax-Related Items that
the Company or the
Employer may be
required to withhold or account for
as a result of
the Participant’s participation in the
Plan that cannot be
satisfied by the means previously described. The Company may refuse to issue or deliver shares of Stock or proceeds from the
sale of shares
of Stock until arrangements satisfactory to
the Company have been made in
connection with the Tax-Related
Items.
7.
Restrictive
Covenants; Confidential Information; Work Product.
any way needed in order to comply with, or fulfill the terms of the Plan and this
Award document. As a term and condition of
this Award, Participant agrees to the following
terms:
a.
I
agree to use General Mills Confidential
Information only as needed in the
performance of my duties, to hold and
protect such information as confidential to
the Company, and not to engage in any unauthorized
use or disclosure of
such information
for so long as
such information qualifies
as Confidential Information.
I agree that after
my
employment with the
Company terminates for any reason, including
“retirement” as that term is used
in the Plan, I
will
not use or disclose, directly or
indirectly, Company Confidential Information or trade
secrets for any purpose,
unless I get the prior written consent of my manager to do
so.
This document does not prevent me
from filing a complaint with a government agency (including the
Securities and
Exchange Commission,
Department of Justice,
Equal Employment Opportunity
Commission and others)
or from
participating in
an agency proceeding.
This document also
does not prevent
me from providing
an agency with
information, including this document, unless such information is
legally protected from disclosure to third parties. I
do not need prior company authorization to take these actions, nor must I
notify the company I have done so.
Also, as provided
in 18 U.S.C. 1833(b), I cannot be
held criminally or civilly liable under any federal or
state trade
secret law
for making a trade secret disclosure: (A) in confidence to
a federal, state, or local government official, either
12
directly
or indirectly, or to an
attorney, solely for the purpose of
reporting or investigating a suspected violation of
law; or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such
filing is made under seal.
General Mills
Confidential Information means
any non-public information
I create, receive,
use or observe in
the
performance of
my job at General
Mills, including trade
secrets. Examples of
Confidential Information include
marketing, merchandising,
business plans, business
methods, pricing, purchasing,
licensing, contracts, employee,
supplier or
customer information, customer,
vendor or partner
client or contact
lists, financial data, technological
developments, manufacturing processes and specifications,
product formulas, ingredient specifications, software code,
and all other proprietary information which is not publicly available to others.
Prior to leaving the Company, I agree to return all materials in my possession containing Confidential Information, as
well as
all other documents
and other tangible
items provided to
me by General
Mills, or developed
by me in
connection with my employment with the Company.
b.
I agree to promptly
tell General Mills about any ideas, concepts, improvements, designs, inventions, discoveries, and
creative works (collectively, “Work
Product”) which I conceive or create during my employment with General Mills
which relate to General Mills’ businesses.
I further agree to immediately, automatically and irrevocably
assign, and hereby do assign, to General Mills any and
all intellectual property rights in and to such Work Product, and all such
intellectual property rights shall be solely and
exclusively owned by
General Mills. “Intellectual property rights” means
patent rights, copyrights, trade secret rights,
trade dress rights, trademark rights and all comparable rights throughout the
world.
During my employment with General
Mills and anytime thereafter, I will take
all necessary steps, at General Mills’
request and expense, but without further compensation to me, to execute any instruments necessary to enable General
Mills or General Mills’ nominee to register intellectual property rights
throughout the world.
After I
leave General Mills, I agree to help General
Mills in every way possible in any government or
legal proceedings
pertaining to any General Mills intellectual property
rights.
c.
[
This
Section 7.c. does not apply to California, Colorado, Minnesota, and Washington -based
employees.
] I agree that
for one year after I
leave the Company, including retiring from the
Company, I will not work on any product, brand
category, process, or service: (A) on which I worked,
or about which I had access to Confidential Information, in the
year immediately preceding my termination (including retirement) from General Mills, and (B) which
competes with
General Mills products, brand categories, processes, or related
services.
d.
I agree that for
one year after I leave General Mills, including retiring from the Company, I will refrain from directly
or indirectly soliciting Company employees
for the purpose of hiring them or inducing them
to leave their employment
with the Company.
e.
I
agree that after I leave General
Mills, including retiring from
the Company, I will indefinitely
refrain from using
Company client or contact lists, and for two years I will
refrain from soliciting the Company’s customers.
A breach of
the obligations set forth in this paragraph may result in the rescission
of the Award, termination and forfeiture of
any unvested
Units, and/or required
payment to the
Company of all or
a portion of any
monetary gains acquired
by the
Participant as a result of the Award, unless the
Award vested and was settled more than four (4) years prior to the breach. The
foregoing remedies are in addition to, and not in lieu of injunctive relief and/or any other legal or equitable remedies available
under applicable law.
8.
Nature of
Grant.
(a)
the
Plan is established voluntarily by the
Company, it is discretionary in
nature and it may be modified, amended,
suspended or terminated by the Company, in its sole discretion, at any time
(subject to any limitations set forth in the
Plan);
13
(b)
the grant of the
Performance Stock Units is voluntary and occasional and does not create any contractual or
other right
to receive
future grants of
Performance Stock Units,
or benefits in
lieu of Performance
Stock Units, even if
Performance Stock Units s or other awards have been granted in the past;
(c)
all decisions with
respect to future awards, if any, will be at the sole discretion of the Company;
(d)
the
Participant’s participation in the Plan is voluntary;
(e)
the Performance
Stock Units and the Participant’s participation in the
Plan shall not create a right to employment or
be interpreted as forming an employment contract with the Company or any of
its Subsidiaries or affiliated companies
and shall
not interfere with the ability of the Company or
the Employer, as applicable, to terminate
the Participant’s
employment relationship (as otherwise may be permitted
under local law);
(f)
unless
otherwise agreed with
the Company, the
Performance Stock Units
and any shares of
Stock acquired upon
vesting of the Performance Stock Units, and the income from and value of same, are not granted as consideration for,
or in
connection with, any
service the Participant
may provide as a
director of any
subsidiary or affiliate
of the
Company;
(g)
the Performance
Stock Units and any shares of Stock acquired under the Plan and the income
and value of same, are
not part
of normal or
expected compensation for
purposes of calculating
any severance, resignation, termination,
redundancy, dismissal,
end-of-service payments, bonuses,
long-service awards, pension
or retirement or welfare
benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past
services for the Company, the Employer or any
subsidiary or affiliate of the Company;
(h)
the future
value of the shares of Stock underlying the
Performance Stock Units is unknown, indeterminable, and cannot
be predicted with
certainty;
(i)
upon vesting of
the Performance Stock Units, the value of such shares of Stock may increase or decrease in
value;
(j)
no
claim or entitlement
to compensation or
damages shall arise
from forfeiture of
the Performance Stock Units
resulting from termination of the
Participant’s employment (for any reason whatsoever and whether or
not in breach
of local labor laws or later found invalid) and, in
consideration of the Performance Stock Units, the Participant agrees
not to institute any claim against the Company or the Employer;
(k)
the Performance
Stock Units and the benefits evidenced by this Agreement do not create any
entitlement not otherwise
specifically provided
for in the Plan
or provided by
the Company in
its discretion, to have the
Performance Stock
Units or
any such benefits
transferred to, or
assumed by, another
company, nor to be
exchanged, cashed out or
substituted for, in connection with any corporate transaction affecting the
shares of Stock; and
(l)
neither the
Company nor any of its Subsidiaries or affiliated companies shall
be liable for any foreign exchange rate
fluctuation between the Participant’s
local currency and the U.S. dollar that may affect the
value of the Performance
Stock Units
or any amounts due
to the Participant
pursuant to the
vesting of the
Performance Stock Units
or the
subsequent sale of any shares of Stock acquired upon vesting of the
Performance Stock Units.
9.
Data
Privacy.
If the
Participant would like
to participate in
the Plan, the
Participant will need
to review the information
provided in this
Section 9 and, where applicable, declare
the Participant’s consent to the
processing of personal data by the
Company and the third parties stated
below.
If the Participant is
based in the European Union (“EU”), European Economic Area (“EEA”)
or United Kingdom, please note
that General
Mills, Inc. with registered address at One General Mills
Boulevard, Minneapolis, MN 55426-1347, is the controller
responsible for the processing of the Participant’s personal data in
connection with the Agreement and the Plan.
14
(a)
Data
Collection and Usage.
The Company collects,
processes, uses and
transfers certain personally-identifiable
information about the
Participant, specifically, the Participant’s name,
home address and telephone number, email
address, date of birth, social insurance, passport number or
other identification number, salary, nationality, job title,
any shares of Stock or directorships held in the Company or
any affiliated company, details of all Performance Stock
Units or any other entitlement
to shares of Stock awarded, canceled, exercised, settled, vested,
unvested or outstanding
in the
Participant’s favor, which
the Company receives
from the Participant
or the Employer
(the “Data”). The
Company collects, processes and uses the
Data for the purposes of performing its contractual obligations under this
Agreement,
implementing, administering and managing the
Participant’s participation in
the Plan and facilitating
compliance with applicable tax and securities law.
If the Participant is based
in the EU, EEA or United Kingdom, the legal
basis for the processing of the Data by the
Company
is the necessity
of the processing
for the Company to
perform its contractual
obligations under this
Agreement
and the Plan and
the Company’s legitimate
business interests of
managing the Plan, administering
employee equity awards and complying with its
contractual and statutory obligations.
If the Participant
is based in any other jurisdiction, the legal basis for the
processing of the Data by the Company is
the Participant’s consent as further described below.
(b)
Stock
Plan Administration
Service Providers. The
Company transfers Data
to E*TRADE Financial Corporate
Services, Inc. (including
its affiliated companies), an independent service
provider which assists the Company with
the implementation, administration
and management of the Plan. In the
future, the Company may select a different
service
provider, which will
in a similar
manner, share Data
with such service
provider. The Company’s service
provider will maintain
an account for the Participant to administer the
Performance Stock Units. The processing of
Data
will take place
through both electronic
and non-electronic means.
Data will only be
accessible by those
individuals requiring access to it for purposes of
implementing, administering and operating the Plan.
(c)
International
Data Transfers. The Company and its service
providers are based in the United States
and India. The
Participant’s country or jurisdiction may have
different data privacy laws and protections than the United States and
India.
An appropriate level
of protection can
be achieved by
implementing safeguards such
as the Standard
Contractual Clauses adopted by the EU Commission.
If the Participant is based in any other jurisdiction, the Data will be transferred from the
Participant’s jurisdiction to
the
Company and onward from the
Company to any of its service
providers based on the Participant’s consent, as
further described below.
(d)
Data
Retention. The Company will use the Data only as long as necessary to
implement, administer and manage the
Participant’s participation
in the Plan, or
as required to comply with
legal or regulatory obligations, including tax
and securities laws. When the
Company no longer needs the Data, the Company
will remove it from
its systems. If
the Company keeps
data longer, it would be to satisfy legal or regulatory
obligations and the Company’s legal basis
would be relevant laws or
regulations (if the Participant is in the EU, EEA or United
Kingdom) or the Participant’s
consent (if the
Participant is outside the EU, EEA or United Kingdom).
(e)
Data
Subject Rights. The
Participant may have
a number of rights
under data privacy
laws in the Participant’s
jurisdiction. Subject to the conditions set out in the
applicable law and depending on where the Participant is based,
such rights
may include the
right to (i)
request access to,
or copies of, the
Data processed by
the Company, (ii)
rectification
of incorrect Data,
(iii) deletion of
Data, (iv) restrictions
on the processing
of Data, (v) object
to the
processing of
Data for legitimate interests, (vi) portability of Data, (vii) lodge
complaints with competent authorities
in the
Participant’s jurisdiction, and/or to (viii) receive a list with the names and addresses of any potential recipients
of
Data. To receive clarification
regarding these rights or
to exercise these rights, the
Participant can contact HR
Direct.
(f)
Necessary
Disclosure of Personal
Data. The Participant
understands that providing
the Company with
Data is
necessary for the performance of the
Agreement and that the Participant’s refusal to provide the Data
would make it
impossible
for the Company to
perform its contractual
obligations and may
affect the Participant’s
ability to
participate in the Plan.
15
(g)
Declaration
of Consent (if
the Participant is
outside the EU, EEA
and United Kingdom).
The Participant hereby
unambiguously
consents to the
collection, use and
transfer, in electronic
or other form, of
the Data, as described
above and in any other grant materials, by and
among, as applicable, the Employer, the Company and any affiliated
company for the
exclusive purpose of implementing, administering and
managing the Participant’s participation in
the Plan. The Participant understands that the
Participant may, at any time, refuse or withdraw the
consents herein,
in
any case without cost, by contacting
HR Direct. If the Participant
does not consent or later seeks
to revoke the
Participant’s
consent, the Participant’s
employment status or
service with the
Employer will not
be affected; the
Participant’s consequence
of refusing or withdrawing consent
is that the Company would not
be able to award the
Participant
Performance Stock Units or any other
equity award to the Participant
or administer or maintain such
awards.
Therefore, the Participant understands that
refusing or withdrawing consent may affect
the Participant’s
ability
to participate in the Plan. For
more information on the consequences of
refusal to consent or withdrawal of
consent, the Participant should contact HR Direct.
10.
Clawback
. This Award is specifically made subject to the Company’s
Executive Compensation Clawback Policies.
11.
Insider
Trading; Market
Abuse Laws.
policy on
insider trading (to
the extent that it
is applicable to
the Participant), the
Participant further acknowledges that,
depending on the Participant’s or his or her broker’s country of
residence or where the shares of Stock are listed, the Participant
may be
subject to insider trading restrictions and/or market abuse
laws that may affect the Participant’s ability to accept, acquire,
sell or otherwise
dispose of shares of Stock, rights
to shares of Stock (e.g., Performance
Stock Units) or rights linked to the
value of shares of Stock, during such
times the Participant is considered to have “inside
information” regarding the Company
as defined
by the laws or regulations in the
Participant’s country. Local insider trading laws and
regulations may prohibit the
cancellation or
amendment of orders the Participant places
before he or she possessed inside
information. Furthermore, the
Participant could be
prohibited from (i) disclosing the inside
information to any third party (other
than on a “need to know”
basis) and (ii) “tipping” third parties or causing them otherwise
to buy or sell securities. The Participant understands that third
parties include
fellow employees. Any
restriction under these
laws or regulations
are separate from
and in addition to
any
restrictions that may be imposed under any applicable Company insider trading
policy. The Participant acknowledges that it is
the Participant’s
responsibility to comply with any applicable restrictions, and that the Participant should therefore consult the
Participant’s personal advisor on this matter.
12.
Electronic
Delivery.
The
Participant agrees, to the
fullest extent permitted
by law, in lieu of
receiving documents in paper
format, to
accept electronic delivery
of any documents
that the Company and
its Subsidiaries or
affiliated companies may
deliver in connection with this grant and any other grants offered by the
Company, including prospectuses, grant notifications,
account statements, annual
or quarterly reports, and other communications. Electronic delivery of a document may be made via
the Company’s email system or by reference to a location on the Company’s intranet or website or a website of the
Company’s
agent administering the Plan.
By accepting this grant, whether electronically
or otherwise, the Participant hereby consents to
participate in the Plan through such system, intranet, or website, including but not limited to the use of electronic signatures or
click-through electronic acceptance of terms and conditions.
13.
English
Language.
The Participant acknowledges and agrees that it is the Participant’s express intent that this Agreement and
the Plan and all
other documents, notices and legal proceedings
entered into, given or instituted pursuant to the Performance
Stock Units be drawn up in
English. To the extent the Participant has been
provided with a copy of this Agreement, the Plan,
or any other documents
relating to this Award in a language other than
English, the English language documents will prevail
in case of any ambiguities or divergences as a result of
translation.
14.
Addendum.
Notwithstanding any provisions
in this Agreement, the Performance Stock
Units shall be subject to any special
terms and
conditions set forth
in the Country-Specific
Addendum to this
Agreement (the “Addendum”).
Moreover, if the
Participant transfers to one of the countries included in such Addendum, the special terms and conditions for such country will
apply to the Participant, to the extent the Company determines that the application of such terms
and conditions is necessary or
advisable to comply with local law or facilitate
the administration of the Plan (or the Company may establish alternative terms
and conditions as may be necessary or advisable to
accommodate the Participant’s transfer). The Addendum constitutes part of
this Agreement.
15.
Not a
Public Offering
. The
award of the Performance Stock Units is not
intended to be a public offering of securities
in the
Participant’s country
of employment (or country of residence,
if different). The Company has not
submitted any registration
statement,
prospectus or other filings with the local securities authorities
(unless otherwise required under local law), and the
award of the
Performance Stock Units is not subject to the
supervision of the local securities authorities.
No employee of the
16
Company or any
of its Subsidiaries or affiliated companies
is permitted to advise the Participant
on whether he/she should
participate in
the Plan. Acquiring shares of
Stock involves a degree of
risk. Before deciding to
participate in the Plan, the
Participant should carefully consider all risk factors relevant to the acquisition of shares of Stock under the Plan and
carefully
review all of
the materials related to the Performance
Stock Units and the Plan. In
addition, the Participant should consult
with his/her personal advisor for professional
investment advice.
16.
Repatriation;
Compliance with
Law
. The
Participant agrees to
repatriate all
payments attributable to
the shares of Stock
and/or cash acquired under the Plan
in accordance with applicable foreign exchange rules and
regulations in the Participant’s
country of
employment (and country of residence, if different). In addition,
the Participant agrees to take any and all actions,
and consent
to any and all
actions taken by the
Company and any of
its Subsidiaries and
affiliated companies, as
may be
required
to allow the Company and any
of its Subsidiaries and affiliated companies
to comply with local laws, rules and/or
regulations in the
Participant’s country of employment (and country of residence,
if different). Finally, the Participant agrees
to take any and all
actions as may be required to
comply with the Participant’s personal
obligations under local laws, rules
and/or regulations in the Participant’s country of employment and country
of residence, if
different).
17.
Imposition
of Other
Requirements
. The
Company reserves the
right to impose
other requirements on
the Participant’s
participation in the Plan, on the
Performance Stock Unit, and on any shares of Stock acquired under the Plan, to the extent the
Company determines it is necessary or advisable
for legal or administrative reasons, and to require the Participant to sign
any
additional agreements or undertakings that may be necessary to
accomplish the
foregoing.
18.
Committee’s
Powers
. No provision contained in this Agreement
shall in any way terminate, modify or alter, or be construed
or interpreted as
terminating, modifying or altering any of
the powers, rights or authority vested
in the Committee or, to the
extent delegated, in its delegate, pursuant to
the terms of the Plan or resolutions adopted in furtherance of the Plan,
including,
without limitation,
the right to
make certain determinations
and elections with respect to
the Performance Stock Unit. Any
dispute regarding
the interpretation of
this Agreement or
the terms of the
Plan shall be
submitted to the
Committee or its
delegate who
shall have the
discretionary authority to
construe the terms
of this Agreement,
the Plan, and all
documents
ancillary to
this Award. The decisions of the Committee or its
delegate shall be final and binding and any reviewing court of
law or other
party shall defer to its decision, overruling
if, and only if, it is arbitrary
and capricious. In no way is it intended
that this review standard subject the Plan or Award to the U.S. Employee
Retirement Income Security
Act.
19.
Binding
Effect
.
This Agreement shall
be binding upon and
inure to the
benefit of any
successors to the
Company and all
persons lawfully claiming under the
Participant.
20.
Governing
Law and Forum
. Without limiting the effect of section 16, this Agreement shall be governed
by, and construed in
accordance with, the laws of the State of Delaware without
regard to principles of conflict of
laws.
21.
Severability
. The provisions
of this Agreement are severable and
if any one or more of
the provisions are determined to be
illegal or
otherwise unenforceable, in whole or
in part, the Agreement shall
be reformed and
construed so that it would be
enforceable to the
maximum extent legally possible, and if
it cannot be so reformed and
construed, as if such unenforceable
provision, or part thereof, had never been contained
herein.
22.
Waiver
. The waiver by the Company with
respect to Participant’s (or any other
participant’s) compliance with any provision
of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent
breach by such party of a provision of this
Agreement.
A
copy of the Plan and the Prospectus to the General Mills, Inc. 2022 Stock
Compensation Plan is available on G&Me by searching
“2022 Stock
Compensation Plan”. A copy of the Company’s latest Annual Report on Form 10-K is also available on the Company’s
website at www.generalmills.com under Investor Information/Annual
Reports.
GENERAL MILLS, INC.
1
Exhibit 10.2
GENERAL MILLS, INC.
STOCK OPTION AWARD AGREEMENT
OPTIONEE:
[Officer]
PERNR:
This Award is made under the General Mills, Inc. 2022 Stock Compensation Plan (the "Plan"), and is
subject to the terms
and conditions
contained in the Plan document and this Stock
Option Award Agreement (“Agreement”). The Optionee:
(i) acknowledges receipt of a copy of the Plan and Plan
prospectus, (ii) represents that the Optionee has carefully read and
is
familiar with the provisions of this Agreement and the
Plan, and (iii) hereby accepts the Stock Option subject
to all of
the terms and
conditions set forth herein, and in the Plan. If the Optionee
does not wish to receive the Stock Option and/or
does not consent and agree to the terms and conditions on which
the Stock Option is offered, as set forth in this Agreement
and the Plan, then the Optionee must reject this Award via the website of the Company’s designated
broker, no later than
60 days
following the Grant
Date. If the
Optionee rejects this
Award, this Award
will immediately be
forfeited and
cancelled. The Optionee’s exercise of
this Award will also constitute the Optionee’s acceptance of this Award and
all terms
and conditions of this
Award, as set forth in this Agreement and the Plan.
THIS
AWARD, dated on the below Grant
Date, is made by General Mills,
Inc., (the "Company"), and made to
the person
named above (the "Optionee" or referred
to as “I”, “you”, or “my”) (“Award”).
1.
Award of Stock
Option
. The Company grants to
the Optionee under the Plan the following non-qualified
option to purchase
the Company's
common stock, par value USD 0.10 per share (“Common
Stock”). The option granted pursuant to this Agreement
is referred to as the “Stock Option” and subject to the terms in this
Agreement. Except as otherwise defined herein, capitalized
terms shall have the
same meanings ascribed to them under the Plan.
Grant Date:
Expiration Date:
Option
Shares:
Exercise price per
share:
Type of Stock Option:
2.
Vesting
of Stock Option;
Forfeiture.
(a)
Vesting
Schedule
. The Stock Option shall vest and become exercisable in tranches, each tranche having its own 12
month vesting period occurring consecutively, starting on the Grant
Date.
Tranche
Scheduled Date Exercisable
(b)
Forfeiture
of Stock Option
.
The Optionee acknowledges that the Stock
Options granted hereunder are subject to
forfeiture, and/or
limited exercise period,
if the Optionee’s
employment with the
Company or any Subsidiary
terminates under certain circumstances, as herein
provided.
(i)
Resignation
or Termination for
Cause.
affiliated companies
is terminated at any time prior
to the Expiration Date by
either (i) resignation, or (ii) a
discharge due to Optionee’s illegal activities,
poor work performance, misconduct or violation of the Company’s
Code of Conduct,
policies or practices, then, to the
extent the Option Shares are vested as
of the Termination
Date, they
shall expire three (3) months after the Termination Date (but in no
event beyond the Expiration Date);
and, if and to the extent
the Option Shares are not vested as of the Termination Date, the unvested portions shall
for no consideration be cancelled
and forfeited immediately with no ability to be exercised.
For the avoidance
of doubt,
“Termination Date” for purposes of this Award will be deemed to occur as of the date Optionee is no
2
longer actively
providing services as
an employee, unless
otherwise determined by the
Company in its sole
discretion, and
no vesting shall
continue during any
notice period that
may be specified
under contract or
applicable law with respect to such termination,
including any “garden leave” or similar period, except as may
otherwise be permitted in the Company’s sole discretion.
(ii)
Involuntary
Termination.
companies terminates involuntarily at the initiation of the Company for
any reason other than specified in Plan
Section
11
(
Change
in Control
),
or (i), (iv)
or (v) in this
section 2, and
only upon the
execution (without
revoking) of an effective general legal release and
such other documents as are satisfactory to the Company, the
unvested
Restricted Stock Units that are in the tranche with a Scheduled
Vesting Date within 12 months of the
Termination Date shall vest, in an amount equal to the pro-rata amount based on employment completed during
the relevant 12 month tranche vesting period. All other unvested Restricted
Stock Units shall be forfeited as of
the
Termination Date. All Restricted Stock Units that vest under this paragraph
shall be paid on the respective
Scheduled
Vesting Date otherwise applicable to such
tranche.
(iii)
Death.
any applicable
vesting period, this Award shall
become fully vested and exercisable upon
death and may be
exercised by the
person designated as such Optionee’s beneficiary
or beneficiaries or, in the absence
of such
designation, by the Optionee’s estate.
The Stock Option shall remain exercisable until the Expiration Date.
(iv)
Retirement.
completion of
at least five (5)
years of Company
service, this Award’s
tranches shall continue
to vest and
become exercisable on each respective Scheduled Date Exercisable, remaining
exercisable until the Expiration
Date. Notwithstanding the above, if the
Termination Date is within twelve months of the Grant Date, the Award
shall
vest on a pro rata basis based on employment completed since grant prior to
the Termination Date within
the first year
after Grant Date and shall be
exercisable until the Expiration Date beginning
on the Scheduled
Date Exercisable for the tranche to which the option belongs.
The terms of this paragraph (iv) shall not apply to
an Optionee who, prior
to a Change of Control, is terminated for
cause as described in (b)(i) above; said Optionee
shall be treated as provided in (b)(i).
(v)
Spin-offs
and Other Divestitures.
or spin-off of
a line of business or other
activity of the Company, the
Committee, in its sole discretion, shall
determine the conversion, vesting, or other treatment of the Stock Option.
3.
Exercise of the Option.
(a)
Method of
Exercise
. Optionee may exercise the vested portion of the Stock Option
(provided the Fair Market Value
of the
shares of Common Stock exercised exceeds the exercise price)
prior to the Expiration Date of the Stock Option
or such earlier date indicated hereunder by delivering a notice of exercise in
such form as may be designated by the
Company from time to time, or making the
required electronic election with the Company’s designated broker, and
paying the
exercise price and any Tax -Related
Items (as defined in section 5
below) and costs to the Company’s
stock plan
administrator or such
other person as
the Company may
designate, together with
such additional
documents as the Company may then require pursuant to the
terms of the Plan.
(b)
Method
of
Payment
. Payment
of the exercise
price may be made
by one of the
methods available under the
Company’s exercise procedures, which may include:
(i)
Payment by cash or
check.
(ii)
Payment by
transfer to the Company of whole shares of Common Stock Optionee already owns having a Fair
Market Value determined at the time of exercise of the Stock Option equal
to, but not exceeding, the exercise
price and any
Tax-Related Items; and
(iii)
A “same day
sale” transaction pursuant to which a third party (engaged by you or the Company) loans funds
to you to enable
you to purchase shares of Common Stock
and pay any Tax -Related Items, and then sells a
3
sufficient number of
the exercised shares of Common Stock on
your behalf to enable you to
repay the loan
and any fees. The remaining shares of Common Stock and/or cash
are then delivered by the third party to the
Optionee.
The Company may suspend, or eliminate, various forms of
permissible payment of the exercise price from time to time
in its sole discretion. Further, notwithstanding any provision
within this Agreement to the contrary, if the Optionee is
a resident or
provides services outside of the United
States, the Committee may require that
the Optionee (or in the
event of the Optionee’s death, his or her legal
representative, as the case may be) exercise the Stock Option in a method
other than as
specified above, may require the Optionee
to exercise the Stock Option only
by means of a “same day
sale” transaction (either a “sell-all”
transaction or a “sell-to-cover” transaction) as it
determines in its sole discretion,
or may require the Optionee to sell any
shares of Common Stock the Optionee acquires under the Plan immediately or
within a specified period following the Optionee’s
termination of employment with the Company or any Subsidiary or
affiliated companies (in which case,
the Optionee hereby agrees that the Company shall have the authority to
issue sale
instructions in relation to such shares on the
Optionee’s behalf).
(c)
Responsibility
for Exercise.
The Optionee
is responsible for
taking any and all
actions as may be
required to
exercise the Stock Option in a timely manner
and for properly executing any such documents as may be required for
exercise in
accordance with such
rules and procedures
as may be
established from time
to time. The Optionee
acknowledges that information
regarding the procedures and requirements for
the exercise of the Stock Option is
available to the
Optionee on request. Neither the Company
nor any Subsidiary or affiliated companies
shall have
any duty or obligation to notify you of the Expiration Date of the
Option.
4.
Non-Transferability.
of,
or otherwise transferred, unless otherwise provided
in the Plan or
this Agreement. Upon any attempt
to transfer, assign,
pledge, hypothecate or otherwise dispose of the Stock Option or of
such rights contrary to the provisions hereof or in the Plan,
the Stock Option and such rights shall immediately become null and void.
5.
Withholding
of Tax
.
The Optionee acknowledges
that, regardless of
any action taken
by the Company or,
if different, the
Subsidiary
or affiliated company that employs the
Optionee (the “Employer”), the ultimate liability for
all income tax, social
contributions, payroll
tax, fringe benefits tax, payment on
account, hypothetical tax
or other tax-related items
related to the
Optionee’s participation in the Plan and legally applicable to the Optionee
or deemed by the Company or the Employer in their
discretion to be an
appropriate charge to the Optionee even if legally applicable to the Company or the Employer (“Tax-Related
Items”), is
and remains the
Optionee’s responsibility and
may exceed the amount actually
withheld by the Company or the
Employer, if any. The
Optionee further acknowledges that the Company
and/or the Employer (a) make no representations or
undertakings regarding the
treatment of any Tax-Related Items in
connection with any aspect of the Stock Option, including,
but not limited
to, the grant, vesting, exercise and
the subsequent sale of shares of
Common Stock acquired pursuant to such
vesting and exercise
and the receipt of any dividends;
and (b) do not commit to and
are under no obligation to
structure the
terms
of the grant or any aspect
of the Stock Option to reduce
or eliminate the Optionee’s liability
for Tax-Related Items or
achieve any particular tax result. Further, if the Optionee is subject to
Tax -Related Items in more than one jurisdiction between
the Grant Date and the
date of any relevant taxable or tax withholding event, as applicable, the Optionee acknowledges that the
Company and/or
the Employer (or former employer, as
applicable) may be required to withhold
or account for Tax-Related
Items in more than one
jurisdiction.
Prior to
the relevant taxable
or tax withholding
event, as applicable,
the Optionee agrees
to make adequate arrangements
satisfactory to the Company and/or the Employer to satisfy all Tax -Related
Items. In this regard, unless otherwise approved by
the Committee, the Company
shall satisfy the obligations with regard to all Tax -Related Items by
one or a combination of the
following: (i) withholding from the Optionee’s wages or other cash
compensation paid to the Optionee by the Company and/or
the Employer; (ii)
withholding from the shares of Common Stock to be delivered upon settlement of the Stock Option
or other
awards granted to the Optionee or (iii) permitting the Optionee to
tender to the Company cash or, if allowed by the Committee,
shares of Common Stock.
Depending on the withholding method, the Company may withhold or account for
Tax-Related Items by considering applicable
statutory withholding
rates (as determined
by the Company in
good faith and in
its sole discretion)
or other applicable
withholding rates, including maximum applicable rates, in which case
the Optionee will receive a refund of any over-withheld
amount and will have no entitlement to the share equivalent. If the obligation for
Tax -Related Items is satisfied by withholding
from the shares
of Common Stock to be delivered upon vesting of the Stock Option,
for tax purposes, the Optionee is deemed
to have been issued the full number of shares of Common Stock subject to the
Stock Option, notwithstanding that a number of
shares
of Common Stock
are held back solely
for the purpose of paying the
Tax -Related Items. The Optionee will
have no
further rights with respect to any shares of Common Stock that are
retained by the Company pursuant to this provision.
4
The Optionee
agrees to pay to
the Company or the
Employer any amount
of Tax-Related Items
that the Company or
the
Employer may
be required to
withhold or account
for as a result
of the Optionee’s
participation in the
Plan that cannot be
satisfied by the means previously described. The Company may refuse to issue or deliver shares of Common Stock or proceeds
from the sale of shares of Common
Stock until arrangements satisfactory to the Company have been made
in connection with
the Tax-Related
Items.
6.
Restrictive Covenants; Confidential Information; Work
Products.
The Optionee agrees to cooperate with the Company in
any way needed in order to comply with, or fulfill
the terms of the Plan and this Grant document. As a term and condition of
this Grant, Optionee agrees to the following terms:
a.
I agree to use General
Mills Confidential Information only as needed in the performance of my duties, to hold
and protect such
information as confidential to the Company, and
not to engage in any unauthorized use or
disclosure of such information for so long as
such information qualifies as Confidential Information. I agree
that after my employment with the Company terminates for any reason, including “retirement” as that term is
used in the Plan, I will not use or disclose, directly or indirectly,
Company Confidential Information or trade
secrets for any purpose, unless I get
the prior written consent of my manager to do
so.
This document
does not prevent
me from filing a
complaint with a
government agency (including the
Securities and Exchange Commission, Department
of Justice, Equal Employment Opportunity Commission
and others) or
from participating in an
agency proceeding. This
document also does
not prevent me from
providing an agency with information, including this document, unless
such information is legally protected
from disclosure
to third parties. I do not need prior company
authorization to take these actions, nor must I
notify the company I have done so.
Also, as provided in 18 U.S.C. 1833(b), I cannot be held criminally or civilly liable under any federal or state
trade secret law for making a trade secret disclosure: (A) in
confidence to a federal, state, or local government
official, either directly
or indirectly, or to an
attorney, solely for the purpose of
reporting or investigating a
suspected violation of law; or (B)
in a complaint or other document filed in a lawsuit or other
proceeding, if
such filing is made under seal.
General Mills Confidential Information means any non-public information I create, receive, use
or observe in
the
performance of my job at General Mills, including trade
secrets. Examples of Confidential Information
include marketing,
merchandising, business plans,
business methods, pricing,
purchasing, licensing,
contracts, employee,
supplier or customer
information, customer, vendor
or partner client
or contact lists,
financial data,
technological developments, manufacturing
processes and specifications,
product formulas,
ingredient specifications, software code, and all other
proprietary information which is not publicly available
to others.
Prior to
leaving the Company,
I agree to return
all materials in
my possession containing Confidential
Information, as
well as
all other documents and
other tangible items
provided to me
by General Mills, or
developed by me in connection with my employment with the Company.
b.
I
agree to promptly
tell General Mills
about any ideas,
concepts, improvements, designs, inventions,
discoveries, and
creative works (collectively,
“Work Product”) which
I conceive or
create during my
employment with General Mills which relate to General Mills’ businesses.
I further agree to immediately, automatically and irrevocably assign, and
hereby do assign, to General Mills
any and all intellectual property rights in and to such
Work Product, and all such intellectual property rights
shall be solely and
exclusively owned by General Mills. “Intellectual property rights” means patent rights,
copyrights, trade secret rights, trade dress rights, trademark rights and all
comparable rights throughout the
world.
During my employment with General Mills and anytime thereafter, I will take all
necessary steps, at
General Mills’ request and expense, but without further compensation to me, to execute
any instruments
necessary to enable General Mills or General Mills’
nominee to register intellectual property rights
throughout the world.
5
After I leave General Mills, I agree to help General Mills in every way possible
in any government or legal
proceedings pertaining to any General Mills
intellectual property rights.
c.
[
This
Section 6.c. does not apply to California, Colorado, Minnesota, and
Washington -based employees.
] I
agree that for
one year after I leave
the Company, including retiring from
the Company, I will not work on
any product,
brand category, process,
or service: (A) on
which I worked, or
about which I had
access to
Confidential Information,
in the year
immediately preceding my
termination (including retirement) from
General Mills, and (B) which
competes with General Mills products, brand categories, processes,
or related
services.
d.
I agree that for
one year after I leave General Mills, including retiring from the Company, I will refrain from
directly or indirectly soliciting Company employees for the purpose of hiring them or inducing them to leave
their employment with the Company.
e.
I agree that after
I leave General Mills, including retiring from the Company, I will
indefinitely refrain from
using Company
client or contact
lists, and for two
years I will
refrain from soliciting
the Company’s
customers.
A breach
of the obligations
set forth in this
paragraph may result
in the rescission
of the Grant,
termination and
forfeiture
of any unvested or un-exercised Options,
and/or required payment to Company of
all or a portion of any
monetary gains acquired by Optionee as
a result of the Grant, unless the Grant vested and was settled
more than four
(4) years prior to the
breach. The foregoing remedies are in addition to, and not in lieu of injunctive
relief and/or any
other legal or equitable remedies available under applicable
law.
7.
Nature of
Grant
. In accepting the Stock Option, the Optionee acknowledges and agrees that:
(a)
the
Plan is established
voluntarily by the
Company, it is
discretionary in nature
and it may be
modified,
amended, suspended
or terminated by the
Company, in its
sole discretion, at
any time (subject to
any
limitations set forth in the Plan);
(b)
the grant of the Stock
Option is voluntary and occasional and does not create any contractual or other right to
receive future grants
of stock options, or benefits in lieu of stock options,
even if stock options or other awards
have been granted in the past;
(c)
all decisions with
respect to future awards, if any, will be at the sole discretion of the Company;
(d)
the Optionee’s
participation in the Plan is voluntary;
(e)
the
Stock Option and the
Optionee’s participation in the Plan
shall not create a right to
employment or be
interpreted as
forming an employment
contract with the
Company or any of
its Subsidiaries or affiliated
companies and shall not interfere with the ability of
the Company or the Employer, as applicable, to terminate
the Optionee’s employment relationship (as otherwise may be permitted
under local law);
(f)
unless otherwise
agreed with the Company, the Stock Option and any shares of Common Stock
acquired upon
vesting and
exercise of the
Stock Option, and
the income from
and value of same,
are not granted as
consideration for, or
in connection with, any service the
Optionee may provide as a director
of any of any
Subsidiary or affiliate of the Company;
(g)
the Stock Option
and any shares of Common Stock acquired under the Plan
and the income and value of same,
are not
part of normal or
expected compensation for
purposes of calculating
any severance, resignation,
termination, redundancy,
dismissal, end-of-service payments,
bonuses, long-service awards,
pension or
retirement or welfare benefits or similar payments and in no
event should be considered as compensation for,
6
or relating in any
way to, past services for
the Company, the Employer or
any Subsidiary or affiliate of the
Company;
(h)
the
future value of the shares of
Common Stock underlying the Stock Option
is unknown, indeterminable,
and cannot be predicted with
certainty;
(i)
if the underlying
shares of Common Stock do not increase in value, the Stock Option will have no
value;
(j)
upon
exercise of the Stock Option, the
value of such shares of Common Stock
may increase or decrease in
value, even below the exercise price;
(k)
no claim or
entitlement to compensation or damages shall arise from forfeiture of the Stock
Option resulting
from termination
of the Optionee’s employment (for any reason whatsoever and whether
or not in breach of
local labor laws
or later found invalid) and, in consideration of the Stock Option, the
Optionee agrees not to
institute any claim against the Company or the Employer;
(l)
the
Stock Option and the
rights evidenced by this
Agreement do not
create any entitlement not otherwise
specifically provided for in the Plan to have
the Stock Option transferred to, or assumed by, another company,
nor to be exchanged, cashed out or substituted for, in connection with any
corporate transaction affecting the
shares of Common Stock; and
(m)
neither
the Company nor
any of its
Subsidiaries or affiliated
companies shall be
liable for any foreign
exchange rate fluctuation between the Optionee’s local currency and the U.S. dollar that may affect the value
of the Stock Option or
any amounts due to the Optionee pursuant to the
exercise of the Stock Option or the
subsequent sale of any shares of Common Stock acquired upon exercise of the
Stock Option.
8.
Data
Privacy
.
If the Optionee would like to participate in the Plan, the
Optionee will need to review the information provided
in this Section 8 and, where applicable, declare the
Optionee’s consent to the processing of personal data by the Company and
the third parties stated
below.
If the
Optionee is based in the European Union (“EU”),
European Economic Area (“EEA”) or United Kingdom, please note
that General Mills, Inc. with registered address at One
General Mills Boulevard, Minneapolis, MN 55426-1347, U.S.A., is the
controller responsible for the processing of the
Optionee’s personal data in connection with the Agreement and the Plan.
(a)
Data
Collection and Usage.
The Company collects,
processes, uses and
transfers certain
personally-
identifiable information about the
Optionee, specifically, the Optionee’s name, home
address and telephone
number,
email address, date
of birth, social
insurance, passport number
or other identification number,
salary,
nationality, job title,
any shares of
Stock or directorships
held in the
Company or any affiliated
company, details of all Stock Options
or any other entitlement to shares of Stock
awarded, canceled, exercised,
settled,
vested, unvested or
outstanding in the
Optionee’s favor, which
the Company receives
from the
Optionee or the Employer (the
“Data”). The Company collects, processes and uses the Data for the purposes
of performing its contractual
obligations under this Agreement, implementing, administering and managing
the Optionee’s participation in the Plan and
facilitating compliance with applicable tax and securities
law.
If the Optionee is based in the EU, EEA or United
Kingdom, the legal basis for the processing of the Data by
the Company is the necessity of the
processing for the Company to perform its contractual obligations under
this
Agreement and the
Plan and the
Company’s legitimate business
interests of managing
the Plan,
administering employee equity awards
and complying with its contractual and statutory
obligations.
If
the Optionee is based in any other jurisdiction,
the legal basis for the processing of the
Data by the Company
is the
Optionee’s consent as further described below.
(b)
Stock
Plan Administration Service Providers. The Company transfers Data to
E*TRADE Financial Corporate
Services, Inc. (including
its affiliated companies), an independent service provider which assists the
Company
with the implementation, administration and management of the
Plan. In the future, the Company may select
a
different service provider,
which will in a
similar manner, share
Data with such
service provider. The
7
Company’s service provider
will maintain an account for the Optionee to administer the
Stock Options. The
processing
of Data will take
place through both
electronic and non-electronic
means. Data will
only be
accessible
by those individuals
requiring access to
it for purposes of
implementing, administering and
operating the Plan.
(c)
International
Data Transfers. The Company and its service providers are based in
the United States and India.
The Optionee’s country or jurisdiction may have
different data privacy laws and protections than the United
States and India. An appropriate level of protection can be
achieved by implementing safeguards such as the
Standard Contractual Clauses adopted
by the EU Commission.
If the Optionee
is based in any other jurisdiction, the Data will be transferred from the
Optionee’s jurisdiction
to the
Company and onward
from the Company to
any of its service
providers based on
the Optionee’s
consent, as further described
below.
(d)
Data
Retention. The Company
will use the Data
only as long as
necessary to implement,
administer and
manage
the Optionee’s participation
in the Plan, or
as required to
comply with legal
or regulatory
obligations,
including tax and securities laws. When the
Company no longer needs the Data, the Company
will remove it from
its systems. If the Company keeps data
longer, it would be to satisfy legal or regulatory
obligations and the
Company’s legal basis would
be relevant laws
or regulations (if the Optionee
is in the
EU,
EEA or United Kingdom) or the
Optionee’s consent (if the Optionee is
outside the EU, EEA or United
Kingdom).
(e)
Data
Subject Rights. The Optionee may have a
number of rights under data privacy laws
in the Optionee’s
jurisdiction.
Subject to the conditions set out in the applicable
law and depending on where the Optionee is
based,
such rights may
include the right
to (i) request
access to, or
copies of, the Data
processed by the
Company, (ii) rectification of incorrect Data, (iii) deletion
of Data, (iv) restrictions on the processing of Data,
(v) object to
the processing of Data for
legitimate interests, (vi) portability of
Data, (vii) lodge complaints
with competent authorities
in the Optionee’s jurisdiction, and/or to
(viii) receive a list with
the names and
addresses of
any potential recipients of
Data. To receive clarification
regarding these rights or to exercise
these rights, the Optionee can contact HR Direct.
(f)
Necessary
Disclosure of Personal Data. The Optionee understands that providing the Company with Data is
necessary for the
performance of the Agreement and
that the Optionee’s refusal
to provide the Data would
make it
impossible for the
Company to perform
its contractual obligations
and may affect the
Optionee’s
ability to participate in the Plan.
(g)
Declaration
of Consent (if the Optionee is outside the EU, EEA and United
Kingdom). The Optionee hereby
unambiguously
consents to the
collection, use and
transfer, in electronic
or other form, of
the Data, as
described above and in any other grant materials, by and
among, as applicable, the Employer, the Company
and any
affiliated company for
the exclusive purpose
of implementing, administering
and managing the
Optionee’s participation in the Plan. The Optionee
understands that the Optionee may, at any time, refuse or
withdraw
the consents herein, in any case
without cost, by contacting
HR Direct. If the Optionee
does not
consent or later seeks to revoke the
Optionee’s consent, the Optionee’s employment status or service with the
Employer will
not be affected; the
Optionee’s consequence of
refusing or withdrawing
consent is that the
Company would
not be able to award the
Stock Options to the Optionee or
any other equity award to the
Optionee
or administer or
maintain such awards.
Therefore, the Optionee
understands that refusing or
withdrawing consent may affect the Optionee’s ability to participate in the Plan. For more information on the
consequences of refusal to consent or withdrawal of
consent, the Optionee should contact HR Direct.
9.
Insider Trading; Market Abuse
Laws
. By participating in the Plan, the
Optionee agrees to comply with the Company’s policy
on insider trading (to the extent that it is applicable to the Optionee), the Optionee further acknowledges that, depending on the
Optionee’s or his
or her broker’s country of residence
or where the shares of Common
Stock are listed, the Optionee may be
subject to insider trading restrictions and/or market abuse laws
that may affect the Optionee’s ability to accept, acquire, sell or
otherwise dispose of
shares of Common Stock, rights to
shares of Common Stock (e.g., stock
options) or rights linked to the
value of shares
of Common Stock, during such times
the Optionee is considered to
have “inside information” regarding the
Company as
defined by the
laws or regulations
in the Optionee’s
country. Local insider
trading laws and
regulations may
prohibit the
cancellation or amendment
of orders the
Optionee places before
he or she
possessed inside information.
Furthermore, the
Optionee could be prohibited from (i)
disclosing the inside information to
any third party (other than on a
“need to
know” basis) and
(ii) “tipping” third
parties or causing
them otherwise to
buy or sell
securities. The Optionee
understands that third parties include
fellow employees. Any restriction under these laws or regulations
are separate from and
8
in addition
to any restrictions
that may be
imposed under any
applicable Company insider
trading policy. The Optionee
acknowledges that it is
the Optionee’s responsibility to comply with
any applicable restrictions, and that the Optionee should
therefore consult the Optionee’s personal advisor on this
matter
10.
11.
Clawback
.
This Award is specifically made subject to the Company’s Executive Compensation Clawback Policies.
Electronic
Delivery
. The Optionee agrees, to the
fullest extent permitted by law, in lieu of receiving documents in
paper format,
to
accept electronic delivery of any documents
that the Company and its Subsidiaries
or affiliated companies may deliver in
connection with this
grant and any other grants offered
by the Company, including prospectuses, grant
notifications, account
statements, annual or
quarterly reports, and
other communications. Electronic
delivery of
a document may be
made via the
Company’s email
system or by reference to a
location on the Company’s intranet
or website or a website of
the Company’s
agent administering
the Plan. By accepting this
grant, whether electronically
or otherwise, the
Optionee hereby consents to
participate in the Plan through such system, intranet, or website, including but
not limited to the use of electronic signatures or
click-through electronic
acceptance of terms and conditions.
12.
English
Language
. The Optionee acknowledges and agrees that it is the Optionee’s express
intent that this Agreement and the
Plan
and all other documents, notices and
legal proceedings entered into, given or
instituted pursuant to the Stock Option be
drawn up
in English. To the
extent the Optionee
has been provided
with a copy of
this Agreement, the
Plan, or any other
documents relating to this Award in a language other than English, the English
language documents will prevail in case of any
ambiguities or divergences as a
result of translation.
13.
Addendum
.
Notwithstanding any provisions
in this Agreement, the Stock
Option shall be subject to
any special terms and
conditions set
forth in the
Country-Specific Addendum to
this Agreement (the
“Addendum”). Moreover, if
the Optionee
transfers to one of the countries included in such Addendum,
the special terms and conditions for such country will apply to the
Optionee, to
the extent the Company determines that the application of such terms
and conditions is necessary or advisable to
comply with local law or
facilitate the administration of the Plan (or the Company may
establish alternative terms and conditions
as may be necessary or advisable to accommodate the Optionee’s transfer).
The Addendum constitutes part of this Agreement.
14.
Not a Public
Offering
. The award
of the Stock Option is not
intended to be a public offering
of securities in the Optionee’s
country of
employment (or country
of residence, if
different). The Company
has not submitted
any registration statement,
prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the award of the
Stock Option is
not subject to the supervision of
the local securities authorities.
No employee of the Company
or any of its
Subsidiaries or
affiliated companies is
permitted to advise
the Optionee on
whether he/she should
participate in the Plan.
Acquiring shares of Common
Stock involves a degree of risk. Before
deciding to participate in the Plan, the Optionee should
carefully consider all risk factors relevant to the acquisition of shares of Common Stock under the Plan and carefully review all
of the materials related to the Stock Option and the Plan. In addition, the Optionee should consult with his/her personal advisor
for professional investment
advice.
15.
Repatriation; Compliance with
Law
. The Optionee
agrees to repatriate all payments attributable
to the shares of Common
Stock and/or
cash acquired under
the Plan in
accordance with applicable
foreign exchange rules
and regulations in the
Optionee’s country of employment (and country
of residence, if different). In addition, the Optionee agrees to take any
and all
actions, and consent to any and all actions
taken by the Company and any of its Subsidiaries and affiliated
companies, as may
be required to allow
the Company and any of its Subsidiaries and affiliated companies to comply
with local laws, rules and/or
regulations
in the Optionee’s country of employment
(and country of residence,
if different). Finally, the
Optionee agrees to
take any
and all actions as may be required to comply
with the Optionee’s personal obligations under local
laws, rules and/or
regulations in the
Optionee’s country of employment and country of residence, if different).
16.
Imposition
of Other Requirements.
The Company
reserves the right
to impose other
requirements on the Optionee’s
participation in the Plan,
on the Stock Option, and on any shares of
Common Stock acquired under the Plan, to the extent the
Company determines it
is necessary or advisable for legal
or administrative reasons, and to require
the Optionee to sign any
additional agreements or undertakings that may be necessary to accomplish the
foregoing
.
17.
Committee’s Powers.
No provision contained in this
Agreement shall in any way terminate, modify or
alter, or be construed
or
interpreted as terminating, modifying or altering
any of the powers, rights or
authority vested in the
Committee or, to the
extent delegated, in its delegate,
pursuant to the terms of the Plan or resolutions adopted in
furtherance of the Plan, including,
without limitation,
the right to make certain determinations and
elections with respect to the Stock Option.
Any dispute regarding
the interpretation of this Agreement or the terms of the
Plan shall be submitted to the Committee or its delegate who shall have
the
discretionary authority to construe the terms of this Agreement,
the Plan, and all documents ancillary to this
Award. The
decisions of
the Committee or its delegate shall be final and binding
and any reviewing court of law or other party shall defer
9
to its decision, overruling if, and only if, it is arbitrary and capricious. In no way is it intended
that this review standard subject
the Plan or
Award to the U.S. Employee Retirement Income Security Act.
18.
Binding
Effect.
lawfully claiming under the Optionee.
19.
Governing Law and
Forum
. Without limiting the effect of section 16, this Agreement shall be
governed by, and construed in
accordance with, the laws of the State of
Delaware without regard to principles of conflict of laws.
20.
Severability
.
The provisions of this Agreement are
severable and if any one or
more of the provisions are determined
to be
illegal or
otherwise unenforceable, in
whole or in part,
the
Agreement shall be
reformed and construed
so that it would be
enforceable to the
maximum extent legally possible, and if
it cannot be so reformed and
construed, as if such unenforceable
provision, or part thereof, had never been contained herein.
21.
Waiver
.
The waiver by the Company with
respect to Optionee’s (or any other
optionee’s) compliance with any provision of
this Agreement shall
not operate or be construed as
a waiver of any other provision
of this Agreement, or of any subsequent
breach by such party of a provision of this Agreement
A copy of the Plan and the
Prospectus to the General Mills, Inc. 2022 Stock Compensation
Plan is available on G&Me by searching
“2022 Stock Compensation Plan”. A copy of the Company’s
latest Annual Report on Form 10-K is also available on the Company’s
website at www.generalmills.com under Investor Information/Annual
Reports.
GENERAL MILLS, INC.
10
GENERAL MILLS, INC.
STOCK OPTION AWARD AGREEMENT
OPTIONEE:
[CEO]
PERNR:
This Award is made under the General Mills, Inc. 2022 Stock
Compensation Plan (the "Plan"), and is subject to the terms
and conditions contained
in the Plan document and this
Stock Option Award Agreement (“Agreement”). The Optionee:
(i) acknowledges receipt of a copy of the Plan and Plan
prospectus, (ii) represents that the Optionee has carefully read and
is familiar with the provisions of this Agreement and the Plan, and
(iii) hereby accepts the Stock Option subject to all of the
terms and conditions
set forth herein, and in the
Plan. If the Optionee does not
wish to receive the Stock Option and/or
does not consent and agree to the terms and conditions on which the Stock Option is offered, as set forth in this
Agreement
and the Plan, then the Optionee must reject this
Award via the website of the Company’s designated broker, no later
than
60 days
following the Grant
Date. If the
Optionee rejects this
Award, this Award
will immediately be
forfeited and
cancelled. The Optionee’s exercise of this Award will
also constitute the Optionee’s acceptance of this Award and all terms
and conditions of this Award, as set forth in this Agreement
and the Plan.
THIS
AWARD, dated on the
below Grant Date, is
made by General Mills,
Inc., (the "Company"), and
made to the person
named above (the "Optionee" or referred to as “I”,
“you”, or “my”) (“Award”).
1.
Award of Stock
Option
. The Company grants to the Optionee under the Plan the following
non-qualified option to purchase the
Company's common stock, par value USD 0.10
per share (“Common Stock”). The option granted pursuant to this Agreement is
referred to as
the “Stock Option” and subject to
the terms in this Agreement. Except
as otherwise defined herein, capitalized
terms shall have the same meanings ascribed to them under the Plan.
Grant Date:
Expiration Date:
Option Shares:
Exercise Price per share:
Type of Stock Option:
2.
Vesting of Stock Option; Forfeiture of Stock
Option.
(a)
Vesting
Schedule
. The Stock
Option shall vest and become exercisable in tranches, each tranche
having its own 12
month vesting period occurring
consecutively, starting on the Grant
Date.
Tranche
Scheduled Date Exercisable
(b)
Forfeiture
of Stock Option
.
The Optionee acknowledges that the Stock
Options granted hereunder are subject to
forfeiture, and/or
limited exercise period,
if the Optionee’s
employment with the
Company or any Subsidiary
terminates under certain circumstances, as herein
provided.
(i)
Termination
for Cause.
Expiration Date
by a discharge due
to Optionee’s illegal
activities, poor work
performance, misconduct or
violation of the Company’s Code of Conduct, policies or practices, then, to the extent the Stock Option is vested
as of the
Termination Date, those tranches shall expire
three (3) months after
the Termination Date (but in no
event beyond
the Expiration Date);
and, if and to
the extent the
Stock Option is
not fully vested
as of the
Termination Date,
tranches not fully vested shall for
no consideration be cancelled
and forfeited immediately
with no ability to be exercised. For the avoidance
of doubt, “Termination Date” for purposes of this Award will
be deemed
to occur as of
the date Optionee is
no longer actively
providing services as
an employee, unless
otherwise determined
by the
Company in its sole
discretion, and no
vesting shall continue
during any notice
11
period that may be
specified under contract or applicable law
with respect to such termination, including any
“garden leave” or similar period, except as may otherwise be permitted in the
Company’s sole discretion.
(ii)
Involuntary
Termination/Early
Retirement.
involuntarily at the initiation of
the Company for any reason other than specified in Plan
Section 11, or (i), (iv)
or (v) herein or if
the Participant retires on or after
age 55 but before age 62,
and (A) if, and to the
extent, the
Award’s tranches are already
vested and exercisable on the Termination Date, they shall
remain exercisable for
the lesser of
one (1) year from the Termination Date, or until
the Expiration Date; and (B) if, and to the extent,
tranches of the Award are not vested,
solely the unvested tranche of the Award with a Scheduled Date Exercisable
within 12 months of
the Termination Date shall vest and
become exercisable as of the Termination Date, in an
amount equal
to the pro-rata
amount based on
actual employment completed
during the tranche’s
12 month
vesting period,
with such newly-exercisable
Stock Options remaining
exercisable for one
(1) year from the
Termination Date.
Stock Options that do not become vested
and exercisable based on the previous provisions
shall be forfeited
as of the Termination Date.
No Stock Options shall vest upon
involuntary termination under
this provision
without the execution
(without revoking) of
an effective general
legal release and
such other
documents as are satisfactory to the
Company.
(iii)
Death.
any applicable
vesting period, this
Award shall become
fully vested and
exercisable upon death
and may be
exercised by
the person designated as
such Optionee’s beneficiary or
beneficiaries or, in
the absence of such
designation, by the Optionee’s estate. The Stock Option shall remain
exercisable until the Expiration Date.
(iv)
Normal
Retirement.
tranches shall continue to vest and become
exercisable on each respective Scheduled Date Exercisable,
remaining
exercisable until the Expiration Date. Notwithstanding the above, if the Termination Date is within
twelve months of the Grant Date, the Award shall vest on a pro rata basis based
on employment completed
from Grant Date to the Termination Date within the
first year after Grant Date and shall be exercisable until the
Expiration Date beginning on the Scheduled Date Exercisable
for the tranche to which the option belongs.
Stock Options that do not become
vested and exercisable based on the previous provisions shall be forfeited as
of the
Termination Date.
(v)
Spin-offs
and Other Divestitures.
or spin-off of a line
of business or other activity
of the Company, the Committee, in
its sole discretion, shall
determine the conversion, vesting, or other treatment of the Stock Option.
3.
Exercise of the Option.
(a)
Method
of Exercise
. Optionee may exercise the vested portion of the Stock Option (provided the Fair
Market Value
of the shares of Common Stock exercised exceeds the
exercise price) prior to the Expiration Date of the Stock Option
by delivering
a notice of exercise in such form as may
be designated by the Company from time to time,
or making
the
required electronic election with
the Company’s designated broker, and
paying the exercise price and any
Tax-
Related Items (as defined in
section 5 below) and costs to the Company’s stock plan administrator
or such other person
as the Company may designate,
together with such additional documents as the Company may then require pursuant
to the terms of the Plan.
(b)
Method
of
Payment
. Payment
of the exercise
price may be made
by one of the
methods available under the
Company’s exercise procedures, which may include:
(i)
Payment by cash or
check.
(ii)
Payment by
transfer to the Company of whole shares of Common Stock Optionee already owns having a Fair
Market Value determined at the time of
exercise of the Stock Option equal to, but not exceeding, the exercise
price and any Tax-Related Items; and
12
(iii)
A “same
day sale” transaction pursuant to which a third party
(engaged by you or the Company) loans funds
to you to enable you
to purchase shares of Common Stock
and pay any Tax-Related Items,
and then sells a
sufficient number of the exercised shares of Common Stock on your behalf to
enable you to repay the loan and
any fees.
The remaining shares
of Common Stock
and/or cash are
then delivered by
the third party to
the
Optionee.
The
Company may suspend, or eliminate, various forms of permissible payment of the exercise price from time to time
in its sole discretion.
Further, notwithstanding any provision within this Agreement to the contrary, if the Optionee is a
resident or provides services outside of the United States, the Committee may require that the Optionee (or in the event
of the Optionee’s death, his or her legal representative, as the case may be) exercise the Stock Option in a method other
than as specified
above, may require the Optionee to
exercise the Stock Option only by
means of a “same day sale”
transaction (either a “sell-all” transaction or a “sell-to-cover”
transaction) as it determines in its sole discretion, or may
require the
Optionee to sell any shares of Common Stock the Optionee acquires under the Plan immediately or within a
specified period following the
Optionee’s termination of employment with the Company or any Subsidiary or affiliated
companies (in
which case, the
Optionee hereby agrees
that the Company
shall have the
authority to issue sale
instructions in relation to such shares on the
Optionee’s behalf).
(c)
Responsibility
for Exercise.
The Optionee is responsible for taking
any and all actions as may be required to exercise
the Stock Option in a timely manner and for properly executing any such
documents as may be required for exercise
in accordance with such rules and
procedures as may be established from time to time. The Optionee
acknowledges
that information regarding
the procedures and requirements for the
exercise of the Stock Option is
available to the
Optionee on
request. Neither the
Company nor any
Subsidiary or affiliated
companies shall have
any duty or
obligation to notify you of the Expiration Date of the
Option.
4.
Non-Transferability.
of, or
otherwise transferred, unless
otherwise provided in the
Plan or
this Agreement. Upon
any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose
of the Stock Option or of such rights contrary
to the provisions hereof or in the Plan,
the Stock Option and such rights shall immediately become null and void.
5.
Withholding
of Tax
.
The Optionee acknowledges
that, regardless of
any action taken by
the Company or, if
different, the
Subsidiary
or affiliated company that employs the
Optionee (the “Employer”), the ultimate liability
for all income tax, social
contributions, payroll
tax, fringe benefits
tax, payment on
account, hypothetical tax
or other tax-related
items related to the
Optionee’s participation in the Plan and
legally applicable to the Optionee or deemed by the Company or the Employer
in their
discretion to be an appropriate charge to the Optionee even if legally applicable to the Company or
the Employer (“Tax-Related
Items”), is
and remains the
Optionee’s responsibility and
may exceed the
amount actually withheld
by the Company or
the
Employer, if
any. The Optionee further acknowledges
that the Company and/or the Employer
(a) make no representations or
undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Option, including, but
not limited to, the grant, vesting, exercise and the subsequent sale of shares of Common Stock acquired pursuant to such vesting
and exercise and the receipt of any dividends; and (b) do not commit to and are
under no obligation to structure the terms of the
grant or any aspect
of the Stock Option to
reduce or
eliminate the Optionee’s liability
for Tax-Related Items or achieve any
particular tax result.
Further, if the Optionee is subject
to Tax-Related Items in more
than one jurisdiction between the Grant
Date and the date of any relevant taxable or tax withholding event, as
applicable, the Optionee acknowledges that the Company
and/or the Employer (or
former employer, as applicable) may be required to withhold or account for Tax -Related Items in more
than one
jurisdiction.
Prior to
the relevant taxable
or tax withholding
event, as applicable,
the Optionee agrees
to make adequate arrangements
satisfactory to the Company and/or
the Employer to satisfy all Tax-Related Items. In this
regard, unless otherwise approved by
the Committee, the
Company shall satisfy the obligations with
regard to all Tax -Related Items by
one or a combination of the
following: (i) withholding from the
Optionee’s wages or other cash compensation paid to the Optionee by
the Company and/or
the Employer;
(ii) withholding from the shares of Common Stock to
be delivered upon settlement of the Stock Option or other
awards granted to the Optionee or (iii) permitting the
Optionee to tender to the Company cash or, if allowed by the Committee,
shares of Common Stock.
Depending on the withholding method, the Company may withhold or account
for Tax-Related Items by considering applicable
statutory withholding rates (as determined
by the Company in good faith and in
its sole discretion) or other applicable withholding
rates, including maximum
applicable rates, in which case the Optionee will receive
a refund of any over-withheld amount and
will have no
entitlement to the share equivalent. If
the obligation for Tax -Related
Items is satisfied by withholding from the
shares of Common
Stock to be delivered upon vesting
of the Stock Option, for tax
purposes, the Optionee is deemed to have
been issued the full number of shares of Common Stock subject to the Stock Option, notwithstanding that a number of shares of
13
Common Stock are held back solely
for the purpose of paying the Tax -Related Items.
The Optionee will have no further rights
with respect to any shares of Common Stock that are retained by the
Company pursuant to this provision.
The Optionee
agrees to pay to the Company or the Employer
any amount of Tax-Related Items that the Company or the Employer
may be required to withhold or
account for as a result of the Optionee’s participation in the
Plan that cannot be satisfied by the
means previously described. The Company may refuse to issue or deliver shares
of Common Stock or proceeds from the sale of
shares of Common
Stock until arrangements satisfactory to the
Company have been made in connection
with the Tax -Related
Items.
6.
Restrictive Covenants; Confidential Information;
Work Product
. The Optionee agrees to cooperate with the Company in
any way needed in order to comply with, or fulfill the terms of the Plan and this
Grant document. As a term and condition of
this Grant, Optionee agrees to the following terms:
a.
I agree to use
General Mills Confidential Information only as needed in the performance of my duties, to hold
and
protect such information as confidential to
the Company, and not to
engage in any unauthorized use or
disclosure of such
information for so long as such
information qualifies as Confidential Information. I agree
that after my employment with the Company terminates for
any reason, including “retirement” as that term is
used in the Plan, I
will not use or disclose, directly
or indirectly, Company Confidential Information or trade
secrets for any purpose, unless I get the prior written consent of my
manager to do so.
This document
does not prevent me from filing a complaint with
a government agency (including the Securities
and Exchange Commission, Department of
Justice, Equal Employment Opportunity Commission and others)
or
from participating in an agency
proceeding. This document also does not
prevent me from providing an
agency with information, including this document,
unless such information is legally protected from disclosure
to third parties. I do not
need prior company authorization to take these actions, nor must I notify
the company
I have done so.
Also, as provided in 18 U.S.C. 1833(b), I cannot
be held criminally or civilly liable under any federal or state
trade secret law for making a trade secret disclosure: (A) in confidence to a federal, state, or local government
official, either
directly or indirectly, or to an
attorney, solely for the purpose of
reporting or investigating a
suspected violation of
law; or (B) in a complaint or
other document filed in a lawsuit or other
proceeding, if
such filing is made under seal.
General Mills Confidential Information means any non-public
information I create, receive, use or observe in
the performance of
my job at General Mills, including
trade secrets. Examples of Confidential Information
include marketing, merchandising, business plans, business methods, pricing, purchasing, licensing, contracts,
employee, supplier or customer information, customer, vendor or partner client
or contact lists, financial data,
technological
developments, manufacturing processes
and specifications, product
formulas, ingredient
specifications, software code, and all other
proprietary information which is not publicly available to others.
Prior to
leaving the Company,
I agree to return
all materials in
my possession containing Confidential
Information, as
well as all other
documents and other
tangible items provided
to me by General
Mills, or
developed by me in connection with my employment with the
Company.
b.
I
agree to promptly
tell General Mills
about any ideas,
concepts, improvements, designs, inventions,
discoveries, and
creative works (collectively,
“Work Product”) which
I conceive or
create during my
employment with General Mills which relate to General Mills’ businesses.
I further agree to immediately, automatically and irrevocably assign, and
hereby do assign, to General Mills
any and all intellectual property rights in and to such
Work Product, and all such intellectual property rights
shall be solely and
exclusively owned by General Mills. “Intellectual property rights” means patent rights,
copyrights, trade secret rights, trade dress rights, trademark rights and all
comparable rights throughout the
world.
During my employment with General Mills and anytime thereafter, I will take all
necessary steps, at General
Mills’ request and expense, but without further compensation to me, to
execute any instruments necessary to
enable General Mills or General
Mills’ nominee to register intellectual property rights throughout the world.
14
After I leave General Mills, I agree to help General Mills in every way possible
in any government or legal
proceedings pertaining to any General Mills
intellectual property rights.
c.
[
This
Section 6.c. does not apply to
California, Colorado, Minnesota, and Washington -based
employees.
] I
agree
that for one year after I leave the Company, including retiring from the Company, I will not work on any
product, brand category, process, or service:
(A) on which I worked, or about
which I had access to Confidential
Information, in the year immediately preceding my termination (including
retirement) from General Mills, and
(B) which competes with General Mills products, brand categories, processes,
or related
services.
d.
I agree
that for one year after I leave General Mills, including
retiring from the Company, I will refrain from
directly or indirectly soliciting Company
employees for the purpose of hiring them or inducing them to leave
their employment with the Company.
e.
I
agree that after I leave General Mills,
including retiring from the Company, I
will indefinitely refrain from
using Company client or contact lists,
and for two years I will refrain from soliciting
the Company’s customers.
A breach of the obligations set forth in this
paragraph may result in the rescission of the Grant, termination and forfeiture of any
unvested
or un-exercised Options, and/or required payment to
Company of all or a portion of
any monetary gains acquired by
Optionee as a result
of the Grant, unless the Grant
vested and was
settled more than four
(4) years prior to
the breach. The
foregoing remedies are in
addition to, and not in lieu of injunctive relief
and/or any other legal or equitable remedies available
under applicable law
7.
Nature of
Grant
. In accepting the Stock Option, the Optionee acknowledges and agrees that:
(a)
the
Plan is established
voluntarily by the
Company, it is
discretionary in nature
and it may be
modified,
amended, suspended or terminated by
the Company, in its sole discretion, at any time (subject
to any limitations
set forth in the Plan);
(b)
the grant of the
Stock Option is voluntary and occasional and does not create
any contractual or other right to
receive future grants of stock options, or
benefits in lieu of stock options, even if stock options or other awards
have
been granted in the past;
(c)
all decisions with
respect to future awards, if any, will be at the sole discretion of the Company;
(d)
the Optionee’s
participation in the Plan is voluntary;
(e)
the
Stock Option and
the Optionee’s participation
in the Plan shall
not create a right
to employment or be
interpreted as
forming an employment
contract with the
Company or any of
its Subsidiaries or affiliated
companies and shall not interfere with the ability of the Company or the Employer, as applicable, to terminate
the Optionee’s employment relationship (as otherwise may be permitted
under local law);
(f)
unless otherwise
agreed with the Company, the Stock Option and any shares of Common Stock acquired upon
vesting and
exercise of the
Stock Option, and
the income from
and value of same,
are not granted as
consideration for,
or in
connection with, any
service the Optionee
may provide as
a director of any
of any
Subsidiary or affiliate of the Company;
(g)
the Stock Option and
any shares of Common Stock acquired under the Plan and the income and value of same,
are not
part of normal or
expected compensation for
purposes of calculating
any severance, resignation,
termination, redundancy,
dismissal, end-of-service payments,
bonuses, long-service awards,
pension or
retirement or welfare
benefits or similar payments and in no event should be considered as
compensation for,
or relating in
any way to, past services for
the Company, the Employer or
any Subsidiary or affiliate of the
Company;
15
(h)
the future value of
the shares of Common Stock underlying the Stock Option is unknown, indeterminable, and
cannot be predicted with
certainty;
(i)
if the
underlying shares of Common Stock do not increase in value, the Stock Option will have no
value;
(j)
upon
exercise of the Stock Option, the
value of such shares of Common
Stock may increase or decrease in
value, even below the exercise price;
(k)
no claim
or entitlement to compensation or damages shall arise
from forfeiture of the Stock Option resulting
from termination of
the Optionee’s employment (for any
reason whatsoever and whether or not
in breach of
local
labor laws or later found invalid)
and, in consideration of the Stock
Option, the Optionee agrees not to
institute any claim against the Company or the Employer;
(l)
the
Stock Option and the benefits evidenced
by this Agreement do not create
any entitlement not otherwise
specifically provided for in the Plan or provided by the Company in its discretion, to have the Stock Option or
any such
benefits transferred to,
or assumed by,
another company, nor
to be exchanged,
cashed out or
substituted for, in connection with any corporate transaction affecting the
shares of Common Stock; and
(m)
neither the Company
nor any of its Subsidiaries or affiliated companies shall be liable for
any foreign exchange
rate fluctuation between
the Optionee’s local currency and the U.S. dollar that may affect the
value of the Stock
Option or any amounts due to the Optionee pursuant to the
exercise of the Stock Option or the subsequent sale
of any shares of Common Stock acquired upon exercise of the Stock
Option.
8.
Data
Privacy
.
If the Optionee would like
to participate in the Plan, the Optionee will need
to review the information provided
in this Section 8 and, where applicable,
declare the Optionee’s consent to the processing of personal data by
the Company and
the third parties stated
below.
If
the Optionee is based in the
European Union (“EU”), European Economic
Area (“EEA”) or United Kingdom, please note
that General Mills, Inc.
with registered address at One General
Mills Boulevard, Minneapolis, MN 55426 -1347, U.S.A.,
is the
controller
responsible for the processing of the Optionee’s personal data in connection with the
Agreement and the Plan.
(a)
Data
Collection and Usage. The Company collects,
processes, uses and transfers certain personally-identifiable
information
about the Optionee,
specifically, the Optionee’s
name, home address
and telephone number, email
address, date
of birth, social insurance, passport number
or other
identification number, salary,
nationality, job
title,
any shares of
Stock or directorships
held in the
Company or any
affiliated company, details
of all Stock
Options
or any other
entitlement to shares
of Stock awarded,
canceled, exercised, settled,
vested, unvested or
outstanding in the Optionee’s favor, which the Company
receives from the Optionee or the Employer (the “Data”).
The
Company collects, processes
and uses the Data
for the purposes of
performing its contractual obligations
under this
Agreement, implementing, administering
and managing
the Optionee’s participation in
the Plan and
facilitating compliance with applicable tax and
securities law.
If the Optionee is
based in the EU, EEA or United Kingdom, the legal basis for the
processing of the Data by
the Company
is the necessity of the processing for the
Company to perform its contractual obligations under
this
Agreement and the
Plan and the
Company’s legitimate business
interests of managing
the Plan,
administering employee equity awards
and complying with its contractual and statutory
obligations.
If the Optionee
is based in any other jurisdiction, the legal basis for the processing of
the Data by the Company
is the
Optionee’s consent as further described below.
(b)
Stock
Plan Administration Service Providers. The Company transfers Data to E*TRADE Financial Corporate
Services, Inc. (including its affiliated companies), an independent service provider which assists the Company
with the implementation, administration and management of
the Plan. In the future, the Company may select
a
different service provider,
which will in a
similar manner, share
Data with such
service provider. The
Company’s service
provider will maintain an account for the
Optionee to administer the Stock Options. The
processing
of Data will take
place through both
electronic and non-electronic
means. Data will
only be
16
accessible
by those individuals
requiring access to
it for purposes of
implementing, administering and
operating the Plan.
(c)
International
Data Transfers. The Company and its service providers are based in the United States and India.
The Optionee’s country or
jurisdiction may have different data privacy laws and
protections than the United
States and
India. An appropriate level of protection can be
achieved by implementing safeguards such as the
Standard Contractual Clauses adopted by the EU Commission.
If the Optionee is based in any other jurisdiction, the Data will be transferred from the
Optionee’s jurisdiction
to the Company
and onward from the Company to any of its service providers based on the
Optionee’s consent,
as further described
below.
(d)
Data
Retention. The Company
will use the Data
only as long as
necessary to implement,
administer and
manage the Optionee’s
participation in the Plan, or as required to comply with legal or regulatory obligations,
including tax and
securities laws. When the Company no longer needs the
Data, the Company will remove it
from its systems. If the Company keeps data
longer, it would be to satisfy legal or regulatory obligations and
the Company’s legal basis would be relevant laws or
regulations (if the Optionee is in the EU, EEA or United
Kingdom) or the Optionee’s consent (if the Optionee is
outside the EU, EEA or United Kingdom).
(e)
Data
Subject Rights. The Optionee may have
a number of rights under data
privacy laws in the Optionee’s
jurisdiction. Subject to
the conditions set out in the
applicable law and depending on where
the Optionee is
based,
such rights may
include the right
to (i) request
access to, or
copies of, the
Data processed by the
Company, (ii) rectification of incorrect Data, (iii)
deletion of Data, (iv) restrictions on the processing of Data,
(v) object to the processing of Data for legitimate
interests, (vi) portability of Data, (vii) lodge complaints with
competent authorities in
the Optionee’s jurisdiction, and/or to (viii) receive a list
with the names and addresses
of any
potential recipients of Data. To receive
clarification regarding these rights or to exercise these rights,
the Optionee can contact HR Direct.
(f)
Necessary
Disclosure of Personal Data. The Optionee understands that
providing the Company with Data is
necessary for the
performance of the Agreement and
that the Optionee’s refusal to
provide the Data would
make it impossible for the
Company to perform its contractual obligations and may affect the
Optionee’s ability
to participate in the Plan.
(g)
Declaration
of Consent (if the Optionee is
outside the EU, EEA and United
Kingdom). The Optionee hereby
unambiguously
consents to the
collection, use and
transfer, in electronic
or other form, of
the Data, as
described above and in any
other grant materials, by and among, as applicable, the
Employer, the Company
and any
affiliated company for
the exclusive purpose
of implementing, administering
and managing the
Optionee’s participation in the
Plan. The Optionee understands that the Optionee may, at any time,
refuse or
withdraw
the consents herein, in
any case without cost,
by contacting HR Direct. If
the Optionee does not
consent or later seeks to revoke the
Optionee’s consent, the Optionee’s employment status or
service with the
Employer
will not be
affected; the Optionee’s
consequence of refusing
or withdrawing consent
is that the
Company
would not be able
to award the Stock
Options to the
Optionee or any
other equity award
to the
Optionee
or administer or
maintain such awards.
Therefore, the Optionee
understands that refusing or
withdrawing consent may affect the Optionee’s ability
to participate in the Plan. For more information on the
consequences of refusal to consent or withdrawal of
consent, the Optionee should contact HR Direct.
9.
Insider Trading; Market Abuse
Laws
. By participating in the Plan, the Optionee agrees to comply with the Company’s policy
on insider trading (to the extent that it is
applicable to the Optionee), the Optionee further acknowledges
that, depending on the
Optionee’s or
his or her broker’s country of
residence or where the shares of
Common Stock are listed, the Optionee
may be
subject to
insider trading restrictions and/or market abuse laws that may
affect the Optionee’s ability to accept, acquire, sell or
otherwise dispose of
shares of Common Stock, rights to
shares of Common Stock (e.g., stock
options) or rights linked to the
value of
shares of Common
Stock, during such
times the Optionee is
considered to have
“inside information” regarding the
Company as defined by the laws
or regulations in the Optionee’s country. Local insider trading laws and regulations
may prohibit
the
cancellation or amendment of orders the
Optionee places before he or she
possessed inside information. Furthermore, the
Optionee could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know”
basis)
and (ii) “tipping”
third parties or causing them otherwise
to buy or sell securities. The
Optionee understands that third parties
include fellow employees.
Any restriction under these laws or regulations
are separate from and in addition to any restrictions
that may be imposed under any applicable Company insider trading policy. The Optionee
acknowledges that it is the Optionee’s
responsibility to comply with any
applicable restrictions, and that the Optionee should therefore consult the Optionee’s personal
advisor on this matter
17
10.
11.
Clawback
.
This Award is specifically made subject to the Company’s Executive Compensation Clawback Policies.
Electronic
Delivery
. The Optionee agrees, to the fullest extent permitted by law, in lieu
of receiving documents in paper format,
to
accept electronic delivery
of any documents that
the Company and
its Subsidiaries or
affiliated companies may deliver in
connection with
this grant and any other grants
offered by the Company, including
prospectuses, grant notifications, account
statements, annual
or quarterly reports,
and other communications.
Electronic delivery of
a document may be
made via the
Company’s email system or by reference to a location on the
Company’s intranet or website or a website of the Company’s agent
administering the Plan. By accepting this grant, whether electronically or otherwise, the Optionee hereby consents to participate
in the Plan through such system, intranet, or website, including
but not limited to the use of electronic signatures or click-through
electronic acceptance of terms and
conditions.
12.
English
Language
. The Optionee acknowledges and agrees
that it is the Optionee’s express intent that this Agreement and the
Plan and all
other documents, notices and legal proceedings
entered into, given or instituted pursuant
to the Stock Option be
drawn up
in English. To the
extent the Optionee
has been provided
with a copy of
this Agreement, the
Plan, or any other
documents relating to this
Award in a language other than English, the English
language documents will prevail in case of any
ambiguities or divergences as a result of
translation.
13.
Addendum
.
Notwithstanding any
provisions in this
Agreement, the Stock
Option shall be
subject to any
special terms and
conditions set forth in the Country-Specific Addendum
to this Agreement (the “Addendum”). Moreover, if the
Optionee transfers
to one of the countries included in such Addendum, the
special terms and conditions for such country will apply to the Optionee,
to
the extent the Company determines that the application of such terms and conditions is necessary or advisable to comply with
local law
or facilitate the administration of the Plan (or the
Company may establish alternative terms and conditions as may be
necessary or advisable to accommodate the Optionee’s transfer). The
Addendum constitutes part of this Agreement.
14.
Not a Public
Offering
. The award
of the Stock Option is not
intended to be a
public offering of securities in
the Optionee’s
country of
employment (or country
of residence, if
different). The Company
has not submitted
any registration statement,
prospectus or other filings with the local securities authorities
(unless otherwise required under local law), and the award of the
Stock Option is
not subject to the
supervision of the local
securities authorities. No
employee of the
Company or any of
its
Subsidiaries or
affiliated companies is
permitted to advise
the Optionee on
whether he/she should
participate in the Plan.
Acquiring shares of
Common Stock involves a degree of
risk. Before deciding to participate in
the Plan, the Optionee should
carefully consider all risk factors relevant to the acquisition
of shares of Common Stock under the Plan and carefully review all
of the materials related to the Stock Option
and the Plan. In addition, the Optionee should consult with
his/her personal advisor
for professional investment
advice.
15.
Repatriation;
Compliance with Law
.
The Optionee agrees
to repatriate all
payments attributable to the shares
of Common
Stock and/or cash
acquired under the Plan in accordance with applicable foreign exchange
rules and regulations in the Optionee’s
country of employment
(and country of residence, if different). In addition, the Optionee
agrees to take any and all actions, and
consent to any and all actions taken by the Company and any of its Subsidiaries
and affiliated companies, as may be required to
allow
the Company and any of its Subsidiaries
and affiliated companies to comply with
local laws, rules and/or regulations in
the Optionee’s country of
employment (and country of residence, if different).
Finally, the Optionee agrees to take any and all
actions as may be required to
comply with the Optionee’s personal obligations under local laws,
rules and/or regulations in the
Optionee’s country of
employment and country of residence, if different).
16.
Imposition
of Other Requirements.
The Company
reserves the right
to impose other
requirements on the Optionee’s
participation in the
Plan, on the Stock Option, and
on any shares of Common Stock
acquired under the Plan, to the
extent the
Company determines
it is necessary or
advisable for legal
or administrative reasons, and
to require the Optionee to
sign any
additional agreements or undertakings that may be necessary to
accomplish the foregoing.
17.
Committee’s Powers.
No provision contained in this Agreement shall in any way terminate, modify or
alter, or be construed or
interpreted as terminating, modifying
or altering any of the powers, rights or authority vested in the Committee
or, to the extent
delegated, in its
delegate, pursuant to the terms of the Plan or resolutions adopted in
furtherance of the Plan, including, without
limitation, the right
to make certain determinations and elections
with respect to the Stock Option.
Any dispute regarding the
interpretation of this Agreement or the terms of
the Plan shall be submitted to the Committee or its delegate who shall have
the
discretionary authority
to construe the
terms of this
Agreement, the Plan,
and all documents
ancillary to this
Award. The
decisions of the Committee or its delegate shall be final and
binding and any reviewing court of law or other party shall defer to
its
decision, overruling if, and only if, it is arbitrary and capricious. In no way is it intended that this review standard subject the
Plan or Award to the U.S. Employee Retirement Income Security Act.
18
18.
Binding
Effect.
lawfully claiming under the Optionee.
19.
Governing Law
and Forum
. Without
limiting the effect of section 16, this Agreement shall be
governed by, and construed in
accordance with, the laws of the State of Delaware without regard to
principles of conflict of laws.
20.
Severability
.
The provisions of this Agreement are severable and if any one or
more of the provisions are determined to be illegal
or otherwise unenforceable, in whole or in
part, the Agreement shall be reformed and construed so that it would be
enforceable
to the maximum extent legally possible, and if it cannot be
so reformed and construed, as if such unenforceable provision, or part
thereof, had never been contained herein.
21.
Waiver
.
The waiver by the Company with respect
to Optionee’s (or any
other participant’s) compliance with any provision of
this Agreement shall
not operate or be construed as
a waiver of any other provision
of this Agreement, or of any subsequent
breach by such party of a provision of this Agreement
A copy of the Plan
and the Prospectus to the General
Mills, Inc. 2022 Stock Compensation Plan
is available on G&Me by searching
“2022 Stock
Compensation Plan”. A copy of the Company’s
latest Annual Report on Form 10-K is also available
on the Company’s
website at
www.generalmills.com under Investor Information/Annual
Reports.
GENERAL MILLS, INC.
1
Exhibit 10.3
GENERAL MILLS, INC.
RESTRICTED STOCK UNIT AWARD
GRANT DATE:
PARTICIPANT:
[Officer]
PERNR:
AGGREGATE
NUMBER OF UNITS
AWARDED:
EXPIRATION
DATE OF RESTRICTED
PERIOD:
This Award is made under the General Mills, Inc. 2022 Stock
Compensation Plan (the "Plan"), and is subject to the terms
and conditions
contained in the
Plan document and
this Restricted Stock
Unit Award Agreement
(“Agreement”). The
Participant: (i)
acknowledges receipt of
a copy of the
Plan and Plan
prospectus, (ii) represents
that the Participant has
carefully read and
is familiar with the provisions of
this Agreement and the Plan, and
(iii) hereby accepts the Restricted
Stock Units subject to all of
the terms and conditions set forth herein, and in the
Plan. If the Participant does not wish to
receive the Restricted Stock
Units and/or does not consent and agree to the
terms and conditions on which the Restricted
Stock Units are
offered, as set forth in this
Agreement and the Plan, then the
Participant must reject this Award via the
website of the Company’s designated broker, no later than
60 days following the Grant Date. If the Participant rejects this
Award, this
Award will immediately be forfeited and cancelled. The
Participant’s failure to reject this Award within this
60 day period will constitute the Participant’s
acceptance of this Award and all terms and conditions of this
Award, as set
forth in this Agreement and the Plan.
THIS
AWARD, dated on the
above Grant Date, is
made by General Mills,
Inc., and made to
the person named
above (the
"Participant" or referred to as “I”,
“you”, or “my”) (“Award”).
1.
Award of
Units
. Each unit
awarded represents the right to receive
one share of the Company common
stock, par value USD
0.10 per share (“Stock”). The units granted pursuant to this Agreement are referred to as the “Restricted Stock
Units”. Except as
otherwise defined herein, capitalized terms shall have the same meanings
ascribed to them under the Plan.
2.
Vesting/Payment of Restricted Stock Units;
Forfeiture.
(a)
Vesting/Payment
Schedule
.
Restricted Stock Units shall vest in
tranches, each tranche having its own
12 month
vesting
period occurring consecutively, starting on the
Grant Date. Vested units
in a tranche shall be paid
on the
respective Scheduled
Vesting Date, subject to the terms of this Agreement and the Plan.
Tranche
Number of Units
Scheduled Vesting Date
(b)
Forfeiture
of Restricted Stock
Units
. The
Participant acknowledges that
the Restricted Stock
Units awarded
hereunder are subject to forfeiture if the
Participant’s employment with the Company or any subsidiary or affiliated
companies (the “Company”) terminates under certain circumstances before the respective Scheduled Vesting Dates,
as herein
provided.
(i)
Resignation
or Termination for
Cause.
either (i)
resignation, or (ii)
a discharge due to
Participant’s illegal activities,
poor work performance,
misconduct or violation of the Company’s Code
of Conduct, policies or practices, then these Restricted Stock
Units, to the extent they are not
previously vested as of the Termination Date, shall for
no consideration be
cancelled and
forfeited. For the avoidance of doubt, “Termination Date” for
purposes of this Award will be
deemed to occur as of
the date Participant is no longer
actively providing services as an employee, unless
otherwise determined by the Company in its sole discretion, and no vesting shall continue
during any notice
period that may be specified under contract
or applicable law with respect to such termination, including any
“garden
leave” or similar period, except as may otherwise be permitted in the Company’s sole discretion.
2
(ii)
Involuntary
Termination.
initiation of the Company for any reason other than
specified in Plan Section 11 (
Change in
Control
), or (i),
(iv)
or (v) in this
section 2, and only upon
the execution (without
revoking) of
an effective general legal
release and such
other documents as are satisfactory to
the Company, the unvested Restricted
Stock Units
that are
in the tranche with a Scheduled Vesting Date within
12 months of the Termination Date shall vest,
in an amount equal to
the pro-rata amount based on employment
completed during the relevant 12 month
tranche vesting
period. All other unvested Restricted Stock
Units shall be forfeited as
of the Termination
Date. All Restricted Stock Units that vest under
this paragraph shall be paid (or deferred, if properly elected)
on the
respective Scheduled Vesting Date otherwise applicable to such tranche.
(iii)
Death
. If
a Participant dies
while employed by
the Company during
any applicable vesting
period, this
Award shall become fully vested, effective as of the date of death, and shall
be paid as of the first day of the
month following
death to the
designated beneficiary or
beneficiaries, or to
the Participant's estate
if no
beneficiary is appropriately
designated.
(iv)
Retirement.
completion of
at least five (5) years
of service
with the Company, all
Restricted Stock Units in unvested
tranches shall
vest and be paid
(or deferred, if
properly elected) on
each tranche’s respective Scheduled
Vesting Date.
Notwithstanding the above,
if the Termination Date
is
within twelve months of
the Grant
Date, the Award shall not fully vest but rather vest on a pro
rata basis based on employment completed since
grant prior to the
Termination Date within the first year of the Restricted Period;
the Restricted Stock Units
that vest
pursuant to the previous sentence shall be paid (or
deferred, if properly elected) on the Scheduled
Vesting Date applicable to the tranche under which they were awarded. The terms of this
paragraph shall not
apply to a Participant who, prior to a Change of Control,
is terminated for cause as described in (b)(i) above;
said Participant shall be treated as provided in
(b)(i)
(v)
Spin-offs
and Other
Divestitures.
transfer, or
spin-off of a line
of business or
other activity of
the Company, the
Committee, in its sole
discretion, shall determine the conversion, vesting, or other treatment of these
Awards. Such treatment shall
be
consistent with Code Section 409A, and
in particular will take into account
whether a separation from
service has occurred within the meaning of Code Section 409A.
3.
Dividend
Equivalents.
For Restricted Stock Units awarded hereunder, any dividends or
other distributions declared payable on
the
Company’s Stock on or after the
Grant Date until the Award is
settled and/or forfeited shall be credited
notionally to the
Participant in an
amount equal to such
declared dividends or
other distributions on an
equivalent number of
shares of Stock
(“Dividend Equivalents”). Dividend
Equivalents so credited shall be paid
if, and only to the extent,
the underlying Restricted
Stock Units
to which they relate
become unrestricted and vest, as
provided under the
terms of the
Plan and this
Agreement.
Dividend Equivalents
credited in respect to Restricted Stock Units
that are forfeited under the terms of
the Plan and this document,
are correspondingly
forfeited. No interest
or other earnings
shall be credited
on Dividend Equivalents.
Vested Dividend
Equivalents shall be paid in cash at the same time as the
underlying Restricted Stock Units to which they relate.
4.
Settlement of Restricted
Stock Units.
later than
30 days after the
date the Restricted
Stock Units vest,
except where such
settlement following a
Section 409A
Separation
from Service requires a
six-month delay. The Company will
provide for settlement in the form
of shares
of Stock.
Awards subject to proper deferral elections shall be deferred into the
General Mills Deferred Compensation Plan.
5.
Non-Transferability
.
The Restricted Stock Units may not
be sold, assigned, pledged, exchanged, hypothecated, encumbered,
disposed of, or
otherwise transferred, unless otherwise provided in
the Plan or this Agreement. Upon
any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of the Restricted Stock Units or of such rights contrary to the provisions hereof
or in the Plan, the Restricted Stock Units and such rights shall immediately
become null and void.
6.
Withholding of
Tax
. The Participant
acknowledges that, regardless of
any action taken by the
Company or, if different, the
subsidiary or affiliated
company that employs the Participant (the
“Employer”), the ultimate liability for all income tax, social
contributions, payroll
tax, fringe benefits
tax, payment on
account, hypothetical tax
or other tax-related
items related to the
Participant’s participation
in the Plan and legally applicable
to the Participant or deemed by
the Company or the Employer in
their discretion to be an appropriate charge to
the Participant even if legally applicable to the Company or the
Employer (“Tax-
Related
Items”), is and remains the Participant’s responsibility
and may exceed the amount actually withheld by the Company
or the Employer, if any. The Participant further
acknowledges that the Company and/or the Employer (a) make no representations
or undertakings regarding the
treatment of any Tax -Related Items in connection
with any aspect of the Restricted Stock Units,
3
including, but not limited to, the grant, vesting, the subsequent sale of shares
of Stock acquired pursuant to such vesting and the
receipt of any dividends, or
dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of
the grant or any aspect
of the Restricted Stock Units to reduce
or eliminate the Participant’s liability
for Tax-Related Items or
achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between
the Grant Date and the date of any relevant taxable or tax withholding event, as
applicable, the Participant acknowledges that the
Company and/or the Employer (or
former employer, as applicable) may be required to withhold or account for
Tax-Related Items
in more than one
jurisdiction.
Prior to
the relevant taxable
or tax withholding
event, as applicable,
the Participant agrees
to make adequate arrangements
satisfactory to the Company and/or
the Employer to satisfy all Tax-Related Items. In this
regard, unless otherwise approved by
the Committee, the
Company shall satisfy the obligations with
regard to all Tax -Related Items by
one or a combination of the
following: (i)
withholding from the
Participant’s wages or
other cash compensation
paid to the
Participant by the Company
and/or the Employer; (ii) withholding from the
shares of Stock to be delivered upon settlement of the Restricted Stock
Units or
other awards granted
to the Participant or
(iii) permitting the Participant to
tender to the Company cash
or, if allowed by the
Committee, shares of Stock.
Depending on the withholding method, the Company may withhold or account
for Tax-Related Items by considering applicable
statutory withholding rates (as determined
by the Company in good faith and in
its sole discretion) or other applicable withholding
rates, including maximum applicable rates, in which case the Participant will
receive a refund of any over-withheld amount and
will
have no entitlement to the share
equivalent. If the obligation for
Tax -Related Items is satisfied by
withholding from the
shares
of Stock to be delivered upon vesting
of the Restricted Stock Units, for tax
purposes, the Participant is deemed to have
been issued the full number of shares of Stock subject to the
Restricted Stock Units, notwithstanding that a number of shares of
Stock are
held back solely for the
purpose of paying the Tax -Related
Items. The Participant will have no
further rights with
respect to any shares of Stock that are retained by the
Company pursuant to this provision.
The Participant
agrees to pay to
the Company or the
Employer any amount
of Tax-Related Items
that the Company or
the
Employer may be
required to withhold or
account for as
a result of
the Participant’s participation in
the Plan that cannot be
satisfied by the means previously
described. The Company may refuse to issue or deliver
shares of Stock or proceeds from the
sale of shares of Stock
until arrangements satisfactory to the Company have been made in connection
with the Tax-Related Items.
7.
Restrictive Covenants; Confidential Information;
Work Product
. The
Participant agrees to cooperate with the Company in
any way needed in order to
comply with, or fulfill the terms of the Plan and this
Award document. As a term and condition of
this Award, Participant agrees to the following
terms:
a.
I agree to use
General Mills Confidential Information only as needed in the performance of my duties, to hold
and
protect such information as confidential to
the Company, and not to
engage in any unauthorized use or
disclosure of such
information for so long as such
information qualifies as Confidential Information. I agree
that after my employment with the Company terminates for
any reason, including “retirement” as that term is
used in the Plan, I
will not use or disclose, directly
or indirectly, Company Confidential Information or trade
secrets for any purpose, unless I get the prior written consent of my
manager to do so.
This document
does not prevent me from filing a complaint with
a government agency (including the Securities
and Exchange Commission, Department of
Justice, Equal Employment Opportunity Commission and others)
or
from participating in an agency
proceeding. This document also does not
prevent me from providing an
agency with information, including this document,
unless such information is legally protected from disclosure
to third parties. I do not
need prior company authorization to take these actions, nor must I notify
the company
I have done so.
Also, as provided in 18 U.S.C. 1833(b), I cannot
be held criminally or civilly liable under any federal or state
trade secret law for making a trade secret disclosure: (A) in confidence to a federal, state, or local government
official, either
directly or indirectly, or to an
attorney, solely for the purpose of
reporting or investigating a
suspected violation of
law; or (B) in a complaint or
other document filed in a lawsuit or other
proceeding, if
such filing is made under seal.
General Mills Confidential Information means any non-public
information I create, receive, use or observe in
the performance of
my job at General Mills, including
trade secrets. Examples of Confidential Information
include marketing, merchandising, business plans, business methods, pricing, purchasing, licensing, contracts,
employee, supplier or customer information, customer, vendor or partner client
or contact lists, financial data,
technological developments,
manufacturing processes and
specifications, product formulas, ingredient
specifications, software code, and all other proprietary information which is
not publicly available to others.
4
Prior to
leaving the Company,
I agree to return
all materials in
my possession containing Confidential
Information, as
well as all other
documents and other
tangible items provided
to me by General
Mills, or
developed by me in connection with my employment with the
Company.
b.
I
agree to promptly
tell General Mills
about any ideas,
concepts, improvements, designs, inventions,
discoveries, and
creative works (collectively,
“Work Product”) which
I conceive or
create during my
employment with General Mills which relate to General Mills’ businesses.
I further agree to immediately, automatically and irrevocably assign, and
hereby do assign, to General Mills
any and all intellectual property rights in and to such
Work Product, and all such intellectual property rights
shall be solely and
exclusively owned by General Mills. “Intellectual property rights” means patent rights,
copyrights, trade secret rights, trade dress rights, trademark rights and all
comparable rights throughout the
world.
During my employment with General Mills and anytime thereafter, I will take all
necessary steps, at General
Mills’ request and expense, but without further compensation to me, to
execute any instruments necessary to
enable General Mills or General
Mills’ nominee to register intellectual property rights throughout the world.
After I leave General Mills, I agree to help General Mills in every way possible
in any government or legal
proceedings pertaining to any General Mills
intellectual property rights.
c.
[
This
Section 7.c. does not apply to
California, Colorado, Minnesota, and Washington -based
employees.
] I
agree that
for one year after I leave the Company, including retiring from the Company, I will not work on any
product, brand category, process, or service:
(A) on which I worked, or about
which I had access to Confidential
Information, in the year immediately preceding my termination (including
retirement) from General Mills, and
(B) which competes with General Mills products, brand categories, processes,
or related
services.
d.
I agree
that for one year after I leave General Mills, including
retiring from the Company, I will refrain from
directly or indirectly soliciting Company
employees for the purpose of hiring them or inducing them to leave
their employment with the Company.
e.
I
agree that after I leave General Mills,
including retiring from the Company, I
will indefinitely refrain from
using Company client or contact lists,
and for two years I will refrain from soliciting
the Company’s customers.
A breach of the obligations set forth in this
paragraph may result in the rescission of the Award, termination and forfeiture
of any unvested Units, and/or required payment
to the Company of all or a portion of any monetary gains acquired by the
Participant as a result of the
Award, unless the Award vested and was settled more than four (4) years
prior to the
breach.
The foregoing
remedies are in addition to, and not in lieu of injunctive
relief and/or any other legal or equitable remedies
available under applicable law.
8.
Nature of
Grant
. In accepting the Restricted Stock Units, the Participant acknowledges and
agrees that:
(a)
the
Plan is established
voluntarily by the
Company, it is
discretionary in nature
and it may be
modified,
amended, suspended or terminated
by the Company, in its sole discretion, at any time
(subject to any limitations
set forth in the Plan);
(b)
the grant of the
Restricted Stock Units is voluntary and occasional and does not create any contractual or other
right to
receive future grants
of restricted stock
units, or benefits
in lieu of
restricted stock units,
even if
restricted stock units or
other awards have been granted in the past;
(c)
all decisions with
respect to future awards, if any, will be at the sole discretion of the Company;
(d)
the
Participant’s participation in the Plan is voluntary;
5
(e)
the Restricted Stock
Units and the Participant’s participation in the Plan shall not create a right to employment
or be interpreted as forming an
employment contract with the Company or any of its Subsidiaries or affiliated
companies and shall not interfere with the ability of the Company or the Employer, as applicable, to terminate
the Participant’s employment relationship (as otherwise may be permitted
under local law);
(f)
unless otherwise
agreed with the Company, the Restricted Stock Units and any shares of Stock acquired upon
vesting of the Restricted Stock Units, and the income from and value of same, are
not granted as consideration
for,
or in connection with, any service the Participant may
provide as a director of any subsidiary or affiliate
of the Company;
(g)
the Restricted Stock
Units and any shares of Stock acquired under the Plan and the income and value of same,
are not
part of normal or
expected compensation for
purposes of calculating
any severance, resignation,
termination, redundancy,
dismissal, end-of-service payments,
bonuses, long-service awards,
pension or
retirement or welfare
benefits or similar payments and in no event should be considered as
compensation for,
or relating in
any way to, past services for
the Company, the Employer or
any subsidiary or affiliate of the
Company;
(h)
the future value of
the shares of Stock underlying the Restricted Stock Units is unknown, indeterminable, and
cannot be predicted with
certainty;
(i)
upon vesting of
the Restricted Stock Units, the value of such shares of Stock may increase
or decrease in
value;
(j)
no claim
or entitlement to compensation or damages
shall arise from forfeiture of the Restricted
Stock Units
resulting from
termination of the Participant’s employment (for any reason
whatsoever and whether or not in
breach of
local labor laws
or later found
invalid) and, in
consideration of the
Restricted Stock Units, the
Participant agrees not to institute any claim against the Company or the Employer;
(k)
the
Restricted Stock Units
and the rights
evidenced by this
Agreement do not
create any entitlement not
otherwise specifically provided
for in the Plan to have
the Restricted Stock Units transferred to,
or assumed
by, another
company, nor to be
exchanged, cashed out
or substituted for, in
connection with any corporate
transaction affecting the shares of Stock; and
(l)
neither the Company
nor any of its Subsidiaries or affiliated companies shall be liable for
any foreign exchange
rate
fluctuation between the Participant’s local
currency and the U.S. dollar that
may affect the value of the
Restricted Stock Units
or any amounts due to the
Participant pursuant to the vesting of
the Restricted Stock
Units or the subsequent sale of any shares of Stock
acquired upon vesting of the Restricted Stock Units.
9.
Data
Privacy
.
If the Participant would
like to participate in the Plan, the Participant
will need to review the information provided
in this Section
9 and, where applicable, declare the
Participant’s consent to the processing of
personal data by the Company
and the third parties stated
below.
If the Participant is based in
the European Union (“EU”), European Economic Area (“EEA”)
or United Kingdom, please note
that
General Mills, Inc. with registered address
at One General Mills Boulevard, Minneapolis, MN
55426 -1347, U.S.A., is the
controller responsible for the processing of the
Participant’s personal data in connection with the Agreement and the Plan.
(a)
Data
Collection and Usage.
The Company collects,
processes, uses and
transfers certain
personally-
identifiable
information about the
Participant, specifically, the
Participant’s name, home
address and
telephone
number, email address,
date of birth,
social insurance, passport
number or other identification
number, salary, nationality, job title, any shares of
Stock or directorships held in the Company or any affiliated
company, details of all
Restricted Stock Units or any other entitlement to
shares of Stock awarded, canceled,
exercised, settled, vested, unvested or outstanding in the
Participant’s favor, which the Company receives from
the
Participant or the
Employer (the “Data”).
The Company collects,
processes and uses
the Data for the
purposes of
performing its contractual
obligations under this
Agreement, implementing, administering and
6
managing
the Participant’s participation
in the Plan and
facilitating compliance with
applicable tax and
securities
law.
If the
Participant is based in the EU, EEA or United
Kingdom, the legal basis for the processing of the Data
by the Company is the necessity of
the processing for the Company to perform its contractual obligations under
this
Agreement and the
Plan and the
Company’s legitimate business
interests of managing
the Plan,
administering employee equity awards
and complying with its contractual and statutory
obligations.
If
the Participant is
based in any other
jurisdiction, the legal
basis for the
processing of the
Data by the
Company is the Participant’s consent as further
described below.
(b)
Stock
Plan Administration Service Providers. The Company transfers Data to E*TRADE Financial Corporate
Services, Inc. (including its affiliated companies), an independent service provider which assists the Company
with the implementation, administration and management of
the Plan. In the future, the Company may select
a
different service provider,
which will in a
similar manner, share
Data with such
service provider. The
Company’s service
provider will maintain an account for
the Participant to administer the Restricted Stock
Units. The processing of Data will take
place through both electronic and non-electronic means. Data will only
be
accessible by those
individuals requiring access
to it for purposes
of implementing, administering and
operating the Plan.
(c)
International
Data Transfers. The Company and its service providers are based in the United States and India.
The Participant’s country or jurisdiction may have
different data privacy laws and protections than the United
States and India. An
appropriate level of protection can be achieved by implementing
safeguards such as the
Standard Contractual Clauses adopted
by the EU Commission.
If the
Participant is based
in any other
jurisdiction, the Data
will be transferred
from the Participant’s
jurisdiction
to the Company and
onward from the
Company to any of
its service providers
based on the
Participant’s consent, as further described
below.
(d)
Data
Retention. The Company
will use the Data
only as long as
necessary to implement,
administer and
manage the
Participant’s participation in
the Plan, or as
required to comply
with legal or regulatory
obligations, including tax
and securities laws. When the Company
no longer needs the Data, the Company
will remove it
from its systems. If the Company
keeps data longer, it would be
to satisfy legal or regulatory
obligations and the
Company’s legal basis would be relevant laws or
regulations (if the Participant is in the
EU, EEA or United Kingdom) or
the Participant’s consent (if the Participant is outside the EU, EEA
or United
Kingdom).
(e)
Data
Subject Rights. The Participant may have a number of rights under data privacy laws
in the Participant’s
jurisdiction. Subject to the
conditions set out in the applicable law and depending on where
the Participant is
based,
such rights may
include the right
to (i) request
access to, or
copies of, the
Data processed by the
Company, (ii) rectification of incorrect Data, (iii) deletion
of Data, (iv) restrictions on the processing of Data,
(v) object to the processing of Data for legitimate interests,
(vi) portability of Data, (vii) lodge complaints with
competent
authorities in the
Participant’s jurisdiction, and/or
to (viii) receive
a list with the
names and
addresses of
any potential recipients of
Data. To receive
clarification regarding these rights or
to exercise
these rights, the Participant can contact HR
Direct.
(f)
Necessary
Disclosure of Personal Data. The Participant understands that
providing the Company with Data
is necessary for the performance of the Agreement and that the
Participant’s refusal to provide the Data would
make
it impossible for the Company to
perform its contractual obligations and may
affect the Participant’s
ability to participate in the
Plan.
(g)
Declaration
of Consent (if
the Participant is
outside the EU, EEA
and United Kingdom).
The Participant
hereby unambiguously consents to the
collection, use and transfer, in electronic or other form, of the Data, as
described above and in any
other grant materials, by and among, as applicable, the
Employer, the Company
and any
affiliated company for
the exclusive purpose
of implementing, administering
and managing the
Participant’s
participation in the
Plan. The Participant
understands that the
Participant may, at
any time,
refuse or
withdraw the consents herein, in any case without cost, by contacting HR
Direct. If the Participant
does not
consent or later seeks
to revoke the
Participant’s consent, the
Participant’s employment status or
service
with the Employer
will not be
affected; the Participant’s
consequence of refusing
or withdrawing
consent
is that the Company would not
be able to award the Participant Restricted
Stock Units or any other
equity award to the Participant
or administer or maintain such awards. Therefore, the Participant
understands
7
that refusing or withdrawing
consent may affect the Participant’s ability to participate in the
Plan. For more
information on the consequences
of refusal to consent or withdrawal of consent, the Participant should contact
HR Direct.
10.
Clawback
.
This Award is specifically made subject to the Company’s Executive Compensation Clawback Policies.
11.
Insider
Trading; Market Abuse Laws
. By participating in the Plan,
the Participant agrees to comply with the Company’s policy
on insider trading (to the extent
that it is applicable to the Participant), the Participant further
acknowledges that, depending on
the Participant’s or his or her
broker’s country of residence or where the shares of Stock are listed, the Participant may be subject
to insider trading restrictions and/or
market abuse laws that may affect the Participant’s ability
to accept, acquire, sell or otherwise
dispose of shares of Stock, rights to shares
of Stock (e.g., restricted stock units) or rights linked to the value of
shares of Stock,
during
such times the Participant is considered
to have “inside information” regarding the
Company as defined by the laws or
regulations in the Participant’s
country. Local insider trading laws and regulations may prohibit the
cancellation or amendment
of orders the Participant places
before he or she possessed inside information. Furthermore, the Participant
could be prohibited
from (i) disclosing the inside information to any third party
(other than on a “need to know” basis) and (ii) “tipping” third parties
or causing them otherwise to buy or sell securities. The Participant understands that third parties include fellow employees. Any
restriction under these laws
or regulations are separate from and in addition
to any restrictions that may be imposed under any
applicable Company
insider trading policy. The
Participant acknowledges that it is
the Participant’s responsibility to comply
with any applicable restrictions, and that the
Participant should therefore consult the Participant’s personal advisor on this
matter.
12.
Electronic
Delivery
. The
Participant agrees, to
the fullest extent
permitted by law,
in lieu of receiving
documents in paper
format, to accept electronic delivery of any documents that the Company
and its Subsidiaries or affiliated companies may deliver
in connection with this grant and any other grants
offered by the Company, including prospectuses, grant
notifications, account
statements, annual
or quarterly reports,
and other communications.
Electronic delivery of
a document may be
made via the
Company’s email system or by reference to a location on the Company’s
intranet or website or a website of the Company’s agent
administering the Plan. By accepting this grant,
whether electronically or otherwise, the Participant hereby consents
to participate
in the Plan through
such system, intranet, or website, including but not limited to the use of
electronic signatures or click-through
electronic acceptance of terms and
conditions.
13.
English
Language
. The Participant acknowledges and
agrees that it is the Participant’s express intent
that this Agreement and
the Plan and all other documents, notices and legal
proceedings entered into, given or instituted pursuant to the Restricted Stock
Units be drawn up in
English. To the extent the Participant has
been provided with a copy of this
Agreement, the Plan, or any
other documents relating to this Award in a language other than English, the
English language documents will prevail in case of
any ambiguities or divergences as a result of
translation.
14.
Addendum.
Notwithstanding any provisions in this Agreement, the Restricted Stock Units
shall be subject to any special terms
and conditions set forth
in the Country-Specific Addendum to this Agreement
(the “Addendum”). Moreover, if the Participant
transfers to one of the countries included in such Addendum, the special terms
and conditions for such country will apply to the
Participant, to the
extent the Company determines that the application of such terms
and conditions is necessary or advisable to
comply with local law or facilitate the administration of the Plan (or
the Company may establish alternative terms and conditions
as may be necessary or
advisable to accommodate the Participant’s transfer). The Addendum constitutes part of this Agreement.
15.
Not a
Public Offering
.
The award of the
Restricted Stock Units
is not intended to
be a public
offering of securities
in the
Participant’s country
of employment (or country of
residence, if different). The
Company has not submitted any registration
statement, prospectus or
other filings with the local securities
authorities (unless otherwise required under local
law), and the
award of
the Restricted Stock
Units is not
subject to the
supervision of the
local securities authorities.
No
employee of the
Company or
any of its
Subsidiaries or affiliated
companies is permitted
to advise the
Participant on whether
he/she should
participate
in the Plan.
Acquiring shares of
Stock involves a
degree of risk.
Before deciding to
participate in the
Plan, the
Participant should
carefully consider all risk factors relevant to the acquisition of
shares of Stock under the Plan and carefully
review all of
the materials related to the Restricted
Stock Units and the Plan. In
addition, the Participant should consult with
his/her personal advisor for professional investment
advice.
16.
Repatriation; Compliance with
Law.
cash acquired under the Plan
in accordance with applicable foreign exchange rules and
regulations in the Participant’s country
of employment (and country of residence, if different). In addition, the Participant agrees
to take any and all actions, and consent
to any
and all actions taken by the Company and any
of its Subsidiaries and affiliated companies, as may
be required to allow
the Company
and any of its
Subsidiaries and affiliated
companies to comply
with local laws,
rules and/or regulations
in the
Participant’s country
of employment (and country of residence,
if different). Finally, the Participant agrees
to take any and all
actions as may be required to comply with the Participant’s personal obligations under local laws, rules and/or regulations in the
Participant’s country of employment and country of residence, if different).
8
17.
Imposition of
Other Requirements.
participation in the
Plan, on the Restricted Stock Units,
and on any shares of Stock
acquired under the Plan, to the
extent the
Company
determines it is necessary or advisable for
legal or administrative reasons, and to
require the Participant to sign any
additional agreements or undertakings that may be necessary to accomplish the
foregoing.
18.
Committee’s Powers.
No provision contained in this Agreement shall in any way terminate, modify or
alter, or be construed or
interpreted as terminating, modifying
or altering any of the powers, rights or authority vested in the Committee
or, to the extent
delegated, in its
delegate, pursuant to the terms of the Plan or resolutions adopted in
furtherance of the Plan, including, without
limitation, the right to make
certain determinations and elections with respect to the Restricted
Stock Units. Any dispute regarding
the interpretation of this Agreement or the
terms of the Plan shall be submitted to the Committee or its delegate who
shall have
the
discretionary authority to construe the terms
of this Agreement, the Plan, and
all documents ancillary to
this Award. The
decisions of the Committee or its delegate shall be final and binding and any
reviewing court of law or other party shall defer to
its decision, overruling if,
and only if, it is arbitrary and capricious. In no way is it intended that this review standard subject the
Plan or Award to the U.S. Employee Retirement Income Security
Act
.
19.
Binding
Effect.
lawfully claiming under the Participant.
20.
Governing Law
and Forum
. Without
limiting the effect of section 17, this Agreement shall be
governed by, and construed in
accordance with, the laws of the State of Delaware without regard to
principles of conflict of laws.
21.
Severability
.
The provisions of this Agreement are severable and if any one or
more of the provisions are determined to be illegal
or otherwise unenforceable, in whole or in
part, the Agreement shall be reformed and construed so that it would be
enforceable
to the maximum extent legally possible, and if it cannot be
so reformed and construed, as if such unenforceable provision, or part
thereof, had never been contained
herein.
22.
Waiver
.
The waiver by the Company with respect to Employee’s (or any other
participant’s) compliance with any provision of
this
Agreement shall not operate or be
construed as a waiver of any
other provision of this Agreement, or
of any subsequent
breach by such party of a provision of this Agreement.
A copy of the Plan
and the Prospectus to the General
Mills, Inc. 2022Stock Compensation Plan is
available on G&Me by searching
“2022 Stock
Compensation Plan”. A copy of the Company’s
latest Annual Report on Form 10-K is also available
on the Company’s
website at
www.generalmills.com under Investor Information/Annual
Reports.
GENERAL MILLS, INC.
9
GENERAL MILLS, INC.
RESTRICTED STOCK UNIT AWARD
GRANT DATE:
PARTICIPANT:
[CEO]
PERNR:
AGGREGATE
NUMBER OF UNITS SUBJECT
TO AWARD:
EXPIRATION DATE OF RESTRICTED
PERIOD:
This Award is made
under the General Mills, Inc. 2022 Stock Compensation Plan (the
"Plan"), and is subject to the terms
and
conditions contained in
the Plan document
and this Restricted
Stock Unit Award
Agreement (“Agreement”). The
Participant:
(i) acknowledges receipt
of a copy of
the Plan and Plan
prospectus, (ii) represents
that the Participant has
carefully
read and is familiar with
the provisions of
this Agreement and the Plan,
and (iii) hereby accepts the Restricted
Stock Units subject
to all of the terms and conditions
set forth herein, and in the
Plan. If the Participant does not
wish to
receive
the Restricted Stock Units and/or does
not consent and agree to the
terms and conditions on which the Restricted
Stock Units
are offered, as
set forth in
this Agreement and the Plan,
then the Participant must reject this
Award via the
website of the
Company’s designated broker, no later than 60 days following the Grant
Date. If the Participant rejects this
Award, this
Award will immediately be forfeited and cancelled. The Participant’s failure to reject this Award within this 60
day period will constitute the Participant’s acceptance of this Award and all terms and conditions of this Award,
as set forth
in this Agreement and the Plan.
THIS AWARD,
dated on the above
Grant Date, is
made by General
Mills, Inc., and
made to the person
named above (the
"Participant" or referred to as “I”,
“you”, or “my”) (“Award”).
1.
Award of
Units
. Each unit awarded represents the right to receive one share of the Company common stock, par value USD 0.10
per share
(“Stock”). The units
granted pursuant to
this Agreement are
referred to as the
“Restricted Stock Units”.
Except as
otherwise defined herein, capitalized terms shall have the same
meanings ascribed to them under the Plan.
2.
Vesting of Restricted Stock Units; Forfeiture of Restricted
Stock
Units.
(a)
Vesting
Schedule
. Restricted Stock Units shall vest in tranches, each tranche having
its own 12 month vesting period
occurring consecutively, starting on
the Grant Date. Vested units in a tranche shall
be paid on the respective Scheduled
Vesting Date, subject to the terms of this Agreement and the
Plan.
Tranche
Number of Units
Scheduled Vesting Date
(b)
Forfeiture
of Restricted Stock
Units
. The
Participant acknowledges that
the Restricted Stock
Units awarded
hereunder
are subject to forfeiture if the Participant’s employment with
the Company or any subsidiary or affiliated
companies (the “Company”) terminates under
certain circumstances before the respective Scheduled Vesting Dates,
as herein
provided.
(i)
Termination
for Cause.
to Participant’s illegal activities, poor work performance, misconduct or violation of the Company’s Code of
Conduct, policies or practices, then these Restricted Stock Units, to the
extent they are not fully vested as of
the Termination Date, shall for no
consideration be cancelled and forfeited in their entirety. For the avoidance
of doubt, “Termination Date” for purposes
of this Award will be deemed to occur as
of the date Participant
is no longer actively
providing services as an employee, unless otherwise determined by the Company in its
sole discretion, and no vesting
shall continue during any notice period that may be
specified under contract
or applicable law with respect to such termination,
including any “garden leave” or similar period, except as
may
otherwise be permitted in the Company’s sole discretion.
(ii)
Involuntary
Termination/Early Retirement.
If the
Participant’s employment by
the Company terminates
involuntarily at the
initiation of the Company for any
reason other than specified in Plan
Section 11, or (i),
(iv) or (v) herein or if the
Participant retires on or after age 55 but before age 62, the
unvested Restricted Stock
Units that
are in the tranche with a
Scheduled Vesting Date within 12 months of
the Termination Date shall
10
vest, in an amount equal to the
pro-rata amount based on employment completed during the relevant 12 month
tranche vesting period. All other unvested Restricted
Stock Units shall be forfeited as of the Termination Date.
Restricted Stock Units
that vest under this paragraph shall
be paid (or deferred, if properly
elected) on the
respective Scheduled
Vesting Date otherwise applicable to such tranche. No Restricted Stock Units shall vest
upon involuntary termination
under this provision without the execution
(without revoking) of an effective
general legal release and such other documents as are satisfactory to the
Company.
(iii)
Death
. If a
Participant dies while employed by the Company during any applicable
vesting period, this Award
shall become
fully vested, effective as of the date of death, and shall
be paid as of the first day of the month
following death to the designated beneficiary or beneficiaries, or to the Participant's estate if no beneficiary is
appropriately
designated.
(iv)
Normal
Retirement.
If the termination of employment is due to the Participant’s retirement on or after age 62,
all Restricted Stock Units in unvested tranches
shall vest, and be paid (or deferred, if properly elected) on each
tranche’s respective
Scheduled Vesting Date. Notwithstanding the
above, if the Termination Date
is within
twelve
months of the Grant Date, the Award shall not
fully vest but rather vest on a pro rata
basis based on
employment completed since
Grant Date to the Termination Date within the first year of the
Restricted Period.
Restricted
Stock Units that vest under this
paragraph shall be paid (or deferred,
if properly elected) on the
respective Scheduled Vesting Date otherwise applicable to such tranche.
Notwithstanding the above, the terms
of this paragraph shall not apply to a
Participant who, prior to a Change of Control, is terminated for cause as
described in (b)(i)
above.
(v)
Spin-offs
and Other
Divestitures.
transfer, or spin-off of a line of
business or other activity of the Company, the Committee, in
its sole discretion,
shall determine the conversion,
vesting, or other treatment of these Awards. Such treatment shall be consistent
with Code Section
409A, and in particular
will take into
account whether a
separation from service has
occurred within the meaning of Code Section 409A.
3.
Dividend Equivalents.
Any dividends or other distributions declared payable on the Company’s Stock on or after the Grant Date
of this Award until the
Award is settled and/or forfeited shall be credited notionally to the Participant in an amount equal to such
declared dividends
or other distributions
on an equivalent
number of shares of
Stock (“Dividend Equivalents”). Dividend
Equivalents so credited shall be paid if, and only to the extent, the underlying Restricted Stock Units to which they relate become
unrestricted and vest,
as provided under the terms of
the Plan and this Agreement. Dividend
Equivalents credited in respect to
Restricted Stock Units that are forfeited under the terms of the Plan and this document, are correspondingly
forfeited. No interest
or other earnings shall be
credited on Dividend Equivalents. Vested Dividend Equivalents shall be paid
in cash at the same time
as the underlying Restricted Stock Units to which they
relate.
4.
Settlement of Restricted Stock
Units.
than 30
days after the
date on which
payment is supposed
to be made under
this Agreement, except
where such settlement
following a Section
409A Separation from Service requires a
six-month delay. The Company will
provide for settlement in the
form of shares of Stock.
5.
Non-Transferability
.
The Restricted Stock
Units may not be sold,
assigned, pledged, exchanged,
hypothecated, encumbered,
disposed of,
or otherwise transferred, unless
otherwise provided in the Plan
or this Agreement. Upon any attempt
to transfer,
assign, pledge, hypothecate
or otherwise dispose of the Restricted Stock Units or of such
rights contrary to the provisions hereof
or in the Plan, the Restricted Stock
Units and such rights shall immediately become null and void.
6.
Withholding
of Tax
.
The Participant acknowledges
that, regardless of
any action taken
by the Company or,
if different, the
subsidiary or affiliated
company that employs the Participant (the
“Employer”), the ultimate liability for all
income tax, social
contributions, payroll
tax, fringe benefits
tax, payment on
account, hypothetical tax
or other tax-related
items related to the
Participant’s participation in the Plan and legally applicable to
the Participant or deemed by the Company or the Employer in their
discretion to be an appropriate charge to the Participant even if legally applicable to the Company or the Employer (“Tax-Related
Items”), is
and remains the
Participant’s responsibility and
may exceed the
amount actually withheld
by the Company or
the
Employer, if
any. The Participant further acknowledges that
the Company and/or the Employer (a) make
no representations or
undertakings regarding
the treatment of
any Tax-Related Items
in connection with
any aspect of the
Restricted Stock Units,
including, but not limited to, the
grant, vesting, the subsequent sale of shares of Stock acquired
pursuant to such vesting and the
receipt of any dividends; and (b) do not commit to and are under no obligation
to structure the terms of the grant or any aspect of
the
Restricted Stock Units to reduce or
eliminate the Participant’s liability
for Tax-Related Items or achieve
any particular tax
result. Further, if the Participant is subject to
Tax-Related Items in more than one jurisdiction between the Grant Date and the date
of any
relevant taxable or
tax withholding event,
as applicable, the
Participant acknowledges that
the Company and/or the
11
Employer (or former
employer, as applicable) may be required
to withhold or account
for Tax-Related Items in more
than one
jurisdiction.
Prior
to the relevant
taxable or tax
withholding event, as
applicable, the Participant
agrees to make
adequate arrangements
satisfactory
to the Company and/or the Employer
to satisfy all Tax-Related Items.
In this regard, unless otherwise approved by
the Committee, the
Company shall satisfy the obligations with
regard to all Tax-Related Items
by one or a combination of the
following: (i) withholding from the Participant’s wages or other
cash compensation paid to the Participant by the Company and/or
the Employer; (ii)
withholding from the shares of Stock
to be delivered upon settlement of
the Restricted Stock Units or other
awards granted to the Participant or (iii) permitting the Participant to
tender to the Company cash or, if allowed by the Committee,
shares of Stock.
Depending on the withholding method,
the Company may withhold or account
for Tax-Related Items by considering applicable
statutory withholding rates (as determined by the Company in
good faith and in its sole discretion) or other applicable withholding
rates, including maximum applicable rates, in
which case the Participant will receive a refund of
any over-withheld amount and
will have no entitlement to the share equivalent. If
the obligation for Tax-Related Items is satisfied by withholding from the shares
of Stock to be delivered upon vesting of
the Restricted Stock Units, for tax purposes, the Participant is deemed to
have been issued
the full number of shares of Stock subject to the Restricted
Stock Units, notwithstanding that a number of shares of Stock are held
back
solely for the purpose of paying the Tax-Related Items. The Participant will have no further rights with respect to any shares
of Stock
that are retained by the Company pursuant to this provision.
The Participant
agrees to pay to the Company
or the Employer any amount of Tax-Related Items that
the Company or the Employer
may be required to withhold or account for as a
result of the Participant’s participation in the Plan that cannot be
satisfied by the
means previously
described. The Company may refuse to issue or deliver shares
of Stock or proceeds from the sale of shares of
Stock until arrangements satisfactory to the Company have been made in
connection with the Tax-Related Items.
7.
Restrictive Covenants; Confidential
Information; Work
Product
. The Participant
agrees to cooperate with the Company in
any way needed in
order to comply with, or fulfill the terms
of the Plan and this
Award document. As a term and condition of
this Award, Participant agrees to the following
terms:
a.
I agree to
use General Mills Confidential Information only as needed in the performance
of my duties, to hold
and protect
such information as
confidential to the
Company, and not
to engage in
any unauthorized use or
disclosure of such information for so long
as such information qualifies as Confidential Information. I agree that
after my employment with the Company
terminates for any reason, including “retirement” as that term is
used
in the Plan, I will not use or disclose, directly or
indirectly, Company Confidential Information or trade secrets
for any purpose, unless I get the prior written consent of my manager to do
so.
This document does not prevent me from filing a complaint with a government
agency (including the Securities
and Exchange Commission,
Department of Justice, Equal Employment Opportunity
Commission and others)
or from
participating in an
agency proceeding. This
document also does
not prevent me from
providing an
agency with information, including this document, unless
such information is legally protected from disclosure
to third parties. I do
not need prior company authorization to take these actions, nor must I notify the company
I have done so.
Also, as provided in 18
U.S.C. 1833(b), I cannot be held criminally or civilly
liable under any federal or state
trade secret law for making a
trade secret disclosure: (A) in confidence to a federal, state,
or local government
official, either
directly or indirectly,
or to an attorney,
solely for the
purpose of reporting
or investigating a
suspected violation of
law; or (B) in a complaint
or other document filed in a
lawsuit or other proceeding, if
such filing is made under seal.
General Mills Confidential
Information means any non-public information I
create, receive, use or observe in
the performance of
my job at General Mills,
including trade secrets.
Examples of Confidential Information
include marketing, merchandising, business plans,
business methods, pricing, purchasing, licensing, contracts,
employee, supplier or customer
information, customer, vendor or partner client or contact
lists, financial data,
technological
developments, manufacturing processes
and specifications, product
formulas, ingredient
specifications, software code, and all other
proprietary information which is not publicly available to others.
Prior to
leaving the Company,
I agree to return
all materials in
my possession containing Confidential
Information, as
well as all other
documents and other
tangible items provided
to me by General
Mills, or
developed by me in connection with my employment with the
Company.
12
b.
I agree
to promptly tell General Mills about any ideas, concepts,
improvements, designs, inventions, discoveries,
and creative
works (collectively, “Work
Product”) which I
conceive or create
during my employment with
General Mills which relate to General Mills’ businesses.
I further agree to immediately, automatically and irrevocably assign, and
hereby do assign, to General Mills
any and all intellectual property rights in and to such
Work Product, and all such intellectual property rights
shall be solely and
exclusively owned by General Mills. “Intellectual property rights” means patent rights,
copyrights, trade secret rights, trade dress rights, trademark rights and all
comparable rights throughout the
world.
During my employment with General Mills and anytime thereafter, I will take all
necessary steps, at General
Mills’ request and expense, but without further compensation to me, to
execute any instruments necessary to
enable General Mills or General
Mills’ nominee to register intellectual property rights throughout the world.
After I leave General Mills, I agree to help General Mills in every way possible
in any government or legal
proceedings pertaining to any General Mills
intellectual property rights.
c.
[
This
Section 7.c. does
not apply to
California, Colorado,
Minnesota, and Washington
-based employees.
] I
agree that for one year after I leave the Company, including retiring from the
Company, I will not work on any
product, brand category, process, or service:
(A) on which I worked, or about which I had access to Confidential
Information, in the year immediately preceding my termination (including
retirement) from General Mills, and
(B) which competes with General Mills
products, brand categories, processes, or related
services.
d.
I
agree that for one year after
I leave General Mills, including retiring
from the Company, I will refrain from
directly or indirectly
soliciting Company employees for the purpose
of hiring them or inducing them
to leave
their employment with the Company.
e.
I
agree that after I leave General
Mills, including retiring from
the Company, I will indefinitely
refrain from
using Company client or contact lists, and for two years
I will refrain from soliciting the Company’s
customers.
f.
I
agree that for one year after
I leave General Mills, including retiring
from the Company, I will refrain from
directly or indirectly
soliciting Company employees for the purpose
of hiring them or inducing them
to leave
their employment with the Company.
A breach of the obligations set forth
in this paragraph may result in the rescission of the
Award, termination and forfeiture
of any
unvested Units, and/or required payment to the Company of
all or a portion of any monetary gains
acquired by the
Participant as
a result of the Award, unless the
Award vested and was settled more than four
(4) years prior to the
breach.
The
foregoing remedies are in addition to,
and not in lieu of injunctive
relief and/or any other legal or
equitable remedies
available under applicable law.
8.
Nature of
Grant
. In accepting the Restricted Stock Units, the Participant acknowledges and
agrees that:
(a)
the
Plan is established voluntarily by the Company, it is discretionary
in nature and it may be modified, amended,
suspended or terminated by the Company, in its sole discretion, at any
time (subject to any limitations set forth
in the Plan);
(b)
the grant of the
Restricted Stock Units is voluntary and occasional and does not create any
contractual or other
right to
receive future grants of restricted stock units, or
benefits in lieu of restricted stock units, even if restricted
stock units or other awards have been granted in the past;
(c)
all decisions with
respect to future awards, if any, will be at the sole discretion of the Company;
(d)
the
Participant’s participation in the Plan is voluntary;
13
(e)
the Restricted Stock
Units and the Participant’s participation in the Plan shall not
create a right to employment
or be interpreted as forming
an employment contract with the Company or any of
its Subsidiaries or affiliated
companies and
shall not interfere with the ability of the Company or the
Employer, as applicable, to terminate
the Participant’s employment
relationship (as otherwise may be permitted under local law);
(f)
unless otherwise
agreed with the Company, the Restricted Stock Units and
any shares of Stock acquired upon
vesting of the Restricted Stock Units, and the income from
and value of same, are not granted as consideration
for, or in connection with, any service the Participant may provide as a
director of any subsidiary or affiliate of
the Company;
(g)
the Restricted Stock
Units and any shares of Stock acquired under the Plan and the income
and value of same,
are not
part of normal or
expected compensation for
purposes of calculating
any severance, resignation,
termination, redundancy,
dismissal, end-of-service payments,
bonuses, long-service awards,
pension or
retirement
or welfare benefits or similar payments and in
no event should be considered as
compensation for,
or relating
in any way to,
past
services for the
Company, the Employer
or any subsidiary
or affiliate of the
Company;
(h)
the future
value of the shares of Stock underlying the Restricted
Stock Units is unknown, indeterminable, and
cannot be predicted with
certainty;
(i)
upon vesting of
the Restricted Stock Units, the value of such shares of Stock may increase or decrease in
value;
(j)
no
claim or entitlement to compensation or
damages shall arise from forfeiture of
the Restricted Stock Units
resulting from termination
of the Participant’s employment (for any
reason whatsoever and whether or not in
breach of
local labor laws
or later found
invalid) and, in
consideration of the
Restricted Stock Units, the
Participant agrees not to institute any claim against the Company or the Employer;
(k)
the
Restricted Stock Units
and the benefits
evidenced by this
Agreement do not
create any entitlement not
otherwise specifically
provided for in
the Plan or
provided by the
Company in its
discretion, to have the
Restricted Stock Units or any
such benefits transferred to, or assumed by, another company, nor
to be exchanged,
cashed out or substituted for, in
connection with any corporate transaction affecting the shares of Stock; and
(l)
neither the Company
nor any of its Subsidiaries or affiliated companies shall be liable for any foreign exchange
rate
fluctuation between the Participant’s local
currency and the
U.S. dollar that
may affect the value of the
Restricted Stock Units
or any amounts due
to the Participant pursuant to
the vesting of the Restricted Stock
Units or the subsequent sale of any shares of Stock acquired upon vesting of
the Restricted Stock Units.
9.
Data
Privacy
.
If the Participant would like to participate in
the Plan, the Participant will need to review the information provided
in this Section 9 and, where applicable, declare the
Participant’s consent to the processing of personal data by the Company and
the third parties stated
below.
If the
Participant is based in the European Union (“EU”),
European Economic Area (“EEA”) or United Kingdom, please note
that General Mills,
Inc. with registered address at
One General Mills Boulevard, Minneapolis,
MN 55426-1347, U.S.A., is the
controller responsible for the processing of the
Participant’s personal data in connection with the Agreement and the Plan.
(a)
Data
Collection and Usage.
The Company collects,
processes, uses and
transfers certain personally-identifiable
information about the Participant, specifically, the
Participant’s name, home address and telephone number, email
address,
date of birth,
social insurance, passport number or
other identification number,
salary, nationality, job
title, any shares
of Stock or directorships held in the Company
or any affiliated company, details
of all Restricted
Stock
Units or any other entitlement to
shares of Stock awarded, canceled,
exercised, settled, vested, unvested or
outstanding
in the Participant’s
favor, which the
Company receives from
the Participant or
the Employer (the
“Data”).
The Company collects,
processes and uses
the Data for the
purposes of performing
its contractual
obligations under this Agreement,
implementing, administering and managing the Participant’s participation in the
Plan and facilitating compliance with applicable tax and securities
law.
14
If the Participant is based in the EU, EEA or United Kingdom, the legal basis for the processing of the Data by
the Company is
the necessity of the processing for
the Company to perform its contractual
obligations under
this
Agreement and the
Plan and the
Company’s legitimate business
interests of managing
the Plan,
administering employee equity awards
and complying with its contractual and statutory
obligations.
If
the Participant is based in any other jurisdiction,
the legal basis for the processing of the Data
by the Company
is the
Participant’s consent as further described below.
(b)
Stock
Plan Administration Service Providers. The Company transfers Data to
E*TRADE Financial Corporate
Services, Inc.
(including its affiliated companies), an independent service provider
which assists the Company
with the implementation,
administration and management of the Plan. In the future, the Company may select a
different
service provider, which
will in a similar
manner, share Data
with such service
provider. The
Company’s
service provider will
maintain an account
for the Participant
to administer the
Restricted Stock
Units. The processing of Data will
take place through both electronic and non-electronic means. Data will only
be
accessible by those
individuals requiring access
to it for purposes
of implementing, administering and
operating the Plan.
(c)
International
Data Transfers. The Company and its service providers are based in the United States and India.
The Participant’s country or jurisdiction may have
different data privacy laws and protections than the United
States and India.
An appropriate level
of protection can be achieved
by implementing safeguards such as the
Standard Contractual Clauses adopted by the EU Commission.
If the
Participant is based
in any other
jurisdiction, the Data
will be transferred
from the Participant’s
jurisdiction
to the Company and
onward from the
Company to any of
its service providers
based on the
Participant’s consent, as further described
below.
(d)
Data
Retention. The Company will use the Data only as long as necessary to
implement, administer and manage
the
Participant’s participation in
the Plan, or as
required to comply
with legal or
regulatory obligations,
including
tax and securities laws. When
the Company no longer needs the
Data, the Company will remove it
from
its systems. If the Company keeps data
longer, it would be to satisfy legal or
regulatory obligations and
the
Company’s legal basis would be relevant laws or regulations (if the Participant is in the EU, EEA or United
Kingdom) or the Participant’s consent (if the
Participant is outside the EU, EEA or United Kingdom).
(e)
Data
Subject Rights. The Participant may have a number of rights under data privacy laws in the Participant’s
jurisdiction. Subject to the
conditions set out in the applicable law and depending
on where the Participant is
based,
such rights may
include the right
to (i) request
access to, or
copies of, the Data
processed by the
Company, (ii) rectification of
incorrect Data, (iii) deletion of Data, (iv) restrictions on the
processing of Data,
(v) object to the processing of
Data for legitimate interests, (vi) portability of Data, (vii) lodge complaints with
competent
authorities in the
Participant’s jurisdiction, and/or
to (viii) receive
a list with the
names and
addresses of any potential recipients of
Data. To receive clarification regarding these rights or to exercise these
rights, the Participant can contact HR
Direct.
(f)
Necessary
Disclosure of Personal Data. The Participant understands that providing the Company with Data is
necessary for the
performance of the Agreement and
that the Participant’s refusal
to provide the Data would
make it
impossible for the
Company to perform
its contractual obligations
and may affect the
Participant’s
ability to participate in the Plan.
(g)
Declaration
of Consent (if the Participant is outside the EU, EEA and United Kingdom).
The Participant hereby
unambiguously consents to
the collection, use and transfer, in electronic or other form, of the Data,
as described
above
and in
any other grant
materials, by and
among, as
applicable, the Employer, the
Company and any
affiliated company for
the exclusive purpose of implementing, administering
and managing the Participant’s
participation in the Plan. The Participant understands
that the Participant may, at any time, refuse or withdraw
the consents herein, in any
case without cost, by contacting HR Direct. If the
Participant does not consent or
later seeks to revoke the Participant’s consent, the
Participant’s employment status or service with the Employer
will
not be affected; the
Participant’s consequence of
refusing or withdrawing
consent is that
the Company
would not be able to award the
Participant Restricted Stock Units or any other equity award to the Participant
or administer or
maintain such awards. Therefore, the
Participant understands that refusing or withdrawing
consent may affect the Participant’s ability to
participate in the Plan. For more information on the consequences
of refusal to consent or withdrawal of consent, the
Participant should contact HR Direct.
10.
Clawback
.
This Award is specifically made subject to the Company’s Executive Compensation Clawback Policies.
15
11.
Insider Trading; Market Abuse
Laws
. By participating in the Plan, the Participant agrees to comply with the
Company’s policy
on insider trading
(to the extent that it is applicable to
the Participant), the Participant further acknowledges
that, depending on
the Participant’s or his or her broker’s
country of residence or where the shares of Stock are listed, the Participant may be subject
to insider trading restrictions and/or market abuse laws that may affect
the Participant’s ability to accept, acquire, sell or otherwise
dispose
of shares of Stock, rights to shares of Stock
(e.g., restricted stock units) or rights linked to the
value of shares of Stock,
during such times
the Participant is considered to have
“inside information” regarding the Company as
defined by the laws or
regulations in the Participant’s country. Local insider trading laws and
regulations may prohibit the cancellation or amendment of
orders the Participant places before he or she possessed inside information.
Furthermore, the Participant could be prohibited from
(i) disclosing the inside
information to any third party (other
than on a “need to know”
basis) and (ii) “tipping” third parties or
causing them
otherwise to buy or sell securities.
The Participant understands that
third parties include fellow employees. Any
restriction under these
laws or regulations are separate from
and in addition to any restrictions
that may be imposed under any
applicable Company insider trading policy. The Participant acknowledges that it is the Participant’s responsibility to comply with
any applicable restrictions, and that the Participant should therefore consult
the Participant’s personal advisor on this matter.
12.
Electronic
Delivery
. The Participant agrees, to the fullest extent permitted
by law, in lieu of receiving documents in paper format,
to accept
electronic delivery of
any documents that
the Company and its
Subsidiaries or affiliated
companies may deliver in
connection with
this grant and any
other grants offered
by the Company,
including prospectuses, grant
notifications, account
statements, annual
or quarterly reports,
and other communications.
Electronic delivery of
a document may be
made via the
Company’s email system or by reference to a location on the
Company’s intranet or website or a website of the Company’s agent
administering the Plan. By accepting this grant, whether electronically or otherwise, the Participant hereby consents to participate
in the Plan through such system, intranet, or website, including but not limited to the use of electronic signatures or click-through
electronic acceptance of terms and
conditions.
13.
English
Language
. The Participant acknowledges and agrees that it is the
Participant’s express intent that this Agreement and the
Plan and all
other documents, notices and legal proceedings entered into, given or instituted pursuant to the Restricted Stock Units
be drawn up
in English. To the extent the
Participant has been provided with a
copy of this Agreement, the Plan,
or any other
documents
relating to this Award in
a language other than English, the
English language documents will prevail in
case of any
ambiguities or divergences as a result of
translation.
14.
Addendum.
Notwithstanding any provisions in
this Agreement, the Restricted Stock Units shall be subject
to any special terms
and
conditions set forth in
the Country-Specific Addendum to this
Agreement (the “Addendum”). Moreover, if
the Participant
transfers to
one of the countries included in such Addendum, the special
terms and conditions for such country will apply to the
Participant, to the extent
the Company determines that the application of such
terms and conditions is necessary or advisable to
comply with local law or facilitate the administration of the Plan (or the Company may establish
alternative terms and conditions
as may be necessary or advisable to accommodate
the Participant’s transfer). The Addendum constitutes part of this
Agreement.
15.
Not a
Public Offering
.
The award of the
Restricted Stock Units
is not intended to
be a public
offering of securities
in the
Participant’s country
of employment (or
country of residence,
if different). The
Company has not
submitted any registration
statement, prospectus
or
other filings with the
local
securities authorities (unless
otherwise required under
local law), and the
award of the Restricted Stock
Units is not subject to the supervision of the
local securities authorities.
No employee
of the Company
or
any of its Subsidiaries or affiliated companies
is permitted to advise the Participant
on whether he/she should participate in
the Plan. Acquiring
shares of Stock involves a degree of risk.
Before deciding to participate in the Plan,
the Participant should
carefully
consider all risk factors relevant to
the acquisition of shares of
Stock under the Plan and
carefully review all of the
materials related to
the Restricted Stock Units and the
Plan. In addition, the Participant should
consult with his/her personal
advisor for professional investment
advice.
16.
Repatriation; Compliance with
Law.
cash acquired under the Plan in accordance with applicable foreign
exchange rules and regulations in the Participant’s country of
employment (and country of residence, if different). In addition, the
Participant agrees to take any and all actions, and consent to
any
and all actions taken by the Company and any
of its Subsidiaries and affiliated companies, as may
be required to allow the
Company and
any of its
Subsidiaries and affiliated
companies to comply
with local laws,
rules and/or regulations
in the
Participant’s country
of employment (and country of residence,
if different). Finally, the
Participant agrees to take any and all
actions as may be required to comply with the
Participant’s personal obligations under local laws, rules and/or
regulations in the
Participant’s country
of employment and country of residence, if different).
17.
Imposition
of Other
Requirements.
participation in
the Plan, on the Restricted Stock
Units, and on any shares
of Stock acquired under the Plan,
to the extent the
Company determines
it is necessary or advisable for
legal or administrative reasons, and to
require the Participant to sign any
additional agreements or undertakings that may be necessary to accomplish the
foregoing.
16
18.
Committee’s Powers.
No provision contained in this Agreement shall
in any way terminate, modify or alter, or be construed or
interpreted as terminating, modifying or
altering any of the powers, rights or authority vested
in the Committee or, to the extent
delegated, in its delegate,
pursuant to the terms of the Plan or
resolutions adopted in furtherance of the Plan, including, without
limitation, the right to make certain determinations and elections
with respect to the Restricted Stock Units. Any dispute regarding
the interpretation of this
Agreement or the terms of the Plan shall be
submitted to the Committee or its delegate who shall have
the
discretionary authority to construe the
terms of this Agreement, the
Plan, and
all documents ancillary to
this Award. The
decisions of the Committee or its
delegate shall be final and binding and any reviewing court of law or
other party shall defer to
its decision,
overruling if, and only if, it is arbitrary and capricious. In no way is
it intended that this review standard subject the
Plan or Award to the U.S. Employee Retirement Income Security
Act
.
19.
Binding
Effect.
lawfully claiming under the Participant.
20.
Governing Law and
Forum
. Without limiting
the effect of section 17, this
Agreement shall be governed by, and
construed in
accordance with, the laws of the State of Delaware without regard
to principles of conflict of laws.
21.
Severability
.
The provisions of this Agreement are severable and if any one or more of the provisions are determined to be illegal
or otherwise unenforceable, in whole or in part, the Agreement shall be reformed and construed so that it would be enforceable to
the maximum extent
legally possible, and if it cannot be
so reformed and construed, as if
such unenforceable provision, or part
thereof, had never been contained
herein.
22.
Waiver
.
The waiver by the Company with respect
to Employee’s (or any
other participant’s) compliance with any provision of
this Agreement shall not operate or be
construed as a waiver of any other provision of this Agreement,
or of any subsequent breach
by such party of a provision of this Agreement.
A copy of the Plan
and the Prospectus to the General
Mills, Inc. 2022 Stock Compensation Plan
is available on G&Me by searching
“2022 Stock Compensation
Plan”. A copy of
the Company’s latest Annual Report
on Form 10-K is also available
on the Company’s
website at
www.generalmills.com under Investor Information/Annual
Reports.
GENERAL MILLS, INC.
1
Exhibit 31.1
I,
Jeffrey L. Harmening, certify
that:
1. I have reviewed
this Quarterly Report on Form 10-Q of General Mills, Inc.;
2. Based
on my knowledge,
this report does
not contain any
untrue statement of
a material fact or
omit to state a
material fact
necessary to make the
statements made, in light of
the circumstances under which such statements
were made, not misleading
with respect to the period covered by this report;
3. Based
on my knowledge,
the financial statements,
and other financial
information included in
this report, fairly
present in all
material respects
the financial condition,
results of operations
and cash flows of
the registrant as
of, and for, the
periods
presented in this report;
4. The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures
(as defined
in Exchange Act
Rules 13a-15(e) and
15d-15(e)) and internal
control over financial
reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) designed
such disclosure controls and procedures, or
caused such disclosure controls and procedures
to be designed under
our supervision,
to ensure that
material information relating
to the registrant,
including its consolidated
subsidiaries, is
made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) designed
such internal control
over financial reporting,
or caused such
internal control over
financial reporting to be
designed under
our supervision, to
provide reasonable assurance
regarding the reliability
of financial reporting
and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c) evaluated
the effectiveness of
the registrant’s disclosure
controls and procedures
and presented in
this report our
conclusions about
the effectiveness of
the disclosure controls
and procedures, as of the
end of the period covered by this
report based on such evaluation; and
(d) disclosed
in this report any
change in the
registrant’s internal control
over financial reporting
that occurred during the
registrant’s most
recent fiscal quarter
(the registrant’s fourth
fiscal quarter in
the case of an
annual report) that has
materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The
registrant’s other certifying
officer and I have
disclosed, based on
our most recent
evaluation of internal
control over
financial reporting,
to the registrant’s
auditors and the
audit committee of
the registrant’s board
of directors (or persons
performing the equivalent functions):
(a) all
significant deficiencies and
material weaknesses
in the design or
operation of
internal control over financial reporting
which are
reasonably likely to
adversely affect the
registrant’s ability to
record, process, summarize
and report financial
information; and
(b) any
fraud, whether or
not material, that
involves management or
other employees who
have a significant
role in the
registrant’s internal control over financial reporting.
Date: September 17, 2025
/s/
Jeffrey L. Harmening
Jeffrey L. Harmening
Chief Executive Officer
1
Exhibit 31.2
I,
Kofi A. Bruce, certify
that:
1. I have reviewed
this Quarterly Report on Form 10-Q of General Mills, Inc.;
2. Based
on my knowledge,
this report does
not contain any
untrue statement of
a material fact or
omit to state a
material fact
necessary to make the
statements made, in light of
the circumstances under which such statements
were made, not misleading
with respect to the period covered by this report;
3. Based
on my knowledge,
the financial statements,
and other financial
information included in
this report, fairly
present in all
material respects
the financial condition,
results of operations
and cash flows of
the registrant as
of, and for, the
periods
presented in this report;
4. The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures
(as defined
in Exchange Act
Rules 13a-15(e) and
15d-15(e)) and internal
control over financial
reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) designed
such disclosure controls and procedures, or
caused such disclosure controls and procedures
to be designed under
our supervision,
to ensure that
material information relating
to the registrant,
including its consolidated
subsidiaries, is
made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) designed
such internal control
over financial reporting,
or caused such
internal control over
financial reporting to be
designed under
our supervision, to
provide reasonable assurance
regarding the reliability
of financial reporting
and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c) evaluated
the effectiveness of
the registrant’s disclosure
controls and procedures
and presented in
this report our
conclusions about
the effectiveness of
the disclosure controls
and procedures, as of the
end of the period covered by this
report based on such evaluation; and
(d) disclosed
in this report any
change in the
registrant’s internal control
over financial reporting
that occurred during the
registrant’s most
recent fiscal quarter
(the registrant’s fourth
fiscal quarter in
the case of an
annual report) that has
materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The
registrant’s other certifying
officer and I have
disclosed, based on
our most recent
evaluation of internal
control over
financial reporting,
to the registrant’s
auditors and the
audit committee of
the registrant’s board
of directors (or persons
performing the equivalent functions):
(a) all
significant deficiencies and
material weaknesses
in the design or
operation of
internal control over financial reporting
which are
reasonably likely to
adversely affect the
registrant’s ability to
record, process, summarize
and report financial
information; and
(b) any
fraud, whether or
not material, that
involves management or
other employees who
have a significant
role in the
registrant’s internal control over financial reporting.
Date: September 17, 2025
/s/ Kofi
A. Bruce
Kofi A.
Bruce
Chief Financial
Officer
1
Exhibit
32.1
I, Jeffrey
L. Harmening, Chief
Executive Officer of
General Mills, Inc.
(the “Company”), certify,
pursuant to Section
906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(1) the Quarterly Report
on Form 10-Q of the Company
for the fiscal quarter ended August 24,
2025 (the “Report”) fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
(2) the
information contained in the Report fairly
presents, in all material respects, the
financial condition and results of operations
of the Company.
Dated: September
17, 2025
/s/ Jeffrey L.
Harmening
Jeffrey L. Harmening
Chief Executive Officer
1
Exhibit 32.2
I,
Kofi A. Bruce, Chief
Financial Officer of General Mills,
Inc. (the
“Company”), certify, pursuant to
Section 906 of the
Sarbanes-
Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(1) the Quarterly Report
on Form 10-Q of the Company
for the fiscal quarter ended August 24,
2025 (the “Report”) fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
(2) the
information contained in the Report fairly
presents, in all material respects, the
financial condition and results of operations
of the Company.
Dated: September
17, 2025
/s/ Kofi A.
Bruce
Kofi A. Bruce
Chief Financial Officer