UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
||||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code:
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 27, 2022, C. Kim Goodwin was appointed to the Board of Directors of General Mills, Inc. (the “Company”). The Board has determined that Ms. Goodwin qualifies as an independent director in accordance with the New York Stock Exchange Listing Standards. Ms. Goodwin was appointed to the Compensation Committee and the Corporate Governance Committee of the Board. The size of the Company’s Board is now twelve directors.
Upon joining the Board, Ms. Goodwin will be compensated in accordance with the Company’s standard compensation policies and practices of the Board, which include a grant to Ms. Goodwin of restricted stock units with a grant date fair value of approximately $180,000 at her first Board meeting. In addition, Ms. Goodwin is entitled to an annual cash retainer of $90,000 paid in quarterly installments.
| Item 8.01 | Other Events. |
C. Kim Goodwin’s biographical information is furnished in the press release attached hereto as Exhibit 99.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 99 | Press release of General Mills, Inc. dated June 27, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 30, 2022
| GENERAL MILLS, INC. | ||
| By: | /s/ Karen Wilson Thissen | |
| Name: Karen Wilson Thissen | ||
| Title: General Counsel and Secretary | ||
Exhibit 99
June 27, 2022
General Mills Elects C. Kim Goodwin to Board of Directors
MINNEAPOLIS, Minnesota – General Mills (NYSE: GIS) today announced the election of C. Kim Goodwin to its board of directors effective June 27, 2022.
Goodwin is an experienced financial services professional and seasoned business leader. With her extensive background as a leader at global investment institutions, as well as her years of service as a public company director, she will offer valuable expertise and investor perspectives in the areas of finance and capital markets, shareholder value creation, strategic planning, and global leadership. In addition, Goodwin’s role as a board member for The TJX Companies, Inc. (NYSE: TJX) provides her with important perspectives on marketing and consumer insights that are highly relevant to General Mills.
The appointment of Goodwin reflects General Mills’ thoughtful approach to board succession and refreshment. The company continues to prioritize directors with world-class qualifications and experiences, and who represent diverse backgrounds and perspectives. With Goodwin’s election, the General Mills board is now comprised of 50% women and 33% ethnically diverse directors.
Prior to her current role as a private investor and independent director, she served as Managing Director and Head of Equities (Global) at Credit Suisse’s Asset Management division and Chief Investment Officer – Equities at State Street Research & Management. Previously, she held a variety of roles at American Century, Putnam Investments, Prudential, and Mellon Financial Corp. Goodwin currently serves on the boards of The TJX Companies, Inc. (NYSE: TJX), Popular, Inc. (NASDAQ: BPOP), and previously served on the board of Akamai Technologies, Inc. (NASDAQ: AKAM).
About General Mills
General Mills makes food the world loves. The company is guided by its Accelerate strategy to drive shareholder value by boldly building its brands, relentlessly innovating, unleashing its scale and being a force for good. Its portfolio of beloved brands includes household names such as Cheerios, Nature Valley, Blue Buffalo, Häagen-Dazs, Old El Paso, Pillsbury, Betty Crocker, Yoplait, Annie’s, Wanchai Ferry, Yoki and more. Headquartered in Minneapolis, Minnesota, USA, General Mills generated fiscal 2021 net sales of U.S. $18.1 billion. In addition, the company’s share of non-consolidated joint venture net sales totaled U.S. $1.1 billion.
Contacts
(Investors) Jeff Siemon: +1-763-764-2301
(Media) Kelsey Roemhildt: +1-763-764-6364
1