UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 29, 2024, Benno O. Dorer and John G. Morikis were appointed to the Board of Directors of General Mills, Inc. (the “Company”). The Board has determined that Mr. Dorer and Mr. Morikis qualify as independent directors in accordance with the New York Stock Exchange Listing Standards. Mr. Dorer was appointed to the Audit and Corporate Governance Committees of the Board. Mr. Morikis was appointed to the Audit and Finance Committees of the Board. The size of the Company’s Board is now thirteen directors.
Upon joining the Board, Mr. Dorer and Mr. Morikis will be compensated in accordance with the Company’s standard compensation policies and practices of the Board, which include a grant of restricted stock units with a grant date fair value of approximately $180,000 at their first Board meeting. In addition, they are entitled to an annual cash retainer of $100,000 paid in quarterly installments.
Benno O. Dorer’s and John G. Morikis’ biographical information is furnished in the press release attached hereto as Exhibit 99.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 29, 2024, the Board of Directors of the Company amended the Company’s By-Laws to provide shareholders with a right to call a special shareholder meeting.
The foregoing description is qualified in its entirety by reference to the full text of the Company’s By-Laws, which are attached hereto as Exhibit 3 and incorporated herein by reference.
| Item 8.01 | Other Events. |
On January 16, 2024, the Company agreed to sell $500,000,000 aggregate principal amount of its 4.700% Notes due 2027 (the “Notes”) pursuant to the Underwriting Agreement, dated January 16, 2024 (the “Underwriting Agreement”), among the Company and BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule II thereto. The Notes will be issued pursuant to that certain Indenture, dated as of February 1, 1996 (as amended, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as Trustee, and the Officers’ Certificate and Authentication Order, dated January 30, 2024 (the “Officers’ Certificate”), pursuant to Sections 201, 301 and 303 of the Indenture. The offer and sale of the Notes has been registered under the Securities Act of 1933, as amended, by Registration Statement on Form S-3 (No. 333-259827). The sale of the Notes is expected to close on January 30, 2024, subject to customary closing conditions.
The purpose of this Current Report is to file with the Securities and Exchange Commission the Underwriting Agreement, the Officers’ Certificate and the opinion of Faegre Drinker Biddle & Reath LLP with respect to the validity of the Notes.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
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: January 30, 2024
| GENERAL MILLS, INC. | ||
| By: | /s/ Kofi A. Bruce | |
| Name: Kofi A. Bruce | ||
| Title: Chief Financial Officer | ||