UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 27, 2010

General Mills, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	001-01185	41-0274440
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
Number One General Mills Boulevard, Minneapolis, Minnesota		55426-1347
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 763-764-7600

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:

[  ]  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))

Item 5.02(e) Compensatory Arrangements of Certain Officers.

On September 27, 2010, at the 2010 Annual Meeting of Stockholders of General Mills, Inc. (the “Company”), stockholders adopted the Executive Incentive Plan (the “Plan”), which replaces an existing plan that terminated on September 25, 2010. A description of the Plan can be found in the Definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on August 16, 2010.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 27, 2010, General Mills, Inc. (the “Company”) held its 2010 Annual Meeting of Stockholders. Set forth below for each matter voted upon, are the number of votes cast for or against, the number of abstentions and, as applicable, the number of broker non-votes.

1.   Election of Directors. The following individuals were elected as directors, each to serve a one-year term expiring at the Company’s 2011 Annual Meeting of Stockholders, by the following votes:

 

							Broker
Director Nominee	For		Against		Abstain		Non-Votes
Bradbury H. Anderson		440,932,236		16,907,986		921,756		88,369,876
R. Kerry Clark		456,209,867		1,718,852		833,259		88,369,876
Paul Danos		410,571,065		47,220,907		970,006		88,369,876
William T. Esrey		450,948,569		6,831,244		982,165		88,369,876
Raymond V. Gilmartin		405,094,502		52,631,837		1,035,639		88,369,876
Judith Richards Hope		451,287,642		6,654,928		819,408		88,369,876
Heidi G. Miller		454,015,376		3,906,691		839,911		88,369,876
Hilda Ochoa-Brillembourg		451,786,214		6,110,781		864,983		88,369,876
Steve Odland		440,683,299		16,987,748		1,090,931		88,369,876
Kendall J. Powell		443,044,602		15,015,084		702,292		88,369,876
Lois E. Quam		455,565,152		2,305,147		891,679		88,369,876
Michael D. Rose		451,853,574		5,927,802		980,602		88,369,876
Robert L. Ryan		455,844,825		1,962,070		955,083		88,369,876
Dorothy A. Terrell		451,465,592		6,460,147		836,239		88,369,876

 

2. Adoption of the Executive Incentive Plan.  A new Executive Incentive Plan was adopted to replace an existing plan, which terminated on September 25, 2010, by the following vote:           

					Broker
For	Against		Abstain		Non-Votes
429,659,853		25,456,973		3,645,152		88,369,876

3. Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 29, 2011 was ratified by the following vote:

 

For	Against		Abstain
537,292,190		8,686,565		1,153,099

4. Advisory Vote on Executive Compensation. The Company’s overall executive compensation philosophy, policies and practices, as described in the Compensation Discussion and Analysis section of the Definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on August 16, 2010, was approved on an advisory basis, by the following vote:

					Broker
For	Against		Abstain		Non-Votes
447,288,087		6,999,780		4,474,111		88,369,876

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 hereunto duly authorized.

	General Mills, Inc.
October 1, 2010	By:	Trevor V. Gunderson
		Name: Trevor V. Gunderson
		Title: Vice President, Associate General Counsel and Assistant Secretary