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): June 24, 2019

 

 

GENERAL MILLS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-01185   41-0274440

(State of

Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

Number One General Mills Boulevard

Minneapolis, Minnesota

  55426
(Address of Principal Executive Offices)   (Zip Code)

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

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol

 

Name of each exchange

on which registered

Common Stock, $.10 par value   GIS   New York Stock Exchange
Floating Rate Notes due 2020   GIS20A   New York Stock Exchange
2.100% Notes due 2020   GIS20   New York Stock Exchange
1.000% Notes due 2023   GIS23A   New York Stock Exchange
1.500% Notes due 2027   GIS27   New York Stock Exchange

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))

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).  ☐

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 24, 2019, Elizabeth C. Lempres was appointed to the Board of Directors of General Mills, Inc. (the “Company”). The Board has determined that Ms. Lempres qualifies as an independent director in accordance with the New York Stock Exchange Listing Standards. Ms. Lempres was appointed to the Audit Committee and the Finance Committee of the Board. The size of the Company’s Board is now thirteen directors.

Ms. Lempres’ compensation for Board service is consistent with the arrangements described in the Company’s definitive proxy statement filed on August 13, 2018, under “Director Compensation,” including a grant to Ms. Lempres of restricted stock units with a grant date fair value of approximately $180,000 at her first board meeting.

 

Item 8.01

Other Events.

Elizabeth C. Lempres’ biographical information is furnished in the press release attached hereto as Exhibit 99.1.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits .

 

99.1    Press release of General Mills, Inc. dated June 25, 2019.

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 27, 2019

 

GENERAL MILLS, INC.
By:   /s/ Richard C. Allendorf
  Name: Richard C. Allendorf
  Title: General Counsel and Secretary

Exhibit 99.1

 

LOGO

   News/Information  
     

                                                             Investor Relations

                                                             P. O. Box 1113

                                                             Minneapolis, MN 55440

 

FOR IMMEDIATE RELEASE

June 25, 2019

Contact : (analysts) Jeff Siemon: 763-764-2301        

(media) Kelsey Roemhildt: 763-764-6364        

General Mills Elects Elizabeth C. Lempres to Board of Directors and Declares Quarterly Dividend

MINNEAPOLIS, Minn. (June 25, 2019) — General Mills (NYSE: GIS) today announced the election of Elizabeth C. Lempres to its board of directors effective June 24, 2019. She will serve on the Audit and Finance committees of the board.

Ms. Lempres will provide strong global consumer products and retail experience to the board from her time advising multinational corporations and leading the consumer goods practice group at McKinsey & Company. She also brings deep strategic, financial and risk management expertise to the board and its committees.

Ms. Lempres’ appointment 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.

Ms. Lempres served as a Senior Partner at McKinsey & Company, a management consulting firm, until her retirement in 2017. During her 28 year career at McKinsey, she held a variety of positions of increasing responsibility, including Senior Partner and Global Leader, Private Equity and Principal Investors and Senior Partner and Global Leader, Consumer Sector. Before joining McKinsey, Ms. Lempres held positions in engineering related fields at IBM and General Electric. Ms. Lempres currently serves on the boards of Axalta Coating Systems and Canadian-based Great-West Lifeco.

In other action at its regularly scheduled June meeting, the General Mills board declared a quarterly dividend at the prevailing rate of $0.49 per share, payable August 1, 2019, to shareholders of record as of July 10, 2019. General Mills and its predecessor company have paid dividends without interruption for 120 years.

About General Mills

General Mills is a leading global food company that serves the world by making food people love. Its brands include Cheerios, Annie’s, Yoplait, Nature Valley, Häagen-Dazs, Betty Crocker, Pillsbury, Old El Paso, Wanchai Ferry, Yoki, Blue and more. Headquartered in Minneapolis, Minnesota, USA, General Mills generated fiscal 2018 proforma net sales of U.S. $17.0 billion, including $1.3 billion from Blue Buffalo. In addition, non-consolidated joint ventures generated an additional U.S. $1.1 billion in net sales.