UNITED STATES
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 14A
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Exchange Act of 1934 (Amendment No. )
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Soliciting Material Pursuant to §240.14a-12
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GENERAL MILLS, INC.
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General Mills Making Food People Love NOTICE OF 2018 ANNUAL MEETING AND PROXY STATEMENT
A LETTER FROM OUR CHAIRMAN AND CEO
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Dear Fellow Shareholders:
This year we established three global growth priorities that are critical to restoring sustainable topline growth for the company:
1) | Compete effectively across all our brands and geographies with compelling innovation and consumer news. |
2) | Accelerate our four differential growth platforms: Häagen-Dazs ice cream, snack bars, Old El Paso Mexican food, and our portfolio of natural and organic food brands. |
3) | Reshape our portfolio for stronger growth through strategic acquisitions and divestitures. |
In fiscal 2018, we made important progress against these priorities. We competed more effectively, with strong innovation, marketing and in-store execution driving positive organic net sales growth in each of our last three fiscal quarters. As a result, our full-year organic net sales growth rate finished ahead of our target and improved by 400 basis points versus the prior year. We developed strategic growth plans for our Accelerate businesses and began to execute against them in the latter part of the fiscal year. We also moved to reshape our portfolio for future growth with the acquisition of Blue Buffalo Pet Products, a fast-growing, highly-profitable business that is leading the transformation of the U.S. pet food category.
We continued to drive efficiency in our operations in fiscal 2018, generating substantial savings from Holistic Margin Management and other cost-reduction initiatives. However, these results were not enough to offset a marked increase in input cost inflation and other cost headwinds, leading to operating profit results that finished below our plan. Our disciplined focus on cash and success in reducing core working capital resulted in free cash flow of $2.2 billion, an increase of 28 percent over the prior year.
As we turn to fiscal 2019, well continue to follow our Consumer First strategy and execute against our global growth priorities to further improve our topline momentum. Well compete across all our brands and geographies, including on our large global platforms like cereal and yogurt. Well increase investments on our Accelerate businesses. And well reshape our portfolio by maximizing the growth opportunities for Blue Buffalo and assessing opportunities to divest businesses that are growth dilutive.
Well also benefit from key capabilities that weve built recently, including E-commerce and Strategic Revenue Management. These capabilities will drive growth for our brands in fiscal 2019, and theyre critical to our ability to generate consistent sales growth in the years to come. In addition, were keenly focused on maintaining our efficiency in this more inflationary cost environment, and we have initiatives underway to help protect our profitability.
I want to close by letting you know what an honor and privilege it is for me to serve as Chairman and CEO of General Mills. I would also like to thank our talented team of 40,000 employees around the world, who remain committed to our company and passionate about our purpose of serving the world by making food people love. Additionally, I would like to thank you, our shareholders, for your investment in General Mills. We appreciate your confidence in our business, and we look forward to delivering on our goals and driving growth and returns for you in the years to come.
August 13, 2018
Sincerely,
Jeffrey L. Harmening
Chairman and Chief Executive Officer
GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement | i |
A LETTER FROM OUR INDEPENDENT LEAD DIRECTOR
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Dear Fellow Shareholders:
Let me begin by thanking you for your investment in General Mills and for the confidence you have placed in the board of directors to oversee your interests in our company. It is an honor and a privilege to serve the company as a member of the board and as the boards Independent Lead Director. The board is actively guiding company strategy, monitoring performance against key priorities and following sound governance practices to deliver long-term value to shareholders. As our 2018 Annual Meeting approaches, I want to highlight some of the important work that the board has been performing on your behalf during the past year.
Focus on Long-Term Strategy and Priorities for Growth
Actively engaging with management to guide the development and execution of the companys long-term strategy remains the boards highest priority. The board reviews and discusses key elements of company strategy and considers potential strategic actions at each board meeting. The board and management remain committed to delivering long-term growth through our Consumer First strategy and global growth priorities.
This year the company made significant progress against its strategic priorities, including improving the competitive positioning of numerous brands, realizing results from our investments in growth platforms and continuing to reshape our portfolio through the acquisition of Blue Buffalo Pet Products, the leading brand in the fast-growing wholesome natural pet food category. The board and management carefully considered the Blue Buffalo acquisition in the context of our ongoing strategic planning, and we believe that Blue Buffalo provides a terrific opportunity to leverage our capabilities and add a value-generating new growth platform to our portfolio.
Leadership Succession Planning
The boards focus on long-term growth extends to its leadership succession planning and the selection of a CEO with the experience, leadership and vision to guide the companys next phase of growth. In June 2017, Jeff Harmening was appointed to serve as our CEO, following the planned retirement of Ken Powell. The appointment of Mr. Harmening was the culmination of a thoughtful succession plan led by the boards independent directors. After careful review and deliberation, the independent directors appointed Mr. Harmening to serve as the Chairman of the Board effective January 2018, following a transition period during which Mr. Powell continued to serve as Chairman. As Chairman and CEO, Jeff provides a clear vision, leadership and management accountability throughout the organization. The board has maintained a strong Independent Lead Director role to ensure that it fulfills its role of providing effective and independent oversight of management.
Executive Compensation Linked to Strategy and Performance
Our executive compensation programs are integral to the achievement of our long-term strategy and growth priorities. The compensation committee of the board is responsible for overseeing the design and implementation of a compensation program that both incents the accomplishment of our priorities and holds management accountable for company performance. The result is a program that is closely aligned with our strategic priorities and highly correlated with financial results.
ii | GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement |
Board Composition and Diversity
Our board is made up of highly committed and qualified individuals who bring a wealth of operating and industry experience and a diversity of perspectives to their roles. Over the past five years, our board has undergone significant refreshment, with seven of our ten independent directors joining the board since 2014. These new directors have been purposefully selected by the board for their deep and relevant skill sets and their ability to guide our strategy, counsel management in a dynamic business environment and effectively represent the interests of our shareholders. The additions also reflect our long-standing practice of maintaining a diverse board. I am grateful to work with such a capable and dedicated group of individuals, and I encourage you to support each of the boards nominees on this years ballot.
Investor Engagement
Finally, I would like to emphasize the value that our board places on the interactions the company has with its shareholders and the feedback received from such conversations. Building on our history of proactive shareholder outreach, in fiscal 2018 the company met with more than 100 investors who collectively hold nearly 50% of our outstanding shares to discuss topics including business strategy and priorities, executive succession planning, board composition and refreshment, executive compensation and sustainability practices. The feedback received during these meetings is an important contribution to boardroom conversations and decision-making. We look forward to your continued input, and we thank you for the opportunity to serve General Mills on your behalf.
August 13, 2018
Sincerely,
R. Kerry Clark
Independent Lead Director
GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement | iii |
NOTICE OF 2018 ANNUAL MEETING OF SHAREHOLDERS
Dear Fellow Shareholder:
Sincerely,
Richard C. Allendorf
Secretary
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 25, 2018
Our Notice of 2018 Annual Meeting of Shareholders, Proxy Statement and Annual Report to Shareholders
are available on the General Mills website at www.generalmills.com in the Investors section.
iv | GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement |
Agenda and Voting Recommendations
1 | Proposal Number 1: Election of Directors
ü The board of directors unanimously recommends a vote FOR each director nominee.
The 11 director nominees presented in this proposal are recommended for election to the board of directors. Additional information about each director and his or her qualifications may be found beginning on page 12. |
Director Since |
Committee Memberships | |||||||||||||||||
Name |
Age | Primary Occupation | Independent | AC | CC | CGC | FC | PRC | ||||||||||
Alicia Boler Davis
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49
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2016
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Executive Vice President of Global Manufacturing at General Motors Company
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R. Kerry Clark «
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66
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2009
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Retired Chairman and Chief Executive Officer of Cardinal Health, Inc.
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David M. Cordani
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52
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2014
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President and Chief Executive Officer of Cigna Corporation
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Roger W. Ferguson Jr.
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66
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2015
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President and Chief Executive Officer of TIAA
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Jeffrey L. Harmening
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51
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2017
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Chairman and Chief Executive Officer of General Mills, Inc.
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Maria G. Henry
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52
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2016
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Senior Vice President and Chief Financial Officer of Kimberly-Clark Corporation
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Heidi G. Miller
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65
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1999
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Retired President of JPMorgan International, J.P. Morgan Chase & Co.
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Steve Odland
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59
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2004
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President and Chief Executive Officer of the Conference Board
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Maria A. Sastre
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63
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2018
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Retired President and Chief Operating Officer of Signature Flight Support Corporation
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Eric D. Sprunk
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54
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2015
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Chief Operating Officer of NIKE, Inc.
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Jorge A. Uribe
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61
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2016
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Retired Global Productivity and Organization Transformation Officer of The Procter & Gamble Company
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« Independent Lead Director AC: Audit Committee CC: Compensation Committee
CGC: Corporate Governance Committee FC: Finance Committee PRC: Public Responsibility Committee
Committee Chairperson Committee Member Financial Expert
GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement | v |
2 |
Proposal Number 2: Advisory Vote on Executive Compensation
ü The board of directors unanimously recommends a vote FOR the resolution.
Additional information about executive compensation may be found beginning on page 33.
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Proposal Number 3: Ratify Appointment of the Independent Registered Public Accounting Firm
ü The board of directors unanimously recommends a vote FOR the resolution.
Additional information about the independent registered public accounting firm may be found beginning on page 60.
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Proposal Number 4: Shareholder Proposal for Report on Pesticide Use in Our Supply Chain and its Impacts on Pollinators
ü The board of directors unanimously recommends a vote AGAINST the proposal.
Additional information about this proposal may be found beginning on page 63.
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vi | GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement |
APPENDIX A NON-GAAP FINANCIAL MEASURES | A-1 | |||
2018 ANNUAL MEETING INFORMATION | BACK COVER |
GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement | vii |
This summary highlights information contained in the Proxy Statement. This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement before voting. For more information regarding the companys fiscal 2018 performance, please review the companys Annual Report on Form 10-K for the year ended May 27, 2018.
Business and Strategic Overview
GENERAL MILLS STRATEGIC FRAMEWORK
Long-Term Growth Model
GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement | 1 |
PROXY STATEMENT SUMMARY
LONG-TERM GROWTH MODEL
Growth Factor |
Compound Growth Rate | |
Organic Net Sales |
Low single-digit | |
Total Segment Operating Profit (on a constant-currency basis) |
Mid single-digit | |
Adjusted Diluted Earnings per Share (on a constant-currency basis) |
High single-digit | |
Dividend Yield |
2 to 3 percent | |
Total Shareholder Return |
Double-digit |
Performance Highlights for Fiscal 2018
Board Composition and Leadership
Board Composition
2 | GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement |
PROXY STATEMENT SUMMARY
As set forth below, our director nominees exhibit a balanced mix of tenure, age, independence, diversity and skills:
Skills and Experiences Support Our Long-term Strategy
Senior Executive Leadership | Industry Focus | Accounting & Financial Expertise | ||
Government / Public Policy | Global Experience | Governance | ||
Innovation | Marketing / E-Commerce | Health & Wellness |
Strong and Independent Board Leadership
GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement | 3 |
PROXY STATEMENT SUMMARY
Executive Compensation Highlights
Total Direct Compensation Element |
Pay Element | Performance Measure | Strategy & Performance Alignment | |||
Base Salary | Cash | ü Individual performance and competency reflected in position of salary in relation to external market |
ü Reflects base salaries positioned within a reasonable range of market median based on individual performance and contributions | |||
Annual Incentive | Cash-based award |
Corporate Performance (80%) ü Organic net sales growth ü Total segment operating profit growth ü Adjusted diluted EPS growth
Individual Performance (20%) |
ü Rewards and recognizes annual accomplishment of key financial objectives ü Corporate performance measures aligned with Long-Term Growth Model ü Corporate Performance Modifier (+/- 20%) may be used by the board to adjust for performance relative to peers | |||
Long-Term Incentive | Three-year measurement period | ü Performance metrics align with key elements for delivering growth and strong TSR | ||||
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Performance Share Units (1/3) |
ü Average organic net sales growth ü Cumulative free cash flow | ||||
Stock Options (1/3)
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ü Ultimate value tied to stock price appreciation | |||||
Restricted Stock
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ü Ultimate value tied to TSR
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CEO PAY MIX AT TARGET | OTHER NAMED EXECUTIVE OFFICER PAY MIX AT TARGET | |
4 | GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement |
PROXY STATEMENT SUMMARY
2018 Compensation Decisions and Alignment of Pay and Performance
Our performance in fiscal 2018 was mixed. While organic net sales finished ahead of plan, our results on total segment operating profit and adjusted diluted earnings per share fell short of our targets. This performance is reflected in our executive management teams TDC, with annual cash incentives paid below target and a reduction in the value of outstanding long-term incentive awards.
Corporate Governance and Compensation Practices
GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement | 5 |
PROXY STATEMENT SUMMARY
Corporate Governance Practices | Compensation Practices | |
ü Independent and diverse board of directors ü Strong Independent Lead Director with authority to approve board meeting agendas ü CEO and management succession planning ü Active shareholder engagement program with regular board updates ü Comprehensive director nomination process and substantive annual board evaluations ü Proxy access by-law ü Executive sessions for independent directors at each board meeting ü Board and committee agendas developed annually to address core responsibilities ü Enterprise risk management processes at board and committee levels ü Extensive oversight of sustainability and public policy issues impacting our business |
ü Significant alignment between pay and performance ü PSUs granted to all NEOs and other company officers ü Quantitative company performance measures ü Clawback policy ü Rigorous stock ownership requirements ü Tally sheets reviewed in connection with compensation decisions ü Annual risk assessment of pay programs ü Annual say-on-pay vote ü Direct engagement with shareholders ü Double-trigger change in control vesting provisions ü Fully independent compensation consultant ü Executive session at each compensation committee meeting ü No employment contracts for NEOs ü No officer or director hedging or pledging of company stock ü No excise tax gross-ups ü No payment of dividend equivalents on unvested shares or options
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6 | GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement |
PROPOSAL NUMBER 1 ELECTION OF DIRECTORS
Annual Board Evaluation Process
Our evaluation process consists of the following components:
BOARD EVALUATIONS
Performed By |
All Directors | Senior Management | Independent Lead Director | Independent Consultant | ||||
Frequency |
Annual | Annual | Annual (except if independent consultant is used) |
Every 3-4 years | ||||
Process |
Board members complete written board self-evaluations which: (a) provide for quantitative ratings of key board priorities and the operation of the board and (b) seek subjective feedback on areas for improvement. | Members of senior management who regularly interact with the board and/or its committees complete a written survey to provide input and perspective on the operation of the board. | The Independent Lead Director interviews each board member to elicit additional in-depth feedback on board and individual director performance that is not always available through the written evaluations. | A third-party governance expert conducts in-depth interviews with each director. The use of a third-party facilitator provides an outside perspective on board culture and individual director performance. | ||||
ü The Chairman, Independent Lead Director and corporate governance committee chair review and discuss the results. | ||||||||
ü The Independent Lead Director reviews a summary of the results with the full board, and changes are implemented as appropriate. | ||||||||
Results |
ü For third-party reviews, the Chairman, Independent Lead Director and corporate governance committee chair review and discuss the results with the third-party reviewer to identify feedback to the board on how it can enhance its effectiveness. | |||||||
ü The corporate governance committee reviews any concerns or issues regarding individual director performance and takes appropriate action if necessary.
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COMMITTEE EVALUATIONS
Performed By |
All Members of the respective Committees | |
Frequency |
Annual | |
Process |
Committee members complete committee self-evaluations which: (a) provide for quantitative ratings of each board committee and (b) seek subjective feedback on areas for committee improvement. | |
Results |
ü The Chairman, Independent Lead Director and corporate governance committee chair review and discuss the results and take appropriate action if necessary. ü Each committee discusses the survey results and the committee chairs present the results to the full board for its consideration and discussion.
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8 | GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement |
PROPOSAL NUMBER 1 ELECTION OF DIRECTORS
Board Refreshment and Director Succession Planning
Board Composition and Diversity
GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement | 9 |
PROPOSAL NUMBER 1 ELECTION OF DIRECTORS
Board Skills, Qualifications and Experience
The director nominees possess the qualifications, skills and experiences necessary to successfully guide and oversee the companys long-term strategy and priorities. Each of our directors has experience leading large, complex organizations. These experiences are particularly valuable in evaluating and considering key strategic decisions, setting priorities and critically evaluating performance. Importantly, many of our directors have backgrounds in consumer packaged goods, retail and other consumer-facing businesses that enable the board to guide management in a rapidly changing business, marketing and product innovation environment. The board also possesses significant financial and accounting expertise that ensures the critical evaluation of strategic actions, strong oversight of performance and careful attention to financial disclosures. Additionally, many directors have held international executive positions leading global businesses or segments. These directors provide helpful insights to board discussions as we continue to grow and expand our global operations. Board experience, governance and public policy skills are also key strengths of several of our directors and are important for the effective operation of the board and oversight of the company. While we consider deep and diverse experience to be a strength of the board, we consider the following skills and experiences to be particularly valuable in supporting the companys strategies and fulfilling the boards responsibilities:
Senior Executive Leadership |
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We believe that directors who have served as CEOs or senior executives are in a position to challenge management and contribute practical insight into business strategy and operations. Our directors provide sources of market intelligence, analysis and relationships that benefit the company. | ||
Industry Focus |
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As a company that relies on the strengths of our branded products, we seek directors who are familiar with the consumer packaged goods and retail industries. These directors help guide the company in assessing trends and external forces in these industries. | ||
Accounting and Financial Expertise |
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A strong understanding of accounting and finance is important for ensuring the integrity of our financial reporting and critically evaluating our performance. Our directors have significant accounting experience, corporate finance expertise and financial reporting backgrounds. | ||
Global Experience |
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A significant portion of the companys growth depends on its success in markets outside the U.S. Directors with a global perspective help us make decisions on our strategic expansion into international markets. | ||
Governance Expertise | A deep understanding of the boards duties and responsibilities enhances board effectiveness and ensures independent oversight that is aligned with shareholder interests. | |||
Marketing/E-Commerce Experience |
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Organic sales growth is one of our key financial metrics and directors with marketing expertise provide important perspectives on developing new markets and growing current markets. Sales and marketing expertise in e-commerce and mobile platforms is also vital to our growth and success in these channels. | ||
Innovation | Innovation is a core focus for the company and is critical in helping us continue to develop and deploy successful products to meet the demands and preferences of our consumers. | |||
Health and Wellness | A thorough understanding of the health and wellness trends among our consumers provides management and the board with insights into potential product enhancements and offerings. | |||
Government/Public Policy Expertise |
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Directors with governmental and policymaking experience play an increasingly important role on our board as our business becomes more heavily regulated and as our engagement with stakeholders continues to expand. |
Each non-employee director is required to demonstrate: independence; integrity; experience and sound judgment in areas relevant to our businesses; a proven record of accomplishment; willingness to speak ones mind; ability to commit sufficient time to the board; appreciation for the long-term interests of shareholders; the ability to challenge and stimulate management; and the ability to work well with fellow directors.
10 | GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement |
PROPOSAL NUMBER 1 ELECTION OF DIRECTORS
2018 Director Nominees
The board of directors unanimously recommends a vote FOR the election of each of the director nominees.
GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement | 11 |
PROPOSAL NUMBER 1 ELECTION OF DIRECTORS
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Alicia Boler Davis | |||
Age: 49 |
Committees: Finance; Public Responsibility (Chair) | |||
Independent Director Since: December 2016 |
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Alicia Boler Davis is Executive Vice President of Global Manufacturing at General Motors Company, a global automotive company. Ms. Boler Davis joined General Motors in 1994 as a manufacturing engineer and has held a variety of positions of increasing responsibility during her career including Vice President, Customer Experience and Senior Vice President, Global Quality and Customer Experience. Prior to joining General Motors, Ms. Boler Davis held engineering positions at The Upjohn Company and PepsiCo, Inc.
Contributions to the Board:
| As the current Executive Vice President of Global Manufacturing and the former Senior Vice President of Global Quality and Customer Experience at a global, consumer-facing automotive company, Ms. Boler Davis brings significant operating, marketing, and brand-building experience to the board. |
| Her global and regional management experiences overseeing major manufacturing facilities and improving customer experiences are a source of valuable insight for enhancing consumer-focused innovation and enhancing supply chain operations. |
| As the head of Global Manufacturing, Ms. Boler Davis also provides real time global perspectives on manufacturing and operational advances and innovations that enhance the boards perspective on these issues. |
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R. Kerry Clark, Independent Lead Director | |||
Age: 66 |
Committees: Corporate Governance; Finance | |||
Independent Director Since: 2009 |
Other Public Directorships: Avnet,
Inc.; | |||
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R. Kerry Clark served as Chairman and Chief Executive Officer of Cardinal Health, Inc., a provider of health care products and services, until his retirement in 2009. Mr. Clark joined Cardinal Health in 2006 as President and Chief Executive Officer and became Chairman in 2007. Prior to that, Mr. Clark had been with The Procter & Gamble Company, a consumer products company, since 1974. There, he held various positions including President of P&G Asia; President, Global Market Development and Business Operations; and from 2004 to 2006, Vice Chairman of the Board.
Contributions to the Board:
| As our Independent Lead Director, Mr. Clark draws on his business leadership, corporate strategy and governance expertise to provide strong, independent board leadership and to ensure board effectiveness by fostering active discussion and collaboration among the independent directors and serving as an effective liaison with management. |
| With a strong background in consumer packaged goods and health care products, he brings to the board extensive experience in launching new products, brand-building, marketing, and partnering with customers across sales channels. |
| Mr. Clark also lends a global business perspective, developed through his leadership of global business operations at Procter & Gamble. |
12 | GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement |
PROPOSAL NUMBER 1 ELECTION OF DIRECTORS
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David M. Cordani | |||
Age: 52 |
Committees: Audit; Compensation (Chair) | |||
Independent Director Since: 2014 |
Other Public Directorships: Cigna Corporation | |||
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David M. Cordani is President and Chief Executive Officer of Cigna Corporation, a global health insurance and health services company. Mr. Cordani joined Cigna in 1991 and has held a variety of finance and operating positions, including Chief Financial Officer for Cigna HealthCare and President and Chief Operating Officer for Cigna Corporation. He was named Chief Executive Officer of Cigna Corporation in 2009. Prior to joining Cigna, he held several senior staff positions at Coopers & Lybrand, an accounting firm.
Contributions to the Board:
| From his tenure as Chief Executive Officer of Cigna Corporation, Mr. Cordani is attuned to the challenges of operating and growing a consumer-facing, S&P 500 company in a highly regulated industry. Mr. Cordani brings current insights on business leadership, strategic planning and corporate governance. |
| His career-long experience in the health services industry enables him to contribute insights on emerging health and wellness trends and their potential impact on businesses and consumers. |
| Mr. Cordanis background as a certified public accountant and chief financial officer provides significant risk management and financial expertise to the audit committee. He is one of our audit committee financial experts. |
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Roger W. Ferguson Jr. | |||
Age: 66 |
Committees: Corporate Governance; Finance (Chair) | |||
Independent Director Since: 2015 |
Other Public Directorships: Alphabet
Inc.; | |||
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Roger W. Ferguson Jr., has served as President and Chief Executive Officer of TIAA (formerly TIAA-CREF), a financial services firm, since 2008. Prior to joining TIAA, Mr. Ferguson served as the Chairman of Swiss Re America Holding Corporation, a global reinsurance company, from 2006 to 2008. Mr. Ferguson has also served in various policy-making positions, including as Vice Chairman of the Board of Governors of the U.S. Federal Reserve System from 1999 to 2006. From 1984 to 1997, Mr. Ferguson was an associate and partner at the consulting firm McKinsey & Company.
Contributions to the Board:
| As the Chief Executive Officer of TIAA, a major financial services company and institutional investor, Mr. Ferguson provides valuable insights and investor perspective on matters of company strategy, performance and corporate governance. |
| Mr. Ferguson also brings significant financial and capital markets expertise to the board and finance committee. |
| With a career that includes management consulting, significant public policy roles, executive leadership and board service, he is well-positioned to enhance the boards strategic discussions and strong governance. |
GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement | 13 |
PROPOSAL NUMBER 1 ELECTION OF DIRECTORS
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Jeffrey L. Harmening | |||
Age: 51 |
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Director Since: June 2017 |
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Jeffrey L. Harmening is Chairman and Chief Executive Officer of General Mills, Inc. Mr. Harmening joined General Mills in 1994 and has served in a variety of positions before becoming Vice President of Marketing for Cereal Partners Worldwide (CPW), the companys joint venture with Nestlé based in Switzerland, in 2003. Mr. Harmening served as Vice President and Senior Vice President of the Big G cereal division from 2007 to 2012, and Senior Vice President, Chief Executive Officer of CPW from 2012 to 2014. From 2014 to 2016, he served as Executive Vice President, Chief Operating Officer, U.S. Retail. Mr. Harmening was appointed President and Chief Operating Officer of General Mills in 2016, Chief Executive Officer in 2017 and Chairman in 2018.
Contributions to the Board:
| With over 20 years of service at General Mills in a variety of senior leadership roles across several business categories, Mr. Harmenings deep knowledge of the companys business and the markets in which we operate position him well to serve as our Chairman and Chief Executive Officer. |
| Prior to his appointment as Chief Executive Officer, Mr. Harmening served in a number of key management and operational roles in the companys North America Retail division. |
| He also spent six years abroad focusing on our international operations, including two years as Chief Executive Officer of CPW. |
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Maria G. Henry | |||
Age: 52 |
Committees: Audit, Compensation | |||
Independent Director Since: 2016 |
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Maria G. Henry has been Senior Vice President and Chief Financial Officer of Kimberly-Clark Corporation since April 2015. Prior to that, she was Executive Vice President and Chief Financial Officer of Hillshire Brands, formerly known as Sara Lee Corporation, from 2012 to 2014. Ms. Henry was the Chief Financial Officer of Sara Lees North American Retail and Foodservice business from 2011 to 2012. Prior to Sara Lee, she held various senior leadership positions in finance and strategy in three portfolio companies of Clayton, Dubilier, and Rice, most recently as Executive Vice President and Chief Financial Officer of Culligan International from 2005 to 2011. Ms. Henry also held senior finance roles in several technology companies, and she began her career at General Electric.
Contributions to the Board:
| Ms. Henry brings significant accounting, auditing and financial reporting expertise to the board and audit committee. She is one of our audit committee financial experts. |
| As an active Chief Financial Officer of a global company who is directly responsible for finance, accounting, real estate and investor relations, Ms. Henry offers capital markets expertise and current insights on public company financial, governance and leadership matters. |
| Ms. Henrys consumer products background and experience make her well-positioned to critically and thoughtfully review and guide company strategy. |
14 | GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement |
PROPOSAL NUMBER 1 ELECTION OF DIRECTORS
|
Heidi G. Miller | |||
Age: 65 |
Committees: Audit (Chair); Finance | |||
Independent Director Since: 1999 |
Other Public Directorships: First Data
Corporation; | |||
|
Heidi G. Miller served as President of JPMorgan International, a division of global financial services firm J.P. Morgan Chase & Co., from 2010 until her retirement in 2012. She served as Executive Vice President, chief executive officer Treasury & Security Services, of J.P. Morgan Chase & Co. from 2004 to 2010. From 2002 to 2004, Ms. Miller served as Executive Vice President and Chief Financial Officer of Bank One Corporation. Previously, she had been Chief Financial Officer of Citigroup Inc.
Contributions to the Board:
| Ms. Millers extensive senior executive experience in the banking and financial industry, together with her public company board service, provide strong, independent leadership, experience leading complex organizations and critical evaluation of strategic priorities and investments. |
| Ms. Miller possesses significant experience in banking and finance in emerging markets. She spent 13 years with the Latin America Division of Chemical Bank, serving most recently as managing director and head of the emerging markets structured finance group. As head of Treasury & Security Services at JPMorgan Chase, she led the successful launch of a variety of new products and the groups global expansion, particularly in Asia. As President of JPMorgan International, she focused on growth in emerging markets and expanding the banks global corporate bank. |
| Ms. Millers financial expertise and risk management skills are valuable assets to the board, the audit committee and the finance committee. She is one of our audit committee financial experts and serves as the chair of our audit committee. |
|
Steve Odland | |||
Age: 59 |
Committees: Compensation; Corporate Governance (Chair) | |||
Independent Director Since: 2004 |
||||
|
Steve Odland is the President and Chief Executive Officer of the Conference Board. From 2013 to June of 2018, Mr. Odland was President and Chief Executive Officer of the Conference Boards public policy affiliate, the Committee for Economic Development. From 2011 to 2012, he was an Adjunct Professor in the graduate school of business at Lynn University and at Florida Atlantic University. Mr. Odland served as Chairman and Chief Executive Officer of Office Depot, Inc., an office merchandise retailer, from 2005 until 2010. From 2001 to 2005, he was Chairman and Chief Executive Officer of AutoZone, Inc., an auto parts retailer. Prior to that, he served as President and Chief Executive Officer of Tops Markets, Inc., a U.S. food retailer, from 1998 to 2000, and as President of the Foodservice Division of Sara Lee Bakery from 1997 to 1998. He was employed by The Quaker Oats Company from 1981 to 1996. Mr. Odland is also currently a Senior Advisor at Peter J. Solomon Company, and a CNBC contributor.
Contributions to the Board:
| As the former Chairman and Chief Executive Officer at Office Depot and AutoZone and past President and Chief Executive Officer of Tops Markets, Mr. Odland brings business leadership and strategic planning skills, retail expertise and an operating background to the board. |
| He provides valuable insights into consumer products marketing, brand-building, Internet marketing and sales, food service and international management from his executive roles in the food industry at Tops Markets, Quaker Oats and Sara Lee. |
| Mr. Odland also lends expertise on public policy and corporate governance from his experience as President and Chief Executive Officer of the Conference Board. |
GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement | 15 |
PROPOSAL NUMBER 1 ELECTION OF DIRECTORS
|
Maria A. Sastre | |||
Age: 63 |
Committees: Compensation; Corporate Governance | |||
Director Since: June 2018 |
Other Public Directorships: Publix
Supermarkets, Inc. | |||
|
Maria A. Sastre served as President and Chief Operating Officer of Signature Flight Support Corporation, the worlds largest network of fixed-base operations and support services for private and business aviation, from 2013 until her retirement in 2018. Ms. Sastre joined Signature Flight in 2010 as its Chief Operating Officer. From 2009 to 2010, she was President and Chief Executive Officer of Take Stock in Children, Inc., a Florida based non-profit that helps low-income youth escape the cycle of poverty through education. Ms. Sastre served with Royal Caribbean Cruises LTD from 2000 to 2008 where she held the positions of Vice President, International, Asia, Latin America & Caribbean, and Vice President of Hotel Operations. Previously, she had held various executive and leadership roles at United Airlines, Inc., Continental Airlines, Inc. and Eastern Airlines, Inc.
Contributions to the Board:
| Ms. Sastres significant senior executive experience in consumer facing businesses, together with over 20 years of public company board service at large grocery and restaurant companies, provide the board with valuable consumer, retail and food service insights. |
| Her global management expertise overseeing operations and marketing initiatives in Asia and Latin America, as well as her international merger and acquisition work, deepens the boards global perspective and marketing expertise. |
| Ms. Sastre has significant corporate governance and public company board experience, including service on corporate governance and compensation committees. |
|
Eric D. Sprunk | |||
Age: 54 |
Committees: Audit; Public Responsibility | |||
Independent Director Since: 2015 |
||||
|
Eric D. Sprunk has served as the Chief Operating Officer of NIKE, Inc., an athletic footwear and apparel business, since 2013. Mr. Sprunk joined NIKE in 1993, and has held a variety of positions, including Regional General Manager of NIKE Europe Footwear from 1998 to 2000, Vice President & General Manager of the Americas from 2000 to 2001, Vice President of Global Footwear from 2001 to 2009, and Vice President of Merchandising and Product from 2009 to 2013. Prior to joining NIKE, Mr. Sprunk was a certified public accountant with the accounting firm Price-Waterhouse from 1987 to 1993.
Contributions to the Board:
| As the current Chief Operating Officer at a global, brand-based consumer products company, Mr. Sprunk brings relevant marketing experience to the board, as well as operating expertise in key functions including manufacturing, sourcing, sales and procurement. His experience as Vice President of Merchandising and Product also provides the board with valuable perspectives on product innovation and development. |
| His global and regional international management experiences at NIKE provide the board with a unique perspective on developing and marketing innovative products in consumer markets around the world. |
| Mr. Sprunk is a certified public accountant who has worked in senior financial roles at NIKE and Price-Waterhouse, which provides valuable financial and accounting expertise. Mr. Sprunk is one of the audit committees financial experts. |
16 | GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement |
PROPOSAL NUMBER 1 ELECTION OF DIRECTORS
|
Jorge A. Uribe | |||
Age: 61 |
Committees: Compensation; Public Responsibility | |||
Independent Director Since: 2016 |
Other Public Directorships: Ingredion Incorporated | |||
|
Jorge A. Uribe served as Global Productivity and Organization Transformation Officer at The Procter & Gamble Company, a consumer products company, from 2012 until his retirement in 2015. Prior to 2012, Mr. Uribe served as Group President of Latin America at Procter & Gamble from 2004 to 2012, as Vice President, Marketing and Customer Business Development, Latin America from 2001 to 2004 and as Vice President, Venezuela and Andean Region from 1999 to 2001.
Contributions to the Board:
| Mr. Uribes international management background, including multi-regional and multi-country responsibility for operations throughout Latin America, together with his personal experience living and working outside the U.S., provides valuable perspective on the companys international markets and operations. |
| As the former Global Productivity and Organization Transformation Officer of Procter & Gamble, Mr. Uribe brings first-hand experience in leading innovative organizational changes through efficiency improvement and cost management. |
| The experiences developed throughout his career at Procter & Gamble deepen the boards overall consumer products, innovation and marketing expertise. |
GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement | 17 |
Corporate Governance |
ü Independent and diverse board of directors possessing skill sets critical to
our
|
Our Boards Key Responsibilities
Overseeing Business Strategy
18 | GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement |
CORPORATE GOVERNANCE
Leadership Development and Management Succession Planning
Overseeing Risk Management
GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement | 19 |
CORPORATE GOVERNANCE
Sustainability Leadership Structure
SUSTAINABILITY GOVERNANCE COMMITTEE CEO, CHAIRMAN OF THE BOARD CHIEF SUPPLY CHAIN OFFICER AND GLOBAL BUSINESS SOLUTIONS CHIEF INNOVATION, TECHNOLOGY AND QUALITY OFFICER CHIEF MARKETING OFFICER BOARD OF DIRECTORS, PUBLIC RESPONSIBILITY COMMITTEE CEO, CHAIRMAN OF THE BOARD CHIEF INNOVATION, TECHNOLOGY AND QUALITY OFFICER CHIEF SUPPLY CHAIN OFFICER AND GLOBAL BUSINESS SOLUTIONS CHIEF HUMAN RESOURCES OFFICER GLOBAL RESPONSIBILITY FOCUS AREAS GLOBAL SUSTAINABILITY HEALTH & NUTRITION GENERAL MILLS FOUNDATION WORKPLACE
Our Key Sustainability Priorities
22 | GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement |
CORPORATE GOVERNANCE
Sustainability Highlights
Upstream Protecting human and natural resources in our agriculture supply chain General Mills Promoting food quality, workplace safety & diversity, and environmental responsibility Downstream improving nutrition, expanding variety, and increasing sustainability 76% Of our 10 priority ingredients were sustainability sourced 225% Increase in acreage from which we source organic ingredients since 2009 $3.25M+ Investments in soil health initiatives through 2017 100% Facilities worldwide audited and/or certified for food safety by independent 3rd parties 47% U.S. management positions held by women 20%Percentage of U.S. workforce that is ethnically diverse 80% U.S. retail sales volume nutritionally improved since 2005 2nd Largest U.S. organic food producer 30 million Meals enabled through food donations around the world Significant Recognitions ISS Accolades Highest Environmental and Social Quality Scores A-CDP Climate rating B COP Water rating # 11Corporate Responsibility magazine's 100 Best Corporate citizensFTSE4 Good Index member
GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement | 23 |
CORPORATE GOVERNANCE
Board Committees and Their Functions
Audit Committee |
Compensation Committee |
Corporate Governance Committee |
Finance Committee |
Public Responsibility Committee | ||||||
Alicia Boler Davis
|
|
| ||||||||
R. Kerry Clark «
|
|
|
||||||||
David M. Cordani
|
|
|
||||||||
Roger W. Ferguson Jr.
|
|
|
||||||||
Maria G. Henry
|
|
|
||||||||
Heidi G. Miller
|
|
|
||||||||
Steve Odland
|
|
|
||||||||
Maria A. Sastre
|
|
|
||||||||
Eric D. Sprunk
|
|
| ||||||||
Jorge A. Uribe
|
|
|
« Independent Lead Director Chairperson Member Financial Expert
Audit Committee
Number of meetings in fiscal 2018: Seven
Functions:
24 | GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement |
CORPORATE GOVERNANCE
Financial Experts:
Compensation Committee
Number of meetings in fiscal 2018: Five
Functions:
Corporate Governance Committee
Number of meetings in fiscal 2018: Six
Functions:
Finance Committee
Number of meetings in fiscal 2018: Five
Functions:
GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement | 25 |
CORPORATE GOVERNANCE
Public Responsibility Committee
Number of meetings in fiscal 2018: Two
Functions:
Director Attendance
Board Independence and Related Person Transactions
Director Independence Determination
26 | GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement |
DIRECTOR COMPENSATION
Director Compensation for Fiscal 2018
The fiscal 2018 compensation of our independent directors is shown in the following table. Pro rata compensation is shown for Bradbury H. Anderson, Henrietta H. Fore, Robert L. Ryan and Dorothy A. Terrell who retired or resigned during fiscal 2018.
Name |
Fees Earned or Paid in Cash(4) ($) |
Stock Awards(5) ($) |
Total ($) | ||||||||||||
Bradbury H. Anderson(1)
|
85,000
|
|
180,024
|
|
265,024
| ||||||||||
Alicia Boler-Davis
|
82,500
|
|
180,024
|
|
262,524
| ||||||||||
R. Kerry Clark
|
105,000
|
|
180,024
|
|
285,024
| ||||||||||
David M. Cordani
|
90,000
|
|
180,024
|
|
270,024
| ||||||||||
Roger W. Ferguson, Jr
|
86,250
|
|
180,024
|
|
266,274
| ||||||||||
Henrietta H. Fore(2)
|
45,000
|
|
180,024
|
|
225,024
| ||||||||||
Maria G. Henry
|
80,000
|
|
180,024
|
|
260,024
| ||||||||||
Heidi G. Miller
|
95,000
|
|
180,024
|
|
275,024
| ||||||||||
Steve Odland
|
90,000
|
|
180,024
|
|
270,024
| ||||||||||
Robert L. Ryan(3)
|
23,750
|
|
|
|
23,750
| ||||||||||
Eric D. Sprunk
|
80,000
|
|
180,024
|
|
260,024
| ||||||||||
Dorothy A. Terrell(3)
|
18,750
|
|
|
|
18,750
| ||||||||||
Jorge A. Uribe
|
75,000
|
|
180,024
|
|
255,024
|
(1) | Mr. Anderson resigned from the board effective April 9, 2018 resulting in the forfeiture of his stock award. |
(2) | Ms. Fore resigned from the board effective December 31, 2017 resulting in the forfeiture of her stock award. |
(3) | Mr. Ryan and Ms. Terrell retired from the board effective September 26, 2017. |
(4) | Includes the annual retainer and additional fees for directors who serve as the Independent Lead Director, chair a committee or who serve on the audit committee. Retainers were paid in cash, except Mr. Cordani and Ms. Henry who each received their entire retainer in common stock (1,768 and 1,558 shares respectively), and Mr. Uribe who elected to receive his quarterly retainer in stock beginning in the second quarter of fiscal 2018 (1,137 shares). Shares issued in lieu of a cash retainer were valued at the closing sales price of our common stock on the NYSE on the quarterly retainer payment dates. |
(5) | Includes the grant date fair value for 3,464 RSUs granted to each director upon re-election in fiscal 2018, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718). The grant date fair value is based on $51.97 per share, the closing price of our common stock on the NYSE on the grant date, September 26, 2017. |
At fiscal year-end, each independent director had 3,464 unvested RSUs, except for Mr. Anderson and Ms. Fore who forfeited their unvested RSUs upon resignation from the board. |
The independent directors equity awards are now delivered entirely in RSUs, though they continue to hold previously awarded stock options. |
At fiscal year end, the total number of stock options held by each independent director was as follows: Mr. Clark 55,642; Ms. Miller 51,686; Mr. Odland 23,646; Mr. Ryan 51,686; and Ms. Terrell 16,452. |
30 | GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement |
OWNERSHIP OF GENERAL MILLS COMMON STOCK BY DIRECTORS, OFFICERS AND CERTAIN BENEFICIAL OWNERS
The following table shows the amount of General Mills common stock beneficially owned by (a) each director and director nominee, (b) each named executive officer listed in the Summary Compensation Table, (c) all directors, director nominees and executive officers as a group and (d) each person or group owning more than 5 percent of our outstanding shares. Unless otherwise noted, all amounts are as of July 27, 2018, and the shareholders listed in the table have sole voting and investment power with respect to the shares owned by them.
Amount and Nature of Beneficial Ownership | |||||||||||||||
Name of Beneficial Owner |
Shares(1) | Exercisable Options(2) | Percent of Class | ||||||||||||
Richard C. Allendorf
|
|
36,648
|
|
|
56,916
|
|
|
*
|
| ||||||
Alicia Boler Davis
|
|
6,365
|
|
|
|
|
|
*
|
| ||||||
John R. Church
|
|
50,199
|
(3)
|
|
179,403
|
|
|
*
|
| ||||||
R. Kerry Clark
|
|
33,953
|
|
|
55,642
|
|
|
*
|
| ||||||
David M. Cordani
|
|
18,465
|
|
|
|
|
|
*
|
| ||||||
Roger W. Ferguson Jr.
|
|
9,603
|
|
|
|
|
|
*
|
| ||||||
Jeffrey L. Harmening |
|
104,093 |
(4) |
|
296,095 |
|
|
*
|
| ||||||
Maria G. Henry
|
|
11,851
|
|
|
|
|
|
*
|
| ||||||
Heidi G. Miller |
|
69,091 |
(5) |
|
51,686 |
|
|
* |
| ||||||
Donal L. Mulligan
|
|
199,510
|
(6)
|
|
575,817
|
|
|
*
|
| ||||||
Jonathon J. Nudi
|
|
20,086
|
|
|
132,446
|
|
|
*
|
| ||||||
Steve Odland
|
|
119,847
|
|
|
23,646
|
|
|
*
|
| ||||||
Maria A. Sastre
|
|
|
|
|
|
|
|
*
|
| ||||||
Eric D. Sprunk
|
|
9,355
|
|
|
|
|
|
*
|
| ||||||
Jorge A. Uribe
|
|
8,637
|
|
|
|
|
|
*
|
| ||||||
All directors, nominees and executive officers as a group (23 persons)
|
|
1,118,069
|
(7)
|
|
2,381,104
|
|
|
*
|
| ||||||
BlackRock, Inc. |
|
44,778,041 |
(8) |
|
|
|
|
7.5 |
| ||||||
The Vanguard Group, Inc. |
|
40,646,804 |
(9) |
|
|
|
|
6.8 |
| ||||||
State Street Corporation |
|
33,946,639 |
(10) |
|
|
|
|
5.7 |
|
* | Indicates ownership of less than 1 percent of the total outstanding shares. |
(1) | Includes: |
| Shares of our common stock directly owned; |
| Shares of our common stock allocated to participant accounts under our 401(k) Plan; |
| RSUs that vest within 60 days of July 27, 2018, as to which the beneficial owner currently has no voting or investment power: 3,464 RSUs for each independent director except Maria Sastre; and 31,176 RSUs for all directors, nominees and executive officers as a group; and |
| Stock units that have vested and been deferred, as to which the beneficial owner currently has no voting or investment power: 2,901 units for Ms. Boler-Davis; 20,066 units for Mr. Clark; 6,139 units for Mr. Ferguson Jr.; 63,997 units for Mr. Harmening; 39,245 units for Ms. Miller; 15,159 units for Mr. Mulligan; 14,132 units for Mr. Nudi; 45,178 units for Mr. Odland; 5,891 units for Mr. Sprunk; and 417,288 units for all directors, nominees and executive officers as a group. |
(2) | Includes options that were exercisable on July 27, 2018 and options that become exercisable within 60 days of July 27, 2018. |
(3) | Includes 27,978 shares held in individual trusts by either Mr. Church or his spouse, for which they serve as trustees, and 3,581 shares owned by Mr. Churchs spouse. |
(4) | Includes 40,036 shares held in individual trusts by Mr. Harmening or his spouse, for which they serve as trustees. |
GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement | 31 |
OWNERSHIP OF GENERAL MILLS COMMON STOCK BY DIRECTORS, OFFICERS AND CERTAIN BENEFICIAL OWNERS
(5) | Includes 26,382 shares owned jointly by Ms. Miller and her spouse. |
(6) | Includes 179,899 shares owned jointly by Mr. Mulligan and his spouse. |
(7) | Includes 300,040 shares held solely by, jointly by, or in trust for the benefit of family members. |
(8) | Based on information contained in a Schedule 13G/A filed with the SEC on February 8, 2018 by BlackRock, Inc. and its subsidiaries (BlackRock), at 55 East 52nd Street, New York, New York 10055. The filing indicated that as of December 31, 2017, BlackRock had sole investment power over all of these shares, and sole voting power over 39,059,977 of these shares. |
(9) | Based on information contained in a Schedule 13G/A filed with the SEC on February 9, 2018 by The Vanguard Group and its subsidiaries (Vanguard), at 100 Vanguard Blvd., Malvern, Pennsylvania 19355. The filing indicated that as of December 31, 2017, Vanguard had sole investment power over 39,686,410 of these shares and shared investment power over 960,394 of these shares. The filing also indicated that as of December 31, 2017, Vanguard had sole voting power over 815,197 of these shares. |
(10) | Based on information contained in a Schedule 13G filed with the SEC on February 14, 2018 by State Street Corporation and its subsidiaries (State Street), at State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111. The filing indicated that as of December 31, 2017, State Street had shared investment power over all of these shares, and shared voting power over 33,850,737 of these shares and shared voting power over 163,866 of these shares. |
Section 16(a) Beneficial Ownership Reporting Compliance
32 | GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement |
Compensation Discussion and Analysis
Fiscal 2018 Named Executive Officers
Jeffrey L. Harmening, Chairman and Chief Executive Officer
Donal L. Mulligan, Chief Financial Officer
Jonathon J. Nudi, Group President, North America Retail
Richard C. Allendorf, General Counsel and Secretary
John R. Church, Chief Supply Chain and Global Business Solutions Officer
Kendall J. Powell, Former Chairman
|
Existing Policies and Practices |
ü
|
What we do:
|
×
|
What we dont do:
| ||||||||
ü Significant alignment between pay and performance ü PSUs granted to all NEOs and other company officers ü Quantitative company performance measures ü Clawback policy ü Rigorous stock ownership requirements ü Tally sheets reviewed in connection with compensation decision making ü Annual risk assessment of pay programs ü Annual say-on-pay vote ü Direct engagement with shareholders ü Double-trigger change in control vesting provisions ü Fully independent compensation consultant ü Executive session at each compensation committee meeting
|
× No employment contracts for NEOs × No officer or director hedging or pledging of company stock × No corporate aircraft × No excise tax gross up × No payment of dividend equivalents on unvested shares or options |
34 | GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement |
EXECUTIVE COMPENSATION
Executive Summary
Our Business Strategies and Priorities
Performance Highlights for Fiscal 2018
* | Organic net sales, adjusted diluted earnings per share and free cash flow are non-GAAP measures. For more information on the use of non-GAAP measures in the Proxy Statement, and a reconciliation of non-GAAP measures to the most directly comparable GAAP measures, see Appendix A. |
GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement | 35 |
EXECUTIVE COMPENSATION
Fiscal 2018 CEO Compensation Actions
Compensation Philosophy
36 | GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement |
EXECUTIVE COMPENSATION
Significant Percentage of Executive Pay Is At Risk
CEO PAY MIX AT TARGET | OTHER NAMED EXECUTIVE OFFICER PAY AT TARGET | |
The pay mix represented above assumes total direct compensation equal to target pay opportunity.
GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement | 37 |
EXECUTIVE COMPENSATION
Elements of Total Direct Compensation and Alignment with Performance Measures
Total Direct Compensation Element |
Pay Element | Performance Measure | Strategy & Performance Alignment | |||
Base Salary | Cash | ü Individual performance and competency reflected in position of salary in relation to external market |
ü Reflects base salaries positioned within a reasonable range of market median based on individual performance and contributions | |||
Annual Incentive | Cash-based award |
Corporate Performance (80%) ü Organic net sales growth ü Total segment operating profit growth ü Adjusted diluted EPS growth
Individual Performance (20%) |
ü Rewards and recognizes annual accomplishment of key financial objectives ü Corporate performance measures aligned with Long-Term Growth Model ü Corporate Performance Modifier (+/- 20%) may be used by the board to adjust for performance relative to peers | |||
Long-Term Incentive | Three-year measurement period | ü Performance metrics align with key elements for delivering growth and strong TSR | ||||
Performance |
ü Average organic net sales growth ü Cumulative free cash flow | |||||
Stock Options (1/3)
|
ü Ultimate value tied to stock price appreciation | |||||
Restricted Stock
|
ü Ultimate value tied to TSR |
Base Salary
CEO Base Salary
The board took into account CEO median pay within our industry peer group, including for newly hired and internally promoted CEOs, when setting Mr. Harmenings base salary for fiscal 2018.
|
38 | GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement |
EXECUTIVE COMPENSATION
Annual Incentive Award
Individual Target Incentive Percentage
Annual Company Performance Measures
GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement | 39 |
EXECUTIVE COMPENSATION
FISCAL 2018 PERFORMANCE AGAINST ANNUAL PERFORMANCE GOALS
Annual Performance Measure(1) and Weighting | Target | Fiscal 2018 Incentive Performance(2) |
Fiscal 2018 Performance Achievement |
|||||||||
Organic Net Sales Growth (1/3) |
-1.4 | % | -0.4 | % | 119 | % | ||||||
Total Segment Operating Profit Growth on a constant-currency basis (1/3) |
1.1 | % | -6.2 | % | 0 | % | ||||||
Adjusted Diluted Earnings Per Share Growth on a constant-currency basis (1/3) |
2.3 | % | -1.6 | % | 51 | % | ||||||
Annual Incentive Company Performance Achievement Percentage |
57 | % |
(1) | The Annual Company Performance Measures are non-GAAP Measures. For more information on the use of non-GAAP measures in the Proxy Statement and a reconciliation of non-GAAP measures to the most directly comparable GAAP measures, see Appendix A. |
(2) | Incentive performance is measured on a comparable basis and excludes the impact of changes in foreign currency exchange rates, acquisitions and divestitures completed during fiscal 2018, and income tax benefits from the Tax Cuts and Jobs Act as these items were not included in the annual operating plan or the performance targets approved by the board of directors and compensation committee at the beginning of the year. |
Individual Performance Ratings
Company Performance Modifier
40 | GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement |
EXECUTIVE COMPENSATION
Annual Incentive Award Calculation
The Individual Achievement and Business Achievement percentages can range from 0 200%.
CEO Annual Incentive Award
The annual incentive award granted to our CEO for fiscal 2018 performance is calculated below:
$1,200,000 X 160% X 80 % X 57% 46% =+ 20% X 75% = 15% + 0% = $1,163,520
2018 Annual Incentive earned was 61% of the targeted annual incentive award
|
Long-Term Incentive Award
CEO Long-term Incentive
Our long-term incentive is forward-looking and emphasizes future pay opportunity and retention. The long-term incentive award granted to our CEO at the beginning of fiscal 2018 is summarized below:
$4,669,713 = $1,500,005 PSUs + $1,669,669 Stock Options + $1,500,039 RSUs |
GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement | 41 |
EXECUTIVE COMPENSATION
Performance Share Units
Fiscal 2016-Fiscal 2018 PSU Measures and Weightings ($ in millions) | Target | Actual Performance(3) |
Award Achievement % |
|||||||||
Average Organic Net Sales Growth (50%)(1) |
1.5 | % | -1.4 | % | 0 | % | ||||||
Cumulative Free Cash Flow (50%)(2) |
$ | 5,650 | $ | 6,009 | 132 | % | ||||||
Fiscal 2016-Fiscal 2018 PSU Performance Achievement |
66 | % |
(1) | Organic Net Sales Growth: growth in sales for the company, excluding any impacts from acquisitions, divestitures, foreign currency exchange and the impact of a 53rd week in fiscal 2016. |
(2) | Cumulative Free Cash Flow: cash generation performance measured by cash flow from operations, less capital expenditures. |
(3) | Actual Performance: cumulative free cash flow has been adjusted for restructuring projects and acquisitions and divestitures not included in original targets. Average Organic Net Sales Growth and Cumulative Free Cash Flow are non-GAAP measures. For more information on the use of non-GAAP measures in the Proxy Statement, and a reconciliation of non-GAAP measures to the most comparable GAAP measures, see Appendix A. |
Stock Options and Restricted Stock Units
Other Elements of Compensation
Retirement and Health Benefits
Perquisites
42 | GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement |
EXECUTIVE COMPENSATION
Severance
The Compensation Process
Determining Executive Compensation
The Industry Peer Group
GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement | 43 |
EXECUTIVE COMPENSATION
OUR INDUSTRY PEER GROUP
Campbell Soup Co. | Dr. Pepper Snapple Group Inc. | Mondelēz International, Inc. | ||
Clorox Co. | The Hershey Co. | Nestlé SA* | ||
The Coca-Cola Co. | The J. M. Smucker Company | PepsiCo, Inc. | ||
Colgate-Palmolive Co. | Kellogg Co. | The Procter & Gamble Company | ||
Conagra Brands, Inc. | Kimberly-Clark Corp. | Reckitt Benckiser Group plc* | ||
Danone Inc.* | The Kraft Heinz Company | Unilever NV* |
* | Excluded from compensation comparisons due to lack of publicly available pay information. |
The compensation committee annually compares General Mills compensation under various performance scenarios versus industry peer group practices to ensure that our programs are competitive and that pay is commensurate with performance relative to the industry.
Key Policies Supplemental Information
Significant Executive Investment in Company Stock
44 | GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement |
EXECUTIVE COMPENSATION
STOCK OWNERSHIP FOR ACTIVE NAMED EXECUTIVE OFFICERS
Name |
Required Base Salary Multiple |
Shares Owned |
Actual Base Salary Multiple |
|||||||||
Jeffrey L. Harmening |
||||||||||||
Chairman and Chief Executive Officer |
10x | 188,058 | 7x | |||||||||
Donal L. Mulligan |
||||||||||||
Chief Financial Officer |
5x | 259,574 | 16x | |||||||||
Jonathon J. Nudi |
||||||||||||
Group President, North America Retail |
5x | 50,653 | 3x | |||||||||
Richard C. Allendorf |
||||||||||||
General Counsel and Secretary |
5x | 63,833 | 5x | |||||||||
John R. Church |
||||||||||||
Chief Supply Chain and Global Business Solutions Officer |
5x | 75,634 | 5x |
Robust Clawback Policy
Restrictions on Hedging or Pledging Company Stock
Compensation that is Tax Deductible by the Company
GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement | 45 |
EXECUTIVE COMPENSATION
SUBMITTED BY THE COMPENSATION COMMITTEE
David M. Cordani, Chair
Maria G. Henry
Steve Odland
Jorge A. Uribe
The following tables and accompanying narrative should be read in conjunction with the Compensation Discussion and Analysis. They present compensation for our CEO and CFO and each of the other three most highly-compensated executive officers active at the end of fiscal 2018 and for our former Chairman.
Name |
Year | Salary ($) |
Stock Award(1) ($) |
Option Award(2) ($) |
Non-Equity Incentive Plan ($) |
Change in Pension Value and Deferred Compensation Earning(4) ($) |
All Other ($) |
Total ($) | ||||||||||||||||||||||||||||||||
Jeffrey L. Harmening(9) Chairman and CEO |
2018 | 1,200,000 | 3,000,044 | 1,669,669 | 1,163,520 | 853,731 | 86,651 | 7,973,615 | ||||||||||||||||||||||||||||||||
2017 | 775,000 | 1,500,029 | 992,182 | 317,750 | 969,256 | 73,888 | 4,628,105 | |||||||||||||||||||||||||||||||||
2016 | 650,000 | 844,800 | 419,044 | 760,500 | 822,309 | 78,873 | 3,575,526 | |||||||||||||||||||||||||||||||||
Donal L. Mulligan CFO |
2018 | 746,967 | 1,235,127 | 687,346 | 452,662 | 488,120 | 63,084 | 3,673,306 | ||||||||||||||||||||||||||||||||
2017 | 736,050 | 1,520,157 | 1,005,409 | 301,781 | 924,174 | 80,761 | 4,568,332 | |||||||||||||||||||||||||||||||||
2016 | 712,300 | 870,375 | 419,044 | 904,621 | 927,619 | 97,792 | 3,931,751 | |||||||||||||||||||||||||||||||||
Jonathon J. Nudi Group President, North America Retail |
2018 | 705,833 | 950,080 | 528,730 | 484,202 | 415,932 | 53,865 | 3,138,642 | ||||||||||||||||||||||||||||||||
Richard C. Allendorf |
2018 | 579,125 | 910,111 | 506,463 | 303,925 | 536,788 | 47,062 | 2,883,474 | ||||||||||||||||||||||||||||||||
General Counsel & Secretary |
2017 | 542,500 | 660,146 | 436,559 | 243,040 | 610,155 | 46,729 | 2,539,129 | ||||||||||||||||||||||||||||||||
John R. Church |
2018 | 648,250 | 550,052 | 306,108 | 341,663 | 350,767 | 51,606 | 2,248,446 | ||||||||||||||||||||||||||||||||
Chief Supply Chain & GBS Officer |
2017 | 577,767 | 660,146 | 436,559 | 212,618 | 705,548 | 57,987 | 2,650,625 | ||||||||||||||||||||||||||||||||
2016 | 559,100 | 521,146 | 251,423 | 568,046 | 738,290 | 69,955 | 2,707,960 | |||||||||||||||||||||||||||||||||
Kendall J. Powell |
2018 | 554,167 | 3,000,023 | | 886,667 | | 135,842 | 4,576,699 | ||||||||||||||||||||||||||||||||
Former Chairman |
2017 | 1,236,667 | 4,086,646 | 2,703,034 | 811,253 | 161,814 | 165,110 | 9,164,524 | ||||||||||||||||||||||||||||||||
2016 | 1,206,500 | 3,423,719 | 1,796,295 | 2,258,568 | 2,124,905 | 187,903 | 10,997,890 |
Footnotes to the Summary Compensation Table:
(1) | 2018 amounts reported for stock awards represent the aggregate grant date fair value of RSUs and PSUs awarded to the NEOs in fiscal 2018. RSUs awarded to the NEOs have four-year cliff vesting, and PSUs awarded to the NEOs have a three-year performance period (fiscal 2018-2020). Grant date fair value is calculated in accordance with FASB ASC Topic 718. The grant date fair value of each stock award equals the closing price of our common stock on the NYSE on the grant date ($55.52 for RSUs and $55.20 for PSUs in fiscal 2018, $66.52 for RSUs and $72.02 for PSUs in fiscal 2017, and $55.72 for RSUs and $56.96 for PSUs in fiscal 2016). The values shown have not been adjusted to reflect that these units are subject to forfeiture. The PSU value assumes target performance over the performance period and is consistent with the estimate of aggregate compensation cost to be recognized over the performance period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. |
46 | GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement |
EXECUTIVE COMPENSATION
The following table reflects the value at grant date of the 2018 PSU awards at minimum, threshold, target, and maximum performance levels |
GRANT DATE VALUE OF 2018 PERFORMANCE SHARE UNITS
At Minimum 0% ($) |
At Threshold 25% ($) |
At Target 100% ($) |
At Maximum 150% ($) | |||||||||||||||||
Jeffrey L. Harmening | 0 | 375,029 | 1,500,005 | 2,250,007 | ||||||||||||||||
Donal L. Mulligan | 0 | 154,394 | 617,578 | 926,366 | ||||||||||||||||
Jonathon J. Nudi | 0 | 118,790 | 475,051 | 712,577 | ||||||||||||||||
Richard C. Allendorf | 0 | 113,767 | 455,069 | 682,603 | ||||||||||||||||
John R. Church | 0 | 68,779 | 275,006 | 412,510 |
(2) | 2018 amounts reported for option awards represent the grant date fair value of options awarded to the NEOs in fiscal 2018. Stock options awarded to the NEOs in fiscal 2018 have four-year cliff vesting. The grant date fair value of options calculated in accordance with FASB ASC Topic 718 equals $6.18 per share (fiscal 2018), $8.80 per share (fiscal 2017), and $7.24 per share (fiscal 2016), based on our Black-Scholes option pricing model. The following assumptions were used in the fiscal 2018 calculation: expected term of 8.2 years; dividend yield of 3.6 percent annually; dividend growth rate of 6.4 percent annually; a risk-free interest rate of 2.2 percent; and expected price volatility of 15.8 percent. Fiscal 2017 and 2016 assumptions are listed in our proxy statements for those years. The values shown have not been adjusted to reflect that these options are subject to forfeiture. |
(3) | As described in the Annual Incentive Award section of the Compensation Discussion and Analysis on pages 39-41, the amounts reported reflect annual incentive awards earned for performance under the Executive Incentive Plan for fiscal 2018, 2017 and 2016. |
(4) | Includes the annual increase in the actuarial present value of accumulated benefits under our Pension Plan and Supplemental Retirement Plan. |
There have been no enhanced pension benefits delivered to our NEOs via a change in plan design over the last three fiscal years. Reasons for the increases relate to additional service, aging and increases in Final Average Earnings as defined in the Pension Benefits section. |
(5) | All Other Compensation for fiscal 2018 includes the following amounts: |
Name | Contributions to Retirement Savings Plans(6) ($) |
Perquisites and Other Personal Benefits(7) ($) |
Total ($) | ||||||||||||
Jeffrey L. Harmening | 47,443 | 39,208 | 86,651 | ||||||||||||
Donal L. Mulligan | 42,359 | 20,725 | 63,084 | ||||||||||||
Jonathon J. Nudi | 28,488 | 25,377 | 53,865 | ||||||||||||
Richard C. Allendorf | 26,472 | 20,590 | 47,062 | ||||||||||||
John R. Church | 30,987 | 20,619 | 51,606 | ||||||||||||
Kendall J. Powell | 67,764 | 68,078 | 135,842 |
(6) | Includes the companys fixed and variable contributions during fiscal 2018 to the 401(k) Plan, the Supplemental Savings Plan and the Deferred Compensation Plan. Contributions to the Deferred Compensation Plan are made as if these amounts had been contributed to the 401(k) Plan and the Supplemental Savings Plan. For more information on the terms of the contributions, see Other Retirement Savings Plans. |
CONTRIBUTIONS TO RETIREMENT SAVINGS PLANS
Name |
Matching Contributions Deferred Compensation ($) |
Matching Contributions to 401(k) Plan ($) |
Contributions to Supplemental ($) |
Total ($) | ||||||||||||||||
Jeffrey L. Harmening | 1,700 | 8,250 | 37,493 | 47,443 | ||||||||||||||||
Donal L. Mulligan | | 8,250 | 34,109 | 42,359 | ||||||||||||||||
Jonathon J. Nudi | | 8,250 | 20,238 | 28,488 | ||||||||||||||||
Richard C. Allendorf | | 8,312 | 18,160 | 26,472 | ||||||||||||||||
John R. Church | | 9,081 | 21,906 | 30,987 | ||||||||||||||||
Kendall J. Powell | | | 67,764 | 67,764 |
GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement | 47 |
EXECUTIVE COMPENSATION
(7) | Includes the following perquisites and other personal benefits for fiscal 2018: |
PERQUISITES AND OTHER PERSONAL BENEFITS
Name |
Personal Use of ($) |
Financial Counseling ($) |
Total ($) | ||||||||||||
Jeffrey L. Harmening | 13,652 | 25,556 | 39,208 | ||||||||||||
Donal L. Mulligan | 12,329 | 8,396 | 20,725 | ||||||||||||
Jonathon J. Nudi | 11,154 | 14,223 | 25,377 | ||||||||||||
Richard C. Allendorf | 12,590 | 8,000 | 20,590 | ||||||||||||
John R. Church | 15,619 | 5,000 | 20,619 | ||||||||||||
Kendall J. Powell | 38,078 | 30,000 | 68,078 |
(8) | Includes the annual taxable value of the vehicle according to Internal Revenue Service regulations plus the applicable Internal Revenue Service rate per mile to cover maintenance charges. For Mr. Powell this amount also includes a $17,948 discount on his purchase of his company automobile, which was a percentage of wholesale value based on years of service. |
(9) | Mr. Powell retired as Chairman and Mr. Harmening succeeded him in that role effective January 1, 2018. There were no changes to Mr. Harmenings compensation as a result of his appointment as Chairman. |
Grants of Plan-Based Awards for Fiscal 2018
Estimated Possible Payouts Under Non-Equity |
Estimated Future Payouts Under Equity |
All Other Stock Awards: Number of Shares of Stock or Units (#) |
All Other Option Awards: Number of Securities Underlying Options (#) |
Exercise or Base Price of Option Awards ($/Share) |
Grant Date Fair Value of Stock and Option Awards ($) |
|||||||||||||||||||||||||||||||||||||||||||
Name |
Grant Date |
Award Type |
Threshold ($) |
Target ($) |
Maximum ($) |
Threshold (#) |
Target (#) |
Maximum (#) |
||||||||||||||||||||||||||||||||||||||||
Jeffrey L. Harmening |
Cash | (1) | 541,440 | 1,920,000 | 3,840,000 | | | | | | | | ||||||||||||||||||||||||||||||||||||
6/27/2017 | (2) | RSU | | | | | | | 27,018 | | | 1,500,039 | ||||||||||||||||||||||||||||||||||||
8/1/2017 | (3) | PSU | | | | 6,794 | 27,174 | 40,761 | | | | 1,500,005 | ||||||||||||||||||||||||||||||||||||
6/27/2017 | (4) | Options | | | | | | | | 270,173 | 55.52 | 1,669,669 | ||||||||||||||||||||||||||||||||||||
Donal L. Mulligan |
Cash | (1) | 210,645 | 746,967 | 1,493,933 | | | | | | | | ||||||||||||||||||||||||||||||||||||
6/27/2017 | (2) | RSU | | | | | | | 11,123 | | | 617,549 | ||||||||||||||||||||||||||||||||||||
8/1/2017 | (3) | PSU | | | | 2,797 | 11,188 | 16,782 | | | | 617,578 | ||||||||||||||||||||||||||||||||||||
6/27/2017 | (4) | Options | | | | | | | | 111,221 | 55.52 | 687,346 | ||||||||||||||||||||||||||||||||||||
Jonathon J. Nudi |
Cash | (1) | 152,460 | 705,833 | 1,411,667 | | | | | | | | ||||||||||||||||||||||||||||||||||||
6/27/2017 | (2) | RSU | | | | | | | 8,556 | | | 475,029 | ||||||||||||||||||||||||||||||||||||
8/1/2017 | (3) | PSU | | | | 2,152 | 8,606 | 12,909 | | | | 475,051 | ||||||||||||||||||||||||||||||||||||
6/27/2017 | (4) | Options | | | | | | | 85,555 | 55.52 | 528,730 | |||||||||||||||||||||||||||||||||||||
Richard C. Allendorf |
Cash | (1) | 130,651 | 463,300 | 926,600 | | | | | | | | ||||||||||||||||||||||||||||||||||||
6/27/2017 | (2) | RSU | | | | | | | 8,196 | | | 455,042 | ||||||||||||||||||||||||||||||||||||
8/1/2017 | (3) | PSU | | | | 2,061 | 8,244 | 12,366 | | | | 455,069 | ||||||||||||||||||||||||||||||||||||
6/27/2017 | (4) | Options | | | | | | | | 81,952 | 55.52 | 506,463 | ||||||||||||||||||||||||||||||||||||
John R. Church |
Cash | (1) | 158,992 | 563,800 | 1,127,600 | | | | | | | | ||||||||||||||||||||||||||||||||||||
6/27/2017 | (2) | RSU | | | | | | | 4,954 | | | 275,046 | ||||||||||||||||||||||||||||||||||||
8/1/2017 | (3) | PSU | | | | 1,246 | 4,982 | 7,473 | | | | 275,006 | ||||||||||||||||||||||||||||||||||||
6/27/2017 | (4) | Options | | | | | | | | 49,532 | 55.52 | 306,108 | ||||||||||||||||||||||||||||||||||||
Kendall J. Powell |
Cash | (1) | 0 | 886,667 | 1,773,333 | | | | | | | | ||||||||||||||||||||||||||||||||||||
6/27/2017 | (2) | RSU | | | | | | | 54,035 | | | 3,000,023 | ||||||||||||||||||||||||||||||||||||
8/1/2017 | (3) | PSU | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||
6/27/2017 | (4) | Options | | | | | | | | | 55.52 | |
(1) | Annual Incentive Awards for Fiscal 2018 Performance: Cash. Includes the potential range of 2018 annual incentive awards as described in the Compensation Discussion and Analysis. The actual amount earned for fiscal 2018 performance is reported under the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table. |
(2) | Long-Term Incentive Awards: Restricted Stock Units. Includes RSUs granted in fiscal 2018 under the 2011 Stock Compensation Plan. |
(3) | Long-Term Incentive Awards: Performance Share Units. Includes PSUs that will be paid out based on a fiscal 2018-2020 performance period under the 2011 Stock Compensation Plan as described in the Compensation Discussion & Analysis. |
(4) | Long-Term Incentive Awards: Options. Includes options granted in fiscal 2018 under the 2011 Stock Compensation Plan. |
48 | GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement |
EXECUTIVE COMPENSATION
Information on the terms of these awards are described under Elements of Total Direct Compensation in the Compensation Discussion and Analysis. See Potential Payments Upon Termination or Change in Control for a discussion of how equity awards are treated under various termination scenarios.
The following table summarizes the outstanding equity awards as of May 27, 2018 for each of the NEOs.
Outstanding Equity Awards at 2018 Fiscal Year-End
Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||||
Name |
Vesting Date(1) |
Number of Securities Underlying Unexercised (#) Exercisable |
Number
of (#) Unexercisable |
Options Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units That Have Not Vested(2) ($) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) |
Market Value of Shares or Units That Have Not Vested(2) ($) | ||||||||||||||||||||||||||||||||||||||
Jeffrey L. Harmening |
6/24/2018 | 12,012 | $ | 512,192 | |||||||||||||||||||||||||||||||||||||||||||
6/24/2018 | 1,805 | $ | 76,965 | ||||||||||||||||||||||||||||||||||||||||||||
6/30/2019 | 5,788 | $ | 246,800 | ||||||||||||||||||||||||||||||||||||||||||||
6/30/2019 | 2,972 | $ | 126,726 | ||||||||||||||||||||||||||||||||||||||||||||
6/30/2019 | * | 4,345 | $ | 185,271 | |||||||||||||||||||||||||||||||||||||||||||
6/21/2020 | 11,275 | $ | 480,766 | ||||||||||||||||||||||||||||||||||||||||||||
7/15/2019 | 10,414 | $ | 444,053 | ||||||||||||||||||||||||||||||||||||||||||||
6/27/2021 | 27,018 | $ | 1,152,048 | ||||||||||||||||||||||||||||||||||||||||||||
8/1/2020 | 27,174 | $ | 1,158,699 | ||||||||||||||||||||||||||||||||||||||||||||
6/23/2012 | 55,260 | | $ | 31.70 | 7/23/2018 | ||||||||||||||||||||||||||||||||||||||||||
6/29/2013 | 61,294 | | $ | 27.92 | 7/29/2019 | ||||||||||||||||||||||||||||||||||||||||||
6/28/2014 | 45,397 | | $ | 37.40 | 7/28/2020 | ||||||||||||||||||||||||||||||||||||||||||
6/28/2015 | 44,147 | | $ | 37.21 | 7/28/2021 | ||||||||||||||||||||||||||||||||||||||||||
6/26/2016 | 47,306 | | $ | 38.15 | 7/26/2022 | ||||||||||||||||||||||||||||||||||||||||||
6/25/2017 | 37,895 | | $ | 48.33 | 7/25/2023 | ||||||||||||||||||||||||||||||||||||||||||
6/24/2018 | 0 | 60,056 | $ | 53.70 | 7/24/2024 | ||||||||||||||||||||||||||||||||||||||||||
6/30/2019 | 0 | 57,879 | $ | 55.72 | 7/30/2025 | ||||||||||||||||||||||||||||||||||||||||||
6/21/2020 | 0 | 112,748 | $ | 66.52 | 7/21/2026 | ||||||||||||||||||||||||||||||||||||||||||
6/27/2021 | 0 | 270,173 | $ | 55.52 | 7/27/2027 | ||||||||||||||||||||||||||||||||||||||||||
Donal L. Mulligan |
6/24/2019 | * | 13,967 | $ | 595,553 | ||||||||||||||||||||||||||||||||||||||||||
6/24/2018 | 12,012 | $ | 512,192 | ||||||||||||||||||||||||||||||||||||||||||||
6/24/2018 | 3,147 | $ | 134,188 | ||||||||||||||||||||||||||||||||||||||||||||
6/30/2019 | 3,102 | $ | 132,269 | ||||||||||||||||||||||||||||||||||||||||||||
6/30/2019 | 5,788 | $ | 246,800 | ||||||||||||||||||||||||||||||||||||||||||||
6/30/2019 | * | 4,345 | $ | 185,271 | |||||||||||||||||||||||||||||||||||||||||||
6/21/2020 | 11,426 | $ | 487,205 | ||||||||||||||||||||||||||||||||||||||||||||
7/15/2019 | 10,554 | $ | 450,023 | ||||||||||||||||||||||||||||||||||||||||||||
6/27/2021 | 11,123 | $ | 474,285 | ||||||||||||||||||||||||||||||||||||||||||||
8/1/2020 | 11,188 | $ | 477,056 | ||||||||||||||||||||||||||||||||||||||||||||
6/29/2013 | 120,722 | | $ | 27.92 | 7/29/2019 | ||||||||||||||||||||||||||||||||||||||||||
6/28/2014 | 126,337 | | $ | 37.40 | 7/28/2020 | ||||||||||||||||||||||||||||||||||||||||||
6/28/2015 | 98,764 | | $ | 37.21 | 7/28/2021 | ||||||||||||||||||||||||||||||||||||||||||
6/26/2016 | 88,467 | | $ | 38.15 | 7/26/2022 | ||||||||||||||||||||||||||||||||||||||||||
6/25/2017 | 81,471 | | $ | 48.33 | 7/25/2023 | ||||||||||||||||||||||||||||||||||||||||||
6/24/2018 | 0 | 60,056 | $ | 53.70 | 7/24/2024 | ||||||||||||||||||||||||||||||||||||||||||
6/30/2019 | 0 | 57,879 | $ | 55.72 | 7/30/2025 | ||||||||||||||||||||||||||||||||||||||||||
6/21/2020 | 0 | 114,251 | $ | 66.52 | 7/21/2026 | ||||||||||||||||||||||||||||||||||||||||||
6/27/2021 | 0 | 111,221 | $ | 55.52 | 7/27/2027 |
GENERAL MILLS, INC. - Notice of 2018 Annual Meeting of Shareholders and Proxy Statement | 49 |
EXECUTIVE COMPENSATION
Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||||
Name |
Vesting Date(1) |
Number of Securities Underlying Unexercised (#) Exercisable |
Number
of (#) Unexercisable |
Options Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units That Have Not Vested(2) ($) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) |
Market Value of Shares or Units That Have Not Vested(2) ($) | ||||||||||||||||||||||||||||||||||||||
Jonathon J. Nudi |
6/24/2018 | 1,047 | $ | 44,644 | |||||||||||||||||||||||||||||||||||||||||||
6/24/2018 | 3,212 | $ | 136,960 | ||||||||||||||||||||||||||||||||||||||||||||
6/30/2019 | 1,458 | $ | 62,169 | ||||||||||||||||||||||||||||||||||||||||||||
6/30/2019 | 3,859 | $ | 164,548 | ||||||||||||||||||||||||||||||||||||||||||||
6/21/2020 | 4,210 | $ | 179,514 | ||||||||||||||||||||||||||||||||||||||||||||
7/15/2019 | 3,888 | $ | 165,784 | ||||||||||||||||||||||||||||||||||||||||||||
6/27/2021 | 8,556 | $ | 364,828 | ||||||||||||||||||||||||||||||||||||||||||||
8/1/2020 | 8,606 | $ | 366,960 | ||||||||||||||||||||||||||||||||||||||||||||
6/29/2013 | 25,586 | | $ | 27.92 | 7/29/2019 | ||||||||||||||||||||||||||||||||||||||||||
6/28/2014 | 18,951 | | $ | 37.40 | 7/28/2020 | ||||||||||||||||||||||||||||||||||||||||||
6/28/2015 | 26,409 | | $ | 37.21 | 7/28/2021 | ||||||||||||||||||||||||||||||||||||||||||
6/26/2016 | 23,656 | | $ | 38.15 | 7/26/2022 | ||||||||||||||||||||||||||||||||||||||||||
6/25/2017 | 21,785 | | $ | 48.33 | 7/25/2023 | ||||||||||||||||||||||||||||||||||||||||||
6/24/2018 | 0 | 16,059 | $ | 53.70 | 7/24/2024 | ||||||||||||||||||||||||||||||||||||||||||
6/30/2019 | 0 | 19,293 | $ | 55.72 | 7/30/2025 | ||||||||||||||||||||||||||||||||||||||||||
6/21/2020 | 0 | 42,093 | $ | 66.52 | 7/21/2026 | ||||||||||||||||||||||||||||||||||||||||||
6/27/2021 | 0 | 85,555 | $ | 55.52 | 7/27/2027 | ||||||||||||||||||||||||||||||||||||||||||
Richard C. Allendorf |
6/24/2018 | 1,682 | $ | 71,720 | |||||||||||||||||||||||||||||||||||||||||||
6/24/2018 | 677 | $ | 28,867 | ||||||||||||||||||||||||||||||||||||||||||||
6/30/2019 | 3,095 | $ | 131,971 | ||||||||||||||||||||||||||||||||||||||||||||
6/30/2019 | 1,009 | $ | 43,024 | ||||||||||||||||||||||||||||||||||||||||||||
6/30/2019 | * | 2,325 | $ | 99,138 | |||||||||||||||||||||||||||||||||||||||||||
6/21/2020 | 4,961 | $ | 211,537 | ||||||||||||||||||||||||||||||||||||||||||||
7/15/2019 | 4,584 | $ | 195,462 | ||||||||||||||||||||||||||||||||||||||||||||
6/27/2021 | 8,196 | $ | 349,477 | ||||||||||||||||||||||||||||||||||||||||||||
8/1/2020 |