General Mills, Inc. AGM 2026

Morning, and welcome to the 98th annual meeting of General Mills shareholders. I'm Jeff Harmening, Chairman and Chief Executive Officer of the company. It's 8:30 A.M. We have a quorum, all official papers are on file, and the inspector of elections has been appointed, so I'll call this meeting to order. Before I get to the business update, I would like to take a few minutes to introduce some of the people who are attending the meeting. Here with me today is Karen Wilson Thissen, our General Counsel and Corporate Secretary, Jano Cabrera, our Chief Communications Officer, and other members of our senior leadership team. Also with us today are our board members who are standing for election. Joan Bottarini, Executive Vice President and Chief Financial Officer of Hyatt Hotels Corporation. Benno Dorer, former Chairman and Chief Executive Officer of The Clorox Company.

Maria Henry, former Chief Financial Officer of Kimberly-Clark Corporation. Jo Ann Jenkins, former Chief Executive Officer of AARP. Elizabeth Lempres, former Senior Partner of McKinsey & Company. Dana McNabb, Chief Operating Officer of General Mills. John Morikis, former Chairman and Chief Executive Officer of The Sherwin-Williams Company. Diane Neal, former Chief Executive Officer of Sur La Table. Maria Sastre, former President and Chief Operating Officer of Signature Flight Support Corporation. Eric Sprunk, former Chief Operating Officer of Nike, Inc. Jorge Uribe, former Global Productivity and Transformation Officer of The Procter & Gamble Company, and I am also a member of the board. At this time, I would also like to recognize Stephen W. Sanger for his service to the board. Steve is not standing for re-election to the board at this meeting. Let me introduce Ian Wildenberg and Laura Collins, who are attending the meeting virtually and representing our independent auditor, KPMG.

Finally, our inspector of elections for today's meeting is Broadridge Financial Solutions. Now let's turn to our business update. Please note that our remarks this morning will include forward-looking statements that are based on management's current views and assumptions. There are many factors that could cause our future results to be different than our current estimates. You can refer to our SEC filings on the General Mills investor relations website for a reconciliation of the non-GAAP measures discussed in today's business update. I'll start off with three messages I hope you take away from today's meeting. First, we finished fiscal 2026 on a positive note, delivering fourth quarter results that met our expectations while continuing to strengthen our foundation to position General Mills for long-term success. This included significant improvement in volume, growth in household penetration, and a step-up in innovation.

Second, while our results in fiscal 2026 were challenged due to slower category growth and a more difficult consumer backdrop, we made important progress in many areas. I'll share more about that in a moment. Third, as we look ahead, we are focused on making fiscal 2027 a better year for General Mills. We'll do that by driving a step change in how our brands show up for consumers with a sharper focus on product, packaging, and brand communications to strengthen our top-line trajectory and generate strong shareholder returns over the long term. At General Mills, our purpose is to make food the world loves, and our Accelerate strategy remains centered on choices we've made about where to prioritize our resources to drive top-tier shareholder returns.

Those choices, where we play and how we win, continue to guide us toward long-term value creation through consistent sales growth, margin expansion, cash conversion, and cash returned to shareholders. Through this strategy, we've reshaped our portfolio, enhanced our capabilities, and evolved our organization to stay competitive in an ever-changing environment. Today, we are sharpening that work through a stronger focus on making our brands more remarkable for consumers. That focus has already helped improve our volume trends, expand household penetration, and position us to restore sustainable, profitable growth. Fiscal 2026 was a challenging year, with a more pressured consumer backdrop, slower category growth, and a higher cost of volume that weighed on our performance.

At the same time, we made progress in several important areas, including improving share performance across North America retail, North America pet, and North America food service, as well as delivering strong sales and operating profit growth in international. We took bold action by investing to improve value for our consumers, reducing everyday prices on roughly two-thirds of our North America retail portfolio. We also continue to reshape our portfolio by completing the divestiture of our U.S. yogurt business and announcing the divestitures of our Brazil business, which recently closed, and our mainland China Häagen-Dazs shops business. These transactions sharpen our focus on categories and geographies where we have the strongest long-term opportunities to drive profitable growth. We delivered industry-leading levels of holistic margin management, or HMM, cost savings in fiscal 2026, and we launched a transformation initiative that will help us fit our capabilities and structure to accelerate growth.

Between our HMM program, this transformation initiative, and other cost savings, we expect to generate approximately $3 billion in total cost savings between fiscal 2027 and fiscal 2030. Looking forward, we believe fiscal 2027 will be a better year for General Mills. The operating environment remains dynamic, and consumers are still value-conscious. But with our price investment work largely behind us, we are focused on improving our organic sales growth by making our brands even more remarkable in the eyes of consumers while still delivering strong cost savings, cash generation, and capital discipline. We've set three priorities for fiscal 2027. First, to strengthen our organic sales growth by delivering more remarkable experiences for consumers. Second, to create fuel for growth by continuing to deliver industry-leading HMM savings while also advancing our transformation work through business process simplification, efficiency, and supply chain redesign.

Third, to maintain disciplined capital allocation by generating strong cash flow and using it to reinvest in the business, sustain our attractive dividend, and pay down debt. Our remarkable experiences framework will play a central role in how we accelerate our growth in fiscal 2027. Using this framework, we assess our brands across five dimensions, product, packaging, brand communication, omni-channel execution, and value, to identify where we are winning versus competition and where we have opportunities to improve. One particular area of focus for us this year is making sure the benefits we bring to consumers matter more and resonate more clearly. While value remains important, we know that sustainable, profitable growth comes from combining all elements of the framework together. That's why our fiscal 2027 plans are centered on innovation and renovation to elevate the benefits that matter most to today's consumers.

From better-for-you attributes like protein and fiber, to bold flavors and indulgence, to more humanized pet food offerings. You can see that in new items like Honey Nut Cheerios protein cereal, improved Häagen-Dazs Belgian chocolate ice cream, Annie's Fiber Pals fruit snacks, and Blue Buffalo Love Made Fresh dog food. We will bring this to life through stronger packaging, brand communications, and more compelling in-store and online activation behind our biggest brands. We reported our first quarter fiscal 2027 results one week ago, and I am pleased to say that we are off to an encouraging start, delivering improved top-line performance with stronger product innovation and renovation. Looking ahead, we will continue to work to strengthen our organic sales and drive best-in-class efficiency, which will be critical to deliver our plan in fiscal 2027 and accelerate earnings growth in fiscal 2028 and beyond.

Our job in fiscal 2027 is clear: translate the stronger foundation we built in fiscal 2026 into better sales performance, stronger earnings growth, and durable value creation. Grounded in our remarkable experiences framework and supported by rigorous cost and capital discipline, we are confident in our plans. With our iconic brands, industry-leading capabilities, and a talented and committed team, we are well-positioned to make fiscal 2027 a better year for General Mills and to deliver profitable growth and strong shareholder returns over the long term. I would now like to turn to the proposals that are being voted on at this meeting. For shareholders, if you have not voted or would like to change your vote on any of the proposals, please make sure to do so now on the virtual meeting portal.

I am now going to transition to Karen Wilson Thissen, our General Counsel and Corporate Secretary, who will introduce the management proposals being voted on at this meeting.

Thanks, Jeff. We are presenting five management proposals for a vote at this meeting. The proposals are: one, the election of the 12 directors named in the proxy statement; two, an advisory vote on executive compensation; three, the ratification of KPMG as our independent auditor; four, approval of an amendment to our certificate of incorporation to provide for exculpation of certain officers as permitted by Delaware law; and five, approval of an amendment to our certificate of incorporation to include a federal forum provision for claims brought under the Securities Act. These five proposals are recommended by our board of directors for shareholder approval. Full details on each of these items are provided in the proxy statement. We also have three shareholder proposals to be voted on at the meeting.

I will now ask a representative for each of the shareholder proposals to present their shareholder proposal for a vote at the meeting. First, I will call on Matt Prescott to present the blank check preferred stock proposal on behalf of The Accountability Board. Will the operator please unmute Mr. Prescott's line so he can present the shareholder proposal?

Mr. Prescott, please proceed. Thanks so much, and I am happy to keep this pretty quick for the sake of everybody's time today.

We think the proposal is self-explanatory and speaks for itself and would just refer folks to the proxy statement for any questions about it. The only two things I really want to add are, one, that both Institutional Shareholder Services and Glass Lewis are both recommending a vote in favor of the proposal and that the proposal has passed at many other companies recently. In fact, just this week, it passed at-- Last week it passed at Conagra Brands with 62% of the vote, roughly. The second thing is I just want to thank the board for their consideration of the proposal.