Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal

Year.

On September 28, 2021, the shareholders of General Mills, Inc. (the "Company") voted at the 2021 Annual Meeting of Shareholders (the "Annual Meeting") to approve the amendment and restatement of the Company's Restated Certificate of Incorporation (the "Amended Certificate"), effective September 30, 2021, to eliminate the supermajority shareholder voting provisions applicable to preferred shareholders.

In addition, in connection with the shareholder approval of the Amended Certificate, the board of directors of the Company made conforming amendments to the Company's By-Laws, effective upon the filing of the Amended Certificate.

The foregoing description is qualified in its entirety by reference to the full text of the Amended Certificate and By-Laws, which are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively.

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

On September 28, 2021, the Company held its 2021 Annual Meeting. There were 521,930,191 shares of common stock represented either in person or by proxy at the meeting. We have disclosed the final results for each matter voted upon, including the number of votes cast for or against, the number of abstentions, and, as applicable, the number of broker non-votes.





    1.   Election of Directors. Shareholders elected the following individuals as
         directors of the Company by the following votes:




Director Nominee           For        Against      Abstain    Broker Non-Votes

R. Kerry Clark 414,037,874 12,202,013 1,572,861 94,117,443 David M. Cordani 417,685,791 8,594,576 1,532,381 94,117,443 Jeffrey L. Harmening 394,194,023 31,746,151 1,872,574 94,117,443 Maria G. Henry 419,737,220 6,567,068 1,508,460 94,117,443 Jo Ann Jenkins 421,513,819 4,851,446 1,447,483 94,117,443 Elizabeth C. Lempres 417,979,816 8,389,326 1,443,606 94,117,443 Diane L. Neal 421,415,827 4,863,787 1,533,134 94,117,443 Steve Odland

           409,379,761   16,842,378   1,590,609      94,117,443
Maria A. Sastre        419,765,504   6,540,055    1,507,189      94,117,443
Eric D. Sprunk         421,159,984   5,112,541    1,540,223      94,117,443
Jorge A. Uribe         421,211,439   5,041,499    1,559,810      94,117,443




    2.   Advisory Vote on Executive Compensation. On an advisory basis,
         shareholders approved the compensation of the Company's named executive
         officers. The proposal was supported by 94.5% of the votes cast "for" and
         "against" it.




    For        Against      Abstain    Broker Non-Votes
401,904,341   23,288,094   2,620,313      94,117,443




    3.   Ratification of Appointment of Independent Registered Public Accounting
         Firm. Shareholders ratified the appointment of KPMG LLP as the Company's
         independent registered public accounting firm for fiscal year 2022. The
         proposal was supported by 95.5% of the votes cast "for" and "against" it.




    For        Against      Abstain    Broker Non-Votes
497,245,496   23,228,627   1,456,068          0




    4.   Approval of Amendment and Restatement of the Company's Restated
         Certificate of Incorporation to Eliminate Supermajority Voting
         Provisions. Shareholders approved the amendment and restatement of the
         Company's Restated Certificate of Incorporation to eliminate
         supermajority voting provisions applicable to preferred shareholders. The
         proposal was supported by 69.6% of the shares of common stock
         outstanding.




    For        Against     Abstain    Broker Non-Votes
421,989,620   3,586,147   2,236,981      94,117,443

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Item 9.01 Financial Statements and Exhibits.






  (d) Exhibits.




3.1       Amended and Restated Certificate of Incorporation of General Mills, Inc.

3.2       By-Laws of General Mills, Inc.

104     Cover Page Interactive Data File (embedded within the Inline XBRL document)

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