Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

(e) On September 27, 2022, the shareholders of General Mills, Inc. (the "Company") approved the General Mills, Inc. 2022 Stock Compensation Plan (the "2022 Stock Plan"). Subject to the terms of the 2022 Stock Plan, the 2022 Stock Plan authorizes up to 35,000,000 shares of Company common stock to be available for grants of equity awards. The material terms of the 2022 Stock Plan are described in the Company's definitive proxy statement, dated August 8, 2022, under the heading "Proposal Number 2: Approval of the 2022 Stock Compensation Plan", which is incorporated herein by reference. Such description is qualified in its entirety by reference to the 2022 Stock Plan, a copy of which is incorporated by reference as Exhibit 10.1 to this report.

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

On September 27, 2022, the Company held its 2022 Annual Meeting. There were 515,101,930 shares of common stock represented either in person or by proxy at the meeting. For more information on the following proposals submitted to shareholders, see the Company's definitive proxy statement, dated August 8, 2022. Below are the final voting results.

1. Election of Directors





Director Nominee           For        Against      Abstain    Broker Non-Votes
R. Kerry Clark         412,957,124   15,962,936   1,208,611      84,973,259
David M. Cordani       402,849,507   26,018,103   1,261,061      84,973,259
C. Kim Goodwin         423,712,838   5,139,103    1,276,730      84,973,259
Jeffrey L. Harmening   392,735,790   35,183,306   2,209,575      84,973,259
Maria G. Henry         413,997,177   14,959,429   1,172,065      84,973,259
Jo Ann Jenkins         423,471,652   5,467,738    1,189,281      84,973,259
Elizabeth C. Lempres   422,690,815   6,219,888    1,217,968      84,973,259
Diane L. Neal          423,686,975   5,262,595    1,179,101      84,973,259
Steve Odland           414,850,706   14,052,197   1,225,768      84,973,259
Maria A. Sastre        415,550,934   12,634,538   1,943,199      84,973,259
Eric D. Sprunk         425,252,948   3,637,739    1,237,984      84,973,259
Jorge A. Uribe         423,678,969   5,175,147    1,274,555      84,973,259



  2. 2022 Stock Compensation Plan



    For        Against      Abstain    Broker Non-Votes
410,082,886   17,787,480   2,258,305      84,973,259



  3. Advisory Vote on Executive Compensation



    For        Against      Abstain    Broker Non-Votes
403,333,843   23,873,124   2,921,704      84,973,259



  4. Ratification of Appointment of Independent Registered Public Accounting Firm



    For        Against      Abstain    Broker Non-Votes
485,822,653   27,867,842   1,411,435          0



  5. Shareholder Proposal - Independent Board Chairman



    For         Against      Abstain    Broker Non-Votes
178,469,301   249,034,817   2,624,553      84,973,259



  6. Shareholder Proposal - Plastic Packaging Report



    For         Against      Abstain    Broker Non-Votes
239,988,181   184,848,587   6,291,903      84,973,259

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



10.1      General Mills, Inc. 2022 Stock Compensation Plan

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

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