GENERAL MILLS INC 8-K

What Happened
General Mills announced that Dana M. McNabb, age 50, was elected Chief Operating Officer of the company and to the Board of Directors effective June 1, 2026. Ms. McNabb has been Group President, North America Retail and North America Pet since June 2025 and has held multiple leadership roles at General Mills since joining in 1999. To reflect her promotion, the Compensation and Talent Committee set her compensation at a $1,000,000 base salary, an annual cash incentive target of 150% of base salary, and a target long‑term annual incentive award of $4,000,000 in a mix of performance share units, restricted stock units and stock options. Ms. McNabb will not receive separate board pay for serving on the Board.

Key Details

• Effective date: June 1, 2026 for COO role and Board membership.
• McNabb pay: $1,000,000 base; annual cash incentive = 150% of base; $4,000,000 target long‑term award.
• One‑time RSU awards approved: CFO Kofi A. Bruce — $3,500,000 RSU (3‑year vesting); CDTO Jaime Montemayor — $2,500,000 RSU (3‑year vesting); grant and stock‑price determination date June 5, 2026.
• Retirement vesting conditions for those RSUs: forfeited if retire before June 5, 2028; pro‑rata continued vesting if retirement occurs between June 5, 2028 and June 5, 2029.

Why It Matters
This filing signals a senior leadership change at General Mills with formal compensation and retention awards that align McNabb and other top executives to multi‑year performance and retention. For investors, the promotion and the sizable incentive mix indicate the company’s commitment to its current strategic leadership team and create potential future effects on execution and performance tied to long‑term incentive outcomes.