Title: General Mills: approves charter amendments including federal forum provision

Short description: General Mills filed an 8-K reporting that shareholders approved amendments to its certificate to exculpate certain officers and adopt a federal forum provision.

Summary:

What happened

• The filing says shareholders voted at the 2026 Annual Meeting on Sep 29, 2026, and approved amendments to the Amended and Restated Certificate of Incorporation, effective Oct 1, 2026, to provide for the exculpation of certain officers and to require that claims under the Securities Act of 1933 be brought only in the federal district courts of the United States.
• The filing says the company held the 2026 Annual Meeting and that 444,390,002 shares of common stock were represented either in person or by proxy.

Key details

• Vote on amendment to provide for exculpation of certain officers: For 305,951,313; Against 40,791,774; Abstain 2,206,627; Broker non-votes 95,440,288.
• Vote on amendment to adopt a federal forum provision: For 293,518,820; Against 53,155,316; Abstain 2,275,578; Broker non-votes 95,440,288.
• Advisory vote on executive compensation: For 324,336,202; Against 22,238,319; Abstain 2,375,193; Broker non-votes 95,440,288.
• The filing attaches the full text of the amended certificate as Exhibit 3.

Why it may matter

• Item 5.03 reports amendments to the company’s certificate of incorporation, covering officer exculpation and a Securities Act federal forum requirement. Item 5.07 reports the voting results from the Sep 29, 2026 annual meeting, including director elections and shareholder proposals.
• A filing does not show why the insider traded or why the company acted.