General Mills : Amendments to Articles of Incorporation/Bylaws/Change in Fiscal Year - Form 8-K

8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 24, 2022

General Mills, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-01185		41-0274440
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Number One General Mills Boulevard Minneapolis, Minnesota		55426
(Address of Principal Executive Offices)		(Zip Code)

Registrant's Telephone Number, Including Area Code: [phone]

Not Applicable

(Former Name of Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencementcommunications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $.10 par value		GIS		New York Stock Exchange
1.000% Notes due 2023		GIS23A		New York Stock Exchange
0.125% Notes due 2025		GIS25A		New York Stock Exchange
0.450% Notes due 2026		GIS26		New York Stock Exchange
1.500% Notes due 2027		GIS27		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2of the Securities Exchange Act of 1934 (§240.12b-2of this chapter). ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03

Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On January 24, 2022, the board of directors of General Mills, Inc. (the "Company") amended the Company's exclusive forum By-Lawprovision to provide that certain actions where the Court of Chancery of the State of Delaware lacks subject matter jurisdiction must be brought in a state or federal court located within the State of Delaware (unless the Company consents in writing to the selection of an alternative forum).

The foregoing description is qualified in its entirety by reference to the full text of the Company's By-Laws,which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

3.1		By-Laws of General Mills, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 28, 2022

GENERAL MILLS, INC.
By:		/s/ Richard C. Allendorf
Name:		Richard C. Allendorf
Title:		General Counsel and Secretary