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# General Mills Shareholders Approve Officer Liability Shield And Federal Forum Clause At Annual Meeting
- URL: https://www.bullished.co/general-mills-shareholders-approve-officer-liability-shield-and-federal-forum-clause-at-6a4c728f/
- Published: 2026-10-02T15:35:45.000Z
- Updated: 2026-10-03T20:38:59.000Z
- Description: Two charter amendments passed at the September 29 annual meeting took effect October 1, backed by roughly 306 million and 294 million votes respectively.
- Author: Matteo Parrino
- Tags: SEC Filings, GIS, Industry: Consumer Staples

General Mills shareholders voted at the company's September 29 annual meeting to amend its certificate of incorporation in two ways: shielding certain officers from personal monetary liability for fiduciary duty breaches, and funneling Securities Act of 1933 claims exclusively into federal district courts, according to an [8-K filed](https://www.sec.gov/Archives/edgar/data/0000040704/000162828026064413/gis-20260929.htm?ref=bullished.co) Friday. Both amendments took effect October 1.

## What The Filing Says

The officer exculpation amendment — which extends to certain officers the kind of personal liability protection that directors of Delaware corporations have long held — passed with about 305,951,313 votes in favor and roughly 40,791,774 against, the [8-K shows](https://www.sec.gov/Archives/edgar/data/0000040704/000162828026064413/gis-20260929.htm?ref=bullished.co).

The federal forum provision, which requires that Securities Act claims be brought only in federal district courts rather than state courts, drew about 293,518,820 votes in favor and roughly 53,155,316 against.

Both changes were folded into an [Amended and Restated Certificate of Incorporation](https://www.sec.gov/Archives/edgar/data/0000040704/000162828026064413/ex3.htm?ref=bullished.co) executed September 29, 2026, with an effective date of October 1, 2026\. Karen Wilson Thissen, General Mills' General Counsel and Secretary, signed the filing on the company's behalf.

About 444,390,002 shares were represented in person or by proxy at the meeting. Under the amended certificate, General Mills is authorized to issue a total of 1,005,000,000 shares of capital stock — one billion shares of common stock and five million shares of cumulative preference stock.

## The Governance Context

The officer exculpation change follows Delaware's amendment of its General Corporation Law to permit such provisions — previously, only directors could be shielded from personal monetary liability for certain fiduciary duty breaches; officers could not. A growing number of Delaware-incorporated public companies have moved to extend that protection to officers since the state opened the door.

The federal forum provision follows a similar trend: companies have increasingly adopted clauses that concentrate Securities Act litigation in federal courts, limiting plaintiffs' ability to bring such claims in state court.

General Mills is incorporated in Delaware and headquartered in Minneapolis, Minnesota.

## The Rest Of The Ballot

Beyond the two charter amendments, shareholders re-elected all 12 director nominees. Jeffrey L. Harmening drew the most opposition of any director, with about 20,719,713 votes against — still a comfortable majority in favor at roughly 325,665,552 votes.

The advisory vote on executive compensation passed with about 324,336,202 votes in favor and roughly 22,238,319 against. Ratification of the independent auditor drew the broadest support of any item on the ballot, with about 414,677,845 votes in favor.

A shareholder proposal to restrict the company's ability to issue so-called blank-check preferred stock — stock whose terms the board sets without a further shareholder vote — received about 219,788,472 votes in favor, a minority of the roughly 444 million shares represented but a notable share of the total. That proposal fell short, but its subject matter may resurface at future annual meetings as a governance pressure point.

Two additional shareholder proposals fared worse: a request for a human rights report drew about 44,954,037 votes in favor, and a pesticide reduction reporting proposal received about 55,919,421 votes in favor, each falling well short of a majority.

GIS shares rose about 1% to $31.90 in Friday trading, according to market data.

The definitive proxy statement that laid out all eight proposals was dated August 13, 2026; the amended certificate, now on file with Delaware, governs the company's governance structure going forward.

### Sources

- [8-K Filing — GENERAL MILLS INC (GIS)](https://www.sec.gov/Archives/edgar/data/0000040704/000162828026064413/gis-20260929.htm?ref=bullished.co) — SEC EDGAR
- [Exhibit ex3.htm — GENERAL MILLS INC 8-K exhibit](https://www.sec.gov/Archives/edgar/data/0000040704/000162828026064413/ex3.htm?ref=bullished.co) — SEC EDGAR