General Mills (GIS)

 

On December 11, 2006, the General Mills Board of Directors amended Article I, Section 6 of the Company’s Bylaws to provide for the election of directors by a majority of votes cast in uncontested elections. A majority of the votes cast means that the number of shares voted “for” a director must exceed the number of shares voted “against” that director, excluding abstentions.

 

Previously, directors were elected under a plurality vote standard, meaning the candidates receiving the highest number of votes were elected whether or not they received a majority of the votes cast. Contested elections, where the number of nominees standing for election exceeds the number of directors to be elected, will continue to use the plurality vote standard.

 

If an incumbent director is not elected, the director must promptly offer his or her resignation to the Board. The Corporate Governance Committee will then make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will publicly disclose its decision and the rationale behind it within 90 days of the certification of the election results. The director who offers his or her resignation will not participate in the Board’s decision.

 

This description is qualified in its entirety by reference to the text of the Bylaw amendment. The Bylaw amendment and an accompanying press release are filed with this Current Report as Exhibit 3.1 and Exhibit 99.1 respectively.

  

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