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GIS » Topics » INTRODUCTION

This excerpt taken from the GIS DEF 14A filed Aug 10, 2009.

Introduction

Stockholders are asked to vote to adopt the General Mills, Inc. 2009 Stock Compensation Plan (the “2009 Plan”). The 2009 Plan would replace the General Mills, Inc. 2007 Stock Compensation Plan (the “2007 Plan”), which terminates according to its terms on December 31, 2009. If stockholders approve the 2009 Plan, we will issue no additional shares under the 2007 Plan. Shares which are forfeited, cancelled or terminated under the 2007 Plan (or other prior plans) will not be available for future grant.

The purpose of the 2009 Plan is to provide a compensation program that:


	•	Rewards superior individual and company performance;

	•	Attracts and retains management talent capable of achieving consistently superior business results; and

	•	Aligns the interests of company managers with those of stockholders by linking a portion of their compensation directly to increases in stockholder value.

The company has long had an ownership culture in which its managers are expected to build and hold significant amounts of General Mills stock over the course of their careers, thereby aligning their interests with those of non-employee stockholders. We expect senior executives to own more than five-times their base salary in company stock, and the stock ownership target for the Chief Executive Officer is double this amount (ten-times base salary); actual stock ownership by senior executives on average is double these ownership expectations. Our vesting period for stock options and restricted stock units granted to managers is the longest in the consumer products industry (four-year cliff vesting versus the three-year ratable vesting which is the most common industry practice). Our average stock option holding time by company managers is also the longest in the consumer products industry, with the average stock option held for eight years of its 10-year life, with an unusually high percentage of stock options not exercised until well into the final year.

The company takes its stock compensation program deeper into its organization than do most other companies, with approximately 30% of all employees in professional positions participating in our stock compensation programs. Because we pay a portion of annual incentives in restricted stock units, General Mills relies heavily on stock compensation both to motivate long-term performance and to pay company managers competitively versus market practices.

Since the adoption of the 2007 Plan, which stockholders approved by a 79% vote, General Mills has made important progress in all four of its key measures of corporate performance: net sales growth, segment operating profit growth, earnings per share growth, and improvement in return on average total capital. During the same time period, our voluntary professional turnover for our more than 2,500 stock plan participants has been below 4% per year, less than half the rate of turnover experienced by other major companies. We believe the ownership culture at General Mills motivates the achievement of superior company performance, and also plays an essential role in retaining top talent.

To continue the financial performance that has been achieved over the life of the expiring 2007 Plan, it is important that stockholders adopt the 2009 Plan to ensure the company has sufficient shares authorized for issuance under our compensation plans. Highlights from the recommended 2009 Plan are as follows:


	•	The 2009 Plan provides for performance awards. In addition to the other types of awards available under the 2007 Plan, the compensation committee may issue performance awards that vest upon the accomplishment of performance goals over one year or multiple years. Applicable performance goals and performance periods will be established by the committee. Performance awards may be denominated in shares of the company’s common stock or notionally represented by a monetary value.


	•	Overall terms of the 2009 Plan are otherwise nearly identical to the 2005 and 2007 Plans, which were approved by stockholders by wide vote margins (78% and 79%, respectively, of the votes cast). The 2009 Plan has a two-year term. It limits the issuance of performance awards, restricted stock and restricted stock units to 30% of authorized shares. Any full value award settled in stock above that limit decreases the number of authorized shares by five shares for each share granted.

	•	The 2009 Plan will maintain low rates of annual share usage. The 2009 Plan requests the authorization of 12 million shares over its two-year term (or approximately 3.7% of outstanding shares) versus the 10 million shares over a two-year term in the 2007 Plan and the 15 million shares over a two-year term in the 2005 Stock Compensation Plan (the “2005 Plan”). The number of shares requested reflects the company’s intent to maintain moderate stock compensation share usage during the term of the 2009 Plan.

	•	Upon approval of the 2009 Plan, no further grants will be made from the 2007 Plan. Approximately 1.27 million ungranted shares remaining in the 2007 Plan will no longer be available for grant. All new stock grants will be made from the 2009 Plan.

	•	The 2009 Plan will not result in additional share dilution. General Mills intends to continue its long standing practice of opportunistically repurchasing shares of its common stock in excess of new shares issued under the company’s stock compensation plans. General Mills has repurchased more than 8% of its outstanding shares (in excess of 27 million shares) over the term of the expiring 2007 Plan. With planned future repurchases, we do not expect there to be dilution of company shares as a result of the adoption of the 2009 Plan.

	•	The 2009 Plan incorporates a broad range of other compensation and governance best practices, such as a limit on restricted stock and restricted stock unit awards; no discounted options or stock appreciation rights; prohibition on repricing; no reload options or loans to pay for awards; dividends on restricted stock and restricted stock units payable only at vesting; no dividend rights on performance awards, options or stock appreciation rights; no transfer of shares for consideration to third parties; and restrictive share counting provisions that prohibit counting of shares on a net basis for issuance of options and stock appreciation rights.

	•	Awards issued under the 2009 Plan are subject to the company’s clawback policy. If the company must restate its financial results, and an officer’s actions or omissions are a significant contributing factor to the cause of the restatement, then the compensation committee may use its discretion to adjust the officer’s future compensation, cancel outstanding awards or require repayment of gains realized during a period when inaccurate financial results were publicly reported without correction.

	•	The 2009 Plan incorporates other practices that are in stockholders’ interests, including a four-year cliff vesting schedule for awards, a double-trigger requirement for change of control vesting and a prohibition on reusing shares that are cancelled under prior plans.

General Mills has significantly reduced both its annual share usage and its stock overhang during the terms of the 2005 and 2007 Plans. Annual share usage (as a percent of shares outstanding) continues to decline since the adoption of the 2005 Plan to a current annual target level of 1.6% and a maximum limit of 2.0%. Our stock overhang (options outstanding plus shares available for a grant, as a percent of shares outstanding) has been reduced by approximately 15% since the adoption of the 2005 Plan and is 15.6%. Since the beginning of fiscal 2008, we have reduced shares of common stock outstanding by 3.8% from approximately 341 million shares to 328 million shares, further mitigating the dilutive impact from share usage. Approximately 12% of our outstanding equity awards were issued as part of all-employee grants, salary replacement programs or as grants that required a matching stock ownership commitment.

These excerpts taken from the GIS 10-Q filed Mar 20, 2008.

Introduction

This document sets forth the Separation Pay and Benefits Program for Officers (the “Program”) of General Mills, Inc. (the “Company”). The provisions of the Program reflect a comprehensive review undertaken by the Company of its severance policies and programs, and will govern terminations of employment following the effective date (the “Effective Date”) of the Program’s adoption by the Company’s Board of Directors (the “Board”).

The provisions of the Program are set forth in two independent component plans. Plan A of the Program (“Plan A”) formalizes the Company’s existing severance practices, and Plan B of the Program (“Plan B”) sets forth certain provisions that will apply in respect of terminations of employment of certain officers following a Change of Control (as defined herein).

The Program serves as the umbrella document governing severance policies of the Company. However, each of Part A and Part B, as subplans of the Program, constitute independent employee benefit plans and shall be treated for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), as distinct plans.

The Program supersedes any severance plans, policies and/or practices currently in effect at the Company and its Affiliates with respect to Participants (as defined in Plan A) and Change of Control Participants (as defined in Plan B).

INTRODUCTION

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the MD&A included in our Annual Report on Form 10-K for the fiscal year ended May 27, 2007, for important background regarding, among other things, our key business drivers. Significant trademarks and service marks used in our business are set forth in italics herein. Certain terms used throughout this report are defined in a glossary on pages 34-35 of this report.

This excerpt taken from the GIS 10-Q filed Dec 19, 2007.

INTRODUCTION

This excerpt taken from the GIS 10-Q filed Sep 19, 2007.

Introduction

This excerpt taken from the GIS 10-Q filed Jan 5, 2007.

INTRODUCTION

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the MD&A included in our Annual Report on Form 10-K for the year ended May 28, 2006, for important background regarding, among other things, our key business drivers. Significant trademarks and service marks used in our business are set forth in italics herein.

This excerpt taken from the GIS 10-Q filed Apr 3, 2006.

INTRODUCTION

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the MD&A included in our Annual Report on Form 10-K for the year ended May 29, 2005, for important background regarding, among other things, our key business drivers. Significant trademarks and service marks used in our businesses are set forth in italics herein.

This excerpt taken from the GIS 10-Q filed Jan 6, 2006.

INTRODUCTION

This excerpt taken from the GIS 10-Q filed Oct 3, 2005.

INTRODUCTION

This excerpt taken from the GIS 10-Q filed Apr 7, 2005.

INTRODUCTION

This excerpt taken from the GIS 10-Q filed Jan 6, 2005.

INTRODUCTION

EXCERPTS ON THIS PAGE:

DEF 14A	Aug 10, 2009

10-Q (2 sections)	Mar 20, 2008

10-Q	Dec 19, 2007

10-Q	Sep 19, 2007

10-Q	Jan 5, 2007

10-Q	Apr 3, 2006

10-Q	Jan 6, 2006

10-Q	Oct 3, 2005

10-Q	Apr 7, 2005

10-Q	Jan 6, 2005

General Mills (GIS)

GIS » Topics » INTRODUCTION

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