GIS DEF 14A Report ended Aug. 11, 2014

UNITED STATES

Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. __ )

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GENERAL MILLS, INC.

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AN INVITATION FROM OUR CHAIRMAN AND CEO

Dear Fellow Stockholder:

It is my pleasure to invite you to the General Mills 2014 Annual Meeting of Stockholders. We will hold the meeting in the auditorium of the Children’s Theatre Company, 2400 Third Avenue South, Minneapolis, Minnesota, on Tuesday, September 23, 2014, at 10:00 a.m. Central Daylight Time. During the meeting, we will discuss each item of business described in this Proxy Statement, and we will give a current report on our business operations. There also will be time for questions. We expect the meeting to adjourn at about 11:15 a.m. We hope you will be able to attend the meeting.

Whether or not you expect to attend, please vote your proxy so your shares will be represented at the meeting.

August 11, 2014

Sincerely,

Kendall J. Powell

Chairman of the Board and Chief Executive Officer

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NOTICE OF
2014 ANNUAL MEETING OF STOCKHOLDERS

Dear Fellow Stockholder:

The Annual Meeting of Stockholders of General Mills, Inc. will be held on Tuesday, September 23, 2014, at 10:00 a.m., Central Daylight Time, in the auditorium of the Children’s Theatre Company, 2400 Third Avenue South, Minneapolis, Minnesota. Stockholders will be asked to:

The record date for the Annual Meeting is July 25, 2014. If you held General Mills stock at the close of business on that date, you are entitled to vote at the Annual Meeting.

Your vote is important. We encourage you to vote by proxy, even if you plan to attend the meeting.

August 11, 2014

Sincerely,

Roderick A. Palmore

Secretary

Table of Contents

General Mills, Inc. Proxy Statement for Annual Meeting of Stockholders to be Held on Tuesday, September 23, 2014

The board of directors of General Mills, Inc. (referred to as “General Mills,” “we,” “our,” “us” or the “company”) is soliciting proxies for use at the Annual Meeting of Stockholders to be held on September 23, 2014. This Proxy Statement summarizes the information you need to know to vote at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares. We first mailed or made available the proxy materials on or about August 11, 2014.

The 13 director nominees presented in this proposal are recommended for election to the board of directors. William T. Esrey, one of our incumbent directors, will be retiring from the board effective as of the Annual Meeting, so he is not standing for re-election. Henrietta H. Fore was appointed to the board in June 2014, and she appears on the ballot for the first time.

Each director is required to demonstrate independence; integrity; experience and sound judgment in areas relevant to our businesses; a proven record of accomplishment; willingness to speak one’s mind and commit sufficient time to the board; appreciation for the long-term interests of stockholders; the ability to challenge and stimulate management; and the ability to work well with fellow directors.

The corporate governance committee periodically reviews our board composition guidelines to ensure that they are responsive to the company’s needs for leadership and oversight, and that the current mix of director skill sets fulfills the guidelines’ prescriptions. The board composition guidelines require expertise in fields relevant to the business of the company and prioritize a breadth of experience from a variety of industries and from professional disciplines such as finance, academia, law and government. As part of each director’s biography, we identify and describe key experiences, qualifications and skills that the director contributes to the board.

While each director comes from a unique background, the overall composition of the board includes broad experience in a number of important areas, including:

OUR COMMITMENT TO BOARD DIVERSITY

Source for S&P data: Spencer Stuart U.S. Board Index 2013

We consider the depth and diversity of experience on our board to be one of its key strengths. Bringing together informed directors with different perspectives, in a well-managed and constructive environment, fosters thoughtful and innovative decision making. We have a policy of encouraging a diversity of gender, ethnicity, age and geographic location; and a range of tenures on the board to ensure both continuity and fresh perspectives. The corporate governance committee periodically evaluates board diversity in conjunction with its director search and nomination process. Final approval of director nominees is determined by the full board, based on the recommendation of the corporate governance committee.

We plan thoughtfully for director succession and board refreshment. Over the next three years, we expect to appoint five new directors to succeed current board members who will retire. While the outgoing directors possess valuable experience and continue to serve the company well, director succession presents an opportunity to refresh and build on the board’s record of strong service. To that end, our corporate governance committee has developed a long-range succession plan to identify, recruit and appoint new directors who reflect our board composition guidelines and director selection criteria. The committee has also planned for the orderly succession of chairs for the board’s five committees, providing for the identification, development and transition of responsibilities to the incoming chairs.

We present our director nominees below. If unforeseen circumstances (such as death or disability) make it necessary for the board to substitute another person for any of the nominees, the proxies will vote your shares for that other person unless you instruct us otherwise when you vote. The proxies will not automatically vote shares held through the General Mills 401(k) Plan without instructions from the plan fiduciary.

Bradbury H. Anderson

Director since 2007

Bradbury H. Anderson, age 65, served as Vice Chairman and Chief Executive Officer of Best Buy Co., Inc., an electronics retailer, from 2002 until his retirement as Chief Executive Officer in 2009, and as Vice Chairman in 2010. Mr. Anderson joined Best Buy in 1973. Prior to becoming Chief Executive Officer, he served as Executive Vice President from 1986 to 1991 and President and Chief Operating Officer from 1991 to 2002. He is a director of Best Buy Co., Inc. and Waste Management, Inc.

Mr. Anderson brings to the board over 30 years of valuable retail expertise, unique consumer insights and brand building experience. He also adds strong leadership capabilities, strategic planning experience and operating expertise. During his tenure at Best Buy, Mr. Anderson helped to build the company from a local electronics retailer into a Fortune 100 company with a very strong branded identity.

R. Kerry Clark

Director since 2009

R. Kerry Clark, age 62, served as Chairman and Chief Executive Officer of Cardinal Health, Inc., a provider of health care products and services, until his retirement in 2009. Mr. Clark joined Cardinal Health in 2006 as President and Chief Executive Officer and became Chairman in 2007. Prior to that, Mr. Clark had been with The Procter & Gamble Company, a consumer products company, since 1974. There, he held various positions including President of P&G Asia; President, Global Market Development and Business Operations; and from 2004 to 2006, Vice Chairman of the Board. He is a director of Textron, Inc., Avnet, Inc. and Wellpoint, Inc., and he was a director of Cardinal Health, Inc., from 2006 to 2009.

Mr. Clark brings to the board business leadership, corporate strategy and operating expertise, and a strong background in consumer packaged goods. In particular, he has extensive experience in launching new products, brand building, innovation, marketing, and partnering with customers across sales channels. Mr. Clark also lends a global business perspective, developed through his leadership of global business operations at Procter & Gamble. Mr. Clark serves as the chair of our corporate governance committee.

Paul Danos

Director since 2004

Paul Danos, age 72, has been Dean and Laurence F. Whittemore Professor of Business Administration at Tuck School of Business at Dartmouth College since 1995. Prior to that, Mr. Danos held academic positions at the University of Michigan from 1974 to 1995, the University of Texas from 1971 to 1974 and the University of New Orleans from 1970 to 1971. He was a director of B.J.’s Wholesale Club, Inc. from 2004 to 2011.

As a scholar and educator, Mr. Danos brings to the board significant financial accounting expertise and a valuable approach to examining issues. Mr. Danos has been involved in several decades of research and scholarship, most recently as a Dean at Dartmouth College and before that as the Arthur Andersen Professor of Accounting at the University of Michigan.

Henrietta H. Fore

Director since June 2014

Henrietta H. Fore, age 65, has been the Chairman and Chief Executive Officer of Holsman International, a manufacturing, consulting and investment company operating in the U.S. and international markets, since 2009. Ms. Fore also has held leadership positions in a number of U.S. government agencies, including Administrator of the United States Agency for International Development (USAID) and Director of U.S. Foreign Assistance at the Department of State from 2007 to 2009, the Under Secretary of State for Management from 2005 to 2007, and the 37th Director of the U.S. Mint from 2001 to 2005. She was President of Stockton Products, a manufacturer and distributor of steel and wire products, from 1986 to 1989, and from 1993 to 2001, and she currently serves as Chairman. Ms. Fore currently serves as a director of ExxonMobil Corporation and Theravance Biopharma, Inc. She was a director of Theravance, Inc. from 2010 to June 2014. Ms. Fore also serves as Global Co-Chair of the Asia Society and of WomenCorporateDirectors.

As our newest director, Ms. Fore contributes a valuable perspective on public policy and public-private collaboration, based on her tenure at USAID, where she oversaw partnerships and alliances with over 3,500 companies and 200 U.S.-based private volunteer organizations, and at the Department of State, where she was the Secretary’s principal advisor on both foreign assistance and management issues. These experiences, along with her service at the Asia Society, inform her global perspective on markets around the world. As an active chairman and chief executive officer who manages domestic and international operations, Ms. Fore also offers current insights on leadership, strategic planning and governance.

Raymond V. Gilmartin

Director since 1997

Raymond V. Gilmartin, age 73, is the retired Chairman, President and Chief Executive Officer of Merck & Company, Inc., a pharmaceutical company, and he served in that capacity from 1994 to 2005. He acted as Special Advisor to the Executive Committee of the Board of Merck from 2005 to 2006. He also previously served as Chairman, President and Chief Executive Officer of Becton Dickinson and Company, a medical technology company. Mr. Gilmartin was a Professor at Harvard Business School from 2006 to 2012 and an Executive-in-Residence through June 2013. Mr. Gilmartin was a director of Microsoft Corporation from 2001 to 2012.

Mr. Gilmartin brings to the board strong leadership, strategic planning capabilities, new product innovation and branding experience, and international operating expertise from his time at Merck. Mr. Gilmartin also provides scholarship on strategic business planning based on his experience at the Harvard Business School. He is one of our audit committee financial experts.

Judith Richards Hope

Director since 1989

Judith Richards Hope, age 73, was Distinguished Visitor from Practice and Professor of Law at Georgetown University Law Center from 2005 to July 2013; she was an Adjunct Professor at the Law Center from 2002 to 2003. Prior to that, Ms. Hope was a partner at the law firm of Paul, Hastings, Janofsky & Walker from 1981 until 2003, and a Senior Advisor to the Paul, Hastings firm from 2004 to 2005. She currently serves as the Chairman of the Board of the Castleton Music Festival. Ms. Hope is a director of Union Pacific Corporation, Russell Reynolds Associates, Inc. and Altius Holdings Limited.

Ms. Hope brings considerable legal oversight, risk assessment and policymaking expertise to the board. Ms. Hope’s law practice extensively involved clients from regulated industries. She served as Vice Chair of the President’s Commission on Organized Crime under President Ronald Reagan and as Associate Director of the White House Domestic Council under President Gerald Ford.

Heidi G. Miller

Director since 1999

Heidi G. Miller, age 61, served as President of JPMorgan International, a division of global financial services firm JPMorgan Chase & Co., from 2010 until her retirement in 2012. She served as Executive Vice President, ceo, Treasury & Security Services, of JPMorgan Chase from 2004 to 2010. From 2002 to 2004, Ms. Miller served as Executive Vice President and Chief Financial Officer of Bank One Corporation. Previously, she had been Chief Financial Officer of Citigroup Inc. Ms. Miller will be appointed a director of HSBC USA Inc. effective September 1, 2014, and concurrently, she will retire from her position as a director of The Progressive Corporation.

Ms. Miller’s financial expertise, risk management skills and international business background are valuable assets to the board, the audit committee and the finance committee. After earning a doctorate in Latin American History at Yale University, Ms. Miller spent 13 years with the Latin America Division of Chemical Bank, serving most recently as managing director and head of the emerging markets structured finance group. As head of Treasury & Security Services at JPMorgan Chase, she led the successful launch of a variety of new products and the group’s global expansion, particularly in Asia. As President of JPMorgan International, she focused on growth in emerging markets and expanding the bank’s global corporate bank. She is one of our audit committee financial experts and serves as the chair of our audit committee.

Hilda Ochoa-Brillembourg

Director since 2002

Hilda Ochoa-Brillembourg, age 70, is the founder, Chief Executive Officer and Chairman of the Board of Strategic Investment Group, an investment advisory firm. She was appointed to those roles in 1987 and 2012, respectively. She also served as the Chief Investment Officer from 1987 to April 2014. From 1976 to 1987, she served in various capacities within the Pension Investment Division of the World Bank, including as its Chief Investment Officer from 1981 to 1987. Prior to joining the World Bank, she was an independent consultant in the fields of economics and finance, a lecturer at the Universidad Catolica Andres Bello in Venezuela and treasurer of the C.A. Luz Electricia de Venezuela in Caracas. Ms. Ochoa-Brillembourg is a director of McGraw-Hill Companies and Cementos Pacasmayo SAA.

As Chief Executive Officer of the Strategic Investment Group, and as a former Chief Investment Officer for the World Bank, Ms. Ochoa-Brillembourg provides both a public and a private sector perspective on financial markets, financial services, corporate finance and accounting. From these roles, she has experience developing and reviewing risk measurement and management processes. She also contributes significant global policymaking and international experience, based on her service at the World Bank, the David Rockefeller Center for Latin American Studies and the Dean’s Council at the Harvard Kennedy School of Government. She is one of our audit committee financial experts.

Steve Odland

Director since 2004

Steve Odland, age 55, has been President and Chief Executive Officer of the Committee for Economic Development, a non-profit, public policy organization, since January 2013. Prior to that, he was an Adjunct Professor in the graduate schools of business at Lynn University and at Florida Atlantic University from 2011 until 2012. Mr. Odland served as Chairman and Chief Executive Officer of Office Depot, Inc., an office merchandise retailer, from 2005 until 2010. From 2001 to 2005, he was Chairman and Chief Executive Officer of AutoZone, Inc., an auto parts retailer. Prior to that, he served as an executive with Ahold USA, an international food retailer, from 1998 to 2000, and as President of the Foodservice Division of Sara Lee Bakery from 1997 to 1998. He was employed by The Quaker Oats Company from 1981 to 1996.

Based on his tenure as Chairman and Chief Executive Officer at Office Depot and AutoZone, Mr. Odland brings business leadership and strategic planning skills, retail expertise and an operating background to the board. He provides valuable insights into consumer products marketing; brand building; Internet marketing and sales; food service, business-to-business; and international management from his executive roles in the food industry at Ahold, Quaker Oats and Sara Lee. Mr. Odland also lends expertise on corporate financial planning and corporate governance.

Kendall J. Powell

Director since 2006

Kendall J. Powell, age 60, is Chairman of the Board and Chief Executive Officer of General Mills. Mr. Powell joined General Mills in 1979 and served in a variety of positions before becoming a Vice President in 1990. He became President of the Yoplait division in 1996, President of the Big G cereal division in 1997, and Senior Vice President of General Mills in 1998. From 1999 to 2004, he served as Chief Executive Officer of Cereal Partners Worldwide (CPW), our joint venture with Nestlé. He returned from CPW in 2004 and was appointed Executive Vice President. Mr. Powell was appointed President and Chief Operating Officer of General Mills with overall global operating responsibility for the company in 2006, Chief Executive Officer in 2007 and Chairman of the Board in 2008. He is a director of Medtronic, Inc.

Mr. Powell’s career-long dedication to the company; wide-ranging familiarity with the business; experience with the strategies that drive growth, both in the U.S. and internationally; and his collaborative working style have positioned him well to serve as our Chairman and Chief Executive Officer. Prior to his current role, Mr. Powell served in a number of key marketing and operational roles in the company’s U.S. Retail divisions. He also spent eleven years abroad focusing on our international operations, including five years as Chief Executive Officer of CPW.

Michael D. Rose

Director from 1985 to 2000 and since 2004

Michael D. Rose, age 72, served as Chairman of the Board of First Horizon National Corporation, a banking and financial services company, and its subsidiary, First Tennessee Bank National Association, from 2007 until his retirement in 2012. Since 1998, Mr. Rose has been a private investor and Chairman of Midaro Investments, Inc., a privately held investment firm. He served as Chairman of the Board of Gaylord Entertainment Company from 2001 to 2005. Mr. Rose is also a director of Darden Restaurants, Inc. and Ryman Hospitality Properties, Inc., formerly Gaylord Entertainment Company.

As our independent lead director, Mr. Rose draws on his leadership, strategic planning and governance expertise to foster active discussion and collaboration among the independent directors on the board and to serve as an effective liaison with management. Mr. Rose has served as chairman for a number of public companies, most recently at First Horizon and Gaylord Entertainment, a leading hospitality and entertainment company. His knowledge of retail and consumer issues, accumulated over years of leadership roles in consumer service and hospitality companies, has enriched board discussions on marketing and brand building strategies. Mr. Rose is also active in compensation matters. He serves as chair of the compensation committee at our company and has served as chair of the compensation committee at Darden Restaurants.

Robert L. Ryan

Director since 2005

Robert L. Ryan, age 71, served as Senior Vice President and Chief Financial Officer of Medtronic, Inc., a medical technology company, from 1993 until his retirement in 2005. Mr. Ryan was Vice President, Finance, and Chief Financial Officer of Union Texas Petroleum Corp. from 1984 to 1993, Controller from 1983 to 1984 and Treasurer from 1982 to 1983. Prior to 1982, Mr. Ryan was Vice President at Citibank and was a management consultant for McKinsey & Company. Mr. Ryan is a director of Stanley Black & Decker, Inc. and Citigroup Inc. He was a director of UnitedHealth Group from 1996 to 2008, and of Hewlett-Packard Company from 2004 to 2011.

As former Chief Financial Officer at Medtronic and Union Texas Petroleum, Mr. Ryan brings significant audit, financial reporting, corporate finance and risk management experience to the board, including experience overseeing the controller, global audit, tax and treasury functions at these public companies. He has a well-developed understanding of the board’s role and responsibilities based on his service on other public company boards. He is one of our audit committee financial experts, and he serves as the chair of our finance committee.

Dorothy A. Terrell

Director since 1994

Dorothy A. Terrell, age 69, is the Managing Partner of FirstCap Advisors, a venture capital and advisory services firm that she founded in 2010. She was a limited partner of First Light Capital, a venture capital firm, from 2003 until 2010. Ms. Terrell served as President and Chief Executive Officer of the Initiative for a Competitive Inner City, a non-profit organization focused on inner city business development, from 2005 until 2007, and as Senior Vice President, Worldwide Sales, and President, Platform & Services Group, of NMS Communications, a producer of hardware and software component products for telecommunications applications, from 1998 until 2002. She served in various executive management capacities at Sun Microsystems, Inc. from 1991 to 1997 and Digital Equipment Corporation from 1976 to 1991. Ms. Terrell is a director of Herman Miller, Inc.

During her leadership roles at FirstCap Advisors, First Light and at three premier technology companies, Ms. Terrell helped businesses reach profitability, and she brings a breadth of experience in e-commerce, international marketing, plant management, manufacturing and enterprise risk assessment to the board’s strategic discussions. Ms. Terrell’s commitment to inner city business development and health care causes has positioned her to be an informed and effective chair for our public responsibility committee.

The board of directors unanimously recommends a vote FOR each director nominee.

CORPORATE GOVERNANCE

Our corporate governance practices provide an important framework within which our board of directors and management pursue the strategic objectives of General Mills and ensure the company’s long-term vitality for the benefit of stockholders. Our corporate governance principles are published on our website at www.generalmills.com in the Investors section.

Board Independence and Accountability

The cornerstone of our corporate governance practices is an independent and qualified board of directors. The board has established guidelines consistent with the current listing standards of the New York Stock Exchange for determining director independence. You can find these guidelines in our corporate governance principles, which are posted in the Investors section of our website at www.generalmills.com.

Director affiliations and transactions are regularly reviewed to ensure there are no conflicts or relationships that might impair a director’s independence from the company, senior management and our independent registered public accounting firm. See Certain Relationships and Related Transactions.

Our directors are elected annually by a majority of votes cast, to enhance their accountability to stockholders. If an incumbent director is not re-elected, the director must promptly offer his or her resignation to the board. The corporate governance committee will recommend to the board whether to accept or reject the resignation, and the board will disclose its decision and the rationale behind it within 90 days from the certification of the election results. If ever there are more director nominees than the number of directors to be elected, the directors will be elected by a plurality of the votes cast.

Board Leadership

Our independent directors appoint the board’s leadership according to their judgment as to the structure that best serves the interests of the company and that contributes to the effective operation of the board. The independent directors periodically evaluate whether the role of the Chairman and the Chief Executive Officer should be separated or combined. The independent directors believe that the positions of Chairman and Chief Executive Officer currently should be held by the same person, as this combination has served the company well by providing unified leadership and direction. Under this structure, the Chairman of the Board leads the board and oversees board meetings and the delivery of information necessary for the board’s informed decision-making. The Chairman also serves as the principal liaison between the board and our management.

The board maintains strong, independent oversight of the Chief Executive Officer and management through governance practices including the appointment of an independent lead director; committees composed solely of independent directors; executive sessions of the board held at each meeting and led by the independent lead director, with feedback to the CEO; and an annual review of the Chief Executive Officer’s performance by the independent directors.

When the Chairman and Chief Executive Officer roles are combined, an independent director serves as lead director and:

Michael D. Rose has served as the lead director since September 2013.

Our Board’s Key Responsibilities

We have highlighted a few ways in which the board contributes to the value, and the values, of the company. Management and the board are committed to the long-term growth of our business, and to achieving it in a manner that is responsible to the global communities in which we operate and sell our products:

Overseeing Business Strategy

Our directors are an important resource for seasoned and candid insights into strategic issues facing the company, including product portfolio development and innovation, competitive positioning and global expansion.

Monitoring Performance and Ensuring the Integrity of Financial Results

The board is focused on monitoring performance against the company’s strategic objectives and financial targets. At each meeting throughout the year, the board reviews and discusses with management a set of detailed operating reports, including current financial performance versus plan. The audit committee reviews quarterly financial results with management before the results are publicly reported. The audit committee monitors the company’s internal controls and disclosure controls throughout the year, to ensure the accuracy and integrity of the company’s financial reports.

Management Succession Planning

Succession planning is one of the board’s most crucial functions, to develop and secure leaders who will successfully build the company’s business. Annually, the board formally reviews and discusses management development and succession plans for the Chief Executive Officer and his direct reports, and the board also discusses individual executive transitions as the need arises over the course of the year. This review includes an assessment of senior executives and their potential as successor to the Chief Executive Officer. The board has also adopted procedures to elect a successor in the event of the Chief Executive Officer’s sudden departure.

Managing Risk

Enterprise Risk Management

Effective enterprise risk management is an integral part of board and committee deliberations throughout the year.

Through these processes, the board oversees a system to identify, assess and address material risks to the company on a timely basis.

Compensation Risk Assessment

Management periodically conducts a risk assessment of the company’s employee compensation policies and practices, including those that apply to our executive officers, with the assistance of Frederic W. Cook & Co., Inc., the compensation committee’s independent compensation consultant.

The risk assessment begins with a mapping of the company’s incentive programs, by employee type and level as well as across business units. Management then analyzes the likelihood and magnitude of potential risks, focusing on program elements that may create risk, including pay mix, performance metrics, performance goals and payout curves, payment timing and adjustments, terms of equity incentives, change in control and severance arrangements, sufficiency of stock ownership policies, governance of compensation decisions, and enterprise risks that may be created by compensation policies and practices. Management also considers our compensation practices that mitigate risk.

Management reviews the findings of the risk assessment with the compensation committee. Based on the assessment, we have concluded that our compensation policies and practices are aligned with the interests of stockholders, appropriately reward pay for performance and do not create risks that are reasonably likely to have a material adverse effect on the company.

Representing Stockholders

We place a high value on communication and feedback from our investors and we actively engage with stockholders in a variety of ways. Our investor relations team, together with senior management, meets with investors and responds to investor requests throughout the year. We also proactively and regularly contact the policy setting and proxy voting teams at many of our institutional investors to identify and discuss any issues of concern or interest to them. Our engagement also extends to direct conversations with investors requesting information concerning a variety of business, social and environmental issues. The board receives a periodic report on our engagement efforts, and the corporate governance and compensation committees review the results of our engagement.

Inspiring Corporate Citizenship

As a global food company, General Mills is positioned not only to create economic value in the countries where we operate, but to create social and environmental value as well, and the board plays an important role in fulfilling that mission. It has a standing public responsibility committee composed entirely of independent directors, many of

whom possess extensive public policy experience. The committee works with management to guide the company’s corporate citizenship and sustainability programs. The committee also analyzes public policy issues that are important to internal and external stakeholders, including but not limited to, policy issues concerning food safety, nutrition and advertising. The committee reports to the board on a regular basis.

Determining Executive Compensation

The compensation committee recognizes the impact that its decisions have on the company’s performance and the company’s reputation. As a result, the committee invests significant time and resources in the design and oversight of the company’s executive compensation program.

Shortly after the end of each fiscal year, the compensation committee takes annual compensation actions for our executive officers, with a view to incenting and rewarding the achievement of superior financial results and appropriately aligning pay and performance. For the Chief Executive Officer, the outside directors on the board review and approve the committee’s recommendations.

The committee examines corporate performance as measured by our incentive programs; competitive market data from the consumer packaged goods industry peer group; the board’s evaluation of the Chief Executive Officer’s performance against the fiscal year’s objectives; and the recommendations of the Chief Executive Officer for the other executive officers. Other considerations include the officer’s cumulative earnings and stock awards, retirement balances and termination benefits, which provide context for annual compensation actions and which are summarized in tally sheets; feedback from our ongoing stockholder engagement efforts; and the results of the most recent stockholder say-on-pay vote.

Frederic W. Cook & Co., Inc., the committee’s independent compensation consultant (referred to as “Cook & Co.” or the “independent compensation consultant”), and management play integral roles in the compensation-setting process. Cook & Co. advises the compensation committee on director and executive compensation, but performs no other services for General Mills. The compensation committee actively works with the independent compensation consultant to formulate compensation decisions for our Chief Executive Officer. Management makes recommendations to the committee for the other executive officers, and Cook & Co. advises the committee on those recommendations.

Management’s and Cook & Co.’s recommendations are accompanied by competitive market data from the consumer packaged goods industry peer group. The independent compensation consultant periodically conducts a detailed review of the consumer packaged goods industry peer group, including benchmarking on pay philosophies, compensation elements and incentive mix. The consultant annually performs internal equity comparisons of named executive officer compensation to support the compensation committee’s review process. Other executive compensation services performed by the independent compensation consultant for the compensation committee in fiscal 2014 included:

An adviser from Cook & Co. attends compensation committee meetings to serve as a resource for the committee. In order to encourage independent review and discussion of executive compensation matters, the compensation committee and the committee chair may request meetings with the independent compensation consultant in executive session without management present.

The compensation committee has sole authority to retain or replace the independent compensation consultant. In order to maintain consultant independence, compensation committee pre-approval is required for all services performed by the independent compensation consultant above an aggregate annual amount of $25,000. The compensation committee annually evaluates the independent compensation consultant’s performance, and in conjunction with the engagement decision, it assesses the consultant’s independence in accordance with the listing standards of the New York Stock Exchange. In the most recent year, the committee determined that the engagement did not raise any conflict of interest. In reaching this conclusion, the compensation committee considered factors relevant to the consultant’s independence from management, including the six factors set forth in the listing standards. The committee’s examination included a letter from the consultant analyzing whether the firm and employees engaged on the company’s account fulfill the independence factors set forth in the listing standards.

Board Committees and Their Functions

The board has five standing committees that are each composed entirely of independent directors. The lead director and the corporate governance committee review committee and committee chair assignments annually, and recommend committee rosters to the full board after considering factors such as the directors’ business and corporate governance experience, their preferences, criteria for specific committee service, and the directors’ other responsibilities. Assignments are rotated to ensure that each committee has an appropriate mix of tenure and experience. Committee membership shown is as of August 1, 2014. We expect that the board will assign Henrietta H. Fore to the audit and public responsibility committees in September.

		Audit Committee		Compensation Committee		Corporate Governance Committee		Finance Committee		Public Responsibility Committee
Bradbury H. Anderson
R. Kerry Clark
Paul Danos
William T. Esrey
Raymond V. Gilmartin
Judith Richards Hope
Heidi G. Miller
Hilda Ochoa-Brillembourg
Steve Odland
Michael D. Rose
Robert L. Ryan
Dorothy A. Terrell

Chairperson Member Financial Expert

Audit Committee

Number of meetings in fiscal 2014: Seven

Functions:

Financial Experts:

The board of directors has unanimously determined that (i) all audit committee members are financially literate under the New York Stock Exchange listing standards and (ii) all audit committee members qualify as “audit committee financial experts” within the meaning of SEC regulations and have accounting or related financial management expertise as required by the New York Stock Exchange listing standards. Each member also meets the independence standards for audit committee membership under the rules of the SEC.

Compensation Committee

Number of meetings in fiscal 2014: Four

Functions:

Each member meets the independence standards for compensation committee membership under the listing standards of the New York Stock Exchange.

Corporate Governance Committee

Number of meetings in fiscal 2014: Seven

Functions:

Finance Committee

Number of meetings in fiscal 2014: Five

Functions:

Public Responsibility Committee

Number of meetings in fiscal 2014: Three

Functions:

A copy of each committee’s charter may be found on our website at www.generalmills.com in the “Investors” section under “Corporate Governance.”

Director Attendance

Directors are expected to attend all board and committee meetings, as well as the annual meetings of stockholders, absent exigent circumstances. 12 of our 13 directors in office at the time attended the 2013 Annual Meeting of Stockholders. During fiscal 2014, the board of directors met six times and various committees of the board met a total of 26 times. All directors attended at least 75% of the aggregate total meetings of the board and board committees on which they served during fiscal 2014.

Certain Relationships and Related Transactions

Director Nominations

The corporate governance committee is responsible for recommending candidates for election to our board of directors. For more information on overall board composition guidelines and selection criteria for individual directors, see Proposal Number 1 — Election of Directors. The corporate governance committee also reviews whether a potential candidate meets board and/or committee membership requirements imposed by law, regulation or stock exchange rules; recommends whether a potential candidate is independent; and evaluates the potential for any conflict of interest between the director and General Mills. Director nominees recommended by the corporate governance committee are subject to full board approval and election by stockholders at the annual meeting of stockholders.

From time to time, the corporate governance committee retains a search firm to assist in identifying, evaluating and recruiting director candidates, based on specified criteria, and pays the firm a fee for these services. Suggestions also are received from board members and stockholders. Of the 13 directors recommended for election at the 2014 Annual Meeting, all nominees but Henrietta Fore were elected as directors at our 2013 Annual Meeting. Ms. Fore was recommended to the committee by its search firm.

Stockholders who wish to suggest a candidate for our board of directors may submit a written recommendation to the Corporate Secretary, General Mills, Inc., P.O. Box 1113, Minneapolis, Minnesota 55440, along with the stockholder’s name, address and the number of General Mills shares beneficially owned; the name of the candidate being recommended and the number of General Mills shares beneficially owned by the candidate; the candidate’s biographical information describing experience and qualifications; a description of all agreements, arrangements or understandings between the stockholder and candidate being recommended; and the candidate’s consent to serve as a director, if elected. The corporate governance committee may request that the stockholder provide certain additional information. For the board to consider a candidate for nomination at the 2015 Annual Meeting, stockholders should submit the required information to the Corporate Secretary by April 13, 2015.

The corporate governance committee will consider and evaluate stockholder-recommended candidates by applying the same criteria used to evaluate director-recommended candidates. If the corporate governance committee decides the candidate is suitable for board membership, the corporate governance committee will make a recommendation to the board of directors for its approval to include the candidate in the slate of directors nominated for election by stockholders in the Proxy Statement. During fiscal 2014, we received no director recommendations from our stockholders.

Under our By-laws, stockholders may also nominate a candidate for election at an annual meeting of stockholders. Our annual meeting typically will be held on the fourth Tuesday in September. Stockholders who intend to present a nomination at our 2015 Annual Meeting are required to notify the Corporate Secretary in writing and provide the information described in our By-laws no earlier than May 26, 2015 and no later than June 25, 2015. Director nominees submitted through this process will be eligible for election at the 2015 Annual Meeting, but will not be included in proxy materials sent to stockholders prior to the meeting.

Codes of Conduct for Directors and Employees

We have adopted a code of conduct applicable to all employees, including our principal executive officer, principal financial officer and principal accounting officer, and a code of conduct applicable to our directors. The codes of conduct are available on our website at www.generalmills.com.

The audit committee of the board of directors has established procedures for employees, stockholders, vendors and others to communicate concerns about our ethical conduct or business practices, including accounting, internal controls or financial reporting issues, to the audit committee, which has responsibility for these matters.

Communications with the Board

Interested parties may directly contact any of our directors, any committee of the board, the board’s non-employee directors as a group, the lead director, or the board generally, by writing to them at General Mills, Inc., P.O. Box 1113, Minneapolis, Minnesota 55440 or via e-mail at boardofdirectors@genmills.com. The board of directors has instructed the Corporate Secretary to distribute communications to the director or directors, after ascertaining whether the communications are appropriate to duties and responsibilities of the board. The board has requested that the Corporate Secretary not forward the following types of communications: general surveys and mailings to solicit business or advertise products; job applications or resumes; product inquiries or complaints; new product suggestions; or any material that is threatening, illegal or that does not relate to the responsibilities of the board.

DIRECTOR COMPENSATION

We structure director compensation to attract and retain qualified non-employee directors and to further align the interests of directors with the interests of stockholders.

Determining Director Compensation. The compensation committee periodically reviews surveys of non-employee director compensation trends and a competitive analysis of peer company practices prepared by the independent compensation consultant. The committee makes recommendations to the board of directors on compensation for our non-employee directors, including their retainers and annual equity awards. Each component of director compensation is described in this section.

Annual Retainer. Non-employee directors each receive an annual retainer of $75,000. The chair of the audit committee receives an additional $15,000, chairs of other committees receive an additional $10,000, and other audit committee members receive an additional $5,000. We do not pay any additional fees for attending or chairing a meeting. We pay annual retainers in quarterly installments. Directors can elect to have their retainers paid in cash and/or common stock.

Stock Ownership Policy. A substantial portion of non-employee director compensation is linked to our stock performance, and directors can elect to receive their entire board remuneration in stock and stock-related compensation. Our policy requires that non-employee directors keep all of the shares that they receive as compensation until they own shares equal in market value to at least five-times their annual retainer. As of July 25, 2014, all non-employee directors had met or exceeded these stock ownership requirements, except for Henrietta H. Fore, who joined our board in June 2014.

Restricted Stock Units. Each non-employee director receives approximately $180,000 in restricted stock units upon attending his or her first board meeting and upon each re-election.

The number of restricted stock units is determined based on the closing price of our common stock on the New York Stock Exchange on the date of the grant. Restricted stock units are granted under the 2011 Compensation Plan for Non-Employee Directors. The restricted stock units vest at the next annual meeting of stockholders. Directors who leave the board prior to vesting forfeit their restricted stock units. In the event an active director dies, his or her restricted stock units fully vest. Restricted stock units earn amounts equivalent to the regular dividend payments on our common stock. These amounts can be reinvested in additional stock units or paid to the director. Dividend equivalents will be distributed only to the extent the underlying restricted stock units vest.

Deferred Compensation. Non-employee directors may defer their retainers and restricted stock units. Their deferred cash accounts earn a monthly rate of return which tracks the investment return achieved under their selected investment funds, most of which are offered to participants in our 401(k) Plan. One of these funds tracks the return on our common stock, which further aligns directors’ interests with those of our stockholders. The value of deferred retainers paid in shares of our common stock and deferred restricted stock units also tracks our common stock performance. Earnings credited are not above-market or preferential.

Other Benefits. We have a Planned Gift Program for Directors (the “Planned Gift Program”) that has been discontinued for all directors elected after fiscal 2006. Upon the death of a participating director, the company will donate $1 million to a qualifying charity recommended by the director. We have calculated the change in the accrued liability for the benefit in fiscal 2014 and included it under footnote 4, All Other Compensation, in the table in this section.

The General Mills Foundation matches eligible charitable contributions made by active, non-employee directors of up to $15,000 in each calendar year to eligible colleges, secondary and elementary schools, and approved funds, and up to $15,000 to eligible art and cultural organizations. These matching charitable contributions are included under footnote 4, All Other Compensation, in the table in this section.

The fiscal 2014 compensation of our non-employee directors is shown in the following table. Henrietta Fore is not in the table because she joined the board after fiscal 2014.

Director Compensation For Fiscal 2014

ALL OTHER COMPENSATION

OWNERSHIP OF GENERAL MILLS COMMON STOCK BY DIRECTORS, OFFICERS AND CERTAIN BENEFICIAL OWNERS

The following table shows the amount of General Mills common stock beneficially owned by (a) each director and director nominee, (b) each named executive officer listed in the Summary Compensation Table, (c) all directors, director nominees and executive officers as a group and (d) each person or group owning more than 5% of our outstanding shares. Unless otherwise noted, all amounts are as of July 25, 2014, and the stockholders listed in the table have sole voting and investment power with respect to the shares owned by them.

Section 16(a) Beneficial Ownership Reporting Compliance

Based on a review of reports filed with the SEC by our directors and executive officers regarding their ownership and transactions in our common stock and written representations from those directors and officers, we believe that each director and executive officer has filed timely reports under Section 16(a) of the Securities Exchange Act of 1934 during fiscal 2014, except that Mr. Rose filed a late report for one transaction due to an administrative error.

The company provides its stockholders with an annual advisory vote on the compensation of its named executive officers, pursuant to Section 14A of the Securities Exchange Act of 1934. At the 2013 Annual Meeting, approximately 94% of the votes cast supported our executive compensation program. Our compensation committee reviewed the results of the advisory vote, and also considered feedback from some of our largest investors.

The compensation committee recognizes that effective practices evolve, and the committee will continue to consider changes as needed to keep our executive compensation program competitive and tightly linked to performance.

Consistent with our stockholders’ preference and prevailing investor demand, we expect to hold an advisory vote on executive compensation every year. This year, we are asking stockholders to approve the following resolution:

RESOLVED, That the stockholders approve the compensation paid to the company’s named executive officers, as disclosed in the Compensation Discussion and Analysis section, and the compensation tables and related narrative in the Executive Compensation section, of the Proxy Statement for the 2014 Annual Meeting of Stockholders.

General Mills’ guiding compensation philosophy is to maintain programs that will attract, motivate, reward and retain competitively superior leaders who are able to consistently achieve top tier corporate performance and total stockholder return. The compensation committee bases its executive compensation decisions on core principles including:

We believe that the company’s long-standing executive compensation programs have been effective at incenting the achievement of superior results, appropriately aligning pay and performance, creating an ownership culture in which company managers think and act like stockholders, and in enabling General Mills to attract and retain some of the most talented executives in the consumer packaged goods industry. Stockholders are encouraged to read the Compensation Discussion and Analysis section of this Proxy Statement for a more detailed discussion of how the company’s compensation programs reflect our overarching compensation philosophy and core principles.

The advisory vote will not be binding on the compensation committee or the board of directors. However, they will carefully consider the outcome of the vote and take into consideration any specific concerns raised by investors when determining future compensation arrangements.

The board of directors unanimously recommends a vote FOR the resolution approving, on an advisory basis, the compensation of our named executive officers.

EXECUTIVE COMPENSATION

Compensation Committee Report

The compensation committee has reviewed and discussed the following Compensation Discussion and Analysis with management and, based on such review and discussions, the compensation committee recommended to the board that the Compensation Discussion and Analysis be included in this Proxy Statement and in our Annual Report on Form 10-K for the fiscal year ended May 25, 2014.

SUBMITTED BY THE COMPENSATION COMMITTEE

Michael D. Rose, Chair
Bradbury H. Anderson
Raymond V. Gilmartin
Judith Richards Hope
Steve Odland

Compensation Discussion and Analysis

Executive Summary

General Mills strives to achieve financial performance that consistently ranks in the top tier of results for our consumer packaged goods industry peer group, and to deliver superior returns to our stockholders in terms of stock price appreciation and dividends. Our consumer packaged goods industry peer group, which we also refer to as the industry peer group, is described on page 31.

Our research, as confirmed by the compensation committee’s independent compensation consultant, indicates that food manufacturers in our industry peer group with the highest five-year total return to stockholders are those with the most consistently superior performance in terms of net sales growth, segment operating profit growth, earnings per share growth, and improvement in return on average total capital. As a result, since fiscal 2006, we have measured our financial performance, and calibrated the size of our annual and long-term incentive awards, according to the company’s performance against these annual corporate performance measures.

In June 2014, we adopted new three-year corporate performance measures for average net sales growth and cumulative free cash flow. These measures will determine the value of performance share units earned as part of the Chief Executive Officer’s long-term incentive compensation. Our research, as confirmed by the compensation committee’s independent compensation consultant, indicates that cumulative free cash flow also shows a strong correlation with total return to stockholders in our industry peer group. We believe that introducing this corporate performance measure will further balance and diversify the performance measures and performance periods of our incentive awards and will drive performance.

Over the last five fiscal years, we have met the annualized targets set forth in our long-term growth model for our corporate performance measures of organic net sales growth, adjusted segment operating profit growth and adjusted earnings per share growth. Our five-year improvement in return on average total capital has been below our long-term goal, due primarily to the strategic acquisitions of Yoplait and Yoki Alimentos.

In the table above, “CAGR” stands for “compound annual growth rate,” and “avg bps” stands for “average basis points.” In order to ensure that our ongoing performance is evaluated in a manner that reflects the year-over-year growth in underlying results, these performance results include adjustments for certain items affecting comparability as described in Appendix A.

Strong performance over time on our corporate performance measures has enabled us to continue our long-standing dividend payment record and to deliver competitive total returns to our stockholders. Over the past five years, General Mills’ dividends per share increased at a 13% compound annual rate, and in fiscal 2014, they increased by 17% over the prior fiscal year. The company’s dividend yield has averaged approximately 3% over this same period.

DIVIDENDS PER SHARE GROWTH

Fiscal Year

General Mills has one of the longest dividend histories in corporate America. The company and its predecessor firm have paid stockholder dividends without interruption or reduction for 115 years.

And we continue to deliver competitive returns to our stockholders. The graphs below illustrate the company’s financial performance in terms of cumulative total return to stockholders over various periods in relation to the total returns delivered by the S&P 500 index and an index of our industry peer group.

TOTAL STOCKHOLDER RETURN

Source: Bloomberg

Fiscal 2014 Company Performance

We began fiscal 2014 with plans to return significant cash to stockholders and to deliver growth consistent with our long-term growth model, leveraging our core strategies of brand building investment, international expansion, customer partnerships, new product innovation and holistic margin management.

Fiscal 2014 dividends per share increased by 17% versus the prior year, and we paid $983 million in total dividends. In addition, we returned $1,745 million to stockholders through the repurchase of 36 million shares. The total of $2.7 billion in cash returned to stockholders in fiscal 2014 represented an all-time high for the company.

While we delivered strong cash returns to stockholders in fiscal 2014, our financial performance finished below the median performance range established for our annual corporate performance measures. Performance results included: 5% adjusted earnings per share growth, 1% organic net sales growth, a 1% decline in adjusted segment operating profit, and a 29 basis point decline in return on average total capital. Our adjusted earnings per share and adjusted segment operating profit performance did not meet the targets under our long-term growth model, reflecting lower sales growth and unfavorable business mix, as well as foreign exchange headwinds in our international businesses.

In order to ensure that our ongoing performance is evaluated in a manner that reflects the year-over-year growth in underlying results, these performance results include adjustments for certain items affecting comparability as described in Appendix A. Results differ from previously reported results in our Annual Report on Form 10-K and elsewhere, due to the different treatment of Venezuela

currency devaluation over the last two fiscal years. The impact of the devaluation was excluded from our fiscal 2014 results for both compensation purposes, and for reporting purposes in our Annual Report on Form 10-K. The impact of the devaluation was included in our fiscal 2013 results for compensation purposes, since compensation was determined on that basis, but the impact was excluded from our Annual Report on Form 10-K to maintain consistency with results reported for fiscal 2014.

The board believes that the company’s executive compensation programs remain effective at incenting the achievement of results over long-term periods, appropriately aligning pay and performance, creating an ownership culture in which company managers think and act like stockholders, and enabling General Mills to attract and retain some of the most talented executives in the consumer packaged goods industry.

Fiscal 2014 Compensation for the CEO

Our Chief Executive Officer Ken Powell’s total direct compensation (base salary, annual incentive and long-term incentive) varies based on our results against the corporate performance measures – which we calibrate against our industry peer group.

While we strive for superior results, target opportunity is aligned with pay for median performance within the industry peer group. Annual and long-term incentive programs are designed to build a total compensation package that will vary from lower quartile positioning for lower quartile performance to upper quartile positioning for upper quartile performance relative to the industry peer group.

The board approved the following compensation actions for Mr. Powell, based on the board’s assessment of his fiscal 2014 performance and the independent compensation consultant’s analysis of competitive compensation levels within the industry peer group:

CEO TOTAL DIRECT COMPENSATION
YEAR-OVER-YEAR CHANGE

With Stock Options and Restricted Stock Units Reported in the Fiscal Year Earned

For more information on how these awards were valued, please refer to footnotes accompanying the table Total Direct Compensation on page 40.

While Mr. Powell’s total direct compensation has remained relatively flat over the last five fiscal years, total stockholder return has continued to climb, growing 145% over the same five-year period. The chart below compares Mr. Powell’s total direct compensation to total stockholder return on a $100 investment made at the beginning of the five-year period.

CEO TOTAL DIRECT COMPENSATION VS TOTAL STOCKHOLDER RETURN

CEO total direct compensation is as reported in the table Total Direct Compensation Earned for Fiscal Year Performance in each of the proxy statements for the last five fiscal years.

Key Highlights and Policies of Our Executive Compensation Program

In fact, the Chief Executive Officer holds company stock worth 28 times his base salary and the other named executive officers hold company stock worth, on average, 21 times their base salaries.

Our level of executive stock ownership is a result of several factors, including strong investment in, and development of, executive talent. At General Mills, 91% of our officers have been promoted from within the company. We also have longer vesting requirements for our equity awards than most companies in our industry peer group (awards vest 100% four years from the grant date). These trends are even more pronounced for our named executive officers, who have an average of 21 years of service at the company and who hold their stock options for an average of eight to nine years before exercising.

Compensation Philosophy and Principles

General Mills’ guiding philosophy is to maintain a compensation system that will attract, motivate, reward and retain competitively superior leaders who are able consistently to achieve corporate performance and total stockholder return that are in the top tier of the consumer packaged goods industry peer group. The compensation committee bases its compensation decisions on the following core principles:

as they drive results. They and other leaders within the company are expected to exemplify our strong core values. General Mills believes these values are essential to achieving long-term sustainable growth and increased value for stockholders:

Consumer Packaged Goods Industry Peer Group

The compensation committee, with the assistance of management and the independent compensation consultant, evaluates our company’s executive compensation program against similar programs within the consumer packaged goods industry peer group, which we also refer to as the industry peer group. In fiscal 2013, the compensation committee conducted a comprehensive industry peer group review, with assistance from the independent compensation consultant. No changes were made in fiscal 2014.

The compensation committee used the following selection criteria in determining our industry peer group:

The chart below illustrates General Mills’ positioning relative to our peers in terms of scale and complexity of operations, as measured by sales, market capitalization and total assets.

HOW WE USE OUR INDUSTRY PEER GROUP

The compensation committee annually compares General Mills’ compensation under various performance scenarios versus industry peer group practices to ensure that our programs are competitive and that pay is commensurate with performance.

Pay and Performance Relationship

General Mills strives to deliver superior performance and competitive pay, reflecting an ownership culture where employees think and act like stockholders. We achieve our strong performance orientation through aligning total direct compensation (base salary, annual incentive and long-term incentive) with the company’s performance.

The compensation committee evaluates our performance against specific financial goals that are calibrated against the performance of the consumer packaged goods industry peer group. Assuming target performance, between 79% and 88% of total direct compensation for our named executive officers is performance-based and “at-risk.”

Performance Measurement

Four of the corporate performance measures are tied to results from the most recently completed fiscal year and are used to calculate the Annual Corporate Performance Rating, which adjusts the size of both the annual incentive awards and the option and restricted stock unit grants included in the long-term incentive awards for the named executive officers. Beginning this year we introduced performance share units as a portion of the Chief Executive Officer’s long-term incentive award. The performance share units will be earned based on our future achievement of three-year corporate performance measures.

At the beginning of each fiscal year, performance goals are established for the annual and three-year performance periods. The corporate performance measures have been chosen due to their demonstrated alignment with total stockholder return.

CORPORATE PERFORMANCE MEASURES

		Annual Incentive		Long-Term Incentive
		Cash and Stock Portions		Performance Share Units Earned		Stock Options Granted		Restricted Stock Units Granted
Annual Corporate Performance Measures
Organic Net Sales Growth
Adjusted Segment Operating Profit Growth
Adjusted Earnings per Share Growth
Return on Average Total Capital Improvement
Three-Year Corporate Performance Measures
Average Organic Net Sales Growth
Cumulative Free Cash Flow

The ultimate value of the equity awards is determined by our company’s stock price performance.

Annual Corporate Performance Rating

The compensation committee’s annual performance assessment is designed so that there is a range of performance goals that correspond to a range of compensation payouts. In determining the specific performance range for each fiscal year, the compensation committee generally reviews one-year, two-year and five-year historical compound annual growth rates achieved by companies in the consumer packaged goods industry peer group in order to develop an estimated range of peer group performance levels for the next fiscal year. Some judgment is applied for items significantly affecting comparability of reported rates of growth (for example, significant acquisitions or divestitures).

The compensation committee establishes the range for each corporate performance measure that factors into the Annual Corporate Performance Rating at the beginning of the fiscal year with the following goals in mind:

The company’s Annual Corporate Performance Rating can vary significantly based on the company’s performance in the fiscal year. One way to assess how difficult or likely it would be for the company to achieve annual performance goals is to look at historical results.

ANNUAL CORPORATE PERFORMANCE RATING FOR FISCAL 2014

Fiscal 2014 results on the four annual corporate performance measures are set forth below and led to a 1.16 Annual Corporate Performance Rating, which represents below median performance relative to our industry peer group.

In order to ensure that our ongoing performance is evaluated in a manner that reflects the year-over-year growth in underlying results, these performance results include adjustments for certain items affecting comparability as described in Appendix A.

Elements of Total Direct Compensation

PAY MIX ASSUMING TARGET PERFORMANCE

Target performance is aligned with median performance in the industry peer group, and assumes a 1.40 individual performance rating, a 1.50 Annual Corporate Performance Rating, and a PSU payout for target goals achieved.

CEO Total Direct Compensation

There is a significant difference in total direct compensation (base salary, annual incentive and long-term incentive) paid to the Chief Executive Officer when the company has maximum/superior performance (resulting in a 1.80 Corporate Performance Rating (CPR)) versus threshold/significantly below intended performance (resulting in a 1.00 CPR). Awards are granted annually in June just after the fiscal year end. The chart in this section demonstrates the range of total direct compensation for Mr. Powell at various levels of individual and corporate performance. The column “Maximum/Superior Performance (1.80 CPR)” represents the maximum payout, with performance share units at 150% of the target opportunity, and restricted stock units and options at 130% of the target opportunity. The column “Threshold/Significantly Below Intended Performance (1.00 CPR)” represents a performance share unit payout at 50% of the target opportunity, and restricted stock units and stock options payout at 70% of the target opportunity. Values for equity awards are based on grant date fair values, and they do not reflect the impact of stock price fluctuations on the ultimate value of compensation.

RANGE OF CORPORATE PERFORMANCE AND CEO’S CORRESPONDING

TOTAL DIRECT COMPENSATION

Base Salary

Base salaries for the named executive officers are targeted at or below median levels for officers in comparable positions within our industry peer group. Base salary is the only element of total direct compensation that does not vary annually based on company performance. With the guidance of the independent consultant, the compensation committee annually reviews potential adjustments to base salary for merit increases, to align with market, and for changes in responsibilities.

Annual Incentive

General Mills has an Executive Incentive Plan that provides the named executive officers with an opportunity to earn an annual incentive award that is paid partially in cash. The balance of the annual incentive award is paid in restricted stock units that vest after four years from the 2011 Stock Compensation Plan.

The size of each named executive officer’s annual incentive opportunity is benchmarked annually against the annual incentive opportunities given by the industry peer group companies to executives holding comparable positions. Annual incentive awards can vary greatly from year to year based on the Annual Corporate Performance Rating, which can range from 0 to 1.80, and the named executive officer’s individual performance rating, which can range from 0 to 1.50. They are also subject to the company’s clawback policy.

The stock portion of the annual incentive award is decreased by 1% for every 0.01 below a 1.30 Annual Corporate Performance Rating, and increased by 1% for every 0.01 above 1.50, with a maximum performance adjustment of plus or minus 30% based on the Annual Corporate Performance Rating for that fiscal year. For fiscal 2014, there was a 14% decrease in grant size due to a 1.16 Annual Corporate Performance Rating, which was below the 1.30 to 1.50 range of Annual Corporate Performance Ratings associated with estimated median performance for the consumer packaged goods industry peer group. Restricted stock units earn dividend equivalents equal to regular dividends paid on our common stock, which are distributed only to the extent the underlying units vest.

The named executive officers’ individual performance ratings are based on the achievement of specific annual objectives such as business goals, financial and operating results, completion of strategic initiatives, quality of business plans, organizational development progress in important areas like diversity and employee development, and fulfillment of leadership expectations. The compensation committee approves the ratings for all named executive officers.

Long-Term Incentive

A significant portion of the named executive officers’ pay opportunity is provided through long-term incentive awards granted under the 2011 Stock Compensation Plan.

Awards for each fiscal year are granted annually in June just after the fiscal year end. The compensation committee annually compares the size of each named executive officer’s award against the long-term incentive awards made by industry peer group companies to executives holding comparable positions.

Performance Share Units

In June 2014, the board introduced performance share units as a portion of our Chief Executive Officer’s long-term incentive compensation. The performance share units will be earned based on our future achievement of three-year goals for average organic net sales growth and cumulative free cash flow. The compensation committee expects to make similar awards to our other named executive officers in June 2015. To balance and diversify the performance measures and performance periods for our incentive awards, the board and compensation committee continue to award stock options and restricted stock units based on annual corporate performance measures for organic net sales growth, adjusted segment operating profit growth, adjusted earnings per share growth, and improvement in average return on total capital.

These performance share units are designed to reinforce our broader pay for performance philosophy by conditioning payout on future performance, and focusing executives on equally-weighted top-line and bottom-line operating metrics that drive stockholder value: average net sales growth and cumulative free cash flow, which is cash from operating activities less capital expenditures. Cumulative free cash flow supports dividend growth and share repurchases, key elements in the General Mills stockholder return model. The board and compensation committee will base grants upon a three-year performance period with an additional year of required vesting. The performance share unit payout can vary from 0% to 150% of the target number of performance share units, based on results against the performance measures.

Furthermore, to emphasize the long-term nature of the program, the committee will set goals for the three-year performance period at the start of the period rather than setting new goals at the start of each fiscal year. The committee will measure annual net sales growth over the prior year for each of the three fiscal years during the three-year performance period, and then average the results. Net sales growth may be adjusted to exclude any impacts from acquisitions, divestitures, 53-week fiscal years and foreign currency exchange. Free cash flow will be measured on a cumulative, three-year basis.

Each performance share unit earned will be settled with a share of the company’s common stock one year following the completion of the three-year performance period, so that awards remain subject to a four-year total vesting period from the grant date. The performance units earn dividend equivalents equal to regular dividends paid on our common stock, which are distributed only to the extent the underlying units vest.

Stock Options

The stock option award is tied to the Annual Corporate Performance Rating. The award is decreased by 1% for every 0.01 below a 1.30 Annual Corporate Performance Rating, and increased by 1% for every 0.01 above 1.50, with a maximum performance adjustment of plus or minus 30% based on the Annual Corporate Performance Rating for that fiscal year. For fiscal 2014, there was a 14% decrease in grant size due to a 1.16 Annual Corporate Performance Rating, which was below the 1.30 to 1.50 range of Annual Corporate Performance Ratings associated with estimated median performance for the consumer packaged goods industry peer group.

Stock options vest 100% four years after the grant date. The exercise price per share equals the closing price of our common stock on the New York Stock Exchange on the grant date. The options generally expire 10 years and one month from the grant date.

Restricted Stock Units

The restricted stock unit award is tied to the Annual Corporate Performance Rating. The award is decreased by 1% for every 0.01 below a 1.30 Annual Corporate Performance Rating, and increased by 1% for every 0.01 above 1.50, with a maximum performance adjustment of plus or minus 30% based on the Annual Corporate Performance Rating for that fiscal year. For fiscal 2014, there was a 14% decrease in grant size due to a 1.16 Annual Corporate Performance Rating, which was below the 1.30 to 1.50 range of Annual Corporate Performance Ratings associated with estimated median performance for the consumer packaged goods industry peer group.

Restricted stock units vest 100% four years after the grant date. The restricted stock units earn dividend equivalents equal to regular dividends paid on our common stock, which are distributed only to the extent the underlying restricted stock units vest.

Other Elements of General Mills Total Rewards

Retirement and Health Benefits

We provide competitive retirement security and health benefits. Our executives participate in most of the same benefit plans made available to U.S. based salaried employees, including medical benefits, disability and life insurance, Pension Plan and Supplemental Retirement Plan (a restoration plan), 401(k) Plan, and Supplemental Savings Plan. See page 48 for further details.

Perquisites

We provide modest, fiscally responsible perquisites which enable our executives to focus on their duties, increase time efficiency, and mitigate risk. Our executives are provided a company automobile, a limited financial counseling benefit, and limited personal aircraft use for the Chief Executive Officer. See Perquisites and Other Personal Benefits on page 42.

Severance

We provide a Separation Pay and Benefits Program to attract and retain executives and to promote orderly succession for key roles. This plan is offered in lieu of employment contracts, which we do not have with any of our named executive officers. See page 52 for further details.

The following tables and accompanying narrative disclosure should be read in conjunction with the Compensation Discussion and Analysis. They present compensation for individuals who served as Chief Executive Officer and Chief Financial Officer during fiscal 2014, and for each of the other three most highly-compensated executive officers who were serving as executive officers at the end of fiscal 2014 (the “named executive officers”). Mr. Friendly retired on June 30, 2014, and Mr. Palmore has announced his retirement effective February 16, 2015.

The Summary Compensation Table contains values calculated and disclosed according to SEC reporting requirements, which for our company, means that total compensation mixes pay elements earned in different fiscal years. This table reports salary and non-equity incentive plan compensation for the fiscal year in which they are earned. However, it reports stock options are restricted stock units granted during the fiscal year, but earned based on performance in the prior fiscal year.

We have created a supplemental table, Total Direct Compensation, that reports stock options and restricted stock units in the year in which they are earned, and performance share units granted concurrently with these awards, to demonstrate how we evaluate our named executive officers’ total direct compensation.

Summary Compensation Table

Total Direct Compensation

With Stock Options and Restricted Stock Units Reported in the Fiscal Year Earned