GENERAL MILLS INC

The proposal asks the board to adopt a policy requiring shareholder approval before issuing so-called blank-check preferred stock, except when used for ordinary business purposes such as raising capital or making acquisitions and where there is no intent to change voting power. The proponent argues that blank-check preferred stock can be issued with terms that dilute common shareholders or entrench management, and cites governance groups and peer actions as rationale. The request is framed as a narrow safeguard to ensure transparency and accountability by preventing potential control-shifting issuances without shareholder consent. The proposal does not prohibit preferred stock issuances for routine financing but would require prior shareholder approval for issuances that could affect control.

The proposal requests that General Mills publish a report, at reasonable cost and excluding proprietary information, evaluating the effectiveness of its policies and due diligence for managing salient human rights risks across operations and supply chains. The proponents cite identified risks such as forced and child labor, higher-risk commodities (e.g., sugarcane), audit findings, and media reports as reasons for more aggregated outcome metrics, remediation indicators, and grievance information. They argue that such disclosure would help investors assess whether the company's human rights oversight is effective and consistently enforced, and would enable evaluation of material risks that could impact operations and long-term value. The company’s proxy includes an extended response describing its existing disclosures, audit coverage, remediation processes, and governance oversight.

The proposal requests that General Mills disclose, excluding proprietary details, the reductions in pesticide use that have been achieved through adoption of regenerative agriculture practices in its supply chain. The proponent argues that pesticides harm farmworker and community health, pollinators, soil health, and water and air quality, and that disclosure of pesticide reduction outcomes is an important metric of regenerative progress and a guard against greenwashing. The submission cites peer companies that already provide quantitative pesticide outcome reporting and urges General Mills to provide similar decision-useful indicators. The company’s proxy response states that its regenerative program focuses on holistic, context-specific farmer engagement and that prescriptive pesticide tracking could create burdens for farmers and slow adoption.