EX-19.1 3 d764890dex191.htm EX-19.1 EX-19.1
 
 
 
 
 
 
Exhibit 19.1
GENERAL MILLS, INC.
Insider Trading Policy for
Directors and Officers
EXECUTIVE SUMMARY
v
Under federal securities laws, you may not buy or sell Company
 
securities (stock or debt)
when
 
you
 
have
 
material
 
information
 
about
 
the
 
Company
 
that
 
has
 
not
 
been
 
publicly
disclosed.
v
Members
 
of
 
the
 
board
 
of
 
directors
 
(“Directors”)
 
and
 
executive
 
officers
 
subject
 
to
 
the
reporting
 
requirements
 
of
 
Section
 
16
 
of
 
the
 
Securities
 
Exchange
 
Act
 
(“Executive
Officers”)
 
of
 
the
 
Company
 
are
 
required
 
to
 
pre-clear
 
with
 
the
 
Corporate
 
Secretary’s
Office all transactions in Company securities.
 
If there is important information
 
about the
Company that has
 
not been publicly
 
announced, you may
 
be advised that
 
the transaction
cannot be completed at that time.
v
Directors,
 
officers
 
and
 
certain
 
members of
 
the
 
Company’s
 
finance
 
and
 
communications
organizations
 
are subject to
 
“blackout” periods around
 
the release of
 
quarterly financial
results and
 
other ad hoc
 
blackout periods during
 
which they are
 
prohibited
 
from trading
in Company securities.
v
It
 
is
 
a
 
violation
 
of
 
insider
 
trading
 
laws
 
and
 
Company
 
policy
 
if
 
you
 
share
 
material
nonpublic information about the Company with friends, family members or others who do
not
 
need
 
the
 
information
 
as
 
part
 
of
 
their
 
work
 
for
 
the
 
Company
 
and
 
they
 
trade
 
in
Company securities before the information is publicly disclosed.
v
You
 
may
 
not
 
hedge
 
or
 
otherwise
 
use
 
derivatives
 
or
 
other
 
agreements
 
to
 
monetize
 
your
interest
 
in
 
Company
 
securities.
 
Directors
 
and
 
Executive
 
Officers
 
may
 
not
 
pledge
 
their
Company securities.
 
Officers who
 
are
 
not Executive
 
Officers may
 
only pledge
 
Company
securities outside
 
of margin
 
accounts.
 
You
 
are
 
advised to
 
avoid placing
 
multi-day limit
orders covering
 
Company securities without
 
entering into an
 
appropriate written
 
trading
plan.
v
The
 
consequences
 
of
 
violating
 
insider
 
trading
 
laws
 
and
 
related
 
Company
 
policies
 
are
severe
 
and
 
can
 
include
 
civil
 
penalties,
 
criminal
 
penalties,
 
jail
 
terms
 
and
 
disciplinary
action.
This policy
 
establishes guidelines
 
for Directors
 
and
 
officers
 
of General
 
Mills,
 
Inc. (the
 
“Company”)
 
to follow
when purchasing
 
or selling
 
Company stock
 
or debt.
 
These guidelines
 
impose certain restrictions
 
on the
 
timing
and execution
 
of transactions
 
in the
 
Company’s
 
securities.
 
From time
 
to time,
 
significant developments
 
at the
Company
 
may
 
result
 
in
 
further restrictions
 
on
 
your
 
ability
 
to
 
buy
 
or
 
sell Company
 
securities.
 
Early
 
planning
and the
 
use of
 
trading plans
 
can help
 
you manage
 
your transactions
 
within the
 
requirements of
 
this policy
 
and
reduce the risk of insider trading violations.
Prohibition
 
on Trading with Material Nonpublic Information
 
Background
Federal securities
 
laws
 
make it
 
unlawful to
 
buy
 
or sell
 
Company securities
 
on the
 
basis of
 
material
 
nonpublic
information
 
(“inside
 
information”)
 
or
 
to
 
pass
 
such
 
information
 
along
 
to
 
another
 
person
 
who
 
engages
 
in
 
such
trades (i.e.,
 
tipping).
 
Moreover,
 
it is
 
unlawful to
 
attempt to
 
take any
 
economic or
 
other personal
 
advantage of
such
 
information.
 
This
 
means
 
that
 
each
 
Director,
 
officer
 
and
 
employee
 
who
 
is
 
aware
 
of
 
material
 
nonpublic
information
 
must
 
not
 
permit
 
any
 
member
 
of
 
his
 
or
 
her
 
immediate
 
family
 
living
 
in
 
his
 
or
 
her
 
household
 
(a
“Family Member”), anyone acting
 
on his or
 
her behalf, any entity
 
controlled by him
 
or her,
 
or anyone to whom
he or she has disclosed the inside information to buy or
 
sell Company securities until the information is publicly
disclosed.
A
 
person
 
who
 
has
 
material
 
nonpublic
 
information
 
at
 
the
 
time
 
he
 
or
 
she
 
makes
 
a
 
trade
 
in
 
Company
 
securities
will be deemed
 
to have traded
 
“based on” such
 
information even if
 
the inside information
 
was not a
 
significant
or
 
determining
 
factor
 
in
 
his
 
or
 
her
 
decision
 
to
 
buy
 
or
 
sell
 
the
 
securities.
 
Therefore,
 
you
 
must
 
not
 
trade
 
in
Company securities anytime you are aware of material nonpublic information.
Transactions in Company securities will be
 
viewed by regulators with the benefit of hindsight.
 
Before engaging
in
 
any
 
transactions
 
in
 
Company
 
securities,
 
you
 
should
 
carefully
 
consider
 
how
 
regulators
 
might
 
view
 
your
trading in hindsight.
If you trade in Company securities while in possession of inside
 
information, then you may be subject to private
lawsuits
 
and
 
civil
 
and
 
criminal
 
proceedings
 
by
 
the
 
Securities
 
and
 
Exchange
 
Commission
 
(the
 
“SEC”).
 
The
potential
 
civil
 
and
 
criminal
 
penalties
 
for
 
insider
 
trading
 
can
 
be
 
severe.
 
Violations
 
of
 
the
 
Company’s
 
insider
trading policies may also result in disciplinary action, including termination.
Providing Inside Information to Others
Company policy
 
prohibits you
 
from disclosing
 
Company proprietary
 
information to
 
others except
 
as permitted
by
 
the
 
Company’s
 
Information
 
Protection
 
and
 
Classification
 
Standard.
 
If
 
you
 
provide
 
material
 
nonpublic
information
 
to
 
others
 
who
 
subsequently
 
trade
 
in
 
Company
 
securities,
 
then
 
both
 
you
 
and
 
the
 
recipient
 
of
 
such
information can potentially be held liable for violating insider trading laws.
Material Information
Information
 
is
 
deemed
 
“material”
 
when
 
there
 
is
 
a
 
substantial
 
likelihood
 
that
 
a
 
reasonable
 
investor
 
would
consider the information important in
 
deciding whether to buy,
 
hold or sell securities.
 
In short, any information
that
 
could
 
reasonably
 
affect
 
the
 
price
 
of
 
Company
 
securities
 
is
 
material.
 
Some
 
examples
 
of
 
Company
information that may be material are:
●
Earnings forecasts or results;
●
Significant mergers, acquisitions, divestitures or joint ventures;
●
Changes in dividend policy;
●
Significant actual or threatened litigation or governmental investigations;
●
Significant labor disputes or plant shutdowns;
●
Senior management changes;
●
Significant product recalls;
●
Significant marketing changes or price changes on major products;
●
Securities offerings, stock splits or significant borrowings; and
●
Severe financial liquidity problems.
 
 
 
Nonpublic Information
Information is
 
“nonpublic” until
 
(i) it
 
has been
 
disclosed by
 
the Company
 
to the
 
marketplace through
 
a major
newswire service
 
or a
 
filing with
 
the SEC
 
and (ii) adequate
 
time has
 
passed for
 
the information
 
to be
 
absorbed
by investors.
 
Information is considered nonpublic for one full trading day after the Company has disclosed it.
Pre-clearance of Transactions
If
 
you
 
are
 
a
 
Director
 
or
 
Executive
 
Officer,
 
you
 
must
 
pre-clear
 
with
 
the
 
Corporate
 
Secretary’s
 
Office
 
every
transaction involving
 
Company securities
 
by you,
 
your Family
 
Members and
 
an entity
 
or trust
 
in which
 
you or
your Family Members
 
have an interest
 
or control.
 
Pre-clearance is required
 
to determine whether
 
there are any
restrictions
 
on
 
engaging
 
in
 
the
 
transaction
 
at
 
that
 
time
 
and
 
will
 
help
 
you
 
avoid
 
the
 
appearance
 
of
 
trading
 
on
inside
 
information.
 
Pre-clearance
 
will
 
also
 
trigger
 
the
 
process
 
to
 
assure
 
compliance
 
with
 
applicable
 
SEC
reporting obligations
 
(Section 16
 
and Rule
 
144) and
 
help you
 
avoid inadvertently
 
engaging in
 
a “short
 
swing”
transaction (buying or selling a Company security within six months of an “opposite way” transaction).
The
 
pre-clearance
 
obligations
 
apply
 
to
 
all
 
transactions
 
in
 
Company
 
securities,
 
including
 
open-market
transactions,
 
exercises
 
of
 
stock
 
options,
 
transactions
 
in
 
the
 
Company’s
 
401(k),
 
Deferred
 
Compensation
 
and
Supplemental
 
Savings
 
Plans
 
(except
 
for
 
Exempt
 
Transactions
 
discussed
 
below),
 
and
 
gifts.
 
Directors
 
and
Executive
 
Officers
 
must
 
also
 
pre-clear
 
the
 
establishment
 
of
 
any
 
Rule
 
10b5-1
 
trading
 
plan
 
covering
 
Company
securities.
If
 
the
 
Corporate
 
Secretary’s
 
Office
 
advises
 
you
 
that
 
a
 
transaction
 
in
 
Company securities
 
may
 
occur,
 
then
 
you
may
 
proceed
 
with
 
the
 
proposed
 
transaction
 
so
 
long
 
as
 
it
 
occurs
 
by
 
the
 
end
 
of
 
the
 
next
 
trading
 
day
 
after
 
you
receive the
 
response.
 
If
 
the Corporate
 
Secretary’s
 
Office
 
advises you
 
that
 
the transaction
 
may
 
not
 
occur,
 
you
may
 
not
 
proceed
 
with
 
the
 
proposed
 
transaction.
 
You
 
should
 
keep
 
any
 
such
 
response
 
confidential
 
to
 
avoid
signaling
 
to
 
others
 
(including
 
brokers
 
and
 
financial
 
planners)
 
that
 
a
 
material
 
event
 
may
 
have
 
occurred.
 
It
 
is
therefore important that
 
you pre-clear any proposed
 
transaction before discussing it
 
with your broker.
 
Advance
planning
 
and
 
the
 
use
 
of
 
approved
 
trading
 
plans
 
can
 
reduce
 
the
 
potential
 
that
 
you
 
will
 
be
 
prevented
 
from
completing your proposed transaction.
 
This can be particularly important for time sensitive transactions such
 
as
broker assisted cashless exercises of expiring stock options.
Planning the Timing of Your
 
Transactions
Blackout Periods
Company
 
policy
 
prohibits
 
Directors,
 
officers
 
and
 
certain
 
members
 
of
 
the
 
Company’s
 
finance
 
and
communications organizations
 
from trading
 
in Company
 
securities starting
 
the Monday
 
before the
 
end of
 
each
fiscal quarter until one full trading day after the
 
Company publicly announces financial results for the
 
preceding
fiscal
 
quarter.
 
You
 
will
 
receive
 
a
 
quarterly
 
memorandum
 
from
 
the
 
Corporate
 
Secretary’s
 
Office
 
if
 
you
 
are
subject to these
 
trading restrictions.
 
The Company
 
may also impose
 
trading restrictions
 
in other
 
circumstances
(i.e.,
 
intra-quarter
 
changes
 
in
 
earnings
 
guidance,
 
acquisition
 
or
 
disposition
 
activity,
 
etc.)
 
when
 
material
nonpublic
 
information
 
is
 
known
 
within
 
the
 
Company.
 
You
 
must
 
not
 
disclose
 
the
 
imposition
 
of
 
any
 
ad
 
hoc
trading restrictions
 
to others
 
(including brokers
 
and financial
 
planners) to
 
avoid signaling
 
that a
 
material event
may have occurred.
Even if
 
you are
 
not subject
 
to any
 
trading restrictions,
 
you must
 
refrain from
 
trading in
 
Company securities
 
if
you possess material nonpublic information.
Rule 10b5-1 Trading Plans
 
 
Purchases or
 
sales of
 
Company
 
securities that
 
are made
 
pursuant to
 
an approved
 
Rule 10b5-1
 
trading
 
plan are
not
 
subject
 
to
 
(i)
 
the
 
prohibition
 
on
 
trading
 
when
 
you
 
have
 
inside
 
information,
 
(ii)
 
the
 
restriction
 
on
 
trading
during blackout periods or (iii) the trading pre-clearance procedures contained in this policy.
When properly
 
drafted and
 
implemented, a
 
Rule 10b5-1
 
trading plan
 
protects you
 
from insider
 
trading liability
under
 
the
 
federal
 
securities
 
laws.
 
A
 
Rule
 
10b5-1
 
trading
 
plan
 
must
 
be
 
entered
 
into
 
with
 
a
 
broker
 
at
 
a
 
time
(outside
 
of
 
a
 
blackout
 
period)
 
when
 
you
 
are
 
not
 
aware
 
of
 
material
 
nonpublic
 
information.
 
A
Rule
 
10b5-1
trading plan executed by a Director or Executive Officer must prohibit trades from occurring until the later of (i)
90 days after
 
the plan is
 
adopted and (ii)
 
two business
 
days after the
 
10-Q or
 
10-K is filed
 
by the
 
Company for
the fiscal
 
quarter in
 
which the
 
plan is
 
adopted (not
 
to exceed
 
120 days).
 
A Rule
 
10b5-1 trading
 
plan executed
by any officer other than an Executive Officer
 
must prohibit trades from occurring until 30 days after
 
the plan is
adopted.
 
Once
 
the
 
plan
 
is
 
adopted,
 
you
 
must
 
not
 
exercise
 
any
 
influence
 
over
 
the
 
amount
 
of
 
securities
 
to
 
be
traded, the price at which securities are to be traded or the dates of trades.
 
The plan must be in writing and must
either
 
specify
 
(including
 
by
 
formula)
 
the
 
amount,
 
pricing
 
and
 
timing
 
of
 
transactions
 
in
 
advance
 
or
 
delegate
discretion on those matters to an independent third party.
SEC rules impose several other restrictions on Rule 10b5-1 trading plans, including the following:
●
A person generally may only have one active plan at any time (no overlapping plans);
●
A person may only have one single-trade plan in any 12-month period;
●
A person must act in good faith with respect to the plan; and
●
The plan
 
trading delay
 
discussed in
 
the foregoing
 
paragraph must
 
be observed
 
in connection
 
with most
plan modifications.
All
 
Rule
 
10b5-1
 
trading
 
plans
 
adopted
 
or
 
amended
 
by
 
Directors
 
and
 
Executive
 
Officers
 
must
 
be
 
approved
 
in
advance by the Corporate Secretary’s Office .
Securities and Transactions Covered
 
by this Policy
Company Granted Stock Options
Even
 
if
 
you
 
possess
 
material
 
nonpublic
 
information,
 
you
 
may
 
exercise
 
stock
 
options
 
granted
 
to
 
you
 
by
 
the
Company,
 
but
 
you
 
must
 
hold
 
the
 
shares
 
received
 
upon
 
such
 
exercise
 
until
 
the
 
inside
 
information
 
is
 
publicly
disclosed.
 
Stock option exercises are not covered by insider trading laws
 
because no third-party is involved in a
purchase or
 
sale of
 
the shares
 
of stock.
 
You
 
may also
 
pay the
 
exercise price
 
of, and
 
withholding taxes
 
related
to,
 
a
 
stock
 
option
 
with previously
 
owned
 
shares
 
of
 
Company
 
stock
 
while
 
in
 
possession
 
of
 
inside information.
 
However,
 
you
 
may
 
not
 
engage
 
in
 
a
 
broker
 
assisted
 
cashless
 
option
 
exercise
 
while
 
in
 
possession
 
of
 
inside
information because
 
this results
 
in an
 
open market
 
sale of
 
Company stock
 
to fund
 
the payment
 
of the
 
exercise
price.
401(k) Savings Plan, Supplemental Savings Plan and Deferred Compensation Plan
The
 
restrictions
 
in
 
this
 
policy
 
do
 
not
 
apply
 
to
 
regularly
 
scheduled
 
purchases
 
of
 
Company
 
stock
 
in
 
the
Company’s
 
401(k)
 
Savings
 
Plan,
 
Supplemental
 
Savings
 
Plan
 
or
 
Deferred
 
Compensation
 
Plan
 
resulting
 
from
periodic
 
contributions
 
pursuant
 
to
 
your
 
payroll
 
deduction
 
election
 
or
 
Company
 
contributions
 
(“Exempt
Transactions”).
 
The restrictions
 
in this
 
policy do
 
apply to
 
the following
 
transactions in
 
the Company’s
 
401(k)
Savings Plan, Supplemental Savings Plan and Deferred Compensation Plan:
●
Increases in
 
the
 
amount you
 
elect to
 
apply to
 
the
 
purchase of
 
Company stock
 
(including the
 
Company
Stock Fund and ESOP funds);
●
Intra-plan transfers into or out of any investment in Company stock;
 
 
●
Elections
 
to
 
borrow
 
money
 
against
 
your
 
401(k)
 
plan
 
account
 
if
 
the
 
loan
 
will
 
result
 
in
 
a
 
liquidation
 
of
some or all of your investment in Company stock; and
●
Elections to prepay
 
a loan
 
in your 401(k)
 
plan account
 
if the prepayment
 
will result in
 
a change in
 
your
investment in Company stock.
Prohibited Transactions
Company policy prohibits you from:
●
engaging in “short sales” of Company securities (i.e., borrowing securities for sale);
●
writing options covering Company securities (i.e., puts and calls); and
●
hedging
 
or
 
otherwise
 
monetizing
 
(using
 
exchange
 
trusts,
 
prepaid
 
variable
 
forwards,
 
equity
 
swaps,
forwards or any other derivative instruments) your interest in Company securities.
Directors
 
and
 
Executive
 
Officers
 
are
 
also
 
prohibited
 
from
 
pledging
 
Company
 
securities
 
as
 
collateral
 
for
 
any
loan.
 
Officers
 
who
 
are
 
not
 
Executive
 
Officers
 
may
 
only
 
pledge
 
Company
 
securities
 
as
 
collateral
 
for
 
loans
outside of margin accounts.
Standing Orders
You
 
should
 
avoid
 
placing
 
multi-day
 
standing
 
orders
 
to
 
buy
 
or
 
sell
 
Company
 
securities
 
at
 
a
 
particular
 
price
because
 
these
 
can
 
be
 
triggered
 
when
 
you
 
are
 
in
 
possession
 
of
 
inside
 
information.
 
You
 
may
 
avoid
 
these
concerns
 
by
 
establishing
 
a
 
formal
 
written
 
Rule
 
10b5-1
 
trading
 
plan
 
with
 
your
 
broker.
 
Standing
 
limit
 
orders
must be cancelled before the start of every trading blackout period.
Gifts
Gifts of Company securities are not permitted
 
during blackout periods, or when a
 
Director or officer is
 
aware of
material non-public
 
information,
 
if the
 
donor knows,
 
or should
 
know,
 
that the
 
recipient will
 
sell the
 
securities
before
 
any
 
material
 
non-public
 
information
 
is
 
disclosed.
 
All
 
gifts
 
of
 
Company
 
securities
 
by
 
Directors
 
and
Executive Officers are subject to the pre-clearance requirements in this policy.
Transferring Securities
If you
 
transfer Company
 
securities between
 
accounts within
 
the same
 
brokerage firm
 
or between
 
two different
brokerage firms, you
 
must determine
 
whether any
 
fractional shares held
 
in the
 
account will be
 
liquidated at
 
the
time of
 
transfer.
 
If fractional
 
Company securities
 
will be
 
liquidated at
 
the time
 
of transfer,
 
you must
 
treat the
transaction as an open market sale and adhere to the requirements of this policy with respect to such transaction.
Securities of Other Companies
You
 
may not trade or recommend
 
that others trade in the
 
securities of another company if,
 
in the course of your
employment, you learn
 
confidential information about
 
the other company
 
that is
 
likely to
 
affect the
 
value of its
securities.
 
This information must be kept confidential and should
 
only be shared with others on a need-to-know
basis in compliance with Company policies.
Questions
If
 
you
 
have
 
any
 
doubts
 
as
 
to
 
your
 
responsibilities
 
under
 
this
 
policy,
 
seek
 
clarification
 
and
 
guidance
 
from
 
the
Corporate
 
Secretary’s
 
Office
 
before
 
you
 
act.
 
For
 
issues
 
or
 
questions
 
related
 
to
 
this
 
policy,
 
or
 
to
 
pre-clear
transactions,
 
contact
 
Karen
 
Wilson
 
Thissen
 
(763-764-2455),
 
Ben
 
Backberg
 
(763-764-4593)
 
or
 
Chris
 
Rauschl
(763-293-3974).
 
 
 
 
 
 
d764890dex191p6i5 d764890dex191p6i6 d764890dex191p6i7 d764890dex191p6i4
 
 
GENERAL
 
MILLS
 
POLICY
CP-15 Insider Trading
SCOPE
:
 
Global
PURPOSE
Securities laws prohibit employees from trading Company stock when they have
 
material, non-public information
about the Company.
 
To ensure compliance with applicable laws, and to protect the Company’s reputation, the
Company has adopted rules governing trading in Company stock.
 
RESPONSIBILITIES
 
AND
 
REQUIREMENTS
1.
An employee may not trade Company stock when he or she has material, non-public
 
(“inside”) information
about the Company.
 
o
Information is considered “material” if a reasonable investor would consider
 
it important in making a
decision to buy, hold or sell stock.
 
Examples of material information include dividend actions,
financial results or projections, acquisitions or dispositions of businesses,
 
major new product
innovations, significant research advances, senior management changes,
 
significant price changes on
major products, product recalls, major plant shutdowns and major
 
marketing changes.
o
Information is considered “public” one full trading day after it has received
 
wide dissemination in the
press.
 
2.
 
An employee must prevent family members living in the employee’s household from trading Company stock
when the employee has inside information about the Company.
3.
An employee may not trade in the securities of other public companies
 
(for example, a General Mills supplier
or customer) about which the employee learns material, non-public information
 
through his or her employment
with the Company.
4.
Company policy prohibits the sharing of non-public Company information with
 
others in the absence of a
legitimate business purpose and an appropriate confidentiality arrangement.
 
An employee may violate insider
trading laws if he or she shares material, non-public information about
 
the Company with someone who
subsequently trades in Company stock.
5.
An employee may never (whether or not the employee has inside information)
 
engage in a short sale of, or a
transaction involving exchange-traded options (i.e. puts or calls)
 
on, Company stock.
6.
Officers and members of the Board of Directors of the Company are subject to additional
 
restrictions on trading
Company stock, which are included in the Insider Trading Policy for Directors and Officers.
RAISE
 
A
 
QUESTION/REPORT
 
A
 
VIOLATION
 
Contact Ethics & Compliance at 763-764-6693 or
ethics@genmills.com
 
for questions on this policy.
If you know of or suspect a violation of this policy, contact Ethics & Compliance at
ethics@genmills.com
 
or 763-764-
6693.
 
You
 
can also raise questions or make a report through the Ethics Line
 
at
www.generalmillsethics.com
or call
toll-free 1-800-210-2878. Dialing instructions for locations outside
 
the U.S. are available at the
www.generalmillsethics.com
 
site.
 
The Ethics Line allows you to remain anonymous (where
 
allowed by law).
 
General
Mills prohibits retaliation for good faith reports of suspected
 
misconduct.