Exhibit 97.1

GENERAL MILLS, INC.

MANDATORYEXECUTIVE COMPENSATIONCLAWBACKPOLICY

Effective December 1, 2023

Policy

The Board of Directors (the “Board”) of General Mills, Inc. (the “Company”) hasadopted this Mandatory Executive

Compensation Clawback Policy (this “Policy”) pursuant to Rule 10D-1 of the Securities and Exchange Act of 1934, as amended (the

“Exchange Act”), the Securities and Exchange Commission regulationspromulgated thereunder, and applicable NewYorkStock

Exchange (“NYSE”) listing standards. This Policy,together with the Company’s VoluntaryExecutive Compensation Clawback

Policy, shall constitute theCompany’s “Executive CompensationClawback Policy.”

Administration

This Policy will be administered by the Compensation and TalentCommittee of the Board (the “Committee”). Any

determinations made by the Committee will be final and binding on all affectedindividuals.

Definitions

“Accounting Restatement” means an accounting restatement due tothe material noncompliance of the Company with any

financial reporting requirement under the securities laws, includingany required accounting restatement to correct an error in

previously issued financial statements that (i) is material to the previouslyissued financial statements (commonly referred to as a “Big

R” restatement), or (ii) would result in a material misstatement if the error werecorrected in the current period or left uncorrected in

the current period (commonly referred to as a “little r” restatement).

“Covered Executive” means each of the Company’scurrent and former Section 16 Officers.

“Erroneously AwardedCompensation” means, with respect to each Covered Executive in connectionwith an Accounting

Restatement, the excess of the amount of Incentive-Based Compensationreceived by the Covered Executive during the Lookback

Period over the amount of Incentive-Based Compensation that otherwise wouldhave been received had it been determined based on

the restated amounts, computed without regard to any taxes paid. ForIncentive-Based Compensation based on stock price or total

shareholder return, where the amount of Erroneously AwardedCompensation is not subject to mathematical recalculation directly

from the information in an Accounting Restatement: (i) the amountmust be based on a reasonable estimate of the effect of the

Accounting Restatement on the stock price or total shareholder return uponwhich the Incentive-Based Compensation was received,

and (ii) the Company must maintain documentation of the determinationof that reasonable estimate and provide such documentation

to NYSE.

“Financial Reporting Measures” are any measures that are determinedand presented in accordance with the accounting

principles used in preparing the Company’sfinancial statements, and any measures derived wholly or in part from such measures.

Stock price and total shareholder return are also Financial ReportingMeasures. A Financial Reporting Measure need not be presented

within the financial statements or included in a filing with the SEC.

“Incentive-Based Compensation” is any compensation that is granted, earned, or vestedbased wholly or in part upon the

attainment of a Financial Reporting Measure.

“Lookback Period” means the three completed fiscal years immediately precedingthe Required Restatement Date and any

transition period (that results from a change in the Company’sfiscal year) of less than nine months within or immediately following

those three completed fiscal years.

A “Recoupment Event” occurs when the Company is required to preparean Accounting Restatement.

“Required Restatement Date” means the earlier to occur of: (i) the datethe Company’s Board, a committee ofthe Board, or

the officer(s) of the Company authorized to take such action if Boardaction is not required, concludes, or reasonably should have

concluded, that the Company is required to prepare an Accounting Restatement,or (ii) the date a court, regulator, or other legally

authorized body directs the Company to prepare an Accounting Restatement.

“Section 16 Officer” is defined as a “officer” ofthe Company within the meaning of Rule 16a-1(f) under the Exchange Act.

 

 

 

 

 

 

Amount Subject to Recovery

The Incentive-Based Compensation that is subject to potential recovery underthis Policy includes such compensation that is

received by a Covered Executive (i) on or after October 2, 2023 (evenif such Incentive-Based Compensation was approved, awarded

or granted prior to this date), (ii) after the individual became a Covered Executive,(iii) if the individual served as a Section 16 Officer

during the performance period for such Incentive-Based Compensationand (iv) while the Company has a class of securities listed on a

national securities exchange or national securities association.

The amount of Incentive-Based Compensation subject to recovery froma Covered Executive upon a Recoupment Event is

the Erroneously AwardedCompensation, which amount shall be determined by the Committee.

For purposes of this Policy,Incentive-Based Compensation is deemed “received” in the Company’sfiscal period during

which the Financial Reporting Measure specified in the Incentive-Based Compensationaward is attained, even if the payment or grant

of the Incentive-Based Compensation occurs after the end of that period.

Recovery of Erroneously AwardedCompensation

Promptly following a Recoupment Event, the Chief Human Resources Officer(CHRO) shall oversee (i) a calculation of the

applicable amount of Erroneously AwardedCompensation (as defined above) for each Covered Executive;and (ii) the preparation of

a report for the Committee showing the calculation of the Erroneously AwardedCompensation for each Covered Executive along with

any applicable Limited Exemptions. The Committee will review thereport and determine the amount of Erroneously Awarded

Compensation for each Covered Executive.The Company will provide each such Covered Executive with a written notice ofsuch

amount and a demand for repayment or return. Upon receipt of suchnotice, each affected Covered Executive shall promptly repayor

return such Erroneously AwardedCompensation to the Company.

If such repayment or return is not made within 60 days, the Companyshall recover Erroneously AwardedCompensation in a

reasonable and prompt manner using any lawful method determinedby the Committee.

Limited Exceptions

Erroneously AwardedCompensation will be recovered in accordance with this Policy unless the Committee determinesthat

recovery would be impracticable and one of the following conditionsis met:

●

the direct expense paid to a third party to assist in enforcing this Policy would exceed theamount to be recovered,

provided the Company has first made a reasonable effortto recover the Erroneously AwardedCompensation; or

●

the recovery would likely cause a U.S. tax-qualified retirement plan to failto meet the requirements of Internal Revenue

Code Sections 401(a)(13) and 411(a) andthe regulations thereunder.

Reliance on any of the above exemptions will further comply with applicablelisting standards, including without limitation,

documenting the reason for the impracticability and providing requireddocumentation to NYSE.

No Insurance or Indemnification

Neither the Company nor any of its direct or indirect subsidiaries, will indemnifyany Covered Executive against the loss of

any Erroneously AwardedCompensation (or related expenses incurred by the Covered Executive) pursuantto a recovery of

Erroneously AwardedCompensation under this Policy,nor will the Company or any of its direct or indirect subsidiaries pay or

reimburse a Covered Executive for any insurance premiums on any insurancepolicy obtained by the Covered Executive to protect

against the forfeiture or recovery of any compensation pursuant to this Policy.

Interpretation

The Committee is authorized to interpret and construe this Policy andto make all determinations necessary,appropriate, or

advisable for the administration of this Policy.This Policy shall be applied and interpreted in a manner that is consistent with the

requirements of Rule 10D-1 and any applicable regulations, rules or standardsadopted by SEC or the rules of any national securities

exchange or national securities association on which the Company’ssecurities are listed. In the event that this Policy does not meet the

requirements of Rule 10D-1, the SEC regulations promulgated thereunder,or the rules of any national securities exchange or national

securities association on which the Company’ssecurities are listed, this Policy shall be deemed to be amended to meetsuch

requirements.

Indemnification of Policy Administrators

 

 

 

Any members of the Committee who participate in the administration ofthis Policy shall not be personally liable for any

action, determination or interpretation made with respect to this Policy andshall be fully indemnified by the Company to the fullest

extent permitted under applicable law and Company policy with respect toany such action, determination or interpretation. The

foregoing shall not limit any other rights to indemnification of the membersof the Committee under applicable law or Company

policy.

Amendment; Termination

The Committee may amend this Policy in its discretion and shall amendthis Policy as it deems necessary to comply with the

regulations adopted by the SEC under Rule 10D-1 and the rules of any nationalsecurities exchange or national securities association

on which the Company’s securities arelisted. The Committee may terminate this Policy at any time. Notwithstandinganything herein

to the contrary, noamendment or termination of this Policy shall be effective if that amendmentor termination would cause the

Company to violate any federal securities laws, SEC rules or the rules of any nationalsecurities exchange or national securities

association on which the Company’ssecurities are listed.

Other Recoupment Rights

Any right of recoupment under this Policy is in addition to, and not in lieu of (i) any otherremedies or rights of recoupment that may

be available to the Company pursuant to the terms of any similar provision in anyemployment agreement or any other compensatory

plan or agreement, (ii) any recoupment that may be due under the Company’sVoluntaryExecutive Compensation Clawback Policy,

and (iii) any other legal remedies available to the Company.To the extentthat application of this Policy would provide for recovery of

Erroneously AwardedCompensation that the Company recovers pursuant to another policy or provision,the amount that is recovered

will be credited to the required recovery under this Policy.This Policy shall not create or provide any rights to those subject to it or

any third parties.

Successors

This Policy shall be binding and enforceable against all Covered Executivesand their beneficiaries, heirs, executors,

administrators or other legal representatives.

ACKNOWLEDGMENT TO

GENERAL MILLS, INC.

MANDATORYEXECUTIVE COMPENSATIONCLAWBACKPOLICY

By signing below,the undersigned acknowledges and confirms that the undersigned has received and revieweda copy of the

General Mills, Inc. (the “Company”) Mandatory Executive CompensationClawback Policy (as it may be amended and in effect from

time to time, the “Policy”).

By signing this Acknowledgement, the undersigned acknowledges and agrees thatthe undersigned is and will continue to be

subject to the Policy and that the Policy will apply both during and after the undersigned’semployment with, and provision of services

to, the Company.

In the event of any inconsistency between the Policy and the terms of any employmentor other agreement to which the

undersigned is a party, orthe terms of any compensation plan, program or agreement under which any compensationhas been granted,

awarded, earned or paid, the terms of the Policy shall govern.

Further, by signing below,the undersigned acknowledges that the Company will not indemnify the undersignedagainst the

loss of an Erroneously AwardedCompensation (as defined in the Policy) and agrees to abide by the terms of the Policy,including,

without limitation, by forfeiting, returning and/or reimbursing any ErroneouslyAwardedCompensation (as defined in the Policy) to

the Company to the extent required by,and in a manner consistent with, the Policy.

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Signature

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Printed Name

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Date