In 2022, a shareholder proposal seeking a Board Chair independence policy nearly passed at General Mills, with approximately 42% of the vote. Although this proposal doesn’t seek that policy, its adoption would ensure the Chair and CEO roles are at least held by different people, thereby strengthening the company’s governance while letting the Board retain significant flexibility to choose its leadership structure, including the option to have a non-independent Chair. We recognize that the Company has appointed a lead independent director and has listed the duties and responsibilities of the position, providing some independent board leadership to balance the power of the combined Chair/CEO. However, we ultimately believe vesting a single person with both executive and board leadership concentrates too much responsibility in a single person and inhibits independent board oversight of executives on behalf of shareholders. Thus, adopting a policy to separate the CEO and Chair roles would, we believe, serve to protect shareholder interests by ensuring oversight of the Company on behalf of shareholders is led by an individual free from the insurmountable conflict of overseeing oneself. This would also allow the CEO to focus on developing and implementing the Company’s business strategies and objectives and supervise its day-to-day business operations while allowing the Chairman to lead the Board in its oversight and advisory roles—thus providing a clear delineation of responsibilities for each position and fostering greater accountability of management. Further, it would align General Mills with a growing number of companies that have chosen not to combine the roles of Board Chair and CEO. In fact, a solid majority (60%) of S&P 500 boards currently have separate Board Chairs and CEOs. With a recent proposal seeking an independent Chair policy having nearly passed, we believe this proposal merely seeking a separation policy should achieve majority support—and that its adoption would improve the company’s governance by assuring shareholders that management and the Board can effectively fulfill their respective roles while letting the Board retain significant flexibility. Indeed, CEO and Chair separation strengthens oversight, clarifies leadership responsibilities, and fosters accountability. Thank you