Darden es la compañía de restaurante de servicio completo más grande del mundo
La familia Darden de restaurantes presenta algunas de las marcas más reconocidas y acertadas en el servicio completo de comida: Olive Garden, LongHorn Steakhouse, The Capital Grille, Bahama Breeze y Seasons 52. Nuestras marcas han sido establecidas durante décadas de aprendizaje de nuestros invitados. Sus inspiraciones culinarias vienen de los pueblos pesqueros de Maine, las mesas de familia de Italia y el Oeste Americano – iconos que reflejan la diversidad rica de aquellos que visitan nuestros restaurantes.

Inclusive, no es ninguna exageración el decir que nuestras marcas más grandes se han convertido en iconos. Desde la apertura de nuestro primer restaurante de Red Lobster en Lakeland en Florida, en 1968, Darden ha crecido para hacerse la compañía de restaurantes de servicio completo más grande del mundo. A través de subsidiarias, poseemos y operamos casi 1,800 restaurantes, empleamos a aproximadamente 180,000 personas y servimos más de 400 millones de comidas por año.
Recent News
Fri, 19 Sep 2014 08:05:00 -0400

We Love Olive Garden's Pasta, Soup, Salad and Breadsticks Too

ORLANDO, Fla., Sept. 19, 2014 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE: DRI) today issued the following statement to the tens of thousands of Olive Garden guests and fans who have recently been so outspoken in their passionate support of Olive Garden and the Italian generosity for which it stands:

Grazie Olive Garden guests and fans! 

All of us at Olive Garden offer our deep appreciation for the passionate support that you have extended to us.  Your tens of thousands of tweets, Facebook and Instagram posts, letters and phone calls expressing your enthusiasm for Olive Garden's pasta, soups, salad and breadsticks have been inspiring and humbling.  We have loved reading about the special memories that so many of you have made at our restaurants. 

Today, the Olive Garden family of 800+ restaurants is evolving the brand with our customers' favorites in mind. With reinvigorated dishes, a refreshed website, a restructured logo, and remodeling of select restaurants, we aim to make every guest experience feel more like today's genuine Italian dining experience.  Your warm enthusiasm reinforces our confidence that we are headed in the right direction – changing for the better and to better serve you. 

We are committed to building on the progress we are making.  Still, as we enhance our menu to reinforce value and relevance, improve quality and simplify processes, you can count on us to stand-by the Italian generosity for which Olive Garden has long been known – including our traditional pasta dishes, homemade soups and endless salad and freshly baked garlic breadsticks.

We urge you to continue to voice your support for Olive Garden.  And again, thank you for being such an engaged and passionate community.  We are incredibly grateful that you have chosen to be a part of our family. Go #TeamBreadsticks!

We look forward to serving you at your local Olive Garden.  See you soon.

Sincerely,

Gene Lee

Dave George

President & Chief Operating Officer of Darden

President of Olive Garden

Darden noted that over the past days, it has received outspoken support from tens of thousands of Olive Garden guests, including a new hashtag #TeamBreadsticks.  On one single day, there were over 34,000 interactions on Facebook alone, with a single posting about Olive Garden's breadsticks resulting in a 1,752% increase over the average amount of commentary on the Company's Facebook page. 

Example posts include[1]:

Example posts

About Darden Restaurants

Darden Restaurants, Inc., (NYSE: DRI), owns and operates more than 1,500 restaurants that generate approximately $6.3 billion in annual sales. Headquartered in Orlando, Fla., and employing 150,000 people, Darden is recognized for a culture that rewards caring for and responding to people. In 2014, Darden was named to the FORTUNE "100 Best Companies to Work For" list for the fourth year in a row. Our restaurant brands – Olive Garden, LongHorn Steakhouse®, Bahama Breeze®, Seasons 52®, The Capital Grille®, Eddie V's® and Yard House® – reflect the rich diversity of those who dine with us. Our brands are built on deep insights into what our guests want. For more information, please visit www.darden.com.

Information About Forward-Looking Statements

Forward-looking statements in this communication regarding our ability to improve performance across our brands and enhance shareholder value and all other statements that are not historical facts, including without limitation statements concerning our future economic performance, plans or objectives and expectations regarding the sale of Red Lobster, benefits to Darden and its shareholders from such sale and related matters, are made under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Any forward-looking statements speak only as of the date on which such statements are made, and we undertake no obligation to update such statements to reflect events or circumstances arising after such date except as required by law. We wish to caution investors not to place undue reliance on any such forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties that could cause actual results to materially differ from those anticipated in the statements. The most significant of these uncertainties are described in Darden's Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports). These risks and uncertainties include the ability to achieve Darden's strategic plan to enhance shareholder value including realizing the expected benefits from the sale of Red Lobster, actions of activist investors and the cost and disruption of responding to those actions, including any proxy contest for the election of directors at our annual meeting, food safety and food-borne illness concerns, litigation, unfavorable publicity, risks relating to public policy changes and federal, state and local regulation of our business including health care reform, labor and insurance costs, technology failures, failure to execute a business continuity plan following a disaster, health concerns including virus outbreaks, intense competition, failure to drive sales growth, our plans to expand our smaller brands Bahama Breeze, Seasons 52 and Eddie V's, a lack of suitable new restaurant locations, higher-than-anticipated costs to open, close, relocate or remodel restaurants, a failure to execute innovative marketing tactics and increased advertising and marketing costs, a failure to develop and recruit effective leaders, a failure to address cost pressures, shortages or interruptions in the delivery of food and other products, adverse weather conditions and natural disasters, volatility in the market value of derivatives, economic factors specific to the restaurant industry and general macroeconomic factors including unemployment and interest rates, disruptions in the financial markets, risks of doing business with franchisees and vendors in foreign markets, failure to protect our service marks or other intellectual property, impairment in the carrying value of our goodwill or other intangible assets, a failure of our internal controls over financial reporting, or changes in accounting standards, an inability or failure to manage the accelerated impact of social media and other factors and uncertainties discussed from time to time in reports filed by Darden with the Securities and Exchange Commission.

[1] Permission to use quotations in these materials was neither sought nor obtained.



Contacts:



(Analysts) Matthew Stroud

(407) 245-5288


(Media) Bob McAdam

(407) 245-5404




Photo - http://photos.prnewswire.com/prnh/20140918/147166

SOURCE Darden Restaurants, Inc.

Thu, 18 Sep 2014 08:00:00 -0400

Board Recommends Darden Shareholders Vote "FOR ALL" of Darden's Eight Highly Qualified, Independent Director Nominees on BLUE Proxy Card Today

ORLANDO, Fla., Sept. 18, 2014 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE: DRI) today announced that it is mailing a letter to shareholders in connection with the Company's 2014 Annual Meeting of Shareholders to be held on October 10, 2014.  Darden's letter to shareholders and other materials regarding the Board's recommendation for the 2014 Annual Meeting can be found on the Company's website and at www.DardenAnnualMeeting.com.

Highlights of the letter include:

  • The upcoming Annual Meeting presents Darden's shareholders with the key decision between what we believe are two different approaches – and shareholders' choice could impact the progress we are making and the value of shareholders' investment in Darden, including the Company's $2.20 per share annual dividend.
  • We believe the fresh perspectives from Darden's new director nominees combined with the experience and insights from Darden's continuing directors will support superior growth and value creation going forward. In addition, we are leaving four seats to be filled by Starboard's nominees, ensuring that they will be able to directly participate in Darden's ongoing transformation.
  • Darden's current Board is committed to thoughtful and productive change, and to reviewing all alternatives with a focus on sustainable growth and value creation for all shareholders.
  • Although Darden has left four seats to be filled by Starboard nominees, we believe allowing Starboard to take total control of Darden could introduce significant risks to shareholder value, particularly given the progress we are already making. Further, we do not believe it is necessary for shareholders to elect an entirely new Board to implement the operating initiatives at Olive Garden® that are already underway and delivering encouraging results.
  • We are also troubled by certain other Starboard suggestions for Olive Garden that we believe would undermine progress that is improving both food quality and guest experience. Starboard's advisory team for these suggestions has a mixed track record, which raises additional questions about the actual value potential of these operating suggestions it has proposed.
  • We believe Starboard's proposed directors have significant experience gaps and many ties to Starboard and to each other, which raise further concerns to us about their independence.
  • We believe Darden's new and continuing Board nominees have the qualifications and requisite experience to provide effective and independent oversight and direction, and to recruit and select an exceptionally qualified Chief Executive Officer to build on the momentum we are achieving. All of Darden's director nominees share the common goal of enhancing shareholder value, and are prepared to work collaboratively with all of the new directors, including the Starboard nominees, to achieve this objective.

September 18, 2014

Dear Darden Shareholder:

Positive change and improvement is underway at Darden. 

We have announced a new slate of nominees for Darden's Board of Directors, including four new independent director nominees and four continuing independent nominees.  Following the upcoming Annual Meeting, which will be held on October 10, 2014, the new Board will elect a new independent Board chair and will also reconstitute all of the Board's committees.  As part of this reconstituted Board, eight of Darden's 12 directors would be new to the Board this year.  We are confident that these Board changes, together with the current search for a new Chief Executive Officer, will result in a comprehensive and positive change to Darden's corporate governance. 

However, the positive change underway at Darden goes well beyond corporate governance.  The actions we are taking to reinvigorate restaurant performance, reduce costs, and focus on opportunities with the highest value-creating potential are delivering results:

  • The Olive Garden® Brand Renaissance is underway, and the improvements we are seeing in guest satisfaction and traffic trends reinforce our confidence in Olive Garden's potential.
  • Our efforts to develop LongHorn Steakhouse® into America's favorite steakhouse are on track. In fiscal 2014, LongHorn's same-restaurant sales (SRS) grew 2.7% year-over-year and exceeded the industry by 3.8 percentage points. This momentum carried into the 2015 fiscal first quarter with SRS up 2.8%.
  • We are continuing to build on the solid performance at Specialty Restaurants, which include The Capital Grille®, Bahama Breeze®, Seasons 52®, Eddie V's® and Yard House®. In fiscal 2014, total sales exceeded $1.2 billion, a 25.2% increase from the prior year, and blended SRS grew 1.6%. In the 2015 fiscal first quarter, blended SRS grew 2.1%. We are confident that we will reach our goal of $1 billion in incremental sales from our Specialty Restaurant brands over the next five years.
  • Transformative changes over the past five years in selected operating support areas (including supply chain, labor optimization, and water and energy usage) have reduced costs by $150 million annually. We are on track to further meaningfully reduce operating support costs. In fiscal 2015, selling, general and administrative ("SG&A") expenses as a percentage of sales are expected to be the lowest since Darden became a public company.
  • Strong cash flows and prudent capital allocation have enabled us to return significant capital to shareholders through Darden's industry-leading $2.20 per share annual dividend – which has doubled in the last three years – and a new share repurchase program of up to $700 million in fiscal 2015.

The upcoming Annual Meeting presents Darden's shareholders with the key decision between what we believe are two different approaches – and your choice could impact our ability to continue this progress and the value of your investment in Darden, including the Company's $2.20 per share dividend:

  • Either, vote FOR Darden's new slate of independent director nominees, which we believe provides a balance of fresh perspectives from four new, highly qualified independent nominees, continuity of experience and insight from four continuing independent nominees, and four seats to be filled by Starboard;

  • Or, the Starboard Value L.P. and its affiliates ("Starboard") slate of nominees, which results in a full Board turnover and, in our view, significant associated risks and destabilization, and that also gives a single minority shareholder total effective control over all decisions regarding Darden's strategic direction and leadership, including the selection of Darden's next Chief Executive Officer. Starboard has made clear that it intends to exercise that total control, if the Starboard slate is elected.

WE BELIEVE THE CHOICE IS CLEAR. VOTE FOR DARDEN'S CONTINUED SUCCESS. 
VOTE THE BLUE PROXY CARD TODAY.

We Believe The Choice Is Clear. Vote For Darden's Continued Success. Vote The Blue Proxy Card Today.

We urge you to protect the value of your investment by voting ONLY on the BLUE proxy card "FOR ALL" of Darden's highly qualified, experienced and independent director nominees:  Michael W. Barnes, Gregory L. Burns, Jeffrey H. Fox, Christopher J. Fraleigh, Steve Odland, Michael D. Rose, Maria A. Sastre and Enrique Silva.  Shareholders may vote by mail, phone or internet following the instructions on the BLUE proxy card.  If you have any questions regarding the vote, call our proxy solicitor, Innisfree M&A Incorporated, at (877) 825-8631.

CAUTION:  Any vote on the white card is a vote for Starboard's control slate as it could revoke any previous proxy you submitted using the BLUE proxy card. Only your latest-dated proxy counts. We urge shareholders – DO NOT SIGN OR RETURN ANY WHITE CARD. SIMPLY DISCARD IT.

DARDEN'S CURRENT BOARD HAS A RECORD OF SUPERIOR LONG-TERM PERFORMANCE AND VALUE CREATION.

WE BELIEVE THE FRESH PERSPECTIVES FROM DARDEN'S NEW DIRECTOR NOMINEES COMBINED WITH THE EXPERIENCE AND INSIGHTS FROM DARDEN'S CONTINUING DIRECTORS WILL SUPPORT SUPERIOR GROWTH AND VALUE CREATION GOING FORWARD.

Your company has a solid foundation in place – a portfolio of unique and differentiated brands, a cost-effective operating support platform, a strong management team and 150,000 employees who are working together to continue Darden's legacy of innovation and success. In considering the upcoming director election, we urge shareholders not to let more recent results overshadow Darden's many strengths and long-term achievements.  For example:

  • With consolidated annual sales from continuing and discontinued operations of $8.76 billion in fiscal 2014, the Company achieved a compounded annual growth rate of 6% over the past ten years.
  • Cumulative same-restaurant sales for our continuing brands over this same period were approximately 29.2 percentage points higher than the Knapp-Track casual dining index, our industry's benchmark.
  • Darden's average unit volumes, margins and restaurant-level returns are among the best in the industry. For example, Darden's restaurant-level margins on a continuing basis are 23.5% (excluding rent expense), well ahead of our peer average of 22.6%.[1]
  • Darden's consolidated cash flows from operations have totaled $7.6 billion over the past decade, enabling us to return nearly $4 billion to shareholders through dividends and share repurchases during that period – a level of capital return that has far outpaced the industry – even as we continued to invest in key growth initiatives.
  • For four consecutive years, Darden has been named one of Fortune 100's Best Companies to Work For, reflecting the passion, commitment, support and confidence that Darden's employees have in the Company.

This superior financial performance has supported significant value creation.  Darden has delivered a total shareholder return of approximately 210% over the past decade, outperforming the S&P 500 and the Company's peer group by 133 and 149 percentage points, respectively[2].

Darden has delivered a total shareholder return of approximately 210% over the past decade, outperforming the S&P 500 and the Company's peer group by 133 and 149 percentage points, respectively.

By joining the fresh ideas and new perspectives provided by Darden's four new independent nominees with the experience and insights from Darden's four continuing independent directors, we believe that we can advance the progress we are making to improve performance across our brands.  As we accelerate this progress, we expect it to support the superior financial performance and shareholder returns for which Darden has historically been known.

(CAUTION: Starboard's September 11, 2014 presentation materials show misleading stock performance charts.  Buried in the footnotes are details showing that Starboard has cherry picked an end date of March 14, 2014 – six months ago – which we believe results in a grossly inaccurate and misleading portrayal of Darden's actual comparable stock performance to date.  In addition, we believe Starboard has selectively picked dates to inaccurately portray Darden's stock performance following the sale of Red Lobster, here choosing an end date of July 25, 2014, almost two months ago.  Contrary to Starboard's claims, Darden's stock is nearly unchanged and has outperformed its peers since the announcement.)

DARDEN'S CURRENT BOARD IS COMMITTED TO THOUGHTFUL AND PRODUCTIVE CHANGE AND TO THE EXPLORATION OF ALL ALTERNATIVES. 

WE HAVE A HISTORY OF TAKING DECISIVE ACTION TO TRANSFORM DARDEN TO DRIVE GROWTH AND VALUE CREATION.

Significant changes within the restaurant industry and for casual dining in particular have impacted Darden's results.  To address these challenges, Darden's Board, including its four continuing nominees, has taken a number of proactive steps, including making important corporate governance enhancements, to best position Darden for continued improvement and sustainable, lasting success:

  • In December 2013, prior to Starboard's activist involvement, we announced a comprehensive plan to address changing industry dynamics and leverage the benefits of the Company's industry leadership position. This plan included separating Red Lobster, reducing new unit growth, suspending acquisitions, increasing operating support cost savings, and increasing return of capital to shareholders. We have advanced each of these initiatives and, looking ahead, we believe we have laid the foundation for improved financial performance and an even stronger future;

  • As part of these changes to our strategic direction, the Board and its independent Compensation Committee, following consultation with shareholders, significantly amended compensation and incentives for senior management to more directly emphasize same-restaurant sales growth and free cash flow and create further alignment with shareholder priorities. We are pleased that these changes have been well received by our shareholders and industry analysts since we announced them in December;

  • In March, we announced the Company's priorities for growth and value creation, including the Olive Garden Brand Renaissance, driving profitable growth at LongHorn Steakhouse and the Specialty Restaurant brands, further optimizing the Company's cost structure, and maintaining a balanced approach to capital allocation that is consistent with our commitment to maintain Darden's $2.20 per share annual dividend. We are successfully executing on each of these priorities;

  • In July, we launched a succession plan for Darden, including a search for a new Chief Executive Officer, to identify the best leader to help build on the progress we are making; and

  • In connection with the Company's leadership succession plan, we amended Darden's corporate governance policies to provide for the separation of the Chairman and Chief Executive Officer roles.

WE ARE CONCERNED THAT CEDING TOTAL CONTROL TO STARBOARD WOULD BE SIGNIFICANTLY DISRUPTIVE AND DESTABILIZING, PARTICULARLY GIVEN THE PROGRESS WE ARE MAKING.

As with all aspects of Darden's business, Darden's reconstituted Board will continuously review all alternatives with a focus on delivering long-term enhancements to value for all Darden shareholders.  In this regard, Starboard's ideas have been and will continue to be carefully considered.  Many of the concepts which Starboard touts and seeks to present as new are in fact already being executed.  Similarly, maximizing value from the Company's real estate and brand portfolio is a primary consideration for the Board.  But the optimal timing for taking action on such initiatives is a matter to be seriously discussed, not forced upon the Company, its shareholders, guests and employees by a single, short-term oriented minority investor and its outside consultants.

We are concerned that Starboard's nominees have pre-committed to Starboard's plan and that much of Starboard's agenda is based on short-term financial engineering considerations and supported by optimistic assumptions that could jeopardize Darden's $2.20 per share annual dividend, Darden's credit profile, and the continued progress on the Olive Garden Brand Renaissance.

Further, we are concerned that replacing the entire Darden Board, as Starboard is seeking to do with its pre-committed nominees, would dis-incentivize constructive, creative leadership and create a climate intolerant of independent ideas that could be significantly destabilizing to the Company, particularly considering the "people facing" nature of our industry.  In our view, such immediate, wholesale change, as advocated by Starboard, ignores the risks associated with a Board that has no direct knowledge of Darden's current operations or of the substantial actions underway to improve performance.  Given the positive momentum we are achieving in Darden's operations, we believe it is a very poor time for the radical change that Starboard is seeking.

Such disruptive change, particularly given the ongoing search for a new Chief Executive Officer, could be detrimental to Darden, the experience of our guests, and our ability to continue making the operational improvements that are necessary to drive shareholder value.

Many industry analysts also recognize that removing all of Darden's directors – and the knowledge and experience they provide – could derail the progress we are making.[3]

"We believe Darden's proposed slate represents a prudent approach in that it would yield a group that could bring fresh perspective to DRI while allowing for some continuity that would not be associated with Starboard's plan to replace the entire board. We see risk that the replacement of the entire Board (as proposed by Starboard) and broader management changes could cause distraction/disruption that could impede progress on improving core operating fundamentals." (Baird, 12-Sept-2014)

"management has taken steps to strengthen its business model and create shareholder value, including the sale of the Red Lobster to private-equity firm Golden Gate Capital, a 'brand renaissance' for Olive Garden, and the growth of sales for its SRG brands by $1 billion over the next five years.  Management has also prioritized operating cost reductions, tying management compensation to same-store sales and profitability metrics, and maintaining its dividend and investment-grade credit rating. Overall, we view these initiatives as sensible and believe they could enhance intangible assets across the company's brand portfolio while aligning operating costs with peers…. In our view, continued pressure from Starboard and other activist investors could disrupt management's strategic action plans and adds another layer of uncertainty to future free cash flow projections." (Morningstar Equity Research, 8-Jul-2014)

"We don't expect the activist to succeed given the limited strategic change it can effect as DRI's problems go beyond the company and reflect the ongoing challenges in the casual dining industry." (Susquehanna Financial Group, 23-Jun-2014)

"Activists traditionally aren't geared towards operating companies. Essentially what you now have is a fundamental story where it is all about the turnaround because the sale of Red Lobster is going to move forward in July as planned, and so does Starboard really think that another board or another management team could do it better? I'm not sure." (Rachel Rothman of Susquehanna Financial Group, CNBC, 20-Jun-2014)

"While not surprised by Starboard's move, we see risk that the threat of Board / management changes could cause distraction/disruption that could impede progress on improving core operating fundamentals, which we believe is the primary way for DRI to create shareholder value." (Robert W. Baird & Co., 22-May-2014)

STARBOARD'S ADVISORY TEAM HAS A MIXED TRACK RECORD RAISING FURTHER QUESTIONS TO US ABOUT THE ACTUAL VALUE POTENTIAL OF CERTAIN OPERATING SUGGESTIONS IT HAS PROPOSED.

If Starboard and its nominees do gain control of your company, they have announced their intention to implement a new operating plan. We do not believe it is in shareholders' interests to elect an entirely new Board, which could impede operating initiatives that are largely already underway and delivering results.

We are also troubled by certain other Starboard suggestions for Olive Garden that we believe would undermine progress that is improving both food quality and guest experience.  The questionable track records of the advisors who determined these suggestions further exacerbate the risks and disruption that we believe would result from the full Board turnover that Starboard is seeking.  Of the four "advisors" Starboard is paying:

  • Brad Blum, who worked at Darden more than a decade ago – when consumer dynamics and the economic and industry environment were very different. Thus, Mr. Blum's prior experience at Darden is stale, and neither recent nor relevant.

    Further, since leaving Darden, Mr. Blum has worked at or for at least four different restaurant companies, yet he has failed to hold any of these positions for more than two years.  While it is not public why Mr. Blum failed to stay in all of these positions, this pattern of short-term tenures is not consistent with the long-term vision and focus needed at Darden.

  • Robert Mock, who appears to us to have job-hopped, holding only one restaurant management position since resigning from Darden in 2002, and, holding that position for less than two years. Based on Darden's experience with Mr. Mock and his lack of record elsewhere, Darden would not hire Mr. Mock today, much less rely on him to develop an operations plan for your company. We question Starboard's wisdom in doing so and the value potential of any operating suggestions that would result.

  • Craig Miller, who oversaw significant underperformance during his leadership at Ruth's Chris. From the IPO of that company to the time Mr. Miller departed, the stock price of Ruth's Chris fell 67%.

WE BELIEVE STARBOARD'S PROPOSED DIRECTORS HAVE SIGNIFICANT EXPERIENCE GAPS AND MANY TIES TO STARBOARD AND TO EACH OTHER, WHICH RAISE FURTHER CONCERNS TO US ABOUT THEIR INDEPENDENCE.

  • Five of Starboard's nominees have NO experience as senior executives of large public companies (Betsy Atkins, Peter Feld, James Fogarty, William Lenehan, and Jeff Smith);

  • Four of Starboard's nominees have NO restaurant, retail, or real estate executive experience whatsoever (Betsy Atkins, Peter Feld, Jeff Smith, and Lionel Nowell); and

  • Four of Starboard's nominees have been nominated and added to at least one other Board through Starboard, raising doubts to us about whether these Starboard representatives will serve Starboard's interests ahead of your own (Cynthia Jamison, James Fogarty, Peter Feld, and Jeff Smith).

CAUTION: Shareholders should also be aware that:

  • According to Starboard's proxy statement regarding Starboard's director nominees, "each of [Starboard's] director nominees is committed to the implementation of [Starboard's] comprehensive turnaround plan for Darden. Therefore, in the event that [Starboard's] director nominees comprise a majority of the Board following the Annual Meeting, we expect that the Board will implement [Starboard's] comprehensive turnaround plan for Darden."

  • Through this statement, it appears that each of Starboard's nominees has reached a conclusion on the merits of Starboard's plan – and took a loyalty oath to follow it – without having full knowledge of the Company's operations, financial performance or actions underway. We believe this underscores the devotion of Starboard's handpicked nominees to Starboard, rather than to the best interests of all Darden shareholders.

  • This could have implications for Darden's executive leadership and for objective oversight and stewardship of your company. Indeed, we believe that recruiting an exceptional Chief Executive Officer for Darden could be difficult if all decisions about running the Company were pre-determined and micro-managed by a Board that is lockstep committed to one shareholder's plan – Starboard's plan.

We believe Darden's next Chief Executive Officer should be chosen by an independent Board that represents the interests of all Darden shareholders, not just one.  In considering your vote at the Annual Meeting, we urge you to carefully consider that Starboard's slate is comprised ONLY of nominees hand-picked ONLY by Starboard.  We do not believe that such a slate is really the "best" Darden shareholders can do. 

In contrast, Darden's new slate includes four new independent nominees unaffiliated with the Company or Starboard; four highly-qualified continuing independent director nominees; and four seats to be filled by candidates proposed by Starboard.  All of Darden's director nominees are committed to selecting a Chief Executive Officer who will build upon the progress we are making to improve operations and drive shareholder value – not simply an individual who will act according to the direction of the single minority shareholder, Starboard, who selected him/her.

SUPPORT THE PROGRESS WE ARE MAKING AND REJECT THE RISKS ASSOCIATED WITH STARBOARD'S EFFORTS TO TAKE FULL CONTROL OF DARDEN.

We are making progress on our operating plan and believe we are on the right track to once again deliver the exceptional returns that have set Darden apart from our peers. 

Darden's new slate is committed to looking at the Company with a fresh perspective.  The Darden slate provides a balance of new perspectives and continuity of expertise, while also being designed to avoid the risks and destabilization that could result from the full Board turnover that Starboard is seeking and control in the hands of this single minority shareholder.  All of Darden's director nominees share the common goal of enhancing shareholder value and are prepared to work collaboratively with all of the new directors, including the Starboard nominees, to achieve this objective.

In contrast, given the associated risk and disruption to Darden's business that could result in the event of a full Board turnover, we believe that the value of your investment, including the Company's current $2.20 per share annual dividend, would also be at serious risk were Starboard to take total control of your company and implement its own agenda. 

Darden's Board remains fully committed to acting in the best interests of all Darden shareholders and stands ready to engage with Starboard to resolve this proxy contest. 

We urge you to protect your investment by voting the BLUE proxy card today "FOR ALL" of Darden's nominees.

On behalf of Darden's Board of Directors, thank you for your continued support.

Sincerely,

/s/ Charles A. Ledsinger Jr.

Charles A. Ledsinger Jr.
Independent Non-Executive Chairman of the Board



YOUR VOTE IS IMPORTANT!


To ensure that your instructions are received timely, we urge you to vote by telephone or Internet by following the easy instructions on the enclosed BLUE proxy card.


Please do NOT execute any White proxy card you may receive from Starboard, as it could revoke any previous proxy you submitted. Only your latest-dated proxy counts.


If you have questions or need assistance in voting your shares,
please contact our proxy solicitor:


INNISFREE M&A INCORPORATED


Stockholders call toll-free: (877) 825-8631

Banks and Brokers call collect: (212) 750-5833


About Darden Restaurants

Darden Restaurants, Inc., (NYSE: DRI), owns and operates more than 1,500 restaurants that generate approximately $6.3 billion in annual sales. Headquartered in Orlando, Fla., and employing 150,000 people, Darden is recognized for a culture that rewards caring for and responding to people. In 2014, Darden was named to the FORTUNE "100 Best Companies to Work For" list for the fourth year in a row. Our restaurant brands – Olive Garden, LongHorn Steakhouse, Bahama Breeze, Seasons 52, The Capital Grille, Eddie V's and Yard House – reflect the rich diversity of those who dine with us. Our brands are built on deep insights into what our guests want. For more information, please visit www.darden.com.

Information About Forward-Looking Statements

Forward-looking statements in this communication regarding our ability to improve performance across our brands and enhance shareholder value and all other statements that are not historical facts, including without limitation statements concerning our future economic performance, plans or objectives and expectations regarding the sale of Red Lobster, benefits to Darden and its shareholders from such sale and related matters, are made under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Any forward-looking statements speak only as of the date on which such statements are made, and we undertake no obligation to update such statements to reflect events or circumstances arising after such date except as required by law. We wish to caution investors not to place undue reliance on any such forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties that could cause actual results to materially differ from those anticipated in the statements. The most significant of these uncertainties are described in Darden's Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports). These risks and uncertainties include the ability to achieve Darden's strategic plan to enhance shareholder value including realizing the expected benefits from the sale of Red Lobster, actions of activist investors and the cost and disruption of responding to those actions, including any proxy contest for the election of directors at our annual meeting, food safety and food-borne illness concerns, litigation, unfavorable publicity, risks relating to public policy changes and federal, state and local regulation of our business including health care reform, labor and insurance costs, technology failures, failure to execute a business continuity plan following a disaster, health concerns including virus outbreaks, intense competition, failure to drive sales growth, our plans to expand our smaller brands Bahama Breeze, Seasons 52 and Eddie V's, a lack of suitable new restaurant locations, higher-than-anticipated costs to open, close, relocate or remodel restaurants, a failure to execute innovative marketing tactics and increased advertising and marketing costs, a failure to develop and recruit effective leaders, a failure to address cost pressures, shortages or interruptions in the delivery of food and other products, adverse weather conditions and natural disasters, volatility in the market value of derivatives, economic factors specific to the restaurant industry and general macroeconomic factors including unemployment and interest rates, disruptions in the financial markets, risks of doing business with franchisees and vendors in foreign markets, failure to protect our service marks or other intellectual property, impairment in the carrying value of our goodwill or other intangible assets, a failure of our internal controls over financial reporting, or changes in accounting standards, an inability or failure to manage the accelerated impact of social media and other factors and uncertainties discussed from time to time in reports filed by Darden with the Securities and Exchange Commission.

[1] Source: Most recent 10K filings. Peers throughout include Bloomin' Brands, Inc., Brinker International, Inc., The Cheesecake Factory Incorporated and Ruby Tuesday, Inc.  Reflects latest reported fiscal year, Darden Restaurant Level Margins shown on a continuing basis. Restaurant Level Margins = (Company owned restaurant sales – food & beverage expenses – restaurant labor – restaurant expenses (excluding rent and marketing) - pre-opening expenses) / Company owned restaurant sales.


[2] Source: Bloomberg as of 15-Sep-2014. Bloomin' data since initial public offering on 07-Aug-2012.  Total shareholder return calculated as share price appreciation plus reinvested dividends.


[3] Permission to use quotes was neither sought nor obtained.  Underlines added for emphasis.


Contacts:


(Analysts) Matthew Stroud

(407) 245-5288

(Media) Bob McAdam

(407) 245-5404

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SOURCE Darden Restaurants, Inc.

Wed, 17 Sep 2014 09:55:00 -0400

Highlights the Web of Numerous Connections that Starboard's Director Nominees Have to Starboard, Jeff Smith and to Each Other
Highly Concerned that Starboard's Allegedly "Independent" and "Open-Minded" Nominees Have Pledged to Starboard That They "Will" Implement Starboard's Agenda Without Full Knowledge of the Company's Operations, Financial Performance or Actions Underway
Believes Darden's Directors Should Represent the Interests of All Shareholders, Not Just One
Recommends Darden Shareholders Vote "FOR ALL" on the BLUE Proxy Card Today
Materials for Darden's Annual Meeting Available at www.DardenAnnualMeeting.com

ORLANDO, Fla., Sept. 17, 2014 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE: DRI) today issued the following statement in connection with the Company's 2014 Annual Meeting of Shareholders:

The experience, insights and objectivity of Darden's directors have been – and will continue to be – important drivers to the Company's ability to enhance shareholder value, advance its operating priorities and execute the Olive Garden® Brand Renaissance.  The composition of our Board, including both its independence and diversity of talent and experience, is critical to Darden's future success.  Given the people facing nature of Darden's business, we also believe continuity of knowledge and relationships is important to the engagement, retention and motivation of Darden's management team and to the success of the operating strategies that we are implementing.

Accordingly, we have carefully assembled a new slate of director nominees to ensure that Darden has the right experience, insights, continuity and perspectives that are necessary to successfully execute the Company's strategies, including the Olive Garden Brand Renaissance, and enhance value for ALL Darden shareholders. We believe Darden's new slate provides the optimal balance of fresh perspectives from four new, highly qualified independent nominees, continuity of experience and insight from four highly qualified continuing independent nominees, and four seats to be filled by Starboard Value L.P. and its affiliates ("Starboard"). The slate includes:

  • Four new independent nominees unaffiliated with the Company or Starboard: Gregory L. Burns, Jeffrey H. Fox, Steve Odland, and Enrique Silva.  These new independent nominees, all of whom are current or former Chief Executive Officers with experience driving turnarounds, provide additional international restaurant, franchise, consumer, real estate and operations expertise to support the development, oversight and execution of Darden's operating and brand initiatives, including the turnaround of Olive Garden and the Brand Renaissance plan. Unlike Starboard's nominees, these new independent nominees have not made any unilateral commitments to implement a pre-determined agenda; they will approach opportunities with an open mind and a singular focus on building sustainable value.  Three of these new independent nominees – Mr. Burns, Mr. Odland and Mr. Silva – were first identified through a process that began in January 2014 in the context of identifying highly qualified independent director candidates in the event that Darden spun-off Red Lobster into a standalone publicly traded company with its own Board of Directors. Spencer Stuart, a leading director and executive search and recruiting firm, was hired in March 2014 to evaluate the director nominees.  The fourth new independent nominee, Mr. Fox, was identified by an outside advisor to the Board.  Each of the nominees for election at the Annual Meeting was recommended by the Nominating and Corporate Governance Committee of Darden's Board;
  • Four continuing independent director nominees who provide important and deep understanding of the Company's operations and the shifts in industry and consumer trends over time, who have experience and expertise relevant to both Darden's business and to the strategic decisions it is pursuing and considering, and who have a record of taking proactive, decisive action to best position Darden for continued improvement and success: Michael W. Barnes, Christopher J. Fraleigh, Michael D. Rose, and Maria A. Sastre; and 
  • Four seats to be filled by candidates proposed by Starboard so that its nominees can directly participate in the decisions regarding Darden's strategic direction, including the selection of the Company's next Chief Executive Officer, while also avoiding the risks and disruption that we believe would result from the control that Starboard is seeking. 

As part of this reconstituted Board, eight of Darden's 12 directors would be new to the Board this year

  • All of Darden's director nominees share the common goal of enhancing shareholder value and are prepared to work collaboratively with all of the new directors, including the Starboard nominees, to achieve this objective. 
  • All of Darden's director nominees are committed to selecting a Chief Executive Officer who will build upon the progress we are making to improve operations and drive shareholder value – not simply an individual who will act according to the direction of the single minority shareholder, like Starboard, who selected him/her.

While the Darden Board has left four seats to be filled by Starboard candidates, the Board believes it is appropriate to consider the independence and experience of all 12 of Starboard's director nominees given their role in Starboard's efforts to take effective control of the Company.

A review of the public record shows that Starboard's proposed slate of directors has significant experience gaps and numerous ties to Starboard and to each other, which raises further concerns in our view about allowing a single minority shareholder – Starboard – to take control of Darden.

Click here for multi-media image: "Is This Starboard 12-Person Slate Really the "Best Board" to Independently Represent ALL Shareholders and to Control a Multi-Billion Dollar Consumer-Facing Company with 150,000 Employees?"

Is This Starboard 12-Person Slate Really the

According to Starboard's proxy statement, each of its director nominees "is committed to the implementation of [Starboard's] comprehensive turnaround plan for Darden. Therefore, in the event that [Starboard's] director nominees comprise a majority of the Board following the Annual Meeting, we expect that the Board will implement [Starboard's] comprehensive turnaround plan for Darden."  Through this statement, it appears that each of Starboard's nominees has reached a conclusion on the merits of Starboard's plan – and devoted themselves to following it – without having full knowledge of the Company's operations, financial performance or actions underway.  We believe this underscores the devotion of Starboard's handpicked nominees to Starboard, rather than to the best interests of all Darden shareholders.  This has implications too for Darden's executive leadership and for objective oversight and stewardship of your company.  Indeed, we believe that recruiting an exceptional Chief Executive Officer for Darden would be difficult if all decisions about running the Company were pre-determined and micro-managed by a Board that is lockstep committed to one shareholder's plan – Starboard's plan. 

We believe that decisions critical to Darden's success and its ability to maintain its industry-leading $2.20 per share annual dividend – including decisions regarding capital allocation, strategic direction and the identification of Darden's next Chief Executive Officer – should be made by a truly independent, well-rounded Board. This is the case with Darden's director nominees who are committed to representing the interests of all Darden shareholders, not just one.

In considering the vote at the Annual Meeting, we urge Darden shareholders to carefully consider that Starboard's slate is comprised ONLY of nominees hand-picked directly by Starboard

We urge shareholders to vote ONLY on the BLUE proxy card "FOR ALL" of Darden's highly qualified, experienced and independent director nominees:  Michael W. Barnes, Gregory L. Burns, Jeffrey H. Fox, Christopher J. Fraleigh, Steve Odland, Michael D. Rose, Maria A. Sastre and Enrique Silva.  Shareholders may vote by mail, phone or internet following the instructions on the BLUE proxy card.  

CAUTION: Any vote on the white card is a vote for Starboard's control slate as it could revoke any previous proxy you submitted using the BLUE proxy card. Only your latest-dated proxy counts. We urge shareholders – DO NOT SIGN OR RETURN ANY WHITE CARD. SIMPLY DISCARD IT.

Innisfree M&A Incorporated is serving as the Company's proxy solicitor and can be contacted toll-free at (877) 825-8631.

About Darden's Four New Independent Nominees

Gregory L. Burns is a 26-year veteran of the restaurant industry having led O'Charley's Inc., a multi-concept restaurant company, as Chief Executive Officer for 14 years and serving as its Chairman for 13 years.  Mr. Burns' expertise focuses on brand management through high-quality food and beverage, and service execution.  Mr. Burns also has a track record of successfully developing long-term strategic business plans that encompass and balance operations and new unit growth with capital requirements.

Under Mr. Burns' leadership, O'Charley's grew from a single to multi-brand platform with 371 company-owned restaurants and franchises in 28 states operating under the O'Charley's, Ninety Nine Restaurant and Stoney River Legendary Steaks brands with almost 25,000 employees.  Mr. Burns also oversaw the acquisition, development and expansion of a full service manufacturing, distribution and commissary operation, which the Company sold in 2006.

Mr. Burns currently serves as President and Chief Executive Officer of The Gregory Burns Consulting Group, LLC, and is a member of the Board of Directors of Pinnacle Financial Partners, Inc.  Previously, he was the founder, President and Chief Executive Officer of NeighborMD Management, LLC, developer of branded retail urgent care centers, which was sold to a JV between HCA and CareSpot Express Healthcare in 2013.

Jeffrey H. Fox brings significant leadership, executive management, strategic planning, investment and operations experience to the Darden Board.  Mr. Fox serves as non-executive Chairman of the Board of Convergys Corporation, a market-leading customer management company with $3 billion in revenue, $350 million in EBITDA, and 125,000 global employees.  Prior to becoming Chairman, Mr. Fox served as President and Chief Executive Officer of Convergys and led the Company's transformation from a multi-line business services supplier into a market leader in the customer management business.  This transformation involved divesting approximately $900 million of non-core assets while improving the operating performance of the core customer management business.  Mr. Fox first joined Convergys as a director in February 2009 in connection with an agreement with Convergys' then largest shareholder, JANA Partners LLC.

Prior to joining Convergys, Mr. Fox founded the investment and advisory firm Circumference Group.  As founder, Mr. Fox assembled a team of seasoned operators and led the team through a sector-focused public and private investing platform.  Mr. Fox is actively involved in Circumference Group as its majority owner.

Mr. Fox also provides experience leading consumer facing companies, including serving as a current Director of Avis Budget Group, Inc., and previously as Chief Operating Officer of Alltel Corporation.  Prior to Alltel's acquisition by Verizon Wireless in January 2009, Alltel was the fifth largest wireless company in the United States with over $10 billion in revenues, $3.5 billion in EBITDA and 16,000 employees. 

Prior to Alltel, Mr. Fox worked in investment banking for 10 years with Stephens Inc., preceded by two years with Merrill Lynch; he specialized in merger and acquisition advisory services for public and private companies.

Steve Odland has an extensive background in business and corporate governance, successfully leading major companies, including two Fortune 500 companies, through highly challenging environments.  He has led multiple companies in industries directly related to Darden, such as the food and consumer industries, reinvigorating brands, growing sales through new marketing and merchandising programs, expanding margins and improving customer service metrics.  In addition, he has many years of experience in multi-unit retail, including overseeing real estate site optimization, selection, development and expansion.

Previously Mr. Odland served as Chairman and Chief Executive Officer of Office Depot; Chairman, President, and Chief Executive Officer of AutoZone; Chief Operating Officer of Ahold USA; President and Chief Executive Officer of Tops Markets, Inc.; President of the Foodservice Division of Sara Lee Bakery; and was employed in various executive positions by The Quaker Oats Company.  He currently serves as a Director of General Mills and previously served on the Board of Directors of Peapod, Inc.

Mr. Odland also possesses a strong policy background.  He currently serves as President and Chief Executive Officer of The Committee for Economic Development.  Previously, he was Chairman of the Business Roundtable's Corporate Governance Task Force; a U.S. Presidential appointee as a Commissioner on the National Surface Transportation Policy and Revenue Study Commission; a member of the Committee on Capital Markets Regulation; a U.S. Presidential Appointee on the Council on Service and Civic Participation; a member of the Advisory Council of the Institute for Corporate Ethics; a member of the Advisory Council, University of Notre Dame Mendoza College of Business; and a member of the Florida Council of 100.

Previously, Mr. Odland was also an Adjunct Professor at the Lynn University and Florida Atlantic University graduate schools of business.

Enrique Silva, President, Chief Executive Officer and a member of the Board of Directors of Checkers Drive-In Restaurants, Inc., brings more than 20 years of international restaurant experience and a successful track record of partnering with private equity owners to drive strategic growth and turnaround initiatives.  Checkers is the #1 operator of double drive-through fast-food restaurants, operating approximately 800 units across 30 states under two brands: Checkers and Rally's.  Over 40% of the restaurants are owned and operated as company restaurants and the balance of the restaurants are franchised. 

Since joining the Company in 2007, Mr. Silva has led a comprehensive restructuring and expansion of the Checkers/Rally's business.  He recruited industry-leading talent to the management team, led the development of a new brand strategy, directed the implementation of best-in-class operating and performance management systems, and implemented a set of core values that have become the foundation of the brands' culture.  These actions have resulted in category-leading sales growth, with almost four straight years of consecutive comp sales increases every quarter largely driven by traffic, and substantial improvements across all aspects of operations, including restaurant-level profitability, menu and guest satisfaction. 

Prior to Checkers, Mr. Silva served in a number of leadership roles at Burger King Corporation for more than 13 years.  As President of their Latin American region, he grew the Burger King brand across South & Central America, Mexico and the Caribbean.  Mr. Silva also ran their U.S. Company Operations, where he oversaw more than 600 company restaurants with a team of 15,000 employees and led the financial, operational and cultural turnaround of those restaurants.  As Senior Vice President, Franchise Operations, he was responsible for more than 3,300 franchise restaurants in the U.S. and Canada.

Mr. Silva has received numerous awards and recognitions for his business achievements, including being named by Nation's Restaurant News as one of the 2014 "10 Restaurant Executives to Watch," being a 2013 Ernst & Young Entrepreneur of the Year finalist, and being recognized as one of the "100 Most Influential Hispanics" in the US by Hispanic Business Magazine.

About Darden's Four Continuing Independent Nominees

Michael W. Barnes brings to Darden experience as Chief Executive Officer, Chief Operating Officer and as a director of other consumer branded and retail companies, including Signet Jewelers and Fossil.  In these roles, he has developed, implemented and overseen growth strategies like those underway at Darden, built on superior customer service, compelling product offerings, technology and digital initiatives, and targeted advertising and promotion campaigns.

The success of these strategies is reflected in the value created by the companies in which Mr. Barnes has led.  For example, since becoming Chief Executive Officer of Signet Jewelers, the nation's largest specialty jeweler and parent of Kay Jewelers and Jared, in January 2011, Signet's stock price has increased over 177%[1], the Company has achieved substantial gains in revenue and earnings per share, and expanded its footprint, including the recent $1.4 billion acquisition of Zale CorporationSignet Jewelers' value creation reflects its successful strategic growth initiatives, including creating an outstanding customer experience, delivering compelling merchandise, heightening awareness through advertising investment, and offering customer finance programs to support its customers' purchases and drive sales.

Mr. Barnes was also part of the management team that took Fossil public in 1993 and contributed to the continuing financial success and growth of the business as President and Chief Operating Officer.  In his roles, he oversaw Fossil's state-of-the-art international sourcing and supply chain operations, led business development, and managed the relationships with many of Fossil's retail and licensing/brand partners. In addition, he helped the Company diversify into other businesses and categories outside of its wholesale branded and licensed watches.

Christopher J. Fraleigh brings to Darden 25 years of experience in consumer products, retail and food services, including serving as Chairman and Chief Executive Officer of Shearer's Foods, a global manufacturer of snack foods, where he has doubled the business in the last two years through both organic growth and acquisitions.  In his previous role as Chief Executive Officer of Sara Lee North America, Mr. Fraleigh built a global retail and food-services business around brands such as Jimmy Dean, Ball Park, Sara Lee and Hillshire Farms, and helped lead Sara Lee's 2011 decision to split into two publicly traded companies.

In addition to his strategic achievements as CEO of the $7 billion Sara Lee North America, Mr. Fraleigh's record of value creation is reflected in the Company's financial and operating performance.  In particular, during his 6 ½ year tenure:

  • Operating profit more than doubled with significant gains across operating segments, including Retail, Foodservice and Fresh Bakery;
  • Supply chain was enhanced with improvements in innovation, pricing and plant automation, which resulted in significant cost reductions and increased efficiencies;
  • Sara Lee increased share in 11 of 12 categories, realized 25% growth in key items carried in-store, increased shelf space by 35%, and expanded strategic relationships with top retailers; and
  • The Company restructured all divisions and optimized its brand portfolio through the acquisition of new brands and the sale or shutdown of non-core assets.

Mr. Fraleigh's experience also includes his executive roles at General Motors Corporation's GMC-Buick-Pontiac division and at PepsiCo, where he accelerated both revenue and earnings growth for brands including Cadillac, Pepsi and Mountain Dew.  As a result of his collective experience, Mr. Fraleigh provides Darden with valuable insight in consumer marketing/brand building, franchising, and supply chain management and distribution.

Michael D. Rose brings extensive knowledge of the restaurant, food and consumer industries, gained serving as a director of Darden and as General Mills' current independent Lead Director. Mr. Rose also has extensive experience executing spin-offs and divestitures.  Darden also benefits from his finance and accounting expertise, as well as the considerable executive management and corporate governance experience he has gained through his years of service on the boards and leadership teams of other public companies, including REITs and other hospitality- and restaurant-focused companies.

Over the course of his executive leadership career as Chairman and Chief Executive Officer of other companies, Mr. Rose has overseen and directed:

  • The successful turnaround of a leading regional financial institution through recruiting a new management team, the sale of non-core businesses, completing significant debt refinancings and capital raises, and employee and community engagement;
  • The growth of The Promus Companies (an owner of hotels operating under the Embassy Suites, Hampton Inn and Homewood Suites brands), including its merger with Doubletree Corporation and subsequent sale for $3.7 billion to Hilton Hotels Corporation in 1999;
  • The growth and spin-off of Harrah's Entertainment Inc. from Promus.  Under his leadership, Harrah's became one of the largest casino companies in the world. Promus Companies was created following the divestiture of the Holiday Inn brand for over 13x EBITDA.  During his tenure, Promus was named as the highest performing large cap stock of the NYSE for the decade of the 1980s by Fortune Magazine;
  • The growth and expansion of Holiday Inns Hotel Brands, which was sold in two transactions for more than $3 billion.  Mr. Rose served as Chief Executive Officer of Holiday Inns Inc. when it was the largest hotel chain in the world; and
  • Holiday Inns, Inc.'s acquisition of Perkins Cake & Steak, a national chain of family restaurants.  Perkins was formulated on the same successful strategy as Holiday Inn – identical establishments with similar menus and uniform quality standards.

In light of his many accomplishments and track record in the hospitality industry, Mr. Rose was selected to receive the Lifetime Achievement Award at the inaugural Americas Lodging Investment Summit.  Mr. Rose was also elected to the Lodging Hospitality Hall of Fame, the Gaming Hall of Fame and was named by Corporate America's Outstanding Directors Top 10 Directors of the Year in 2000.

Maria A. Sastre brings to Darden a record of accomplishment leading companies and serving on boards that have been category leaders in the hospitality, retail (supermarkets), transportation, and aviation industries.  Her expertise in North American and International Operations, Supply Chain and Distribution, Customer Service, Mergers and Acquisitions, Corporate Finance, Marketing and Real Estate Management have supported Darden and its brands across numerous strategic business initiatives.

Ms. Sastre has been President and Chief Operating Officer of Signature Flight Support Corporation (Signature), the premier fixed based operations network for private aviation services, since January 2013. She served as Chief Operating Officer of Signature from May 2010 until January 2013.

Ms. Sastre also served as Vice President of International Sales and Marketing, Latin America and Caribbean, for Royal Caribbean International, Celebrity Cruises and Azamara Cruises, all units of Royal Caribbean Cruises, Ltd., a global cruise line company, from January 2005 to September 2008. In this role, she led strategic growth in emerging markets. She held additional Executive roles with Royal Caribbean International, as Vice President of Hotel Operations from 2000 to 2004, managing all aspects of Hotel Operations, Food & Beverage, Entertainment and the Guest Experience for the entire fleet. 

Prior to Royal Caribbean, Ms. Sastre was with United Airlines, where she held Executive positions in North America and Global Customer Services.  At United Airlines, she was also responsible for International Operations and International Expansion and the launch of e-technology systems, completely changing and improving the customer service experience.

In addition to serving on the Board of Darden Restaurants, Ms. Sastre serves on the Board of Publix Super Markets, renowned as a category leader in customer satisfaction.  She also served on the Board of Laidlaw International through its emergence from bankruptcy, its turnaround and ultimate sale.  Ms. Sastre has been recognized as a Top 10 Hispanic American Leader by Hispanic Executive in 2013 and a Top 100 Most Influential Hispanic by Hispanic Business in 2011.

About the Connections Among Starboard's Nominees

Starboard Directors Have A Number of Historical Relationships That May Bias Decision Making

About Darden Restaurants

Darden Restaurants, Inc., (NYSE: DRI), owns and operates more than 1,500 restaurants that generate approximately $6.3 billion in annual sales. Headquartered in Orlando, Fla., and employing 150,000 people, Darden is recognized for a culture that rewards caring for and responding to people. In 2014, Darden was named to the FORTUNE "100 Best Companies to Work For" list for the fourth year in a row. Our restaurant brands – Olive Garden, LongHorn Steakhouse®, Bahama Breeze®, Seasons 52®, The Capital Grille®, Eddie V's® and Yard House® – reflect the rich diversity of those who dine with us. Our brands are built on deep insights into what our guests want. For more information, please visit www.darden.com.

Information About Forward-Looking Statements

Forward-looking statements in this communication regarding our ability to improve performance across our brands and enhance shareholder value and all other statements that are not historical facts, including without limitation statements concerning our future economic performance, plans or objectives and expectations regarding the sale of Red Lobster, benefits to Darden and its shareholders from such sale and related matters, are made under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Any forward-looking statements speak only as of the date on which such statements are made, and we undertake no obligation to update such statements to reflect events or circumstances arising after such date except as required by law. We wish to caution investors not to place undue reliance on any such forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties that could cause actual results to materially differ from those anticipated in the statements. The most significant of these uncertainties are described in Darden's Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports). These risks and uncertainties include the ability to achieve Darden's strategic plan to enhance shareholder value including realizing the expected benefits from the sale of Red Lobster, actions of activist investors and the cost and disruption of responding to those actions, including any proxy contest for the election of directors at our annual meeting, food safety and food-borne illness concerns, litigation, unfavorable publicity, risks relating to public policy changes and federal, state and local regulation of our business including health care reform, labor and insurance costs, technology failures, failure to execute a business continuity plan following a disaster, health concerns including virus outbreaks, intense competition, failure to drive sales growth, our plans to expand our smaller brands Bahama Breeze, Seasons 52 and Eddie V's, a lack of suitable new restaurant locations, higher-than-anticipated costs to open, close, relocate or remodel restaurants, a failure to execute innovative marketing tactics and increased advertising and marketing costs, a failure to develop and recruit effective leaders, a failure to address cost pressures, shortages or interruptions in the delivery of food and other products, adverse weather conditions and natural disasters, volatility in the market value of derivatives, economic factors specific to the restaurant industry and general macroeconomic factors including unemployment and interest rates, disruptions in the financial markets, risks of doing business with franchisees and vendors in foreign markets, failure to protect our service marks or other intellectual property, impairment in the carrying value of our goodwill or other intangible assets, a failure of our internal controls over financial reporting, or changes in accounting standards, an inability or failure to manage the accelerated impact of social media and other factors and uncertainties discussed from time to time in reports filed by Darden with the Securities and Exchange Commission.


[1] As of August 29, 2014

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SOURCE Darden Restaurants, Inc.

Analysts, Matthew Stroud, (407) 245-5288, or Media, Bob McAdam, (407) 245-5404
Mon, 15 Sep 2014 09:23:00 -0400

Believes Current Initiatives, Which Are Already Delivering Encouraging Results, Address the Majority of Starboard's Operating Suggestions
Remains Open to All Ideas that Support Long-Term Value Creation and Improve Guest Experience
Board Recommends Darden Shareholders Vote "FOR ALL" of Darden's Eight Highly Qualified, Independent Director Nominees on BLUE Proxy Card Today
Materials for Darden's Annual Meeting Available at www.DardenAnnualMeeting.com

ORLANDO, Fla., Sept. 15, 2014 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE: DRI) today filed an investor presentation with the Securities and Exchange Commission ("SEC") in connection with the Company's 2014 Annual Meeting of Shareholders to be held on October 10, 2014. Darden's presentation and other materials regarding the Board's recommendation for the 2014 Annual Meeting can be found on the Company's website and at www.DardenAnnualMeeting.com, which the Company will use for Annual Meeting-related communications going forward.

"We have had numerous conversations over the past months with our shareholders, including Starboard, regarding Darden's operating plan and the Olive Garden Brand Renaissance," said Gene Lee, President and Chief Operating Officer of Darden. "After reviewing Starboard's proposed operating plan, we believe Darden's current initiatives, which are already delivering encouraging results, address the majority of Starboard's suggestions. We are pleased that Starboard agrees with the actions we are taking to reinvigorate restaurant performance, reduce costs, and drive growth."

Mr. Lee continued, "We are also troubled by certain Starboard suggestions for Olive Garden that we believe would undermine progress that is improving both food quality and guest experience, and we believe that implementing these suggestions would derail the brand's turnaround. While we agree that maintaining a close eye on costs is important, we do not agree with actions that may boost margins in the short-term, but sacrifice brand reputation over the long-term. At Darden, we are executing a plan that is delivering meaningful cost savings, with selling, general and administrative expenses as a percentage of sales in fiscal 2015 expected to be the lowest since Darden became a public company. These are sustainable savings that contribute to bottom line growth for our shareholders, while also preserving the superior quality and service for which Darden's brands are known."

Mr. Lee concluded, "People are our most important ingredient, and Darden's people have expressed their affection for, confidence in and commitment to the Company in the clearest ways possible. For four consecutive years, Darden has been one of Fortune's 100 Best Companies to Work For, rankings that heavily reflect a comprehensive and independently administered survey of our frontline employees; Olive Garden, LongHorn Steakhouse and The Capital Grille are recognized by People Report, a leading industry Human Resources organization; and Darden's annual turnover in each front line employee segment is well below the casual dining industry average. These awards and achievements reflect our unified focus on driving sustainable success and value creation for all of Darden's stakeholders, and we remain open to all ideas that support our ability to deliver on this objective."

Darden's Board of Directors stated, "Given the significant risks that we believe could result from allowing Starboard to take control of Darden, we do not believe it is necessary for shareholders to elect an entirely new Board to implement operating initiatives that are largely already underway and delivering encouraging results. In our view, Darden's new slate of director nominees provides the optimal balance of fresh perspectives from four new, highly qualified independent nominees and continuity of experience and insight from four continuing independent nominees, together with four seats to be filled by Starboard – resulting in eight of 12 directors who are new this year. All of Darden's director nominees share the common goal of enhancing shareholder value, and are prepared to work collaboratively with all of the new directors, including the Starboard nominees, to consider the alternatives available to achieve this objective." 

Highlights of the investor presentation, titled "Operating Darden with the Right Talent, Plan and Priorities," are below.

  • Darden's Board and management have built Darden into the premier full-service restaurant company in the industry.
  • Darden is convinced it has the right leaders with proven records in restaurant operations to continue the positive momentum.
  • Since being appointed as President and Chief Operating Officer in September 2013, Gene Lee has sharpened the Company's focus on restaurant-level operations and guest experience through a proven, back-to-basics approach.
  • Darden's employees continue to express their affection for, confidence in and commitment to the Company.
  • Olive Garden® holds an enviable position with leading average unit volumes (AUVs), restaurant level profitability and guest satisfaction scores.
  • The Olive Garden Brand Renaissance turnaround is underway, and Darden expects it to continue to deliver results.
  • Darden's efforts to develop LongHorn Steakhouse® into America's favorite steakhouse are on track.  LongHorn's same-restaurant sales exceeded the industry by 3.8 percentage points in fiscal 2014 and guest counts are exceeding the industry for the 19th consecutive quarter in the first quarter of fiscal 2015. 
  • Darden is continuing to build on the solid performance at Specialty Restaurants, which benefits from strong brands with unique differentiation. The Company's Specialty Restaurants continue to provide strong unit growth and competitively superior same-restaurant sales growth.
  • Many industry analysts are recognizing that Darden's turnaround is gaining momentum.[1]
  • Having reviewed Starboard's operating plan, it appears that Starboard's suggestions replicate initiatives that are already underway and delivering encouraging results.
  • Many industry analysts also recognize the risks of implementing Starboard's plan.[1]

Olive Garden Brand Renaissance First Quarter Fiscal 2015 Highlights

Over the past year, Darden has been implementing far-reaching improvements for all elements of the Olive Garden business to reignite traffic growth, enhance the guest experience and support margin expansion. Key initiatives have included introducing a core menu innovation to reinforce value, improve quality, expand choice and variety, and capitalize on the convenience trend; simplifying restaurant operations and intensifying the emphasis on service; implementing a more integrated communications platform to enhance brand relevance with a new approach to marketing, advertising and promotions to drive continued industry-leading AUVs; and launching a re-imaging program that brings the brand to life with every guest touch point, including plate ware, server uniforms, new logo, exterior signage and new table top merchandising.

The Olive Garden Brand Renaissance is beginning to deliver positive results and reinforces the Company's confidence in the brand's ongoing development. For example, and as further detailed in the investor presentation:

  • Guest experience and satisfaction scores continue to improve across the system, including Overall, Attentiveness, Pace of Meal and Food Taste, as a result of an intensified focus on service and food quality.  Darden expects these to translate into higher traffic trends over time.
  • New menu items have reinforced value, expanded variety and supported increased demand from key customer segments, including Millennials. Through Pronto Lunch, Darden has reduced dine times for guests seeking a quicker lunch experience. In addition, by leveraging metrics made available in Darden's new technology platform, the Company has significantly reduced false waits.
  • The national launch of Darden's Online To-Go Platform is in place, and strengthening the take-out business. In the first quarter of fiscal 2015, Olive Garden achieved a 13% increase in its take-out business compared to the first quarter last year. In recent weeks, To-Go sales have grown at approximately 20% on a year-over-year basis. Notably, the Company continues to see a 30% increase in check average when guests order online, which will drive margin growth should these trends continue.
  • Testing of tablet technology in restaurants is underway and has generated encouraging results.  At locations where the new technology is available, 80% of guests interact with the device, and 60% of them pay the check on the tablet. Tablet use has increased add-on sales, table turnover, guest survey response rates, and tip percentage for servers. The Company expects tablet technology to be installed system-wide by the end of fiscal 2015.
  • Initial sales results from a pilot remodel program are encouraging. The Company has completed three remodels, which introduce significant interior and exterior improvements. This has resulted in a more than 10% increase in traffic as well as an increase in alcohol and beverage sales.

Darden shareholders are reminded that their vote is important, no matter how many or how few shares they own.  The Board urges shareholders to submit their voting instructions ONLY on the BLUE proxy card "FOR ALL" of Darden's highly qualified, experienced and independent director nominees: Michael W. Barnes, Gregory L. Burns, Jeffrey H. Fox, Christopher J. Fraleigh, Stephen Odland, Michael D. Rose, Maria A. Sastre and Enrique Silva.  Shareholders may submit their proxy by mail, phone or internet following the instructions on the BLUE proxy card.  

CAUTION: Any vote on the white card is a vote for Starboard's control slate as it could revoke any previous proxy submitted using the BLUE proxy card. Only the latest-dated proxy counts.  Darden urges shareholders – DO NOT SIGN OR RETURN ANY WHITE CARD. SIMPLY DISCARD IT.

Innisfree M&A Incorporated is serving as the Company's proxy solicitor and can be contacted toll-free at (877) 825-8631.

About Darden Restaurants

Darden Restaurants, Inc., (NYSE: DRI), owns and operates more than 1,500 restaurants that generate approximately $6.3 billion in annual sales. Headquartered in Orlando, Fla., and employing 150,000 people, Darden is recognized for a culture that rewards caring for and responding to people. In 2014, Darden was named to the FORTUNE "100 Best Companies to Work For" list for the fourth year in a row. Our restaurant brands – Olive Garden, LongHorn Steakhouse, Bahama Breeze®, Seasons 52®, The Capital Grille®, Eddie V's® and Yard House® – reflect the rich diversity of those who dine with us. Our brands are built on deep insights into what our guests want. For more information, please visit www.darden.com.

Information About Forward-Looking Statements

Forward-looking statements in this communication regarding our ability to improve performance across our brands and enhance shareholder value and all other statements that are not historical facts, including without limitation statements concerning our future economic performance, plans or objectives and expectations regarding the sale of Red Lobster, benefits to Darden and its shareholders from such sale and related matters, are made under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Any forward-looking statements speak only as of the date on which such statements are made, and we undertake no obligation to update such statements to reflect events or circumstances arising after such date except as required by law. We wish to caution investors not to place undue reliance on any such forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties that could cause actual results to materially differ from those anticipated in the statements. The most significant of these uncertainties are described in Darden's Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports). These risks and uncertainties include the ability to achieve Darden's strategic plan to enhance shareholder value including realizing the expected benefits from the sale of Red Lobster, actions of activist investors and the cost and disruption of responding to those actions, including any proxy contest for the election of directors at our annual meeting, food safety and food-borne illness concerns, litigation, unfavorable publicity, risks relating to public policy changes and federal, state and local regulation of our business including health care reform, labor and insurance costs, technology failures, failure to execute a business continuity plan following a disaster, health concerns including virus outbreaks, intense competition, failure to drive sales growth, our plans to expand our smaller brands Bahama Breeze, Seasons 52 and Eddie V's, a lack of suitable new restaurant locations, higher-than-anticipated costs to open, close, relocate or remodel restaurants, a failure to execute innovative marketing tactics and increased advertising and marketing costs, a failure to develop and recruit effective leaders, a failure to address cost pressures, shortages or interruptions in the delivery of food and other products, adverse weather conditions and natural disasters, volatility in the market value of derivatives, economic factors specific to the restaurant industry and general macroeconomic factors including unemployment and interest rates, disruptions in the financial markets, risks of doing business with franchisees and vendors in foreign markets, failure to protect our service marks or other intellectual property, impairment in the carrying value of our goodwill or other intangible assets, a failure of our internal controls over financial reporting, or changes in accounting standards, an inability or failure to manage the accelerated impact of social media and other factors and uncertainties discussed from time to time in reports filed by Darden with the Securities and Exchange Commission.

Important Additional Information

The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from stockholders in connection with the Company's 2014 annual meeting of stockholders (the "Annual Meeting"). Information regarding the names and interests of such participants in the Company's proxy solicitation is set forth in the Company's definitive proxy statement, filed with the SEC on September 9, 2014. Additional information can be found in the Company's Annual Report on Form 10-K for the year ended May 25, 2014, filed with the SEC on July 18, 2013. These documents are available free of charge at the SEC's website at www.sec.gov.

The Company will be mailing its definitive proxy statement and proxy card to the stockholders entitled to vote at the Annual Meeting. WE URGE INVESTORS TO READ ANY PROXY STATEMENT INCLUDING ANY SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY MAY FILE WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain, free of charge, copies of any proxy statement and any other documents filed by the Company with the SEC in connection with the proxy solicitation at the SEC's website at www.sec.gov. In addition, copies will also be available at no charge at the Investors section of the Company's website at http://investor.darden.com/investors/investor-relations/default.aspx.

[1] See Darden investor presentations filed with the U.S. Securities and Exchange Commission on Form 8-K on September 9, 2014 and September 15, 2014 for illustrative analyst commentary.

Contact:
(Analysts) Matthew Stroud      (407) 245-5288;
(Media) Bob McAdam             (407) 245-5288

SOURCE Darden Restaurants, Inc.

Fri, 12 Sep 2014 07:45:00 -0400

ORLANDO, Fla., Sept. 12, 2014 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE: DRI) today commented on the operational plan proposed by Starboard Value L.P. and its affiliates ("Starboard").

"We remain open minded toward all ideas that support long-term value creation for our shareholders and improve the dining experience for our guests," said Gene Lee, President and Chief Operating Officer of Darden.  "While we will carefully and thoughtfully review Starboard's plan, which has been promised by Starboard for some time, upon initial review, we believe many of the brand and cost optimization strategies are already being implemented across our company and are showing results." 

Mr. Lee continued, "The Olive Garden Brand Renaissance is well underway, and the improvements we are seeing in guest satisfaction and traffic trends reinforce our confidence in Olive Garden's potential.  In addition, our efforts to grow and develop LongHorn Steakhouse and our Specialty Restaurants are on track. As we evaluate the Starboard plan, we will work to continue making strong progress across our brands for the benefit of all Darden stakeholders, including our employees."    

Olive Garden® Brand Renaissance First Quarter Fiscal 2015 Highlights

Over the past year, Darden has been implementing far-reaching improvements for all elements of the Olive Garden business to reignite traffic growth and support margin expansion.  Key initiatives have included enhancing culinary operations and service, introducing a core menu innovation, pursuing a new approach to advertising and promotions, and launching a re-imaging program.  The Olive Garden Brand Renaissance is beginning to deliver positive results and reinforces the Company's confidence in the brand's ongoing development.

  • Guest experience and satisfaction scores are improving across the system, including Overall, Attentiveness, Pace of Meal and Food Taste, as a result of an intensified focus on service and food quality. Darden expects these to translate into higher traffic trends over time.
  • Online ordering, including a redesigned web experience and the national launch of an online To-Go platform, is underway and strengthening the take-out business. In the first quarter of fiscal 2015, Darden achieved a 13% increase in Olive Garden's take-out business compared to the first quarter last year. Notably, check averages from online orders are significantly higher than those placed on the phone, which represents a margin growth driver should these trends continue.
  • Testing of tablet technology in several restaurants is underway and has generated encouraging results, including check growth due to an increase in add-on sales, increased table turns, a 60% pay-at-the-table rate and increased guest survey response rates, as well as an increase in tip percentage for servers.
  • Initial sales results from a pilot remodel program are encouraging. The Company has completed three remodels that reflect significant interior and exterior changes. This has resulted in a more than 10% increase in traffic on average in the remodeled restaurants as guests respond enthusiastically to the changes.

Darden Board Recommends Shareholders Vote on BLUE Card

Darden recommends that shareholders vote ONLY on the BLUE proxy card "FOR ALL" of Darden's highly qualified, experienced and independent director nominees:  Michael W. Barnes, Gregory L. Burns, Jeffrey H. Fox, Christopher J. Fraleigh, Stephen Odland, Michael D. Rose, Maria A. Sastre and Enrique Silva.  Shareholders may vote by mail, phone or internet following the instructions on the BLUE proxy card. 

CAUTION: Any vote on the white card is a vote for Starboard's control slate as it could revoke any previous proxy you submitted using the BLUE proxy card. Only your latest-dated proxy counts. We urge shareholders – DO NOT SIGN OR RETURN ANY WHITE CARD. SIMPLY DISCARD IT.

Innisfree M&A Incorporated is serving as the Company's proxy solicitor and can be contacted toll-free at (877) 825-8631.

About Darden Restaurants

Darden Restaurants, Inc., (NYSE: DRI), owns and operates more than 1,500 restaurants that generate approximately $6.3 billion in annual sales. Headquartered in Orlando, Fla., and employing 150,000 people, Darden is recognized for a culture that rewards caring for and responding to people. In 2014, Darden was named to the FORTUNE "100 Best Companies to Work For" list for the fourth year in a row. Our restaurant brands – Olive Garden, LongHorn Steakhouse, Bahama Breeze, Seasons 52, The Capital Grille, Eddie V's and Yard House – reflect the rich diversity of those who dine with us. Our brands are built on deep insights into what our guests want. For more information, please visit www.darden.com.

Information About Forward-Looking Statements

Forward-looking statements in this communication regarding our ability to improve performance across our brands and enhance shareholder value and all other statements that are not historical facts, including without limitation statements concerning our future economic performance, plans or objectives and expectations regarding the sale of Red Lobster, benefits to Darden and its shareholders from such sale and related matters, are made under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Any forward-looking statements speak only as of the date on which such statements are made, and we undertake no obligation to update such statements to reflect events or circumstances arising after such date except as required by law. We wish to caution investors not to place undue reliance on any such forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties that could cause actual results to materially differ from those anticipated in the statements. The most significant of these uncertainties are described in Darden's Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports). These risks and uncertainties include the ability to achieve Darden's strategic plan to enhance shareholder value including realizing the expected benefits from the sale of Red Lobster, actions of activist investors and the cost and disruption of responding to those actions, including any proxy contest for the election of directors at our annual meeting, food safety and food-borne illness concerns, litigation, unfavorable publicity, risks relating to public policy changes and federal, state and local regulation of our business including health care reform, labor and insurance costs, technology failures, failure to execute a business continuity plan following a disaster, health concerns including virus outbreaks, intense competition, failure to drive sales growth, our plans to expand our smaller brands Bahama Breeze, Seasons 52 and Eddie V's, a lack of suitable new restaurant locations, higher-than-anticipated costs to open, close, relocate or remodel restaurants, a failure to execute innovative marketing tactics and increased advertising and marketing costs, a failure to develop and recruit effective leaders, a failure to address cost pressures, shortages or interruptions in the delivery of food and other products, adverse weather conditions and natural disasters, volatility in the market value of derivatives, economic factors specific to the restaurant industry and general macroeconomic factors including unemployment and interest rates, disruptions in the financial markets, risks of doing business with franchisees and vendors in foreign markets, failure to protect our service marks or other intellectual property, impairment in the carrying value of our goodwill or other intangible assets, a failure of our internal controls over financial reporting, or changes in accounting standards, an inability or failure to manage the accelerated impact of social media and other factors and uncertainties discussed from time to time in reports filed by Darden with the Securities and Exchange Commission.

SOURCE Darden Restaurants, Inc.

Fri, 12 Sep 2014 07:00:00 -0400

ORLANDO, Fla., Sept. 12, 2014 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE: DRI) today reported a diluted net loss per share from continuing operations for its fiscal first quarter ended August 24, 2014 of 14 cents.  On an adjusted basis, diluted net earnings per share from continuing operations for its fiscal first quarter were 32 cents.  The adjusted results exclude approximately two cents of Red Lobster related shared support costs incurred in June and July that moved to Red Lobster with the sale of that business, approximately three cents of costs related to other aspects of the Company's strategic action plan, approximately four cents related to restaurant impairment charges and approximately 37 cents of debt breakage costs related to the retirement of approximately $1 billion of the Company's debt.

"We are pleased with the progress we are achieving across our brands, particularly at Olive Garden," said Gene Lee, President and Chief Operating Officer of Darden.  "The Olive Garden Brand Renaissance is well underway, and the improvements we are seeing in guest satisfaction and traffic trends reinforce our confidence in Olive Garden's potential. At LongHorn and the Specialty Restaurants, our actions to enhance the guest experience are also delivering positive results as demonstrated by the increases in same-restaurant sales.  We are also making continued progress on our cost structure.  In fiscal 2015, we expect SG&A expenses as a percentage of sales to be the lowest since Darden became a public company. 

"While we still have work to do, the actions we are taking are driving greater levels of performance and delivering benefits to both our shareholders and our guests.  We are confident that we have the right team and plan to build on this momentum," said Mr. Lee.

The Company reported that U.S. same-restaurant sales for the first quarter were +2.8% for LongHorn Steakhouse, -1.3% for Olive Garden and +2.1% for its Specialty Restaurant GroupThe Specialty Restaurant Group's results include U.S. same-restaurant sales of approximately +3.9% for The Capital Grille, +2.5% for Eddie V's,  +2.3% for Yard House, +1.1% for Bahama Breeze and -0.3% for Seasons 52.

  • Diluted net loss per share from continuing operations was 14 cents in the first quarter of this fiscal year. Diluted net earnings per share from continuing operations were 32 cents for the first quarter of last fiscal year. Net loss from continuing operations was $19.3 million in the first quarter of this fiscal year. Net earnings from continuing operations were $42.2 million in the first quarter of last fiscal year.
  • First quarter sales from continuing operations were $1.60 billion, which compares to $1.53 billion in the first quarter last year. The increase in sales for the first quarter of this fiscal year reflects the operation of 55 net new restaurants compared to the first quarter last fiscal year and same restaurant-sales increases for LongHorn Steakhouse and the Company's Specialty Restaurants, slightly offset by a same-restaurant sales decline for Olive Garden.

Operating Headlines

OLIVE GARDEN'S first quarter sales of $913.5 million were 0.5% lower than the prior year due to its U.S. same-restaurant sales decline of 1.3% partially offset by revenue from eight net new restaurants.  For the quarter, on a percentage of sales basis, higher food and beverage expenses and restaurant labor expenses were slightly offset by lower selling, general and administrative expenses.  The result was a decline in both operating profit and operating profit as a percentage of sales for the quarter. 

LONGHORN STEAKHOUSE'S first quarter sales of $356.9 million were 9.7% higher than the prior year, driven by revenue from 27 net new restaurants and its U.S. same-restaurant sales increase of 2.8%.  For the quarter, on a percentage of sales basis, lower restaurant labor expenses, restaurant expenses and selling, general and administrative expenses resulted in an increase in both operating profit and operating profit as a percentage of sales for the quarter. 

THE SPECIALTY RESTAURANTS' first quarter sales of $322.3 million were 14.5% higher than the prior year, driven by same-restaurant sales increases of  +3.9% for The Capital Grille, +2.5% for Eddie V's,  +2.3% for Yard House, +1.1% for Bahama Breeze partially offset by a same-restaurant sale decline of 0.3% at Seasons 52.  Sales growth for the group also reflected revenue from four new restaurants at The Capital Grille, one at Bahama Breeze, nine at Seasons 52, three at Eddie V's and seven at Yard House.  

Darden also reported that U.S. same-restaurant sales for the fiscal first quarter by month for Olive Garden and LongHorn Steakhouse were as follows:

Olive Garden

June

July

August

Same-Restaurant Sales

-1.0%

-4.2%

0.9%

Same-Restaurant Traffic

-0.9%

-4.3%

-2.3%

Pricing

1.7%

1.2%

1.4%

Menu mix

-1.8%

-1.0%

1.9%


LongHorn Steakhouse

June

July

August

Same-Restaurant Sales

3.3%

1.5%

3.2%

Same-Restaurant Traffic

-1.1%

-1.6%

0.2%

Pricing

2.7%

2.5%

2.2%

Menu mix

1.7%

0.6%

0.7%

Declared Quarterly Dividend

Darden's Board of Directors declared a quarterly cash dividend of 55 cents per share on the Company's outstanding common stock, equating to a $2.20 per share dividend on an annual basis.  The dividend is payable on November 3, 2014 to shareholders of record at the close of business on October 10, 2014.  Darden has doubled its dividend in the past three years.  The Company has returned nearly $4 billion to shareholders through dividends and share repurchases over the past ten years, a level of capital return that has far outpaced the industry, while also investing in key growth initiatives. 

Olive Garden Brand Renaissance

Over the past year, Darden has been implementing far-reaching improvements for all elements of the Olive Garden business to reignite traffic growth and support margin expansion.  Key initiatives have included simplifying culinary operations and enhancing service, introducing a core menu innovation, pursuing a new approach to advertising and promotions, and launching a re-imaging program.  The Olive Garden Brand Renaissance plan is beginning to deliver positive results and reinforces the Company's confidence in the brand's ongoing development.

  • Guest experience and satisfaction scores are improving across the system, including Overall, Attentiveness, Pace of Meal and Food Taste, as a result of an intensified focus on service and food quality. Darden expects these to translate into higher traffic trends over time.
  • Online ordering, including a redesigned web experience and the national launch of an online To-Go platform, is underway and strengthening the take-out business. In the first quarter of fiscal 2015, Darden achieved a 13% increase in Olive Garden's take-out business compared to the first quarter last year. Notably, check averages from online orders are significantly higher than those placed on the phone, which represents a margin growth driver should these trends continue.
  • Testing of tablet technology in several restaurants is underway and has generated encouraging results, including check growth due to an increase in add-on sales, increased table turns, a 60% pay-at-the-table rate and increased guest survey response rates, as well as an increase in tip percentage for servers.
  • Initial sales results from a pilot remodel program are encouraging. The Company has completed three remodels that reflect significant interior and exterior changes. This has resulted in a more than 10% increase in traffic on average in the remodeled restaurants as guests respond enthusiastically to the changes.

Fiscal 2015 Financial Outlook

Darden also commented on its sales and earnings expectations for fiscal year 2015.  The Company announced that it expects diluted net earnings per share from continuing operations of $1.74 to $1.84 for fiscal 2015.  On an adjusted basis, the Company continues to anticipate diluted net earnings per share from continuing operations of $2.22 to $2.30 for the year, which excludes the cost of shared support incurred prior to the sale of Red Lobster that moved to Red Lobster with the sale, costs the Company expects to incur in connection with implementation of its strategic action plan, asset impairment charges and debt breakage costs.  These expectations reflect the Company's projection that U.S. same-restaurant sales growth for fiscal 2015 for Olive Garden, LongHorn Steakhouse and the Specialty Restaurant Group will be flat to +1%, +1% to +2% and approximately +2%, respectively.  Current earnings expectations for the year also reflect previously announced plans for the opening of approximately 37 net new restaurants and a 53rd operating week.   

The Company anticipates that diluted net earnings per share from continuing operations on a quarterly basis will be as follows:

Per Share

Q1

Q2

Q3

Q4

Fiscal 2015

Diluted Net EPS from Continuing Operations

 

($0.14)

 

$0.21 - $0.23

 

$0.80 - $0.84

 

$0.87 - $0.91

 

$1.74 - $1.84

Red Lobster-Related Shared Support Costs

 

$0.02

 

$0.00

 

$0.00

 

$0.00

 

$0.02

Other Strategic Action Plan Costs

 

$0.03

 

TBD

 

TBD

 

TBD

 

TBD

Asset Impairment Charges

$0.04

TBD

TBD

TBD

TBD

Debt Breakage Costs

$0.37

$0.05

$0.00

$0.00

$0.42

Adjusted Diluted Net EPS from Continuing Operations

 

$0.32

 

$0.26 - $0.28

 

$0.80 - $0.84

 

$0.87 - $0.91

 

$2.22 - $2.30

Red Lobster Sale

During the first quarter of this year, the Company completed the sale of its Red Lobster business and certain other related assets and assumed liabilities to Golden Gate Capital for $2.1 billion in cash. 

Approximately $1.0 billion of the net cash proceeds were used to retire outstanding debt, including $900 million in the first quarter and an additional $100 million at the beginning of the second quarter.  The remaining net proceeds of approximately $500 million to $600 million are expected to be deployed for a new share repurchase program of up to $700 million in fiscal 2015.  In addition to strengthening Darden's credit profile, with the lower debt levels and reduced outstanding share count, Darden expects to maintain its current quarterly dividend of $0.55 per share, or $2.20 annually. 

The sale of Red Lobster was the culmination of a robust competitive process that enabled Darden to maximize the value of the Red Lobster business, eliminate the risks and volatility associated with continuing to own the business, and provide a realistic market-validated valuation of Darden's real estate assets.

The Company has excluded the results of operations, separation costs and gain on sale related to Red Lobster and its related franchise and consumer products businesses from continuing operations. These amounts will be included as a component of discontinued operations, which has not been presented in the attached consolidated statements of earnings from continuing operations.

About Darden Restaurants
Darden Restaurants, Inc., (NYSE: DRI), owns and operates more than 1,500 restaurants that generate approximately $6.3 billion in annual sales. Headquartered in Orlando, Fla., and employing more than 150,000 people, Darden is recognized for a culture that rewards caring for and responding to people. In 2014, Darden was named to the FORTUNE "100 Best Companies to Work For" list for the fourth year in a row. Our restaurant brands – Olive Garden, LongHorn Steakhouse, Bahama Breeze, Seasons 52, The Capital Grille, Eddie V's and Yard House – reflect the rich diversity of those who dine with us. Our brands are built on deep insights into what our guests want. For more information, please visit www.darden.com.

Information about Forward-Looking Statements

Forward-looking statements in this communication regarding our expected earnings performance and our ability to execute on our brand renaissance program and all other statements that are not historical facts, including without limitation statements concerning our future economic performance, plans or objectives and expectations regarding the sale of Red Lobster, benefits to Darden and its shareholders from such sale and related matters, are made under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Any forward-looking statements speak only as of the date on which such statements are made, and we undertake no obligation to update such statements to reflect events or circumstances arising after such date except as required by law. We wish to caution investors not to place undue reliance on any such forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties that could cause actual results to materially differ from those anticipated in the statements. The most significant of these uncertainties are described in Darden's Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports). These risks and uncertainties include the ability to achieve Darden's strategic plan to enhance shareholder value including realizing the expected benefits from the sale of Red Lobster, actions of activist investors and the cost and disruption of responding to those actions, including any proxy contest for the election of directors at our annual meeting, food safety and food-borne illness concerns, litigation, unfavorable publicity, risks relating to public policy changes and federal, state and local regulation of our business including health care reform, labor and insurance costs, technology failures, failure to execute a business continuity plan following a disaster, health concerns including virus outbreaks, intense competition, failure to drive sales growth, our plans to expand our smaller brands Bahama Breeze, Seasons 52 and Eddie V's, a lack of suitable new restaurant locations, higher-than-anticipated costs to open, close, relocate or remodel restaurants, a failure to execute innovative marketing tactics and increased advertising and marketing costs, a failure to develop and recruit effective leaders, a failure to address cost pressures, shortages or interruptions in the delivery of food and other products, adverse weather conditions and natural disasters, volatility in the market value of derivatives, economic factors specific to the restaurant industry and general macroeconomic factors including unemployment and interest rates, disruptions in the financial markets, risks of doing business with franchisees and vendors in foreign markets, failure to protect our service marks or other intellectual property, impairment in the carrying value of our goodwill or other intangible assets, a failure of our internal controls over financial reporting, or changes in accounting standards, an inability or failure to manage the accelerated impact of social media and other factors and uncertainties discussed from time to time in reports filed by Darden with the Securities and Exchange Commission.

Important Additional Information

The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from stockholders in connection with the Company's 2014 annual meeting of stockholders (the "Annual Meeting").  Information regarding the names and interests of such participants in the Company's proxy solicitation is set forth in the Company's preliminary proxy statement, filed with the SEC on July 31, 2014, as amended, and the Company revocation solicitation statement, filed with the SEC on April 1, 2014.  Additional information can be found in the Company's Annual Report on Form 10-K for the year ended May 25, 2014, filed with the SEC on July 18, 2013.  These documents are available free of charge at the SEC's website at www.sec.gov.

The Company will be mailing a definitive proxy statement and proxy card to the stockholders entitled to vote at the Annual Meeting.  WE URGE INVESTORS TO READ ANY PROXY STATEMENT (INCLUDING ANY SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY MAY FILE WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  Stockholders will be able to obtain, free of charge, copies of any proxy statement and any other documents filed by the Company with the SEC in connection with the proxy solicitation at the SEC's website at www.sec.gov.  In addition, copies will also be available at no charge at the Investors section of the Company's website at http://investor.darden.com/investors/investor-relations/default.aspx.

Non-GAAP Information

The information in this press release includes financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America ("GAAP"), such as adjusted diluted net earnings per share.  The Company's management uses these non-GAAP measures in its analysis of the Company's performance.  The Company believes that the presentation of certain non-GAAP measures provides useful supplemental information that is essential to a proper understanding of the operating results of the Company's businesses.  These non-GAAP disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

 


DARDEN RESTAURANTS, INC.
NUMBER OF COMPANY-OWNED RESTAURANTS


08/24/14




08/25/13

834


Olive Garden USA


826

6


Olive Garden Canada


6

840


Total Olive Garden


832

465


LongHorn Steakhouse


438

54


The Capital Grille


50

37


Bahama Breeze


36

40


Seasons 52


31

15


Eddie V's


12

53


Yard House


46

0


Other


4

1,504


Darden Continuing Operations


1,449

 

 


DARDEN RESTAURANTS, INC.
CONSOLIDATED STATEMENTS OF EARNINGS FROM CONTINUING OPERATIONS
(In millions, except per share data)
(Unaudited)



Three Months Ended


8/24/2014


8/25/2013

Sales

$

1,595.8


$

1,531.5

Costs and expenses:




Cost of sales:




Food and beverage

502.0


454.1

Restaurant labor

508.3


491.4

Restaurant expenses

272.3


262.6

Total cost of sales (1)

$

1,282.6


$

1,208.1

Selling, general and administrative

160.0


165.6

Depreciation and amortization

78.7


74.2

Interest, net

111.3


32.8

Asset impairment, net

6.9


1.0

Total costs and expenses

$

1,639.5


$

1,481.7

(Loss) earnings before income taxes

(43.7)


49.8

Income taxes

(24.4)


7.6

(Loss) earnings from continuing operations

$

(19.3)


$

42.2





(Loss) earnings from continuing operations per share:




Basic

$

(0.15)


$

0.32

Diluted

$

(0.14)


$

0.32

Average number of common shares outstanding:




Basic

132.2


130.2

Diluted

134.0


132.6





(1) Excludes restaurant depreciation and amortization as follows:

$

72.6


$

68.9

 

 

DARDEN RESTAURANTS, INC.
CONSOLIDATED BALANCE SHEETS
(In millions)



8/24/2014


5/25/2014


(Unaudited)



ASSETS




Current assets:




Cash and cash equivalents

$

413.7


$

98.3

Receivables, net

86.2


83.8

Inventories

201.6


196.8

Prepaid income taxes


10.9

Prepaid expenses and other current assets

75.1


72.3

Deferred income taxes

165.5


124.0

Assets held for sale

41.0


1,390.3

Total current assets

$

983.1


$

1,976.4

Land, buildings and equipment, net

3,380.0


3,381.0

Goodwill

872.5


872.5

Trademarks

574.6


574.6

Other assets

293.1


296.2

Total assets

$

6,103.3


$

7,100.7

LIABILITIES AND STOCKHOLDERS' EQUITY




Current liabilities:




Accounts payable

$

212.5


$

233.1

Short-term debt


207.6

Accrued payroll

101.0


125.7

Accrued income taxes

340.2


Other accrued taxes

65.9


64.5

Unearned revenues

266.4


299.7

Current portion of long-term debt

115.0


15.0

Other current liabilities

469.0


457.4

Liabilities associated with assets held for sale


215.5

Total current liabilities

$

1,570.0


$

1,618.5

Long-term debt, less current portion

1,468.5


2,481.4

Deferred income taxes

279.9


286.1

Deferred rent

212.6


206.2

Obligations under capital leases, net of current installments

51.4


52.0

Other liabilities

379.3


299.6

Total liabilities

$

3,961.7


$

4,943.8

Stockholders' equity:




Common stock and surplus

$

817.0


$

1,302.2

Retained earnings

1,439.8


995.8

Treasury stock

(7.8)


(7.8)

Accumulated other comprehensive income (loss)

(102.5)


(128.1)

Unearned compensation

(4.9)


(5.2)

Total stockholders' equity

$

2,141.6


$

2,156.9

Total liabilities and stockholders' equity

$

6,103.3


$

7,100.7

 

 

DARDEN RESTAURANTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)



Three Months Ended


8/24/2014


8/25/2013

Cash flows—operating activities




(Loss) earnings from continuing operations

$

(19.3)


$

42.2

Adjustments to reconcile net earnings from continuing operations to cash flows:




Depreciation and amortization from continuing operations

78.7


74.2

Stock-based compensation expense from continuing operations

6.4


8.7

Change in current assets and liabilities and other, net

(21.2)


91.9

Net cash provided by operating activities

$

44.6


$

217.0

Cash flows—investing activities




Purchases of land, buildings and equipment

(88.6)


(174.3)

Net proceeds from disposal of business

1,985.9


Increase in other assets

1.2


(7.0)

Net cash provided by (used in) investing activities

$

1,898.5


$

(181.3)

Cash flows—financing activities




Proceeds from issuance of common stock

9.3


8.2

Income tax benefits credited to equity

1.0


1.6

Dividends paid

(72.7)


(71.7)

Repurchases of common stock

(0.6)


(0.4)

ESOP note receivable repayment

0.2


0.3

(Repayments) proceeds from issuance of short-term debt, net

(207.6)


47.5

Repayment of long-term debt

(949.9)


Principal payments on capital leases

(0.5)


(0.5)

Payment for accelerated share repurchase program

(500.0)


Proceeds from financing lease obligation

93.1


Net cash used in financing activities

$

(1,627.7)


$

(15.0)





Increase in cash and cash equivalents

315.4


20.7

Cash and cash equivalents - beginning of period

98.3


88.2

Cash and cash equivalents - end of period

$

413.7


$

108.9

 

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SOURCE Darden Restaurants, Inc.: Financial

(Analysts) Matthew Stroud, (407) 245-5288, or (Media) Rich Jeffers, (407) 245-4189
Thu, 11 Sep 2014 09:25:00 -0400

ORLANDO, Fla., Sept. 5, 2014 /PRNewswire/ -- Darden Restaurants, Inc., Orlando, FL, (DRI) will host its Fiscal 2015 First Quarter conference call on Friday, September 12, 2014 at 8:30 am ET.  The conference call will be broadcast live over the Internet.  Gene Lee, COO & President, and other senior management invite you to listen to a discussion of first quarter results. The subjects to be covered may also include forward-looking information, such as the outlook for the current month or quarter, and the company's previously-announced earnings guidance.  Questions may be posed to management by participants on the call and in response the company may disclose additional material information.

A copy of our press release announcing our earnings, the Form 8-K used to file the release with the Securities and Exchange Commission, and any other financial and statistical information about the period covered in the conference call, including any information required by Regulation G, will be available under the heading "Investor Relations" on our website at www.darden.com.

To listen to the call live, please go to the following website at least fifteen minutes early to register, download, and install any necessary audio software.  For those who cannot listen to the live broadcast, a replay will be available shortly after the call.

What:             

Darden Restaurants, Inc. FY15 First Quarter Earnings Conference Call



When:            

8:30 am ET, Friday, September 12, 2014



Where:                       

http://www.videonewswire.com/event.asp?id=100408



How:               

Live over the Internet – Simply log on to the web at the address above

Darden Restaurants, Inc., (NYSE: DRI), owns and operates more than 1,500 restaurants that generate approximately $6.3 billion in annual sales. Headquartered in Orlando, Fla., and employing more than 150,000 people, Darden is recognized for a culture that rewards caring for and responding to people.  In 2014, Darden was named to the FORTUNE "100 Best Companies to Work For" list for the fourth year in a row.  Our restaurant brands – Olive Garden, LongHorn Steakhouse, Bahama Breeze, Seasons 52, The Capital Grille, Eddie V's and Yard House – reflect the rich diversity of those who dine with us.  Our brands are built on deep insights into what our guests want.  For more information, please visit www.darden.com.

SOURCE Darden Restaurants, Inc.: Financial

Analysts - Matthew Stroud, (407) 245-5288; Media - Rich Jeffers (407) 245-4189
Tue, 09 Sep 2014 08:02:00 -0400

Board Recommends Darden Shareholders Vote "FOR ALL" of Darden's Eight Highly Qualified, Independent Director Nominees on BLUE Proxy Card Today

ORLANDO, Fla., Sept. 9, 2014 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE: DRI) today filed definitive proxy materials and two investor presentations with the Securities and Exchange Commission ("SEC") in connection with the Company's 2014 Annual Meeting of Shareholders to be held on October 10, 2014.  Shareholders of record as of the close of business on August 11, 2014 will be entitled to vote at the Annual Meeting. The investor presentations are publicly available under the Events & Presentations tab on the investor relations section of Darden's website.

As recently announced, Darden's slate of director nominees for election at the Annual Meeting includes:

  • Four new independent nominees unaffiliated with the Company or Starboard Value L.P. and its affiliates ("Starboard"): Gregory L. Burns, Jeffrey H. Fox, Steven Odland, and Enrique Silva.  These new independent nominees, all of whom are current or former Chief Executive Officers, provide additional international restaurant, franchise, consumer, real estate and operations expertise to support the development, oversight and execution of Darden's operating and brand initiatives, including the turnaround of Olive Garden and the Brand Renaissance plan;
  • Four highly-qualified continuing independent director nominees who provide important and deep understanding of the Company's operations and the shifts in industry and consumer trends over time and who have a record of taking proactive, decisive action to best position Darden for continued improvement and success: Michael W. Barnes, Christopher J. Fraleigh, Michael D. Rose, and Maria A. Sastre; and
  • Four seats to be filled by candidates proposed by Starboard so that its nominees can directly participate in the decisions regarding Darden's strategic direction, including the selection of the Company's next Chief Executive Officer. 

With this slate, eight of Darden's 12 directors would be new to the Board this year.  In Darden's view, these director nominees are proven leaders in their respective fields with knowledge and expertise relevant to the needs of the business and the Company's strategies.  Darden's director nominees have experience that Darden considers especially relevant, including:

  • Leading global consumer and retail companies with skill sets in operations, food service and restaurants, hospitality, consumer marketing/brand building, supply chain and distribution management, and consumer packaged goods;
  • Developing and executing significant corporate turnarounds through operational improvements, increased financial discipline and exiting of non-core businesses;
  • Optimizing asset portfolios through franchising, real estate development, and mergers and acquisitions, with many of Darden's independent directors directly overseeing or guiding the strategic direction of real estate portfolios;
  • Serving as senior executive leaders at other publicly traded companies, including in the roles of Chairman, Chief Executive Officer, Chief Operating Officer, as well as serving in Board committee leadership roles and as individual directors; and
  • Developing strategies and policies in other key areas, including technology, human resources, and corporate governance.

The leadership of these director nominees is complemented by Darden's deep management team, including Darden's President and Chief Operating Officer, Specialty Restaurant Group President and seven brand Presidents, who collectively have over 225 years of combined restaurant operations experience and a proven record running restaurant operations at Darden and elsewhere.

Highlights of the investor presentation filed today, titled "Providing Shareholders the Balance of Fresh Perspectives and Continuity to Support Continued Progress and Success," include:

  • The Darden slate is committed to looking at the Company with a fresh perspective.  The Darden slate provides new perspectives, continuity of expertise and is designed to avoid the risks and destabilization that could result from the full board turnover that Starboard is seeking and control in the hands of this single minority shareholder.
  • The Company is concerned about ceding total control to Starboard and its preferred nominees given our belief that Starboard's advisory team has a mixed track record and its Board slate has notable experience gaps. 
  • In Darden's view, voting for Starboard would mean voting for significant risks and disruption and giving Starboard:
    • Control to rapidly implement its externally-developed strategy that was prepared without any foundation of the specifics in our current business;
    • Control to drive near-term execution of its preferred financial engineering transactions based on external analysis without a long-term assessment of the implications; and
    • Control to dictate employment of its handpicked senior management and brand leaders, including the selection of the Company's next Chief Executive Officer.
  • In contrast, we believe Darden's proposed Board will have the track record, continuity, experience, independence and fresh perspectives needed to capitalize on Darden's strengths and enhance shareholder value.   Thus, in our view, the 2014 Annual Meeting presents Darden's shareholders with the key decision between what we believe to be two very different approaches: 
    • Either, Darden's slate, which provides a balance of fresh perspectives from four new, highly qualified independent nominees, continuity of experience and insight from four continuing independent nominees, and four seats to be filled by Starboard – resulting in eight of 12 directors new this year;
    • Or, Starboard's slate, which results in a full Board turnover and significant associated risks and destabilization, and that gives total control to Starboard and its preferred nominees.
  • Darden's Board, including its four continuing nominees, has taken a number of proactive steps to improve Darden, including important progressive corporate governance decisions.
  • Darden is making strong progress on its priorities for value creation, including executing the Olive Garden® Brand Renaissance, developing LongHorn Steakhouse® into America's favorite steakhouse, building on the solid performance at Specialty Restaurants, and further reducing operating overhead and continuing to optimize support and direct operating costs.  Darden is confident that its brands are well-positioned to grow at a faster rate than the industry, while still affording the stability to continue to return a significant amount of cash to the Company's shareholders, including supporting the Company's current $2.20 per share annual dividend.
  • Starboard's ideas have been and will continue to be carefully considered.  Maximizing value from the Company's real estate and brand portfolio remains a primary goal for the Board.
  • However, we believe Starboard's track record of Board representation has been mixed.
  • Given these considerations, Darden urges shareholders to vote on the BLUE proxy card "FOR ALL" of Darden's highly qualified, independent nominees to the Board of Directors: Michael W. Barnes, Gregory L. Burns, Jeffrey H. Fox, Christopher J. Fraleigh, Steven Odland, Michael D. Rose, Maria A. Sastre and Enrique Silva

Darden issued another investor presentation today outlining the Board's rigorous review of Starboard's transactional proposals.  Highlights from this presentation, titled, "Analytical Insights into Starboard's Proposed Transactions as Requested by and for the Benefit of Shareholders," include:

  • As with all aspects of Darden's business, Darden's reconstituted Board will continuously review all alternatives with the focus on delivering long-term enhancements to value for all Darden shareholders.
  • However, in conversations with shareholders, they have requested, and therefore we are providing, the key analytical insights from the Board's rigorous review of Starboard's transactional proposals.
  • Based on the analysis to date, we believe there are a number of reasons to conclude that much of Starboard's agenda is based on financial engineering supported by optimistic assumptions that could jeopardize Darden's $2.20 per share annual dividend, Darden's credit profile, and the continued progress on the Olive Garden Brand Renaissance plan.

The Darden Board believes that many Darden shareholders have concerns about the risks and destabilization that would result from full Board turnover and giving control to a single shareholder's nominees.  We believe these risks are particularly acute given the positive momentum the Company is achieving across its brands, including at Olive Garden, and given the potential adverse effects that giving Starboard control would have on the Board's ability to recruit the best person to serve as the Company's next Chief Executive Officer.      

The Darden Board noted that, in recognition of the significant risks associated with a full turnover of Darden's Board that Starboard is seeking, as well as the distraction and costs associated with Starboard's proxy contest, Darden has made numerous attempts to reach an agreement with Starboard that would enable the Company to avoid this proxy contest. Starboard has, to date, rejected these proposals. 

The Board is disappointed that rather than work with the Company to achieve a mutually acceptable resolution that serves the interests of all Darden shareholders, Starboard remains set on pursuing its costly and disruptive proxy contest to take control of the Company.  In doing so, Starboard appears to be putting its interests ahead of Darden's shareholders.  By attempting to replace all 12 members of Darden's Board with its own preferred nominees, Starboard is seeking effective control of the Company – representation which is disproportionate to Starboard's approximate 8.8% stake in Darden.

Darden shareholders are reminded that their vote is important, no matter how many or how few shares they own. The Board urges shareholders to vote the BLUE proxy card today "FOR ALL" of Darden's director nominees following the instructions in the Company's proxy materials that will be mailed to shareholders shortly.

Goldman, Sachs & Co. is serving as Darden's financial advisor.  Morgan Stanley is serving as financial advisor, and Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Darden's Board of Directors.

Innisfree M&A Incorporated is serving as the Company's proxy solicitor and can be contacted toll-free at (877) 825-8631.

About Darden Restaurants

Darden Restaurants, Inc., (NYSE: DRI), owns and operates more than 1,500 restaurants that generate approximately $6.3 billion in annual sales. Headquartered in Orlando, Fla., and employing 150,000 people, Darden is recognized for a culture that rewards caring for and responding to people. In 2014, Darden was named to the FORTUNE "100 Best Companies to Work For" list for the fourth year in a row. Our restaurant brands – Olive Garden, LongHorn Steakhouse, Bahama Breeze, Seasons 52, The Capital Grille, Eddie V's and Yard House – reflect the rich diversity of those who dine with us. Our brands are built on deep insights into what our guests want. For more information, please visit www.darden.com.

Information About Forward-Looking Statements

Forward-looking statements in this communication regarding our ability to improve performance across our brands and enhance shareholder value and all other statements that are not historical facts, including without limitation statements concerning our future economic performance, plans or objectives and expectations regarding the sale of Red Lobster, benefits to Darden and its shareholders from such sale and related matters, are made under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Any forward-looking statements speak only as of the date on which such statements are made, and we undertake no obligation to update such statements to reflect events or circumstances arising after such date except as required by law. We wish to caution investors not to place undue reliance on any such forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties that could cause actual results to materially differ from those anticipated in the statements. The most significant of these uncertainties are described in Darden's Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports). These risks and uncertainties include the ability to achieve Darden's strategic plan to enhance shareholder value including realizing the expected benefits from the sale of Red Lobster, actions of activist investors and the cost and disruption of responding to those actions, including any proxy contest for the election of directors at our annual meeting, food safety and food-borne illness concerns, litigation, unfavorable publicity, risks relating to public policy changes and federal, state and local regulation of our business including health care reform, labor and insurance costs, technology failures, failure to execute a business continuity plan following a disaster, health concerns including virus outbreaks, intense competition, failure to drive sales growth, our plans to expand our smaller brands Bahama Breeze, Seasons 52 and Eddie V's, a lack of suitable new restaurant locations, higher-than-anticipated costs to open, close, relocate or remodel restaurants, a failure to execute innovative marketing tactics and increased advertising and marketing costs, a failure to develop and recruit effective leaders, a failure to address cost pressures, shortages or interruptions in the delivery of food and other products, adverse weather conditions and natural disasters, volatility in the market value of derivatives, economic factors specific to the restaurant industry and general macroeconomic factors including unemployment and interest rates, disruptions in the financial markets, risks of doing business with franchisees and vendors in foreign markets, failure to protect our service marks or other intellectual property, impairment in the carrying value of our goodwill or other intangible assets, a failure of our internal controls over financial reporting, or changes in accounting standards, an inability or failure to manage the accelerated impact of social media and other factors and uncertainties discussed from time to time in reports filed by Darden with the Securities and Exchange Commission.

Important Additional Information

The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from stockholders in connection with the Company's 2014 annual meeting of stockholders (the "Annual Meeting").  Information regarding the names and interests of such participants in the Company's proxy solicitation is set forth in the Company's definitive proxy statement, filed with the SEC on September 9, 2014.  Additional information can be found in the Company's Annual Report on Form 10-K for the year ended May 25, 2014, filed with the SEC on July 18, 2013.  These documents are available free of charge at the SEC's website at www.sec.gov.

The Company will be mailing its definitive proxy statement and proxy card to the stockholders entitled to vote at the Annual Meeting. WE URGE INVESTORS TO READ ANY PROXY STATEMENT (INCLUDING ANY SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY MAY FILE WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain, free of charge, copies of any proxy statement and any other documents filed by the Company with the SEC in connection with the proxy solicitation at the SEC's website at www.sec.gov. In addition, copies will also be available at no charge at the Investors section of the Company's website at http://investor.darden.com/investors/investor-relations/default.aspx.

SOURCE Darden Restaurants, Inc.

Analysts: Matthew Stroud, (407) 245-5288; Media: Bob McAdam, (407) 245-5404
Fri, 05 Sep 2014 08:30:00 -0400

ORLANDO, Fla., Sept. 5, 2014 /PRNewswire/ -- Darden Restaurants, Inc., Orlando, FL, (DRI) will host its Fiscal 2015 First Quarter conference call on Friday, September 12, 2014 at 8:30 am ET.  The conference call will be broadcast live over the Internet.  Gene Lee, COO & President, and other senior management invite you to listen to a discussion of first quarter results. The subjects to be covered may also include forward-looking information, such as the outlook for the current month or quarter, and the company's previously-announced earnings guidance.  Questions may be posed to management by participants on the call and in response the company may disclose additional material information.

A copy of our press release announcing our earnings, the Form 8-K used to file the release with the Securities and Exchange Commission, and any other financial and statistical information about the period covered in the conference call, including any information required by Regulation G, will be available under the heading "Investor Relations" on our website at www.darden.com.

To listen to the call live, please go to the following website at least fifteen minutes early to register, download, and install any necessary audio software.  For those who cannot listen to the live broadcast, a replay will be available shortly after the call.

What:             

Darden Restaurants, Inc. FY15 First Quarter Earnings Conference Call



When:            

8:30 am ET, Friday, September 12, 2014



Where:                       

http://www.videonewswire.com/event.asp?id=100408



How:               

Live over the Internet – Simply log on to the web at the address above

Darden Restaurants, Inc., (NYSE: DRI), owns and operates more than 1,500 restaurants that generate approximately $6.3 billion in annual sales. Headquartered in Orlando, Fla., and employing more than 150,000 people, Darden is recognized for a culture that rewards caring for and responding to people.  In 2014, Darden was named to the FORTUNE "100 Best Companies to Work For" list for the fourth year in a row.  Our restaurant brands – Olive Garden, LongHorn Steakhouse, Bahama Breeze, Seasons 52, The Capital Grille, Eddie V's and Yard House – reflect the rich diversity of those who dine with us.  Our brands are built on deep insights into what our guests want.  For more information, please visit www.darden.com.

SOURCE Darden Restaurants, Inc.: Financial

Analysts - Matthew Stroud, (407) 245-5288; Media - Rich Jeffers (407) 245-4189
Thu, 04 Sep 2014 08:00:00 -0400

Reviews Darden's New Slate of Independent Director Nominees and Highlights Risks Associated With the Full Board Turnover that Starboard Is Seeking

ORLANDO, Fla., Sept. 4, 2014 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE: DRI) today issued the following open letter to shareholders:

Dear Darden Shareholder:

We are writing to you today regarding Darden's upcoming 2014 Annual Meeting of Shareholders, which will be held on October 10, 2014.  At this meeting, you will be asked to make important decisions regarding the Company's Board of Directors that will impact Darden and your investment in the Company.  We urge you to consider the following.

SUBSTANTIAL AND POSITIVE CHANGE IS UNDERWAY.

WE HAVE BEGUN A SEARCH FOR A NEW CHIEF EXECUTIVE OFFICER.

WE HAVE RECONSTITUTED DARDEN'S INDEPENDENT BOARD SLATE, WITH 8 OF 12 INDEPENDENT DIRECTORS NEW THIS YEAR.

As you are aware, Starboard Value L.P. and its affiliates ("Starboard") are seeking to take effective control of the Company by replacing all 12 of Darden's directors with its own nominees at the Annual Meeting. 

The composition of your Board is something we take seriously; the experience and expertise of your directors have been, and will continue to be, drivers of the Company's success.  We also value our shareholders' views.  Thus, we have been speaking directly with many Darden shareholders to hear first-hand what they think about the future leadership of your company.

We understand that while many shareholders recognize Darden's record of long-term performance and value creation, they are also disappointed with the Company's recent performance.  In addition, we appreciate that while many of our shareholders believe in the importance of having a board and leadership team who have a deep understanding of the Company and its strategic shifts over time, they also believe that Darden would benefit from new perspectives.  We also recognize that many Darden shareholders have concerns about the risks and destabilization that would result from a full Board turnover and giving control to a single shareholder's nominees, particularly given the positive momentum we are achieving across our brands, including Olive Garden®. 

The Darden Board is committed to looking at the Company with a fresh perspective and recently announced a new slate that aligns with that priority.  It is a slate that includes four new, highly qualified independent nominees unaffiliated with the Company or Starboard, all of who have served as CEOs of major companies; four returning director nominees, all of who are committed to the positive change Darden is undertaking and to working constructively with the other members of the reconstituted Board; and four seats to be filled by candidates proposed by Starboard.  Under this reconstituted Board, eight of Darden's 12 independent directors would be new to the Board this year. We encourage you to read the additional details about Darden's director nominees and their qualifications at the end of this letter.

Following the upcoming Annual Meeting, the Board will elect a new independent Board chair and will also reconstitute all of the Board's committees, continuing the full revamp of Darden's corporate governance structure.

Darden's new slate, together with the previous announcement that Darden has initiated a search for a new Chief Executive Officer, is significant and meaningful change to the leadership of your company.  This change is consistent with what we believe is in the best interest of all Darden shareholders, and it is consistent with our record of taking action to best position Darden for continued improvement and success. 

DARDEN HAS ALSO MADE CHANGES TO EXECUTIVE COMPENSATION AND INCENTIVE PROGRAMS TO BETTER ALIGN WITH SHAREHOLDER INTERESTS.

As part of the changes to our strategic direction that we announced last year (prior to Starboard's involvement), the Board and its independent Compensation Committee, following consultation with shareholders, significantly amended compensation and incentives for senior management to more directly emphasize same-restaurant-sales growth and free cash flow and create further alignment with shareholder priorities.  We are pleased that these changes have been well received by our shareholders and industry analysts since we announced them in December[1]:

  • "Senior management's compensation/incentive programs are being refined to focus on same-store sales growth and the generation of free cash flows. We believe this is positive as incentives should be more aligned with those of shareholders." (Sterne Agee, 19-December-2013)
  • "Darden has made the strategic decision to realign management compensation to be more correlated with comp growth and free cash growth, versus sales and EPS growth previously. Comp growth correlation will hold management accountable for near-term performance while free cash flow growth over time will align compensation with the long-term success of the portfolio." (Barclays, 19-December-2013)
  • "[W]e applaud management's recognition of the need for increased brand focus, changes to compensation, and overarching prioritization of FCF return vs. growth in what is now a mature industry" (J.P. Morgan, 20-December-2013)

OUR OPERATING INITIATIVES ARE DELIVERING RESULTS. 
BRAND PERFORMANCE, INCLUDING AT OLIVE GARDEN, IS IMPROVING.

DARDEN'S NEW SLATE AVOIDS RISKS TO THIS PROGRESS AND AVOIDS THE DESTABILIZATION THAT WOULD RESULT FROM THE FULL BOARD TURNOVER THAT STARBOARD IS SEEKING.

Darden's new slate provides shareholders with the benefits of new perspectives as well as continuity of experience and expertise.  By providing seats for four of Starboard's nominees on the new Board, the Darden slate also provides Starboard with a meaningful opportunity to participate in the decisions regarding Darden's strategic direction, including the selection of the Company's next Chief Executive Officer.

Like many Darden shareholders, we are concerned that replacing the entire Darden Board, as Starboard is seeking to do, would create a void in constructive leadership that would be significantly destabilizing to the Company.  Indeed, we believe that this disruption would come at the worst time given the early progress we are seeing on the Olive Garden Brand Renaissance, as recently reported, and the growth trajectory of our other brands, including LongHorn Steakhouse and the Specialty Restaurant brands, which include The Capital Grille®, Bahama Breeze®, Seasons 52®, Eddie V's® and Yard House®. 

In our view, such immediate, wholesale change, as advocated by Starboard, ignores the risks associated with a Board that has no direct knowledge of Darden's current operations and the substantial actions underway to improve performance.  Given the positive momentum we are achieving in Darden's operations, we believe it would be detrimental to your company and the value of your investment to delay the actions we are taking so that an entirely new Board could get up to speed. 

Darden's foundation is our people – over 150,000 in number – and the ability of our team to provide the service and quality our guests expect.  Our Board is concerned that creating a climate of uncertainty regarding the Company's leadership and strategic direction – which we believe would be the case if all of Darden's directors were removed – would rattle this foundation, disrupt our ability to continue executing on our goals and ultimately negatively impact our guests. 

In recognition of the significant risks associated with a full turnover of Darden's Board that Starboard is seeking, as well as the distraction and costs associated with Starboard's proxy contest, we have made numerous attempts to reach an agreement with Starboard that would enable us to avoid this proxy contest.

However, Starboard has, to date, rejected the proposals we have made.  We are disappointed that rather than work with us to achieve a mutually acceptable resolution that serves the interests of all Darden shareholders, Starboard remains set on pursuing its costly and disruptive proxy contest to take control of your company.  In doing so, Starboard appears to be putting its interests ahead of your own.  By attempting to replace all 12 members of Darden's Board with its own preferred nominees, Starboard is seeking effective control of the Company – representation which is disproportionate to Starboard's approximate 8.8% stake in Darden and which does not offer Darden shareholders a control premium for such change in control.

NEW SLATE PROVIDES FRESH PERSPECTIVES AND CONTINUITY OF EXPERIENCE FROM HIGHLY QUALIFIED INDEPENDENT NOMINEES.

Darden's slate of director nominees includes highly qualified individuals to support the development, oversight and execution of Darden's operating and brand initiatives, including the turnaround of Olive Garden and the brand renaissance plan. 

The Company's four new independent nominees, all of whom are current or former Chief Executive Officers, strengthen Darden's slate with additional international restaurant, franchise, consumer, real estate and operations expertise.

Three of these new independent nominees – Gregory L. Burns, Steve Odland and Enrique Silva – were first identified through a process that began in January 2014 in the context of identifying highly qualified independent director candidates in the event that Darden spun-off Red Lobster into a standalone publicly traded company with its own Board of Directors.  As part of that process, Mr. Burns was first identified by Darden's independent auditor, Mr. Odland by an independent non-management director, and Mr. Silva by a former executive officer of one of the Company's brands.  Spencer Stuart, a leading director and executive search and recruiting firm, was hired in March 2014 to evaluate the director nominees.  The fourth new independent nominee, Jeffery H. Fox, was identified to the Board by an outside advisor to the Board.  Each of the nominees for election at the Annual Meeting was recommended by the Nominating and Corporate Governance Committee of Darden's Board.

These four new independent nominees will complement Darden's four returning directors, who provide important and deep understanding of Darden's operations and the shifts in industry and consumer trends over time.  By joining this knowledge base with the fresh ideas and new perspectives provided by the four new independent directors on our slate, we believe we can accelerate the progress we are making to improve performance across our brands and enhance shareholder value.  Darden's returning directors are committed to bringing their knowledge of Darden to the reconstituted Board and look forward to working closely and constructively with all eight of Darden's new directors to realize these objectives.  

All of Darden's nominees have proven records of value creation, and all bring skills and insights that we believe will help fortify Darden's position as a premier full-service restaurant company, including experience:

  • Leading global consumer and retail companies with skill sets in operations, food service and restaurants, hospitality, consumer marketing/brand building, supply chain and distribution management, and consumer packaged goods;
  • Developing and successfully executing significant corporate turnarounds through operational improvements, increased financial discipline and exiting of non-core businesses;
  • Optimizing asset portfolios through franchising, real estate development, and mergers and acquisitions, with many of Darden's independent directors directly overseeing or guiding the strategic direction of substantial real estate portfolios;
  • Serving as senior executive leaders at other publicly traded companies, including in the roles of Chairman, Chief Executive Officer, Chief Operating Officer, as well as serving in Board committee leadership roles and as individual directors; and
  • Developing strategies and policies in other key areas, including technology, human resources, and corporate governance.

The leadership of these director nominees is complemented by Darden's deep management team, including Darden's President and Chief Operating Officer, Specialty Restaurant Group President and seven brand Presidents, who collectively have over 225 years of combined restaurant operations experience and a proven record in running restaurant operations at Darden and elsewhere.

WE HAVE TAKEN IMPORTANT STEPS TOWARDS A NEW, IMPROVED DARDEN.

Your company has revamped its governance and oversight structure with a Board that will include eight of 12 directors new this year and only four continuing directors.  Your company has initiated a search for a new Chief Executive Officer, which will be overseen by the new Darden Board.  Following this election, your company's Board will also have a brand new independent Chairman.  This is real, meaningful and substantial change.

As one of the Company's largest shareholders, we support Starboard's representation on the Board, which is why we have provided one-third of the Board seats for Starboard's candidates.  However, we caution shareholders not to overcompensate for the Company's recent performance by ceding total control to Starboard which is not paying shareholders a control premium. 

This election will give shareholders the opportunity to pick the directors that shareholders believe will build long-lasting value by representing the interests of ALL Darden shareholders.

SUPPORT THE PROGRESS WE ARE MAKING.

SUPPORT A BALANCED SLATE THAT SERVES THE BEST INTEREST OF ALL DARDEN SHAREHOLDERS.

Darden's director nominees are proven leaders in their respective fields with knowledge and expertise relevant to the needs of the business and the Company's strategies.  With the addition of four new independent nominees unaffiliated with the Company or Starboard, and four nominees proposed by Starboard, Darden's slate also provides fresh perspectives and meaningful representation for Starboard.  Together with a new Chief Executive Officer, the search for whom is underway, this is real change for your company.

We urge you to support this change and continued progress on Darden's operating priorities by rejecting Starboard's efforts to take control of Darden by replacing all 12 members of the Board with its own preferred nominees and without paying a control premium.

On behalf of Darden's Board of Directors, thank you for your continued support.

Sincerely,

/s/ Charles A. Ledsinger Jr.

Charles A. Ledsinger Jr.
Independent Non-Executive Chairman of the Board

Innisfree M&A Incorporated is serving as the Company's proxy solicitor and can be contacted toll-free at (877) 825-8631.

About Darden's Four New Independent Nominees

Gregory L. Burns is a 26-year veteran of the restaurant industry having led O'Charley's Inc., a multi-concept restaurant company, as Chief Executive Officer for 14 years and serving as its Chairman for 13 years.  Mr. Burns' expertise focuses on brand management through high-quality food and beverage, and service execution.  Mr. Burns also has a track record of successfully developing long-term strategic business plans that encompass and balance operations and new unit growth with capital requirements.

Under Mr. Burns' leadership, O'Charley's grew from a single to multi-brand platform with 371 company-owned restaurants and franchises in 28 states operating under the O'Charley's, Ninety Nine Restaurant and Stoney River Legendary Steaks brands with almost 25,000 employees.  Mr. Burns also oversaw the acquisition, development and expansion of a full service manufacturing, distribution and commissary operation, which the Company sold in 2006. 

Mr. Burns currently serves as President and Chief Executive Officer of The Gregory Burns Consulting Group, LLC, and is a member of the Board of Directors of Pinnacle Financial Partners, Inc.  Previously, he was the founder, President and Chief Executive Officer of NeighborMD Management, LLC, developer of branded retail urgent care centers, which was sold to a JV between HCA and CareSpot Express Healthcare in 2013.

Jeffrey H. Fox brings significant leadership, executive management, strategic planning, investment and operations experience to the Darden Board.  Mr. Fox serves as non-executive Chairman of the Board of Convergys Corporation, a market-leading customer management company with $3 billion in revenue, $350 million in EBITDA, and 125,000 global employees.  Prior to becoming Chairman, Mr. Fox served as President and Chief Executive Officer of Convergys and led the Company's transformation from a multi-line business services supplier into a market leader in the customer management business.  This transformation involved divesting approximately $900 million of non-core assets while improving the operating performance of the core customer management business.  Mr. Fox first joined Convergys as a director in February 2009 in connection with an agreement with Convergys' then largest shareholder, JANA Partners LLC.

Prior to joining Convergys, Mr. Fox founded the investment and advisory firm Circumference Group.  As founder, Mr. Fox assembled a team of seasoned operators and led the team through a sector-focused public and private investing platform.  Mr. Fox is actively involved in Circumference Group as its majority owner.

Mr. Fox also provides experience leading consumer facing companies, including serving as a current Director of Avis Budget Group, Inc., and previously as Chief Operating Officer of Alltel Corporation.  Prior to Alltel's acquisition by Verizon Wireless in January 2009, Alltel was the fifth largest wireless company in the United States with over $10 billion in revenues, $3.5 billion in EBITDA and 16,000 employees. 

Prior to Alltel, Mr. Fox worked in investment banking for 10 years with Stephens Inc., preceded by two years with Merrill Lynch; he specialized in merger and acquisition advisory services for public and private companies.

Steve Odland has an extensive background in business and corporate governance, successfully leading major companies, including two Fortune 500 companies, through highly challenging environments.  He has led multiple companies in industries directly related to Darden, such as the food and consumer industries, reinvigorating brands, growing sales through new marketing and merchandising programs, expanding margins and improving customer service metrics.  In addition, he has many years of experience in multi-unit retail, including overseeing real estate site optimization, selection, development and expansion.

Previously Mr. Odland served as Chairman and Chief Executive Officer of Office Depot; Chairman, President, and Chief Executive Officer of AutoZone; Chief Operating Officer of Ahold USA; President and Chief Executive Officer of Tops Markets, Inc.; President of the Foodservice Division of Sara Lee Bakery; and was employed in various executive positions by The Quaker Oats Company.  He currently serves as a Director of General Mills and previously served on the Board of Directors of Peapod, Inc. 

Mr. Odland also possesses a strong policy background.  He currently serves as President and Chief Executive Officer of The Committee for Economic Development.  Previously, he was Chairman of the Business Roundtable's Corporate Governance Task Force; a U.S. Presidential appointee as a Commissioner on the National Surface Transportation Policy and Revenue Study Commission; a member of the Committee on Capital Markets Regulation; a U.S. Presidential Appointee on the Council on Service and Civic Participation; a member of the Advisory Council of the Institute for Corporate Ethics; a member of the Advisory Council, University of Notre Dame Mendoza College of Business; and a member of the Florida Council of 100.

Previously, Mr. Odland was also an Adjunct Professor at the Lynn University and Florida Atlantic University graduate schools of business.

Enrique Silva, President, Chief Executive Officer and a member of the Board of Directors of Checkers Drive-In Restaurants, Inc., brings more than 20 years of international restaurant experience and a successful track record of partnering with private equity owners to drive strategic growth and turnaround initiatives.  Checkers is the #1 operator of double drive-through fast-food restaurants, operating approximately 800 units across 30 states under two brands: Checkers and Rally's.  Over 40% of the restaurants are owned and operated as company restaurants and the balance of the restaurants are franchised. 

Since joining the Company in 2007, Mr. Silva has led a comprehensive restructuring and expansion of the Checkers/Rally's business.  He recruited industry-leading talent to the management team, led the development of a new brand strategy, directed the implementation of best-in-class operating and performance management systems, and implemented a set of core values that have become the foundation of the brands' culture.  These actions have resulted in category-leading sales growth, with almost four straight years of consecutive comp sales increases every quarter largely driven by traffic, and substantial improvements across all aspects of operations, including restaurant-level profitability, menu and guest satisfaction. 

Prior to Checkers, Mr. Silva served in a number of leadership roles at Burger King Corporation for more than 13 years.  As President of their Latin American region, he grew the Burger King brand across South & Central America, Mexico and the Caribbean.  Mr. Silva also ran their U.S. Company Operations, where he oversaw more than 600 company restaurants with a team of 15,000 employees and led the financial, operational and cultural turnaround of those restaurants.  As Senior Vice President, Franchise Operations, he was responsible for more than 3,300 franchise restaurants in the U.S. and Canada.

Mr. Silva has received numerous awards and recognitions for his business achievements, including being named by Nation's Restaurant News as one of the 2014 "10 Restaurant Executives to Watch," being a 2013 Ernst & Young Entrepreneur of the Year finalist, and being recognized as one of the "100 Most Influential Hispanics" in the US by Hispanic Business Magazine.

About Darden's Four Incumbent Independent Nominees

Michael W. Barnes brings to Darden experience as Chief Executive Officer, Chief Operating Officer and as a director of other consumer branded and retail companies, including Signet Jewelers and Fossil.  In these roles, he has developed, implemented and overseen growth strategies like those underway at Darden, built on superior customer service, compelling product offerings, technology and digital initiatives, and targeted advertising and promotion campaigns.

The success of these strategies is reflected in the value created by the companies in which Mr. Barnes has led.  For example, since becoming Chief Executive Officer of Signet Jewelers, the nation's largest specialty jeweler and parent of Kay Jewelers and Jared, in January 2011, Signet's stock price has increased over 177%[2], the Company has achieved substantial gains in revenue and earnings per share, and expanded its footprint, including the recent $1.4 billion acquisition of Zale CorporationSignet Jewelers' value creation reflects its successful strategic growth initiatives, including creating an outstanding customer experience, delivering compelling merchandise, heightening awareness through advertising investment, and offering customer finance programs to support its customers' purchases and drive sales.  

Mr. Barnes was also part of the management team that took Fossil public in 1993 and contributed to the continuing financial success and growth of the business as President and Chief Operating Officer.  In his roles, he oversaw Fossil's state-of-the-art international sourcing and supply chain operations, led business development, and managed the relationships with many of Fossil's retail and licensing/brand partners. In addition, he helped the Company diversify into other businesses and categories outside of its wholesale branded and licensed watches.

Christopher J. Fraleigh brings to Darden 25 years of experience in consumer products, retail and food services, including serving as Chairman and Chief Executive Officer of Shearer's Foods, a global manufacturer of snack foods, where he has doubled the business in the last two years through both organic growth and acquisitions.  In his previous role as Chief Executive Officer of Sara Lee North America, Mr. Fraleigh built a global retail and food-services business around brands such as Jimmy Dean, Ball Park, Sara Lee and Hillshire Farms, and helped lead Sara Lee's 2011 decision to split into two publicly traded companies.

In addition to his strategic achievements as CEO of the $7 billion Sara Lee North America, Mr. Fraleigh's record of value creation is reflected in the Company's financial and operating performance.  In particular, during his 6 1/2 year tenure:

-   Operating profit more than doubled with significant gains across operating segments, including Retail, Foodservice and Fresh Bakery;
-   Supply chain was enhanced with improvements in innovation, pricing and plant automation, which resulted in significant cost reductions and increased efficiencies;
-   Sara Lee increased share in 11 of 12 categories, realized 25% growth in key items carried in-store, increased shelf space by 35%, and expanded strategic relationships with top retailers; and
-   The Company restructured all divisions and optimized its brand portfolio through the acquisition of new brands and the sale or shutdown of non-core assets.

Mr. Fraleigh's experience also includes his executive roles at General Motors Corporation's GMC-Buick-Pontiac division and at PepsiCo, where he accelerated both revenue and earnings growth for brands including Cadillac, Pepsi and Mountain Dew.  As a result of his collective experience, Mr. Fraleigh provides Darden with valuable insight in consumer marketing/brand building, franchising, and supply chain management and distribution.

Michael D. Rose brings extensive knowledge of the restaurant, food and consumer industries, gained serving as a director of Darden and as General Mills' current independent Lead Director. Mr. Rose also has extensive experience executing spin-offs and divestitures.  Darden also benefits from his finance and accounting expertise, as well as the considerable executive management and corporate governance experience he has gained through his years of service on the boards and leadership teams of other public companies, including REITs and other hospitality- and restaurant-focused companies.

Over the course of his executive leadership career as Chairman and Chief Executive Officer of other companies, Mr. Rose has overseen and directed:

-   The successful turnaround of a leading regional financial institution through recruiting a new management team, the sale of non-core businesses, completing significant debt refinancings and capital raises, and employee and community engagement;
-   The growth of The Promus Companies (an owner of hotels operating under the Embassy Suites, Hampton Inn and Homewood Suites brands), including its merger with Doubletree Corporation and subsequent sale for $3.7 billion to Hilton Hotels Corporation in 1999;
-   The growth and spin-off of Harrah's Entertainment Inc. from Promus.  Under his leadership, Harrah's became one of the largest casino companies in the world. Promus Companies was created following the divestiture of the Holiday Inn brand for over 13x EBITDA.  During his tenure, Promus was named as the highest performing large cap stock of the NYSE for the decade of the 1980s by Fortune Magazine;
-   The growth and expansion of Holiday Inns Hotel Brands, which was sold in two transactions for more than $3 billion.  Mr. Rose served as Chief Executive Officer of Holiday Inns Inc. when it was the largest hotel chain in the world; and
-   Holiday Inns, Inc.'s acquisition of Perkins Cake & Steak, a national chain of family restaurants.  Perkins was formulated on the same successful strategy as Holiday Inn – identical establishments with similar menus and uniform quality standards.

In light of his many accomplishments and track record in the hospitality industry, Mr. Rose was selected to receive the Lifetime Achievement Award at the inaugural Americas Lodging Investment Summit.  Mr. Rose was also elected to the Lodging Hospitality Hall of Fame, the Gaming Hall of Fame and was named by Corporate America's Outstanding Directors Top 10 Directors of the Year in 2000.

Maria A. Sastre brings to Darden a record of accomplishment leading companies and serving on boards that have been category leaders in the hospitality, retail (supermarkets), transportation, and aviation industries.  Her expertise in North American and International Operations, Supply Chain and Distribution, Customer Service, Mergers and Acquisitions, Corporate Finance, Marketing and Real Estate Management have supported Darden and its brands across numerous strategic business initiatives.

Ms. Sastre has been President and Chief Operating Officer of Signature Flight Support Corporation (Signature), the premier fixed based operations network for private aviation services, since January 2013. She served as Chief Operating Officer of Signature from May 2010 until January 2013.

Ms. Sastre also served as Vice President of International Sales and Marketing, Latin America and Caribbean, for Royal Caribbean International, Celebrity Cruises and Azamara Cruises, all units of Royal Caribbean Cruises, Ltd., a global cruise line company, from January 2005 to September 2008. In this role, she led strategic growth in emerging markets. She held additional Executive roles with Royal Caribbean International, as Vice President of Hotel Operations from 2000 to 2004, managing all aspects of Hotel Operations, Food & Beverage, Entertainment and the Guest Experience for the entire fleet. 

Prior to Royal Caribbean, Ms. Sastre was with United Airlines, where she held Executive positions in North America and Global Customer Services.  At United Airlines, she was also responsible for International Operations and International Expansion and the launch of e-technology systems, completely changing and improving the customer service experience.

In addition to serving on the Board of Darden Restaurants, Ms. Sastre serves on the Board of Publix Super Markets, renowned as a category leader in customer satisfaction.  She also served on the Board of Laidlaw International through its emergence from bankruptcy, its turnaround and ultimate sale.  Ms. Sastre has been recognized as a Top 10 Hispanic American Leader by Hispanic Executive in 2013 and a Top 100 Most Influential Hispanic by Hispanic Business in 2011.

About Darden Restaurants

Darden Restaurants, Inc., (NYSE: DRI), owns and operates more than 1,500 restaurants that generate approximately $6.3 billion in annual sales. Headquartered in Orlando, Fla., and employing 150,000 people, Darden is recognized for a culture that rewards caring for and responding to people. In 2014, Darden was named to the FORTUNE "100 Best Companies to Work For" list for the fourth year in a row. Our restaurant brands – Olive Garden, LongHorn Steakhouse, Bahama Breeze, Seasons 52, The Capital Grille, Eddie V's and Yard House – reflect the rich diversity of those who dine with us. Our brands are built on deep insights into what our guests want. For more information, please visit www.darden.com.

Information About Forward-Looking Statements

Forward-looking statements in this communication regarding our ability to accelerate the improvement of performance across our brands and enhance shareholder value and all other statements that are not historical facts, including without limitation statements concerning our future economic performance, plans or objectives and expectations regarding the sale of Red Lobster, benefits to Darden and its shareholders from such sale and related matters, are made under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Any forward-looking statements speak only as of the date on which such statements are made, and we undertake no obligation to update such statements to reflect events or circumstances arising after such date except as required by law. We wish to caution investors not to place undue reliance on any such forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties that could cause actual results to materially differ from those anticipated in the statements. The most significant of these uncertainties are described in Darden's Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports). These risks and uncertainties include the ability to achieve Darden's strategic plan to enhance shareholder value including realizing the expected benefits from the sale of Red Lobster, actions of activist investors and the cost and disruption of responding to those actions, including any proxy contest for the election of directors at our annual meeting, food safety and food-borne illness concerns, litigation, unfavorable publicity, risks relating to public policy changes and federal, state and local regulation of our business including health care reform, labor and insurance costs, technology failures, failure to execute a business continuity plan following a disaster, health concerns including virus outbreaks, intense competition, failure to drive sales growth, our plans to expand our smaller brands Bahama Breeze, Seasons 52 and Eddie V's, a lack of suitable new restaurant locations, higher-than-anticipated costs to open, close, relocate or remodel restaurants, a failure to execute innovative marketing tactics and increased advertising and marketing costs, a failure to develop and recruit effective leaders, a failure to address cost pressures, shortages or interruptions in the delivery of food and other products, adverse weather conditions and natural disasters, volatility in the market value of derivatives, economic factors specific to the restaurant industry and general macroeconomic factors including unemployment and interest rates, disruptions in the financial markets, risks of doing business with franchisees and vendors in foreign markets, failure to protect our service marks or other intellectual property, impairment in the carrying value of our goodwill or other intangible assets, a failure of our internal controls over financial reporting, or changes in accounting standards, an inability or failure to manage the accelerated impact of social media and other factors and uncertainties discussed from time to time in reports filed by Darden with the Securities and Exchange Commission.

Important Additional Information

The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from stockholders in connection with the Company's 2014 annual meeting of stockholders (the "Annual Meeting").  Information regarding the names and interests of such participants in the Company's proxy solicitation is set forth in the Company's preliminary proxy statement, filed with the SEC on July 31, 2014, as amended, and the Company revocation solicitation statement, filed with the SEC on April 1, 2014.  Additional information can be found in the Company's Annual Report on Form 10-K for the year ended May 25, 2014, filed with the SEC on July 18, 2013.  These documents are available free of charge at the SEC's website at www.sec.gov.

The Company will be mailing a definitive proxy statement and proxy card to the stockholders entitled to vote at the Annual Meeting.  WE URGE INVESTORS TO READ ANY PROXY STATEMENT (INCLUDING ANY SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY MAY FILE WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  Stockholders will be able to obtain, free of charge, copies of any proxy statement and any other documents filed by the Company with the SEC in connection with the proxy solicitation at the SEC's website at www.sec.gov.  In addition, copies will also be available at no charge at the Investors section of the Company's website at http://investor.darden.com/investors/investor-relations/default.aspx.

[1] Permission to use quotations in these materials was neither sought nor obtained.
[2] As of August 29, 2014

SOURCE Darden Restaurants, Inc.

(Analysts) Matthew Stroud, (407) 245-5288 or (Media) Bob McAdam, (407) 245-5404