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
Mon, 24 Nov 2014 09:00:00 -0500

Orlando, Fla. – (Nov. 24, 2014) – For the third consecutive year, Darden Restaurants scored 100 out of 100 on the Human Rights Campaign (HRC) 2015 Corporate Equality Index (CEI), one of 366 companies to do so. The HRC’s annual index is a renowned national benchmarking tool for U.S. businesses in the increasingly important issue of lesbian, gay, bisexual and transgender (LGBT) inclusion and equality in the workplace.

“Diversity and inclusion are business imperatives at Darden, and our commitment extends to and embraces the LGBT community,” said Daisy Ng, Chief Human Resources Officer for Darden. “Fostering a diverse workforce further enables us to retain the best, most talented team members in the industry and deliver on our core purpose – ‘to nourish and delight everyone we serve’.”

A total of 971 businesses – including the entire Fortune 500 – were rated on a number of factors grouped within four main criteria: equal employment opportunity policy; employment benefits; organizational LGBT competency; and public commitment to LGBT-specific efforts. Businesses rated 100% are recognized as “Best Places to Work for LGBT Equality.”

"In order to achieve a perfect score, a company has to show a deep and serious commitment to treating their LGBT employees fairly and equally on the job,” said HRC President Chad Griffin. “We also look at whether a company is speaking out in the public square to advocate for LGBT equality here in this country and around the world. Darden not only meets these standards, it goes above and beyond the call of duty, making commitment to equality a fundamental aspect of its corporate values."

Since its founding in 1938, Darden has welcomed and celebrated the diversity of its guests, employees, suppliers and the communities it serves. To maximize the potential of employees, Darden has implemented a number of programs focused around the diversity of its workforce, suppliers and local communities, including a curriculum-based Diversity Learning Experience (DLE) for leaders at all levels of the company. More than 17,000 leaders have participated in DLE training since it was implemented nearly 10 years ago.

About the Human Rights Campaign
The Human Rights Campaign is America’s largest civil rights organization working to achieve lesbian, gay, bisexual and transgender equality. By inspiring and engaging all Americans, HRC strives to end discrimination against LGBT citizens and realize a nation that achieves fundamental fairness and equality for all. Launched in 2002, the HRC’s Corporate Equality Index has become the gold standard for corporate policies and practices related to LGBT employees and their families. View the full report at www.hrc.org/cei.

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.

Tue, 18 Nov 2014 16:30:00 -0500

Actions Will Sharpen Focus on Operations and Guest Experience While Reducing Costs
Plan Includes Senior Leadership Changes, Streamlining of Support and Operations Functions, and Closure of Corporate Aviation Department

ORLANDO, Fla., Nov. 18, 2014 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE: DRI) today announced several leadership changes and strategic actions in order to increase the focus on restaurant operations and improve the guest experience.  These changes will better position Darden to win the battle for market share across all of its concepts.

These actions include the following: 

  • Streamlining its support functions to further facilitate guest-focused work that benefits the restaurants and reduces G&A spending.
  • Eliminating a layer of operations field management at Olive Garden and LongHorn to provide greater visibility and accountability for restaurant leadership.
  • Closing Darden's aviation operations.

"Winning market share, improving same-restaurant-sales and achieving best-in-class profitability are our key operational objectives going forward, so we need to fine-tune our approach to the business to make sure we are laser-focused on these initiatives," said Darden Interim Chief Executive Officer Gene Lee.  "The actions announced today are critically important steps in becoming more efficient in how we support the restaurants.  This includes limiting the number of distractions that divert our attention from what matters most – continually working to improve the food and service we offer our guests."

In addition to improving focus and providing better support for the company's restaurants, today's announcement will lead to approximately $20 million in annualized cost savings through a reduction in General and Administrative expenses.  The company expects savings of approximately $10 million this fiscal year which will mitigate anticipated near-term cost increases in dairy, beef and other commodities.

Senior Leadership Changes

Brad Richmond, Chief Financial Officer for the past eight years, announced his intention to retire after 32 years with the company.  His retirement will be effective at the end of March 2015 or sooner if a successor is appointed.  Internal and external candidates will be considered as the company identifies his replacement.

Daisy Ng, Chief Human Resources Officer, will transition out of her role after more than nine years with Darden.  Danielle Kirgan, currently Senior Vice President, Human Resources, Specialty Restaurant Group and Total Rewards, will assume Ms. Ng's position effective January 5, 2015.  Ms. Ng will assist in the transition and support the work of the Board of Directors including the work of the Compensation Committee.

Bob McAdam, SVP Government and Community Affairs for the past eight years, will depart the company at the end of the calendar year.  He will assist the company through the end of the calendar year to transition his responsibilities to other functions within the company.

Mr. Lee said, "We are grateful for the contributions that each of these leaders has made to Darden and we wish them well as they look to their future."

Support Functions

In addition to the leadership changes, the Company announced it is streamlining its support staff structure in an effort to create a more efficient and nimble organization.  This restructuring will have a direct impact on approximately 60 employees and the company will also eliminate 25 open positions. 

The new structure is designed to eliminate inefficiencies and ensure the support functions are focused on guest-facing initiatives.  The changes occurred at all levels across the marketing, development, aviation, external affairs and field operations management functions. 

Mr. Lee said, "While these changes will significantly improve how we operate, it is always difficult to take actions that have an impact on the dedicated individuals who have made significant contributions to our company.  Departing employees will receive severance and other benefits appropriate to their position and tenure that are consistent with our values.  We thank them for their contributions to Darden."

Restructuring Olive Garden and LongHorn Field Leadership

The company will eliminate one layer of field operations supervision to provide greater line of sight for restaurant leadership teams.  This streamlining is expected to result in improvements in both visibility and accountability as the brand leaders at Olive Garden and LongHorn continue to work on improving the guest experience.

Corporate Aviation

Concurrent with the support restructuring, the Company has made the decision to close down its aviation department.  The Company will cease flight operations immediately and expects to sell its aircraft in due course.

Charges Related to These Actions

As a result of today's news, the Company anticipates incurring one-time charges during this current second fiscal quarter of 2015.  The charges primarily consist of severance and other costs associated with the Company's private aviation operation.  Details will be discussed on the Company's second quarter earnings call on December 16. 

Investor Relations

As part of the restructuring, there has been a change in the investor relations contact person.  For investor relations inquiries, please contact Rick Cardenas at (407) 245-5892.

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, 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, 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.

Media: Ron DeFeo (407) 245-5562; Analysts: Rick Cardenas (407) 245-5892
Thu, 13 Nov 2014 08:30:00 -0500

ORLANDO, Fla., Nov. 13, 2014 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE: DRI) today announced that, following a comprehensive review of the Company's corporate governance practices, the Board of Directors is implementing a number of reforms designed to ensure that the Company's policies are aligned with shareholder interests and corporate governance best practices.  In addition to taking immediate action, the Board has also recommended changes that would require shareholder approval at the company's 2015 Annual Meeting of Shareholders. 

"The Board has a responsibility to be responsive to our shareholders and align with corporate governance best practices," said Jeff Smith, Chairman of the Board.  "We have already implemented a number of changes and we will seek shareholder approval for several more – chief among them being increased transparency, improved accountability, and enhanced shareholder engagement."

The changes include, but are not limited to, the following:

  • Termination of the Company's Shareholder Rights Plan ("Poison Pill") – The Company has eliminated the Poison Pill by amending the Rights Agreement to expire on November 28, 2014 rather than May 25, 2015.
  • Majority Voting Standard for Election of Directors – The Company has adopted a majority voting standard in uncontested elections.
  • Political Contributions and Lobbying Report – The Company has amended its political engagement and disclosure policy to provide additional disclosure of its political contributions and lobbying efforts.
  • Ability of Shareholders to Call a Special Meeting – The Board has resolved to recommend for shareholder approval, at the Company's next annual meeting, an amendment to the Charter to provide a 10% voting threshold to call a special meeting.
  • Elimination of Supermajority Vote for Certain Charter Amendments – The Board has resolved to recommend for shareholder approval, at the Company's next annual meeting, an amendment to the relevant provisions of the Charter to eliminate the supermajority requirement.

A complete overview of the Company's corporate governance reforms can be found on the Events & Presentations page within the Investors section of the Company's website.

In addition to the corporate governance reforms, the Board also adopted a revised peer group for compensation benchmarking, which better matches the company's size and profile.  This new peer group will assist the board in further aligning compensation practices with shareholder interests. 

Finally, the Company announced it has moved its previously scheduled December 19 second quarter earnings release and conference call for analysts and investors to December 16.

The Company will be distributing a definitive proxy statement to the shareholders 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 possible proxy solicitations 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

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.

Logo- http://photos.prnewswire.com/prnh/20050203/FLTH026LOGO

SOURCE Darden Restaurants, Inc.: General

(Analysts) Matthew Stroud, (407) 245-5288, (Media) Bob McAdam, (407) 245-5366
Wed, 05 Nov 2014 09:12:00 -0500

ORLANDO, Fla., Nov. 5, 2014 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE: DRI) today announced it has retained Korn Ferry, a leading global executive search firm, to assist the Company with the recruitment of its next Chief Executive Officer.  The Company's Board of Directors CEO Search Committee is leading and managing the search process, which will include both internal and external candidates.

"The selection of Darden's next CEO is our top priority," said Jeff Smith, Chairman of the Board and Chair of the CEO Search Committee.  "With the new Board now firmly in place, we wanted to work with a leading search firm that will give us a fresh perspective to help identify the best and most appropriate talent for Darden.  We are pleased to be working with Korn Ferry as our highly capable partner for this critically important search."

Smith continued, "Although no candidates have been formally interviewed yet, either by the current Board or the former Board, Korn Ferry, in conjunction with the CEO Search Committee, is working expeditiously to identify the next leader of Darden."

Concurrent with this announcement, the Company is concluding its work with Russell Reynolds Associates, effective immediately. 

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.

Logo - http://photos.prnewswire.com/prnh/20050203/FLTH026LOGO

SOURCE Darden Restaurants, Inc.: General

(Analysts) Matthew Stroud, (407) 245-5288; (Media) Bob McAdam, (407) 245-5366
Thu, 16 Oct 2014 09:42:00 -0400

Former Director Bill Simon Returning, Providing Valuable Insights and Continuity

ORLANDO, Fla., Oct. 16, 2014 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE: DRI) today announced that its Board of Directors has appointed William S. Simon to the company's Board, effective immediately. As a result of this action, the Board also voted to expand the number of seats on the Board to 13. Simon, most recently the Chief Executive Officer of Walmart U.S. and a former senior executive at Brinker International, previously served on Darden's Board for two years but did not stand for re-election at the Company's Annual Meeting earlier this month.  The Board will continue to evaluate additional qualified candidates and may, or may not, make an additional appointment to the Board in the future.

Speaking on behalf of the Board, Jeffrey C. Smith, Darden's Independent Non-Executive Chairman, commented, "My fellow Board members and I are pleased that Bill has agreed to return as a Director.  As previously indicated, we were willing to consider the right former director with the skill sets, experience and perspectives that would best complement the new Board members. Given Bill's extensive experience leading global consumer retail companies as well as his experience with companies in the restaurant, food and beverage industries, he certainly fits that criteria."

Commenting on the appointment, Simon said, "Darden has a solid foundation in place, and I'm excited to be a part of the new Board as we work to build on the current momentum and unlock the Company's full potential."

Simon, 55, served as President and Chief Executive Officer of Walmart U.S. from June 2010 to August 2014. Previously, he served as Executive Vice President and Chief Operating Officer of Walmart U.S. from March 2007 to June 2010 and Executive Vice President of Professional Services and New Business Development from March 2006 to March 2007. Prior to joining Walmart, Simon held senior executive positions at Brinker International, Inc., Diageo North America, Inc. and Cadbury Schweppes plc. Simon also served as Secretary of the Florida Department of Management Services and served 25 years in the U.S. Navy and Naval Reserves.

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, 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, 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.: General

(Analysts) Matthew Stroud, (407) 245-5288, (Media) Bob McAdam, (407) 245-5404
Tue, 14 Oct 2014 09:00:00 -0400

Jeffrey Smith Appointed Independent Non-Executive Chairman of the Board
Gene Lee to Serve as Interim CEO

ORLANDO, Fla., Oct. 14, 2014 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE: DRI) today announced that its independent Inspector of Elections has certified the results of the Company's 2014 annual meeting. Accordingly, shareholders have elected all 12 Starboard-nominated directors to Darden's Board of Directors. They are: Betsy S. Atkins, Margaret Shan Atkins, Jean M. Birch, Bradley D. Blum, Peter A. Feld, James P. Fogarty, Cynthia T. Jamison, William H. Lenehan, Lionel L. Nowell, III, Jeffrey C. Smith, Charles M. Sonsteby, and Alan N. Stillman.

The Company's new Board has appointed Jeffrey C. Smith as Independent Non-Executive Chairman of the Board.  The Board also appointed Gene Lee, previously President and Chief Operating Officer, as interim Chief Executive Officer.  Mr. Lee succeeds Clarence Otis, who has stepped down from his role as CEO, effective immediately.

Mr. Smith said, "The new Board and I have appreciated the energy and attitude from within the organization.  Gene has proven to be an outstanding leader at Darden, and we are excited to work closely with him as our interim Chief Executive Officer.  The Board's Search Committee will conduct a full search for the next CEO of Darden, which will include both internal and external candidates."

Commenting on the appointment, Mr. Lee said, "I am thrilled with the opportunity provided by the Board to lead the Company and our 150,000 employees as we accelerate the progress at all of our brands.  Our teams are energized and looking with optimism at the opportunities ahead.  Everyone at Darden is focused on delivering an outstanding experience to every guest, every time, and with that level of commitment, our company will succeed."

Darden today also announced the appointment of the Board's committee chairs, effective immediately:

  • Cynthia T. Jamison: Audit Committee
  • Jeffrey C. Smith: CEO Search Committee
  • James P. Fogarty: Compensation Committee
  • William H. Lenehan: Finance and Real Estate Committee
  • Betsy S. Atkins: Nominating and Governance Committee

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, 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, 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.

Darden Contacts: (Analysts) Matthew Stroud, (407) 245-5288, or (Media) Bob McAdam, (407) 245-5404
Fri, 10 Oct 2014 09:44:00 -0400

New Board Excited to Immediately Begin Working with Darden's Dedicated Employees to Create Substantial Value for the Benefit of All Shareholders

ORLANDO, Fla., Oct. 10, 2014 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE: DRI) today announced that, based on the preliminary vote count provided by its proxy solicitor following the Company's 2014 Annual Meeting, shareholders have elected all 12 Starboard-nominated directors to Darden's Board of Directors including: Betsy S. Atkins, Margaret Shan Atkins, Jean M. Birch, Bradley D. Blum, Peter A. Feld, James P. Fogarty, Cynthia T. Jamison, William H. Lenehan, Lionel L. Nowell, III, Jeffrey C. Smith, Charles M. Sonsteby, and Alan N. Stillman.

Speaking on behalf of Darden's newly elected Board, Jeffrey C. Smith, Chief Executive Officer of Starboard, said, "Darden has an incredibly strong foundation that reflects its iconic and growing brands, 150,000 dedicated employees, and many loyal and passionate guests. Darden's future is bright. The new Board is prepared and excited to immediately begin working alongside Darden's management team to put Darden on track for long-term value creation for all shareholders. My fellow Board members and I share a common goal for Darden – to enhance value for all of Darden's stakeholders, including its shareholders, employees, and guests, by focusing on excellence throughout the organization, maintaining and strengthening the investment-grade rating and dividend, and emphasizing a restaurant- and operations-centric culture built around great people. The new Board wishes the departing directors well, and we thank them and their advisors for ensuring a smooth and seamless transition process that will allow us to immediately focus on the priorities at hand, including the selection of a transformational leader to be Darden's CEO."                         

Mr. Smith concluded, "Darden has all the right ingredients to regain the strength and prominence it once enjoyed. The new Board is incredibly excited by the opportunity at hand. We look forward to continuing our hard work from inside the boardroom and working with management on a shared goal of excellence for Darden."

Speaking on behalf of Darden's outgoing directors, Charles A. Ledsinger Jr., the former Independent Non-Executive Chairman of Darden's Board, said, "We are extremely grateful to Darden Restaurants' talented and dedicated management and employees who, day after day, serve our customers with distinction and are the backbone of what makes Darden the preeminent casual dining company. We give our best wishes to the incoming directors, welcome the reconstituted Board and look forward to seeing continued progress at Darden. On behalf of the outgoing Board, it has been our privilege to serve."

Speaking on behalf of the Darden employees, Gene Lee, President and Chief Operating Officer of Darden said, "I am incredibly proud of our employees for their energy, passion and focus. Despite the recent distractions, our terrific employees remained focused on our priorities in the restaurants.  We fully understand that our guests need to receive great food and great service, and we continue to deliver. We are grateful that there is clear resolution at the Board level and very much look forward to working with our new Board to continue to drive improvements throughout the organization."

Darden noted that the preliminary vote count following the Annual Meeting also indicates that shareholders voted FOR the approval, on an advisory basis, of the Company's executive compensation; FOR the ratification of the appointment of KPMG LLP as Darden's independent registered public accounting firm for the fiscal year ending May 31, 2015; FOR a management proposal to amend the Company's bylaws to provide for proxy access; and AGAINST two shareholder proposals as described in the Company's associated Proxy Statement.

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.

Contacts:
(Analysts) Matthew Stroud (407) 245-5288
(Media) Bob McAdam (407) 245-5404

SOURCE Darden Restaurants, Inc.

Thu, 02 Oct 2014 07:00:00 -0400

Expects Second Quarter Diluted Net EPS from Continuing Operations at Upper End of Range

ORLANDO, Fla., Oct. 2, 2014 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE: DRI) today reported U.S. same-restaurant sales for the five-week September fiscal month ended September 28, 2014.  This period is the first month of Darden's fiscal 2015 second quarter.

Same-Restaurant Sales

Fiscal September 2015

Fiscal September 2014

Olive Garden®

+0.6%

-2.6%

LongHorn Steakhouse®

+3.2%

+2.9%

The Capital Grille®

+6.4%

+1.5%

Yard House®

+3.8%

-0.6%

Seasons 52®

+1.3%

-3.2%

Bahama Breeze®

-0.3%

+1.7%

Eddie V's®

+4.0%

+3.8%

"We are pleased with the solid year-over-year same-restaurant sales increases we achieved in September at most of our brands, including at Olive Garden," said Gene Lee, President and Chief Operating Officer of Darden.  "These increases further demonstrate that Darden's operational improvements are taking hold.  In addition to Olive Garden's turnaround, we are driving continued growth at LongHorn Steakhouse and our Specialty Restaurant brands.  We thank Darden's employees across the Company for their unwavering focus on providing a superior guest experience, which has supported these results.  While we still have work to do, we look forward with confidence in the actions we are taking and in Darden's success."

Fiscal 2015 Second Quarter Financial Outlook

The Company also announced that it expects adjusted diluted net earnings per share from continuing operations for the second quarter of fiscal year 2015 to be at the upper end of its previously announced range of $0.26 to $0.28.

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.

Contacts:


(Analysts) Matthew Stroud

(407) 245-5288

(Media) Rich Jeffers

(407) 245-4189

 

SOURCE Darden Restaurants, Inc.

Wed, 01 Oct 2014 08:05:00 -0400

Letter Highlights Significant Progress on Operating Priorities, Including Olive Garden Brand Renaissance
Darden's Director Nominees Are Confident in Darden's Future and Their Ability to Drive Superior Growth and Value Creation - For the Benefit of ALL Darden Shareholders
Darden Recommends Shareholders Vote "FOR ALL" on BLUE Proxy Card - the Only Card that Provides for Majority Change and a Balanced Approach of Fresh Perspectives, Continuity and Representation for Starboard Nominees
Warns Shareholders that Any Vote on the White Card Could Result in Giving Total Control of the Board to Starboard and Its Nominees

ORLANDO, Fla., Oct. 1, 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.  This letter 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.

October 1, 2014

Dear Darden Shareholder:

We are pleased to report that the actions we have taken to reinvigorate restaurant performance, reduce costs and focus on opportunities we view as offering the highest value-creating potential are delivering positive results across the Company, including at Olive Garden®, LongHorn Steakhouse® and our Specialty Restaurants, which include The Capital Grille®, Bahama Breeze®, Seasons 52®, Eddie V's® and Yard House®.

At Olive Garden, we are successfully implementing a far-reaching Brand Renaissance plan that includes:

  • A new menu to reinforce value, improve quality, expand choice and variety, and capitalize on the convenience trend by rolling out online To-Go sales, with excellent results thus far;
  • Enhancing the service and experience we provide to our guests.  The introduction of tabletop tablets and enhanced guest service training are two examples of the initiatives underway that we expect will continue to improve guest service and drive efficiencies with minimal capital investment;
  • More impactful and motivating advertising and promotions that emphasize brand-building for Olive Garden, rather than price points; and
  • A re-imaging program to enhance the dining experience, including new plate ware and server uniforms, a new logo and exterior signage, new table top merchandising, and a remodeling plan that contemplates 75 remodeled restaurants in fiscal 2015.

In our view, Gene Lee, Darden's President and Chief Operating Officer, and Dave George, President of Olive Garden, have done an excellent job executing the Olive Garden Brand Renaissance plan since being appointed to their new roles by Darden's Board of Directors in January and September 2013, respectively. 

The progress we are making at Olive Garden is reflected in the operating performance and improvements we reported in the Company's fiscal first quarter 2015 results:

  • 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.  We expect these results to translate into higher traffic trends over time.
  • Online ordering is underway 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.
  • Initial tests of tablet technology are generating positive results, including increased add-on sales, table turnover, guest survey response rates, and tip percentage for servers. 
  • The pilot remodel program is supporting higher traffic and sales momentum.  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.

Our progress is encouraging.  While system-wide improvement will take time given Olive Garden's size and already high unit sales volumes and returns, we have great confidence in Olive Garden's long-term success – and believe our shareholders have reason to be confident too.  The management team that is currently executing the Olive Garden Brand Renaissance has a strong record with Darden's other brands, having overseen tremendous growth at LongHorn Steakhouse and our Specialty Restaurants, all of which are continuing to deliver solid results.

  • At LongHorn Steakhouse, efforts to build the brand 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%.
  • At Darden's Specialty Restaurants, we continue to achieve solid growth.  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.  

In addition to these brand initiatives, we have meaningfully reduced operating support costs.  In fiscal 2015, selling, general and administrative expenses as a percentage of sales are expected to be the lowest since Darden became a public company.

Even with this progress, we recognize that more must be done – and is being done – to return Darden to the superior growth and value creation for which it has historically been known.  We have made important enhancements to the Company's leadership structure, including announcing a search for a new Chief Executive Officer and the previously discussed appointments of Messrs. Lee and George.  In addition, we have announced a new slate of director nominees, who if elected, would result in eight of Darden's 12 independent directors being new to the Board this year, the election of a new independent Board chair and the reconstitution of all the Board's committees.  Darden's new slate includes four new, highly qualified independent nominees unaffiliated with the Company or Starboard; four continuing 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 nominated by Starboard.  We believe Darden's slate provides the optimal balance of fresh perspectives and continuity of experience and insight into Darden's operations and industry trends overtime. 

Darden is a global company with a complex business that includes unique supply chain requirements, multiple consumer segments, specific brand needs and 150,000 employees.  It requires long-term vision and long-term strategic planning to drive sustainable value creation.  Darden's director nominees have experience and proven records directly overseeing complex operations similar to Darden's, guiding successful strategic execution, operational turnarounds and asset optimization initiatives. Collectively, we believe we have the expertise needed to continue the progress Darden is making and to capture the opportunities ahead for additional value creation.  This expertise includes:

  • 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.

All of us on Darden's slate – our four new independent directors and our four continuing independent directors – are focused on enhancing shareholder value.  We are open to exploring all options for Darden's assets to ensure that we deliver on this objective, and we are united in our commitment to representing the best interests of ALL Darden shareholders.

In contrast, we are concerned that ceding total control of Darden's Board to Starboard and its preferred nominees would be disruptive to the Company and to the value of your investment in Darden.  Further, we do not believe that it is in the interests of all shareholders to have 86% of the Board be composed of directors selected and nominated by a single minority shareholder who holds 8.8% of the shares. 

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 selection of Darden's next Chief Executive Officer – should be made by a truly independent, well-rounded Board that represents the interests of all Darden shareholders.

We urge you: Vote for the benefits and balance provided by fresh perspectives and continuity.  Vote for experience.  Support progress and value creation.  Vote "FOR ALL" of Darden's highly qualified and independent nominees on the BLUE proxy card today.

Sincerely,

/s/ Michael W. Barnes

Michael W. Barnes

/s/ Gregory L. Burns

Gregory L. Burns

/s/ Jeffrey H. Fox

Jeffrey H. Fox

/s/Christopher J. Fraleigh

Christopher J. Fraleigh





/s/ Steve Odland           

Steve Odland               

/s/ Michael D. Rose

Michael D. Rose          

/s/ Maria A. Sastre

Maria A. Sastre

/s/ Enrique Silva

Enrique Silva

 

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.

 

CAUTION: Any vote on the white card could result in the full turnover of Darden's Board.  Darden urges shareholders – DO NOT SIGN OR RETURN ANY WHITE CARD. SIMPLY DISCARD IT.

 

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.

Contacts:


(Analysts) Matthew Stroud

(407) 245-5288

(Media) Bob McAdam

(407) 245-5404

SOURCE Darden Restaurants, Inc.

Tue, 30 Sep 2014 14:12:00 -0400

Egan-Jones Again Recognizes the Benefits of Fresh Perspectives and Continuity of Experience and Insight as Provided by Darden's Slate as Well as the Risks of Ceding Control to Starboard

ORLANDO, Fla., Sept. 30, 2014 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE: DRI) today announced that leading independent proxy advisory firm, Egan-Jones Proxy Services ("Egan-Jones"), has reaffirmed its recommendation that Darden shareholders vote on the Company's BLUE proxy card "FOR ALL" of Darden's nominees to the Board of Directors at the Company's 2014 Annual Meeting of Shareholders to be held on October 10, 2014.

In its September 25, 2014 report, and reaffirmed in its September 30, 2014 report, Egan-Jones stated[1]:

We believe that support for voting the management ballot is merited and that voting the management ballot (BLUE PROXY CARD) is in the best interest of the Company and its shareholders. In arriving at that conclusion, we have considered the following factors:

  1. We applaud the Company having proposed that its 12-member board include eight new nominees for director including four picked by the dissidents. We believe that this balanced approach would give Starboard significant input on board deliberations and decisions with a board representation percentage of 33%, generously far exceeding its reported 8.8% interest in the Company.
  2. We believe that the total turnover of the board, as proposed by the dissidents, would have an extremely disruptive effect upon the Company's implementation of its current plans and search for a new CEO. We also note that we believe it would be unwise to turn over complete control of the board to a shareholder which has not paid shareholders a control premium for their shares.
  3. We believe that the new slate proposed by management is comprised of individuals who have a broad base of skills and expertise needed to support the Company going forward.

The nominees appear qualified, and we recommend that clients vote "FOR ALL" the nominees.

Darden stated:

We are pleased that this proxy advisory firm has again recognized the importance of continuity, the benefits of Darden's balanced slate, and the experience and qualifications of our nominees, and has reaffirmed its recommendation that Darden shareholders vote "FOR ALL" of the Company's director nominees on the BLUE proxy card.   

We have heard from many of our shareholders who do not support ceding total control of the Board to Starboard and its nominees. While these shareholders support new perspectives, they also recognize the risks of the full board turnover that Starboard is seeking.  Darden's slate of director nominees is the only slate that provides the benefit and balance of new perspectives as well as continuity of experience and insights with four new independent nominees unaffiliated with the Company or Starboard, four highly qualified continuing independent nominees, and four seats to be filled by Starboard – resulting in eight of 12 new independent directors this year. 

In addition to Egan-Jones and many industry analysts and shareholders, another proxy advisory firm, Glass Lewis & Co. ("Glass Lewis"), has also acknowledged the benefits of continuity as well as the improvements underway in Darden's operations, governance and leadership that are already showing positive results, including at Olive Garden®.  Although Glass Lewis did not recommend voting on the blue card, in its September 24, 2014 report, Glass Lewis stated1:

"In our view, the strongest argument for considering support of the Company's proposed slate is that it would facilitate a degree of continuity, which could help to maintain positive momentum that Darden has going for it."

"shareholders should be encouraged by some of Darden's actions during recent months -- including a new comprehensive plan to enhance shareholder value, governance improvements, leadership changes and an operational turnaround plan for its largest brand."

Darden noted that by attempting to replace all 12 members of Darden's Board with its own preferred nominees, Starboard is seeking effective control of the Company.  Darden does not believe that it is in the best interests of all shareholders for a single minority shareholder to control 86% of the Board's representation when it holds 8.8% of the shares2

Darden shareholders are reminded that their vote is important, no matter how many or how few shares they own.  The Darden Board urges shareholders to vote ONLY on the BLUE proxy card "FOR ALL" of Darden's highly qualified, experienced and independent director nomineesMichael 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 could result in the full turnover of Darden's Board.  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.

1 Permission to use quotations neither sought nor obtained

2 Assumes 14-member Board.

NEWS/INFORMATION

Corporate Relations

P.O. Box 695011

Orlando, FL 32869-5011


Contacts:

(Analysts) Matthew Stroud

(407) 245-5288

(Media) Bob McAdam

(407) 245-5404

 

SOURCE Darden Restaurants, Inc.