DARDEN RESTAURANTS, INC. (NYSE:DRI) Files An 8-K Results of Operations and Financial Condition
Item 2.02
DARDEN RESTAURANTS, INC. (NYSE:DRI) Files An 8-K Results of Operations and Financial Condition
On June 20, 2019, Darden Restaurants, Inc. (the Company) issued a news release entitled “Darden Restaurants Reports Fiscal 2019 Fourth Quarter and Full Year Results; Increases Quarterly Dividend 17% to $0.88; And Provides Fiscal 2020 Outlook,” a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. In addition, the slide presentation accompanying the Company’s conference call will be posted on the Company’s website.
As provided in General Instruction B.2 of Form 8-K, the information in this Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section. The information in this Item 2.02 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the Securities Act), except as expressly set forth by specific reference in such filing.
On June 19, 2019, the Board of Directors of the Company (the Board) approved new compensation arrangements for the Company’s President and Chief Executive Officer, Eugene I. Lee, Jr. To carry out these arrangements, the Compensation Committee of the Board approved three new forms of award agreements that the Board intends to use only for equity awards issued to Mr. Lee under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (the 2015 Plan): the FY 20__ Performance Stock Unit Award Agreement for Eugene I. Lee, Jr. (the CEO PSU Agreement), the FY 20__ Nonqualified Stock Option Award Agreement for Eugene I. Lee, Jr. (the CEO Option Agreement) and the FY20__ Restricted Stock Unit Award Agreement for Eugene I. Lee, Jr. (the CEO RSU Agreement, and together with the CEO PSU Agreement and the CEO Option Agreement, the CEO Award Agreements.) The Board determined that Mr. Lee’s equity awards for fiscal year 2020 will be granted on these form agreements.
The terms and conditions of the CEO Award Agreements are substantially consistent with the terms of the forms of award agreements for equity awards under the 2015 Plan previously filed by the Company except that the provisions relating to the treatment of outstanding awards upon retirement under the CEO Award Agreements have been slightly revised compared to the existing form agreements as follows:
(a) The CEO Award Agreement definition of “Normal Retirement” is defined as retirement after attaining age 60, completing ten years of service and providing at least six months advance notice of termination.
(b) The CEO Option Agreement provides that upon a Normal Retirement, unvested portions of the option award do not automatically vest, but continue to vest along the original vesting schedule so long as there is compliance with post-termination restrictive covenants.
(c) Similarly, the CEO RSU Agreement provides that upon a Normal Retirement, unvested portions of the restricted stock unit award do not automatically vest, but continue to vest along the original vesting schedule so long as there is compliance with post-termination restrictive covenants.
All other material terms of each of the CEO Award Agreements are unchanged from the existing corresponding award agreements under the 2015 Plan.
DARDEN RESTAURANTS INC Exhibit
EX-99.1 2 exhibit991-q4fy19.htm NEWS RELEASE Exhibit Exhibit 99.1Darden Restaurants Reports Fiscal 2019 Fourth Quarter and Full Year Results; Increases Quarterly Dividend 17% to $0.88;And Provides Fiscal 2020 OutlookORLANDO,…
To view the full exhibit click
EX-99.1 2 exhibit991-q4fy19.htm NEWS RELEASE Exhibit Exhibit 99.1Darden Restaurants Reports Fiscal 2019 Fourth Quarter and Full Year Results; Increases Quarterly Dividend 17% to $0.88;And Provides Fiscal 2020 OutlookORLANDO,…
To view the full exhibit click
here
About DARDEN RESTAURANTS, INC. (NYSE:DRI)
Darden Restaurants, Inc. is a full-service restaurant company. The Company owned and operated 1,536 restaurants through its subsidiaries in the United States and Canada, as of May 29, 2016. The Company’s segments include Olive Garden, LongHorn Steakhouse, Fine Dining (which includes The Capital Grille, and Eddie V’s Prime Seafood and Wildfish Seafood Grille (Eddie V’s)) and Other Business (which includes Yard House, Seasons 52, Bahama Breeze, consumer-packaged goods and franchise revenues). As of May 29, 2016, the Company also had 50 restaurants operated by independent third parties pursuant to area development and franchise agreements. Olive Garden’s menu includes a range of authentic Italian foods featuring fresh ingredients and a selection of imported Italian wines. LongHorn Steakhouse restaurants feature a range of menu items, including fresh steaks and chicken, as well as salmon, shrimp, ribs, pork chops, burgers and prime rib.