On June 21, 2018, Darden Restaurants, Inc. (the Company) issued a news release entitled “Darden Restaurants Reports Fiscal 2018 Fourth Quarter and Full Year Results; Fourth Quarter Same-Restaurant Sales Growth of 2.2%; Increases Quarterly Dividend 19% to $0.75; and Provides Fiscal 2019 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.

Compensation Arrangements for Executive Vice President and Chief Operating Officer

On June 19, 2018, the Compensation Committee of the Board of Directors of the Company (the Committee) approved new compensation arrangements for David C. George, Executive Vice President and Chief Operating Officer. Mr. George’s base salary will be $750,000 effective July 30, 2018. Mr. George’s target annual bonus under the Company’s annual cash incentive program and target annual equity grant under the Company’s long-term incentive program will remain unchanged.

Compensation Arrangements for Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

On June 19, 2018, the Committee approved new compensation arrangements for Matthew R. Broad, Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary of the Company. Mr. Broad’s base salary will be $525,000 effective July 30, 2018. Mr. Broad’s target annual bonus under the Company’s annual cash incentive program will remain unchanged. Mr. Broad’s target annual equity grant under the Company’s long-term incentive program will have an aggregate value of $650,000.

Compensation Arrangements for Senior Vice President and Chief Financial Officer

On June 19, 2018, the Committee approved new compensation arrangements for Ricardo Cardenas, Senior Vice President and Chief Financial Officer of the Company. Mr. Cardenas’ base salary will be $700,000 effective July 30, 2018. Mr. Cardenas’ target annual bonus under the Company’s annual cash incentive program will remain unchanged. Mr. Cardenas’ target annual equity grant under the Company’s long-term incentive program will have an aggregate value of $1,300,000.

Compensation Arrangements for President, LongHorn Steakhouse

On June 19, 2018, the Committee approved new compensation arrangements for Todd A. Burrowes, President, LongHorn Steakhouse. Mr. Burrowes’ base salary will be $610,000 effective July 30, 2018. Mr. Burrowes’ target annual bonus under the Company’s annual cash incentive program will remain unchanged. Mr. Burrowes’ target annual equity grant under the Company’s long-term incentive program will have an aggregate value of $1,000,000.

Compensation Arrangements for President and Chief Executive Officer

On June 20, 2018, the independent members of the Board of Directors of the Company (the Board) approved new compensation arrangements for Eugene I. Lee, Jr., President and Chief Executive Officer of the Company. Mr. Lee’s base salary will remain unchanged. Mr. Lee’s target annual bonus under the Company’s annual cash incentive program will be 200% of his annual base salary effective for fiscal 2019. Mr. Lee’s target annual equity grant under the Company’s long-term incentive program will remain unchanged.

On June 20, 2018, the Board, upon recommendation of the Nominating and Governance Committee of the Board, approved an amendment and restatement of the Company’s bylaws (the Bylaws). The amendments include provisions which:

(a) change the date and time established for the annual meeting of shareholders, unless another date is fixed by the Board, from the fourth Monday of September of each year at 1:00 p.m. Eastern, to the third Wednesday of September of each year at 10:00 a.m. Eastern, (b) revise technical requirements of various notice provisions to more closely track the text of the Florida business corporation act, (c) remove references to committees from the provisions governing nomination of directors, (d) clarify and move language regarding the Chairman of the Board’s duties, (e) revise the list of directors who may call special meetings of the Board, removing the Vice Chairman of the Board and the President of the Company, and adding the chair of the Nominating and Governance committee and the Chief Executive Officer of the Company (if also a director), (f) clarify that the Board may not abolish the Audit, Compensation, or Nominating and Governance committees, (g) clarify the operation and authority of the committee charters, (h) remove a conflicting provision to clarify that the Board can set the size of the Board by resolution, (i) relocate language regarding officer elections to different sections of the Bylaws, and (j) delete language that suggests that the Board must replace a director who resigns after failing to obtain a majority vote rather than simply accepting the resignation. In addition to these amendments, the Board also adopted other minor, clarifying and technical amendments to those and other sections of the Bylaws. A copy of the Bylaws as amended effective June 20, 2018 is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated here by reference. The foregoing summary is qualified in its entirety by reference to such exhibit.

DARDEN RESTAURANTS INC Exhibit
EX-3.1 2 exhibit31amendedbylaws6-20.htm EXHIBIT 3.1 BYLAWS Exhibit Exhibit 3.1BYLAWSofDARDEN RESTAURANTS,…
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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.