Darden Restaurants Inc.
09/19/2024 | Press release | Distributed by Public on 09/19/2024 14:18
Proxy Results Form 8 K
|
Item 5.07
|
Submission of Matters to a Vote of Security Holders.
|
(a) The Annual Meeting of Shareholders of the Company was held online via the internet at www.virtualshareholdermeeting.com/DRI2024 on September 18, 2024. On September 18, 2024, Peter W. Descovich, the independent Inspector of Election for the Annual Meeting, delivered to the Company his final, certified vote results.
(b) The name of each director elected at the meeting, a brief description of each other matter voted upon, and the voting results, are provided below. At the Annual Meeting, the shareholders took the following actions:
(i) Elected the following 9 directors to serve until the next annual meeting of shareholders or until his or her successor is elected and qualified.
| Nominees | For | Withheld |
Broker Non-Vote |
| Margaret Shân Atkins | 95,481,784 | 1,408,202 | 11,518,537 |
| Ricardo Cardenas | 96,146,436 | 743,550 | 11,518,537 |
| Juliana L. Chugg | 95,370,376 | 1,519,610 | 11,518,537 |
| James P. Fogarty | 95,294,268 | 1,595,718 | 11,518,537 |
| Cynthia T. Jamison | 94,322,711 | 2,567,275 | 11,518,537 |
| Nana Mensah | 96,289,903 | 600,083 | 11,518,537 |
| William S. Simon | 94,150,334 | 2,739,652 | 11,518,537 |
| Charles M. Sonsteby | 95,149,600 | 1,740,386 | 11,518,537 |
| Timothy J. Wilmott | 95,409,731 | 1,480,255 | 11,518,537 |
(ii) Approved a resolution providing advisory approval of the Company's executive compensation.
|
For
|
92,051,437 |
|
Against
|
4,670,261 |
|
Abstain
|
168,288 |
|
Broker Non-Vote
|
11,518,537 |
(iii) Ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending May 25, 2025.
|
For
|
101,692,407 |
|
Against
|
6,608,469 |
|
Abstain
|
107,647 |
|
Broker Non-Vote
|
0 |
(iv) Approved the management proposal to obtain shareholder approval of amendment and restatement of the Company's 2015 Omnibus Incentive Plan.
|
For
|
92,375,019 |
|
Against
|
4,335,623 |
|
Abstain
|
179,344 |
|
Broker Non-Vote
|
11,518,537 |
(v) A vote on a shareholder proposal requesting the Company to disclose its Broiler Chicken Key Welfare indicators was not taken as the proponent withdrew this proposal.
(vi) Did not approve the shareholder proposal requesting that the Company disclose the percent of pork raised in group housing and establish targets for achieving 100% group housed pork.
|
For
|
18,353,259 |
|
Against
|
76,676,287 |
2
|
Abstain
|
1,860,440 |
|
Broker Non-Vote
|
11,518,537 |
(vii) Did not approve the shareholder proposal requesting that the Company comply with WHO guidelines for antimicrobials for food producing animals in the supply chain.
|
For
|
9,628,189 |
|
Against
|
86,537,913 |
|
Abstain
|
723,884 |
|
Broker Non-Vote
|
11,518,537 |
(viii) Did not approve the shareholder proposal requesting that the Company issue a report on if and how it will reduce greenhouse gas emissions in alignment with the Paris Agreement's 1.5 degree goal.
|
For
|
19,790,129 |
|
Against
|
75,301,186 |
|
Abstain
|
1,798,671 |
|
Broker Non-Vote
|
11,518,537 |
3