Darden Restaurants Inc.

09/19/2025 | Press release | Distributed by Public on 09/19/2025 06:12

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of Performance-Based Restricted Stock Unit Award
On September 17, 2025, the independent directors of the Board of Directors of Darden Restaurants, Inc. (the "Company") approved a new special equity grant for Ricardo Cardenas, President and Chief Executive Officer of the Company, under the Company's Amended & Restated 2015 Omnibus Incentive Plan (the "2015 Plan"). Mr. Cardenas will receive a grant of performance stock units ("PSUs") with a target dollar value of $17,000,000 (the "CEO Special PSU Award") vesting on July 24, 2030 (the "Vesting Date"). The Company expects that the grant will be made on September 24, 2025 (the "Grant Date"), in accordance with the Company's equity awards policy. The target number of PSUs granted to Mr. Cardenas will be determined based on the average closing stock price on the New York Stock Exchange for the two fiscal weeks ending before the week prior to the Grant Date (the "Target PSUs"). The number of PSUs that can be earned will range from 0% to 200% of the Target PSUs, based on the Company's total shareholder return ("TSR") relative to the TSR of the constituent companies on the S&P 500 index as of the Grant Date measured over the approximately five-year performance period. Subject to certain exceptions, the vesting of the PSUs is subject to Mr. Cardenas' continued service with the Company through the Vesting Date.
The PSUs are subject to the terms of the 2015 Plan and the CEO Special PSU Award agreement, which agreement is being filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by this reference. The foregoing description of the terms of the CEO Special PSU Award is qualified in its entirety by reference to the full text of such award agreement.
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/DRI2025 on September 17, 2025. On September 18, 2025, 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 92,266,349 2,578,162 11,310,458
Ricardo Cardenas 93,932,778 911,733 11,310,458
Juliana L. Chugg 90,385,073 4,459,438 11,310,458
James P. Fogarty 92,995,205 1,849,306 11,310,458
Cynthia T. Jamison 92,944,022 1,900,489 11,310,458
Daryl A. Kenningham 94,176,249 668,262 11,310,458
William S. Simon 90,810,730 4,033,781 11,310,458
Charles M. Sonsteby 92,660,417 2,184,094 11,310,458
Timothy J. Wilmott 93,428,911 1,415,600 11,310,458
(ii) Approved a resolution providing advisory approval of the Company's executive compensation.
For
90,743,641
Against
3,663,287
Abstain
437,583
Broker Non-Vote
11,310,458
(iii) Ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending May 31, 2026.
For
98,082,784
2
Against
7,935,531
Abstain
136,654
Broker Non-Vote
0
(iv) Did not approve the shareholder proposal requesting the Company disclose measurable targets for reducing greenhouse gas emissions.
For
12,101,216
Against
81,863,920
Abstain
879,375
Broker Non-Vote
11,310,458
Darden Restaurants Inc. published this content on September 19, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 19, 2025 at 12:13 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]