DARDEN RESTAURANTS INC
For the period ended Sep 18, 2024. Filed Aug 5, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Sep 18, 2024 · Filed Aug 5, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
DARDEN RESTAURANTS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
| 2024 | Darden Restaurants, Inc.Annual Meeting of Shareholders andProxy Statement |
| Wednesday, September 18, 2024, 10:00 a.m., Eastern Time | |
|---|---|
Our Brands
August 5, 2024
Dear Shareholders:
On behalf of your Board of Directors, it is my pleasure to invite you to attend the 2024 Annual Meeting of Shareholders of Darden Restaurants, Inc. We will hold the Annual Meeting on Wednesday, September 18, 2024, at 10:00 a.m., Eastern Time, online via the internet at www.virtualshareholdermeeting.com/DRI2024. All holders of our outstanding common shares as of the close of business on July 24, 2024, are entitled to vote at the meeting. We will furnish proxy materials to shareholders via the internet, which allows us to provide you with the information you need while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. The notice of meeting and Proxy Statement contain important details about the business to be conducted at the Annual Meeting. Please read these documents carefully. We will provide an opportunity during the meeting for discussion of each item of business and we anticipate responding to shareholder questions as described in this Proxy Statement. If you will need special assistance during the meeting because of a disability, please contact Matthew R. Broad, Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary, Darden Restaurants, Inc., 1000 Darden Center Drive, Orlando, Florida 32837, phone (407) 245-6789. Whether or not you plan to attend, it is important that your shares be represented and voted at the meeting. Please refer to the proxy card or Notice of Availability of Proxy Materials for more information on how to vote your shares at the meeting. Your vote is important. Thank you for your support. Sincerely, Cynthia T. JamisonChair of the Board of Directors
Notice of 2024 Annual
Meeting of Shareholders
To be held on September 18, 2024
| Date and Time:Wednesday, September 18, 202410:00 a.m., Eastern Time | Place:Online, via the internet at www.virtualshareholdermeeting.com/DRI2024 | Record Date:Wednesday, July 24, 2024 |
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| Items of Business | How to Vote | ||
|---|---|---|---|
| Item 1. To elect as directors the nine named director nominees to serve until the next annual meeting of shareholders and until their successors are elected and qualified. Item 2. To obtain non-binding advisory approval of the Company’s executive compensation. Item 3. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending May 25, 2025. Item 4. To vote on a management proposal to obtain shareholder approval of amendment and restatement of the Company's 2015 Omnibus Incentive Plan. Item 5. To vote on a shareholder proposal requesting the Company disclose its Broiler Chicken Key Welfare Indicators if properly presented at the meeting. Item 6. To vote on a shareholder proposal requesting the Company disclose the percent of pork raised in group housing and establish targets for achieving 100% group housed pork if properly presented at the meeting. Item 7. To vote on a shareholder proposal requesting the Company comply with WHO guidelines for antimicrobials for food-producing animals in the supply chain if properly presented at the meeting. Item 8. To vote on a shareholder proposal requesting 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 if properly presented at the meeting. Item 9. To transact such other business, if any, as may properly come before the meeting and any adjournment.Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to be held on September 18, 2024 The accompanying Proxy Statement and our 2024 Annual Report on Form 10-K are available at www.darden.com. In addition, you may access these materials at www.proxyvote.com. On August 5, 2024, we mailed a Notice of Internet Availability of Proxy Materials to certain shareholders, containing instructions for voting online and for requesting a paper copy of the Proxy Statement and 2024 Annual Report on Form 10-K. | InternetVote by going to the website shown on your proxy card or Notice of Availability of Proxy Materials and following the instructions for Internet voting set forth on such proxy card or Notice | Mail Vote by completing, signing, dating and returning the proxy card | |
| TelephoneVote by telephone at the number shown on your proxy card and following the instructions on such proxy card (If you reside in the United States or Canada) | During the MeetingShareholders of record and beneficial owners will be able to vote their shares electronically during the Annual Meeting. However, even if you plan to participate in the Annual Meeting online, we recommend that you vote by proxy so that your votes will be counted if you later decide not to participate in the Annual Meeting. | ||
| Who Can Vote | |||
| You can vote during the Annual Meeting and any adjournment if you were a holder of record of our common stock at the close of business on July 24, 2024. | |||
| Date of Mailing | |||
| This Notice of the Annual Meeting of Shareholders and the Proxy Statement are first being distributed or otherwise furnished to shareholders on or about August 5, 2024. | |||
| By Order of the Board of Directors | |||
| Matthew R. BroadSenior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | DARDEN RESTAURANTS, INC.1000 Darden Center DriveOrlando, Florida 32837 | ||
Table of Contents
| PROXY STATEMENT SUMMARY | 1 | Proposal 7 — Shareholder Proposal | |
|---|---|---|---|
| About Darden | 2 | Requesting the Company Require | |
| Key Performance Highlights | 3 | Suppliers to Comply with WHO Guidelines | |
| Director Highlights | 4 | for Antimicrobials for Food-Producing | |
| Corporate Governance Highlights | 6 | Animals in the Supply Chain | 49 |
| Executive Compensation Highlights | 6 | ||
| Sustainability Highlights | 6 | Proposal 8 — Shareholder Proposal | |
| Inclusion and Diversity Highlights | 8 | Requesting the Company Issue a | |
| Report on if and how it will Reduce | |||
| CORPORATE GOVERNANCE AND BOARD | Greenhouse Gas Emissions in | ||
| ADMINISTRATION | 10 | Alignment with the Paris Agreement's | |
| Corporate Governance Guidelines | 10 | 1.5 Degree Goal | 52 |
| Director Independence | 11 | ||
| Related Party Transactions | 12 | MEETINGS OF THE BOARD OF DIRECTORS | |
| Director Election Governance Practices | 13 | AND ITS COMMITTEES | 56 |
| Board Leadership Structure | 13 | Board of Directors | 56 |
| Succession Planning | 14 | Board Committees and Their Functions | 57 |
| Director Education | 14 | ||
| Board Role in Oversight of Risk Management | 15 | DIRECTOR COMPENSATION | 63 |
| Compliance and Ethics Office and Codes of | Compensation of Non-Employee Directors | 63 | |
| Business Conduct and Ethics | 16 | Current Director Compensation Program | 63 |
| Executive Officers of the Registrant | 17 | Fiscal 2024 Compensation of Non-Employee | |
| Directors | 64 | ||
| PROPOSALS TO BE VOTED ON | 20 | ||
| STOCK OWNERSHIP OF MANAGEMENT | 66 | ||
| PROPOSAL 1 — ELECTION OF NINE DIRECTORS | Employee, Officer and Director Hedging | 67 | |
| FROM THE NAMED DIRECTOR NOMINEES | 20 | ||
| STOCK OWNERSHIP OF PRINCIPAL | |||
| PROPOSAL 2 — ADVISORY APPROVAL OF | SHAREHOLDERS | 68 | |
| THE COMPANY’S EXECUTIVE COMPENSATION | 28 | ||
| COMPENSATION DISCUSSION AND ANALYSIS | 69 | ||
| PROPOSAL 3 — RATIFICATION OF APPOINTMENT | Introduction | 69 | |
| OF INDEPENDENT REGISTERED PUBLIC | Executive Summary | 70 | |
| ACCOUNTING FIRM | 29 | Process For Determining Executive Compensation | 71 |
| Executive Compensation Philosophy and Strategy | 73 | ||
| PROPOSAL 4 — MANAGEMENT PROPOSAL: | Executive Compensation Program Elements | 74 | |
| SHAREHOLDER APPROVAL OF AMENDED AND | Other Programs, Policies, and Practices | 79 | |
| RESTATED DARDEN RESTAURANTS, INC. 2015 | Insider Trading Policy | 80 | |
| OMNIBUS INCENTIVE PLAN | 30 | Shareholder Engagement and Results of Say On Pay | |
| Advisory Vote | 81 | ||
| PROPOSAL 5 — SHAREHOLDER PROPOSAL | |||
| REQUESTING THE COMPANY DISCLOSE ITS | COMPENSATION COMMITTEE REPORT | 81 | |
| BROILER CHICKEN KEY WELFARE INDICATORS | 43 | ||
| COMPENSATION COMMITTEE INTERLOCKS | |||
| PROPOSAL 6 — SHAREHOLDER PROPOSAL | AND INSIDER PARTICIPATION | 82 | |
| REQUESTING THE COMPANY DISCLOSE THE | |||
| PERCENT OF PORK RAISED IN GROUP HOUSING | ASSESSMENT OF RISK OF COMPENSATION | ||
| AND ESTABLISH TARGETS FOR ACHIEVING 100% | PROGRAMS | 82 | |
| GROUP HOUSED PORK | 46 | ||
| EXECUTIVE COMPENSATION | 83 | OTHER BUSINESS | 111 |
|---|---|---|---|
| Summary Compensation Table | 83 | ||
| Grants of Plan-Based Awards for Fiscal 2024 | 85 | SOLICITATION OF PROXIES | 111 |
| Outstanding Equity Awards at Fiscal Year-End | 86 | ||
| Option Exercises and Stock Vested for Fiscal 2024 | 87 | HOUSEHOLDING OF MATERIALS FOR | |
| Non-Qualified Deferred Compensation | 88 | ANNUAL MEETING OF SHAREHOLDERS | 111 |
| Potential Payments Upon Termination or Change in | |||
| CEO Pay Ratio | 96 | SHAREHOLDERS | 112 |
| Pay vs Performance Disclosure | 97 | ||
| APPENDIX A — GLOSSARY OF TERMS · A-1 | |||
| AUDIT COMMITTEE REPORT | 102 | ||
| INDEPENDENT REGISTERED PUBLIC | Omnibus Incentive Plan | B-1 | |
| ACCOUNTING FIRM FEES AND SERVICES | 103 | ||
| QUESTIONS AND ANSWERS ABOUT THE | |||
| MEETING AND VOTING | 105 | ||
Proxy Statement for Annual Meeting of Shareholders to be held on September 18, 2024
The Board of Directors (the Board) of Darden Restaurants, Inc. (Darden, the Company, we, us or our) is soliciting your proxy for use at the Annual Meeting of Shareholders to be held on September 18, 2024. This Proxy Statement summarizes information concerning the matters to be presented at the meeting and related information that will help you make an informed vote at the meeting. This Proxy Statement and the proxy card are first being distributed or otherwise furnished to shareholders on or about August 5, 2024. Capitalized terms used in this Proxy Statement that are not otherwise defined are defined in Appendix A to this document.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.