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DARDEN RESTAURANTS INC

For the period ended Sep 23, 2026. Filed Aug 10, 2026.

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About this filing

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 23, 2026 · Filed Aug 10, 2026

DRI$226.35-1.0%Stored close · as of Nov 6, 2026
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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
2026Darden Restaurants, Inc.Annual Meeting of Shareholders andProxy Statement
Wednesday, September 23, 2026, 10:00 a.m., Eastern Time

Our Brands

August 10, 2026

Dear Shareholders:

On behalf of your Board of Directors, it is my pleasure to invite you to attend the 2026 Annual Meeting of Shareholders of Darden Restaurants, Inc. We will hold the Annual Meeting on Wednesday, September 23, 2026, at 10:00 a.m., Eastern Time, online via the internet at www.virtualshareholdermeeting.com/DRI2026. All holders of our outstanding common shares as of the close of business on July 29, 2026, 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 Lindsay L. Koren, 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 2026 Annual

Meeting of Shareholders

To be held on September 23, 2026

Date and Time:Wednesday, September 23, 202610:00 a.m., Eastern TimePlace:Online, via the internet atwww.virtualshareholdermeeting.com/DRI2026Record Date:Wednesday, July 29, 2026
Items of BusinessHow 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 the Company's independent registered public accounting firm for the fiscal year ending May 30, 2027. Item 4. To vote on a shareholder proposal requesting the Company's Board of Directors to adopt a policy to review and disclose findings when a director receives less than 80% support in an uncontested election. Item 5. 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 23, 2026: The accompanying Proxy Statement and our 2026 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 10, 2026, 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 2026 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 NoticeMail 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 29, 2026.
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 10, 2026.
By Order of the Board of Directors
Lindsay L. KorenSenior Vice President, General Counsel, Chief Compliance Officer, and Corporate SecretaryDARDEN RESTAURANTS, INC.1000 Darden Center DriveOrlando, Florida 32837

Table of Contents

PROXY STATEMENT SUMMARY1
About Darden2
Key Fiscal 2026 Performance Highlights3
Director Highlights5
Nominee Highlights6
Corporate Governance Highlights7
Executive Compensation Highlights7
Sustainability Highlights7
Human Capital Highlights10
CORPORATE GOVERNANCE AND BOARD ADMINISTRATION12
Commitment to the Highest Standards of Corporate Governance and Ethical Business Conduct12
Corporate Governance Guidelines12
Director Independence13
Related Party Transactions14
Director Election Governance Practices15
Board Leadership Structure15
Succession Planning16
Director Education16
Board Role in Oversight of Risk Management17
Compliance and Ethics Office and Codes of Business Conduct and Ethics18
Executive Officers of the Registrant19
PROPOSALS TO BE VOTED ON22
PROPOSAL 1 — ELECTION OF NINE DIRECTORSFROM THE NAMED DIRECTOR NOMINEES22
PROPOSAL 2 — ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION30
PROPOSAL 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM31
PROPOSAL 4 — SHAREHOLDER PROPOSAL32
MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES36
Board of Directors36
Board Committees and Their Functions37
DIRECTOR COMPENSATION43
Compensation of Non-Employee Directors43
Current Director Compensation Program43
Fiscal 2026 Compensation of Non-Employee Directors44
STOCK OWNERSHIP OF MANAGEMENT46
Employee, Officer, and Director Hedging47
STOCK OWNERSHIP OF PRINCIPAL
SHAREHOLDERS48
COMPENSATION DISCUSSION AND ANALYSIS49
Introduction49
Executive Summary50
Process For Determining Executive Compensation51
Executive Compensation Philosophy and Strategy54
Executive Compensation Program Elements55
Other Programs, Policies, and Practices62
Shareholder Engagement and Results of Say On Pay Advisory Vote64
COMPENSATION COMMITTEE REPORT64
COMPENSATION COMMITTEE INTERLOCKSAND INSIDER PARTICIPATION65
ASSESSMENT OF RISK OF COMPENSATION PROGRAMS65
EXECUTIVE COMPENSATION66
Summary Compensation Table66
Grants of Plan-Based Awards for Fiscal 202668
Outstanding Equity Awards at Fiscal Year-End70
Option Exercises and Stock Vested for Fiscal 202671
Non-Qualified Deferred Compensation73
Potential Payments Upon Termination or Changein Control74
Equity Compensation Plan Information80
CEO Pay Ratio82
Pay Versus Performance Disclosure83
AUDIT COMMITTEE REPORT89
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES90
Fees90
Pre-Approval Policy90
QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING92
OTHER BUSINESS98
SOLICITATION OF PROXIES98
HOUSEHOLDING OF MATERIALS FOR ANNUAL MEETING OF SHAREHOLDERS98
Delinquent Section 16(a) Reports99
Your Vote is Important!101
APPENDIX A — GLOSSARY OF TERMSA-1

Proxy Statement for Annual Meeting of Shareholders to be held on September 23, 2026

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 23, 2026 (the Annual Meeting). This Proxy Statement summarizes information concerning the matters to be presented at the Annual 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 10, 2026. Capitalized terms used in this Proxy Statement that are not otherwise defined are defined in Appendix A to this document.

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