DARDEN RESTAURANTS INC
For the period ended Sep 23, 2026. Filed Aug 10, 2026.
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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 23, 2026 · Filed Aug 10, 2026
Contents
Current Director Compensation Program
Our current Director Compensation Program, which has been in effect since September 2024, is set forth below.
| Directors receive the following compensation amounts in accordance with each of the roles in which they serve on the Board: | |
|---|---|
| All directors: | An annual cash retainer of $100,000. |
| An annual equity grant, which will be paid 100 percent in the form of restricted stock units (RSUs) and will have a fair market value of $185,000 at the date of grant. | |
| Committee Chairs: | An annual cash retainer of: |
| Audit | $35,000 |
| Compensation | $25,000 |
| Nominating and Governance | $20,000 |
| Finance | $15,000 |
| Committee Members: | An annual cash retainer of: |
| Audit | $17,500 |
| Compensation | $12,500 |
| Nominating and Governance | $10,000 |
| Finance | $7,500 |
| Lead Independent Director: | An annual equity grant, which will be paid 100 percent in the form of RSUs and will have a fair market value of $60,000 at the date of grant. |
| Chair of the Board: | An annual cash retainer of $100,000. |
| An annual equity grant, which will be paid 100 percent in the form of RSUs and will have a fair market value of $100,000 at the date of grant. | |
The annual cash retainers are due and paid quarterly, in arrears, unless the director elects to defer the payment. Directors may elect to receive, in lieu of their cash compensation, immediately vested RSUs
2026 Proxy Statement 43 of equal value to the annual cash retainer. If the director chooses to defer payment by receiving RSUs, he or she will receive dividend equivalents on such RSUs.
For the annual equity grant delivered in RSUs, the number of RSUs received equals the award value divided by the fair market value of our common stock on the date of grant. The RSUs vest on the earlier of (i) the first anniversary of the grant date or (ii) the date of the next annual meeting of shareholders. A director may elect to defer receipt of these RSUs until completion of Board service. Directors receive dividend equivalents on the RSUs to the extent the RSUs vest. The annual cash retainers and equity grants are pro-rated for directors who serve only a portion of the fiscal year.
Each of our directors is required to own the Company’s common shares with a value of at least five times the annual Board cash retainer, with a mandatory hold on all shares until the ownership guideline is achieved. However, the directors may sell enough shares to pay taxes in connection with their awards, even if the ownership guideline has not yet been achieved. As of May 31, 2026, all of our directors were in compliance with the stock ownership guidelines.
The Company reimburses directors for travel to Board meetings and related expenses, and for costs incurred in connection with attending continuing education programs. In addition, the Company provides a dining benefit to our directors because we believe it is important for our directors to experience dining in our restaurants in order to better perform their duties to our Company.
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