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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 | x | 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 computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
- Title of each class of securities to which the transaction applies:
- Aggregate number of securities to which the transaction applies:
- Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
- Proposed maximum aggregate value of transaction:
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- Fee paid previously with preliminary materials.
- Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
- Amount Previously Paid:
- Form, Schedule or Registration Statement No.:
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- Date Filed:
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August 5, 2019
Dear Shareholders:
On behalf of your Board of Directors, it is our pleasure to invite you to attend the 2019 Annual Meeting of Shareholders of Darden Restaurants, Inc. We will hold the Annual Meeting on Wednesday, September 18, 2019 , at 10:00 a.m., Eastern Time, at Rosen Shingle Creek, 9939 Universal Blvd., Orlando, Florida 32819 . All holders of our outstanding common shares as of the close of business on July 24, 2019 , 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 details about the business to be conducted at the Annual Meeting. Please read these documents carefully. We will set aside time at the meeting for discussion of each item of business and provide you with the opportunity to ask questions. If you will need special assistance at 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) 245-4043.
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,
Charles M. Sonsteby
Chairman of the Board of Directors
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Time:
Place:
Items of Business:
Who Can Vote:
Website:
Date of Mailing:
DARDEN RESTAURANTS, INC.
1000 Darden Center Drive
Orlando, Florida 32837
_________________________
NOTICE OF
2019 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 18, 2019
10:00 a.m., Eastern Time, on Wednesday, September 18, 2019
Rosen Shingle Creek, 9939 Universal Blvd., Orlando, Florida 32819
- To elect a full Board of eight directors from the named director nominees to serve until the next annual meeting of shareholders and until their successors are elected and qualified;
- To obtain advisory approval of the Company's executive compensation;
- To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2020; and
- To transact such other business, if any, as may properly come before the meeting and any adjournment.
You can vote at 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, 2019.
Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to be held on September 18, 2019: The accompanying Proxy Statement and our 2019 Annual Report on Form 10-Kare available at www.darden.com . In addition, you may access these materials at www.proxyvote.com . On August 5, 2019, 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 2019 Annual Report on Form 10-K.
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, 2019.
By Order of the Board of Directors
Matthew R. Broad
Senior Vice President, General Counsel,
Chief Compliance Officer and Corporate Secretary
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DARDEN RESTAURANTS, INC.
PROXY STATEMENT
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Page | |
PROXY STATEMENT SUMMARY | 1 |
CORPORATE GOVERNANCE AND BOARD ADMINISTRATION | 3 |
Corporate Governance Guidelines | 3 |
Director Independence | 4 |
Related Party Transactions | 4 |
Director Election Governance Practices | 5 |
Board Leadership Structure | 5 |
Succession Planning | 5 |
Director Education | 6 |
Board Role in Oversight of Risk Management | 6 |
Compliance and Ethics Office and Codes of Business Conduct and Ethics | 6 |
PROPOSALS TO BE VOTED ON | 8 |
PROPOSAL 1 - ELECTION OF EIGHT DIRECTORS FROM THE NAMED DIRECTOR NOMINEES | 8 |
PROPOSAL 2 - ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION | 13 |
PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED | |
PUBLIC ACCOUNTING FIRM | 14 |
MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES | 15 |
Board of Directors | 15 |
Board Committees and Their Functions | 16 |
DIRECTOR COMPENSATION | 21 |
Compensation of Non-Employee Directors | 21 |
Current Director Compensation Program | 21 |
Fiscal 2019 Compensation of Non-Employee Directors | 22 |
STOCK OWNERSHIP OF MANAGEMENT | 24 |
STOCK OWNERSHIP OF PRINCIPAL SHAREHOLDERS | 25 |
COMPENSATION DISCUSSION AND ANALYSIS | 26 |
Executive Summary | 26 |
Summary of Fiscal 2019 Performance and Pay Results | 26 |
Overview | 27 |
Process For Determining Fiscal 2019 Executive Compensation | 27 |
Executive Compensation Philosophy and Strategy | 29 |
Executive Compensation Program Elements | 30 |
Other Programs, Policies, and Practices | 35 |
Shareholder Engagement and Results of Say On Pay Advisory Vote | 36 |
COMPENSATION COMMITTEE REPORT | 36 |
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 37 |
ASSESSMENT OF RISK OF COMPENSATION PROGRAMS | 37 |
EXECUTIVE COMPENSATION | 38 |
Summary Compensation Table | 38 |
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Grants of Plan-Based Awards for Fiscal 2019 | 40 |
Outstanding Equity Awards at Fiscal Year-End | 42 |
Option Exercises and Stock Vested for Fiscal 2019 | 43 |
Non-Qualified Deferred Compensation | 44 |
Pension Benefits | 45 |
Potential Payments Upon Termination or Change in Control | 46 |
Equity Compensation Plan Information | 52 |
CEO Pay Ratio | 53 |
AUDIT COMMITTEE REPORT | 54 |
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES | 55 |
QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING | 56 |
OTHER BUSINESS | 59 |
SOLICITATION OF PROXIES | 59 |
HOUSEHOLDING OF MATERIALS FOR ANNUAL MEETING OF SHAREHOLDERS | 60 |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 60 |
AVAILABILITY OF ANNUAL REPORT TO SHAREHOLDERS | 60 |
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Darden Restaurants Inc. published this content on 05 August 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 August 2019 21:04:09 UTC