Darden Restaurants Inc

1. 1

   Election of Nine Directors from the Named Director Nominees

   ManagementBoard: FOR

   Elect nine named director nominees to serve until the next annual meeting and until their successors are elected and qualified.

2. 2

   Advisory Approval of the Company’s Executive Compensation

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation awarded to the Company's named executive officers as disclosed in the proxy statement.

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s executive compensation disclosures and the compensation philosophy and outcomes described in the proxy statement for fiscal 2026. Management is asking for annual endorsement as part of the Company’s regular governance and shareholder engagement practices; the vote is advisory and intended to provide feedback to the Board and the Compensation Committee. The Compensation Committee oversees a pay program that emphasizes pay-for-performance—more than two‑thirds of NEO target compensation is performance‑based—and uses a mix of annual cash incentives and long-term equity awards (RSUs, options, and PSUs tied to relative TSR). The proxy discloses rigorous goal-setting processes for annual incentive metrics (70% adjusted diluted net EPS and 30% same-restaurant sales for the Company) and multi-year PSU designs tied to relative TSR versus the S&P 500. The Board highlights governance safeguards such as an independent Compensation Committee, independent consultant engagement, clawback policy, stock ownership guidelines, limits on repricing, and multi-year vesting schedules, and it notes prior strong shareholder support for say-on-pay. The grant of a CEO Special Equity Award in fiscal 2026 is disclosed and defended as a retention and performance-based award with extended performance and vesting conditions tied to relative TSR and a cap on maximum value; this award increases the scrutiny around pay outcomes. The Board recommends a FOR vote because it believes the program aligns management incentives with long-term shareholder value creation and that the proxy disclosures demonstrate appropriate design and oversight. Because the vote is non-binding, the Board nonetheless commits to consider the results and shareholder feedback when making future compensation decisions. Investors should weigh the pay mix, the large special CEO award, historical say-on-pay support, and the Company’s financial and TSR performance when deciding how to vote.

3. 3

   Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 30, 2027.

4. 4

   Shareholder Proposal Requesting the Company’s Board of Directors to Adopt a Policy for Review and Disclosure of Findings for Directors Receiving Less Than 80% Support in an Uncontested Election

   Shareholder — The Accountability Board (TAB), 401 Edgewater Place, Suite 600, Wakefield, MA 01880Board: AGAINST

   A shareholder proposal from The Accountability Board requesting that Darden adopt and disclose a policy requiring the Board’s independent directors to conduct a formal review and publicly disclose summary findings and any responsive actions if any director receives less than 80% of votes cast in an uncontested election.

   More detail

   The proposal from The Accountability Board requests that Darden adopt a formal policy requiring the independent directors to review and publicly disclose findings and any responsive actions if any director receives less than 80% support in an uncontested election. The proponent frames this as a process-enhancing accountability measure that treats elevated shareholder opposition (20% or more) as a governance event prompting structured evaluation and transparent communication; it explicitly does not demand removal but seeks procedural consequences to strengthen continuous board accountability. Management opposes the measure, arguing that Darden’s existing governance framework — annual director elections, majority-vote resignation policy, independent chair, committee oversight, routine shareholder engagement, and historical director support well above 80% — already provides appropriate accountability and that an arbitrary 80% threshold could generate mechanical, context-insensitive requirements. The Board further argues that mandated public reporting risks chilling candid deliberations, generating disclosure and litigation risk, and diverting resources to compliance exercises; it cites market practice and Glass Lewis benchmarking to support the majority threshold as the accepted norm. Company‑specific context includes Darden’s strong historical director vote results (lowest recent support above 91%), robust shareholder engagement practices (including with the proponent), and governance features that emphasize context-sensitive responses rather than bright-line thresholds. From an investor governance perspective, this proposal sits at the intersection of process-based reforms that many funds and proxy advisors increasingly consider and company arguments favoring flexible, case-by-case responses. If adopted, the proposal would increase transparency about director election outcomes and the Board’s reasoning in certain contested-signal scenarios, potentially strengthening shareholder monitoring but also raising questions about the appropriate balance between transparency and board deliberative confidentiality. Given Darden’s disclosed pay-for-performance alignment, long-term incentive practices, and high historical support for directors, the practical likelihood of the policy being triggered appears low, but its adoption would nonetheless formalize a standardized reporting response to a broader range of shareholder dissent than the current majority resignation mechanism captures.

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When is the Darden Restaurants Inc 2026 annual meeting?

Darden Restaurants Inc (DRI) holds its 2026 annual shareholder meeting on Wednesday, September 23, 2026.

What is the record date for the Darden Restaurants Inc 2026 meeting?

The record date for the Darden Restaurants Inc 2026 meeting is Wednesday, July 29, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Darden Restaurants Inc's 2026 meeting?

The board is presenting 9 director nominees at the Darden Restaurants Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Darden Restaurants Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Darden Restaurants Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.