Attached files

file filename
EX-99 - NEWS RELEASE - DARDEN RESTAURANTS INCq1fy14exhibit99-newsrelease.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: September 18, 2013
(Date of earliest event reported)
 
DARDEN RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
 
Commission File Number: 1-13666
 

 
 
 
Florida
 
59-3305930
(State or other jurisdiction of incorporation)
 
(IRS Employer Identification No.)
1000 Darden Center Drive, Orlando, Florida 32837
(Address of principal executive offices, including zip code)
(407) 245-4000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.


On September 18, 2013, Andrew H. Madsen resigned as the President and Chief Operating Officer of Darden Restaurants, Inc. (the “Company”) and announced his plans to retire from the Company effective as of November 24, 2013. Until his retirement, Mr. Madsen will serve as President, Transition Support.

The Board of Directors of the Company has been engaged in an ongoing talent management effort in consultation with Clarence Otis, the Company's Chairman and Chief Executive Officer. Based on discussions with Mr. Otis and in support of his strategic positioning of the Company and its management team for long-term growth, the Board appointed Eugene I. Lee, Jr. as President and Chief Operating Officer of the Company effective September 18, 2013. In connection with Mr. Lee's appointment, the Compensation Committee of the Board approved a compensation increase for Mr. Lee effective September 23, 2013. Mr. Lee's base salary will increase from $577,500 to $700,000, his annual incentive opportunity target will increase from 60% to 70% and his long-term incentive opportunity target will increase from $925,000 to $1,500,000. Certain other benefits and perquisites will also be adjusted to a level commensurate with his new role. In addition, the Compensation Committee approved a special grant of equity to Mr. Lee with a dollar value of $500,000, to be granted two-thirds in the form of stock options and one-third in the form of performance stock units, effective September 25, 2013.

Following the 2013 Annual Meeting of Shareholders, the Board of Directors accepted the resignation of Mr. Madsen from the Board effective as of September 18, 2013, and voted to reduce the size of the Board from 13 to 12 directors.

Item 5.07
Submission of Matters to a Vote of Security Holders
 2
(a)
The Annual Meeting of Shareholders of the Company was held on September 18, 2013 in Orlando, Florida.

(b)
The name of each director elected at the meeting, a brief description of each other matter voted upon, and the voting results, are provided below. At the Annual Meeting, the shareholders took the following actions:

(i)
Elected a full Board of 13 directors to serve until the next annual meeting of shareholders and until their successors are elected and qualified, as follows:

 
For
 
Withheld
 
Broker
Non-Votes
Michael W. Barnes
90,505,118

 
 
3,460,554

 
 
15,475,439

 
Leonard L. Berry
89,040,921

 
 
4,924,751

 
 
15,475,439

 
Christopher J. Fraleigh
90,557,880

 
 
3,407,792

 
 
15,475,439

 
Victoria D. Harker
90,174,639

 
 
3,791,033

 
 
15,475,439

 
David H. Hughes
89,154,890

 
 
4,810,782

 
 
15,475,439

 
Charles A. Ledsinger, Jr.
90,405,405

 
 
3,560,267

 
 
15,475,439

 
William M. Lewis, Jr.
90,444,308

 
 
3,521,364

 
 
15,475,439

 
Senator Connie Mack III
88,899,410

 
 
5,066,282

 
 
15,475,439

 
Andrew H. Madsen
89,098,933

 
 
4,866,739

 
 
15,475,439

 
Clarence Otis, Jr.
88,095,663

 
 
5,870,009

 
 
15,475,439

 
Michael D. Rose
88,738,639

 
 
5,227,033

 
 
15,475,439

 
Maria A. Sastre
88,423,481

 
 
5,542,191

 
 
15,475,439

 
William S. Simon
90,271,353

 
 
3,694,319

 
 
15,475,439

 






(ii)
Approved the Darden Restaurants, Inc. 2002 Stock Incentive Plan, as amended.

For
68,024,016
 
Against
25,550,745
 
Abstain
390,911
 
Broker Non-Vote
15,475,439
 

(iii)
Approved a resolution providing advisory approval of the Company's Executive Compensation.

For
71,571,864
 
Against
21,555,364
 
Abstain
838,444
 
Broker Non-Vote
15,475,439
 

(iv)
Ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending May 25, 2014.

For
106,674,770
 
Against
2,561,669
 
Abstain
204,672
 
Broker Non-Vote
0
 

(v)
Did not approve a shareholder proposal regarding a majority vote standard for the election of directors.

For
40,809,623
 
Against
52,634,590
 
Abstain
521,459
 
Broker Non-Vote
15,475,439
 

(vi)
Approved a shareholder proposal regarding a proxy access bylaw.

For
57,466,950
 
Against
35,888,203
 
Abstain
610,519
 
Broker Non-Vote
15,475,439
 

(vii)
Did not approve a shareholder proposal regarding reporting on political contributions.

For
20,155,951
 
Against
67,699,824
 
Abstain
6,109,897
 
Broker Non-Vote
15,475,439
 






(viii)
Did not approve a shareholder proposal regarding reporting on lobbying.

For
19,916,686
 
Against
68,013,093
 
Abstain
6,035,893
 
Broker Non-Vote
15,475,439
 

(ix)
Did not approve a shareholder proposal regarding disclosure of EEO-1 report data.

For
19,647,603
 
Against
70,779,419
 
Abstain
3,538,650
 
Broker Non-Vote
15,475,439
 

Item 8.01
Other Events.

The Company issued a news release dated September 20, 2013 entitled “Darden Restaurants Announces Leadership Changes; COO Drew Madsen to Retire,” a copy of which is filed as Exhibit 99 to this Current Report on Form 8-K and incorporated herein.

Item 9.01
Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit
Number
  
 
 
 
99
 
News release dated September 20, 2013 entitled “Darden Restaurants Announces Leadership Changes; COO Drew Madsen to Retire.”






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

DARDEN RESTAURANTS, INC.
 
 
By:
/s/ Teresa M. Sebastian
 
Teresa M. Sebastian
 
Senior Vice President, General Counsel and Secretary
Date: September 20, 2013






EXHIBIT INDEX
 


Exhibit
Number
  
Description of Exhibit
99
 
News release dated September 20, 2013 entitled “Darden Restaurants Announces Leadership Changes; COO Drew Madsen to Retire.”