Darden Restaurants DEF 14A: Executive Compensation Details

Ticker: DRI · Form: DEF 14A · Filed: 2024-08-05T00:00:00.000Z

Sentiment: neutral

Topics: proxy-statement, executive-compensation, governance

TL;DR

Darden's proxy statement is out, detailing exec pay and equity awards for FY24. Check the numbers on unvested awards.

AI Summary

Darden Restaurants Inc. filed its DEF 14A on August 5, 2024, for the fiscal year ending May 26, 2024. The filing details executive compensation, including equity awards and dividends paid on unvested equity. Key figures relate to the year-end fair value of outstanding equity awards granted in various fiscal years, such as the period ending May 28, 2023, and May 29, 2022.

Why It Matters

This filing provides transparency into how Darden Restaurants compensates its top executives, which can influence investor decisions regarding the company's governance and financial health.

Risk Assessment

Risk Level: low — This is a routine proxy statement detailing executive compensation and governance, not indicating immediate financial distress or significant new risks.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of this DEF 14A filing for Darden Restaurants Inc.?

The primary purpose is to provide shareholders with information regarding the company's annual meeting, including details on executive compensation, director nominations, and other corporate governance matters.

What fiscal year does this filing cover?

This filing covers the fiscal year ending May 26, 2024.

What specific compensation elements are detailed in the filing?

The filing details elements such as the year-end fair value of outstanding equity awards granted in various years, dividends paid on unvested equity, and changes in the fair value of unvested equity.

When was Darden Restaurants Inc. formerly known as General Mills Restaurants Inc. and when did that name change occur?

Darden Restaurants Inc. was formerly known as General Mills Restaurants Inc., and the date of the name change was March 13, 1995.

What are the business and mailing addresses for Darden Restaurants Inc.?

The business and mailing addresses for Darden Restaurants Inc. are both listed as 1000 Darden Center Drive, Orlando, FL 32837.

Filing Stats: 4,459 words · 18 min read · ~15 pages · Grade level 13.6 · Accepted 2024-08-05 11:21:49

Key Financial Figures

Filing Documents

To obtain non-binding advisory approval of the Company's executive compensation

Item 2. To obtain non-binding advisory approval of the Company's executive compensation. Item 3. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending May 25, 2025. Item 4. To vote on a management proposal to obtain shareholder approval of amendment and restatement of the Company's 2015 Omnibus Incentive Plan. Item 5. To vote on a shareholder proposal requesting the Company disclose its Broiler Chicken Key Welfare Indicators if properly presented at the meeting. Item 6. To vote on a shareholder proposal requesting the Company disclose the percent of pork raised in group housing and establish targets for achieving 100% group housed pork if properly presented at the meeting. Item 7. To vote on a shareholder proposal requesting the Company comply with WHO guidelines for antimicrobials for food-producing animals in the supply chain if properly presented at the meeting. Item 8. To vote on a shareholder proposal requesting the Company issue a report on if and how it will reduce greenhouse gas emissions in alignment with the Paris Agreement's 1.5 degree goal if properly presented at the meeting.

To transact such other business, if any, as may properly come before the meeting and any adjournment

Item 9. 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 18, 2024 The accompanying Proxy Statement and our 2024 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 5, 2024, 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 2024 Annual Report on Form 10-K. Internet Vote 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 Notice Mail Vote by completing, signing, dating and returning the proxy card Telephone Vote 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 Meeting Shareholders 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 24, 2024. 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 5, 2024. By Order of the Board of Directors Matthew R. Broad Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary DARDEN RESTAURANTS, INC. 1000 Darden Center Driv

Executive Compensation Highlights

Executive Compensation Highlights 6 Sustainability Highlights 6 Proposal 8 — Shareholder Proposal Inclusion and Diversity Highlights 8 Requesting the Company Issue a Report on if and how it will Reduce CORPORATE GOVERNANCE AND BOARD Greenhouse Gas Emissions in ADMINISTRATION 10 Alignment with the Paris Agreement's Corporate Governance Guidelines 10 1.5 Degree Goal 52 Director Independence 11 Related Party Transactions 12 MEETINGS OF THE BOARD OF DIRECTORS Director Election Governance Practices 13 AND ITS COMMITTEES 56 Board Leadership Structure 13 Board of Directors 56 Succession Planning 14 Board Committees and Their Functions 57 Director Education 14 Board Role in Oversight of Risk Management 15 DIRECTOR COMPENSATION 63 Compliance and Ethics Office and Codes of Compensation of Non-Employee Directors 63 Business Conduct and Ethics 16 Current Director Compensation Program 63 Executive Officers of the Registrant 17 Fiscal 2024 Compensation of Non-Employee Directors 64 PROPOSALS TO BE VOTED ON 20 STOCK OWNERSHIP OF MANAGEMENT 66 PROPOSAL 1 — ELECTION OF NINE DIRECTORS Employee, Officer and Director Hedging 67 FROM THE NAMED DIRECTOR NOMINEES 20 STOCK OWNERSHIP OF PRINCIPAL PROPOSAL 2 — ADVISORY APPROVAL OF SHAREHOLDERS 68 THE COMPANY'S EXECUTIVE COMPENSATION 28 COMPENSATION DISCUSSION AND ANALYSIS 69 PROPOSAL 3 — RATIFICATION OF APPOINTMENT Introduction 69 OF INDEPENDENT REGISTERED PUBLIC Executive Summary 70 ACCOUNTING FIRM 29 Process For Determining Executive Compensation 71

Executive Compensation Philosophy and Strategy

Executive Compensation Philosophy and Strategy 73 PROPOSAL 4 — MANAGEMENT PROPOSAL:

Executive Compensation Program Elements

Executive Compensation Program Elements 74 SHAREHOLDER APPROVAL OF AMENDED AND Other Programs, Policies, and Practices 79 RESTATED DARDEN RESTAURANTS, INC. 2015 Insider Trading Policy 80 OMNIBUS INCENTIVE PLAN 30 Shareholder Engagement and Results of Say On Pay Advisory Vote 81 PROPOSAL 5 — SHAREHOLDER PROPOSAL REQUESTING THE COMPANY DISCLOSE ITS COMPENSATION COMMITTEE REPORT 81 BROILER CHICKEN KEY WELFARE INDICATORS 43 COMPENSATION COMMITTEE INTERLOCKS PROPOSAL 6 — SHAREHOLDER PROPOSAL AND INSIDER PARTICIPATION 82 REQUESTING THE COMPANY DISCLOSE THE PERCENT OF PORK RAISED IN GROUP HOUSING ASSESSMENT OF RISK OF COMPENSATION AND ESTABLISH TARGETS FOR ACHIEVING 100% PROGRAMS 82 GROUP HOUSED PORK 46

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 83 OTHER BUSINESS 111 Summary Compensation Table 83 Grants of Plan-Based Awards for Fiscal 2024 85 SOLICITATION OF PROXIES 111 Outstanding Equity Awards at Fiscal Year-End 86 Option Exercises and Stock Vested for Fiscal 2024 87 HOUSEHOLDING OF MATERIALS FOR Non-Qualified Deferred Compensation 88 ANNUAL MEETING OF SHAREHOLDERS 111 Potential Payments Upon Termination or Change in Control 89 AVAILABILITY OF ANNUAL REPORT TO CEO Pay Ratio 96 SHAREHOLDERS 112 Pay vs Performance Disclosure 97 APPENDIX A — GLOSSARY OF TERMS A- 1 AUDIT COMMITTEE REPORT 102 Appendix B — Amended and Restated 2015 INDEPENDENT REGISTERED PUBLIC Omnibus Incentive Plan B- 1 ACCOUNTING FIRM FEES AND SERVICES 103 QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING 105 Proxy Statement for Annual Meeting of Shareholders to be held on September 18, 2024 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 18, 2024. This Proxy Statement summarizes information concerning the matters to be presented at the 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 5, 2024. Capitalized terms used in this Proxy Statement that are not otherwise defined are defined in Appendix A to this document. Pr oxy Statement Summary This summary highlights certain information discussed in more detail in this Proxy Statement. 2024 Annual Meeting of Shareholders Date & Time: Wednesday, September 18, 2024, 10:00 a.m., E.T. Location: Online, via the internet at www.virtualshareholdermeeting.com/DRI2024 Matters Presented for Vote at the Meeting The matters to be voted upon at this meeting, along with the Boar

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