Darden Restaurants Files 8-K on Director and Officer Changes

TL;DR

Darden Restaurants (DRI) filed an 8-K today covering board and exec comp changes. Keep an eye on details.

AI Summary

On December 9, 2024, Darden Restaurants, Inc. filed an 8-K report detailing changes in its board of directors and executive compensation. The filing includes the election of new directors and updates to compensatory arrangements for certain officers, though specific names and dollar amounts for these changes are not detailed in this initial filing.

Why It Matters

Changes in a company's board of directors and executive compensation can signal shifts in strategy or governance, impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — This filing is routine and reports on corporate governance and compensation matters without immediate financial implications.

Key Players & Entities

• DARDEN RESTAURANTS, INC. (company) — Registrant
• 0000940944-24-000072 (filing_id) — Accession Number
• 12/09/2024 (date) — Date of Report
• Florida (location) — State of Incorporation
• 1000 Darden Center Drive, Orlando, Florida 32837 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $100,000 — tor receives an annual cash retainer of $100,000 and an annual equity grant which is pai
• $185,000 — ") and will have a fair market value of $185,000 at the date of grant. Members of the Au
• $17,500 — embers of the Audit Committee receive a $17,500 annual retainer and members of the Comp
• $12,500 — of the Compensation Committee receive a $12,500 annual retainer. Except for the annual

Filing Documents

• dri-20241209.htm (8-K) — 29KB
• darylkenninghamboardseat-f.htm (EX-99.1) — 5KB
• image_0.jpg (GRAPHIC) — 125KB
• 0000940944-24-000072.txt ( ) — 330KB
• dri-20241209.xsd (EX-101.SCH) — 2KB
• dri-20241209_lab.xml (EX-101.LAB) — 21KB
• dri-20241209_pre.xml (EX-101.PRE) — 12KB
• dri-20241209_htm.xml (XML) — 3KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 9, 2024, the Board of Directors (the "Board") of Darden Restaurants, Inc. (the "Company") increased the number of directors of the Company from nine to ten, and elected Daryl A. Kenningham to serve as a director, effective immediately, as further described in the press release dated December 9, 2024, entitled "Darden Restaurants, Inc. Announces New Board Member," a copy of which is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K. The Board appointed Mr. Kenningham to serve on the Audit Committee and the Compensation Committee of the Board. The Board determined that, in its judgment, Mr. Kenningham satisfies the requirements for "independence" set forth in the Company's Corporate Governance Guidelines and the applicable rules of the New York Stock Exchange. The Board also determined that Mr. Kenningham has the ability to read and understand financial statements and is an "audit committee financial expert" in accordance with the applicable rules of the New York Stock Exchange as such qualification is interpreted by the Board in its business judgment. There were no arrangements or understandings pursuant to which Mr. Kenningham was elected nor any relationships or related transactions between Mr. Kenningham and the Company of the type required to be disclosed under applicable Securities and Exchange Commission ("SEC") rules. As a non-employee director, Mr. Kenningham will receive the compensation under the Company's Director Compensation Program, as amended in September 2024. Under the Director Compensation Program, each director receives an annual cash retainer of $100,000 and an annual equity grant which is 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. Members of the Audit Committee receive a

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description of Exhibit 99.1 News release dated December 9, 2024 entitled "Darden Restaurants, Inc. Announces New Board Member." 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2

SIGNATURES

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/ Matthew R. Broad Matthew R. Broad Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary Date: December 9, 2024 3