Darden Restaurants Announces Director Changes and Executive Compensation

TL;DR

Darden's board is shaking up: new directors in, one out, and exec pay details released.

AI Summary

On September 17, 2025, Darden Restaurants, Inc. filed an 8-K report detailing several key events. The company announced the departure of director Thomas F. W. Smith and the election of new directors, including Scott R. LaGrange and David M. Thomas Jr. Additionally, the filing disclosed compensatory arrangements for certain officers and submitted matters to a vote of security holders.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy and governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters such as director changes and compensation disclosures, which typically carry low inherent risk.

Key Numbers

• 20250917 — Report Date (Date of earliest event reported)
• 1-13666 — Commission File Number (Darden's SEC file number)

Key Players & Entities

• Darden Restaurants, Inc. (company) — Registrant
• Thomas F. W. Smith (person) — Departing Director
• Scott R. LaGrange (person) — Elected Director
• David M. Thomas Jr. (person) — Elected Director
• 0000940944-25-000048 (filing_id) — Accession Number

FAQ

Key Financial Figures

• $17,000,000 — ("PSUs") with a target dollar value of $17,000,000 (the "CEO Special PSU Award") vesting o

Filing Documents

• dri-20250917.htm (8-K) — 45KB
• exhibit101-specialceopsuaw.htm (EX-10.1) — 70KB
• 0000940944-25-000048.txt ( ) — 248KB
• dri-20250917.xsd (EX-101.SCH) — 2KB
• dri-20250917_lab.xml (EX-101.LAB) — 21KB
• dri-20250917_pre.xml (EX-101.PRE) — 12KB
• dri-20250917_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. Approval of Performance-Based Restricted Stock Unit Award On September 17, 2025, the independent directors of the Board of Directors of Darden Restaurants, Inc. (the "Company") approved a new special equity grant for Ricardo Cardenas, President and Chief Executive Officer of the Company, under the Company's Amended & Restated 2015 Omnibus Incentive Plan (the "2015 Plan"). Mr. Cardenas will receive a grant of performance stock units ("PSUs") with a target dollar value of $17,000,000 (the "CEO Special PSU Award") vesting on July 24, 2030 (the "Vesting Date"). The Company expects that the grant will be made on September 24, 2025 (the "Grant Date"), in accordance with the Company's equity awards policy. The target number of PSUs granted to Mr. Cardenas will be determined based on the average closing stock price on the New York Stock Exchange for the two fiscal weeks ending before the week prior to the Grant Date (the "Target PSUs"). The number of PSUs that can be earned will range from 0% to 200% of the Target PSUs, based on the Company's total shareholder return ("TSR") relative to the TSR of the constituent companies on the S&P 500 index as of the Grant Date measured over the approximately five-year performance period. Subject to certain exceptions, the vesting of the PSUs is subject to Mr. Cardenas' continued service with the Company through the Vesting Date. The PSUs are subject to the terms of the 2015 Plan and the CEO Special PSU Award agreement, which agreement is being filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by this reference. The foregoing description of the terms of the CEO Special PSU Award is qualified in its entirety by reference to the full text of such award agreement.

07

Item 5.07 Submission of Matters to a Vote of Security Holders. (a) The Annual Meeting of Shareholders of the Company was held online via the internet at www.virtualshareholdermeeting.com/DRI2025 on September 17, 2025. On September 18, 2025, Peter W. Descovich, the independent Inspector of Election for the Annual Meeting, delivered to the Company his final, certified vote results. (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 the following 9 directors to serve until the next annual meeting of shareholders or until his or her successor is elected and qualified. Nominees For Withheld Broker Non-Vote Margaret Shn Atkins 92,266,349 2,578,162 11,310,458 Ricardo Cardenas 93,932,778 911,733 11,310,458 Juliana L. Chugg 90,385,073 4,459,438 11,310,458 James P. Fogarty 92,995,205 1,849,306 11,310,458 Cynthia T. Jamison 92,944,022 1,900,489 11,310,458 Daryl A. Kenningham 94,176,249 668,262 11,310,458 William S. Simon 90,810,730 4,033,781 11,310,458 Charles M. Sonsteby 92,660,417 2,184,094 11,310,458 Timothy J. Wilmott 93,428,911 1,415,600 11,310,458 (ii) Approved a resolution providing advisory approval of the Company's executive compensation. For 90,743,641 Against 3,663,287 Abstain 437,583 Broker Non-Vote 11,310,458 (iii) Ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending May 31, 2026. For 98,082,784 2 Against 7,935,531 Abstain 136,654 Broker Non-Vote 0 (iv) Did not approve the shareholder proposal requesting the Company disclose measurable targets for reducing greenhouse gas emissions. For 12,101,216 Against 81,863,920 Abstain 879,375 Broker Non-Vote 11,310,458

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description of Exhibit 10.1 Form of Special Performance Stock Unit Award Agreement 3

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: September 19, 2025 4