UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

 

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☐	Soliciting Material Pursuant to §240.14a-12

DARDEN RESTAURANTS, INC.

(Name of Registrant as Specified In Its Charter)

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2022		Darden Restaurants, Inc. Annual Meeting of Shareholders and Proxy Statement
Wednesday, September 21, 2022 10:00 a.m., Eastern Time

 

 

 

		Our Brands

 

August 8, 2022

Dear Shareholders:

 

 

 

Notice of 2022 Annual

Meeting of Shareholders

To be held on September 21, 2022

 

Annual Meeting of Shareholders
Date and Time:      Wednesday, September 21, 2022      10:00 a.m., Eastern Time		Place: Online, via the internet at www.virtualshareholdermeeting.com/DRI2022		Record Date: Wednesday, July 27, 2022

 

Items of Business				How to Vote
Item  1. To elect a full Board of ten directors from the named director nominees to serve until the next annual meeting of shareholders and until their successors are elected and qualified;     Item  2. To obtain 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 28, 2023;     Item  4. 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 21, 2022: The accompanying Proxy Statement and our 2022 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 8, 2022, 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 2022 Annual Report on Form 10-K.				Internet   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     by completing, signing, dating and returning the proxy card
				Telephone   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 27, 2022.
				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 8, 2022.
				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 Drive Orlando, Florida 32837

 

Table of Contents

 

 

Proxy Statement for Annual Meeting of Shareholders to be held on September 21, 2022

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 21, 2022. 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 8, 2022. Capitalized terms used in this Proxy Statement that are not otherwise defined are defined in Appendix B to this document.

Proxy Statement Summary

This summary highlights certain information discussed in more detail in this Proxy Statement.

2022 Annual Meeting of Shareholders

 

Date & Time:		Wednesday, September 21, 2022, 10:00 a.m., E.T.
Location:		Online, via the internet at www.virtualshareholdermeeting.com/DRI2022

Matters Presented for Vote at the Meeting

The matters to be voted upon at this meeting, along with the Board’s recommendation, are set forth below.

 

Proposals		Required Approval		Board Recommendation				Page Reference
Proposal 1. Election of Ten Directors from the Following Nominees: - M. Shân Atkins - Ricardo Cardenas - Juliana L. Chugg - James P. Fogarty - Cynthia T. Jamison - Eugene I. Lee, Jr. - Nana Mensah - William S. Simon - Charles M. Sonsteby - Timothy J. Wilmott		Majority of Votes Cast		✓		For Each Nominee		p. 19
Proposal 2. Advisory Approval of the Company’s Executive Compensation		Majority of Votes Cast		✓		For		p. 27
Proposal 3. Ratification of Appointment of the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending May 28, 2023		Majority of Votes Cast		✓		For		p. 28

 

 

 

2022 Proxy Statement    1

About Darden

Darden is a full-service restaurant company, and as of May 29, 2022, we owned and operated 1,867 restaurants through subsidiaries in the United States and Canada under the Olive Garden^®, LongHorn Steakhouse^®, Cheddar’s Scratch Kitchen^®, Yard House^®, The Capital Grille^®, Seasons 52^®, Bahama Breeze^®, Eddie V’s Prime Seafood^® and The Capital Burger^® trademarks.

Strategy Summary

Throughout fiscal 2022, our operating philosophy remained focused on strengthening the core operational fundamentals of the business by providing an outstanding guest experience rooted in culinary innovation, attentive service, engaging atmosphere, and integrated marketing. Darden enables each brand to reach its full potential by leveraging our scale, insights, and experience in a way that protects uniqueness and competitive advantages.

We manage our business organized around one core mission and one driving philosophy that keeps us focused on actions that will help us to be financially successful through great people consistently delivering outstanding food, drinks and service in an inviting atmosphere, making every guest loyal.

 

A full-service restaurant company with …

 

1 Mission

Be financially successful through great people consistently delivering outstanding food, drinks and service in an inviting atmosphere making every guest loyal.

4 Competitive Advantages

Significant Scale

●

Extensive Data & Insights

●

Rigorous Strategic Planning

●

Results- Oriented Culture

1 Driving Philosophy

Back-To-Basics

Culinary Innovation & Execution

●

Attentive Service

●

Engaging Atmosphere

●

Integrated Marketing

8 Iconic Brands

 

 

 

 

2    Darden Restaurants, Inc.

Key Performance Highlights

Fiscal 2022

 

We finished fiscal 2022 in a position of strength, despite fiscal 2022 continuing to be impacted by the COVID-19 pandemic and wider macroeconomic instability. Despite the ongoing uncertainty in the global and national economy, we remain focused on driving profitable sales growth and managing the business for the long term. While the economic environment is uncertain, we believe that we are in a position of strength to navigate through it.   Our strength begins with our strategy. Our four competitive advantages of Significant Scale, Extensive Data & Insights, Rigorous Strategic Planning, and our Results-Oriented Culture position us well to successfully navigate any environment. We will continue to leverage our advantages, and our superior financial position, to make the right long-term investments in our business and execute against our strategy.   And our Back-to-Basics Operating Philosophy continues to guide us as we pursue our mission: “Be financially successful through great people consistently delivering outstanding food, drinks and service in an inviting atmosphere making every guest loyal.”		We ended fiscal 2022 with the following key financial results:
Key Highlights
We invested in our great people, our team members, in many ways including:   Increasing the minimum hourly earnings for restaurant team members to $12, effective January 1, 2022, inclusive of income earned through gratuities. As a result, on average, our hourly team members earn more than $21 an hour, inclusive of income earned through gratuities.   We continued to invest in technology enhancements to improve the off-premise and in-restaurant guest experience, including mobile apps, internet ordering capabilities and tabletop ordering and payment options.   We served our communities with a focus on fighting hunger in fiscal 2022: we donated $2.0 million to Feeding America through the Darden Foundation, including providing ten additional mobile food trucks to local food banks with exceptionally high need, and contributed 4.2 million pounds of food through our Harvest program – amounting to 3.5 million meals.

 

 

 

2022 Proxy Statement    3

Director Highlights

 

		10 Nominees

Each of our ten director nominees is committed to our core values (integrity and fairness, respect and caring, inclusion and diversity, always learning – always teaching, being “of service,” teamwork and excellence). We seek directors who have an inquisitive and objective perspective, practical wisdom, mature judgment and a wide range of experience in the business world. The Company strives to maintain a Board that reflects gender, ethnic, racial and other diversity and also fosters diversity of thought. In 2021, we amended our Director Nomination Protocols to commit that the initial candidate pool for any vacancy on the Board, including any pool developed by a search firm, will include candidates with diversity of gender, race and/or ethnicity. During fiscal 2022, we added two new members to our Board of Directors, including one additional woman and one additional person of color, enhancing the diversity of our Board.

 

Our Director Nominees

 

Committee Memberships

Nominee and Primary Occupation

Age

Director Since

A

C

F

N

MARGARET SHÂN ATKINS Retired Co-Founder and Managing Director, Chetrum Capital LLC

65

2014

¡

¡

RICARDO CARDENAS President and Chief Executive Officer and Previous President and Chief Operating Officer, Darden Restaurants, Inc.

54

2022

JULIANA L. CHUGG Retired Executive Vice President and Chief Brand Officer, Mattel, Inc.

54

2022

¡

¡

JAMES P. FOGARTY CEO, FULLBEAUTY Brands, Inc.

54

2014

●

¡

CYNTHIA T. JAMISON Retired turnaround CFO

62

2014

●

¡

¡

EUGENE I. LEE, JR. Executive Chairman and Previous Chairman and CEO, Darden Restaurants, Inc.

61

2015

NANA MENSAH Chairman and Chief Executive Officer, ‘XPORTS, Inc.

70

2016

¡

●

WILLIAM S. SIMON Senior Advisor to KKR & Co.

62

2014

¡

●

CHARLES M. SONSTEBY Retired Vice Chairman, The Michaels Companies, Inc.

68

2014

¡

¡

¡

¡

TIMOTHY J. WILMOTT Retired Chief Executive Officer, Penn National Gaming, Inc.

64

2018

¡

¡

A = Audit        C = Compensation        F = Finance        N = Nominating and Governance        ● = Chair        ¡ = Member

 

 

 

4    Darden Restaurants, Inc.

Corporate Governance Highlights

Our Board seeks to maintain the highest standards of corporate governance and ethical business conduct, including the following highlights:

 

 

Executive Compensation Highlights

Our fiscal 2022 compensation programs were designed to create a strong alignment between pay and performance for our executives. Highlights of our executive compensation programs include:

 

 

We have included a detailed Executive Summary in the “Compensation Discussion and Analysis” section of this Proxy Statement.

Sustainability Highlights

We are committed to protecting our planet for future generations and sourcing food with care.

Darden’s current key Sustainability areas of focus are:

 

		Protecting our Planet		With more than 1,850 restaurant locations, we view conservation efforts at our restaurants as the first line of action in managing climate risks and resource volatility.

To that end, we track and report to our management and the Board on the following metrics annually:

 

Ø

Taking Action on Climate - Greenhouse gas (GHG) emissions (Scope 1 & 2)

Ø

Energy – Average Usage per Restaurant

Ø

Water – Average Usage per Restaurant

Ø

Waste – Recycling Rate

We are committed to providing disclosure to our shareholders on these and other sustainability metrics. We disclose all of these metrics on our corporate website, www.darden.com, and we include the GHG emissions in our annual report on Form 10-K.

 

 

 

2022 Proxy Statement    5

Climate Change

Climate change is a significant global challenge. As a business, we must prepare for both the risks and opportunities of a changing climate.

In fiscal 2022 Darden engaged with experts to assess the impacts of our entire value chain, including upstream suppliers and downstream impacts. The results will inform strategy and action in the areas of energy, GHG emissions, waste and water. Operational metrics are reported on our website, www.darden.com.

To help us manage climate risk, we are committed to:

 

•	Measuring and reporting our Scope 3 GHG emissions by the end of fiscal 2022. This is in addition to Scope 1 & 2 emissions from US owned and operated restaurants, which we already report publicly on our website, www.darden.com, and in our annual report on Form 10-K.

Fiscal 2022 update: We engaged with experts to conduct an initial measurement of our Scope 3 emissions for a representative, pre-Covid fiscal year (FY19). Details on our Scope 3 GHG emissions footprint are reported on our website, www.darden.com.

 

•	Aligning our climate approach to the Task Force on Climate-related Financial Disclosures (TCFD) by creating a framework that covers Governance, Strategy, Risk Management, and Metrics & Targets.

Fiscal 2022 update: As a first step toward this commitment, in fiscal 2022 Darden worked with an external consultant to assess our current emissions reporting and governance compared to TCFD recommendations. This work will enhance cross-department understanding of climate risks and opportunities and enable us to improve climate change management.

To help us tackle the climate impacts of our business, we have committed to:

 

•	Creating a strategy to address Scope 1 & 2 GHG emissions with the goal of achieving 100% renewable energy for our US-based, owned and operated restaurants.

Fiscal 2022 update: Throughout fiscal 2022, Darden engaged with experts and energy providers on opportunities to source renewable energy for our operations.

 

		Sourcing Food with Care		We lead in food safety and quality while also caring for farm animals and holding our suppliers to our Food Principles. We know that where our ingredients come from and how they are grown are integral elements in the recipe for preparing great food for our guests. Darden’s Food Principles are our foundation for sourcing food for our guests sustainably.

Darden takes animal welfare very seriously. A key tenet of our approach is to work with protein suppliers who are committed to the improvement of animal welfare. We have a responsibility to ensure that animals are treated with respect and care in the process of providing nutritious food that is served in our restaurants. Our Animal Welfare Policy defines Darden’s position and outlines our approach and strategy in this area.

In 2019, we established an Animal Welfare Council, which unites a cross-functional group of academics and thought leaders in the care of animals in food supply chains. This group is supporting Darden in our continued efforts to improve animal welfare outcomes and, most recently, started to map out a framework and process for working with chicken suppliers on key welfare areas, including medically important antibiotic usage.

 

 

 

6    Darden Restaurants, Inc.

In fiscal 2022, Darden engaged the majority of its poultry suppliers through a supplier survey to better understand current animal welfare and antibiotics positioning and practices. We have started to translate those learnings and develop a pilot program aiming to further test and define our outcome-based approach.

Additional measures we take to ensure best practices in our food sourcing include:

 

Ø

We require third-party audits to ensure that our Animal Welfare Policy is upheld by suppliers producing our animal products.

 

Ø

We manage our suppliers by:

 

•

Conducting rigorous evaluations to verify food safety procedures and product quality.

 

•

Holding all partners accountable to our Supplier Code of Conduct.

 

•

Assigning our Total Quality team and third-party partners to perform ongoing audits every year to ensure food safety and product quality.

 

Ø

Restaurant leaders are thoroughly trained on our robust food safety and restaurant cleanliness practices and conduct in-depth walk-throughs twice each day.

 

Ø

We use a third-party partner to conduct quarterly inspections at every restaurant to validate our strict food safety protocols.

Please visit the Our Impact section of our website at www.darden.com for updates on our animal welfare efforts.

Inclusion and Diversity Highlights

 

		At Darden, everyone is welcome to a seat at our table.

Our History Shapes Our Commitment

When our founder Bill Darden opened his first restaurant in 1938, he employed anyone willing to work hard, work smart and grow with the company – without regard to race, gender or background.

Ensuring an inclusive and diverse workplace is at the very heart of Darden and our brands. We are strengthened by a diversity of cultures, perspectives, attitudes and ideas. We honor each other’s heritage and uniqueness. We prioritize our inclusion and diversity efforts not just because it is the right thing to do – but because it makes us better. It leads to innovation of thought, fuels our growth as a company and creates great places to work for our team members. Our strategy to uphold our founder’s legacy is rooted in advancing workplace diversity, creating an inclusive environment and building on our commitment.

 

 

 

2022 Proxy Statement    7

The Board reviews and evaluates human capital metrics, strategic objectives and other initiatives with respect to the Company’s workforce. We have added detailed human capital metrics to our annual report on Form 10-K and to our corporate website. We have also added our EEO-1 data to our corporate website disclosure. Some key inclusion and diversity highlights are set forth below.

 

Our Team (as of year-end fiscal 2022 unless otherwise indicated)

Our strategy to uphold our founder’s legacy is rooted in advancing workplace diversity, creating an inclusive environment and building on our commitment. We report details about these strategic initiatives on our corporate website.

 

Advance Workplace Diversity				Create an Inclusive Environment				Build on Our Commitment
✓  Increase our pipeline of diverse leaders   ✓  Ensure all levels of our team reflect the diversity of our talent in our industry and communities   ✓  Expand inclusive hiring and development best practices across all our brands				✓  Expand inclusion and diversity awareness and training to all team member populations   ✓  Equip all leaders with the tools and resources to foster an inclusive environment for team members and guests   ✓  Utilize Employee Resource Groups to engage, retain and advance our team				✓  Make a positive impact in the communities we serve   ✓  Continue to invest in diverse suppliers

 

 

 

8    Darden Restaurants, Inc.

Corporate Governance and Board Administration

Our Board is Committed to the Highest Standards of Corporate Governance and Ethical Business Conduct

Corporate governance guidelines, policies and practices are the foundation for the effective and ethical governance of all public companies. Our Board is committed to the highest standards of corporate governance and ethical business conduct, providing accurate information with transparency and complying fully with the laws and regulations applicable to our business. The Company’s corporate governance structure is designed to ensure that the Company’s policies and practices are aligned with shareholder interests and corporate governance best practices. Executive management supports the Board’s commitment to be transparent through shareholder outreach efforts. We offer our shareholders an opportunity to engage in dialogue with us about aspects of our corporate governance and discuss any areas of concern. Our corporate governance practices are governed by our Articles of Incorporation, Bylaws, Corporate Governance Guidelines, Board committee charters, Shareholder Communication Procedures, Codes of Business Conduct and Ethics and Insider Trading Policy. You can access these documents at www.darden.com under Investors — Governance to learn more about the framework for our corporate governance practices. Copies are also available in print, free of charge, to any shareholder upon written request addressed to our Corporate Secretary.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines that specifically address the Company’s key governance practices and policies. The Nominating and Governance Committee of the Board oversees governance issues and recommends changes to the Company’s governance guidelines, policies and practices as appropriate. Our Corporate Governance Guidelines cover many important topics, including:

 

•

Director responsibilities;

 

•

Director qualification standards;

 

•

Director independence;

 

•

Director access to senior management and independent advisors;

 

•

Director compensation;

 

•

Director orientation and continuing education;

 

•

Codes of Business Conduct and Ethics;

 

•

Risk oversight;

 

•

Related party transactions;

 

•

Approval of CEO and senior management succession plans;

 

•

Annual compensation review of CEO and executive officers;

 

 

 

2022 Proxy Statement    9

•

Human capital management;

 

•

An annual evaluation in executive session of the CEO by the independent directors, led by the Chairman of the Compensation Committee; and

 

•

An annual performance evaluation of the Board and each of the Board committees, and an even more in-depth performance evaluation of the Board led by an outside consultant no less often than every two years.

The Corporate Governance Guidelines also include policies on certain specific subjects, including those that:

 

•

Require meetings at least four times annually of the independent directors in executive session without our CEO or other members of management present;

 

•

Require a letter of resignation from directors upon a significant change in their personal circumstances, including a change in or termination of their principal job responsibilities;

 

•

Limit the number of other public company boards, in addition to Darden, on which directors may serve to not more than four, except when the full Board determines that special circumstances exist;

 

•

Provide that no member of the Audit Committee may serve on the audit committee of more than three public companies, including the Company;

 

•

Require the Nominating and Governance Committee to annually review the directors’ time commitments, considering other public company board memberships and leadership roles, including service as chairman of the board, lead independent director or other equivalent role of any public company, before recommending directors for election to the Board, and to conduct individual evaluations of the time commitments of members who serve on four or more total public company boards; and

 

•

Provide a mandatory retirement age for directors.

Director Independence

Our Corporate Governance Guidelines require that at least two-thirds of the Board be independent directors, as defined under the rules (the NYSE Rules) of the New York Stock Exchange (NYSE). The NYSE Rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act), include the additional requirements that members of the Audit Committee may not accept directly or indirectly any consulting, advisory or other compensatory fee from the Company other than their director compensation and may not be affiliated with the Company or its subsidiaries. The NYSE Rules and Rule 10C-1 under the Exchange Act provide that when determining the independence of members of the Compensation Committee, the Board must consider all factors specifically relevant to determining whether a director has a relationship to the Company which is material to the director’s ability to be independent from management in connection with Compensation Committee duties, including, but not limited to, consideration of the sources of compensation of Compensation Committee members, including any consulting, advisory or other compensatory fees paid by the Company, and whether any Compensation Committee member is affiliated with the Company or any of its subsidiaries or affiliates. Compliance by Audit Committee members and Compensation Committee members with these requirements is separately assessed by the Board.

The Board has reviewed, considered and discussed each current director’s relationships, both direct and indirect, with the Company in order to determine whether such director meets the

 

 

 

10    Darden Restaurants, Inc.

independence requirements of the applicable sections of the NYSE Rules (there are no nominees for election as directors at the Annual Meeting who are not current directors). The Board has affirmatively determined that, other than Mr. Lee and Mr. Cardenas, who are employed by the Company, eight of the ten nominees (Mmes. Atkins, Chugg and Jamison and Messrs. Fogarty, Mensah, Simon, Sonsteby and Wilmott) have no direct or indirect material relationship with us (other than their service as directors) and qualify as independent under the NYSE Rules. The Board has also affirmatively determined that each member of the Audit Committee and the Compensation Committee meets the applicable requirements of the NYSE Rules and the Exchange Act.

In making independence determinations, the Board considers that in the ordinary course of business, transactions may occur between the Company, including its subsidiaries, and entities with which some of our directors are or have been affiliated. The Board has concluded that any such transactions were immaterial in fiscal 2022.

Related Party Transactions

The Company’s Corporate Governance Guidelines include a policy pertaining to related party transactions in which Interested Transactions with a Related Party, as those terms are defined below, are prohibited without prior approval of the Board. The Board will review the material facts of the proposed transaction and will either approve or disapprove of the transaction. In making its determination, the Board considers whether the Interested Transaction is consistent with the best interests of the Company and its shareholders and whether the Interested Transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, as well as the extent of the Related Party’s interest in the transaction. A director may not participate in any discussion or approval of an Interested Transaction for which he or she is a Related Party, except to provide all material information as requested. Only those directors that meet the requirements for designation as a “qualified director” under the Florida Business Corporation Act will participate in the approval of an Interested Transaction. If an Interested Transaction will be ongoing, the Board may establish guidelines for the Company’s management to follow in its dealings with the Related Party.

An “Interested Transaction” as defined in the policy is any transaction, arrangement or relationship (or series of similar transactions, arrangements or relationships) in which (i) the amount involved exceeds $120,000 in any fiscal year, (ii) the Company is a participant, and (iii) any Related Party has or will have a direct or indirect interest (other than solely as a result of being a director or a less than 10 percent beneficial owner of another entity), but does not include any salary or compensation paid by the Company to a director or for the employment of an executive officer that is required to be reported in the Company’s proxy statement (or that would have been so reported if the executive officer was a “named executive officer” as that term is defined in the rules of the Securities and Exchange Commission).

A “Related Party” as defined in the policy is any (i) person who is or was since the beginning of the last fiscal year an executive officer, director or nominee for election as a director of the Company, (ii) beneficial owner of more than five percent of the Company’s common stock, or (iii) immediate family member of any of the foregoing.

An “immediate family member” as defined in the policy is any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the person in question and any person (other than a tenant or employee) sharing the household of the person in question.

There are no Interested Transactions or related party transactions or relationships required to be reported in this Proxy Statement under Item 404 of the SEC’s Regulation S-K.

 

 

 

2022 Proxy Statement    11

Director Election Governance Practices

We do not have a “classified board” or other system where directors’ terms are staggered; instead, our full Board is elected annually. The Company’s Bylaws provide that in an uncontested election, each director will be elected by a majority of the votes cast; provided that, if the election is contested, the directors will be elected by a plurality of the votes cast. In an uncontested election, if a nominee for director who is a director at the time of election does not receive the vote of at least the majority of the votes cast at any meeting for the election of directors at which a quorum is present, the director will promptly tender his or her resignation to the Board and remain a director until the Board appoints an individual to fill the office held by such director.

The Nominating and Governance Committee will recommend to the Board whether to accept or reject the tendered resignation or whether other action should be taken. The Board is required to act on the tendered resignation, taking into account the Nominating and Governance Committee’s recommendation, and publicly disclose (by a press release, a filing with the SEC or other broadly disseminated means of communication) its decision and the rationale within 90 days from the date of certification of the election results. If a director’s resignation is not accepted by the Board, such director will continue to serve until his or her successor is duly elected, or his or her earlier resignation or removal. If a director’s resignation is accepted by the Board, then the Board, in its sole discretion, may fill the vacancy or decrease the size of the Board. To be eligible to be a nominee for election or reelection as a director of the Company, a person must deliver to our Corporate Secretary a written agreement that he or she will abide by these requirements.

Under our Bylaws, the Board will consist of not less than three nor more than fifteen members as determined from time to time by resolution of the Board. On March 22, 2022, the Board voted to increase the size of the Board from eight to nine, and elected Ms. Chugg to fill the vacancy created by that increase. On December 15, 2021, the Board voted to increase the number of directors of the Company by one and elected Mr. Cardenas as a director, to be effective May 30, 2022. As a result of these changes, the Board currently consists of ten members, all of whom have agreed to stand for reelection at the 2022 Annual Meeting.

Board Leadership Structure

The Company’s Corporate Governance Guidelines provide that the positions of Chairman of the Board and CEO may, in the judgment of the Board, be combined, and if the Chairman position is held by the CEO or another non-independent director, then the independent directors will choose a Lead Independent Director from among the independent directors. The Board believes that the decision as to whether the same person should serve in the roles of Chairman and CEO should be made by the Board, from time to time, in its business judgment after considering the relevant factors, including the specific needs of the business and the best interests of the shareholders. In December 2021, the Board voted to separate the roles of Chairman and CEO and elected Eugene I. Lee, Jr. to serve as the Executive Chairman of the Board effective May 30, 2022 and elected Ricardo Cardenas to serve as President and CEO and as a member of the Board of Directors, also effective on that date. Charles M. Sonsteby, who had served as Chairman from April 2016 to December 2020, was elected to serve as Lead Independent Director in December 2020 and continues in that role to this date. As Lead Independent Director, Mr. Sonsteby, along with the other independent non-employee directors, brings experience, oversight and expertise from outside the Company and industry, while our Executive Chairman, Mr. Lee, brings Company and industry-specific experience and expertise. Our President and CEO, Mr. Cardenas also brings a long history of Company management experience and expertise to his new role. The Board also believes that the separation of the roles of Chairman and CEO at this time will allow the Company to continue to benefit from Mr. Lee’s decades of restaurant operating experience beyond his planned retirement from employment with the Company in

 

 

 

12    Darden Restaurants, Inc.

September 2022 and will ease the transition of leadership to Mr. Cardenas, who now is responsible for driving execution of the Company’s long-term strategy.

The Company’s Corporate Governance Guidelines provide that the Chairman will preside at meetings of the Board, except that the Lead Independent Director will preside at the Board’s executive sessions of independent directors. The Lead Independent Director approves Board meeting agendas, including approving meeting schedules to assure that there is sufficient time for discussion of all agenda items, and other information sent to the Board, advises the committee chairs with respect to agendas and information needs relating to committee meetings, serves as liaison between the Chairman and the independent directors, has the authority to call meetings of the independent directors as he or she deems appropriate and is available for consultation and direct communications if requested by major shareholders. The Chairman and the Lead Independent Director perform other duties as the Board may from time to time delegate to assist the Board in fulfilling its responsibilities. The independent directors may meet without management present at any other times as determined by the Lead Independent Director.

Succession Planning

The Board is actively engaged and involved in talent management. The Board reviews the Company’s people strategy in support of its business strategy at least annually. This includes a detailed discussion of the Company’s leadership bench and succession plans with a focus on key positions at the senior leadership level. Annually, the CEO provides the Board with an assessment of senior executives and their potential to succeed him, and an assessment of persons considered successors to senior executives. The Nominating and Governance Committee also recommends policies regarding succession in the event of an emergency impacting the CEO or the planned retirement of the CEO. Strong potential leaders are given exposure and visibility to Board members through formal presentations and informal events. More broadly, the Board reviews and evaluates human capital metrics, strategic objectives and other initiatives with respect to the overall workforce, including diversity, recruiting and development programs.

Director Education

To foster our value of always learning – always teaching, the Corporate Governance Guidelines encourage director education. Upon initial election to the Board of Directors, the Company’s management conducts an orientation program of materials and briefing sessions to educate new directors about the Company’s business and other topics to assist them in carrying out their duties. Directors may also attend a variety of external continuing education programs of their own selection at the Company’s expense. In addition, the Board receives regular updates from management and external experts regarding new developments in corporate governance, legal developments or other appropriate topics from time to time.

 

 

 

2022 Proxy Statement    13

Board Role in Oversight of Risk Management

 

 

Full Board The ultimate responsibility for risk oversight rests with the Board. The Board assesses major risks facing the Company and reviews options for their mitigation. Each Committee of the Board reviews the policies and practices developed and implemented by management to assess and manage risks relevant to the Committee’s responsibilities, and reports to the full Board on the results of its discussions.

Audit Committee

Compensation Committee

Finance Committee

Nominating and Governance Committee

Oversees the Company’s financial reporting processes and internal controls, including the process for assessing risk of fraudulent financial reporting and significant financial risk exposures, and the steps management has taken to monitor, mitigate and report those exposures. In addition to its other duties, the Audit Committee oversees the Company’s policies and procedures regarding compliance with applicable laws and regulations and the Company’s Codes of Business Conduct and Ethics. The Audit Committee also oversees the Company’s enterprise risk management (ERM) process and the comprehensive assessment of key strategic financial, operational and regulatory risks identified by management, including cybersecurity and data protection risks. The Audit Committee discusses ERM with the full Board, which is ultimately responsible for oversight of this process.

Provides oversight of the risks associated with the Compensation Committee responsibilities in its charter; reviews the Company’s incentive and other compensation arrangements to confirm that compensation does not encourage unnecessary or excessive risk taking and reviews and discusses, at least annually, the relationship between risk management policies and practices, corporate strategy and executive compensation; and discusses with the Company’s management the results of its review and any disclosures required by Item 402(s) of Regulation S-K relating to the Company’s compensation risk management.

Oversees the Company’s major financial risk exposures and management’s monitoring, mitigation activities and policies in connection with financial risk, including: capital structure; investment portfolio, including employee benefit plan investments; financing arrangements, credit and liquidity; proposed major transactions, such as mergers, acquisitions, reorganizations and divestitures; share repurchase programs; hedging or use of derivatives; commodity risk management; cash investment; liquidity management; short-term borrowing programs; interest rate risk; foreign exchange risk; off balance sheet arrangements, if any; proposed material financially-related amendments to the Company’s indentures, bank borrowings and other instruments; and reputational risk to the extent such risk arises from the topics under discussion. The Finance Committee also reviews the adequacy of the insurance coverage on the Company’s assets.

Oversees risks related to the Company’s corporate governance; director succession planning; political and charitable contributions; insider trading; environmental and social responsibility; and reputational risk to the extent such risk arises from the topics under discussion.

 

 

 

14    Darden Restaurants, Inc.

Compliance and Ethics Office and Codes of Business Conduct and Ethics

Our Compliance and Ethics Office (Compliance Office), with the support of our management and Board, aims to ensure that all of our employees, business partners, franchisees and suppliers adhere to high ethical business standards, and is under the direction of our Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary. At the core of the Compliance Office is our Code of Conduct that applies to all Company employees (Employee Code of Conduct). We also have a Code of Ethics for CEO and Senior Financial Officers (CEO and Senior Financial Officer Code of Ethics) that highlights specific responsibilities of our CEO and senior financial officers, and a Code of Business Conduct and Ethics for Members of the Board of Directors (the Board Code of Conduct, and together with the Employee Code of Conduct and the CEO and Senior Financial Officer Code of Ethics, our Codes of Business Conduct and Ethics). A major objective of the Compliance Office is to educate and raise awareness of our Employee Code of Conduct, applicable regulations, and related policies. Our Codes of Business Conduct and Ethics are posted on our website at www.darden.com under Investors — Governance. We require all of our officers, director-level employees, and certain other employees to complete an annual training course and certification regarding compliance with the Employee Code of Conduct and other Company policies. Any amendment to, or waiver of, the Codes of Business Conduct and Ethics as they relate to a member of the Board of Directors, the CEO, the Chief Financial Officer, any senior financial officer or any executive officer listed in the “Stock Ownership of Management” section of this Proxy Statement will be disclosed promptly by posting such amendment or waiver on our website at www.darden.com under Investors — Governance.

We promote ethical behavior by encouraging our employees to talk to supervisors or other personnel when in doubt about the best course of action in a particular situation. To encourage employees to raise questions and report possible violations of laws or our Codes of Business Conduct and Ethics, we will not allow retaliation for reports made in good faith. We also provide a confidential hotline to allow employees to confidentially, anonymously report concerns regarding questionable accounting behavior. We are also committed to promoting compliance and ethical behavior by the third parties with whom we conduct business, and have implemented Codes of Business Conduct that are acknowledged by our international franchisees and certain suppliers.

 

 

 

2022 Proxy Statement    15

Executive Officers of the Registrant

Our executive officers as of the date of this Proxy Statement are listed below.

 

Ricardo Cardenas, age 54		Our President and Chief Executive Officer since May 2022. Prior to that, Mr. Cardenas served as our President and Chief Operating Officer since January 2021 and Senior Vice President, Chief Financial Officer since 2016. He was Senior Vice President, Chief Strategy Officer of the Company from 2015 to 2016, prior to which he served as Senior Vice President, Finance, Strategy and Technology from 2014 to 2015. He was Executive Vice President of Operations for LongHorn Steakhouse from 2013 to 2014 and Senior Vice President of Operations for LongHorn Steakhouse’s Philadelphia Division from 2012 to 2013. He served as Senior Vice President of Finance for Red Lobster, which the Company previously owned, from 2010 to 2012. Mr. Cardenas originally joined the Company in 1984 as an hourly employee and served in various positions of increasing responsibility, including Vice President of Finance for Olive Garden, prior to the positions described above.
Matthew R. Broad, age 62		Our Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary since 2015. Prior to joining Darden, he served as Executive Vice President, General Counsel and Chief Compliance Officer for OfficeMax, Incorporated from 2004 to 2013. Prior to that, he was Associate General Counsel with Boise Cascade Corporation from 1989 to 2004.
Todd A. Burrowes, age 59		Our President, LongHorn Steakhouse since 2015. He rejoined the Company after serving as President, Ruby Tuesday Concept and Chief Operations Officer of Ruby Tuesday, Inc. from 2013 to 2015. Prior to that, he served as Executive Vice President of Operations for LongHorn Steakhouse from 2008 until 2013. He joined the Company in 2002 as Regional Manager of LongHorn Steakhouse before being promoted to Director of Management Training. In 2004, he was promoted to Regional Vice President of Operations for LongHorn Steakhouse.
Susan M. Connelly, age 51		Our Senior Vice President, Chief Communications and Public Affairs Officer since 2019. She served as Senior Vice President, Communications and Corporate Affairs from 2015 to 2019. She joined the Company in 2007 as Director, State and Local Government Relations and was promoted to Vice President, Government Relations in 2014.

 

 

 

16    Darden Restaurants, Inc.

Daniel J. Kiernan, age 61		Our President, Olive Garden since 2018, prior to which he was our Executive Vice President of Operations for Olive Garden since 2011. He began his career with Olive Garden in 1992 as a Manager in Training and has held a series of roles of increasing responsibility with Olive Garden, serving as a General Manager from 1993 to 1994, as Director of Operations from 1994 to 2002, as Senior Vice President of the Chicago Division from 2002 to 2008 and as Senior Vice President, Operations Excellence from 2008 to 2011.
Sarah H. King, age 52		Our Senior Vice President, Chief People and Diversity Officer since May 2021, prior to which she served as Senior Vice President, Chief Human Resources Officer since 2017. Prior to joining Darden, Sarah spent 19 years with Wyndham Worldwide Corporation in various human resources leadership positions worldwide. Most recently, from 2010 through 2017, she served as Executive Vice President, Human Resources for Wyndham Vacation Ownership.
John W. Madonna, age 46		Our Senior Vice President, Corporate Controller since 2016, prior to which he served as our Senior Vice President, Accounting since 2015. Prior to that, he was a Director in Corporate Reporting from 2010 through 2013 when he was promoted to Senior Director, Corporate Reporting and then to Vice President of Corporate Reporting in 2014. During 2009 he served the LongHorn Steakhouse team in 2009 as Manager, Financial Planning & Analysis. He joined the Company in 2005 as Manager, Corporate Reporting.
M. John Martin, age 62		Our President, Specialty Restaurant Group since August 2020. Prior to that appointment, he served as President of Seasons 52 since 2018, President of Eddie V’s since 2014 and President of The Capital Grille since 2004. He joined The Capital Grille in 1990 and held several positions of increasing responsibility before being promoted to Vice President of Operations in 2001.
Douglas J. Milanes, age 59		Our Senior Vice President, Chief Supply Chain Officer since 2015, prior to which he served as Senior Vice President, Purchasing since 2013. Prior to joining Darden, Doug served as Vice President, Global Procurement and Operations for Pfizer Inc. from 2008 to 2012 and as Chief Financial Officer for Pfizer’s Capsugel Division from 2005 to 2008.

 

 

 

2022 Proxy Statement    17

Richard L. Renninger, age 55		Our Senior Vice President, Chief Development Officer since 2016. Prior to joining Darden, he was Chief Development Officer for First Watch Restaurants, Inc., from 2012 to 2016. Prior to that, he served as Executive Vice President & Chief Development Officer for OSI Restaurant Partners (now Bloomin’ Brands, Inc.) from 2008 to 2012 and their Senior Vice President of Real Estate and Development from 2005 to 2008. Prior to joining OSI, he served as Vice President of Real Estate for RARE from 2002 to 2005.
Rajesh Vennam, age 47		Our Senior Vice President, Chief Financial Officer and Treasurer since January 2021. Prior to that, he served as Senior Vice President, Corporate Finance and Treasurer of the Company since September 2020. He served as Senior Vice President, Finance and Analytics from May 2016 through September 2020. From November 2014 through May 2016, Mr. Vennam served as Vice President, Financial Planning and Analysis and Investor Relations for The Fresh Market, Inc., a specialty grocery retailer which during the period of Mr. Vennam’s service was publicly traded on the NASDAQ exchange. From 2013 to 2014, Mr. Vennam served in a variety of roles at Red Lobster, ultimately serving as Senior Vice President of Financial Planning & Analysis and Treasury of Red Lobster Hospitality, LLC, the entity to which the Company sold its Red Lobster restaurants in 2014. From 2010 through 2013, Mr. Vennam served as Director of Financial Planning & Analysis for LongHorn Steakhouse. Mr. Vennam joined the Company in 2003 and served in a variety of positions of increasing responsibility, including as a Manager of Treasury prior to the positions described above.

 

 

 

18    Darden Restaurants, Inc.

PROPOSALS TO BE VOTED ON

 

Proposal 1

Election of Ten Directors from the Named Director Nominees

Our Board of Directors currently has ten members, and each director stands for election every year. The Nominating and Governance Committee believes that a ten member Board of Directors is currently appropriate for Darden. In keeping with good governance practices, the Board will continue to seek a diversity of talent and experience to draw upon and to ensure its ability to appropriately staff committees of the Board. The Board also will continue to self-evaluate and to consider various matters as to its size. As appropriate, the Board may determine to increase or decrease its size, including in order to accommodate the availability of an outstanding candidate. The Board increased its size and added two new members during fiscal 2022. In December 2021, the Board of Directors voted to add Mr. Cardenas to the Board upon his election to the role of President and Chief Executive officer, effective May 30, 2022. In March 2022, The Board of Directors further increased its size to add Ms. Chugg as a Director. Ms. Chugg was elected by the board following an extensive board search, utilizing the services of an outside search firm.

The following ten director nominees are standing for election at this 2022 Annual Meeting of Shareholders to hold office until the 2023 Annual Meeting of Shareholders or until their successors are elected and qualified. All were nominated at the recommendation of our Nominating and Governance Committee and all have previously served on the Board. Each of the director nominees has consented to being named in this Proxy Statement and to serve as a director if elected. If a director nominee is not able to serve, proxies may be voted for a substitute nominated by the Board. However, we do not expect this to occur.

 

✓		Your Board recommends that you vote FOR each of the nominees to the Board.

 

 

 

2022 Proxy Statement    19

Board Nominees

The following information is as of the date of this Proxy Statement. Included is information provided by each nominee, such as his or her age, all positions currently held, principal occupation and business experience for the past five years, and the names of other publicly-held companies of which he or she currently serves as a director or has served as a director during the past five years. In addition to the specific information presented below regarding the experience, qualifications, attributes and skills that led our Board to the conclusion that the nominee should serve as a director, we also believe that each of our director nominees has a reputation for integrity, honesty and adherence to high ethical standards. Darden’s mission is to be financially successful through great people consistently delivering outstanding food, drinks and service in an inviting atmosphere making every guest loyal. This mission is supported by our core values of integrity and fairness, respect and caring, inclusion and diversity, always learning – always teaching, being “of service,” teamwork and excellence. As noted in our Corporate Governance Guidelines, our directors should reflect these core values, possess the highest personal and professional ethics, and be committed to representing the long-term interests of our shareholders. They must also have an inquisitive and objective perspective, practical wisdom and mature judgment.

Board Summary

10 Nominees

Our board’s composition reflects our core value of inclusion and diversity along many metrics of diversity, reflecting racial and ethnic diversity, gender diversity and a wide diversity of areas of expertise and experience, as reflected in the graphics below.

 

Independence		Racial/Ethnic Diversity		Gender Diversity		Tenure

 

 

 

20    Darden Restaurants, Inc.

BOARD EXPERIENCE AND EXPERTISE MATRIX

 

OPERATIONAL AND FUNCTIONAL EXPERIENCE AND EXPERTISE

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Franchising

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● = Cornerstone element of career success                ¡ = Meaningful involvement during career, including directorships

 

 

 

2022 Proxy Statement    21

Biographies

 

										MARGARET SHÂN ATKINS   Ms. Atkins is a retired consumer and retail executive. She was most recently Co-Founder and Managing Director of Chetrum Capital LLC, a private investment firm, a position she held from 2001 through 2017. Prior to founding Chetrum, she spent most of her executive career in the consumer/retail sector, including various positions with Sears, Roebuck & Co., a major North American retailer where she was promoted to Executive Vice President in 1999, and fourteen years with Bain & Company, an international management consultancy, where she was a leader in the global consumer and retail practice. She began her career as a public accountant at what is now PricewaterhouseCoopers LLP, a major accounting firm, and holds designations as a Chartered Professional Accountant and Chartered Accountant (Ontario) and as a Certified Public Accountant (Illinois). She also holds the highest level of certification as a professional director in both the USA (NACD.DC) and Canada (ICD.D).   Current Public Directorships:   •  SpartanNash Company, a national grocery wholesaler/retailer and distributor of food products to the worldwide U.S. military commissary system, since 2003 •  Aurora Cannabis, Inc., one of the world’s largest and leading cannabis companies, since 2019   Prior Public Board Service Within the Past Five Years:   •  SunOpta, Inc., a North American manufacturer of natural and organic food products, from 2014 to 2019 •  LSC Communications, Inc., a leading provider of long and short-run printing services to the book, catalog and magazine publishing industries, from 2016 to 2021   Qualifications:   The Nominating and Governance Committee concluded that Ms. Atkins is qualified and should serve, in part, because of her retail industry, operations, strategic planning and financial expertise, and public-company director experience.
		Age 65		Tenure 7
		Independent Director Director since 2014
		Darden Committees: •  Audit •  Nominating and Governance
										RICARDO (RICK) CARDENAS   Mr. Cardenas was named President and Chief Executive Officer and elected to the Board of Directors effective May 2022. Prior to that, Mr. Cardenas served as our President and Chief Operating Officer since January 2021 and Senior Vice President, Chief Financial Officer since 2016. He was Senior Vice President, Chief Strategy Officer of the Company from 2015 to 2016, prior to which he served as Senior Vice President, Finance, Strategy and Technology from 2014 to 2015. He was Executive Vice President of Operations for LongHorn Steakhouse from 2013 to 2014 and Senior Vice President of Operations for LongHorn Steakhouse’s Philadelphia Division from 2012 to 2013. He served as Senior Vice President of Finance for Red Lobster, which the Company previously owned, from 2010 to 2012. Mr. Cardenas originally joined the Company in 1984 as an hourly employee and served in various positions of increasing responsibility, including Vice President of Finance for Olive Garden, prior to the positions described above.   Current Public Directorships:   •  Tractor Supply Company, an operator of retail farm and ranch stores, since 2019   Prior Public Board Service Within the Past Five Years:   None   Qualifications:   The Nominating and Governance Committee concluded that Mr. Cardenas is qualified and should serve, in part, because of his extensive senior management and leadership experience with our Company.
		Age 54		Tenure 0.5
		President and Chief Executive Officer Director since 2022
		Darden Committees: •  None

 

 

 

22    Darden Restaurants, Inc.

										JULIANA L. CHUGG   Ms. Chugg is the retired Executive Vice President and Chief Brand Officer of Mattel, Inc. a leading global toy company and owner of a portfolio of children’s and family entertainment franchises, a position she held from 2015 through 2018. Prior to that, she served as Partner of Noble Endeavors LLC during 2015. Ms. Chugg has also served in various leadership roles at General Mills, Inc. and its predecessor Pillsbury from 1996 through 2014, including serving as Senior Vice President of General Mills, Inc. and President of the Meals division from 2010 through 2014.   Current Public Directorships:   •  VF Corporation, one of the world’s largest apparel, footwear and accessories companies, since 2009   Prior Public Board Service Within the Past Five Years:   •  Kontoor Brands, Inc., a global lifestyle apparel company, from 2019 through 2021 •  Caesars Entertainment Corporation, a global leader in gaming and hospitality, from 2018 through 2020   Qualifications:   The Nominating and Governance Committee concluded that Ms. Chugg is qualified and should serve, in part, because of her retail and food industry brand management, marketing, operations and strategic planning expertise, and public-company director experience.
		Age 54		Tenure 0.5
		Independent Director Director since 2022
		Darden Committees: •  Audit •  Nominating and Governance
										JAMES P. FOGARTY   Mr. Fogarty has been the CEO at FULLBEAUTY Brands, Inc., a privately-held branded multi-channel retailer focused on fashion apparel and home goods for plus-sized women and men, since June 2019. Previously, he was the CEO and a director of Orchard Brands, a multi-channel marketer of apparel and home products, from 2011 until its sale in 2015, at which time he became a Senior Advisor to Bluestem Group Inc., the acquirer of Orchard Brands, through 2015. Prior to that, Mr. Fogarty was a private investor from 2010 to 2011. From 2009 until 2010, Mr. Fogarty was President, CEO and director of Charming Shoppes, Inc., a multi-brand, specialty apparel retailer. Other prior executive positions held by Mr. Fogarty include Managing Director of Alvarez & Marsal, an independent global professional services firm, from 1994 until 2009, President and COO of Lehman Brothers Holdings (subsequent to its Chapter 11 bankruptcy filing) from 2008 until 2009, President and CEO of American Italian Pasta Company, the largest producer of dry pasta in North America, from 2005 through 2008, CFO of Levi Strauss & Co., a brand-name apparel company, from 2003 until 2005, and from 2001 through 2003, he served as Senior Vice President and CFO and for a period as a director of The Warnaco Group, a global apparel maker.   Current Public Directorships:   None   Prior Public Board Service Within the Past Five Years:   •  Assertio Therapeutics, Inc. (formerly known as Depomed Inc.), a specialty pharmaceutical company, Chairman of the Board from 2016 to 2020 through its merger with Zyla Life Sciences   Qualifications:   The Nominating and Governance Committee concluded that Mr. Fogarty is qualified and should serve, in part, because of his operational and turnaround experience, and his significant executive officer and director experience at a variety of public and private companies.
		Age 54		Tenure 7
		Independent Director Director since 2014
		Darden Committees: •  Compensation (Chairperson) •  Finance

 

 

 

2022 Proxy Statement    23

										CYNTHIA T. JAMISON   Ms. Jamison is a retired turnaround CFO. She most recently served as CFO of AquaSpy, Inc. from 2010 to 2013. Prior to AquaSpy she held six other CFO and/or COO roles in both public and private companies as a Partner with Tatum, LLC, an executive services firm focusing exclusively on providing interim CFO Services to public and private equity companies. She also led the CFO Practice at Tatum for four years where she had responsibility for over 300 CFO Partners and sat on the firm’s Operating Committee. Prior to joining Tatum, she served as CFO of Chart House Enterprises, a publicly traded restaurant company, from 1998-1999 and previously held various executive positions at Allied Domecq Retailing USA, Kraft General Foods, and Arthur Andersen. She holds the designation of Certified Public Accountant (Illinois); in addition, she is an NACD Fellow and a frequent faculty member at NACD Master Classes.   Current Public Directorships:   •  Tractor Supply Company (Non-Executive Chairman), an operator of retail farm and ranch stores, director since 2002 •  The ODP Corporation, parent of Office Depot, Inc., a global supplier of office products and services, since 2013 •  Big Lots, Inc. (Non-Executive Chairman), a discount retailer, director since 2015   Prior Public Board Service Within the Past Five Years:   None   Qualifications:   The Nominating and Governance Committee concluded that Ms. Jamison is qualified and should serve, in part, because of her status as a financial expert and experienced audit committee member and chair, as well as her senior management, leadership, financial and strategic planning, corporate governance and public company executive compensation experience.
		Age 62		Tenure 7
		Independent Director Director since 2014
		Darden Committees: •  Audit (Chairperson) •  Compensation •  Finance
										EUGENE I. LEE, JR.   Mr. Lee was named Executive Chairman of the Board of Directors effective May 2022 after serving as Chairman of the Board since January 2021 and the Company’s President and CEO since 2015. Mr. Lee intends to retire from employment with the Company effective upon the 2022 Annual Meeting of Shareholders, after which he expects to continue serving as a non-employee member of the Board of Directors if he is re-elected. Previously, Mr. Lee served as President and Interim CEO since October 2014, and as President and COO of the Company from September 2013 to October 2014. He served as President, Specialty Restaurant Group from our acquisition of RARE from 2007 to 2013. Prior to the acquisition, he served as RARE’s President and COO from 2001 to 2007. From 1999 until 2001, he served as RARE’s Executive Vice President and COO.   Current Public Directorships:   •  Advance Auto Parts, Inc. (independent Chair of the Board), a leading automotive aftermarket parts provider in North America, director since 2015   Prior Public Board Service Within the Past Five Years:   None   Qualifications:   The Nominating and Governance Committee concluded that Mr. Lee is qualified and should serve, in part, because of his extensive senior management and leadership experience with our Company.
		Age 61		Tenure 6
		Executive Chairman Director since 2015
		Darden Committees: None

 

 

 

24    Darden Restaurants, Inc.

										NANA MENSAH   Mr. Mensah has been the Chairman and Chief Executive Officer of ‘XPORTS, Inc., a privately held company that exports food packaging and food processing equipment to distributors and wholesalers outside of the United States, since 2005, and previously served as Chief Executive Officer during 2003 and from 2000 through 2002. He has extensive experience as a restaurant operations executive including serving as the Chief Operating Officer of Church’s Chicken, a division of AFC Enterprises, Inc. and one of the world’s largest quick-service restaurant chains, from 2003 to 2004, and as President and Chief Operating Officer of Long John Silver’s Restaurants, Inc., the world’s largest chain of seafood quick-service restaurants, from 1997 until it was sold in 1999. Additionally, Mr. Mensah has served as President, U.S. Tax Services of H&R Block Inc., a tax, mortgage and financial services company, from January 2003 until March 2003.   Current Public Directorships:   None   Prior Public Board Service Within the Past Five Years:   •  Reynolds American, Inc., the parent company of R.J. Reynolds Tobacco Company, the second-largest U.S. tobacco company, and of other companies that manufacture or sell tobacco, smokeless tobacco, nicotine replacement therapy and digital vapor products, from 2004 to 2017   Qualifications:   The Nominating and Governance Committee concluded that Mr. Mensah is qualified and should serve, in part, because of his extensive experience in the restaurant industry, including operating, turnaround, international and mergers and acquisitions and his experience as a public company director.
		Age 70		Tenure 5
		Independent Director Director since 2016
		Darden Committees: •  Compensation •  Finance (Chairperson)
										WILLIAM S. SIMON   Mr. Simon has been Senior Advisor to KKR & Co., an investment firm, since 2014, and President of WSS Venture Holdings, LLC, a consulting and investment company, since 2014. Mr. Simon is the former Executive Vice President of Wal-Mart Stores, Inc., a global retailer, and former President and CEO of Walmart U.S., the largest division of Wal-Mart Stores, Inc., which consists of retail department stores, from 2010 to 2014. Mr. Simon also served as Executive Vice President and COO of Walmart U.S. from 2007 to 2010 and Executive Vice President of Professional Services and New Business Development from 2006 to 2007. Prior to joining Walmart, Mr. Simon held senior executive positions at Brinker International, Inc., a casual dining restaurant company, Diageo North America, Inc., a multinational alcoholic beverages company, and Cadbury Schweppes plc, a multinational confectionery company. Mr. Simon also served as Secretary of the Florida Department of Management Services and served 25 years in the U.S. Navy and Naval Reserves.   Current Public Directorships:   •  Equity Distribution Acquisition Corp., a special purpose acquisition company, since 2020 •  HanesBrands Inc., a global manufacturer of apparel, since 2021   Prior Public Board Service Within the Past Five Years:   •  Anixter International, Inc., a global distributor of communication and security products, electrical wire and cable, from 2019 to 2020 •  Chico’s FAS, Inc., an apparel retailer, from 2016 to 2021 •  GameStop Corp., a global video game retailer, from 2020 to 2021 •  Academy Sports and Outdoors, Inc., a premier sports, outdoor and lifestyle retailer, from 2020 to 2021   Qualifications:   The Nominating and Governance Committee concluded that Mr. Simon is qualified and should serve, in part, because of his senior level executive experience in large, complex, retailing and global brand management companies and his extensive experience in retail operations, food service and restaurants, as well as consumer packaged goods.
		Age 62		Tenure 9
		Independent Director Director since 2014; previously served from 2012 until 2014 and rejoined in October 2014
		Darden Committees: •  Audit •  Nominating and Governance (Chairperson)

 

 

 

2022 Proxy Statement    25

										CHARLES M. SONSTEBY   Mr. Sonsteby is the retired Vice Chairman of The Michaels Companies, Inc., the largest arts and crafts specialty retailer in North America and parent company of Michaels Stores, Inc., a role he held from June 2016 until his retirement in October 2017. He had served as CFO and Chief Administrative Officer of that company and its predecessor from 2010 to 2016. Prior to that, Mr. Sonsteby served as the CFO and Executive Vice President of Brinker International, Inc., a casual dining restaurant company, from 2001 to 2010. He joined Brinker in 1990 as Director of the Tax, Treasury and Risk Management departments and thereafter served in various capacities, including as Senior Vice President of Finance from 1997 to 2001 and as Vice President and Treasurer from 1994 to 1997.   Current Public Directorships:   •  Valvoline, Inc., a producer and distributor of industrial and automotive lubricants and automotive chemicals, since 2016   Prior Public Board Service Within the Past Five Years:   None   Qualifications:   The Nominating and Governance Committee concluded that Mr. Sonsteby is qualified and should serve, in part, because of his restaurant operations and executive leadership experience with several major brands, and his experience as a public company director.
		Age 68		Tenure 7
		Lead Independent Director Director since 2014
		Darden Committees: None
										TIMOTHY J. WILMOTT   Mr. Wilmott is the retired Chief Executive Officer of Penn National Gaming, Inc., an operator or owner of gaming and racing facilities and video gaming terminal operations with a focus on slot machine entertainment, a role he held from 2013 until his retirement in December 2019. Prior to that, Mr. Wilmott served as President and Chief Operating Officer from 2008 to 2013. Prior to joining Penn National Gaming, Mr. Wilmott served as Chief Operating Officer of Harrah’s Entertainment, Inc. (now Caesars Entertainment, Inc.) from 2003 through 2007 and Division President, Eastern Division from 1997 to 2003. Prior to that, Mr. Wilmott held various management positions at Harrah’s properties from 1988 through 1997.   Current Public Directorships:   None   Prior Public Board Service Within the Past Five Years:   •  Penn National Gaming, Inc., from 2014 to 2019   Qualifications:   The Nominating and Governance Committee concluded that Mr. Wilmott is qualified and should serve, in part, because of his entertainment business operations and executive leadership experience, and his experience as a public company director.
		Age 64		Tenure 3
		Independent Director Director since 2018
		Darden Committees: •  Compensation •  Nominating and Governance

 

 

 

26    Darden Restaurants, Inc.

Proposal 2

Advisory Approval of the Company’s Executive Compensation

In accordance with SEC rules, the Board asks shareholders for advisory approval of the Company’s executive compensation on an annual basis. Accordingly, we are asking our shareholders to provide an advisory, nonbinding vote to approve the compensation awarded to our NEOs, as we have described it in the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this Proxy Statement.

As described in detail in the “Compensation Discussion and Analysis” section, the Compensation Committee oversees the executive compensation program and compensation awarded, adopting changes to the program and awarding compensation as appropriate to reflect Darden’s circumstances and to promote the main objectives of the program. These objectives include: to help us attract, motivate, reward and retain superior leaders who are capable of creating sustained value for our shareholders, and to promote a performance-based culture that is intended to align the interests of our executives with those of our shareholders.

We are asking our shareholders to indicate their support for our NEO compensation. We believe that the information we have provided in this Proxy Statement demonstrates that our executive compensation program was designed appropriately and is working to ensure that management’s interests are aligned with our shareholders’ interests to support long-term value creation.

You may vote for or against the following resolution, or you may abstain. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and procedures described in this Proxy Statement.

Resolved, that the compensation awarded to Darden’s NEOs for fiscal 2022, as disclosed in this Proxy Statement pursuant to SEC rules, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion, is hereby APPROVED.

While this vote is advisory and not binding on our Company, the Board and the Compensation Committee expect to consider the outcome of the vote, along with other relevant factors, when considering future executive compensation decisions.

 

✓		Your Board recommends that you vote FOR approval of the foregoing resolution.

 

 

 

2022 Proxy Statement    27

Proposal 3

Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee of the Board is responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm. The Audit Committee has appointed KPMG LLP (KPMG) as our independent registered public accounting firm for the fiscal year ending May 28, 2023. KPMG has served as our independent registered public accounting firm continuously since 1996.

The Audit Committee annually reviews KPMG’s qualifications, performance, independence and fees in making its decision whether to engage KPMG. The focus of the process is to select and retain the most qualified firm to perform the annual audit. During the review and selection process, the Audit Committee considers a number of factors, including:

 

•	Recent and historical KPMG audit performance;

 

•	The relevant experience, expertise and capabilities of KPMG and our specific audit engagement team in relation to the nature and complexity of our business;

 

•	A review of KPMG’s independence and internal quality controls;

 

•	Any legal or regulatory proceedings that raise concerns about KPMG’s qualifications or ability to continue to serve as our independent auditor, including reports, findings and recommendations of the Public Company Accounting Oversight Board (PCAOB);

 

•	The appropriateness of KPMG’s fees for audit and non-audit services; and

 

•	The length of time that KPMG has served as our independent auditor, the benefits of maintaining a long-term relationship and controls and policies for ensuring that KPMG remains independent.

In order to assure continuing auditor independence, in conjunction with the assessment above and the mandated rotation of the audit firm’s lead engagement partner, the Audit Committee and its chairperson are involved when the selection of a new lead engagement partner is required. In addition, the Audit Committee is responsible for the audit fee negotiations with KPMG.

Based on its annual review, the Audit Committee and the Board believe that the continued retention of KPMG to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders.

Shareholder approval of this appointment is not required, but the Board is submitting the selection of KPMG for ratification in order to obtain the views of our shareholders. If the appointment is not ratified, the Audit Committee will reconsider its selection. Even if the appointment is ratified, the Audit Committee, which is solely responsible for appointing and terminating our independent registered public accounting firm, may in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders. Representatives of KPMG are expected to be in attendance online at the Annual Meeting and will be given an opportunity to make a statement and to respond to appropriate questions by shareholders.

 

✓		Your Board recommends that you vote FOR ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending May 28, 2023.

 

 

 

28    Darden Restaurants, Inc.

Meetings of the Board of Directors and its Committees

Board of Directors

Meetings. At the 2021 Annual Meeting, the following eight directors were elected to the Company’s Board of Directors: Margaret Shân Atkins, James P. Fogarty, Cynthia T. Jamison, Eugene I. Lee, Jr., Nana Mensah, William S. Simon, Charles M. Sonsteby and Timothy J. Wilmott. On March 22, 2022, the Board of Directors voted to increase the size of the Board to nine members and elected Juliana L. Chugg as a director. On December 15, 2021, the Board of Directors voted to elect Ricardo Cardenas to become President and Chief Executive Officer, to increase the size of the Board by one and elect Mr. Cardenas as a director, all effective May 30, 2022, resulting in a board of ten members as of the date hereof. During the fiscal year ended May 29, 2022, the Board met five times. For the period of his or her Board service in fiscal 2022, each incumbent director attended at least 75 percent of the aggregate of the total number of meetings of the Board and the standing committees on which the director served.

Communications with Board. We believe that communication between the Board, shareholders and other interested parties is an important part of our corporate governance process. To this end, the Board has adopted Shareholder Communication Procedures that are available at www.darden.com under Investors — Governance. In general, shareholders and other interested parties may send communications to the attention of the Board, any individual director or the non-employee directors as a group, through the Lead Independent Director. Communications may be sent in writing or via email to: Charles M. Sonsteby, Lead Independent Director, Darden Restaurants, Inc., c/o Matthew R. Broad, Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary, 1000 Darden Center Drive, Orlando, Florida 32837, email: leaddirector@darden.com.

The Corporate Secretary will act as agent for the Lead Independent Director in facilitating direct communications to the Board. The Corporate Secretary will review, sort and summarize the communications. The Corporate Secretary will not, however, “filter out” any direct communications from being presented to the Lead Independent Director without instruction from the Lead Independent Director, and in such event, any communication that has been filtered out will be made available to any non-employee director who asks to review it. The Corporate Secretary will not make independent decisions with regard to what communications are forwarded to the Lead Independent Director. The Corporate Secretary will send a reply to the sender of each communication acknowledging receipt of the communication.

Identifying and Evaluating Director Nominees. Our Nominating and Governance Committee has adopted a Director Nomination Protocol that, together with our Bylaws, describes in detail the process we use to fill vacancies and add new members to the Board. The Protocol is available at www.darden.com under Investors — Governance, as Appendix A to the Nominating and Governance Committee charter.

Under the Director Nomination Protocol, in general, while there are no specific minimum qualifications for nominees, any candidate for service on the Board should possess the highest personal and professional ethics and be committed to representing the long-term interests of our shareholders. Director candidates should be committed to our core values (integrity and fairness, respect and caring, inclusion and diversity, always learning – always teaching, being “of service,” teamwork and excellence) and have an inquisitive and objective perspective, practical wisdom,

 

 

 

2022 Proxy Statement    29

mature judgment and a wide range of experience in the business world. We also will consider the candidate’s independence under applicable NYSE listing standards and our Corporate Governance Guidelines. In identifying and evaluating nominees for the Board, the Board assesses the background of each candidate in a number of different ways including a wide variety of qualifications, attributes and other factors and recognizes that diverse viewpoints and experiences enhance the Board’s effectiveness.

When reviewing and making initial recommendations on new candidates, the Nominating and Governance Committee considers how each prospective member’s unique background, expertise and experience will contribute to the Board’s overall perspective and ability to govern. In identifying or selecting nominees for the Board, the Company’s Corporate Governance Guidelines and the Director Nomination Protocol provide that the Company seeks Board members who will bring to the Board a deep and wide range of experience in the business world and who have diverse problem-solving talents. We seek people who have demonstrated high achievement in business or another field, so as to enable them to provide strategic support and guidance for the Company. The Company strives to maintain a Board that reflects gender, ethnic, racial and other diversity, and also fosters diversity of thought. Recruiting, hiring and nurturing the careers of women and minorities and increasing the diversity of our suppliers are top priorities, and the Company also intends to maintain the diversity of its Board.

The Nominating and Governance Committee will identify potential candidates to recommend to the full Board and a search firm may be engaged to identify additional candidates and assist with initial screening. The Nominating and Governance Committee will ensure that the initial candidate pool for any vacancy on the Board, including any pool developed by a search firm, will include candidates with diversity of gender, race and/or ethnicity. The Nominating and Governance Committee and the Chairman of the Board will perform the initial screening and review the credentials of all candidates to identify candidates that they feel are best qualified to serve. The Chairman of the Nominating and Governance Committee, working with the Chairman of the Board, will obtain background and reference information, as appropriate, for the candidates under consideration. The Nominating and Governance Committee will review all available information concerning the candidates’ qualifications and, in conjunction with the Chairman of the Board, will identify the candidate(s) they feel are best qualified to serve on the Company’s Board. The Chairman of the Nominating and Governance Committee, the CEO, and the Chairman of the Board (or the Chairman of the Board’s delegate from the Board) will meet with the leading candidates to further assess their qualifications and fitness, and to determine their interest in joining the Board. Following the meeting, the Board member participants and the Chairman of the Board will make a recommendation concerning the candidate to the Nominating and Governance Committee, which will consider whether to recommend the candidate to the full Board for election.

Director Candidates Recommended by Shareholders. The Nominating and Governance Committee will consider candidates recommended by shareholders. The procedures that shareholders should use to nominate directors are provided in our Bylaws. There are no differences in the manner of evaluation if the nominee is recommended by a shareholder.

Director Attendance at Annual Meeting of Shareholders. Our Corporate Governance Guidelines provide that directors are expected to attend all scheduled Board and committee meetings and the annual meeting of shareholders. Each of the directors standing for reelection this year who was then in office attended the 2021 Annual Meeting.

 

 

 

30    Darden Restaurants, Inc.

Board Committees and Their Functions

General. Our Board has four standing committees that operate under charters adopted by the Board: Audit, Compensation, Finance, and Nominating and Governance. Each charter is available at www.darden.com under Investors — Governance. Copies are available in print free of charge to any shareholder upon written request addressed to our Corporate Secretary. Each member of every committee is an independent director as defined in our Corporate Governance Guidelines, the NYSE listing standards and the Exchange Act requirements. All Board committees have the authority to retain outside advisors. Unless otherwise required by applicable laws, regulations or listing standards, all major decisions are considered by the Board as a whole.

Audit Committee. Our Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee consists of five members: Ms. Jamison as the Chair and Mses. Atkins and Chugg and Messrs. Simon and Sonsteby as members.

The Board has determined that Mses. Atkins and Jamison and Messrs. Simon and Sonsteby are each an “audit committee financial expert” as such term is defined by SEC rules, and therefore possess financial management expertise as required of at least one Audit Committee member by the NYSE listing standards. In addition, the Board has determined that all members of the Audit Committee are financially literate under the NYSE listing standards. The Audit Committee met eight times during fiscal 2022 and has sole responsibility for appointing and terminating our independent registered public accounting firm. The Audit Committee’s primary purpose is to assist the Board in its oversight responsibilities to shareholders, specifically with respect to:

 

•	The integrity of our financial statements and our internal controls over financial reporting;

 

•	The qualifications and independence of our independent registered public accounting firm and internal auditing function;

 

•	The provision of a channel of communication among the Board, the independent auditor, internal audit function, management and other concerned individuals;

 

•	The assistance to the Board in meeting its fiduciary duties to shareholders and the Company;

 

•	The performance of our internal audit function and independent registered public accounting firm; and

 

•

The risks associated with the foregoing.

Some of the Audit Committee’s specific responsibilities include the following:

 

•	Review and discuss the Company’s unaudited quarterly and audited annual financial statements with management and the independent auditor prior to filing the Company’s Quarterly Reports on Form 10-Q or Annual Report on Form 10-K, respectively;

 

•	Review with management and the independent auditor the Company’s quarterly and year-end financial results prior to the public release of earnings;

 

•	Directly appoint, retain, compensate, oversee, evaluate and terminate the Company’s independent auditor;

 

•	Pre-approve all non-audit services to be performed by the independent auditor, in accordance with the policy regarding such pre-approval adopted by the Audit Committee;

 

•	At least annually consider the independence of the independent auditor;

 

•	Oversee the Company’s enterprise risk management process and review and evaluate the policies and practices developed and implemented by management with respect to risk assessment and risk management; and

 

 

 

2022 Proxy Statement    31

•

Establish procedures for receipt, retention and treatment of complaints received by the Company on accounting, internal controls over financial reporting or auditing matters, as well as for confidential, anonymous submissions by Company employees of concerns regarding accounting or auditing matters.

Another purpose of our Audit Committee is to furnish the report required by the SEC’s proxy rules that appears below in this Proxy Statement under the heading “Audit Committee Report.”

Compensation Committee. The Compensation Committee consists of five members: Mr. Fogarty as the Chair and Ms. Jamison and Messrs. Mensah, Sonsteby and Wilmott as members.

The Compensation Committee met five times during fiscal 2022. The primary responsibilities of our Compensation Committee include the following:

 

•

Annually review and approve corporate goals and objectives relevant to the CEO’s compensation, evaluate the CEO’s performance in light of those goals and objectives, and make recommendations to the other independent directors who will, together with the Compensation Committee, determine and approve the CEO’s compensation based on this evaluation (the CEO may not be present during any Compensation Committee deliberations or voting with respect to his compensation);

 

•	Make recommendations to the other independent directors who will, together with the Compensation Committee, review and approve the compensation for employee directors other than the CEO;

 

•

Periodically, as and when appropriate, recommend to the other independent directors who will, together with the Compensation Committee, review and approve the following as they affect the CEO and other employee directors: (a) any employment agreements and severance arrangements; (b) any change in control agreements and change in control provisions affecting any elements of compensation and benefits; and (c) any special or supplemental compensation and benefits, including supplemental retirement benefits and the perquisites provided during and after employment under a “plan” as defined under Item 402(a)(6)(ii) of the SEC’s Regulation S-K;

 

•

Review and approve the compensation of and compensation policy for the executive officers and such other employees of the Company and its subsidiaries as directed by the Board, other than the CEO and other employee directors, including but not limited to: (a) the annual base salary level, (b) the annual cash bonus incentive opportunity level under the applicable annual incentive bonus plan, and (c) the long-term incentive opportunity level under the applicable long-term incentive plan for each executive officer (other than the CEO and other employee directors);

 

•

Periodically, as and when appropriate, review and approve the following as they affect the executive officers other than the CEO and other employee directors: (a) any employment agreements and severance arrangements; (b) any change in control agreements and change in control provisions affecting any elements of compensation and benefits; and (c) any special or supplemental compensation and benefits, including supplemental retirement benefits and the perquisites provided during and after employment under a “plan” as defined under Item 402(a)(6)(ii) of the SEC’s Regulation S-K;

 

•	Annually review and approve the performance measures and the performance targets for executive officers participating in the Company’s annual incentive bonus plans and long-term incentive plans and certify the performance results under such measures and targets;

 

•	Determine, amend and monitor compliance with the stock ownership guidelines applicable to executive officers and take actions to address any violation of the stock ownership guidelines;

 

 

 

32    Darden Restaurants, Inc.

•	Review and discuss with management the Compensation Discussion and Analysis required to be included in our Proxy Statement and Annual Report on Form 10-K and, based on such review and discussion, make a recommendation to the Board that the Compensation Discussion and Analysis be so included;

 

•	Prepare a Compensation Committee Report for inclusion in our Proxy Statement and/or annual Form 10-K;

 

•	Monitor the Company’s compliance with the requirements under the Sarbanes-Oxley Act of 2002 relating to the participation of directors and officers in the Company’s compensation and employee benefit plans or programs;

 

•

Oversee the Company’s compliance with SEC rules and regulations regarding shareholder approval of certain executive compensation matters, including advisory votes on executive compensation and the frequency of such votes, and any applicable requirements under NYSE rules that shareholders approve equity compensation plans;

 

•	Provide recommendations to the Board of Directors on compensation-related proposals to be considered at the Company’s annual meeting, including the frequency of advisory votes on executive compensation;

 

•	Review and consider the results of any advisory vote on executive compensation and otherwise oversee the Company’s engagement with shareholders on the subject of executive compensation;

 

•	Review and make recommendations to the Board with respect to adopting, amending and overseeing the policies and practices related to the Company’s recoupment, or the forfeiture by employees, of incentive compensation;

 

•	Establish, terminate, amend or modify Company’s employee benefit plans or programs; and

 

•	Provide oversight of the risks associated with the foregoing.

The Compensation Committee may delegate its powers under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan, as amended (the 2015 Plan), to one or more directors, including a director who is also a senior executive officer of Darden, except that the Compensation Committee may not delegate its powers under the 2015 Plan with regard to our executive officers or directors who are subject to Section 16 of the Exchange Act, or in such a manner as would cause the Plan to not comply with the requirements of Section 162(m) of the Internal Revenue Code. Under its charter, the Compensation Committee may delegate any of its administrative responsibilities under our compensation and benefit plans, subject to the applicable rules of the SEC, NYSE and the Internal Revenue Service, to any other person or persons, to the extent permitted by law.

See “Compensation Discussion and Analysis — Process for Determining Fiscal 2022 Executive Compensation — Independent Consultant” for information with regard to the role of consultant in the Compensation Committee’s decision-making process.

Finance Committee. The Finance Committee consists of four members: Mr. Mensah as the Chair and Ms. Jamison and Messrs. Fogarty and Sonsteby as members.

The Finance Committee met three times during fiscal 2022. The primary responsibilities of our Finance Committee are to:

 

•	Review financial policies and performance objectives developed by management pertaining to cash flow, capital spending and finance requirements; cash and debt balances, other key credit metrics,

 

 

 

2022 Proxy Statement    33

and credit ratings; dividend policy; investment criteria, including capital investment hurdle rates; and financial risk management strategies, including hedging and the use of derivatives;

 

•

Review significant changes to our capital structure, financial arrangements, capital spending and acquisition and disposition plans and making recommendations as needed to the Board regarding the financial structure, financial condition and financial strategy of the Company including the timing and maturity of debt, terms and interest rates of individual issues; common stock sales, repurchases or splits and any changes in dividends; proposed mergers, acquisitions, divestitures, joint ventures and strategic investments; any material diversification of the Company’s business; and authorization for any material prepayment, redemption or repurchase of debt for the purpose of satisfying sinking fund obligations;

 

•	Review the Company’s proposed annual consolidated budget included in its business plan, recommending such budget to the full Board for approval, and periodically reviewing the Company’s performance against such budget as reasonably required or requested by the Board;

 

•	Review material banking relationships and lines of credit;

 

•	Review the adequacy of the insurance coverage on the Company’s assets;

 

•	Review, to the extent material, the financial impact to the Company of existing and proposed compensation and employee benefit programs; and

 

•	Periodically assess the effectiveness of the Company’s investor relations program and its interaction with the research analyst community.

Nominating and Governance Committee. The Nominating and Governance Committee consists of five members: Mr. Simon as the Chair and Mses. Atkins and Chugg and Messrs. Sonsteby and Wilmott as members.

The Nominating and Governance Committee met six times during fiscal 2022. The primary responsibilities of the Nominating and Governance Committee are to:

 

•

Identify individuals qualified to become Board members, consistent with criteria approved by the Board, and select, or recommend that the Board select, the director nominees for the next annual meeting of shareholders, or in the case of a vacancy on the Board, recommend an individual to fill such vacancy;

 

•	Review and recommend to the Board the appropriate organizational and board leadership structure;

 

•	Review the adequacy of our corporate governance principles on a regular basis;

 

•	Develop and recommend to the Board a set of corporate governance guidelines applicable to the Company;

 

•	Review the Company’s stock ownership guidelines for non-employee directors, recommend to the Board revisions to such guidelines as it deems desirable or appropriate, and monitor compliance with such guidelines;

 

•	Oversee the Board’s self-evaluation process, and provide the Board advice regarding Board succession;

 

•	Review each director’s time commitments, considering other public company board memberships and leadership roles, and determine whether or not each director has adequate time to commit to their responsibilities as a director;

 

•	Recommend to the Board the membership for each Board committee and any changes to the Board’s committee structure as it deems advisable;

 

 

 

34    Darden Restaurants, Inc.

•	Review the Company’s compliance with SEC and NYSE rules and other applicable legal or regulatory requirements pertaining to corporate governance; and

 

•	Provide oversight of the risks associated with the foregoing.

Among the Nominating and Governance Committee’s other specific duties, it also is responsible for:

 

•

Reviewing resignations tendered by a director if, in an uncontested election, the director does not receive the vote of at least a majority of the votes cast at any meeting for the election of directors, and recommending to the Board whether to accept or reject the tendered resignation, or whether other action should be taken;

 

•	Reviewing and assessing the Company’s environmental and social responsibility policies, goals and programs and making recommendations to management based on such review and assessment; and

 

•	Making recommendations to the other independent directors who will, together with the Nominating and Governance Committee, determine and approve the compensation for the non-employee independent directors.

The Nominating and Governance Committee has adopted a Director Nomination Protocol that, together with our Bylaws, describes the process by which we intend to fill vacancies and add new members to the Board. The Protocol is described in more detail above under the subheading “Board of Directors — Identifying and Evaluating Director Nominees.” The Nominating and Governance Committee also considers questions of possible conflicts of interest involving our directors and our senior executive officers and recommends to the Board those directors determined to satisfy the requirements for “independence” as set forth in our Corporate Governance Guidelines and the NYSE listing standards.

 

 

 

2022 Proxy Statement    35

Director Compensation

Compensation of Non-Employee Directors

The terms of the Director Compensation Program apply to all directors who are elected to the Board and are not employees of the Company or any of its subsidiaries. Directors who also are our employees do not receive additional compensation for serving on the Board. Shares for equity awards pursuant to the Director Compensation Program are drawn from our shareholder-approved equity compensation plan in effect at the time and pursuant to which we are authorized to grant share-based awards to directors. Currently, grants of share-based awards to directors are made from the 2015 Plan. All of our non-employee directors have been determined by the Board to be independent under applicable NYSE listings standards and our Corporate Governance Guidelines. Mr. Lee intends to retire from employment at the Company as of the date of the 2022 Annual Meeting of Shareholders, and after his retirement, he will be considered “not independent” due to his previous employment as an executive officer of the Company.

Our Nominating and Governance Committee periodically reviews our Director Compensation Program and recommends any changes to the Board for approval. The Nominating and Governance Committee acts with the assistance of Pearl Meyer and Partners, the Board’s independent compensation consultant. Pearl Meyer and Partners provides market data on director compensation programs at comparable companies, including companies in the peer groups described in the “Compensation Discussion and Analysis.”

Current Director Compensation Program

Our current Director Compensation Program, which has been in effect since September 2021, is set forth below.

 

Directors receive the following compensation amounts in accordance with each of the roles in which they serve on the Board:
All directors:		An annual cash retainer of $95,000.
		An annual equity grant, which will be paid 100 percent in the form of restricted stock units (RSUs) and will have a fair market value of $160,000 at the date of grant.
Committee Chairs:		An annual cash retainer of:
Audit		$30,000
Compensation		$20,000
Nominating and Governance		$20,000
Finance		$15,000
Committee Members:		An annual cash retainer of:
Audit		$15,000
Compensation		$10,000
Nominating and Governance		$10,000
Finance		$7,500
Lead Independent Director:		An annual equity grant, which will be paid 100 percent in the form of RSUs and will have a fair market value of $50,000 at the date of grant.

The annual cash retainers are due and paid quarterly, in arrears, unless the director elects to defer the payment. Directors may elect to receive, in lieu of their cash compensation, immediately vested RSUs of equal value to the foregone cash fees. If the director chooses to defer payment by receiving RSUs, he or she will receive dividend equivalents on such RSUs.

 

 

 

36    Darden Restaurants, Inc.

For the annual equity grant delivered in RSUs, the number of RSUs received equals the award value divided by the fair market value of our common stock on the date of grant. The RSUs vest on the earlier of (i) the first anniversary of the grant date or (ii) the date of the next annual meeting of shareholders. A director may elect to defer receipt of these RSUs until completion of Board service. Directors receive dividend equivalents on the RSUs to the extent the RSUs vest. The annual cash retainers and equity grants are pro-rated for directors who serve only a portion of the fiscal year.

Each of our directors is required to own the Company’s common shares with a value of at least five times the annual Board cash retainer, with a mandatory hold on all shares until the ownership guideline is achieved. However, the directors may sell enough shares to pay taxes in connection with their awards, even if the ownership guideline has not yet been achieved. As of May 29, 2022, all of the directors were in compliance with the stock ownership guidelines.

The Company reimburses directors for travel to Board meetings and related expenses, and for costs incurred in connection with attending continuing education programs. In addition, the Company provides a dining benefit to our directors because we believe it is important for our directors to experience dining in our restaurants in order to better perform their duties to our Company.

Fiscal 2022 Compensation of Non-Employee Directors

The table below sets forth, for each person who served as a non-employee director during fiscal 2022, the amount of fees earned or paid in cash, stock awards granted and all other compensation for his or her service in fiscal 2022. Fees earned that were paid in the form of RSUs are detailed in the notes to the table.

 

Name		Fees Earned or Paid in Cash ($)(1)				Stock Awards ($)(2)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)				Change in Pension Value and Nonqualified Deferred Compensation ($)				All Other Compensation ($)(3)				Total ($)
M. Shân Atkins			116,868				159,940				—				—				—				—				276,808
Juliana L. Chugg			22,747				79,992				—				—				—				—				102,739
James P. Fogarty			119,368				159,940				—				—				—				—				279,308
Cynthia T. Jamison			139,368				159,940				—				—				—				—				299,308
Nana Mensah			116,868				159,940				—				—				—				—				276,808
William S. Simon			126,868				159,940				—				—				—				—				286,808
Charles M. Sonsteby			136,717				209,997				—				—				—				—				346,714
Timothy J. Wilmott			111,868				159,940				—				—				—				—				271,808

 

(1)	Includes all fees earned, including annual Board retainer, Lead Independent Director retainer, committee chair retainers and committee member retainers.

The annual retainers were payable pro rata at the end of each fiscal quarter and the amounts shown may have been delivered as cash or RSUs. The RSUs granted in lieu of cash fees are immediately vested, however the settlement of the RSUs may be deferred. Amounts received as RSUs in lieu of cash fees were as follows: Ms. Chugg, 180 units with a market value of $22,687; Mr. Sonsteby, 149 units with a market value of $20,371; Mr. Wilmott, 797 units with a market value of $111,750. The number of units delivered is based on the amount of compensation earned divided by the closing price for our common stock on the NYSE on the grant date.

 

(2)

Amounts in this column represent the grant date fair value of awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (ASC Topic 718) for fiscal 2021. The stock award is delivered in RSUs which vest on the earlier of (i) the first anniversary of the grant date or (ii) the date of the next annual meeting of shareholders. Upon joining the Board, Ms. Chugg received an annual RSU award of 606 units on March 22, 2022 with a fair market value of $79,992 based on the closing price of our common stock ($132) on the NYSE on March 22, 2022. Mr. Sonsteby, as Lead Independent Director, received an annual RSU award of 1,397 units on

 

 

 

2022 Proxy Statement    37

September 22, 2021 with a fair market value of $209,997 based on the closing price of our common stock ($150.32) on the NYSE on September 22, 2021. All other directors received an annual RSU award of 1,064 units on September 22, 2021 with a fair market value of $159,940 based on the closing price of our common stock ($150.32) on the NYSE on September 22, 2021. Except for Messrs. Fogarty, Mensah and Simon, all other directors chose to defer the settlement date for issuance of stock under these RSUs.

The aggregate number of shares subject to outstanding stock-based awards as of May 29, 2022 for each director is provided in the table below:

 

 

(3)	The Company provides a dining benefit to our directors to experience dining in our restaurants. This benefit does not appear in the Director Compensation Table because the value did not meet the minimum disclosure requirements established by the SEC.

 

 

 

38    Darden Restaurants, Inc.

Stock Ownership of Management

This table shows the beneficial ownership of our common shares as of May 29, 2022 by our directors, director nominees, executive officers named in the Summary Compensation Table, and all of our directors and executive officers as a group. Under applicable SEC rules, the definition of beneficial ownership for purposes of this table includes shares over which a person has sole or shared voting power, or sole or shared power to invest or dispose of the shares, whether or not a person has any economic interest in the shares, and also includes shares for which the person has the right to acquire beneficial ownership within 60 days of May 29, 2022. Except as otherwise indicated, a person has sole voting and investment power with respect to the common shares beneficially owned by that person.

 

Name of Beneficial Owner		Amount and Nature of Beneficial Ownership of Common Shares(1)				Common Shares Beneficially Owned as Percent of Common Shares Outstanding(2)
M. Shân Atkins			12,557				*
Todd A. Burrowes			81,394				*
Ricardo Cardenas			160,962				*
Juliana L. Chugg			2,105				*
James P. Fogarty			28,722				*
Cynthia T. Jamison			18,726				*
Eugene I. Lee, Jr.			400,706				*
M. John Martin			48,675				*
Nana Mensah			6,355				*
William S. Simon			7,948				*
Charles M. Sonsteby			39,375				*
Rajesh Vennam			14,675				*
Timothy J. Wilmott			24,269				*
All directors and executive officers as a group (20 persons)			1,149,577				*

 

*	Less than one percent.

 

(1)	Includes common shares subject to stock options exercisable within 60 days of May 29, 2022, as follows: Mr. Burrowes, 35,957; Mr. Cardenas, 108,423; Mr. Fogarty, 3,123; Mr. Lee, 110,734; Mr. Martin, 32,167; Mr. Vennam, 10,062; and all directors and executive officers as a group, 512,682 shares.

Includes RSUs awarded to directors and RSUs and PSUs awarded to executives that will settle in stock and that are vested or will vest within 60 days of May 29, 2022, as follows: Ms. Atkins, 9,843; Mr. Burrowes, 6,959; Mr. Cardenas, 9,887; Ms. Chugg, 180; Mr. Fogarty, 7,970; Ms. Jamison, 11,765; Mr. Lee, 67,492; Mr. Martin, 5,016; Mr. Mensah, 5,778; Mr. Sonsteby, 14,010; Mr. Vennam, 1,601; Mr. Wilmott, 7,175; and all directors and executive officers as a group, 175,185 shares.

 

(2)

For any individual or group, the percentages are calculated by dividing (a) the number of shares beneficially owned by that individual or group, which includes shares underlying options exercisable within 60 days and RSUs and PSUs settled in stock described in footnote 1 above, by (b) the sum of (i) the number of shares outstanding on May 29, 2022, plus (ii) the number of shares underlying options exercisable within 60 days and RSUs and PSUs described in footnote 1 above held by just that individual or group.

 

 

 

2022 Proxy Statement    39

Employee, Officer and Director Hedging

Under the terms of the Company’s Insider Trading Policy, no officer, employee or member of the Board of Directors of the Company should engage in short-term or speculative transactions in the Company’s securities. Short sales and transactions in publicly traded puts, calls or other derivative securities based on the Company’s securities are prohibited for all employees, officers, and members of the Board of Directors. Insiders, including the Company’s Board of Directors, executive officers and certain other employees designated by the General Counsel from time to time, are also prohibited from all other hedging transactions and are prohibited from pledging Company securities or holding such securities in a margin account. The full terms of the Company’s Insider Trading Policy are available on our website at www.darden.com.

 

 

 

40    Darden Restaurants, Inc.

Stock Ownership of Principal Shareholders

This table shows all shareholders that we know to beneficially own more than five percent of our outstanding common shares as of May 29, 2022. As indicated in the footnotes, we have based this information on reports filed by these shareholders with us and with the SEC.

 

Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership(1)				Percent of Class(2)
Capital World Investors 333 South Hope Street, 55th Fl. Los Angeles, CA 90071			16,040,321	(3)			12.94	%
Capital International Investors 333 South Hope Street, 55th Fl. Los Angeles, CA 90071			15,037,975	(4)			12.12	%
The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355			14,011,265	(5)			11.30	%
BlackRock, Inc. 40 East 52nd Street New York, NY 10022			8,652,000	(6)			6.98	%

 

(1)

“Beneficial ownership” is defined under the SEC rules to mean more than ownership in the usual sense. Under applicable rules, you beneficially own our common shares not only if you hold them directly, but also if you indirectly (such as through a relationship, a position as a director or trustee, or a contract or understanding) have or share the power to vote, sell or acquire them within 60 days.

 

(2)	The figures reported are expressed as a percentage of the total of 123,946,313 common shares outstanding on May 29, 2022.

 

(3)	Based on a Schedule 13G filed February 14, 2022, as of December 31, 2021, Capital World Investors beneficially owned an aggregate of 16,040,321 shares, and had sole power to vote 16,028,436 shares and sole dispositive power over 16,040,321 shares.

 

(4)	Based on a Schedule 13G filed February 14, 2022, as of December 31, 2021, Capital International Investors beneficially owned an aggregate of 15,037,975 shares, and had sole power to vote 15,015,418 shares and sole dispositive power over 15,037,975 shares.

 

(5)

Based on a Schedule 13G/A filed February 9, 2022, as of December 31, 2021, The Vanguard Group, Inc. beneficially owned an aggregate of 14,011,265 shares, and had sole power to vote 0 shares, shared voting power to vote 215,006 shares, sole dispositive power over 13,465,562 shares, and shared dispositive power over 545,703 shares

 

(6)	Based on a Schedule 13G/A filed February 1, 2022, as of December 31, 2021, BlackRock, Inc. beneficially owned an aggregate of 8,652,000 shares, and had sole power to vote 7,507,038 shares and sole dispositive power over 8,652,000 shares.

 

 

 

2022 Proxy Statement    41

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (CD&A) provides information on our executive compensation program and aligns with the amounts shown in the executive compensation tables that follow. This CD&A covers the compensation of our NEOs, who are the five executive officers named below, all of whom serve as executive officers of the Company as of the date of this Proxy Statement, except for Mr. Lee, who served as our Chairman and Chief Executive Officer for all of fiscal 2022. Mr. Lee retired from his Chairman and Chief Executive Officer role effective May 29, 2022 and transitioned into a non-executive officer role, Executive Chairman, effective May 30, 2022. Mr. Lee is expected to retire from employment at the Company on the date of the Company’s 2022 Annual Meeting of Shareholders and continue to serve as the Chairman of the Board in a non-employee capacity.

 

Name		Position with Company at Fiscal 2022 Year-End		New Position Effective May 30, 2022
Eugene I. Lee, Jr.		Chairman and Chief Executive Officer		Executive Chairman
Ricardo Cardenas		President and Chief Operating Officer		President and Chief Executive Officer
Rajesh Vennam		Senior Vice President, Chief Financial Officer and Treasurer
Todd A. Burrowes		President, LongHorn Steakhouse
M. John Martin		President, Specialty Restaurant Group

Introduction

The Compensation Committee believes that our success depends in large measure on our ability to attract and retain highly qualified leaders who are motivated to serve with purpose on behalf of our Company, our team members and our stakeholders. During fiscal 2022, Darden’s management demonstrated excellence in execution as we proved the strength of our competitive advantages and emerged from the impacts of the COVID-19 pandemic.

 

 

 

42    Darden Restaurants, Inc.

EXECUTIVE SUMMARY

During fiscal 2022, our business was able to return to operations largely free from the COVID-19 pandemic restrictions that materially affected our business during fiscal 2020 and fiscal 2021. We opened new restaurants, grew sales across the brand portfolio and continued to benefit from our robust strategic planning and other strategic advantages. Our strong financial performance reflected the dedication and experience of our restaurant teams and the tenacious leadership of our executive team. Our fiscal 2022 pay outcomes reward that excellent performance. With a return to pre-pandemic operations, we also returned to our pre-pandemic compensation plan design.

 

Fiscal 2022 Compensation and Performance Highlights Included
People Highlights:   •  Demonstrated the strength of our executive bench and succession planning through execution of a smooth succession plan, as our Chairman and CEO, Gene Lee, transitioned to the Executive Chairman role effective May 30, 2022 and our President and Chief Operating Officer assumed the President and CEO role on that date.   •  In January 2022, we increased the minimum hourly earnings for restaurant team members to $12, inclusive of income earned through gratuities.   •  We regularly invest in comprehensive benefits that allow our team members to be at their best. In fiscal 2022, we strengthened our free Employee Assistance Program to better support our team members and their families with mental health counseling, financial advice, legal consultations and professional referrals from licensed experts.   Compensation Plan Design Highlights for Fiscal 2022:   •  Granted select increases for fiscal 2022 to base salary, target annual incentive opportunities, and/or long-term incentive grant values to restore pay competitiveness following no increases other than for promotions since fiscal 2020.   •  Restored the annual incentive plan design substantially similar to the pre-pandemic plan design, with a single performance period and separate metrics for Darden (30% same restaurant sales (SRS), 70% EPS) and specific Brands (30% SRS, 70% Operating Profit).   •  Made no changes to the long-term incentive award mix (25% RSUs, 25% Options, and 50% PSUs), but made changes to the PSU design, primarily to change the peer comparison group for Total Shareholder Return to the S&P 500 to better reflect our Company’s broad competition for talent and to make adjustments to the performance and payout scales.		Financial highlights for fiscal 2022:

 

 

 

2022 Proxy Statement    43