(Exact name of registrant as specified in its charter)
Commission File Number: 1-13666
Florida
59-3305930
(State or other jurisdiction of incorporation)
(IRS Employer Identification No.)
1000 Darden Center Drive, Orlando, Florida32837
(Address of principal executive offices, including zip code)
(407) 245-4000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, without par value
DRI
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07
Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of Shareholders of the Company was held online via the internet at www.virtualshareholdermeeting.com/DRI2021 on September 22, 2021. On September 23, 2021, Peter W. Descovich, the independent Inspector of Election for the Annual Meeting, delivered to the Company his final, certified vote results.
(b) The name of each director elected at the meeting, a brief description of each other matter voted upon, and the voting results, are provided below. At the Annual Meeting, the shareholders took the following actions:
(i) Voted on the election of 8 directors to serve until the next annual meeting of shareholders and until their successors are elected and qualified, as follows:
Nominees
For
Withheld
Broker Non-Vote
Margaret Shân Atkins
105,980,229
1,922,773
10,043,083
James P. Fogarty
106,438,029
1,464,973
10,043,083
Cynthia T. Jamison
98,975,132
8,927,870
10,043,083
Eugene I. Lee, Jr.
102,143,515
5,759,487
10,043,083
Nana Mensah
106,735,562
1,167,440
10,043,083
William S. Simon
101,668,327
6,234,675
10,043,083
Charles M. Sonsteby
106,912,983
990,019
10,043,083
Timothy J. Wilmott
106,303,000
1,600,002
10,043,083
Based on these results, the following nominees were elected as directors at the Annual Meeting, each to serve until the next annual meeting of shareholders and until his or her successor is elected and qualified: 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.
(ii) Approved a resolution providing advisory approval of the Company’s executive compensation.
For
101,827,175
Against
5,850,003
Abstain
225,824
Broker Non-Vote
10,043,083
(iii) Ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 29, 2022.
For
112,419,094
Against
5,414,630
Abstain
112,361
Broker Non-Vote
0
(iv) Approved the Company’s amended Employee Stock Purchase Plan.
For
107,327,524
Against
369,408
Abstain
206,070
Broker Non-Vote
10,043,083
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DARDEN RESTAURANTS, INC.
By:
/s/ Matthew R. Broad
Matthew R. Broad
Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary
