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.     )

Filed by the Registrant  x	Filed by a Party other than the Registrant  ¨
Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

x Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

DARDEN RESTAURANTS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which the transaction applies:

(2) Aggregate number of securities to which the transaction applies:

(3) Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Operating Darden with the Right 

Talent, Plan, and Priorities

SEPTEMBER 2014

Forward-Looking Statement

These materials may contain forward-looking statements concerning the Company’s expectations, goals or objectives. Forward-looking

statements in this communication that are not historical facts, including without limitation statements concerning our future economic

performance, plans or objectives and expectations regarding the performance of the Company following the sale of Red Lobster and

related matters, are made under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Any forward-looking

statements

speak

only

as

of

the

date

on

which

such

statements

are

made,

and

we

undertake

no

obligation

to

update

such

statements

to

reflect events or circumstances arising after such date except as required by law. We wish to caution investors not to place undue

reliance on any such forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties that could

cause

actual

results

to

materially

differ

from

those

anticipated

in

the

statements.

The

most

significant

of

these

uncertainties

are

described in Darden's Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports). These risks and

uncertainties include the ability to achieve Darden's strategic plan to enhance shareholder value including realizing the expected benefits

from the sale of Red Lobster, actions of activist investors and the cost and disruption of responding to those actions, including any proxy

contest for the election of directors at our annual meeting, food safety and food-borne illness concerns, litigation, unfavorable publicity,

risks relating to public policy changes and federal, state and local regulation of our business including health care reform, labor and

insurance costs, technology failures, failure to execute a business continuity plan following a disaster, health concerns including virus

outbreaks, intense competition, failure to drive sales growth, our plans to expand our smaller brands Bahama Breeze, Seasons 52 and

Eddie V's, a lack of suitable new restaurant locations, higher-than-anticipated costs to open, close, relocate or remodel restaurants, a

failure to execute innovative marketing tactics and increased advertising and marketing costs, a failure to develop and recruit effective

leaders, a failure to address cost pressures, shortages or interruptions in the delivery of food and other products, adverse weather

conditions

and

natural

disasters,

volatility

in

the

market

value

of

derivatives,

economic

factors

specific

to

the

restaurant

industry

and

general macroeconomic factors including unemployment and interest rates, disruptions in the financial markets, risks of doing business

with

franchisees

and

vendors

in

foreign

markets,

failure

to

protect

our

service

marks

or

other

intellectual

property,

impairment

in the

carrying value of our goodwill or other intangible assets, a failure of our internal controls over financial reporting, or changes in

accounting standards, an inability or failure to manage the accelerated impact of social media and other factors and uncertainties

discussed from time to time in reports filed by Darden with the Securities and Exchange Commission.

Important Additional Information

Important Additional Information

The

Company,

its

directors

and

certain

of

its

executive

officers

are

participants

in

the

solicitation

of

proxies

from

stockholders in

connection with the Company’s 2014 annual meeting of stockholders (the “Annual Meeting”). Information regarding the names and

interests of such participants in the Company’s proxy solicitation is set forth in the Company’s definitive proxy statement, filed with the

SEC

on

September

9,

2014.

Additional

information

can

be

found

in

the

Company’s

Annual

Report

on

Form

10-K

for

the

year

ended

May

25, 2014, filed with the SEC on July 18, 2013. These documents are available free of charge at the SEC’s website at www.sec.gov.

The Company will be mailing its definitive proxy statement and proxy card to the stockholders entitled to vote at the Annual Meeting.

WE URGE INVESTORS TO READ ANY PROXY STATEMENT (INCLUDING ANY SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT

DOCUMENTS THAT THE COMPANY MAY FILE WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE

BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain, free of charge, copies of any proxy

statement and any other documents filed by the Company with the SEC in connection with the proxy solicitation at the SEC’s website at

www.sec.gov. In addition, copies will also be available at no charge at the Investors section of the Company’s website at

http://investor.darden.com/investors/investor-relations/default.aspx.

•

We have had numerous conversations with our shareholders, including Starboard, over the past several months regarding

Darden's operating plan and the Olive Garden Brand Renaissance

•

Olive Garden’s turnaround is underway, with signs of improvement acknowledged

by many members of the analyst

community:

•

LongHorn continues to achieve tremendous growth with same-restaurant sales exceeding the industry by 3.8% in fiscal 2014

and guest counts exceeding the industry for the 19th consecutive

quarter in first quarter, fiscal 2015

•

Our Specialty Restaurants continue to provide strong unit growth

and competitively superior same-restaurant sales growth

•

In fiscal 2015, our cost saving efforts resulted in SG&A expense

planned at less than 9.0% and total G&A spend of

approximately 5.0%, with the potential for further reductions going forward

•

As Starboard's plan adopts many of these Darden initiatives as its own, we are pleased that Starboard agrees with the

actions we are taking to reinvigorate restaurant performance, reduce costs, and drive growth

•

Darden’s

recommendation

of

a

new

Board,

a

new

independent

Chairman,

new

Board

committees,

and

a

new

CEO

will

lead to substantial, positive change

We Believe Our Current Initiatives Are Already Delivering

Results, and Address Most of Starboard’s Suggestions

Vote on the BLUE

proxy card “FOR ALL”

of Darden’s highly-qualified,

independent nominees to the Board of Directors

–

New menu items have reinforced value, expanded variety, and supported increased demand from key customer

segments, including millennials

–

Technology-enabled online ordering is in place and strengthening take out business

–

Guest experience and satisfaction scores are improving

–

Testing of tablet technology is underway and generating encouraging results

We Built Darden into the Premier Full-Service Restaurant

Company in the Industry

PREMIER BRANDS

Darden is the leading multi-brand restaurant operator

with a unique and differentiated portfolio well-

positioned to drive growth

Developed brands to have industry-leading average unit

volumes, margins and restaurant-level returns

Increased sales by $5.1 billion and unit growth by 934

units since FY95 (excluding Red Lobster)

Historically outperformed Knapp-Track™, the casual

dining index and industry benchmark in same-restaurant

sales

Strong cash flow generation has allowed us to return

over $4 billion of capital to shareholders since FY95

Became the first full-service restaurant company named

to FORTUNE’s “100 Best Companies to Work For”

list

(2011, 2012, 2013, and 2014)

Darden Total Sales ($ in billions, excl. Red Lobster)

$3.2

$5.3

$5.7

$5.9

$6.7

$7.2

$7.1

$7.5

$8.0

$8.6

$8.8

Sales Combined Basis (incl. Red Lobster)

Darden Total Units (excl. Red Lobster)

1,243

1,268

1,292

1,324

1,700

1,771

1,824

1,894

1,994

2,138

2,207

Units Combined Basis (incl. Red Lobster)

$1.2

$2.5

$2.8

$3.0

$4.0

$4.6

$4.6

$5.0

$5.3

$5.9

$6.3

FY95

…

FY05

FY06

FY07

FY08

FY09

FY10

FY11

FY12

FY13

FY14

567

589

610

644

1,020

1,081

1,130

1,196

1,289

1,431

1,501

FY95

…

FY05

FY06

FY07

FY08

FY09

FY10

FY11

FY12

FY13

FY14

•

Nearly

30

years

of

restaurant

operating

experience;

was

named

to

his

current

role

in

September

2013

•

Prior to this role, Gene served as President of Darden’s Specialty Restaurants Group for six years

Under Gene’s leadership, Specialty Restaurants grew from 60 to 175 restaurants, including the acquisition of

two restaurant concepts

Delivered

annualized

sales

growth

of

17%

and

annual

restaurant

earnings

growth

of

26%

•

Gene joined Darden in October 2007 as part of the Company’s acquisition of RARE Hospitality International, where

he served as President and Chief Operating Officer

After being named President and COO in January 2001, Gene led a successful turnaround plan to revitalize

both LongHorn and The Captial Grille

RARE’s market cap rose during that timeframe from $420mm to $1,170mm

•

Proven industry leader with more than 35 years of restaurant operating experience

•

Dave was named President of Olive Garden in January 2013

•

Before this appointment, Dave served as President of LongHorn Steakhouse for nine years

•

Dave joined LongHorn in April 1998 as Vice President of Operations. Two years later, he was promoted to Vice

President of Operations for The Capital Grille.  He returned to LongHorn in October 2001 and was named President

in 2003

•

Earlier in his career, Dave served as Vice President of Operations for Battleground Restaurant Group.  He began his

restaurant career straight out of college as an Assistant Manager with Houlihans.   During his 12 years with

Houlihans, he held positions of increasing responsibility including Area Director of Operations for eight restaurants

We Are Convinced Darden Has the Right Leaders to Continue the

Positive Momentum

Gene Lee, President and Chief Operating Officer

Dave George, President of Olive Garden

•

Successful

leader

with

nearly

20

years

of

restaurant

operational

experience

•

Valerie was named President of LongHorn Steakhouse in January 2013

•

Before this promotion, Valerie served as Chief Restaurant Operations Officer (CROO) for Darden where she led

strategic operations initiatives across the enterprise

•

Prior to becoming CROO,  she served as Executive Vice President (EVP) of Olive Garden for seven years, where she

successfully opened nearly 200 restaurants while maintaining operational excellence at existing restaurants

•

Valerie

joined

Darden

in

January

1997

as

Director

of

Purchasing.

In

1998,

she

was

promoted

to

Vice

President

of

Distribution and quickly advanced to Vice President of Operations Improvement in 2000, and then to Senior Vice

President of Operations for Olive Garden’s Dallas division in June 2001

•

Restaurant entrepreneur and proven business leader with more than 25 years of experience

•

Harald was named to his current role in January 2014.  Previously, Harald served as President of Yard House, a brand

he helped launch in 1996 and successfully grew to critical acclaim, and was later acquired by Darden in 2012

In the mid 1990’s Harald met Steele Platt, who was developing a restaurant concept with a simple formula: the

world’s largest selection of draught beer coupled with great food and a classic rock music program

Harald was tapped to help launch the flagship Yard House in Southern California

Yard House quickly emerged as one of Southern California’s most financially successful independent

restaurants,

and

less

than

two

years

later

Harald

was

made

partner

as

the

Company

began

to

expand

into

other markets

We Are Convinced Darden Has the Right Leaders to Continue the

Positive Momentum (Cont’d)

Valerie Insignares, President of LongHorn Steakhouse

Harald Herrman, President of Specialty Restaurant Group

Since Gene Lee’s promotion to President and Chief Operating Officer in

September 2013, Darden has launched a number of initiatives to improve

restaurant-level operations:

•

Food:

Differentiated menus that leverage quality ingredients, flavorful

recipes, and artistically presented food to deliver on the guests’

needs

without adding operational complexity

•

Service:

Friendly, timely and competent service

•

Atmosphere:

Focus on maintaining clean, appropriately-lit restaurants

with an energizing feel to provide a comfortable environment that guests

enjoy

•

Operational Controls:

Realign support functions to link with brand goals:

Gene Lee Has Sharpened the Company’s Focus on Restaurant-

Level Operations and Guest Experience Through A Proven “Back-

to-Basics”

Approach

—

Restructured key support functions to improve efficiency

—

Expedited day-to-day decision-making

—

Introduced social media support to actively engage with guests

Darden’s People Have Expressed Their Affection for, Confidence in

and Commitment to the Company in the Clearest Ways Possible

We Care About Our People, And Our People Care About Darden

1

People Report is an HR service that tracks retention, staffing levels, turn-over and provides compensation data for restaurant industry on

monthly, quarterly and annual basis.

Recognition

For

four

consecutive

years,

Darden

has

been

listed

as

one

of

the

Fortune

100

Best

Companies

to

Work For, a ranking that reflects a comprehensive and independently administered survey of our

frontline employees

Olive Garden, LongHorn Steakhouse, and The Capital Grille are recognized by People Report¹, a leading

industry Human Resources organization, as leaders when it comes to employee engagement and

retention. These same leadership, compensation, and other practices are employed across all our

brands at Darden

Retention is competitively superior to our Industry

Darden’s annual turnover in each frontline employee segment is well below the casual dining industry

average –

10 points below the industry for managers, and 25 points below the industry for hourly

employees

Careers are made at Darden

Nearly 50% of our restaurant managers are promoted from within

99% of our General Managers and Managing Partners (GM/MP) are promoted from restaurant manager.

And, 99% of our Director of Operations leaders were promoted from GM/MP

Compensation is competitive, if not better than, the Industry

We believe Darden's restaurant General Managers' salaries are competitive. In addition, their targeted

performance-based compensation is approximately 40% of base salary and is uncapped

We Care About Our People, And Our People Care About Darden

We Believe Olive Garden Holds an Enviable Position with Leading

AUVs, Restaurant-Level Profitability and Guest Satisfaction

Scores

Source: 2014 Nation’s Restaurant News Top 100 Report (June 2014), Company information for Olive

Garden; most recent 10K filings for all others

1

Reflects

latest

reported

fiscal

year.

EBITDAR

Per

Restaurant

=

(Company

owned

restaurant

sales

–

food

&

beverage

expenses

–

restaurant

labor

–

restaurant

expenses

(excluding

rent

and

marketing)

-

pre-opening

expenses) / company owned restaurants.

Guest Satisfaction Scores²

2 

Source: NPD Crest as of fiscal 2014 Year End.

3 

Nationally-advertised competitors is the aggregate of Applebee’s, Chili’s, TGI Friday’s and Ruby Tuesday.

Industry Leading AUVs ($ in millions)…

…

and EBITDAR Per Restaurant ($ in millions)¹

$ 4.4

$ 3.2

$ 2.8

$ 1.7

$ 1.1

$ 0.8

$ 0.7

$ 0.3

42%

44%

35%

35%

51%

52%

43%

37%

Quality of Food

Pleasant Friendly Service

Atmosphere Ambiance

Good Value for Money

Olive Garden

Nationally-Advertised Competitors³

The Olive Garden Brand Renaissance Is Underway and

Delivering Results

1

3

2

4

We Believe Core Menu Innovation is Driving Base Guest

Count Growth Through Expanded Relevance and Value

Operations Are Highly Focused on

Delivering Flawless Guest Experiences

•

We are making menu changes that reinforce value and

relevance, improve quality and simplify processes to enhance

the guest experience and manage costs

•

New core menu is successfully delivering better value at all

price ranges on the menu

•

Key attributes on taste and quality of food as measured by NPD

Crest have improved

•

The Cucina Mia platform, which is attractive to Millennials,

along with higher quality beef and seafood offerings are

examples

•

Our restaurant operations leadership, together with our team

members, are energized and working toward a common goal

•

An intensified emphasis on service and food quality is leading to

enhanced guest experiences

•

In the first quarter, the “Great Food Go”

rally cry was launched

with initial concentration on improving execution of most popular

menu

items

(similar

to

“Brilliant

with

Basics”

program

suggested

by Starboard)

•

In addition, revisit intent scores, as measured by NPD Crest, have

increased over prior year, a leading indicator of growth

Broader Media Reach with a Variety of Messages

Reimaging Program Showing Signs of Success

•

Broadening the way we reach out to guests through secondary

television, digital messages and relying less on deep-discount or

bundled promotions

•

Olive Garden’s social media presence is considerably more

active and relevant than in the past

•

Using a return on investment approach for measuring media,

we are gradually reducing TV spend and investing in digital for a

net reduction in total advertising spend

•

Reimaging many guest touch points including plate ware, server

uniforms, new logo, exterior signage, and new tabletop

merchandising

•

Newly remodeled restaurants are averaging over 10% traffic

growth

•

We are realizing an increase in alcohol sales and total average

check in the remodeled restaurants

•

We are on track for 75 remodels in fiscal 2015

Renaissance Plan Update: Core Menu Evolution

New Dinner

Menu Test

Lunch Menu

Refresh

•

Optimize our Cucina

Mia everyday value

platform

•

Increase entrees

under $15

•

Tuscan Trio

Combinations

•

70 combinations

under $10

Choice / Variety

•

Lighter, fresher,

“better for you”

options

•

New flatbread,

sandwich

selections, and

salad toppers

Convenience

•

National roll-out

of online ordering

•

Test lunch time

guarantee

Brand Renaissance Elements Having a Positive Impact

•

New menu items have reinforced value, expanded variety and supported increased demand from

key customer segments, including millennials

•

•

By leveraging metrics made available in our new technology platform, we have significantly

reduced false waits

•

More affordable entry-level price points on the menu and more  strategic pricing actions have led

to reduced price sensitivity

•

Guest experience and satisfaction scores are improving across the system as a result of an

intensified focus on service and food quality, while negative indicators, as measured by

customer complaints, are decreasing

•

National launch of our To-Go Platform, including a redesigned web experience is in place and

strengthening the take-out business

•

In first quarter of fiscal 2015, Olive Garden achieved a 13% increase in its takeout business

compared to the first quarter of last year

1

Online Ordering Driving New Growth and Potential Margin Expansion

Strategic Initiatives

Progress to Date

1

Complaints per million guests.

²

Brand perception (recipes, product quality, value, marketing, etc.).

2

Customer Complaints Are Decreasing ¹

48

59

69

53

37

19

26

29

27

18

66

120

84

81

68

FY11

FY12

FY13

FY14

Q1 FY15

FY11

FY12

FY13

FY14

Q1 FY15

FY11

FY12

FY13

FY14

Q1 FY15

Service

Food

Brand Negatives

Pronto Lunch: We reduced dine times for guests seeking a quicker lunch experience

Value Focus

Renaissance Plan Update: Culinary Operations and Service

Enhancements

Simplify Operations

•

Ongoing culinary

simplification program

•

Testing tabletop tablets

Improve Food & Beverage Quality

•

Elevate focus on soup,

salad and bread stick

execution

•

New training tools and

applications to certify and

validate beverage

knowledge

Intensify Focus on the Guest

•

Greater leadership focus on

underperforming restaurants

•

Training and development of all team

members through recertification

•

Introduce tabletop tablets to enhance the

guest experience

•

Testing of tablet technology in restaurants is

underway and has generated encouraging results

•

80% of guests where the technology is in use are

interacting with the device, and 60% of them are

paying the check on the tablet

•

Tablet use has increased add-on sales, increased

table turns, increased guest survey response rates,

and increased tip percentage for servers

•

The Company expects tablet technology to be

installed system-wide by the end of 2015

2

Strategic Initiatives

National launch of

online platform

Online Adoption Rate Improving For To-Go Sales¹

Progress to Date

1

Percentage of online orders from internet as opposed to the phone.

Renaissance Plan Update: Olive Garden Approach to

Advertising & Promotions

Strategic Initiatives

Progress to Date

Brand Communication

Communications Strategy

•

Balance limited time offers and

equity messages

•

Greater use of digital /

social media engagement

•

Communicate balance of base-building and traffic-

boosting messages

•

Always-on digital support for search and social

•

Hybrid national/local Hispanic support

Promotional Messaging

Promotion Elevation

•

Continue to inject new

news into our promotions

•

Launch new advertising campaign

emphasizing culinary credentials and

emotional connection

•

Targeted messaging

with relevant incentives

Unique & differentiated promos

•

•

Minimize investment/complexity

•

In-Restaurant Merchandising

Merchandising Evolution

•

Redesign all merchandising materials

to reinforce culinary expertise,

elevating menu news, and ease of

navigation

•

Fewer pieces on table

•

Ownable food photography

•

Tabletop Tablets

3

Limit repeating promotions

Value-added versus discounted promotions

-

Parents’

Night

Out

-

Dinner & A Movie

Leverage core menu items

Leverage weekday offers

We have minimized investment in our promotions, while

reducing operational complexity without compromising

guest appeal

Utilize “Starting At…” price points with multiple buy-ups

The Four Walls

•

Remodel the interior and exterior of 75

restaurants in fiscal 2015

Guest Touchpoints

•

Rollout new signs with new logo and

plateware in all remodeled markets

Renaissance Plan Update: Reimaging Program

Initial Sales Results from the Pilot Remodel Program are Encouraging

•

Three

remodels

completed

average

more

than

a

10%

increase

in

traffic,

increased

alcoholic

beverage sales, and higher average check

4

Strategic Initiatives

Progress to Date

Confidence in Reimagining Program Supported by Focus Group Results

•

Overall, the remodel design does a good job of conveying remodeling objectives of warmth,

approachability, and inviting environment while being up-to-date

•

Based on focus group feedback, guests feel the remodel is even more Italian than before, because of

the wine cues and Mediterranean colors

Unaided ‘Look & Feel’

Restaurant Descriptions

Tuscan

Farmhouse

Remodel

–

Italian

Kitchen

Exterior

Signage

We Believe Olive Garden's Initiatives Result in Reduced

Complexity, Cost Savings, and Improved Guest Experience

COGS

~$3mm

Waste

~$2mm

Paper

~$1mm

45-50 Hours

Eliminated

~$28mm

Fiscal Year 2014 Simplification Project Has Resulted in Cost Savings of Over $30mm…

Taste of Food

+4pts

Culinary

Expertise

Enabling Menu

Innovation

Pride, Passion

& Commitment

CULTURE

91 Pars

Eliminated

41% Reduction

1

…

And Olive Garden Key Performance Metrics Are Improving

1

+7

+6

+5

+5

+4

+3

Attentiveness

Value for Money

Overall Experience

Pace of Meal

Overall Comfort

Overall

Cleanliness

Guest satisfaction metrics are top box improvements for FY14 vs. FY11-FY13 average.

The Outlook for the Future Is Bright, with a Number of Our

Initiatives Underway to Drive Growth

•

We are committed to elevating Olive Garden's relevance through the Brand Renaissance project

and believe that the core elements highlighted above will result

in a resurgence of the Olive

Garden business results

•

In addition to our Company-wide cost savings of $150 million, we are pursuing a $50 million

Olive Garden cost savings program, with plans to reinvest those savings in the business

•

We have a highly-qualified leadership team and highly-engaged team of employees who believe

in our Olive Garden plan

Feedback from Our Internal Management Following Recent General Manager Conference

Core Menu

Innovation

Focused Operations Delivering

a Flawless Guest Experience

Broad Media Reach

Reimaging Program Showing

Signs of Success

“Dave

and

Gene

really

seem

to

understand

what

being

a

GM

is

all

about

and

the

challenges

of

our

jobs.

Having

said

that

they

know

exactly

what

we

should

be

capable

and

have

no

problem

holding

us

to

that

standard.

I

have

never

worked

for

better

leaders.

When

they

were

done

speaking to us I felt I could run a marathon in an hour.”

“I am excited and motivated for the future and looking forward to fighting to take back our guests!”

“I feel

very

good

about

the

leadership

and

direction

we

are

going.

I’m

all

in!”

LongHorn: Journey to Becoming America’s Favorite

Steakhouse

National Penetration Opportunity ($ in millions)

Pre-RARE

Acquisition

Today

Ultimate

Potential

No. of Restaurants

288

464

700

AUV

$3.0

$3.1

$3.4

Total Sales²

$790

$1,380

$2,400

Significant Progress Has Been Made

•

Increased appeal to higher income households and

added attractive business travel and entertainment-

related consumers

•

Leveraged and drove further integration of Darden’s

restaurant support platform

•

Elevated brand marketing capabilities and completed

“roadhouse to ranch house”

brand positioning

•

Invested in increased media, completed Steak House

remodel and launched new dinner and lunch menus

FY15 Strategic Imperatives

•

Drive same-restaurant sales and profit growth by:

Continuing to differentiate the LongHorn guest   

experience

Delivering value-creating new restaurants

Strengthening the business model

Note: Numbers on map represent restaurants per state. Potential AUVs and total sales are shown in current dollars.

1

With households in the upper half of the income continuum.

²

Total sales reflect most recent annual period prior to RARE acquisition. 

1

2

3

SAME-RESTAURANT SALES EXCEEDED THE INDUSTRY BY 3.8% IN FISCAL 2014 AND

GUEST COUNTS EXCEEDED THE INDUSTRY FOR THE 19TH CONSECUTIVE QUARTER

Broad Footprint with Significant White Space for Growth

1

Specialty Restaurants: Strong Brands with Unique Differentiation

Demographic Appeal

Well-Positioned…

•

Acquired in FY13

•

Strong appeal to millennial and Generation X

households

•

…For SRS success while adding at least 100 new

restaurants

•

Accelerating beverage and culinary innovation

•

Expanding late night occasion

•

Building organizational and people capability for growth

•

Developed internally and introduced in FY03

•

Broadly appealing and particularly strong with

higher income and Generation X households

•

…For SRS success as focus turns to sites that are

generating the strongest performance and plans to add

at least 100 new restaurants

•

Increasing brand awareness in new markets

•

Evolving seasonal/regional menu strategy

•

Elevating operations excellence

•

Acquired in FY08

•

Strong appeal to higher income households and

adds attractive business travel and entertainment-

related consumers

•

…To maintain current SRS growth momentum as it

approaches national penetration with the addition of at

least 30 new restaurants

•

Developed internally, introduced in FY96, and

successfully repositioned over past five years

•

Broadly appealing and particularly strong with

Generation X and multicultural households

•

…To maintain current SRS growth momentum as the

penetration of the eastern third of the United States is

completed with the addition of at least 50 new

restaurants

•

Acquired in FY12

•

Strong appeal to higher income and Generation X

households and adds attractive business travel and

entertainment-related consumers

•

…For SRS success while adding at least 50 new

restaurants

STRONG UNIT GROWTH AND FOCUS ON INCREASING BRAND AWARENESS TO

DELIVER COMPETITIVELY SUPERIOR SAME-RESTAURANT SALES GROWTH

“To

what

degree

do

these

activists

know

about

running

some

of

these

companies…

Thank

you.

Thank

you

JC

Penney activists…

I think a more focused company without the anvil around the neck of Red Lobster is

capable

of

doing

more

things

than

we

thought…I

think

a

progression

is

what

we

want

to

see.

I

love

the

way

Olive Garden is turning here.”

“We

are

maintaining

our

Buy

rating

on

DRI

as

we

believe

change

is

underway

at

Olive

Garden

whether

or

not activist investor Starboard Value is able to secure a Board majority at the upcoming shareholder meeting.

The

initial

read

on

the

Olive

Garden

remodel

program

appears

promising

and

we

believe

there

are

considerable operational and cost-cutting opportunities ahead.”

“Longhorn

(~22%

of

revs)

performing

well.

Comps

were

+2.8%,

and

operating

profits

and

margins

both

expanded.

This

is

impressive

given

beef

pressure

is

driving

above-average

food

cost

inflation.”

“Specialty Restaurant Group possesses significant growth potential…good returns on capital and significant

expansion potential for all of the brands (which should help to increase brand awareness and sales volume

over time) continues to justify growing this segment at a rate faster than the other brands.”

Many Industry Analysts and Commentators Are Recognizing that the

Turnaround Is Gaining Momentum

Note: Permission to use quotations in these materials was neither sought nor obtained. Bolding added for emphasis.

(Jim Cramer, CNBC’s Squawk on the Street, 12-Sep-2014)

(Sterne Agee, 12-Sep-2014)

(Oppenheimer, 12-Sep-2014)

(Robert W. Baird, 12-Sep-2014)

“We believe Darden’s proposed slate represents a prudent approach in that it would yield a group that could bring fresh

perspective to DRI while allowing for some continuity that would

not be associated with Starboard’s plan to replace the entire

board. We see risk that the replacement of the entire Board (as proposed by Starboard) and broader management changes

could

cause

distraction/disruption

that

could

impede

progress

on

improving

core

operating

fundamentals.”

(Baird, 12-Sep-2014)

“In our view, the disruption is likely to intensify after the October 10th shareholder meeting and vote no matter which side

prevails. In our opinion, there is high risk of short-term disruption that could be damaging to the business.”

(Bank of America Merrill Lynch, 12-Sep-2014)

““With 1QF15 complete, attention is now squarely on the upcoming ‘14 Annual Meeting on 10/10. The focus will be board

representation, with activist Starboard (8.8% holder) pushing for full board turnover (12 members). We struggle with such

drastic

change

in

the

midst

of

a

major

portfolio

transformation,

as

we

are

somewhat

more

conservative

in

nature,

rather

believing a hybrid of new and old board members the best approach. This would allow for significant fresh perspective, while

maintaining an element of continuity.”

(Barclays, 12-Sep-2014)

“In our view,

continued pressure from Starboard and other activist investors could disrupt management’s strategic action

plans

and adds another layer of uncertainty to future free cash flow projections.”

(Morningstar Equity Research, 08-Jul-2014)

Many Industry Analysts also Recognize the Risks of Implementing

Starboard’s Plan

Note: Permission to use quotations in these materials was neither sought nor obtained. Bolding added for emphasis.