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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 FORM 8-K
 CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: September 23, 2020
(Date of earliest event reported)
DARDEN RESTAURANTS, INC.
(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, Florida 32837
(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/DRI2020 on September 23, 2020. On September 24, 2020, 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
100,275,017

 
1,750,226

 
12,011,614

James P. Fogarty
100,955,009

 
1,070,234

 
12,011,614

Cynthia T. Jamison
94,634,926

 
7,390,317

 
12,011,614

Eugene I. Lee, Jr.
100,923,022

 
1,102,221

 
12,011,614

Nana Mensah
101,359,455

 
665,788

 
12,011,614

William S. Simon
99,677,427

 
2,347,816

 
12,011,614

Charles M. Sonsteby
101,418,943

 
606,300

 
12,011,614

Timothy J. Wilmott
101,170,018

 
855,225

 
12,011,614


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
96,069,455

Against
5,592,508

Abstain
363,280

Broker Non-Vote
12,011,614


(iii)
Ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 30, 2021.
For
108,335,470

Against
5,468,719

Abstain
232,668

Broker Non-Vote
0



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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
DARDEN RESTAURANTS, INC.
 
 
By:
/s/ Matthew R. Broad
 
Matthew R. Broad
 
Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary
Date: September 24, 2020



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