Darden
Announces Preliminary Results Of Annual Meeting And Reconstituted Board Of
Directors
New Board Excited to
Immediately Begin Working with Darden's Dedicated Employees to Create
Substantial Value for the Benefit of All Shareholders
ORLANDO, Fla., Oct. 10, 2014 /PRNewswire/ -- Darden Restaurants, Inc.
(NYSE:
DRI) today announced that, based
on the preliminary vote count provided by its proxy solicitor following
the Company's 2014 Annual Meeting, shareholders have elected all 12
Starboard-nominated directors to Darden's Board of Directors including:
Betsy S. Atkins, Margaret Shan Atkins, Jean M. Birch, Bradley D. Blum,
Peter A. Feld, James P. Fogarty, Cynthia T. Jamison, William H. Lenehan,
Lionel L. Nowell, III, Jeffrey C. Smith, Charles M. Sonsteby, and Alan N.
Stillman.
Speaking on behalf of Darden's newly elected Board, Jeffrey C. Smith,
Chief Executive Officer of Starboard, said, "Darden has an incredibly
strong foundation that reflects its iconic and growing brands, 150,000
dedicated employees, and many loyal and passionate guests. Darden's future
is bright. The new Board is prepared and excited to immediately begin
working alongside Darden's management team to put Darden on track for
long-term value creation for all shareholders. My fellow Board members and
I share a common goal for Darden – to enhance value for all of Darden's
stakeholders, including its shareholders, employees, and guests, by
focusing on excellence throughout the organization, maintaining and
strengthening the investment-grade rating and dividend, and emphasizing a
restaurant- and operations-centric culture built around great people. The
new Board wishes the departing directors well, and we thank them and their
advisors for ensuring a smooth and seamless transition process that will
allow us to immediately focus on the priorities at hand, including the
selection of a transformational leader to be Darden's
CEO."
Mr. Smith concluded, "Darden has all the right ingredients to regain the
strength and prominence it once enjoyed. The new Board is incredibly
excited by the opportunity at hand. We look forward to continuing our hard
work from inside the boardroom and working with management on a shared
goal of excellence for Darden."
Speaking on behalf of Darden's outgoing directors, Charles A. Ledsinger
Jr., the former Independent Non-Executive Chairman of Darden's Board,
said, "We are extremely grateful to Darden Restaurants' talented and
dedicated management and employees who, day after day, serve our customers
with distinction and are the backbone of what makes Darden the preeminent
casual dining company. We give our best wishes to the incoming directors,
welcome the reconstituted Board and look forward to seeing continued
progress at Darden. On behalf of the outgoing Board, it has been our
privilege to serve."
Speaking on behalf of the Darden employees, Gene Lee, President and Chief
Operating Officer of Darden said, "I am incredibly proud of our employees
for their energy, passion and focus. Despite the recent distractions, our
terrific employees remained focused on our priorities in the restaurants.
We fully understand that our guests need to receive great food and great
service, and we continue to deliver. We are grateful that there is clear
resolution at the Board level and very much look forward to working with
our new Board to continue to drive improvements throughout the
organization."
Darden noted that the preliminary vote count following the Annual Meeting
also indicates that shareholders voted FOR the approval, on an advisory
basis, of the Company's executive compensation; FOR the ratification of
the appointment of KPMG LLP as Darden's independent registered public
accounting firm for the fiscal year ending May 31, 2015; FOR a management
proposal to amend the Company's bylaws to provide for proxy access; and
AGAINST two shareholder proposals as described in the Company's associated
Proxy Statement.
About Darden Restaurants
Darden Restaurants, Inc., (NYSE:
DRI), owns and operates more than
1,500 restaurants that generate approximately $6.3 billion in annual
sales. Headquartered in Orlando, Fla., and employing 150,000 people,
Darden is recognized for a culture that rewards caring for and responding
to people. In 2014, Darden was named to the FORTUNE "100 Best Companies to
Work For" list for the fourth year in a row. Our restaurant brands – Olive
Garden®, LongHorn Steakhouse®, Bahama Breeze®, Seasons 52®, The Capital
Grille®, Eddie V's® and Yard House® – reflect the rich diversity of those
who dine with us. Our brands are built on deep insights into what our
guests want. For more information, please visit
www.darden.com.
Information About Forward-Looking Statements
Forward-looking statements in this communication regarding our ability to
improve performance across our brands and enhance shareholder value and
all other statements that are not historical facts, including without
limitation statements concerning our future economic performance, plans or
objectives and expectations regarding the sale of Red Lobster, benefits to
Darden and its shareholders from such sale 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.
Contacts:
(Analysts) Matthew Stroud (407) 245-5288
(Media) Bob McAdam (407) 245-5404
SOURCE Darden Restaurants, Inc.
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