DRI 8-K Current Reports

DARDEN RESTAURANTS INC 8-K Report, Financial Results (Sep 24, 2026)

Darden Restaurants reported first-quarter fiscal 2027 results (quarter ended August 30, 2026) with total sales up 5.1% to $3.2 billion and blended same-restaurant sales up 3.1% on a fiscal-calendar basis (3.2% on a comparable-calendar basis). Every segment posted positive same-restaurant sales, led by LongHorn Steakhouse at 6.2%, while Olive Garden grew 1.1% and Fine Dining grew 1.6%. Diluted EPS from continuing operations was $2.05, up 4.1% from prior-year adjusted EPS of $1.97. Reported EPS was down from the $2.19 GAAP figure a year earlier, because the prior-year quarter included a $42.0 million gain on the Olive Garden Canada sale. Management reaffirmed full-year fiscal 2027 EPS guidance of $11.10 to $11.35. The quality of the quarter is mixed beneath the headline. Operating income fell 5.9% to $319.3 million, but excluding the prior-year gain it rose roughly 7%. Interest expense increased to $50.3 million from $45.4 million. Operating cash flow fell 19% to $279.0 million, driven by a $122.2 million working-capital outflow. Free cash flow after capex of $175.3 million was about $104 million, versus roughly $168 million a year earlier. Shareholder returns of $184.2 million in dividends and $220.8 million in buybacks exceeded free cash flow, and the gap was funded by a $285.9 million increase in short-term borrowings. Short-term debt rose to $979.7 million from $693.6 million, and stockholders' equity declined to $2.07 billion from $2.21 billion. The company also declared a quarterly dividend of $1.62 per share, payable November 2, 2026 to holders of record on October 9, 2026. It repurchased about 1.1 million shares for $222.3 million and has $1.3 billion remaining under its $1.5 billion authorization. The press release notes that Bahama Breeze, with 10 units remaining versus 28 a year earlier, is expected to be closed or converted by Q4 fiscal 2027. Investors will likely focus on whether improving same-restaurant sales can support earnings growth and sustain shareholder returns without further increasing leverage.

Sep 24, 2026 8-K

Earnings & ResultsCorporate ChangesExhibits & Filings

DARDEN RESTAURANTS INC 8-K Report, Shareholder Vote Results (Sep 24, 2026)

Darden Restaurants Inc. (DRI) filed an 8-K on September 24, 2026, reporting the results of its Annual Shareholder Meeting held on September 23, 2026. The meeting saw the election of nine directors to the board, all of whom received strong support from shareholders. Additionally, shareholders provided advisory approval for the company's executive compensation plan and ratified the appointment of KPMG LLP as the independent registered public accounting firm for the upcoming fiscal year.

Sep 24, 2026 8-K

DARDEN RESTAURANTS INC 8-K Report, Financial Results (Jun 25, 2026)

Darden Restaurants reported fiscal 2026 fourth-quarter and full-year results for the period ended May 31, 2026, a 53-week year versus 52 weeks in the prior year. Q4 total sales rose 13.7% to $3.72 billion, with the extra week contributing 7.6% of that growth and blended same-restaurant sales up 4.6%. Adjusted diluted EPS from continuing operations was $3.66, up 22.8%. For the full year, sales grew 9.4% to $13.21 billion, same-restaurant sales rose 4.5%, and adjusted diluted EPS reached $10.64, up 11.4%. LongHorn Steakhouse was the standout brand, while Olive Garden grew same-restaurant sales 4.0% for the year. Reported results were modestly affected by closure, impairment, and Chuy's integration costs, and the company also recorded a $42.1 million pre-tax gain from the Olive Garden Canada sale that is excluded from adjusted figures. Capital return was a central theme. The board raised the quarterly dividend 8.0% to $1.62 per share and authorized a new $1.5 billion share repurchase program with no expiration, replacing the prior authorization. Management highlighted about 9% annualized adjusted EBITDA growth since 2019 and said cash generation funds maintenance capex, dividend growth, and new unit development. Full-year operating cash flow was $1.85 billion against $734 million of capital expenditures. Fiscal 2026 dividends paid were $693 million and buybacks were $672 million. Fiscal 2027 guidance calls for total sales of $13.60 to $13.75 billion, same-restaurant sales growth of 2.5% to 3.5%, and diluted EPS from continuing operations of $11.10 to $11.35, implying roughly 4% to 7% growth over the $10.64 adjusted base. Management expects 75 to 80 new restaurant openings and capex of about $875 million. Balance sheet changes to note include short-term debt rising to $693.6 million, which will need to be refinanced or repaid, and total debt falling from about $2.1 billion to $2.3 billion including the current portion. Separately, the board amended the bylaws, which is largely governance housekeeping.

Jun 25, 2026 8-K

DARDEN RESTAURANTS INC 8-K Report, Financial Results (Mar 19, 2026)

Darden Restaurants (DRI) reported fiscal 2026 third-quarter results (quarter ended February 22, 2026) that showed solid top-line momentum and an adjusted earnings beat. Total sales rose 5.9% to $3.35 billion, driven by a blended same-restaurant sales increase of 4.2% and 31 net new restaurants. LongHorn Steakhouse (+7.2% same-restaurant sales) and Olive Garden (+3.2%) led the portfolio, and management said both significantly outperformed the industry same-restaurant sales benchmark. Adjusted diluted EPS from continuing operations was $2.95, up 5.4% year over year. Reported diluted EPS from continuing operations was $2.68, down from $2.74, reflecting roughly $0.27 of after-tax adjustments, mainly a $0.16 non-cash impairment tied to Bahama Breeze closures, $0.05 of closure and strategic review costs, and a $0.06 income tax benefit. The company raised the low end of its fiscal 2026 adjusted EPS outlook to $10.57–$10.67 (from the prior range, which is not stated in this filing), and now guides to total sales growth of about 9.5%, including roughly 2 points from a 53rd week, and same-restaurant sales growth of about 4.5%. Reported EPS guidance was set at $10.40–$10.50. Capital returns remained significant: Darden repurchased $127 million of stock in the quarter, leaving $516 million under its $1 billion authorization, and declared a quarterly dividend of $1.50 per share payable May 1, 2026. Balance-sheet and cash-flow signals warrant attention. Short-term debt rose to $290 million from zero at fiscal year-end, and nine-month share repurchases ($534 million) and dividends ($522 million) together exceeded operating cash flow of continuing operations ($1.28 billion) after $541 million of capital expenditures. Retained earnings turned to a deficit of $(217) million and total stockholders' equity declined to $2.10 billion from $2.31 billion. Investors will likely focus on whether margin pressure from labor and inflation (guided at about 3.5%) is contained and how the Bahama Breeze exit and Chuy's integration progress.

Mar 19, 2026 8-K

Leadership ChangesShareholder MattersExhibits & Filings

DARDEN RESTAURANTS INC 8-K Report, Financial Results (Dec 18, 2025)

Darden Restaurants (DRI) reported fiscal 2026 second-quarter results for the quarter ended November 23, 2025, showing top-line strength and solid earnings growth despite commodity headwinds. Total sales rose 7.3% to $3.1 billion, driven by a blended same-restaurant sales increase of 4.3% and 30 net new restaurants. Every segment posted positive same-restaurant sales, with LongHorn Steakhouse (+5.9%) and Olive Garden (+4.7%) leading. Reported diluted EPS from continuing operations was $2.03, and adjusted EPS was $2.08, up 2.5% year over year after excluding Chuy's integration costs and closed-restaurant costs. Management also returned capital, repurchasing $222 million of stock and declaring a quarterly dividend of $1.50 per share. The company raised the low end of its fiscal 2026 adjusted EPS outlook to $10.50-$10.70 and guided total sales growth of 8.5%-9.3%, which includes roughly 2 points from a 53rd week. Same-restaurant sales guidance is 3.5%-4.3%, and management expects 65-70 new openings and $750-775 million in capital spending. Management also flagged total inflation of about 3.5%. The guidance includes a gain on the Olive Garden Canada sale of $0.26 per share, which is excluded from adjusted EPS, so investors should focus on the adjusted figure when comparing with prior periods. Balance sheet activity is worth monitoring. Short-term debt rose to $438 million from zero at fiscal year-end, while cash fell to $224 million. Retained earnings turned to a deficit of $(235.7) million, and total stockholders' equity declined to $2.08 billion, reflecting buybacks and dividends that exceeded earnings in the period. Operating cash flow was roughly flat at $663 million for the six months, while capital expenditures rose to $375 million. Investors will likely look for continued traffic-driven growth and margin management as commodity costs remain a headwind.

Dec 18, 2025 8-K

DARDEN RESTAURANTS INC 8-K Report, Executive Changes (Sep 19, 2025)

Darden Restaurants, Inc. (DRI) filed an 8-K on September 19, 2025, reporting on key governance and executive compensation matters. The primary focus for investors is the approval of a significant performance-based stock unit (PSU) award for CEO Ricardo Cardenas. This award, with a target value of $17 million, is tied to the company's total shareholder return (TSR) relative to the S&P 500 over a five-year performance period, vesting in July 2030. This structure aligns executive compensation with long-term shareholder value creation and market performance. The filing also includes results from the company's Annual Shareholder Meeting held on September 17, 2025. Key outcomes include the re-election of all nine directors with strong support, advisory approval of executive compensation, and ratification of KPMG LLP as the independent auditor for fiscal year 2026. Notably, a shareholder proposal requesting disclosure of greenhouse gas emission reduction targets was not approved.

Sep 19, 2025 8-K

Earnings & ResultsLeadership ChangesExhibits & Filings

DARDEN RESTAURANTS INC 8-K Report, Financial Results (Sep 18, 2025)

Darden Restaurants (DRI) reported fiscal 2026 first-quarter results (quarter ended August 24, 2025) that beat expectations on both sales and earnings. Total sales rose 10.4% to $3.04 billion, driven by a 4.7% blended same-restaurant sales increase and contributions from the 103 Chuy's restaurants acquired and 22 net new restaurants. Olive Garden (+5.9%) and LongHorn Steakhouse (+5.5%) led comparable growth, while Fine Dining was roughly flat (-0.2%). Reported diluted EPS from continuing operations was $2.19, but this included a $0.26 gain on the sale of Olive Garden Canada restaurants. Excluding that gain and other one-time items (Chuy's integration costs and closed-restaurant costs), adjusted diluted EPS was $1.97, up 12.6% year over year. Management raised or reaffirmed a fiscal 2026 outlook that includes a 53rd week (about 2 points of sales growth and roughly $0.20 of EPS). Total sales growth is guided to 7.5%-8.5%, same-restaurant sales growth to 2.5%-3.5%, and adjusted diluted EPS from continuing operations to $10.50-$10.70. The board declared a quarterly dividend of $1.50 per share, payable November 3, 2025, and the company repurchased $183 million of stock during the quarter, leaving $865 million under its $1 billion authorization. For investors, the key takeaways are solid underlying traffic-driven comparable growth at the core brands, margin support from the Chuy's acquisition and cost discipline, and continued capital returns. Watch-points include rising restaurant labor and food costs (both grew faster than sales), a meaningful increase in net debt-funded liquidity (short-term debt of $142 million drawn in the quarter), and the Fine Dining segment's flat performance. Note that the EPS guidance is adjusted, and the GAAP-to-adjusted reconciliation is material for the outlook.

Sep 18, 2025 8-K

DARDEN RESTAURANTS INC 8-K Report, Financial Results (Jun 20, 2025)

Darden Restaurants (DRI) reported fiscal 2025 fourth-quarter and full-year results on June 20, 2025, with sales growing 10.6% in Q4 to $3.3 billion and 6.0% for the full year to $12.1 billion. Growth was supported by a blended same-restaurant sales increase of 4.6% in Q4 (Olive Garden +6.9%, LongHorn +6.7%, Fine Dining -3.3%) and the acquisition of 103 Chuy's restaurants. Adjusted diluted EPS from continuing operations rose 12.5% to $2.98 in Q4 and 7.5% to $9.55 for the year, excluding Chuy's transaction costs and restaurant closure charges. Reported Q4 diluted EPS was flat at $2.58 because of a $47.7 million impairment tied to closing 22 underperforming restaurants. Capital return was emphasized. The Board raised the quarterly dividend to $1.50 per share (a 7.1% increase) and authorized a new $1 billion share repurchase program with no expiration, replacing the prior authorization. Only $51 million was repurchased in Q4 and $418 million for the full year. Total debt rose to about $2.1 billion in long-term debt as of May 25, 2025, up from $1.4 billion, to fund the Chuy's acquisition. Fiscal 2026 guidance calls for total sales growth of 7% to 8% (including roughly 2 points from a 53rd week), same-restaurant sales growth of 2% to 3.5%, 60 to 65 new restaurant openings, and diluted EPS from continuing operations of $10.50 to $10.70. The company also disclosed a leadership transition: Olive Garden President Dan Kiernan will retire on August 31, 2025, and John Wilkerson will succeed him effective September 1, 2025. Investors should note the mix shift toward Olive Garden and LongHorn, the weakness in Fine Dining, and the rising debt load alongside the capital return commitments.

Jun 20, 2025 8-K

DARDEN RESTAURANTS INC 8-K Report, Financial Results (Mar 20, 2025)

Darden Restaurants (DRI) reported fiscal Q3 2025 results (quarter ended February 23, 2025) that showed steady top-line growth and modest profit improvement. Total sales rose 6.2% to $3.16 billion, aided by the Chuy's acquisition (103 restaurants) and 40 net new restaurants, while blended same-restaurant sales grew only 0.7%. Olive Garden (+0.6%) was flat-to-slightly-positive, LongHorn Steakhouse (+2.6%) led comps, and Fine Dining (-0.8%) and Other Business (-0.4%) were negative. Reported diluted EPS from continuing operations was $2.74 (up from $2.60), and adjusted EPS, excluding $0.06 of Chuy's transaction and integration costs, was $2.80, up 6.9%. Management stated all segments grew total sales and segment profit margin. The company updated its fiscal 2025 outlook, now guiding to total sales of about $12.1 billion, same-restaurant sales growth of roughly 1.5%, and adjusted diluted EPS of $9.45 to $9.52, excluding about $47 million pre-tax of Chuy's deal-related costs. Reported EPS guidance is $9.12 to $9.19. The outlook includes Chuy's but excludes Ruth's Chris and Chuy's from same-restaurant sales comparisons, since they have not yet been owned for 16 months. The board declared a quarterly dividend of $1.40 per share, payable May 1, 2025, and the company repurchased $53 million of stock in the quarter, leaving $548 million under its $1 billion authorization. Balance sheet and cash flow data show a notable increase in leverage. Long-term debt rose to $2.12 billion from $1.37 billion at fiscal year-end 2024, reflecting $750 million of new long-term debt issuance used partly to fund the Chuy's acquisition ($613.7 million in acquisition cash outflows over nine months). Nine-month operating cash flow of continuing operations was $1.25 billion, against $1.10 billion of investing outflows and $472.6 million of capital expenditures, while dividends paid were $494.6 million. Retained earnings turned to a deficit of $(108.4) million, and total stockholders' equity declined to $2.20 billion.

Mar 20, 2025 8-K

Leadership Changes

DARDEN RESTAURANTS INC 8-K Report, Executive Changes (Jan 28, 2025)

Darden Restaurants, Inc. (DRI) filed an 8-K on January 28, 2025, to report a change in its Board of Directors. Nana Mensah has decided to retire from the Board, with his departure effective January 28, 2025. This retirement is not linked to any disputes or disagreements with the company, its board, or management regarding operations, policies, or practices, indicating a smooth transition. The company expressed gratitude for Mr. Mensah's service.

Jan 28, 2025 8-K

Leadership ChangesExhibits & Filings

DARDEN RESTAURANTS INC 8-K Report, Financial Results (Dec 19, 2024)

Darden Restaurants (DRI) reported fiscal 2025 second-quarter results for the quarter ended November 24, 2024, showing total sales up 6.0% to $2.9 billion, driven by a 2.4% blended same-restaurant sales increase and contributions from 103 Chuy's restaurants and 39 net new restaurants. Reported diluted EPS from continuing operations was $1.82, up from $1.76, while adjusted diluted EPS (excluding $0.21 of Chuy's transaction and integration costs and other items) was $2.03, up 10.3%. Same-restaurant sales were mixed by brand: LongHorn Steakhouse (+7.5%) and Olive Garden (+2.0%) led, while Fine Dining declined 5.8%, largely reflecting Ruth's Chris, which is included only for November. The company updated its fiscal 2025 outlook to include Chuy's operating results, projecting total sales of approximately $12.1 billion, same-restaurant sales growth of about 1.5%, adjusted diluted EPS of $9.40 to $9.60 (excluding roughly $47 million pre-tax of Chuy's transaction and integration costs), and 50 to 55 new restaurant openings. The board declared a quarterly dividend of $1.40 per share, payable February 3, 2025, and the company repurchased $142 million of stock during the quarter, leaving $601 million under its $1 billion authorization. The balance sheet shows significant changes from the Chuy's acquisition and related financing: long-term debt rose to $2.12 billion from $1.37 billion, short-term debt increased to $275 million, goodwill and trademarks grew materially, and stockholders' equity declined to $2.07 billion from $2.24 billion as retained earnings turned into a deficit of $218.9 million. Investors will likely focus on the leverage increase, the integration of Chuy's, and whether the brands can sustain same-restaurant sales momentum in the second half of the fiscal year.

Dec 19, 2024 8-K

DARDEN RESTAURANTS INC 8-K Report, Executive Changes (Dec 9, 2024)

Darden Restaurants, Inc. (DRI) announced a change to its Board of Directors structure on December 9, 2024. The Board has been expanded from nine to ten directors, with the immediate appointment of Daryl A. Kenningham as a new director. Mr. Kenningham has been deemed independent by the Board and meets the criteria of an "audit committee financial expert" as defined by the NYSE. His addition is intended to bring valuable expertise to the company's governance and oversight functions. Mr. Kenningham's appointment will impact the composition of key committees, as he has been assigned to serve on both the Audit Committee and the Compensation Committee. This move suggests a strategic strengthening of these critical areas. Compensation for Mr. Kenningham, as a non-employee director, will align with the Company's existing Director Compensation Program, including an annual cash retainer and a significant equity grant in the form of restricted stock units, prorated for his partial year of service. Board and committee members also receive additional retainers for their service.

Dec 9, 2024 8-K

Other EventsExhibits & Filings

DARDEN RESTAURANTS INC 8-K Report, Corporate Update (Oct 11, 2024)

Darden Restaurants, Inc. (DRI) has officially closed its acquisition of Chuy’s Holdings, Inc. (CHUY) as of October 11, 2024. This strategic move, finalized through a merger where Chuy's becomes an indirect, wholly-owned subsidiary of Darden, signifies a significant expansion for Darden's brand portfolio. The transaction involved paying $37.50 in cash for each share of Chuy's common stock, resulting in an aggregate purchase price of approximately $660 million.

Oct 11, 2024 8-K

DARDEN RESTAURANTS INC 8-K Report, Agreement Terminated (Oct 3, 2024)

Darden Restaurants, Inc. (DRI) announced on October 3, 2024, the successful issuance and sale of $750 million in aggregate principal amount of senior unsecured notes. This offering comprises $400 million of 4.350% Senior Notes due 2027 and $350 million of 4.550% Senior Notes due 2029. The proceeds from this issuance are primarily earmarked to finance the company's pending acquisition of Chuy’s Holdings, Inc., with any remaining funds allocated for general corporate purposes, including working capital, capital expenditures, and potential debt repayment. Notably, the 2029 Notes include a special mandatory redemption provision. Should the Chuy's acquisition not close by a specified date (currently February 17, 2025) or if Darden decides not to proceed with the acquisition, these notes must be redeemed at 101% of their principal amount plus accrued interest. The 2027 Notes do not have this redemption feature. This offering also led to the termination of a previously disclosed $600 million Term Loan Agreement, as no amounts were outstanding under it.

Oct 3, 2024 8-K

DARDEN RESTAURANTS INC 8-K Report, Financial Results (Sep 19, 2024)

Darden Restaurants (DRI) reported fiscal 2025 first quarter results (quarter ended August 25, 2024) that fell short of management's expectations. Total sales rose 1.0% to $2.76 billion, driven by 42 net new restaurants, but blended same-restaurant sales declined 1.1%. Olive Garden same-restaurant sales fell 2.9% and Fine Dining fell 6.0%, while LongHorn Steakhouse grew 3.7%. Reported diluted EPS from continuing operations was $1.74, and adjusted EPS was $1.75, down 1.7% year over year. Management attributed the shortfall to a significant drop in traffic during July, although sales trends had improved since then. Beyond operations, Darden declared a quarterly dividend of $1.40 per share, payable November 1, 2024, and repurchased $172 million of stock, leaving $743 million under its $1 billion authorization. Management reiterated its full fiscal 2025 outlook, including diluted EPS from continuing operations of $9.40 to $9.60, excluding the pending Chuy's acquisition and related costs. Investors should weigh the reiterated guidance against the soft first-quarter results and the July traffic weakness, since the outlook implies a meaningful earnings recovery over the remaining quarters. The balance sheet shows short-term debt rising to $293.9 million from $86.8 million, and cash of $192.5 million was broadly flat. Stockholders' equity declined to $2.14 billion, reflected in the retained earnings deficit, which grew to $(144.5) million, largely due to shareholder returns exceeding earnings. Operating cash flow of continuing operations was $273.2 million, up from $269.1 million a year earlier.

Sep 19, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

DARDEN RESTAURANTS INC 8-K Report, Shareholder Vote Results (Sep 19, 2024)

Darden Restaurants, Inc. (DRI) filed an 8-K on September 19, 2024, detailing the results of its Annual Meeting of Shareholders held on September 18, 2024. The primary focus for investors is the overwhelmingly positive shareholder support for the company's slate of directors and key corporate proposals. All nine nominated directors were re-elected with substantial 'For' votes and minimal 'Withheld' votes, indicating strong confidence in the current leadership. Furthermore, shareholders provided advisory approval for the company's executive compensation and ratified the appointment of KPMG LLP as the independent auditor for the upcoming fiscal year. The company also successfully obtained shareholder approval to amend and restate its 2015 Omnibus Incentive Plan. Conversely, several shareholder proposals, including those related to broiler chicken welfare, group housing for pork, antimicrobial use, and greenhouse gas emissions aligned with the Paris Agreement, did not receive majority support.

Sep 19, 2024 8-K

DARDEN RESTAURANTS INC 8-K Report, Material Agreement (Sep 18, 2024)

Darden Restaurants, Inc. (DRI) announced significant updates to its credit facilities through an 8-K filing on September 18, 2024. The company has amended its existing $1.25 billion revolving credit agreement and entered into a new $600 million, 2-year term loan agreement. These actions primarily involve changes to financial covenants, aiming to provide greater financial flexibility.

Sep 18, 2024 8-K

Earnings & ResultsCorporate ChangesExhibits & Filings

DARDEN RESTAURANTS INC 8-K Report, Material Agreement (Jul 17, 2024)

On July 17, 2024, Darden Restaurants (DRI) entered into a definitive Agreement and Plan of Merger to acquire Chuy's Holdings (CHUY) in an all-cash transaction at $37.50 per share, implying an enterprise value of approximately $605 million. The deal is a cash acquisition with no financing condition, and Darden states it has sufficient liquidity to fund it while continuing to pursue its capital allocation priorities of maintaining and growing restaurants and returning capital to shareholders. The purchase price represents a 10.3x implied multiple of Chuy's latest twelve-month Transaction Adjusted EBITDA (ending March 31, 2024) and a 40% premium to the 60-day volume weighted average price. For Darden, the strategic rationale is diversification into a new dining category: Chuy's is a 101-restaurant, 15-state full-service Tex-Mex concept with over $450 million in trailing revenue and average unit volumes of $4.5 million. Management expects approximately $15 million in pre-tax net synergies by the end of fiscal 2026 and total acquisition and integration expenses of roughly $50 to $55 million pre-tax. The deal is expected to be neutral to fiscal 2025 diluted EPS excluding those expenses and accretive by about $0.12 to $0.15 in fiscal 2027. The transaction carries execution risk that investors should weigh. Closing is subject to a Chuy's stockholder vote, HSR clearance, and customary conditions, with an End Date of February 17, 2025. A 30-day go-shop period runs until August 16, 2024, after which a lower termination fee of about $11.2 million applies to a go-shop superior proposal, while a fee of about $22.4 million applies in other termination scenarios. Because the fee is roughly 3.7% of the equity value implied by the deal, the protections are meaningful but not prohibitive, and the outcome depends on Chuy's stockholder approval and regulatory clearance.

Jul 17, 2024 8-K

DARDEN RESTAURANTS INC 8-K Report, Financial Results (Jun 20, 2024)

Darden Restaurants (DRI) reported fiscal 2024 fourth-quarter and full-year results on June 20, 2024, alongside a 6.9% increase in its quarterly dividend to $1.40 per share and fiscal 2025 guidance. Q4 total sales rose 6.8% to $2.96 billion, supported by the acquisition of 80 Ruth's Chris restaurants and 37 other net new locations, but consolidated same-restaurant sales were flat (0.0%). Olive Garden declined 1.5% while LongHorn Steakhouse grew 4.0%. Adjusted diluted EPS from continuing operations was $2.65, up 2.7% year over year, excluding $0.07 of Ruth's Chris transaction and integration costs. Reported Q4 EPS was $2.58, flat with the prior year. For the full fiscal year, sales grew 8.6% to $11.4 billion, with blended same-restaurant sales up 1.6%. Adjusted EPS was $8.88, up 11.0%, beating the high end of the company's original guidance despite weakening consumer conditions in the back half of the year. Fine Dining, which now includes Ruth's Chris, drove much of the sales growth. Balance sheet changes were significant: long-term debt rose to $1.37 billion from $884.9 million after a $500 million issuance, goodwill and trademarks increased with the acquisition, and cash fell to $194.8 million. Shareholder returns remained substantial, with $628.4 million in dividends paid and $453.9 million in buybacks over the year, and roughly $915 million remaining under the $1 billion repurchase authorization. Fiscal 2025 guidance calls for total sales of $11.8 to $11.9 billion, same-restaurant sales growth of 1.0% to 2.0% (excluding Ruth's Chris, which will not be included until its 16-month ownership period ends in the second quarter of fiscal 2025), 45 to 50 new restaurant openings, and diluted EPS from continuing operations of $9.40 to $9.60. The Board also approved gender-neutral bylaw amendments changing 'Chairman' to 'Chair' and effective immediately, which have no financial impact.

Jun 20, 2024 8-K

Leadership Changes

DARDEN RESTAURANTS INC 8-K Report, Executive Changes (Apr 3, 2024)

Darden Restaurants, Inc. (DRI) announced a key executive appointment effective May 27, 2024, in an 8-K filing dated April 3, 2024. Todd A. Burrowes, previously the President of LongHorn Steakhouse, has been appointed to the new role of President, Business Development. This strategic move signals a potential focus on expansion and growth initiatives within the company. While Mr. Burrowes will transition out of his leadership role at LongHorn Steakhouse, his new position in Business Development is likely to leverage his experience in driving performance and strategy. Investors should monitor future communications for details on the specific objectives and anticipated impact of this new business development function, as it could play a significant role in Darden's future growth trajectory.

Apr 3, 2024 8-K

DARDEN RESTAURANTS INC 8-K Report, Financial Results (Mar 21, 2024)

Darden Restaurants (DRI) reported fiscal Q3 2024 results (quarter ended February 25, 2024) with total sales up 6.8% to $2.97 billion, driven by the acquisition of 79 Ruth's Chris Steak House restaurants and 53 other net new restaurants, partially offset by a blended same-restaurant sales decline of 1.0%. Olive Garden same-restaurant sales fell 1.8% and LongHorn Steakhouse rose 2.3%. Reported diluted EPS from continuing operations was $2.60, and adjusted EPS (excluding $0.02 of Ruth's Chris transaction and integration costs) was $2.62, up 12.0% year over year. Management said the operating environment was tougher than anticipated, though each segment grew sales and profit. The company updated its fiscal 2024 outlook, now calling for total sales of about $11.4 billion, same-restaurant sales growth of 1.5% to 2.0%, and adjusted diluted EPS of $8.80 to $8.90, excluding roughly $0.35 after-tax of Ruth's Chris costs. The Board declared a quarterly dividend of $1.31 per share and authorized a new $1 billion share repurchase program with no expiration, replacing the prior authorization. Only about $33 million of stock was repurchased in the quarter, so the new authorization is a signal of capital return intent rather than immediate activity. Balance sheet changes are notable. Long-term debt rose to $1.37 billion from $884.9 million after a $500 million issuance, and short-term debt of $158.7 million was added. Goodwill and trademarks increased sharply following the Ruth's Chris acquisition, which consumed roughly $700 million of cash in the nine months. Net interest expense more than tripled for the nine months ($103.3 million versus $59.2 million), a key margin headwind to watch alongside rising labor costs (restaurant labor up about 7% in the quarter).

Mar 21, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

DARDEN RESTAURANTS INC 8-K Report, Financial Results (Dec 15, 2023)

Darden Restaurants reported fiscal 2024 second-quarter results (quarter ended November 26, 2023) with total sales up 9.7% to $2.73 billion, driven by a 2.8% blended same-restaurant sales increase and the addition of 78 Ruth's Chris Steak House restaurants and 45 other net new restaurants. Olive Garden (+4.1%) and LongHorn Steakhouse (+4.9%) led comparable sales growth, while Fine Dining (-1.7%) and Other Business (-1.1%) declined. Reported diluted EPS from continuing operations was $1.76, and adjusted EPS, excluding $0.08 of Ruth's Chris transaction and integration costs, was $1.84, up 21.1% year over year. The company raised its fiscal 2024 adjusted EPS outlook to $8.75 to $8.90 (excluding roughly $0.37 after-tax of Ruth's Chris transaction and integration costs), with total sales of approximately $11.5 billion and same-restaurant sales growth of 2.5% to 3.0%. Reported EPS guidance is $8.38 to $8.53. Darden also declared a quarterly dividend of $1.31 per share and repurchased $181 million of stock during the quarter, leaving approximately $328 million under its $1 billion authorization. Balance sheet activity reflects the Ruth's Chris acquisition: goodwill rose to $1.39 billion from $1.04 billion, trademarks rose to $1.15 billion from $806 million, and long-term debt increased to $1.37 billion from $885 million, with $350 million of short-term debt also outstanding. Cash fell to $195.7 million from $367.8 million, and year-to-date acquisition spending was $699.9 million. Investors will likely focus on whether Fine Dining's recovery and integration of Ruth's Chris can support margin expansion and the full-year guidance.

Dec 15, 2023 8-K

DARDEN RESTAURANTS INC 8-K Report, Material Agreement (Oct 24, 2023)

Darden Restaurants, Inc. (DRI) announced on October 24, 2023, the entry into a new $1.25 billion senior unsecured revolving credit facility, replacing its previous agreement. This new Credit Agreement, effective October 23, 2023, matures in five years on October 23, 2028, and provides significant financial flexibility for working capital, capital expenditures, debt refinancing, acquisitions, and general corporate purposes. The facility includes customary covenants, such as limitations on liens and subsidiary debt, and a maximum consolidated total debt to total capitalization ratio of 0.75 to 1.00. Interest rates and fees will be based on prevailing market rates and Darden's credit ratings. The termination of the prior credit agreement, under which no amounts were outstanding, was effective upon the new agreement's commencement, signaling a proactive approach to managing its debt structure and liquidity.

Oct 24, 2023 8-K

DARDEN RESTAURANTS INC 8-K Report, Agreement Terminated (Oct 10, 2023)

Darden Restaurants, Inc. (DRI) announced on October 10, 2023, the successful issuance and sale of $500 million in aggregate principal amount of 6.300% Senior Notes due 2033. The company utilized the net proceeds from this offering, combined with cash on hand, to fully repay its $600 million 3-year Term Loan. This Term Loan was originally incurred to finance a portion of the acquisition of Ruth's Hospitality Group, Inc. The repayment effectively terminates the Term Loan and cancels all related commitments. This debt refinancing strategy demonstrates Darden's proactive approach to managing its capital structure. By issuing long-term debt at a fixed rate, the company likely secured more favorable borrowing costs compared to the floating rate on the repaid Term Loan, while also extending its debt maturity profile. The net proceeds not used for the Term Loan repayment are allocated for general corporate purposes, including working capital, capital expenditures, and potential acquisitions, providing financial flexibility for future growth initiatives.

Oct 10, 2023 8-K

Earnings & ResultsOther EventsExhibits & Filings

DARDEN RESTAURANTS INC 8-K Report, Shareholder Vote Results (Sep 21, 2023)

This Form 8-K filing from Darden Restaurants, Inc. (DRI) reports the outcomes of its Annual Meeting of Shareholders held on September 20, 2023. The key takeaway for investors is the overwhelming support for the company's slate of directors and its executive compensation plan. All nine director nominees were elected with substantial "For" votes, indicating shareholder confidence in the current leadership. Additionally, the advisory "say-on-pay" vote received strong approval, reinforcing the alignment between management and shareholders regarding compensation strategies. The filing also provides clarity on the frequency of future executive compensation votes, with shareholders overwhelmingly favoring an annual vote. Furthermore, the appointment of KPMG LLP as the independent auditor for the upcoming fiscal year was ratified with significant support. However, investors should note that two shareholder proposals, one concerning greenhouse gas reduction targets and another regarding a report on reproductive healthcare policy risks, did not receive majority approval, suggesting a divergence in opinion on these specific ESG-related matters compared to the company's overall direction.

Sep 21, 2023 8-K

DARDEN RESTAURANTS INC 8-K Report, Financial Results (Sep 21, 2023)

Darden Restaurants (DRI) reported fiscal 2024 first-quarter results for the period ended August 27, 2023, showing strong top-line and earnings growth. Total sales rose 11.6% to $2.73 billion, driven by blended same-restaurant sales growth of 5.0%, a contribution from the acquisition of 77 Ruth's Chris Steak House restaurants, and 46 other net new restaurants. Olive Garden (+6.1%) and LongHorn Steakhouse (+8.1%) led comparable growth, while the Fine Dining segment, excluding the newly acquired Ruth's Chris comparisons, posted a same-restaurant sales decline of 2.8%. Profitability was mixed on a GAAP basis but solid on an adjusted basis. Reported diluted EPS from continuing operations was $1.60, up from $1.56, while adjusted diluted EPS, which excludes $0.18 of Ruth's Chris transaction and integration costs, was $1.78, up 14.1%. General and administrative expenses rose sharply to $153.3 million from $88.3 million, reflecting acquisition-related costs, and interest expense nearly doubled to $29.7 million as the company took on new debt to fund the Ruth's Chris deal. Management reiterated its full fiscal 2024 outlook, including adjusted diluted EPS of $8.55 to $8.85, and declared a quarterly dividend of $1.31 per share. Capital allocation and the balance sheet changed meaningfully during the quarter. Darden repurchased about $143 million of stock, leaving roughly $509 million under its $1 billion authorization, and paid $158.5 million in dividends. Cash used in acquisitions was $699.9 million, funded in part by $600 million of new long-term debt, which lifted long-term debt to $1.48 billion from $884.9 million. Cash and equivalents fell to $192.1 million from $367.8 million. The filing also announced that independent director Cynthia (Cindie) Jamison was elected Board Chair, succeeding Eugene Lee, Jr., who retired.

Sep 21, 2023 8-K

Earnings & ResultsLeadership ChangesExhibits & Filings

DARDEN RESTAURANTS INC 8-K Report, Financial Results (Jun 22, 2023)

Darden Restaurants (DRI) reported strong fiscal 2023 results for the year ended May 28, 2023, with total sales up 8.9% to $10.5 billion, a blended same-restaurant sales increase of 6.8%, and diluted EPS up 8.1% to $8.00. Fourth-quarter performance was also solid: sales rose 6.4% to $2.8 billion, with a 4.0% same-restaurant sales gain and diluted EPS up 15.2% to $2.58. Olive Garden and LongHorn Steakhouse drove the growth, while Fine Dining was the notable laggard in Q4, with same-restaurant sales down 1.9%. Management guided fiscal 2024 to total sales of $11.5 to $11.6 billion, same-restaurant sales growth of 2.5% to 3.5%, and adjusted diluted EPS from continuing operations of $8.55 to $8.85. That outlook includes Ruth's Chris operating results but excludes roughly $55 million in pre-tax transaction and integration costs, and the adjusted EPS excludes about $0.34 per share of after-tax Ruth's Chris integration expenses. The Board also raised the quarterly dividend 8% to $1.31 per share, and the company returned more than $1 billion to shareholders through dividends and buybacks in fiscal 2023, with about $652 million remaining on its $1 billion repurchase authorization. Governance news is also disclosed: Chairman Eugene I. Lee, Jr. will not stand for re-election and will retire at the September 20, 2023 annual meeting, with no disagreement with the company cited as the reason. The Board will shrink to nine directors following his departure. Investors should weigh the strong top-line and earnings momentum against the fiscal 2024 integration costs from the Ruth's Chris acquisition and the leadership transition.

Jun 22, 2023 8-K

Acquisitions & DispositionsFinancial EventsOther Events+1

DARDEN RESTAURANTS INC 8-K Report, Acquisition Completed (Jun 14, 2023)

On June 14, 2023, Darden Restaurants (NYSE: DRI) completed its acquisition of Ruth's Hospitality Group (Ruth's Chris Steak House) via a cash tender offer at $21.50 per share, followed by a second-step merger under DGCL Section 251(h) that did not require a Ruth's stockholder vote. The tender offer expired June 13, 2023 without extension, with 22,853,263 shares validly tendered, representing approximately 71.2% of outstanding shares, which exceeded the majority threshold. The aggregate purchase consideration was approximately $715 million, including amounts paid to holders of Ruth's equity awards (RSAs, RSUs, PSUs and DSUs). Darden funded the transaction with $600 million of borrowings under a 3-year senior unsecured Term Loan Credit Agreement with Bank of America, N.A. (entered May 31, 2023), along with Ruth's cash and Darden's cash on hand. Ruth's is now an indirect, wholly owned subsidiary of Darden, and its shares are being delisted from Nasdaq with its SEC reporting registration to be terminated. For investors, the deal adds a premium steakhouse brand with 155 locations globally (81 company-operated and 74 franchised) to Darden's portfolio, which already includes Olive Garden, LongHorn Steakhouse and Yard House. The new term debt modestly increases Darden's leverage, but the filing does not disclose expected synergies, revenue contribution, or post-closing financial impact.

Jun 14, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

DARDEN RESTAURANTS INC 8-K Report, Material Agreement (Jun 1, 2023)

Darden Restaurants, Inc. (DRI) has filed an 8-K detailing significant updates to its credit facilities, primarily related to its revolving credit agreement and the establishment of a new term loan. Effective May 31, 2023, DRI amended its existing $1 billion revolving credit facility to transition from LIBOR-based interest rates to a Term SOFR-based interest rate. This proactive change aligns the company with evolving industry standards ahead of LIBOR's cessation and ensures continued access to this important financing source with no other material changes to its terms. Furthermore, on the same date, Darden entered into a new $600 million senior unsecured 3-year Term Loan Credit Agreement. This new facility is slated to be used to finance the anticipated acquisition of Ruth's Hospitality Group, Inc., as previously announced, and related expenses. The terms of the Term Loan Agreement are largely consistent with the amended revolving credit facility, including a Term SOFR-based interest rate and customary covenants. These financing actions demonstrate Darden's strategic financial maneuvering to support its growth initiatives, particularly the significant acquisition of Ruth's Hospitality Group.

Jun 1, 2023 8-K

DARDEN RESTAURANTS INC 8-K Report, Material Agreement (May 3, 2023)

Darden Restaurants (NYSE: DRI) has agreed to acquire Ruth's Hospitality Group (Nasdaq: RUTH), owner of Ruth's Chris Steak House, in an all-cash deal valued at approximately $715 million equity value. Under the Agreement and Plan of Merger signed May 2, 2023, Darden's subsidiary Ruby Acquisition Corporation will launch a tender offer at $21.50 per share, followed by a second-step merger under Delaware Section 251(h) if the offer succeeds. The price represents a 34% premium to Ruth's May 2 closing price and a 32% premium to its 30-day VWAP, and implies a 9.4x multiple of Ruth's fiscal 2022 Transaction Adjusted EBITDA. Darden states it has sufficient liquidity to fund the deal without new financing. The transaction is structured to close quickly. The tender offer must remain open for at least 20 business days and is conditioned on a Minimum Condition of more than 50% of outstanding shares, HSR antitrust clearance, and customary conditions. The Minimum Condition cannot be waived without Ruth's consent. Ruth's has agreed to suspend its regular quarterly dividend and operate in the ordinary course, and its directors, executive officers and certain stockholders holding about 4.4% of shares have signed a tender and support agreement. Ruth's accepted a no-shop clause with a $23.9 million termination fee payable in specified circumstances, including a superior proposal. Darden expects the deal to close in June 2023. For Darden, the acquisition adds a fine-dining steakhouse brand to a portfolio that already includes Olive Garden, LongHorn Steakhouse and The Capital Grille. Management expects $5-10 million in pre-tax synergies in year one and $15-20 million in year two, with acquisition and integration expenses of roughly $55-60 million. The deal is expected to be accretive to diluted EPS in fiscal 2024 by about $0.10-0.12, excluding those expenses. Investors should weigh the modest scale of the transaction against Darden's size and the execution risk of integrating a brand with a different operating profile.

May 3, 2023 8-K

DARDEN RESTAURANTS INC 8-K Report, Financial Results (Mar 23, 2023)

Darden Restaurants (DRI) reported fiscal 2023 third-quarter results (quarter ended February 26, 2023) that were strong on the top line and earnings. Total sales rose 13.8% to $2.79 billion, driven by a blended same-restaurant sales increase of 11.7% and 35 net new restaurants. Management highlighted that same-restaurant traffic outperformed the industry, and that Olive Garden (+12.3%) and LongHorn Steakhouse (+10.8%) both posted double-digit comparable growth. Diluted EPS rose 21.2% to $2.34, and the company repurchased $124 million of stock during the quarter. The company also raised parts of its fiscal 2023 outlook, guiding to total sales of $10.45–$10.5 billion, same-restaurant sales growth of 6.5%–7%, and diluted EPS from continuing operations of $7.85–$8.00. Management expects total inflation of 7%–7.5% and about 55 new restaurant openings, with capital spending of $550–$575 million. The board declared a quarterly dividend of $1.21 per share, payable May 1, 2023. The balance sheet shows some tightening: cash fell to $275.3 million from $420.6 million at fiscal year-end, while long-term debt was roughly flat at $880.9 million. Nine-month operating cash flow of $1.14 billion covered capex of about $410 million and dividends of $443 million, but buybacks of $424 million were funded partly from cash on hand. G&A expense rose sharply in the quarter to $107.0 million from $83.3 million, a notable cost pressure point. Investors should weigh strong sales momentum against rising labor, food, and overhead costs and a lower remaining buyback authorization of about $687 million.

Mar 23, 2023 8-K

DARDEN RESTAURANTS INC 8-K Report, Financial Results (Dec 16, 2022)

Darden Restaurants reported fiscal 2023 second-quarter results (quarter ended November 27, 2022) with total sales up 9.4% to $2.49 billion, driven by a blended same-restaurant sales increase of 7.3% and 35 net new restaurants. Every brand posted positive same-restaurant sales growth, and management noted that trailing 52-week sales surpassed $10 billion for the first time in company history. Diluted EPS rose 2.7% to $1.52, but that headline growth masks weaker profitability. Earnings from continuing operations fell about 3% to $187.5 million, and operating income declined about 4% to $233.2 million. Food and beverage costs rose roughly 18% year over year, far faster than sales, and interest expense increased. EPS grew because diluted shares fell about 6% to 123.1 million, reflecting buybacks. Segment results were mixed. Olive Garden sales grew 9.2% and LongHorn grew 9.7%, but Olive Garden segment profit fell to $218.9 million from $235.1 million, and Fine Dining segment profit slipped to $38.9 million. Balance sheet liquidity tightened: cash fell to $240.7 million from $420.6 million at fiscal year-end, Darden drew $58 million of short-term debt, and it repurchased $100 million of stock during the quarter, leaving about $811 million under its $1 billion authorization. Management raised or narrowed its fiscal 2023 outlook, guiding to total sales of $10.3 to $10.45 billion, same-restaurant sales growth of 5% to 6.5%, and diluted EPS from continuing operations of $7.60 to $8.00, while flagging total inflation of about 7%. The quarterly dividend was declared at $1.21 per share, payable February 1, 2023.

Dec 16, 2022 8-K

DARDEN RESTAURANTS INC 8-K Report, Financial Results (Sep 22, 2022)

Darden Restaurants (DRI) reported fiscal 2023 first-quarter results (quarter ended August 28, 2022) showing top-line strength but margin pressure. Total sales rose 6.1% to $2.45 billion, driven by a blended same-restaurant sales increase of 4.2% and 34 net new restaurants. Olive Garden same-restaurant sales grew 2.3%, LongHorn Steakhouse 4.2%, and Fine Dining and Other Business 7.6% each. However, diluted EPS from continuing operations fell to $1.56 from $1.76 a year earlier, a roughly 11% decline, as food and beverage costs rose sharply (about 16% year over year) and restaurant labor grew about 8%. Olive Garden segment profit fell from $253.3 million to $216.1 million, reflecting the inflationary cost environment the company cited. Management reaffirmed all fiscal 2023 guidance, including total sales of $10.2 to $10.4 billion, same-restaurant sales growth of 4% to 6%, and diluted EPS from continuing operations of $7.40 to $8.00. The company also declared a quarterly dividend of $1.21 per share, payable November 1, 2022, and repurchased about $199 million of stock during the quarter, leaving roughly $912 million under its $1 billion authorization. Capital returns remained substantial, with dividends paid of $148.5 million in the quarter. For investors, the key tension is between solid demand and cost inflation. Revenue momentum and a reaffirmed full-year outlook are positives, but a roughly 6% total inflation assumption and the shrinking margin profile mean earnings growth depends on pricing and cost management over the remainder of the year. Balance sheet metrics also merit attention: cash fell to $377.5 million and stockholders' equity declined to $2.06 billion, partly reflecting buybacks and dividends exceeding earnings in the period.

Sep 22, 2022 8-K

DARDEN RESTAURANTS INC 8-K Report, Shareholder Vote Results (Sep 22, 2022)

Darden Restaurants Inc. (DRI) held its Annual Meeting of Shareholders on September 21, 2022. The primary outcomes reported in this 8-K filing relate to the voting results on key governance matters. Shareholders overwhelmingly re-elected all 10 nominated directors to serve until the next annual meeting. Additionally, advisory approval was granted for the company's executive compensation, indicating shareholder confidence in the compensation practices. Furthermore, the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending May 28, 2023, was ratified by shareholders with a significant majority. These results suggest strong shareholder alignment on board composition, executive compensation, and auditor oversight.

Sep 22, 2022 8-K

Earnings & ResultsLeadership ChangesExhibits & Filings

DARDEN RESTAURANTS INC 8-K Report, Financial Results (Jun 23, 2022)

Darden Restaurants reported strong fiscal 2022 fourth-quarter and full-year results for the period ended May 29, 2022. Q4 total sales rose 14.2% to $2.60 billion, driven by an 11.7% blended same-restaurant sales increase and 33 net new restaurants. Reported diluted EPS was $2.24, down from $2.79 a year earlier, but that prior-year figure included a one-time $99.7 million tax benefit. Against prior-year adjusted EPS of $2.03, Q4 EPS grew about 10%. For the full year, sales rose 33.8% to $9.63 billion and reported diluted EPS was $7.40, versus $4.80 in fiscal 2021 and an adjusted $4.31. Management highlighted that pricing below inflation helped the company end the year with better margins than pre-COVID levels. Capital return was a major theme. The Board raised the quarterly dividend 10% to $1.21 per share and authorized a new $1 billion share repurchase program with no expiration, replacing the prior authorization. Darden bought back about $237 million of stock in Q4 and $1.07 billion in fiscal 2022 per the cash flow statement. Cash and equivalents fell to $420.6 million from $1.21 billion, reflecting these distributions alongside capital spending of $377 million. Fiscal 2023 guidance calls for total sales of $10.2 to $10.4 billion, same-restaurant sales growth of 4% to 6%, 55 to 60 new restaurant openings, capital spending of $500 to $550 million, and diluted EPS from continuing operations of $7.40 to $8.00 on about 124 million diluted shares. Management expects total inflation of roughly 6%, and the effective tax rate is projected at about 13.5%. The outlook implies flat-to-modest EPS growth at the midpoint versus fiscal 2022 reported EPS, so investors will focus on whether margins can hold as inflation persists.

Jun 23, 2022 8-K

DARDEN RESTAURANTS INC 8-K Report, Financial Results (Mar 24, 2022)

Darden Restaurants (DRI) reported fiscal 2022 third-quarter results for the quarter ended February 27, 2022, showing a sharp year-over-year rebound from pandemic-era disruption. Total sales rose 41.3% to $2.45 billion, driven by a blended same-restaurant sales increase of 38.1% and 33 net new restaurants. Diluted EPS from continuing operations was $1.93 versus $0.98 a year earlier, net earnings from continuing operations were $247 million, and EBITDA was $395 million. Management noted that the quarter was volatile: record sales in December were followed by a significant Omicron-driven hit to guest demand, staffing and operating expenses in January, with a recovery in February. Capital returns and guidance were also central. Darden declared a quarterly dividend of $1.10 per share (payable May 2, 2022) and repurchased $382 million of stock during the quarter, leaving $379 million under its authorization. The company raised or updated its fiscal 2022 outlook, now calling for total sales of $9.55 to $9.62 billion, EBITDA of $1.53 to $1.55 billion, and diluted EPS from continuing operations of $7.30 to $7.45, all assuming no significant COVID-19 business interruptions. The filing also discloses a leadership transition: Ricardo Cardenas becomes President and CEO effective May 30, 2022, with a $1.0 million base salary, a 150% target bonus, and a $5.0 million target annual equity grant. Eugene I. Lee, Jr. moves to Executive Chairman with a $650,000 base salary and no fiscal 2023 annual bonus or long-term equity grant, and is expected to become non-executive Board Chairman after the 2022 annual meeting. Investors should note that the balance sheet shows cash falling to $555 million from $1.21 billion at fiscal year-end 2021, reflecting heavy buybacks and dividends, while total debt is modest at roughly $916 million long-term.

Mar 24, 2022 8-K

Leadership Changes

DARDEN RESTAURANTS INC 8-K Report, Executive Changes (Mar 22, 2022)

Darden Restaurants (NYSE: DRI) filed a brief Form 8-K on March 22, 2022 disclosing a board change. The Board expanded its size from eight to nine directors and appointed Juliana L. Chugg, effective immediately. Ms. Chugg was also named to the Audit Committee and the Nominating and Governance Committee. The Board determined she is independent under NYSE rules and financially literate, and the filing states there were no arrangements, related-party transactions, or other relationships requiring disclosure. The filing contains no financial results, guidance, or material operating developments. Its investor relevance is limited to governance: a new independent director with consumer-brand experience joins the Board and an audit-committee seat is added. Ms. Chugg's background includes serving as Chief Brand Officer at Mattel (2015 to 2018), where she oversaw roughly $6 billion in global revenue across brands such as Barbie and Hot Wheels, and prior senior roles at General Mills. She also sits on the boards of VF Corporation and Pressed Juicery. Compensation for Ms. Chugg follows the Director Compensation Program amended in September 2021: a $95,000 annual cash retainer and an annual equity grant of RSUs with a $160,000 grant-date fair value. Audit Committee members receive an additional $15,000 and Nominating and Governance Committee members an additional $10,000. Her 2022 amounts will be prorated for partial-year service. Individually, these figures are immaterial to Darden's overall cost structure.

Mar 22, 2022 8-K

Leadership ChangesExhibits & Filings

DARDEN RESTAURANTS INC 8-K Report, Financial Results (Dec 17, 2021)

Darden Restaurants (DRI) reported fiscal 2022 second-quarter results (quarter ended November 28, 2021) that reflect a strong post-pandemic recovery. Total sales rose 37% year over year to $2.27 billion, driven by a blended same-restaurant sales increase of 34.4% and 34 net new restaurants. Diluted EPS from continuing operations was $1.48, versus $0.74 a year earlier, on net earnings from continuing operations of $193 million and EBITDA of $335 million. Results were lifted by strength across all segments, with Fine Dining (+61.6% same-restaurant sales) and Other Business (+42.9%) leading, and Olive Garden (+29.3%) and LongHorn Steakhouse (+31.2%) also growing strongly. Note that the comparisons are against a COVID-depressed prior-year quarter, so the year-over-year growth rates overstate underlying momentum; the company also framed sales growth against pre-COVID levels (9% to 11% growth versus Q3 fiscal 2020 on a full-year basis). Management raised its fiscal 2022 outlook, now guiding to total sales of $9.55 to $9.70 billion, same-restaurant sales of 29% to 31% versus fiscal 2021, EBITDA of $1.55 to $1.60 billion, and diluted EPS from continuing operations of $7.35 to $7.60, assuming no significant COVID-19 business interruptions. The company also highlighted capital returns: it repurchased $266 million of stock during the quarter, has $761 million remaining under its authorization, and declared a quarterly dividend of $1.10 per share payable February 1, 2022. Management also accelerated a commitment to raise minimum hourly earnings for restaurant team members to $12 (including tips) effective January 1, 2022, which is a meaningful labor-cost consideration for margins going forward. Investors should weigh the strong top-line recovery and raised guidance against rising labor and inflation pressures (total inflation guided at approximately 5.5%) and a cash balance that declined from $1.21 billion to $746 million over the first half.

Dec 17, 2021 8-K

DARDEN RESTAURANTS INC 8-K Report, Executive Changes (Dec 17, 2021)

Darden Restaurants (DRI) disclosed in this Form 8-K, filed December 17, 2021, that Chairman and CEO Eugene (Gene) I. Lee, Jr. will retire as CEO effective May 29, 2022. Lee will remain Executive Chairman until the 2022 Annual Meeting of Shareholders, then is expected to stand for re-election to the Board and serve as non-executive Chairman. The Board unanimously selected President and Chief Operating Officer Ricardo (Rick) Cardenas, 53, to succeed him as CEO beginning May 30, 2022. Cardenas will also join the Board at that time, which will expand to nine directors. Cardenas is an internal successor with deep operating and financial experience at the company. He joined Darden as an hourly team member in 1984, served as Chief Financial Officer from 2016, and became President and COO in January 2021. The Board's lead independent director highlighted that during Lee's roughly seven-year tenure, revenue grew by more than $2 billion, market capitalization rose about threefold to nearly $20 billion, and total shareholder returns were 1.5x the S&P 500. The filing and press release present this as a planned, orderly transition with a long runway of about five months before the effective date. For investors, the key takeaways are continuity and a planned handoff rather than a strategic change. The filing contains no financial results, guidance, or changes to strategy. The main considerations are execution risk during the transition and whether a CFO-background CEO will maintain the company's operating performance and capital allocation discipline. The filing itself does not address these points, so investors should look to subsequent earnings calls and filings for more detail.

Dec 17, 2021 8-K

DARDEN RESTAURANTS INC 8-K Report, Financial Results (Sep 23, 2021)

Darden Restaurants (DRI) reported fiscal 2022 first-quarter results for the quarter ended August 29, 2021, showing a sharp recovery from the COVID-19 disruption of the prior year. Total sales rose 51% year over year to $2.31 billion, driven by a blended same-restaurant sales increase of 47.5% and 34 net new restaurants. Reported diluted EPS from continuing operations was $1.76, versus $0.28 a year earlier (and $0.56 on an adjusted basis in the prior-year quarter), and EBITDA reached $370 million. Comparisons are flattered by the easy prior-year base, so the more meaningful read is against pre-pandemic levels, where management guided to 7%–9% total sales growth for fiscal 2022. The company raised its fiscal 2022 outlook, now calling for total sales of $9.4–$9.6 billion, same-restaurant sales growth of 27%–30% versus fiscal 2021, and diluted EPS from continuing operations of $7.25–$7.60, with EBITDA of $1.54–$1.60 billion. Management also expects roughly 35–40 new restaurant openings and total inflation of about 4%, a cost pressure that investors will want to monitor against pricing and margin trends. Capital return was a major focus. Darden repurchased about $186 million of stock in the quarter, declared a quarterly dividend of $1.10 per share, and the board authorized an additional $750 million buyback, bringing total remaining authorization to roughly $1 billion. Cash fell to $947.8 million from $1,214.7 million at fiscal year-end, reflecting buybacks, dividends of $143.5 million, and a $168 million working capital and other outflow, while total debt remained modest at about $937 million in long-term debt.

Sep 23, 2021 8-K

Material AgreementsFinancial EventsExhibits & Filings

DARDEN RESTAURANTS INC 8-K Report, Shareholder Vote Results (Sep 23, 2021)

Darden Restaurants, Inc. (DRI) held its Annual Meeting of Shareholders on September 22, 2021, with the results certified and filed on September 23, 2021. The primary focus of this 8-K filing is the outcome of shareholder votes on key corporate governance matters. All eight director nominees were overwhelmingly elected, indicating strong shareholder confidence in the current board's leadership and oversight. Additionally, shareholders provided advisory approval for the company's executive compensation, signaling general agreement with the compensation structures in place.

Sep 23, 2021 8-K

DARDEN RESTAURANTS INC 8-K Report, Material Agreement (Sep 13, 2021)

Darden Restaurants, Inc. (DRI) has entered into a new $1,000,000,000 senior unsecured revolving credit facility, replacing its previous $750,000,000 agreement. This new facility, effective September 10, 2021, matures on September 10, 2026, and offers enhanced financial flexibility. It can be utilized for working capital, capital expenditures, refinancing existing debt, strategic acquisitions, and general corporate purposes, demonstrating the company's proactive approach to managing its capital structure and supporting future growth initiatives.

Sep 13, 2021 8-K

DARDEN RESTAURANTS INC 8-K Report, Financial Results (Jun 24, 2021)

Darden Restaurants reported fiscal 2021 fourth-quarter and full-year results for the period ended May 30, 2021, a quarter heavily shaped by the post-pandemic reopening. Q4 sales rose 79.5% to $2.28 billion on a blended same-restaurant sales increase of 90.4% versus Q4 fiscal 2020, which was depressed by COVID-19. Against the pre-pandemic fiscal 2019 base, blended same-restaurant sales were roughly flat at (0.5)%, with Olive Garden at (1.5)% and LongHorn Steakhouse up 13.5%. Reported diluted EPS was $2.79 versus a loss of $3.85 a year earlier, and adjusted diluted EPS was $2.03 after excluding a non-recurring $0.76 tax benefit tied to a federal NOL carryback. For the full year, sales fell 7.8% to $7.20 billion, reported diluted EPS was $4.80, and adjusted diluted EPS was $4.31, which also excludes $0.27 of corporate restructuring charges. Balance-sheet and capital-return signals were strong. Operating cash flow from continuing operations was $1.19 billion for the year, cash rose to $1.21 billion, the term loan was repaid, and the quarterly dividend was raised 25% to $1.10 per share, reinstating the pre-COVID payout. About $463.5 million remained under the $500 million buyback authorization at year-end. Management's fiscal 2022 outlook calls for total sales of $9.2 to $9.5 billion, same-restaurant sales growth of 25% to 29% versus fiscal 2021, EBITDA of $1.50 to $1.59 billion, and diluted EPS from continuing operations of $7.00 to $7.50. Investors should note that the outlook assumes no significant COVID-related disruptions, and that much of the reported Q4 and full-year improvement reflects a easy comparison against pandemic-affected periods rather than underlying growth.

Jun 24, 2021 8-K

Earnings & ResultsLeadership ChangesOther Events+1

DARDEN RESTAURANTS INC 8-K Report, Financial Results (Mar 25, 2021)

Darden Restaurants (DRI) reported fiscal 2021 third-quarter results (quarter ended February 28, 2021) that reflected the continued severe impact of COVID-19 dining restrictions. Total sales fell 26.1% year over year to $1.73 billion, driven by blended same-restaurant sales of -26.7%, partially offset by 10 net new restaurants. Diluted EPS from continuing operations was $0.98 versus $1.90 a year earlier, and net earnings from continuing operations were $129 million. EBITDA was $236 million. Olive Garden (-25.4% sales) and LongHorn Steakhouse (-11.0%) were more resilient than Fine Dining (-44.6%) and Other Business (-36.8%). Year-to-date sales declined 24.8% to $4.92 billion, while year-to-date diluted EPS from continuing operations was $2.00 versus $3.48. The release points to a recovery trajectory. Same-restaurant sales improved sharply through March, with the week ended March 21, 2021 showing Darden-wide sales up 5.4% versus fiscal 2019 levels, and LongHorn up 23.2%. The share of restaurants with at least limited dining room capacity rose to 99%. Management guided fiscal Q4 2021 to roughly $2.1 billion in sales, EBITDA of $345 to $360 million, and diluted EPS from continuing operations of $1.60 to $1.70, and expects 33 net new restaurants and $285 to $295 million in full-year capital spending. Capital allocation and labor investments were the other key items. The company declared a quarterly dividend of $0.88 per share, payable May 3, 2021, and authorized a new $500 million share repurchase program with no expiration that replaces the prior authorization. Management also disclosed about $200 million in team member investments since March 2020, a roughly $17 million one-time hourly bonus, and a minimum hourly wage of $10 (including tips) effective immediately, rising to $11 in January 2022 and $12 in January 2023. Balance sheet liquidity is solid, with cash of $994 million and no short-term debt outstanding at quarter end, down from $270 million at fiscal year-end 2020.

Mar 25, 2021 8-K

DARDEN RESTAURANTS INC 8-K Report, Financial Results (Dec 18, 2020)

Darden Restaurants (DRI) reported fiscal Q2 2021 results (quarter ended November 29, 2020) that reflected the severe impact of COVID-19 dining room restrictions. Total sales fell 19.4% year over year to $1.66 billion, driven by blended same-restaurant sales of -20.6%, partially offset by 19 net new restaurants. Reported diluted EPS from continuing operations was $0.74 versus $0.21 a year earlier, but that comparison is flattered by a prior-year $147.1 million pension settlement charge; against last year's adjusted EPS of $1.12, earnings were roughly flat-to-down. EBITDA was $206 million. Management highlighted that the company remained profitable despite the sales decline, aided by lower marketing spend and cost discipline, and the board declared a quarterly dividend of $0.37 per share payable February 1, 2021. The outlook for fiscal Q3 2021 is deliberately wide, reflecting uncertainty around capacity limits and dining room closures. Management expects sales of 65% to 70% of prior year, EBITDA of $170 to $210 million, and diluted EPS from continuing operations of $0.50 to $0.75 on roughly 132 million diluted shares. Full-year guidance for 35 to 40 net new restaurants and $250 to $300 million in capital spending was reiterated. Trends were deteriorating into mid-December, with Darden's same-restaurant sales falling to -36.9% for the week ended December 13, 2020, and the percentage of restaurants open with at least limited dining room capacity declining to 75.4%. Leadership changes take effect January 4, 2021. CEO Gene Lee becomes Chairman, combining the Chairman and CEO roles, while Charles Sonsteby becomes Lead Independent Director. CFO Ricardo Cardenas becomes President and COO, and Rajesh Vennam becomes CFO. Investors will weigh the consolidation of Chairman and CEO roles against the governance safeguard of a newly defined Lead Independent Director position, along with the new compensation arrangements for the executives, which include a $775,000 base salary and $1.75 million target equity grant for Cardenas.

Dec 18, 2020 8-K

DARDEN RESTAURANTS INC 8-K Report, Financial Results (Sep 24, 2020)

Darden Restaurants (DRI) reported fiscal 2021 first-quarter results (quarter ended August 30, 2020) that reflected a severe but better-than-feared COVID-19 impact. Total sales fell 28.4% to $1.53 billion on blended same-restaurant sales of -29.0%, partly offset by 14 net new restaurants. Reported diluted EPS from continuing operations was $0.28 versus $1.38 a year earlier; excluding $0.28 of corporate restructuring costs, adjusted EPS was $0.56. Adjusted EBITDA was $185 million (about $184.5 million per the reconciliation), down from $287.7 million. Olive Garden, LongHorn and Fine Dining all posted declines, with Fine Dining (-39.1% same-restaurant sales) and Other Business (-39.0%) the weakest, and LongHorn (-18.1%) the most resilient. Balance sheet and capital allocation were the main positives. Darden fully repaid its $270 million term loan on August 10, 2020, and reported $655 million of cash plus $750 million of undrawn credit facility, for about $1.4 billion of liquidity. The Board reinstated the quarterly dividend at $0.30 per share, payable November 2, 2020 to holders of record on October 9, 2020. Management reiterated its full-year plan for 35-40 net new restaurants and $250-300 million of capital spending. For fiscal Q2 2021, Darden guided to total sales of roughly 82% of the prior-year level, EBITDA of $200-215 million, and diluted EPS from continuing operations of $0.65-0.75 on about 131 million diluted shares. The guidance implies a sharp sequential recovery in earnings, though it remains dependent on COVID-19 dining-room restrictions and consumer demand. Restructuring costs of about $47.8 million pre-tax (roughly $38 million cash, mostly severance paid over 18 months) are a near-term cash drag. Note that this filing is an Item 2.02 disclosure furnished under Exhibit 99.1, so the results are not deemed 'filed' for Section 18 liability purposes.

Sep 24, 2020 8-K