8-KEarnings & ResultsMaterial AgreementsExhibits & Filings

DARDEN RESTAURANTS INC 8-K Report, Material Agreement (Jun 21, 2005)

Filed June 21, 2005For Securities:DRI

Summary

This Form 8-K filing from Darden Restaurants, Inc. (DRI), dated June 21, 2005, primarily announces updates to its 2002 Stock Incentive Plan. The company's Compensation Committee approved amendments to various award agreements, including Non-Qualified Stock Option, Restricted Stock, Restricted Stock Units, and Darden Stock Units. Key changes involve updated change of control provisions across these agreements and the addition of a share deposit feature to the Restricted Stock Award Agreement. Additionally, the filing references a press release issued on June 20, 2005, detailing the company's annual and fourth-quarter diluted net earnings per share, although the specific financial results are not detailed within the 8-K text itself.

Key Highlights

  • 1Darden Restaurants, Inc. amended its 2002 Stock Incentive Plan award agreements on June 16, 2005.
  • 2Amendments were made to Non-Qualified Stock Option, Restricted Stock, Restricted Stock Units, and Darden Stock Units award agreements.
  • 3Updated change of control provisions are incorporated into the amended award agreements.
  • 4A new share deposit feature has been added to the Restricted Stock Award Agreement.
  • 5The filing includes Exhibit 99, a press release from June 20, 2005, regarding annual and fourth-quarter earnings per share.
  • 6The specific financial results from the press release are furnished but not deemed 'filed' for regulatory liability purposes.

Frequently Asked Questions

Darden Restaurants updated its 2002 Stock Incentive Plan by amending forms for Non-Qualified Stock Options, Restricted Stock Awards, Restricted Stock Units, and Darden Stock Units. The primary changes include updated 'change of control' provisions and the addition of a 'share deposit feature' for Restricted Stock Awards.

The amendments to the award agreements were approved by the Compensation Committee of the Board of Directors on June 16, 2005.

While the filing references a press release (Exhibit 99) from June 20, 2005, detailing "Annual and Fourth Quarter Diluted Net Earnings Per Share," the 8-K itself does not contain the specific financial figures. The press release is furnished for informational purposes and is not considered 'filed' for purposes of Section 18 of the Securities Exchange Act.

Updates to change of control provisions are important for executive compensation plans as they typically define how equity awards (like stock options or units) will be treated in the event of a merger, acquisition, or other significant change in the company's ownership or control. This can affect the value and realization of these awards for executives.