8-KEarnings & ResultsMaterial AgreementsExhibits & Filings

DARDEN RESTAURANTS INC 8-K Report, Material Agreement (Jun 20, 2006)

Filed June 20, 2006For Securities:DRI

Summary

This Form 8-K filing by Darden Restaurants, Inc. on June 20, 2006, primarily concerns updates to executive compensation structures and a specific incentive agreement related to a new restaurant concept. The Compensation Committee approved amendments to various stock option and award agreements under the 2002 Stock Incentive Plan, including modifications to vesting provisions for retirement, death, and termination, and to ensure compliance with Section 409A of the Internal Revenue Code. A new Performance Stock Units Award Agreement was also introduced, linking awards to performance metrics with potential payouts up to 150% of units awarded. Furthermore, the filing details a special incentive program for Blaine Sweatt, III, President of New Business Development, tied to the successful development and expansion of the Seasons 52 restaurant concept. An amendment to a prior agreement allowed for a partial award (50% of potential) based on the Board's decision that Seasons 52 merited further review rather than immediate termination or full expansion approval. A new agreement was also established for potential future cash payments and restricted stock awards based on Seasons 52's performance through fiscal years 2007 and 2008. These compensation adjustments reflect the company's strategy to incentivize long-term growth and successful new venture development.

Key Highlights

  • 1Amendments approved for stock option and award agreements under the 2002 Stock Incentive Plan, including changes to vesting terms and 409A compliance.
  • 2Introduction of a new Performance Stock Units Award Agreement linked to achieving specific performance measures.
  • 3Special incentive agreement for Blaine Sweatt, III, related to the development of the Seasons 52 restaurant concept.
  • 4Board of Directors determined Seasons 52 merited further review, leading to a partial (50%) award under the amended incentive program for Mr. Sweatt, with the remaining 50% forfeited.
  • 5New agreement established for potential future cash and restricted stock awards to Mr. Sweatt based on Seasons 52's performance through fiscal 2007-2008.
  • 6Filing includes a press release reporting 21% annual and 15% fourth-quarter diluted net earnings per share growth.

Frequently Asked Questions

Darden's Compensation Committee approved amendments to existing stock option and award agreements under the 2002 Stock Incentive Plan. These changes primarily affect vesting provisions related to retirement, death, and involuntary termination, and ensure compliance with Section 409A of the Internal Revenue Code. A new Performance Stock Units Award Agreement was also introduced, which ties awards to the achievement of certain performance measures with payouts ranging from zero to 150% of the awarded units.

The Seasons 52 concept is central to a special incentive program for Blaine Sweatt, III, who leads New Business Development. The company's strategy includes developing new restaurant concepts, and this incentive is designed to reward successful development and expansion. The filing details how an initial incentive agreement was amended, resulting in a partial award for Mr. Sweatt as the Board decided to continue studying the concept rather than fully approving expansion or terminating it. A new agreement is in place for potential future incentives tied to the concept's performance in fiscal years 2007 and 2008.

Yes, the filing includes a press release dated June 20, 2006, reporting strong financial performance. Specifically, it announced a 21% annual and a 15% fourth-quarter increase in diluted net earnings per share.