8-KEarnings & ResultsLeadership ChangesMaterial Agreements+2

DARDEN RESTAURANTS INC 8-K Report, Material Agreement (Sep 19, 2006)

Filed September 19, 2006For Securities:DRI

Summary

Darden Restaurants, Inc. (DRI) filed a Form 8-K on September 19, 2006, reporting on key events from their Annual Meeting of Shareholders on September 15, 2006, and related financial and personnel updates. The most significant developments for investors include the approval of an amended 2002 Stock Incentive Plan, which increases the share pool, enhances flexibility in award grants, and refines certain award mechanics. Additionally, the company announced its first-quarter financial results, highlighting strong earnings per share growth, a 15% increase in its semi-annual dividend, and an upward revision of its annual earnings guidance, signaling positive operational performance. The filing also details a significant executive transition: the planned retirement of Chief Financial Officer Linda Dimopoulos, with C. Bradford Richmond appointed as her successor effective December 1, 2006. These announcements collectively provide insights into the company's executive compensation strategy, its financial outlook, and leadership continuity.

Key Highlights

  • 1Shareholders approved the amended Darden Restaurants, Inc. 2002 Stock Incentive Plan, increasing the authorized share pool and enhancing award flexibility.
  • 2The amended incentive plan adopted a "fungible share pool" approach and changed how shares are counted for awards to improve flexibility.
  • 3The company reported 11% First Quarter Diluted Net Earnings Per Share growth.
  • 4Darden Restaurants increased its semi-annual dividend by 15% to 23 cents per share.
  • 5The company raised its annual earnings guidance, indicating a positive financial outlook.
  • 6CFO Linda Dimopoulos announced her retirement effective June 30, 2007.
  • 7C. Bradford Richmond was elected as the new Senior Vice President, Chief Financial Officer, effective December 1, 2006.

Frequently Asked Questions

The amended plan increased the authorized share pool from 8,550,000 to 9,550,000 shares. It also implemented a "fungible share pool" approach for greater award flexibility, changed how shares are counted (awards other than options/SARs count double), eliminated "net share counting," and added provisions for Section 409A compliance. It also prohibited dividend equivalents on options/SARs and the transfer of awards for consideration.

Darden Restaurants reported an 11% increase in First Quarter Diluted Net Earnings Per Share. The company also announced a 15% increase in its semi-annual dividend to 23 cents per share and raised its annual earnings guidance.

C. Bradford Richmond, currently Senior Vice President, Corporate Controller, has been elected to succeed Linda Dimopoulos as Senior Vice President, Chief Financial Officer. The transition will be effective on December 1, 2006. Ms. Dimopoulos will retire on June 30, 2007, but will serve as an advisor until then.

At the Annual Meeting, shareholders elected 13 directors, approved the appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2007, and approved a shareholder proposal regarding a majority vote standard for director elections.