8-KLeadership ChangesShareholder MattersExhibits & Filings

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

Filed September 19, 2025For Securities:DRI

Summary

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.

Key Highlights

  • 1CEO Ricardo Cardenas awarded performance stock units (PSUs) with a target value of $17 million, vesting in July 2030.
  • 2The CEO's PSU award performance is measured against the S&P 500's Total Shareholder Return (TSR) over a five-year period.
  • 3All nine incumbent directors were re-elected at the Annual Shareholder Meeting.
  • 4Shareholders provided advisory approval for the company's executive compensation.
  • 5KPMG LLP was ratified as the independent registered public accounting firm for fiscal year ending May 31, 2026.
  • 6A shareholder proposal seeking disclosure of measurable greenhouse gas emission reduction targets was not approved by shareholders.

Frequently Asked Questions

The CEO's Special PSU Award, valued at a target of $17 million, is designed to incentivize long-term performance and align executive pay with shareholder interests. Its vesting is tied to Darden's Total Shareholder Return (TSR) relative to the S&P 500 over a five-year period, indicating a focus on relative market performance and sustained value creation.

The number of PSUs earned will range from 0% to 200% of the target amount, based on Darden's Total Shareholder Return (TSR) compared to the TSR of S&P 500 companies over approximately five years, measured from grant date to the vesting date in July 2030.

Shareholders re-elected all nine directors, approved executive compensation on an advisory basis, and ratified the appointment of KPMG LLP as the independent auditor for the upcoming fiscal year. A shareholder proposal on greenhouse gas emissions was not approved.

The CEO's Special PSU Award has a target vesting date of July 24, 2030, which is approximately five years from the expected grant date, provided Mr. Cardenas remains employed by the Company through that date, subject to certain exceptions.