Item 2.02 Results of Operations and Financial Condition.

On March 19, 2020 Darden Restaurants, Inc. (the Company) issued a news release entitled "Darden Restaurants Reports Fiscal 2020 Third Quarter Results; Suspends Quarterly Dividend; Withdraws its Full Year Financial Outlook For Fiscal 2020; And Comments On Other Liquidity Matters," a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. In addition, the slide presentation accompanying the Company's conference call will be posted on the Company's website.

As provided in General Instruction B.2 of Form 8-K, the information in this Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section. The information in this Item 2.02 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the Securities Act), except as expressly set forth by specific reference in such filing.

Creation of a Direct Financial Obligation or an Obligation under an Item 2.03 Off-Balance Sheet Arrangement of a Registrant.

As previously disclosed, on October 27, 2017, the Company entered into a Credit Agreement (the Credit Agreement) with Bank of America, N.A., as administrative agent, and the lenders (the Lenders) and other agents party thereto. Pursuant to the Credit Agreement, the Lenders provide the Company with a revolving credit facility of $750 million subject to certain terms and conditions. The other material terms of the Credit Agreement were described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 1, 2017.

On March 17, 2020, the Company provided notice to the Lenders that the Company would borrow the full $750 million available under the Credit Agreement. The Company borrowed under the Credit Agreement to secure its liquidity position and provide financial flexibility given uncertain market conditions as a result of the COVID-19 outbreak. The Company may use the proceeds from the Credit Agreement borrowing for working capital, ongoing operating needs and general corporate purposes.

Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Item 5.02 Officers.

At the request of the Company's President and Chief Executive Officer, Eugene I. Lee, Jr., on March 18, 2020, the Board of Directors of the Company (the Board) approved new compensation arrangements for Mr. Lee. Mr. Lee's base salary will be reduced to $14,750 annually, effective March 23, 2020. The intention of this reduction is that Mr. Lee's base salary would equal approximately the amount necessary to cover Mr. Lee's required contributions to his employment benefits and related payroll taxes. All other elements of Mr. Lee's compensation remain unchanged.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.


Exhibit
Number    Description of Exhibit
            News release dated March 19, 2020 entitled "Darden Restaurants Reports
 99.1     Fiscal 2020 Third Quarter Results; Suspends Quarterly Dividend;
          Withdraws its Full Year Financial Outlook For Fiscal 2020; And Comments
          On Other Liquidity Matters."






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