Item 8.01 Other Events.

On April 23, 2020, Darden Restaurants, Inc. (the Company) closed its previously announced sale of 9,000,000 shares of the Company's Common Stock, without par value (the Common Stock) in a public offering (the Offering) pursuant to the provisions of an Underwriting Agreement dated April 20, 2020 among the Company and Goldman Sachs & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters named therein.

The Company intends to use the net proceeds of $505,440,000 from the Offering for general corporate purposes.

The Common Stock has been registered under the Securities Act pursuant to a Registration Statement on Form S-3, Registration No. 333-234093, filed by the Company with the Securities and Exchange Commission on October 4, 2019 and amended by a post-effective amendment filed on April 20, 2020.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K.

The legal opinion of Anthony G. Morrow, Esq. relating to the legality of the issuance and sale of the Common Stock in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
Number    Description of Exhibit
            Underwriting Agreement dated April 20, 2020, among the Company and
  1.1     Goldman Sachs & Co. LLC and BofA Securities, Inc., as representatives of
          the several underwriters named therein.
  5.1       Opinion of Anthony G. Morrow, Esq.
 23.1       Consent of Anthony G. Morrow, Esq. (contained in Exhibit 5.1)







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