Item 2.02 Results of Operations and Financial Condition.





On December 18, 2020, Darden Restaurants, Inc. (the Company) issued a news
release entitled "Darden Restaurants Reports Fiscal 2021 Second Quarter Results;
Announces Quarterly Dividend; And Provides Fiscal 2021 Third Quarter Outlook," 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.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment


                of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Certain Officers

On December 15, 2020, the Board of Directors (the Board) of the Company made the following executive appointments, effective January 4, 2021:

•Eugene I. Lee, Jr., previously the Company's President and Chief Executive Officer, was appointed Chairman and Chief Executive Officer.

•Ricardo Cardenas, previously the Company's Senior Vice President, Chief Financial Officer, was appointed President and Chief Operating Officer.

Mr. Cardenas, age 52, had been our Senior Vice President, Chief Financial
Officer since 2016. He was Senior Vice President, Chief Strategy Officer of the
Company from 2015 to 2016, prior to which he served as Senior Vice President,
Finance, Strategy and Technology from 2014 to 2015. He was Executive Vice
President of Operations for LongHorn Steakhouse from 2013 to 2014 and Senior
Vice President of Operations for LongHorn Steakhouse's Philadelphia Division
from 2012 to 2013. He served as Senior Vice President of Finance for Red
Lobster, which the Company previously owned, from 2010 to 2012. Mr. Cardenas
originally joined the Company in 1984 as an hourly employee and served in
various positions of increasing responsibility, including Vice President of
Finance for Olive Garden, prior to the positions described above.

As previously disclosed, on April 23, 2020, the Company completed a public
underwritten offering of 9,000,000 shares of the Company's common stock. Mr.
Cardenas purchased $175,000 in purchase price of the Company's shares from the
underwriters at the same price as the public, $58.50 per share. The pricing and
certain other terms of the offering were approved by an Equity Pricing Committee
created by the Board for the offering and comprised of only disinterested
directors who did not have or intend to have a financial interest in the
offering and were determined by the Board to be "qualified directors" under the
Florida Business Corporation Act.

•Rajesh Vennam was appointed Senior Vice President, Chief Financial Officer and Treasurer.

Mr. Vennam, age 46, had been our Senior Vice President, Corporate Finance and
Treasurer since September 2020, prior to which he was Senior Vice President,
Finance and Analytics since 2016. From 2014 to 2016, he served as Vice
President, Financial Planning and Analysis and Investor Relations for The Fresh
Market, Inc., a specialty grocery retailer which during the period of Mr.
Vennam's service was publicly traded. From 2013 to 2014, Mr. Vennam served in a
variety of roles at Red Lobster, ultimately serving as Senior Vice President of
Financial Planning and Analysis and Treasury of Red Lobster Hospitality, LLC,
the entity to which the Company sold its Red Lobster restaurants in 2014. From
2010 through 2013, he served as Director of Financial Planning and Analysis for
LongHorn Steakhouse. Mr. Vennam joined the Company in 2003 and served in a
variety of positions of increasing responsibility, including as a Manager of
Treasury, prior to the positions described above.

Additional information about these appointments is included in the Company's
news release dated December 18, 2020 entitled "Darden Board of Directors Elects
CEO Eugene I. Lee, Jr. as Chair; Darden Names Ricardo Cardenas as President and
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Chief Operating Officer; Rajesh Vennam Named Chief Financial Officer," a copy of which is filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

Compensation Arrangements for President and Chief Operating Officer



On December 15, 2020, in connection with his appointment as President and Chief
Operating Officer described above, the Compensation Committee of the Board
approved new compensation arrangements for Mr. Cardenas effective January 4,
2021. Mr. Cardenas' base salary will be $775,000. Mr. Cardenas' target annual
bonus under the Company's annual cash incentive program will be unchanged at
100% of his annual base salary. Mr. Cardenas' target annual equity grant under
the Company's long-term incentive program will have an aggregate value of
$1,750,000.

Compensation Arrangements for Senior Vice President, Chief Financial Officer and Treasurer



On December 15, 2020, in connection with his appointment as Senior Vice
President, Chief Financial Officer and Treasurer described above, the
Compensation Committee of the Board approved new compensation arrangements for
Mr. Vennam effective January 4, 2021. Mr. Vennam's base salary will be $500,000.
Mr. Vennam's target annual bonus under the Company's annual cash incentive
program will be 75% of his annual base salary. Mr. Vennam's target annual equity
grant under the Company's long-term incentive program will have an aggregate
value of $750,000.

Fiscal 2021 Annual Incentive Plan



As previously disclosed, on June 23, 2020, the Compensation Committee of the
Board approved a methodology for the annual incentive plan for the fiscal year
ended May 30, 2021 for each of our named executive officers except for our Chief
Executive Officer (CEO). On June 24, 2020, the Board approved the same
methodology for the fiscal 2021 annual incentive plan for our CEO. In light of
the continued uncertainty at that time surrounding the timing of and conditions
under which our restaurants would be able to fully re-open, the Compensation
Committee deferred the final determination of financial performance measures and
other performance criteria to be used in the fiscal 2021 annual incentive plan
to a later date. On August 25, 2020, the Company adopted the Darden Restaurants,
Inc. Annual Incentive Plan (AIP) document effective as of June 1, 2020 and set
forth the performance objectives for incentive awards with respect to fiscal
2021, subject to rules as to how the Compensation Committee would measure
performance with respect to one or more of those performance objectives.

On December 15, 2020, the Compensation Committee established rules to measure
fiscal 2021 performance results for the annual incentive plan for each of our
named executive officers except for our CEO. The Compensation Committee
determined that performance for the second half of the fiscal year will be
determined using a single performance measure, Adjusted Diluted Net Earnings Per
Share (Adjusted EPS), and established threshold, target and maximum performance
goals for Adjusted EPS. The performance results for the second half of the year
may be adjusted up or down by no more than 20% of target amount based on
performance results with respect to the first half of fiscal 2021 as determined
by the Compensation Committee based on the subjective performance criteria
established in the AIP document for fiscal 2021. Pursuant to the Board's
previous action on June 24, 2020, these same rules for measuring fiscal 2021
performance results apply with respect to our CEO.

As previously disclosed, this methodology will result in any payouts under the
fiscal 2021 annual incentive plan continuing to be based on financial results
against pre-determined goals, but with (a) those goals being set now that there
is more visibility into performance expectations and (b) the ability to modify
payouts based on an assessment of management's performance in the first half of
fiscal 2021 positioning the Company for success in the second half of the fiscal
year and in the long-term.


Item 8.01   Other Events.



On December 15, 2020, the Board elected Eugene I. Lee, Jr., the Chief Executive
Officer of the Company, to also serve as Chairman of the Board, effective
January 4, 2021. In addition, the independent directors of the Board elected
Charles M. Sonsteby, previously the Chairman of the Board, to serve as the
Company's Lead Independent Director, also effective January 4, 2021. Additional
information about these appointments is included in the Company's news release
dated December 18, 2020 entitled "Darden Board of Directors Elects CEO Eugene I.
Lee, Jr. as Chair; Darden Names Ricardo Cardenas as President and Chief
Operating Officer; Rajesh Vennam Named Chief Financial Officer," a copy of which
is filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated
herein by reference.

The Board concluded that it is in the best interests of the Company to combine
the roles of Chairman and CEO in order to drive the most efficient execution of
its long-term strategy at a time of unprecedented change in the restaurant
industry. The
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Board recognizes the importance of strong independent leadership on the Board
and believes that as the Lead Independent Director, Mr. Sonsteby will continue
to provide strong leadership and oversight to the Company. The Board also
approved amendments to the Company's Corporate Governance Guidelines to define
the duties and responsibilities of the Lead Independent Director. The Corporate
Governance Guidelines, as amended, are available at www.darden.com under
Investor Relations - Corporate Governance.


                 Item 9.01   Financial Statements and Exhibits.


(d)Exhibits.
   Exhibit
    Number           Description of Exhibit
     99.1              News release dated December 18, 2020 entitled

"Darden Restaurants Reports Fiscal


                     2021 Second Quarter Results; Announces Quarterly

Dividend; And Provides Fiscal 2021


                     Third Quarter Outlook    .    "
     99.2              News release dated December 18, 2020 entitled

"Darden Board of Directors Elects


                     CEO Eugene I. Lee    , Jr.     as Chair; Darden Names

Ricardo Cardenas as President


                     and Chief Operating Officer; Rajesh Vennam     N    amed Chief Financial
                     Officer    .    "




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