Darden Restaurants : Proxy Statement (definitive)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

x

Filed by a Party other than the Registrant

¨

Check the appropriate box:

• Preliminary Proxy Statement
• Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

• Definitive Proxy Statement

• Definitive Additional Materials
• Soliciting Material Pursuant to §240.14a-12

DARDEN RESTAURANTS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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• 1. Title of each class of securities to which the transaction applies:
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August 5, 2019

Dear Shareholders:

On behalf of your Board of Directors, it is our pleasure to invite you to attend the 2019 Annual Meeting of Shareholders of Darden Restaurants, Inc. We will hold the Annual Meeting on Wednesday, September 18, 2019 , at 10:00 a.m., Eastern Time, at Rosen Shingle Creek, 9939 Universal Blvd., Orlando, Florida 32819 . All holders of our outstanding common shares as of the close of business on July 24, 2019 , are entitled to vote at the meeting.

We will furnish proxy materials to shareholders via the Internet, which allows us to provide you with the information you need while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting.

The notice of meeting and Proxy Statement contain details about the business to be conducted at the Annual Meeting. Please read these documents carefully. We will set aside time at the meeting for discussion of each item of business and provide you with the opportunity to ask questions. If you will need special assistance at the meeting because of a disability, please contact Matthew R. Broad, Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary, Darden Restaurants, Inc., 1000 Darden Center Drive, Orlando, Florida 32837, phone [phone].

Whether or not you plan to attend, it is important that your shares be represented and voted at the meeting. Please refer to the proxy card or Notice of Availability of Proxy Materials for more information on how to vote your shares at the meeting.

Your vote is important. Thank you for your support.

Sincerely,

Charles M. Sonsteby

Chairman of the Board of Directors

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Time:

Place:

Items of Business:

Who Can Vote:

Website:

Date of Mailing:

DARDEN RESTAURANTS, INC.

1000 Darden Center Drive

Orlando, Florida 32837

_________________________

NOTICE OF

2019 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON SEPTEMBER 18, 2019

10:00 a.m., Eastern Time, on Wednesday, September 18, 2019

Rosen Shingle Creek, 9939 Universal Blvd., Orlando, Florida 32819

1. To elect a full Board of eight directors from the named director nominees to serve until the next annual meeting of shareholders and until their successors are elected and qualified;
2. To obtain advisory approval of the Company's executive compensation;
3. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2020; and
4. To transact such other business, if any, as may properly come before the meeting and any adjournment.

You can vote at the Annual Meeting and any adjournment if you were a holder of record of our common stock at the close of business on July 24, 2019.

Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to be held on September 18, 2019: The accompanying Proxy Statement and our 2019 Annual Report on Form 10-Kare available at www.darden.com . In addition, you may access these materials at www.proxyvote.com . On August 5, 2019, we mailed a Notice of Internet Availability of Proxy Materials to certain shareholders, containing instructions for voting online and for requesting a paper copy of the Proxy Statement and 2019 Annual Report on Form 10-K.

This Notice of the Annual Meeting of Shareholders and the Proxy Statement are first being distributed or otherwise furnished to shareholders on or about August 5, 2019.

By Order of the Board of Directors

Matthew R. Broad

Senior Vice President, General Counsel,

Chief Compliance Officer and Corporate Secretary

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DARDEN RESTAURANTS, INC.

PROXY STATEMENT

TABLE OF CONTENTS

	Page
PROXY STATEMENT SUMMARY	1
CORPORATE GOVERNANCE AND BOARD ADMINISTRATION	3
Corporate Governance Guidelines	3
Director Independence	4
Related Party Transactions	4
Director Election Governance Practices	5
Board Leadership Structure	5
Succession Planning	5
Director Education	6
Board Role in Oversight of Risk Management	6
Compliance and Ethics Office and Codes of Business Conduct and Ethics	6
PROPOSALS TO BE VOTED ON	8
PROPOSAL 1 - ELECTION OF EIGHT DIRECTORS FROM THE NAMED DIRECTOR NOMINEES	8
PROPOSAL 2 - ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION	13
PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM	14
MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES	15
Board of Directors	15
Board Committees and Their Functions	16
DIRECTOR COMPENSATION	21
Compensation of Non-Employee Directors	21
Current Director Compensation Program	21
Fiscal 2019 Compensation of Non-Employee Directors	22
STOCK OWNERSHIP OF MANAGEMENT	24
STOCK OWNERSHIP OF PRINCIPAL SHAREHOLDERS	25
COMPENSATION DISCUSSION AND ANALYSIS	26
Executive Summary	26
Summary of Fiscal 2019 Performance and Pay Results	26
Overview	27
Process For Determining Fiscal 2019 Executive Compensation	27
Executive Compensation Philosophy and Strategy	29
Executive Compensation Program Elements	30
Other Programs, Policies, and Practices	35
Shareholder Engagement and Results of Say On Pay Advisory Vote	36
COMPENSATION COMMITTEE REPORT	36
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	37
ASSESSMENT OF RISK OF COMPENSATION PROGRAMS	37
EXECUTIVE COMPENSATION	38
Summary Compensation Table	38

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Grants of Plan-Based Awards for Fiscal 2019	40
Outstanding Equity Awards at Fiscal Year-End	42
Option Exercises and Stock Vested for Fiscal 2019	43
Non-Qualified Deferred Compensation	44
Pension Benefits	45
Potential Payments Upon Termination or Change in Control	46
Equity Compensation Plan Information	52
CEO Pay Ratio	53
AUDIT COMMITTEE REPORT	54
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES	55
QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING	56
OTHER BUSINESS	59
SOLICITATION OF PROXIES	59
HOUSEHOLDING OF MATERIALS FOR ANNUAL MEETING OF SHAREHOLDERS	60
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	60
AVAILABILITY OF ANNUAL REPORT TO SHAREHOLDERS	60

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