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 ¨ | |
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||
| ¨ | Preliminary Proxy Statement |
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| ¨ | Definitive Proxy Statement |
| x | 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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 Is
This
Starboard
12-Person
Slate
Really
the
“Best
Board”
to
Independently
Represent ALL
Shareholders and to Control
a Multibillion Dollar Consumer-Facing
Company With 150,000 Employees?
Margaret
Atkins
No restaurant
experience and
currently sits on four
other Boards
“Loyalty Oath”
4
Jean Birch
“Loyalty Oath”
4
Lionel Nowell
Currently sits on three
other boards
“Loyalty Oath”
4
Alan Stillman
Potential conflict of
interest due to
competitor restaurant
ownership and exceeds
retirement age under
Board guidelines
“Loyalty Oath”
4
Key
Starboard Paid Nominee¹
Starboard Paid Advisor¹
Starboard Employee
History of Starboard Activism
Brinker
Office Depot
Regis
Reynolds American
Wausau Paper
Loyalty Oath to Starboard
Agenda
William
Lenehan
No experience as
senior executive at
large public
company, no
restaurant
experience
“Loyalty Oath”
4
With
all
of
these
connections,
we
urge
you
to
decide
if
you
want
to
give
Starboard
control
of
the
Board.
1
For
more
information
about
the
compensation
arrangements
between
Starboard
and
its
nominees,
see
the
Starboard
Proxy
Statement
filed
on
Schedule
14A
with
the
SEC,
dated
August
28,
2014,
at
pp.
26-29.
2
Only
considered
large
public
company
experience
if
they
held
a
publicly
disclosed
executive
position
in
a
listed
company.
Considered
no
restaurant,
retail,
or
real
estate
experience
if
not
publicly
disclosed;
does
not
include
directorships as meaningful operational experience. ³Peter Feld and Jeff Smith were previously nominated on multiple Starboard/Ramius slates. James Fogarty was nominated to the Office Depot Board by Starboard in 2013,
but was not chosen to be added in the settlement; he was also nominated by Starboard to the
Regis Board and was elected at the annual meeting. Cynthia Jamison was nominated by Starboard in 2013 to the Office Depot
Board
and
appointed
via
settlement;
she
was
nominated
by
Starboard
to
Wausau
Paper's
Board
in
2014,
but
not
appointed
in
settlement.
4
“Loyalty
Oath”:
Promise
to
implement
Starboard
plan
as
per
Starboard
Proxy:
“Each
of
our
director
nominees
is
committed
to
the
implementation
of
our
comprehensive
turnaround
plan
for
Darden.
Therefore,
in
the
event
that
our
director
nominees
comprise
a
majority
of
the
Board
following
the
Annual Meeting, we expect that the Board will implement our comprehensive turnaround plan for
Darden.” STARBOARD
JEFFREY SMITH
No experience as senior
executive at large public
company, no restaurant
or retail experience
Betsy Atkins
No restaurant
operations
experience, no
experience as senior
executive at large
public company
“Loyalty Oath”
4
Cynthia
Jamison
History of activism
with Starboard
“Loyalty Oath”
4
Charles
Sonsteby
Is a paid Starboard
advisor
“Loyalty Oath”
4
“
”
STARBOARD
PETER FELD
Starboard Managing
Partner with Smith
“Loyalty Oath”
4
Brad Blum
Previously launched
activism campaign
to become CEO at
Cosi, is a paid
Starboard Advisor
“Loyalty Oath”
4
Starboard Nominees Lack
Important Qualifications
4 nominees
have
NO
restaurant, retail or real
estate executive experience²
4 nominees
have been
nominated and added to at
least one board through
Starboard nomination³
5
nominees
have
NO
experience as senior
executives of large public
companies²
James Fogarty
No experience as
senior executive at
large public company, no
restaurant experience and
history of activism with
Starboard
“Loyalty Oath”
4 |
 Starboard Directors
Have A Number of Historical Relationships That May Bias Decision Making
Connection
Background
Starboard Paid Nominee
All of the nominees have compensation relationships with Starboard. For more information, see
Starboard’s proxy statement filed with the SEC on August 28, 2014, at pages
26-29. Starboard Paid Advisor
C. Sonsteby and B. Blum were hired by Starboard to serve as Starboard’s paid advisors in
connection with its election contest at Darden. For more information, see
Starboard’s proxy statement filed with the SEC on August 28, 2014, at pages
26-29. Starboard Employee
J. Smith is currently the Managing Member, CEO and Chief Investment Officer of
Starboard. P. Feld is a Managing Member of Starboard and Starboard’s Head
of Research. Loyalty Oath to
Starboard Agenda
Each nominee has pledged to Starboard that they will implement Starboard’s agenda while
a director. For more information, see Starboard’s proxy statement filed
with the SEC on August 28, 2014 (Starboard: “Each
of
our
director
nominees
is
committed
to
the
implementation
of
our
comprehensive
turnaround
plan
for
Darden.
Therefore,
in
the
event
that
our
director
nominees
comprise
a
majority
of
the
Board
following
the
Annual
Meeting,
we
expect
that
the
Board
will
implement
our
comprehensive
turnaround
plan for Darden.”) (emphasis added).
History of Activism with
Starboard
C. Jamison, J. Smith, J. Fogarty and P. Feld are repeat Starboard nominees. J. Smith is
currently the Managing
Member,
CEO
and
Chief
Investment
Officer
of
Starboard.
P.
Feld
is
a
Managing
Member
of
Starboard and Starboard’s Head of Research.
Brinker International
J.
Birch
served
in
executive
roles
at
Romano’s
Macaroni
Grill
(2008-2010)
and
Corner
Bakery
Café
(2003-
2005), both owned by Brinker, when C. Sonsteby was CFO of Brinker from 2001 to 2010.
Office Depot
C. Jamison, J. Fogarty and J. Smith were Starboard’s paid nominees in connection with
its proxy contest at Office Depot. J. Fogarty eventually withdrew his nomination. C.
Jamison and J. Smith served together on the Office Depot Board until beginning of
September 2014, when J. Smith resigned. Regis
J. Smith
and
J.
Fogarty
served
together
as
Starboard
nominees
on
the
Board
of
Regis
from
2011
to
2013.
Reynolds American
L.
Nowell
and
B.
Atkins
served
together
on
the
Board
of
Reynolds
American
from
2007
to
2010.
Wausau Paper
J.
Smith
and
C.
Jamison
were
each
nominated
to
the
Wausau
Board
by
Starboard
in
2014. |