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o Preliminary proxy statement
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o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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o Definitive Proxy Statement
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o Definitive Additional Materials
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þ Soliciting Material Pursuant to § 240.14a-12
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On Thursday, August 28, we announced that the annual meeting of shareholders will be rescheduled for October 10, 2014. It was originally scheduled for September 30.
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At this year’s annual meeting, there are complex issues that shareholders will need to consider.
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Rescheduling the meeting ensures that shareholders have adequate time to review the materials that they will be receiving in connection with the annual meeting.
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These materials will be distributed to shareholders as soon as possible.
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The Darden Board of Directors approved an agreement in connection with Clarence’s previously announced departure from the Company.
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The agreement was filed with the SEC on Thursday, August 28.
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The terms of the agreement are in line with industry standards and the Company’s prior practices regarding departing executives and were developed in consultation with an independent compensation firm as well as with input from the Center for Executive Compensation.
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The agreement will take effect upon Clarence’s departure from the Company.
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Clarence will remain CEO until the earlier of the appointment of his successor or the end of the year.
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The Board is committed to finding the best person to succeed Clarence as CEO and is conducting a thorough search process.
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On August 15, we announced that the Board has retained a leading executive search firm, Russell Reynolds, to assist in this process.
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Both internal and external candidates are being considered.
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We do not have a specific timeline to share, but the Board will take whatever time it needs to ensure that we select the best candidate.
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We are pleased to have a strong leadership team in place. They and the Board are confident in Darden and in our strategic direction.
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Today, the Board announced a new slate of director nominees to be voted on by shareholders at the annual meeting.
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Our current Board has served the Company well. Under their direction, Darden has experienced significant growth and created significant value for shareholders.
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Still, the Board believes the Company would benefit from new directors who can provide fresh thinking around the strategies we are pursuing.
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This revised slate provides a leadership structure that is consistent with this approach and what the Board believes is in the best interests of the Company.
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The Board is appreciative of the service that our outgoing directors have provided to Darden.
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The Board believes that the new slate is comprised of individuals who have a broad base of skills and expertise needed to best support the Company going forward.
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This includes experience and expertise relevant to the needs of the business and the Company’s strategies, not just its industry.
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It includes 4 new directors, 4 incumbent directors and 4 nominees proposed by Starboard.
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This structure enables us to maintain the benefits of continuity of experience and knowledge while enabling fresh perspectives.
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In addition, it provides Starboard with a voice on the Board, yet avoids the potential risks associated with the full Board turnover that Starboard is seeking.
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Today we also issued a news release previewing Darden’s performance for the first quarter of our fiscal year. Our final release for the quarter will be announced later this month and will be followed with a conference call for analysts and investors, as usual.
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We are pleased that the earnings for the quarter are better than previous expectations. Based on sales, traffic improvement and feedback from our guests, our performance indicates real progress on the Olive Garden Brand Renaissance and other brand initiatives we have underway.
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To-Go sales at Olive Garden have significantly increased since the new on-line platform was put in place and performance at the handful of newly remodeled restaurants is showing great promise.
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This performance is a testament to you. By staying focused on the business and our priorities, I’m confident we can build on this success.
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