Darden Restaurants, Inc. (DRI)
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AGM 2026

Sep 23, 2026

Summary

The virtual meeting covered board elections, management proposals, and a shareholder proposal, with all directors elected and the shareholder proposal rejected. No questions were raised by shareholders, and voting results will be filed with the SEC.

Operator

Good day everyone, and Welcome to the Darden Restaurants annual meeting. Now I'll turn the call over to your host, Chair of the board, Cindy Jamison. Please go ahead.

Cindy Jamison
Chair of the Board of Directors, Darden Restaurants

Good morning, and welcome to our 2026 annual meeting of shareholders. I am Cindy Jamison, Chair of the Board of Directors of Darden Restaurants, and we are holding the meeting virtually again this year due to the popularity and accessibility of the virtual meeting format. If you have already submitted your proxy, there is no need for you to vote now unless you wish to revoke that proxy and change your vote on any of the items being considered at this meeting. If you have not yet voted your shares, you can vote now or during the business portion of the meeting by clicking on the red box on the virtual meeting website that says Vote Here. During the business portion of the meeting, we will respond to questions from shareholders that pertain to the proposal being considered during that portion of the meeting only.

After we have concluded the formal business, our President and Chief Executive Officer, Rick Cardenas, will respond to questions submitted by shareholders through the Ask a Question box on the virtual meeting website. The rules of conduct for this meeting are available in the Meeting Materials section of the virtual meeting website. Now I will call to order the 2026 Darden Shareholders Meeting. We will begin this meeting with the formal business and voting of the proxies. But first, I would like to introduce your board of directors, each of whom, along with myself, have been nominated for election to the board. Each of the directors is in attendance today. Shannon Atkins, Rick Cardenas, Juliana Chugg, James P. Fogarty, Daryl Kenningham, William S. Simon, Charles M. Sonsteby, and Tim J. Wilmott.

I would like to thank each of our current directors for their commitment to Darden and for their support and guidance to Rick, the rest of the management team, and me over the past year. In addition to Rick, other members of our management team are also in attendance today, including Raj Vennam, Senior Vice President and Chief Financial Officer, Lindsay Koren, Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary, Sarah King, our Senior Vice President and Chief People Officer, and Susan Connelly, Senior Vice President, Chief Communications and Public Affairs Officer. Also in attendance today are representatives of KPMG, Chris Ekebergh, our Audit Engagement Partner, and Andrea Vargas, our Audit Senior Manager. Now, our General Counsel and Corporate Secretary, Lindsay Koren, will conduct the formal business portion of the meeting.

Lindsay Koren
SVP, General Counsel, Chief Compliance Officer, and Corporate Secretary, Darden Restaurants

Thank you, Cindy, and good morning everyone. A certified list of shareholders as of July 29th, 2026, the record date for this meeting, is available for inspection through the virtual meeting website by any shareholder who registered to attend the meeting as a shareholder. Also available for inspection by any shareholder are the minutes of last year's annual meeting and the notice of meeting proxy statement, form of proxy, and annual report related to today's meeting. These documents will be filed with the records of the company. The proxies appointed by the board of directors for today's meeting are Raj Vennam, A. Noni Holmes-Kidd, and me. The Inspector of Elections for this meeting is Peter Descovich from IVS Associates, Inc., an affiliate of Broadridge Financial Solutions. Mr. Descovich is in attendance.

The inspector reports that based on valid proxies on file before the meeting began, there are represented by proxy the holders of approximately 90.04% of the company's common stock entitled to vote as of the record date. The number of shares of common stock represented at the meeting is more than the majority of the total number of the shares entitled to vote, and therefore, pursuant to Article I, Section 2 of the company's bylaws, I declare that a quorum is present and so the meeting may proceed. The polls for the meeting are now open, and all shareholders entitled to vote at the meeting have the ability to vote online by clicking on the red box on the virtual meeting website that says Vote Here.

As a reminder, if you have already submitted your proxy, there is no need for you to vote now unless you wish to revoke that proxy and change your vote on anything have been made available for inspection are deemed approved, subject to any correction or objection a shareholder may make prior to the end of this meeting. We now turn to the items of business. The first item of business, the election of directors, along with the additional items of business for this meeting, were described in detail in the proxy statement furnished to shareholders. A copy of the proxy statement is available on the virtual meeting website. I now declare the polls open until the ballots have been submitted. We will now proceed to the fourth item of business on the agenda, the shareholder proposal described in detail in the proxy statement furnished to shareholders.

The proposal requests that Darden's board of directors adopt a policy to review and disclose findings when a director receives less than 80% support in an uncontested election. Matt Prescott, representing the proponent, The Accountability Board, has prepared a statement with respect to the shareholder proposal.

Matt Prescott
President and COO, The Accountability Board

Hey, everybody. Matt Prescott from The Accountability Board here. I just want to say thanks first to the board for considering the proposal. I know obviously we didn't end up seeing eye to eye, but we do appreciate the consideration. We think the proposal is self-explanatory. It speaks for itself. For the sake of time, we would just refer folks to the proxy if you have questions about it. We'll leave it there. Thank you very much and have a good day.

Lindsay Koren
SVP, General Counsel, Chief Compliance Officer, and Corporate Secretary, Darden Restaurants

Thank you. The board's full statement in opposition to this proposal is set forth in the proxy statement. We will now proceed to the voting on the items of business. If you have already submitted your proxy, there is no need for you to complete a ballot now unless you wish to revoke that proxy and change your vote on any of these items. We will now pause for the submission of any final votes. The polls are now closed for these items of business. The corporation's bylaws require that any shareholder wishing to bring other matters before this meeting must notify the secretary in writing prior to the meeting. No advance notice was received. Ms. Jamison also has advised me that the board has no other items of business to be brought before the meeting.

The inspector has provided to me his certification of the preliminary results of the tabulation, which shows that each of the nine director nominees has been elected and each of the other management proposals before this meeting have been approved. Shareholder Proposal Four, submitted by The Accountability Board, has been rejected. This concludes the report of the preliminary voting results. The final certificate of the inspector will be filed with the minutes of the meeting, and the final results will be included in our report on Form 8-K that we plan to file promptly with the Securities and Exchange Commission. I would like to call your attention to our forward-looking statement disclaimer. During the course of this meeting, Darden officers may make forward-looking statements, which are subject to risks and uncertainty, and investors are cautioned not to place undue reliance on those statements.

Darden's forward-looking statements are made under the safe harbor provisions of the securities law. We refer you to the full text of our disclaimer, which appears in our Form 10-K and on the investor relations section of our corporate website, and also to the information contained in our reports on Forms 10-K, 10-Q, and 8-K, which have been filed with the Securities and Exchange Commission. We may refer to certain non-GAAP measurements in today's meeting, and reconciliations of those measurements are posted on the non-GAAP reporting page of the investor relations section of our website at darden.com. I would also like to remind you that we will be releasing our fiscal 2027 first quarter financial results before the market opens tomorrow, September 24th, with a conference call to follow at 8:30 A.M., and that Rick will not be answering questions about those results today.

Now, I will turn the meeting over to Rick, who will respond to questions that were submitted by shareholders through the ask a question box on the virtual meeting website. Note that we may exclude questions that do not meet the meeting rules that are posted in the meeting materials section of the virtual meeting website. If a question relates to an individual or personal concern, we may respond to those questions by email after the meeting if the questioner provided an email address when registering for the meeting. Our answers to the meeting questions will also be posted in the investor relations section of the company's website at darden.com soon after the meeting.

Rick Cardenas
President and CEO, Darden Restaurants

Thank you, Lindsay, and thank you to our shareholders for joining us today and for your continued confidence in our company. We look forward to sharing our first quarter results and a broader update on the business tomorrow. With the formal business of today's meeting complete, I'd be happy to take your questions.

Lindsay Koren
SVP, General Counsel, Chief Compliance Officer, and Corporate Secretary, Darden Restaurants

There appear to be no questions at this time.

Rick Cardenas
President and CEO, Darden Restaurants

Well, thank you, Lindsay. If you have further questions for the company, you can find contact information for our investor relations team in our proxy statement or in the investor relations section of our website, darden.com. We hope you found today's meeting worthwhile. This concludes our agenda for this meeting, and the meeting now stands adjourned.

Operator

That concludes our meeting today. Thank you for joining. You may now disconnect.