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 |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | 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)
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on September 22, 2011.
| DARDEN RESTAURANTS, INC. |
Meeting Information | |||||
| Meeting Type: | Annual | |||||
| For holders as of: | July 29, 2011 | |||||
| Date: September 22, 2011 | Time: 10:00 a.m., EDT | |||||
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1000 DARDEN CENTER DRIVE ORLANDO, FL 32837 |
Location: Hyatt Regency Orlando International Airport 9300 Airport Boulevard Orlando, Florida 32827 | |||||
| For information on how to obtain directions to be able to attend the Annual Meeting and vote in person, please contact the Company’s Corporate Secretary at 1000 Darden Center Drive, Orlando, FL 32837 or by calling 407-245-6565.
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| You are receiving this communication because you hold shares in the above named company.
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This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
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| We encourage you to access and review all of the important information contained in the proxy materials before voting.
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See the reverse side of this notice to obtain proxy materials and voting instructions.
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— Before You Vote —
How to Access the Proxy Materials
| Proxy Materials Available to VIEW or RECEIVE: | ||
| NOTICE AND PROXY STATEMENT ANNUAL REPORT | ||
| How to View Online: | ||
Have the information that is printed in the box marked by the arrow è
(located on the following page) and visit: www.proxyvote.com. | ||
| How to Request and Receive a PAPER or E-MAIL Copy: | ||
| If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: | ||
| 1) BY INTERNET: |
www.proxyvote.com | |
| 2) BY TELEPHONE: | 1-800-579-1639 | |
| 3) BY E-MAIL*: | sendmaterial@proxyvote.com |
* If requesting materials by e-mail, please send a blank e-mail with the information that is
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Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before September 8, 2011 to facilitate timely delivery.
— How To Vote —
Please Choose One of the Following Voting Methods
| Vote In Person: At the meeting, you will need to request a ballot to vote these shares. |
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Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow
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Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. |
| Voting Items |
| The Board of Directors recommends you vote “FOR ALL” on proposal 1. |
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| 1. | To elect a full Board of 12 directors from the named director nominees to serve until the next annual meeting of shareholders and until their successors are elected and qualified. The 12 director nominees are as follows: | |||||||||
| Nominees:
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| 01) | Leonard L. Berry | 07) | William M. Lewis, Jr. | |||||||
| 02) | Odie C. Donald | 08) | Senator Connie Mack, III | |||||||
| 03) | Christopher J. Fraleigh | 09) | Andrew H. Madsen | |||||||
| 04) | Victoria D. Harker | 10) | Clarence Otis, Jr. | |||||||
| 05) | David H. Hughes | 11) | Michael D. Rose | |||||||
| 06) | Charles A. Ledsinger, Jr. | 12) | Maria A. Sastre | |||||||
The Board of Directors recommends you vote “FOR” proposals 2 and 3.
| 2. | To approve the amended Darden Restaurants, Inc. Employee Stock Purchase Plan. |
| 3. | To approve an advisory resolution on executive compensation. |
The Board of Directors recommends you vote “1 YEAR” on proposal 4.
| 4. | To provide an advisory vote on the frequency of future advisory votes on executive compensation. |
The Board of Directors recommends you vote “FOR” proposal 5.
| 5. | To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending May 27, 2012. |
NOTE: To transact such other business, if any, as may properly come before the meeting and any adjournment.
