DRI - Q1 Earnings Release


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: September 22, 2011
(Date of earliest event reported)
 
DARDEN RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
 
Commission File Number: 1-13666
 
 
 
 
Florida
 
59-3305930
(State or other jurisdiction of incorporation)
 
(IRS Employer Identification No.)
1000 Darden Center Drive, Orlando, Florida 32837
(Address of principal executive offices, including zip code)
(407) 245-4000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 2.02
Results of Operations and Financial Condition.
Darden Restaurants, Inc. (the “Company”) issued a news release dated September 28, 2011, entitled “Darden Restaurants Reports First Quarter Diluted Net Earnings Per Share Of 78 Cents; Declares A Quarterly Dividend Of 43 Cents Per Share,” a copy of which is furnished as Exhibit 99 to this Current Report on Form 8-K.
The information in this Item 2.02 in this Current Report on Form 8-K, including Exhibit 99 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 2.02 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 5.07
Submission of Matters to a Vote of Security Holders
 2
(a)
The Company's Annual Meeting of Shareholders was held on September 22, 2011 in Orlando, Florida.

(b)
The name of each director elected at the meeting, a brief description of each other matter voted upon, and the voting results, are provided below. At the Annual Meeting, the shareholders took the following actions:

(i)
Elected a full Board of twelve directors to serve until the next annual meeting of shareholders and until their successors are elected and qualified:                
 
For
 
Withheld
 
Broker
Non-Votes
Leonard L. Berry
99,338,431
 
2,065,814
 
12,824,120
Odie C. Donald
97,422,334
 
3,981,911
 
12,824,120
Christopher J. Fraleigh
96,472,638
 
4,931,607
 
12,824,120
Victoria D. Harker
99,520,615
 
1,883,630
 
12,824,120
David H. Hughes
99,448,949
 
1,955,296
 
12,824,120
Charles A. Ledsinger, Jr.
99,424,398
 
1,979,847
 
12,824,120
William M. Lewis, Jr.
99,548,264
 
1,855,981
 
12,824,120
Senator Connie Mack, III
99,268,379
 
2,135,866
 
12,824,120
Andrew H. Madsen
97,726,912
 
3,677,333
 
12,824,120
Clarence Otis, Jr.
94,874,122
 
6,530,123
 
12,824,120
Michael D. Rose
96,148,227
 
5,256,018
 
12,824,120
Maria A. Sastre
94,444,183
 
6,960,062
 
12,824,120

(ii)
Approved the amended Employee Stock Purchase Plan.
For
100,006,028

Against
1,179,388

Abstain
218,829

Broker Non-Vote
12,824,120







(iii)
Approved an advisory vote on Executive Compensation.            
For
98,533,628

Against
2,279,846

Abstain
590,771

Broker Non-Vote
12,824,120

        
(iv)
Approved one year as the frequency of future advisory votes on Executive Compensation.
One Year
78,114,745

Two Years
1,482,673

Three Years
21,593,036

Abstain
213,791

Broker Non-Vote
12,824,120

    
In accordance with the voting results on this proposal, and the recommendation of the Company's Board of Directors in its 2011 Proxy Statement, the Company will include an advisory shareholder vote on executive compensation in its proxy materials every year until the next shareholder vote on the frequency of the vote to approve executive compensation.


(v)
Ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending May 27, 2012.
For
110,721,488

Against
3,220,613

Abstain
286,264

Broker Non-Vote
0






Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number
  
Description
99
  
News release dated September 28, 2011, entitled “Darden Restaurants Reports First Quarter Diluted Net Earnings Per Share Of 78 Cents; Declares A Quarterly Dividend Of 43 Cents Per Share.”





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
DARDEN RESTAURANTS, INC.
 
 
By:
/s/ C. Bradford Richmond
 
C. Bradford Richmond
 
Senior Vice President and Chief Financial Officer
Date: September 28, 2011




EXHIBIT INDEX
 
Exhibit
Number
  
Description of Exhibit
99
  
News release dated September 28, 2011, entitled “Darden Restaurants Reports First Quarter Diluted Net Earnings Per Share Of 78 Cents; Declares A Quarterly Dividend Of 43 Cents Per Share.”