UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 16, 2005
Darden Restaurants, Inc.
(Exact Name of Registrant as Specified in Charter)
Florida 1-13666 59-3305930
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
5900 Lake Ellenor Drive, Orlando, Florida 32809
(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code): (407) 245-4000
Not Applicable
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(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 1.01 Entry into a Material Definitive Agreement.
On June 16, 2005, the Compensation Committee of the Board of Directors of
Darden Restaurants, Inc. (the "Company") approved amendments to the forms of
Non-Qualified Stock Option Agreement, Restricted Stock Award Agreement,
Restricted Stock Units Award Agreement (United States), Restricted Stock Units
Award Agreement (Canada), Darden Stock Units Award Agreement (United States) and
Darden Stock Units Award Agreement (Canada) under the Company's 2002 Stock
Incentive Plan. Each of the forms of award agreements was amended to reflect
updated change of control provisions, and the form of Restricted Stock Award
Agreement was amended to add a share deposit feature. Copies of the amended
forms of award agreements are filed as Exhibits 10.1(a) - (f) to this Current
Report on Form 8-K.
Item 2.02 Results of Operations and Financial Condition.
The Company issued a news release dated June 20, 2005, entitled "Darden
Restaurants Reports Annual and Fourth Quarter Diluted Net Earnings Per Share," a
copy of which is furnished herewith as Exhibit 99 to this Current Report on Form
8-K.
The information under 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.
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Item 9.01 Financial Statements and Exhibits.
(C) Exhibits.
The following exhibits are being furnished with this Current Report:
Exhibit Number
(by reference to
Item 601 of
Regulation S-K) Description of Exhibit
10(a) Form of Non-Qualified Stock Option Award Agreement
under the Darden Restaurants, Inc. 2002 Stock
Incentive Plan.
10(b) Form of Restricted Stock Award Agreement under the
Darden Restaurants, Inc. 2002 Stock Incentive Plan.
10(c) Form of Restricted Stock Units Award Agreement (US)
under the Darden Restaurants, Inc. 2002 Stock
Incentive Plan.
10(d) Form of Restricted Stock Units Award Agreement
(Canada) under the Darden Restaurants, Inc. 2002
Stock Incentive Plan.
10(e) Form of Darden Stock Units Award Agreement (US) under
the Darden Restaurants, Inc. 2002 Stock Incentive
Plan.
10(f) Form of Darden Stock Units Award Agreement (Canada)
under the Darden Restaurants, Inc. 2002 Stock
Incentive Plan.
99 Press Release dated June 20, 2005, entitled "Darden
Restaurants Reports Annual and Fourth Quarter Diluted
Net Earnings Per Share."
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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.
Date: June 20, 2005
DARDEN RESTAURANTS, INC.
By: /s/ Paula J. Shives
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Name: Paula J. Shives
Title: Senior Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
10(a) Form of Non-Qualified Stock Option Award Agreement under the Darden
Restaurants, Inc. 2002 Stock Incentive Plan.
10(b) Form of Restricted Stock Award Agreement under the Darden
Restaurants, Inc. 2002 Stock Incentive Plan.
10(c) Form of Restricted Stock Units Award Agreement (US) under the
Darden Restaurants, Inc. 2002 Stock Incentive Plan.
10(d) Form of Restricted Stock Units Award Agreement (Canada) under the
Darden Restaurants, Inc. 2002 Stock Incentive Plan.
10(e) Form of Darden Stock Units Award Agreement (US) under the Darden
Restaurants, Inc. 2002 Stock Incentive Plan.
10(f) Form of Darden Stock Units Award Agreement (Canada) under the
Darden Restaurants, Inc. 2002 Stock Incentive Plan.
99 Press Release dated June 20, 2005, entitled "Darden Restaurants
Reports Annual and Fourth Quarter Diluted Net Earnings Per Share."
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