Current Report
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: November 2, 2009
(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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 2, 2009, the Board of Directors of Darden Restaurants, Inc. (the “Company”) increased the number of directors of the Company from 11 to 12, and elected Victoria D. Harker to serve as a director, all effective November 2, 2009, as further described in the press release dated November 2, 2009, entitled “Darden Restaurants, Inc. Announces New Board Member,” a copy of which is furnished herewith as Exhibit 99 to this Current Report on Form 8-K. The Board also appointed Ms. Harker to serve on its Audit Committee.
The Board determined that, in its judgment, Ms. Harker satisfies the requirements for “independence” set forth in the Company’s Corporate Governance Guidelines and the applicable rules of the New York Stock Exchange. There were no arrangements or understandings pursuant to which Ms. Harker was elected or any relationships or related transactions between the Company and Ms. Harker of the type required to be disclosed under applicable Securities and Exchange Commission (“SEC”) rules. As a non-employee director, Ms. Harker will receive the compensation under the Company’s Director Compensation Program described on pages 14-16 of the Company’s Proxy Statement filed with the SEC on August 18, 2009, the description of which is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit
|
Description |
|
| 99 | Press Release dated November 2, 2009, entitled “Darden Restaurants, Inc. Announces New Board Member.” | |
2
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 / P AULA J. S HIVES | |
|
Paula J. Shives Senior Vice President, General Counsel and Secretary |
||
Date: November 2, 2009
3
EXHIBIT INDEX
|
Exhibit
|
Description of Exhibit |
|
|
99 |
Press Release dated November 2, 2009 entitled “Darden Restaurants, Inc. Announces New Board Member.” | |
4
Exhibit 99
Red Lobster ® Olive Garden ® LongHorn Steakhouse ®
The Capital Grille ® Bahama Breeze ® Seasons 52 ®
| FOR IMMEDIATE RELEASE | ||||||
| Contacts: | (Analysts) Matthew Stroud | 407-245-6458 | ||||
| (Media) Rich Jeffers | 407-245-4189 |
Darden Restaurants, Inc. Announces New Board Member
ORLANDO, Fla., November 2, 2009 – Darden Restaurants, Inc. (NYSE: DRI) has elected Victoria D. Harker, executive vice president and chief financial officer of The AES Corporation, to its board of directors effective November 2, 2009. AES is a Fortune 500 global power company with generation and distribution businesses.
“Victoria Harker brings a wealth of leadership experience and a diverse perspective to our board of directors,” said Clarence Otis, Darden’s chairman and chief executive officer. “Her expertise in all aspects of financial management and corporate strategy will be tremendous assets to our board and to our company as we continue to grow our industry-leading portfolio of brands.”
Harker, 44, has served as executive vice president and chief financial officer for AES since 2006.
“Darden’s brands are well-known and well-respected throughout the industry. I look forward to working with the board as Darden continues to execute its growth strategy,” said Harker.
Before joining AES, Harker served as the acting chief financial officer and treasurer of MCI from November 2002 through January 2006, and chief financial officer of MCI Group, a unit of World Com Inc., from 1998 to 2002. Prior to that, she held several positions at MCI in the areas of finance, information technology and operations.
About Darden Restaurants
Darden Restaurants, Inc. (NYSE: DRI), the world’s largest full-service restaurant company, owns and operates nearly 1,800 restaurants that generate more than $7 billion in annual sales. Headquartered in Orlando, and employing 180,000 people, Darden is recognized for a culture that rewards caring for and responding to people. Our restaurant brands – Red Lobster, Olive Garden, LongHorn Steakhouse, The Capital Grille, Bahama Breeze and Seasons 52 – reflect the rich diversity of those who dine with us. Our brands are built on deep insights into what our guests want. For more information, please visit www.darden.com.
# # #
Darden Restaurants: General