DEF 14A of Darden Restaurants Inc, Aug 7, 2023

DEF 14A of Darden Restaurants Inc

Filed Aug 7, 2023 · FY20230001193125-23-204713

Open on EDGAR

  1. Director Highlights

    Director Highlights

  2. Director Highlights

    | Our Directors |

  3. Director Highlights

    | | | | Committee Memberships | | | | | Nominees for Election at 2023 Meeting and Primary Occupation | Age | Director Since | A | C | F | N | | MARGARET SHÂN ATKINS Retired Co-Founder and Managing Director, Chetrum Capital LLC | 66 | 2014 | ¡ | | | ¡ | | RICARDO CARDENAS President and Chief Executive Officer, Darden Restaurants, Inc. | 55 | 2022 | | | | | | JULIANA L. CHUGG Retired Executive Vice President and Chief Brand Officer, Mattel, Inc. | 55 | 2022 | ¡ | | | ¡ | | JAMES P. FOGARTY CEO, FULLBEAUTY Brands, Inc. | 55 | 2014 | | ● | ¡ | | | CYNTHIA T. JAMISON Retired turnaround CFO | 63 | 2014 | ● | ¡ | ¡ | | | NANA MENSAH Chairman and Chief Executive Officer, ‘XPORTS, Inc. | 71 | 2016 | | ¡ | ● | | | WILLIAM S. SIMON Senior Advisor to KKR & Co. | 63 | 2014 | ¡ | | | ● | | CHARLES M. SONSTEBY Retired Vice Chairman, The Michaels Companies, Inc. | 69 | 2014 | ¡ | ¡ | ¡ | ¡ | | TIMOTHY J. WILMOTT Retired Chief Executive Officer, Penn National Gaming, Inc. | 65 | 2018 | | ¡ | | ¡ | | Director Retiring After the 2023 Annual Meeting Primary Occupation | Age | Director Since | | | | | | Eugene I. Lee, Jr. Chairman of the Board Retired Executive Chairman and CEO, Darden Restaurants, Inc, | 63 | 2015 | | | | |

  4. Director Highlights

    A = Audit C = Compensation F = Finance N = Nominating and Governance ● = Chair ¡ = Member

  5. Corporate Governance Guidelines

    | • | Director compensation; |

  6. Corporate Governance Guidelines

    | • | An annual performance evaluation of the Board and each of the Board committees, and an even more in-depth performance evaluation of the Board led by an outside consultant no less often than every two years. |

  7. Election of Nine Directors from the Named Director Nominees

    Election of Nine Directors from the Named Director Nominees Our Board of Directors currently has ten members, and each director stands for election every year. As discussed above, on June 20, 2023, Mr. Lee informed the Board that he would be not standing for re-election and is retiring from the Board of Directors at this meeting. Also on June 20, 2023, the Board resolved that upon Mr. Lee’s retirement, the number of directors will be reduced to nine. The Nominating and Governance Committee believes that a nine member Board of Directors will be appropriate for Darden. In keeping with good governance practices, the Board will continue to seek a diversity of talent and experience to draw upon and to ensure its ability to appropriately staff committees of the Board. The Board also will continue to self-evaluate and to consider various matters as to its size. As appropriate, the Board may determine to increase or decrease its size, including in order to accommodate the availability of an outstanding candidate. The following nine director nominees are standing for election at this 2023 Annual Meeting of Shareholders to hold office until the 2024 Annual Meeting of Shareholders or until their successors are elected and qualified. All were nominated at the recommendation of our Nominating and Governance Committee and all have previously served on the Board. Each of the director nominees has consented to being named in this Proxy Statement and to serve as a director if elected. If a director nominee is not able to serve, proxies may be voted for a substitute nominated by the Board. However, we do not expect this to occur.

  8. Election of Nine Directors from the Named Director Nominees

    | ✓ | Your Board recommends that you vote FOR each of the nominees to the Board. |

  9. Board Nominees

    Board Nominees The following information is as of the date of this Proxy Statement. Included is information provided by each nominee, such as his or her age, all positions currently held, principal occupation and business experience for the past five years, and the names of other publicly-held companies of which he or she currently serves as a director or has served as a director during the past five years. In addition to the specific information presented below regarding the experience, qualifications, attributes and skills that led our Board to the conclusion that the nominee should serve as a director, we also believe that each of our director nominees has a reputation for integrity, honesty and adherence to high ethical standards. Darden’s mission is to be financially successful through great people consistently delivering outstanding food, drinks and service in an inviting atmosphere making every guest loyal. This mission is supported by our core values of integrity and fairness, respect and caring, inclusion and diversity, always learning – always teaching, being “of service,” teamwork and excellence. As noted in our Corporate Governance Guidelines, our directors should reflect these core values, possess the highest personal and professional ethics, and be committed to representing the long-term interests of our shareholders. They must also have an inquisitive and objective perspective, practical wisdom and mature judgment.

  10. Board Summary

    Board Summary

  11. 9 Nominees

    9 Nominees Our Board’s composition reflects our core value of inclusion and diversity along many metrics of diversity, reflecting racial and ethnic diversity, gender diversity and a wide diversity of areas of expertise and experience, as reflected in the graphics below.

  12. 9 Nominees

    | Independence | Racial/Ethnic Diversity | Gender Diversity | Tenure | | | | | |

  13. Board Nominee Experience and Expertise Matrix

    Board Nominee Experience and Expertise Matrix

  14. Board Nominee Experience and Expertise Matrix

    | | | | | | | | | | | | OPERATIONAL AND FUNCTIONAL EXPERIENCE AND EXPERTISE | | | | | | | | | | | Restaurant Industry | ¡ | ● | | ¡ | ● | ● | ● | ● | ¡ | | Retail or Hospitality Operations | ● | ● | ● | ● | ● | ● | ● | ● | ¡ | | Consumer Marketing/Brand Building | ● | ¡ | ● | ● | | ● | ● | ¡ | ¡ | | Information Technology / Cybersecurity | ¡ | ● | | ● | ● | | ● | ¡ | ● | | Supply Chain/Logistics | ¡ | | ¡ | ¡ | | | ● | ● | | | Real Estate Development | | ¡ | | ¡ | | ¡ | ¡ | ¡ | ¡ | | Franchising | ¡ | | | ¡ | ● | ● | ¡ | ● | | | Mergers and Acquisitions/Business Development | ● | ● | | ● | ¡ | ● | ● | ● | ● | | Corporate Governance | ● | | ¡ | | ● | ¡ | ¡ | ● | ¡ | | International Operations | ¡ | | ¡ | ¡ | | ● | ● | ● | | | Finance and Accounting | ● | ● | | ● | ● | | | ● | ¡ | | Human Resources / Human Capital Management | ¡ | | ● | ¡ | ¡ | ¡ | | ¡ | ● | | Legal | | | | | ¡ | | | ¡ | | | Public Policy | | | | | | | ¡ | ¡ | ¡ | | Social and Environmental Responsibility | ¡ | | ¡ | | | | | ¡ | |

  15. Board Nominee Experience and Expertise Matrix

    ● = Cornerstone element of career success ¡ = Meaningful involvement during career, including directorships

  16. Biographies

    Biographies

  17. Biographies

    | | | MARGARET SHÂN ATKINS Ms. Atkins is a retired consumer and retail executive. She was most recently Co-Founder and Managing Director of Chetrum Capital LLC, a private investment firm, a position she held from 2001 through 2017. Prior to founding Chetrum, she spent most of her executive career in the consumer/retail sector, including various positions with Sears, Roebuck & Co., a major North American retailer where she was promoted to Executive Vice President in 1999, and fourteen years with Bain & Company, an international management consultancy, where she was a leader in the global consumer and retail practice. She began her career as a public accountant at what is now PricewaterhouseCoopers LLP, a major accounting firm, and holds designations as a Chartered Professional Accountant and Chartered Accountant (Ontario) and as a Certified Public Accountant (Illinois). She also holds the highest level of certification as a professional director in both the USA (NACD.DC) and Canada (ICD.D). Current Public Directorships: • SpartanNash Company, a national grocery wholesaler/retailer and distributor of food products to the worldwide U.S. military commissary system, since 2003 • Aurora Cannabis, Inc., one of the world’s largest and leading cannabis companies, since 2019 Prior Public Board Service Within the Past Five Years: • SunOpta, Inc., a North American manufacturer of natural and organic food products, from 2014 to 2019 • LSC Communications, Inc., a leading provider of long and short-run printing services to the book, catalog and magazine publishing industries, from 2016 to 2021 Qualifications: The Nominating and Governance Committee concluded that Ms. Atkins is qualified and should serve, in part, because of her retail industry, operations, strategic planning and financial expertise, and public-company director experience. | | Age 66 | Tenure 8 | | | Independent Director Director since 2014 | | | | Darden Committees: • Audit • Nominating and Governance | | | | | | RICARDO (RICK) CARDENAS Mr. Cardenas was named President and Chief Executive Officer and elected to the Board of Directors effective May 2022. Prior to that, Mr. Cardenas served as our President and Chief Operating Officer from January 2021 to May 2022 and Senior Vice President, Chief Financial Officer from March 2016 to January 2021. He was Senior Vice President, Chief Strategy Officer of the Company from September 2015 to March 2016, prior to which he served as Senior Vice President, Finance, Strategy and Technology from 2014 to 2015. He was Executive Vice President of Operations for LongHorn Steakhouse from 2013 to 2014 and Senior Vice President of Operations for LongHorn Steakhouse’s Philadelphia Division from 2012 to 2013. He served as Senior Vice President of Finance for Red Lobster, which the Company previously owned, from 2010 to 2012. Mr. Cardenas originally joined the Company in 1984 as an hourly employee and served in various positions of increasing responsibility, including Vice President of Finance for Olive Garden, prior to the positions described above. Current Public Directorships: • Tractor Supply Company, an operator of retail farm and ranch stores, since 2019 Prior Public Board Service Within the Past Five Years: None Qualifications: The Nominating and Governance Committee concluded that Mr. Cardenas is qualified and should serve, in part, because of his extensive senior management and leadership experience with our Company. | | Age 55 | Tenure 1.5 | | | President and Chief Executive Officer Director since 2022 | | | | Darden Committees: • None | | |

  18. Biographies

    | | | JULIANA L. CHUGG Ms. Chugg is the retired Executive Vice President and Chief Brand Officer of Mattel, Inc. a leading global toy company and owner of a portfolio of children’s and family entertainment franchises, a position she held from 2015 through 2018. Prior to that, she served as Partner of Noble Endeavors LLC during 2015. Ms. Chugg has also served in various leadership roles at General Mills, Inc. and its predecessor Pillsbury from 1996 through 2014, including serving as Senior Vice President of General Mills, Inc. and President of the Meals division from 2010 through 2014. Current Public Directorships: • VF Corporation, one of the world’s largest apparel, footwear and accessories companies, since 2009 • MasterBrand Inc., the largest residential cabinet manufacturer in North America, since 2022 Prior Public Board Service Within the Past Five Years: • Kontoor Brands, Inc., a global lifestyle apparel company, from 2019 through 2021 • Caesars Entertainment Corporation, a global leader in gaming and hospitality, from 2018 through 2020 Qualifications: The Nominating and Governance Committee concluded that Ms. Chugg is qualified and should serve, in part, because of her retail and food industry brand management, marketing, operations and strategic planning expertise, and public-company director experience. | | Age 55 | Tenure 1.5 | | | Independent Director Director since 2022 | | | | Darden Committees: • Audit • Nominating and Governance | | | | | | JAMES P. FOGARTY Mr. Fogarty has been the CEO at FULLBEAUTY Brands, Inc., a privately-held branded multi-channel retailer focused on fashion apparel and home goods for plus-sized women and men, since June 2019. Previously, he was the CEO and a director of Orchard Brands, a multi-channel marketer of apparel and home products, from 2011 until its sale in 2015, at which time he became a Senior Advisor to Bluestem Group Inc., the acquirer of Orchard Brands, through 2015. Prior to that, Mr. Fogarty was a private investor from 2010 to 2011. From 2009 until 2010, Mr. Fogarty was President, CEO and director of Charming Shoppes, Inc., a multi-brand, specialty apparel retailer. Other prior executive positions held by Mr. Fogarty include Managing Director of Alvarez & Marsal, an independent global professional services firm, from 1994 until 2009, President and COO of Lehman Brothers Holdings (subsequent to its Chapter 11 bankruptcy filing) from 2008 until 2009, President and CEO of American Italian Pasta Company, the largest producer of dry pasta in North America, from 2005 through 2008, CFO of Levi Strauss & Co., a brand-name apparel company, from 2003 until 2005, and from 2001 through 2003, he served as Senior Vice President and CFO and for a period as a director of The Warnaco Group, a global apparel maker. Current Public Directorships: None Prior Public Board Service Within the Past Five Years: • Assertio Therapeutics, Inc. (formerly known as Depomed Inc.), a specialty pharmaceutical company, Chairman of the Board from 2016 to 2020 through its merger with Zyla Life Sciences Qualifications: The Nominating and Governance Committee concluded that Mr. Fogarty is qualified and should serve, in part, because of his operational and turnaround experience, and his significant executive officer and director experience at a variety of public and private companies. | | Age 55 | Tenure 8 | | | Independent Director Director since 2014 | | | | Darden Committees: • Compensation (Chairperson) • Finance | | |

  19. Biographies

    | | | CYNTHIA T. JAMISON Ms. Jamison is a retired turnaround CFO. She most recently served as CFO of AquaSpy, Inc. from 2010 to 2013. Prior to AquaSpy she held six other CFO and/or COO roles in both public and private companies as a Partner with Tatum, LLC, an executive services firm focusing exclusively on providing interim CFO Services to public and private equity companies. She also led the CFO Practice at Tatum for four years where she had responsibility for over 300 CFO Partners and sat on the firm’s Operating Committee. Prior to joining Tatum, she served as CFO of Chart House Enterprises, a publicly traded restaurant company, from 1998-1999 and previously held various executive positions at Allied Domecq Retailing USA, Kraft General Foods, and Arthur Andersen. She holds the designation of Certified Public Accountant (Illinois); in addition, she is an NACD Fellow and a frequent faculty member at NACD Master Classes. She recently completed a four year appointment to the Financial Accounting Standards Advisory Council (FASAC), an Advisory Board to FASB. Current Public Directorships: • The ODP Corporation, parent of Office Depot, Inc., a global supplier of office products and services, since 2013 • Big Lots, Inc. (Non-Executive Chairman), a discount retailer, since 2015 Prior Public Board Service Within the Past Five Years: • Tractor Supply Company, an operator of retail farm and ranch stores, from 2002 to 2023 Qualifications: The Nominating and Governance Committee concluded that Ms. Jamison is qualified and should serve, in part, because of her status as a financial expert and experienced audit committee member and chair, as well as her senior management, leadership, financial and strategic planning, corporate governance and public company executive compensation experience. | | Age 63 | Tenure 8 | | | Independent Director Director since 2014 | | | | Darden Committees: • Audit (Chairperson) • Compensation • Finance | | | | | | NANA MENSAH Mr. Mensah has been the Chairman and Chief Executive Officer of ‘XPORTS, Inc., a privately held company that exports food packaging and food processing equipment to distributors and wholesalers outside of the United States, since 2005, and previously served as Chief Executive Officer during 2003 and from 2000 through 2002. He has extensive experience as a restaurant operations executive including serving as the Chief Operating Officer of Church’s Chicken, a division of AFC Enterprises, Inc. and one of the world’s largest quick-service restaurant chains, from 2003 to 2004, and as President and Chief Operating Officer of Long John Silver’s Restaurants, Inc., the world’s largest chain of seafood quick-service restaurants, from 1997 until it was sold in 1999. Additionally, Mr. Mensah has served as President, U.S. Tax Services of H&R Block Inc., a tax, mortgage and financial services company, from January 2003 until March 2003. Current Public Directorships: None Prior Public Board Service Within the Past Five Years: • Reynolds American, Inc., the parent company of R.J. Reynolds Tobacco Company, the second-largest U.S. tobacco company, and of other companies that manufacture or sell tobacco, smokeless tobacco, nicotine replacement therapy and digital vapor products, from 2004 to 2017 Qualifications: The Nominating and Governance Committee concluded that Mr. Mensah is qualified and should serve, in part, because of his extensive experience in the restaurant industry, including operating, turnaround, international and mergers and acquisitions and his experience as a public company director. | | Age 71 | Tenure 6 | | | Independent Director Director since 2016 | | | | Darden Committees: • Compensation • Finance (Chairperson) | | |

  20. Biographies

    | | | WILLIAM S. SIMON Mr. Simon has been Senior Advisor to KKR & Co., an investment firm, since 2014, and President of WSS Venture Holdings, LLC, a consulting and investment company, since 2014. Mr. Simon is the former Executive Vice President of Wal-Mart Stores, Inc., a global retailer, and former President and CEO of Walmart U.S., the largest division of Wal-Mart Stores, Inc., which consists of retail department stores, from 2010 to 2014. Mr. Simon also served as Executive Vice President and COO of Walmart U.S. from 2007 to 2010 and Executive Vice President of Professional Services and New Business Development from 2006 to 2007. Prior to joining Walmart, Mr. Simon held senior executive positions at Brinker International, Inc., a casual dining restaurant company, Diageo North America, Inc., a multinational alcoholic beverages company, and Cadbury Schweppes plc, a multinational confectionery company. Mr. Simon also served as Secretary of the Florida Department of Management Services and served 25 years in the U.S. Navy and Naval Reserves. Current Public Directorships: • HanesBrands Inc., a global manufacturer of apparel, since 2021 Prior Public Board Service Within the Past Five Years: • Anixter International, Inc., a global distributor of communication and security products, electrical wire and cable, from 2019 to 2020 • Chico’s FAS, Inc., an apparel retailer, from 2016 to 2021 • GameStop Corp., a global video game retailer, from 2020 to 2021 • Academy Sports and Outdoors, Inc., a premier sports, outdoor and lifestyle retailer, from 2020 to 2021 • Equity Distribution Acquisition Corp., a special purpose acquisition company, from 2020 to 2022 Qualifications: The Nominating and Governance Committee concluded that Mr. Simon is qualified and should serve, in part, because of his senior level executive experience in large, complex, retailing and global brand management companies and his extensive experience in retail operations, food service and restaurants, as well as consumer packaged goods. | | Age 63 | Tenure 10 | | | Independent Director Director since 2014; previously served from 2012 until 2014 and rejoined in October 2014 | | | | Darden Committees: • Audit • Nominating and Governance (Chairperson) | | | | | | CHARLES M. SONSTEBY Mr. Sonsteby is the retired Vice Chairman of The Michaels Companies, Inc., the largest arts and crafts specialty retailer in North America and parent company of Michaels Stores, Inc., a role he held from June 2016 until his retirement in October 2017. He had served as CFO and Chief Administrative Officer of that company and its predecessor from 2010 to 2016. Prior to that, Mr. Sonsteby served as the CFO and Executive Vice President of Brinker International, Inc., a casual dining restaurant company, from 2001 to 2010. He joined Brinker in 1990 as Director of the Tax, Treasury and Risk Management departments and thereafter served in various capacities, including as Senior Vice President of Finance from 1997 to 2001 and as Vice President and Treasurer from 1994 to 1997. Current Public Directorships: • Valvoline, Inc., a producer and distributor of industrial and automotive lubricants and automotive chemicals, since 2016 Prior Public Board Service Within the Past Five Years: None Qualifications: The Nominating and Governance Committee concluded that Mr. Sonsteby is qualified and should serve, in part, because of his restaurant operations and executive leadership experience with several major brands, and his experience as a public company director. | | Age 69 | Tenure 8 | | | Lead Independent Director Director since 2014 | | | | Darden Committees: • Audit • Finance • Nominating and Governance | | |

  21. Biographies

    | | | TIMOTHY J. WILMOTT Mr. Wilmott is the retired Chief Executive Officer of Penn National Gaming, Inc., an operator or owner of gaming and racing facilities and video gaming terminal operations with a focus on slot machine entertainment, a role he held from 2013 until his retirement in December 2019. Prior to that, Mr. Wilmott served as President and Chief Operating Officer from 2008 to 2013. Prior to joining Penn National Gaming, Mr. Wilmott served as Chief Operating Officer of Harrah’s Entertainment, Inc. (now Caesars Entertainment, Inc.) from 2003 through 2007 and Division President, Eastern Division from 1997 to 2003. Prior to that, Mr. Wilmott held various management positions at Harrah’s properties from 1988 through 1997. Current Public Directorships: None Prior Public Board Service Within the Past Five Years: • Penn National Gaming, Inc., from 2014 to 2019 Qualifications: The Nominating and Governance Committee concluded that Mr. Wilmott is qualified and should serve, in part, because of his entertainment business operations and executive leadership experience, and his experience as a public company director. | | Age 65 | Tenure 4 | | | Independent Director Director since 2018 | | | | Darden Committees: • Compensation • Finance | | |

  22. Ratification of Appointment of Independent Registered Public Accounting Firm

    | • | The length of time that KPMG has served as our independent auditor, the benefits of maintaining a long-term relationship and controls and policies for ensuring that KPMG remains independent. |

  23. Board of Directors

    Board of Directors Meetings. At the 2022 Annual Meeting, the following ten directors were elected to the Company’s Board of Directors: Margaret Shân Atkins, Ricardo Cardenas, Juliana L. Chugg, James P. Fogarty, Cynthia T. Jamison, Eugene I. Lee, Jr., Nana Mensah, William S. Simon, Charles M. Sonsteby and Timothy J. Wilmott. During the fiscal year ended May 28, 2023, the Board met six times. For the period of his or her Board service in fiscal 2023, each incumbent director attended at least 75 percent of the aggregate of the total number of meetings of the Board and the standing committees on which the director served. Communications with Board. We believe that communication between the Board, shareholders and other interested parties is an important part of our corporate governance process. To this end, the Board has adopted Shareholder Communication Procedures that are available at www.darden.com under Investors — Governance. In general, shareholders and other interested parties may send communications to the attention of the Board, any individual director or the non-employee directors as a group, through the Lead Independent Director. Communications may be sent in writing or via email to: Charles M. Sonsteby, Lead Independent Director, Darden Restaurants, Inc., c/o Matthew R. Broad, Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary, 1000 Darden Center Drive, Orlando, Florida 32837, email: leaddirector@darden.com. The Corporate Secretary will act as agent for the Lead Independent Director in facilitating direct communications to the Board. The Corporate Secretary will review, sort and summarize the communications. The Corporate Secretary will not, however, “filter out” any direct communications from being presented to the Lead Independent Director without instruction from the Lead Independent Director, and in such event, any communication that has been filtered out will be made available to any non-employee director who asks to review it. The Corporate Secretary will not make independent decisions with regard to what communications are forwarded to the Lead Independent Director. The Corporate Secretary will send a reply to the sender of each communication acknowledging receipt of the communication. Identifying and Evaluating Director Nominees. Our Nominating and Governance Committee has adopted a Director Nomination Protocol that, together with our Bylaws, describes in detail the process we use to fill vacancies and add new members to the Board. The Protocol is available at www.darden.com under Investors — Governance, as Appendix A to the Nominating and Governance Committee charter. Under the Director Nomination Protocol, in general, while there are no specific minimum qualifications for nominees, any candidate for service on the Board should possess the highest personal and professional ethics and be committed to representing the long-term interests of our shareholders. Director candidates should be committed to our core values (integrity and fairness, respect and caring, inclusion and diversity, always learning – always teaching, being “of service,” teamwork and excellence) and have an inquisitive and objective perspective, practical wisdom, mature judgment and a wide range of experience in the business world. We also will consider the candidate’s independence under applicable NYSE listing standards and our Corporate Governance Guidelines. In identifying and evaluating nominees for the Board, the Board assesses the background of each candidate in a number of different ways including a wide variety of qualifications, attributes and other factors and recognizes that diverse viewpoints and experiences enhance the Board’s effectiveness. When reviewing and making initial recommendations on new candidates, the Nominating and Governance Committee considers how each prospective member’s unique background, expertise and experience will contribute to the Board’s overall perspective and ability to govern. In identifying or selecting nominees for the Board, the Company’s Corporate Governance Guidelines and the Director Nomination Protocol provide that the Company seeks Board members who will bring to the Board a deep and wide range of experience in the business world and who have diverse problem-solving talents. We seek people who have demonstrated high achievement in business or another field, so as to enable them to provide strategic support and guidance for the Company. The Company strives to maintain a Board that reflects gender, ethnic, racial and other diversity, and also fosters diversity of thought. Recruiting, hiring and nurturing the careers of women and minorities and increasing the diversity of our suppliers are top priorities, and the Company also intends to maintain the diversity of its Board. The Nominating and Governance Committee will identify potential candidates to recommend to the full Board and a search firm may be engaged to identify additional candidates and assist with initial screening. The Nominating and Governance Committee will ensure that the initial candidate pool for any vacancy on the Board, including any pool developed by a search firm, will include candidates with diversity of gender, race and/or ethnicity. The Nominating and Governance Committee and the Chairman of the Board will perform the initial screening and review the credentials of all candidates to identify candidates that they feel are best qualified to serve. The Chairman of the Nominating and Governance Committee, working with the Chairman of the Board, will obtain background and reference information, as appropriate, for the candidates under consideration. The Nominating and Governance Committee will review all available information concerning the candidates’ qualifications and, in conjunction with the Chairman of the Board, will identify the candidate(s) they feel are best qualified to serve on the Company’s Board. The Chairman of the Nominating and Governance Committee, the CEO, and the Chairman of the Board (or the Chairman of the Board’s delegate from the Board) will meet with the leading candidates to further assess their qualifications and fitness, and to determine their interest in joining the Board. Following the meeting, the Board member participants and the Chairman of the Board will make a recommendation concerning the candidate to the Nominating and Governance Committee, which will consider whether to recommend the candidate to the full Board for election. Director Candidates Recommended by Shareholders. The Nominating and Governance Committee will consider candidates recommended by shareholders. The procedures that shareholders should use to nominate directors are provided in our Bylaws. There are no differences in the manner of evaluation if the nominee is recommended by a shareholder. Director Attendance at Annual Meeting of Shareholders. Our Corporate Governance Guidelines provide that directors are expected to attend all scheduled Board and committee meetings and the annual meeting of shareholders. Each of the directors standing for reelection this year who was then in office attended the 2022 Annual Meeting.

  24. Board Committees and Their Functions

    | • | Periodically, as and when appropriate, recommend to the other independent directors who will, together with the Compensation Committee, review and approve the following as they affect the CEO and other employee directors: (a) any employment agreements and severance arrangements; (b) any change in control agreements and change in control provisions affecting any elements of compensation and benefits; and (c) any special or supplemental compensation and benefits, including supplemental retirement benefits and the perquisites provided during and after employment under a “plan” as defined under Item 402(a)(6)(ii) of the SEC’s Regulation S-K; |

  25. Board Committees and Their Functions

    | • | Periodically, as and when appropriate, review and approve the following as they affect the executive officers other than the CEO and other employee directors: (a) any employment agreements and severance arrangements; (b) any change in control agreements and change in control provisions affecting any elements of compensation and benefits; and (c) any special or supplemental compensation and benefits, including supplemental retirement benefits and the perquisites provided during and after employment under a “plan” as defined under Item 402(a)(6)(ii) of the SEC’s Regulation S-K; |

  26. Board Committees and Their Functions

    | • | Annually review and approve the performance measures and the performance targets for executive officers participating in the Company’s annual incentive bonus plans and long-term incentive plans and certify the performance results under such measures and targets; |

  27. Director Compensation

    Director Compensation

  28. Compensation of Non-Employee Directors

    Compensation of Non-Employee Directors The terms of the Director Compensation Program apply to all directors who are elected to the Board and are not employees of the Company or any of its subsidiaries. Directors who also are our employees do not receive additional compensation for serving on the Board. Shares for equity awards pursuant to the Director Compensation Program are drawn from our shareholder-approved equity compensation plan in effect at the time and pursuant to which we are authorized to grant share-based awards to directors. Currently, grants of share-based awards to directors are made from the 2015 Plan. All of our non-employee directors except Mr. Lee have been determined by the Board to be independent under applicable NYSE listings standards and our Corporate Governance Guidelines. Mr. Lee is considered “not independent” due to his previous employment as an executive officer of the Company. Our Nominating and Governance Committee periodically reviews our Director Compensation Program and recommends any changes to the Board for approval. The Nominating and Governance Committee acts with the assistance of Pearl Meyer and Partners, the Board’s independent compensation consultant. Pearl Meyer and Partners provides market data on director compensation programs at comparable companies, including companies in the peer groups described in the “Compensation Discussion and Analysis.”

  29. Current Director Compensation Program

    Current Director Compensation Program Our current Director Compensation Program, which has been in effect since September 2022, is set forth below.

  30. Current Director Compensation Program

    | Directors receive the following compensation amounts in accordance with each of the roles in which they serve on the Board: | | | All directors: | An annual cash retainer of $95,000. | | | An annual equity grant, which will be paid 100 percent in the form of restricted stock units (RSUs) and will have a fair market value of $160,000 at the date of grant. | | Committee Chairs: | An annual cash retainer of: | | Audit | $35,000 | | Compensation | $25,000 | | Nominating and Governance | $20,000 | | Finance | $15,000 | | Committee Members: | An annual cash retainer of: | | Audit | $17,500 | | Compensation | $12,500 | | Nominating and Governance | $10,000 | | Finance | $7,500 | | Lead Independent Director: | An annual equity grant, which will be paid 100 percent in the form of RSUs and will have a fair market value of $60,000 at the date of grant. | | Chairman of the Board: | An annual equity grant, which will be paid 100 percent in the form of RSUs and will have a fair market value of $200,000 at the date of grant. |

  31. Current Director Compensation Program

    The annual cash retainers are due and paid quarterly, in arrears, unless the director elects to defer the payment. Directors may elect to receive, in lieu of their cash compensation, immediately vested RSUs of equal value to the foregone cash fees. If the director chooses to defer payment by receiving RSUs, he or she will receive dividend equivalents on such RSUs. For the annual equity grant delivered in RSUs, the number of RSUs received equals the award value divided by the fair market value of our common stock on the date of grant. The RSUs vest on the earlier of (i) the first anniversary of the grant date or (ii) the date of the next annual meeting of shareholders. A director may elect to defer receipt of these RSUs until completion of Board service. Directors receive dividend equivalents on the RSUs to the extent the RSUs vest. The annual cash retainers and equity grants are pro-rated for directors who serve only a portion of the fiscal year. Each of our directors is required to own the Company’s common shares with a value of at least five times the annual Board cash retainer, with a mandatory hold on all shares until the ownership guideline is achieved. However, the directors may sell enough shares to pay taxes in connection with their awards, even if the ownership guideline has not yet been achieved. As of May 28, 2023, all of the directors were in compliance with the stock ownership guidelines. The Company reimburses directors for travel to Board meetings and related expenses, and for costs incurred in connection with attending continuing education programs. In addition, the Company provides a dining benefit to our directors because we believe it is important for our directors to experience dining in our restaurants in order to better perform their duties to our Company.

  32. Fiscal 2023 Compensation of Non-Employee Directors

    Fiscal 2023 Compensation of Non-Employee Directors The table below sets forth, for each person who served as a non-employee director during fiscal 2023, the amount of fees earned or paid in cash, stock awards granted and all other compensation for his or her service in fiscal 2023. Fees earned that were paid in the form of RSUs are detailed in the notes to the table.

  33. Fiscal 2023 Compensation of Non-Employee Directors

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation ($) | All Other Compensation ($)(3) | Total ($) | | M. Shân Atkins | 121,717 | 160,030 | — | — | — | — | 281,747 | | Juliana L. Chugg | 121,717 | 160,030 | — | — | — | — | 281,747 | | James P. Fogarty | 125,934 | 160,030 | — | — | — | 4,799 | 290,763 | | Cynthia T. Jamison | 147,651 | 160,030 | — | — | — | — | 307,681 | | Eugene I. Lee, Jr. (4) | 65,247 | 359,970 | — | — | — | — | 425,217 | | Nana Mensah | 121,717 | 160,030 | — | — | — | 4,799 | 286,546 | | William S. Simon | 131,717 | 160,030 | — | — | — | 4,799 | 296,546 | | Charles M. Sonsteby | 132,349 | 220,025 | — | — | — | — | 352,734 | | Timothy J. Wilmott | 115,000 | 160,030 | — | — | — | — | 275,030 |

  34. Fiscal 2023 Compensation of Non-Employee Directors

    | (1) Includes all fees earned, including annual Board retainer, committee chair retainers and committee member retainers. |

  35. Fiscal 2023 Compensation of Non-Employee Directors

    The annual retainers were payable pro rata at the end of each fiscal quarter and the amounts shown may have been delivered as cash or RSUs. The RSUs granted in lieu of cash fees are immediately vested, however the settlement of the RSUs may be deferred. Amounts received as RSUs in lieu of cash fees were as follows: Ms. Chugg, 845 units with a market value of $121,391; Mr. Sonsteby, 183 units with a market value of $26,213; Mr. Wilmott, 799 units with a market value of $114,707. The number of units delivered is based on the amount of compensation earned divided by the closing price for our common stock on the NYSE on the grant date.

  36. Fiscal 2023 Compensation of Non-Employee Directors

    | (2) Amounts in this column represent the grant date fair value of awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (ASC Topic 718) for fiscal 2023. The stock award is delivered in RSUs which vest on the earlier of (i) the first anniversary of the grant date or (ii) the date of the next annual meeting of shareholders. Mr. Lee, as Chairman of the Board, received an annual RSU award of 2,742 units on September 21, 2022 with a fair market value of $359,970 based on the closing price of our common stock ($131.28) on the NYSE on September 21, 2022. Mr. Sonsteby, as Lead Independent Director, received an annual RSU award of 1,676 units on September 21, 2022 with a fair market value of $220,025 based on the closing price of our common stock ($131.28) on the NYSE on September 21, 2022. All other directors received an annual RSU award of 1,219 units on September 21, 2022 with a fair market value of $160,030 based on the closing price of our common stock ($131.28) on the NYSE on September 21, 2022. Except for Messrs. Fogarty, Mensah and Simon, all directors chose to defer the settlement date for issuance of stock under these RSUs. |

  37. Fiscal 2023 Compensation of Non-Employee Directors

    The aggregate number of shares subject to outstanding stock-based awards as of May 28, 2023 for each director is provided in the table below:

  38. Fiscal 2023 Compensation of Non-Employee Directors

    | | Outstanding Awards | | | Name | Stock Options | Restricted Stock Units | | M. Shân Atkins | — | 12,126 | | James P. Fogarty | 3,123 | 9,189 | | Juliana L. Chugg | — | 2,850 | | Cynthia T. Jamison | — | 14,048 | | Eugene I. Lee, Jr. (4) | — | 2,742 | | Nana Mensah | — | 6,997 | | William S. Simon | — | 1,219 | | Charles M. Sonsteby | — | 17,266 | | Timothy J. Wilmott | — | 10,257 |

  39. Fiscal 2023 Compensation of Non-Employee Directors

    | (3) The amounts in the column reflect the dividend equivalents earned for Restricted Stock Units that vested in fiscal 2023. Messrs. Fogarty, Mensah, and Simon each earned $4,799 of dividend equivalents. The Company provides a dining benefit to our directors to experience dining in our restaurants. This benefit does not appear in the Director Compensation Table because the value did not meet the minimum disclosure requirements established by the SEC. |

  40. Fiscal 2023 Compensation of Non-Employee Directors

    | (4) Reflects awards granted pursuant to Mr. Lee’s compensation as a non-employee director following his retirement from employment at the Company in September 2022. Awards granted pursuant to Mr. Lee’s compensation for his service as an employee of the Company in prior years are reflected in the Company’s proxy statements for the years in which the relevant awards were granted or earned. |

  41. Executive Summary

    | Fiscal 2023 Compensation and Performance Highlights Included | | | People Highlights: • Demonstrated the strength of our executive bench and succession planning through execution of a smooth CEO succession plan, as our previous Chairman and CEO, Gene Lee, transitioned to the Executive Chairman role effective May 30, 2022 and our President and Chief Operating Officer, Ricardo Cardenas, assumed the President and CEO role on that date. Mr. Lee retired from employment as Executive Chairman in September 2022. • We regularly invest in comprehensive benefits that allow our team members to be at their best. In fiscal 2023, we enhanced our benefits offerings by adding free English language programs for our restaurant team members and the Darden Foundation implemented a new Next Course Scholarship program which awarded scholarships worth $3,000 to nearly 100 dependents of Darden team members. Compensation Highlights for Fiscal 2023: • Continued the annual incentive plan design substantially similar to the pre-pandemic plan design, with a single performance period and separate metrics for Darden (30% same-restaurant sales (SRS), 70% EPS) and specific Brands (30% SRS, 70% Operating Income). • Continued the long-term incentive award mix (25% RSUs, 25% Options and 50% PSUs), and made no changes to award designs. Ø Our strong performance and stable performance-based plan design resulted in the following strong compensation program results commensurate with our performance: • Darden payout under the annual incentive plan at 106% of target (ranging between 80-107% of target for the NEOs) • Payout on the PSUs granted in fiscal 2021 at 150% of target • RSUs and Stock Options increased in value commensurate with the increase in shareholder value | Financial highlights for fiscal 2023: |

  42. Executive Pay Governance

    | What we do: | What we don’t do: | | • Fully independent Compensation Committee | • No guaranteed bonuses | | • Independent executive compensation consultant | • No excise tax gross ups | | • Majority of our target pay opportunity for our NEOs is in the form of “at risk” incentives | • No option repricing | | • Annual incentives have multiple performance measures and capped payouts to mitigate risk | • No dividends paid on unvested long-term incentives | | • Long-term incentives granted in multiple award types to achieve multiple objectives | • No hedging, pledging or short sales of Company securities by officers or directors (more details on these policies under Employee, Officer and Director Hedging, above) | | • Clawback policy to allow us to recover incentive compensation in the event of a financial restatement due to fraud | • No excessive perks | | • Robust executive officer and outside director stock ownership requirements with mandatory holding requirements until requirements are met | • No automatic single-trigger change in control payments | | • Minimum three-year vesting period on annual equity awards | • No executive officer employment agreements | | • Regular shareholder engagement process | |

  43. Compensation Peer Group

    Compensation Peer Group The Compensation Committee periodically reviews the pay levels and practices of peer companies in order to assess the competitive positioning of Darden’s pay levels and plan designs. After a thorough review of the peer group and the retail, restaurant and hospitality industries, in December 2022, Pearl Meyer recommended, and the Compensation Committee approved, the following changes to the executive compensation peer group for fiscal 2023 compared to the peer group for fiscal 2022: Removed Companies: The Gap, Inc. Nordstrom, Inc. Foot Locker Retail, Inc. Bloomin’ Brands, Inc. Brinker International, Inc. Added Companies: Marriot International, Inc. Advance Auto Parts, Inc. Burlington Stores, Inc. Ulta Beauty, Inc. Carnival Corporation & plc These changes resulted in the final executive compensation peer group for fiscal 2023 as follows:

  44. Compensation Peer Group

    | FY 2023 Peer Group | | | Advance Auto Parts, Inc. | Hilton Worldwide Holdings Inc. | | Aramark Corporation | Marriot International, Inc. | | AutoZone, Inc. | O’Reilly Automotive, Inc. | | Bath & Body Works, Inc. | Restaurant Brands International, Inc. | | Burlington Stores, Inc. | Ross Stores, Inc. | | Carnival Corporation & plc | Royal Caribbean Cruises Ltd. | | Chipotle Mexican Grille, Inc. | Tractor Supply Company | | Dick’s Sporting Goods, Inc. | Ulta Beauty, Inc. | | Domino’s Pizza, Inc. | Yum! Brands, Inc. |

  45. Compensation Peer Group

    This revised peer group consists of 18 companies in the restaurant, retail and hospitality industries with financial characteristics within a tight range of the Company’s own characteristics, including more peers that are members of the S&P 500. Our peer group reflected a median market capitalization of $20.3 billion and corporate revenue of $8.9 billion, each as of November 2022. The peer group extends beyond restaurant operators because there are a limited number of restaurant operators of comparable size to Darden and because the Company competes for talent with, and has some business model similarities to, companies in the retail and hospitality industries and other members of the S&P 500.

  46. Executive Compensation Philosophy and Strategy

    | • | Majority of Compensation Is Aligned with Performance – Total direct compensation (salary, annual incentives and long-term incentives) for our NEOs is structured so that more than two-thirds of the total value at target is attributable to Company performance. |

  47. Executive Compensation Program Elements

    | Base Salary | Paid in cash | Helps to attract and retain highly qualified executives to carry out our strategic objectives. | | Annual Incentives | Paid in cash | • Drives Company performance. • Target bonus opportunity set as a percentage of base salary. • Actual payout based on financial performance against pre-established objectives. | | Long-Term Incentives | Awarded 25% in Options, 25% in RSUs, 50% in PSUs | • Drives Company performance, aligns interests of executives with those of shareholders. • Retains executives through long-term vesting. • Provides potential wealth accumulation. |

  48. Annual Incentive Plan

    Annual Incentive Plan As discussed above, we provided annual cash incentive opportunities to our NEOs for fiscal year 2023 pursuant to the Darden Restaurants, Inc. Annual Incentive Plan adopted effective June 1, 2020. In June 2022, the Compensation Committee set targets and metrics for fiscal 2023. Under the annual incentive plan design, “Target Bonus Opportunity” is determined by multiplying Base Salary Earnings by the Target AIP%. The annual incentive amounts awarded for fiscal 2023 to our NEOs were based on the Target Bonus Opportunity multiplied by the Company or business unit performance rating, per the following formula approved by the Compensation Committee:

  49. Annual Incentive Plan

    | Base Salary Earningsx | Target AIP%x | Company Performance Rating |

  50. Rigorous Goal Setting

    The Compensation Committee (and the independent directors, with respect to Mr. Cardenas) established threshold, target and maximum performance goals for each annual performance metric which would result in total potential payouts ranging from 0 to 200 percent of each participant’s target bonus opportunity. Consistent with the plan for fiscal 2022, the payout curves for the fiscal 2023 annual incentives were designed to include a flat area, or “strike zone,” providing for a target payout for results that “straddle” the EPS or operating income targets by a set percentage.

  51. Performance and Pay Results

    | Named Executive Officer | Target % of Salary | Business Weighting | Total Payout (% of Target) | Actual Award(1) | | Ricardo Cardenas | 150% | Darden 100% | 106% | $1,590,000 | | Rajesh Vennam | 85% | Darden 100% | 106% | $619,004 | | Todd A. Burrowes | 85% | LongHorn 80% / Darden 20% | 80% / 106% | $527,900 | | Daniel J. Kiernan | 85% | Olive Garden 80% / Darden 20% | 107% / 106% | $661,734 | | M. John Martin | 85% | SRG 80% / Darden 20% | 94% / 106% | $597,296 |

  52. Long-Term Incentives

    Long-Term Incentives The purpose of the long-term incentive program is to motivate and reward achievement of our long-term objectives of winning financially and creating long-term value for our shareholders. The long-term awards made in July 2022 for the fiscal 2023 grants were made under the 2015 Plan. For fiscal 2023, we made no changes to our long-term incentive plan compared to fiscal 2022. Continued emphasis was placed on the pay and performance linkage by granting one half of the total long-term incentive grant value in performance stock units (PSUs) tied to relative TSR, with the reference index set as the S&P 500 Index. The maximum payout opportunity percentage was 200%, consistent with the fiscal 2022 grants. The other half of the grant value was equally split between stock options and restricted stock units. Performance Stock Units — Relative TSR (1/2 of the grant value):

  53. Long-Term Incentives

    | • | Share denominated units; |

  54. Long-Term Incentives

    | • | Vest 50 percent on the third anniversary of the grant date, and 50 percent on the fourth anniversary of the grant date; |

  55. Long-Term Incentives

    | • | 0 – 200 percent payout opportunity based upon relative TSR as compared to the companies in the S&P 500 Index at the time of the grant; and |

  56. Long-Term Incentives

    | • | Settled in stock, with dividends paid in cash at time of settlement. |

  57. Long-Term Incentives

    Stock Options (1/4 of the grant value):

  58. Long-Term Incentives

    | • | Granted with an exercise price equal to the closing stock price on the grant date; |

  59. Long-Term Incentives

    | • | Vest 50 percent on the third anniversary of the grant date and 50 percent on the fourth anniversary of the grant date; and |

  60. Long-Term Incentives

    | • | Maximum term of 10 years. |

  61. Long-Term Incentives

    Restricted Stock Units (1/4 of the grant value):

  62. Long-Term Incentives

    | • | Share denominated units; |

  63. Long-Term Incentives

    | • | Vest 100 percent on the third anniversary of the grant date; and |

  64. Long-Term Incentives

    | • | Settled in stock, with dividends paid in cash at the time of settlement. |

  65. Fiscal 2023 Annual Long-Term Incentive Grants

    Fiscal 2023 Annual Long-Term Incentive Grants The Compensation Committee (and the Board with respect to Mr. Cardenas) approved grants to the following NEOs, effective July 27, 2022 in accordance with the plan design, as detailed below:

  66. Fiscal 2023 Annual Long-Term Incentive Grants

    | Named Executive Officer | Target Grant Value | Number of Options(1) | Number of Restricted Stock Units(2) | Target Number of PSUs(2) | | Ricardo Cardenas | $5,000,000 | 36,193 | 10,713 | 21,426 | | Rajesh Vennam | $1,700,000 | 12,306 | 3,642 | 7,285 | | Todd A. Burrowes | $1,400,000 | 10,134 | 3,000 | 5,999 | | Daniel J. Kiernan | $1,500,000 | 10,858 | 3,214 | 6,428 | | M. John Martin | $1,400,000 | 10,134 | 3,000 | 5,999 |

  67. Fiscal 2023 Annual Long-Term Incentive Grants

    | (1) Number of options based on the Black-Scholes valuation on the first day of the fiscal year and the average closing stock price on the NYSE for the two fiscal weeks ending before the week prior to the grant date. |

  68. Fiscal 2023 Annual Long-Term Incentive Grants

    | (2) Number of Restricted Stock Units and PSUs based on the average closing stock price on the NYSE for the two fiscal weeks ending before the week prior to the grant date. |

  69. Performance Results and Payouts from Prior Long-Term Incentive Plan Grants

    Performance Results and Payouts from Prior Long-Term Incentive Plan Grants Fiscal 2023 was the final year of the three-year performance period for PSUs that were granted at the beginning of fiscal 2021 for the performance period covering fiscal 2021-2023 (the 2021 grants). For the 2021 grants, made under our 2015 Plan, the PSUs are settled in stock, and the number of shares earned are based upon the results of a three-year performance period. The earned PSUs vest in two tranches: 50 percent of the earned PSUs vested on July 29, 2023 and the remaining earned PSUs will vest on July 29, 2024. Payout of the PSUs is based on three-year relative total shareholder return (TSR) versus the S&P Consumer Discretionary Index. The Compensation Committee certified that the Company’s three-year TSR performance ranked at the 92nd percentile of the peer group’s performance. The Compensation Committee determined that no adjustments should be made to the resulting payout. See footnote 3 to the “Outstanding Equity Awards at Fiscal Year-End” table for the number of earned PSUs for each NEO.

  70. Performance Results and Payouts from Prior Long-Term Incentive Plan Grants

    | Measure and Targets | | | Darden Relative TSR Percentile Rank(1) | Earned Percentage | | >75th | 150% | | 75th | 150% | | 50th | 100% | | 33rd | 50% | | <33rd | 0% |

  71. Performance Results and Payouts from Prior Long-Term Incentive Plan Grants

    | Results | Target Percentile | Percentile Result | Earned Percentage(1) | | FY 2021-23 | 50th | 92nd | 150% |

  72. Performance Results and Payouts from Prior Long-Term Incentive Plan Grants

    | (1) Straight line interpolation between 33rd and 75th percentiles, capped at 150% of target based on targets under the 2021 grants. |

  73. President, Specialty Restaurant Group Special Award

    President, Specialty Restaurant Group Special Award On July 25, 2018, prior to becoming an executive officer, Mr. Martin was granted a special PSU award designed to reward management for achieving milestones with respect to opening new The Capital Burger restaurant locations. Under the terms of the award agreement, Mr. Martin is eligible to earn up to 10,423 PSUs, separated into two tranches of 50% of the total possible number, earned based on achieving Capital Burger new restaurant opening targets. These PSUs are earned and vested immediately upon achievement of the performance criteria. Effective April 28, 2023, the Compensation Committee Chair, pursuant to delegated authority from the Committee, certified that the Company had achieved the required performance criteria for the first tranche and that 5,212 of the PSUs were earned as of that date. The remaining 5,211 special PSUs are forfeited if not earned prior to July 24, 2024.

  74. NEO Total Compensation Changes for Fiscal 2024

    NEO Total Compensation Changes for Fiscal 2024 In accordance with our annual review process, the Compensation Committee (and the Board with respect to the President and CEO) reviews each actively employed NEO’s total direct compensation and evaluates each NEO’s individual performance, Company and business unit performance and each officer’s target compensation opportunity relative to updated market data provided by Pearl Meyer. In June 2023, the Board with respect to the President and the CEO, and the Compensation Committee with respect to the other NEOs, approved the base salary, annual incentive target bonus opportunity amount and long-term incentive program Target Grant Amount of each of our NEOs effective for fiscal 2024, which included increases to certain amounts to better align the total compensation of each of our NEOs with comparable positions within our peer group, reward individual performance, or to reflect tenure in position, retention priority for key positions and/or changes in responsibilities. Changes to Base Salary with respect to the NEOs were effective July 31, 2023.

  75. NEO Total Compensation Changes for Fiscal 2024

    | Named Executive Officer | Base Salary for fiscal 2024 | Target Annual Incentive Percentage for fiscal 2024 | Target Value of Long-term Incentive for fiscal 2024 | | Ricardo Cardenas | $1,100,000 | 150% | $7,500,000 | | Rajesh Vennam | $750,000 | 90% | $1,900,000 | | Todd A. Burrowes | $750,000 | 95% | $1,500,000 | | Daniel J. Kiernan | $750,000 | 95% | $1,700,000 | | M. John Martin | $750,000 | 95% | $1,500,000 |

  76. Policy on Granting Equity Awards

    Policy on Granting Equity Awards Our equity awards policy provides that incentive equity grants to employees, including stock option grants, are made once per year and are effective on the last Wednesday in fiscal July. The Company may also grant equity awards for special purposes such as retention, recognition or promotion and such special awards are made effective on any date determined by the Compensation Committee, the Board or authorized individual approving the award. The grant date for equity awards is never a date prior to approval. The exercise price of stock options may not be less than the fair market value of our common stock on the date of the grant as measured by the closing sales price of our common stock on the NYSE.

  77. Employment Agreements

    Employment Agreements We do not have employment agreements in place with any of our named executive officers.

  78. Change in Control Agreements

    Change in Control Agreements All of our NEOs are parties to Change in Control Agreements that reflect current market practices and governance best practices. The Change in Control Agreements provide for severance benefits (between 1.5 and 2.0 times base salary and target bonus) in the event of a termination of employment within 24 months of a change in control of the Company. Please see the discussion under the heading “Potential Payments Upon Termination or Change in Control” for further discussion of the Change in Control Agreements.

  79. Assessment of Risk of Compensation Programs

    | • | The Company has allocated compensation among base salary and short-term and long-term compensation target opportunities for executives in such a way as to not encourage excessive risk taking. Incentive compensation is not overly weighted toward short-term incentives. In addition, both short-term and long-term incentives are subject to maximum payment amounts; |

  80. Assessment of Risk of Compensation Programs

    | • | The mix of equity award instruments used under our long-term incentive program (a) includes full value awards; and (b) performance-based awards including stock options and PSUs (which vest based on total shareholder return relative to the S&P 500); |

  81. Assessment of Risk of Compensation Programs

    | • | Our annual and long-term compensation plans are reviewed by the Compensation Committee and any risks embedded in those plans are discussed and evaluated for appropriateness. Our incentive opportunities are designed to drive strong, sustainable growth and shareholder return; |

  82. Assessment of Risk of Compensation Programs

    | • | The multi-year vesting of our equity awards aligns incentive compensation with shareholders’ interests by rewarding long-term stock appreciation rather than short-term performance; |

  83. Assessment of Risk of Compensation Programs

    | • | Our Stock Ownership Guidelines encourage a focus on long-term growth in shareholder value; and |

  84. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation paid or earned by each of the NEOs for the fiscal years ended May 28, 2023, May 29, 2022, and May 30, 2021.

  85. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Ricardo Cardenas President and Chief Executive Officer | 2023 | 1,000,000 | — | 4,252,311 | 1,310,215 | 1,590,000 | — | 347,503 | 8,500,029 | | | 2022 | 795,673 | — | 1,846,328 | 546,797 | 1,193,510 | — | 326,974 | 4,709,282 | | | 2021 | 745,192 | — | 1,240,596 | 408,505 | 1,058,173 | — | 304,487 | 3,756,954 | | Rajesh Vennam Senior Vice President, Chief Financial Officer | 2023 | 687,019 | — | 1,445,747 | 445,487 | 619,004 | — | 158,062 | 3,355,329 | | | 2022 | 603,365 | — | 1,006,954 | 298,256 | 769,291 | — | 187,650 | 2,865,517 | | | 2021 | 405,385 | 11,077 | 248,134 | 81,705 | 362,138 | | 95,852 | 1,204,291 | | Todd A. Burrowes President, LongHorn Steakhouse | 2023 | 728,943 | — | 1,190,652 | 366,859 | 527,900 | — | 211,807 | 3,026,160 | | | 2022 | 689,615 | — | 1,006,954 | 298,256 | 837,055 | — | 270,818 | 3,102,699 | | | 2021 | 640,000 | — | 826,982 | 272,330 | 772,480 | — | 181,977 | 2,693,769 | | Daniel J. Kiernan President, Olive Garden | 2023 | 728,943 | — | 1,275,733 | 393,068 | 661,734 | — | 209,242 | 3,268,719 | | | 2022 | 691,346 | — | 1,090,916 | 323,115 | 613,501 | — | 209,679 | 2,928,556 | | | 2021 | 650,000 | — | 744,324 | 245,095 | 784,550 | — | 170,147 | 2,594,115 | | M. John Martin President, Specialty Restaurant Group | 2023 | 728,943 | — | 1,190,652 | 366,859 | 597,296 | — | 287,327 | 3,171,076 | | | 2022 | 691,346 | — | 1,006,954 | 298,256 | 1,116,524 | — | 278,226 | 3,391,306 | | | 2021 | 645,673 | — | 1,062,680 | 245,095 | 771,647 | | 162,238 | 2,887,332 |

  86. Summary Compensation Table

    | (1) Amounts reflect the actual base salary earned by the NEO in fiscal 2023, fiscal 2022 and fiscal 2021, including any deferred amounts reported in the Non-Qualified Deferred Compensation Table. |

  87. Summary Compensation Table

    | (2) The Company made annual incentive payments for fiscal 2023, fiscal 2022 and 2021 based upon achieving performance measures that were established under the Company’s Annual Incentive Plan. Those annual incentive payments are reported in the “Non-Equity Incentive Plan Compensation” column of this table. For fiscal 2021, prior to becoming an Executive Officer on January 4, 2021, Mr. Vennam received a cash award equal to the impact that temporary fiscal 2020 salary reductions had on his base salary. |

  88. Summary Compensation Table

    | (3) Amounts in these columns represent the grant date fair value of awards computed in accordance with ASC Topic 718 for each of fiscal 2023, fiscal 2022 and fiscal 2021. The assumptions used in calculating these amounts in accordance with ASC Topic 718 are included in Note 1 (under the heading Stock-Based Compensation) to the Company’s audited financial statements included in the Company’s 2023 Annual Report on Form 10-K. The PSU awards granted to all NEOs in fiscal 2023 vest based on relative TSR. After a three-year performance period, the PSUs granted in fiscal 2023 are eligible to vest 50 percent on the third anniversary of the grant date and 50 percent on the fourth anniversary of the grant date. Actual awards may range from 0 percent to 200 percent of the targeted incentive. The grant value of PSUs is shown at target payout. For fiscal 2023, the following amounts represent the grant date fair value of PSU awards assuming achievement of maximum (200 percent) payout: Mr. Cardenas — $5,902,006; Mr. Vennam — $2,006,726; Mr. Kiernan — $1,770,657; Mr. Burrowes — $1,652,485; Mr. Martin — $1,652,485. For Fiscal 2022, the following amounts represent the grant date fair value of PSU awards assuming achievement of maximum (200 percent) payout: Mr. Cardenas — $2,582,343; Mr. Vennam — $1,408,362; Mr. Kiernan — $1,525,898; Mr. Burrowes — $1,408,362; Mr. Martin — $1,408,362. For fiscal 2021, the following amounts represent the grant date fair value of PSU awards assuming achievement of maximum (150 percent) payout: Mr. Cardenas — $1,263,918; Mr. Vennam — $252,759; Mr. Kiernan — $758,276; Mr. Burrowes — $842,529; Mr. Martin — $758,275. These PSUs are described more fully in the “Compensation Discussion and Analysis” section of the Company’s Proxy Statement for the year in which those PSUs were granted. |

  89. Summary Compensation Table

    | (4) Amounts reflect the actual cash incentive award earned by the NEO, including any deferred amounts reported in the Non-Qualified Deferred Compensation Table. |

  90. Summary Compensation Table

    | (5) Amounts deferred into the FlexComp Plan do not receive above market or preferential earnings, but rather receive notional rates of return that match the returns on the investment options available under the Darden Savings Plan as described under the subheading “Non-Qualified Deferred Compensation.” |

  91. Summary Compensation Table

    | (6) All Other Compensation for fiscal 2023 consists of the following amounts: |

  92. Summary Compensation Table

    | | Perks and Other Personal Benefits ($)(a) | Company Contributions to Defined Contribution Plans ($)(b) | Insurance Premiums ($)(c) | Dividends or Earnings on Stock or Option Awards ($)(d) | Totals ($) | | Ricardo Cardenas | 20,783 | 231,287 | 8,113 | 87,319 | 347,502 | | Rajesh Vennam | 22,116 | 116,628 | 5,316 | 14,002 | 158,062 | | Todd A. Burrowes | 22,731 | 112,236 | 14,190 | 62,650 | 211,807 | | Daniel J. Kiernan | 21,127 | 124,187 | 14,190 | 49,738 | 209,242 | | M. John Martin | 19,975 | 118,433 | 14,190 | 134,730 | 287,328 |

  93. Summary Compensation Table

    | (a) Includes the aggregate incremental costs to the Company for personal use of a Company car or a limited car allowance, an executive physical program, a reimbursement for financial counseling services, a discount on the purchase of Company gift cards, and a discount on the price to purchase a company car. None of these perquisites had a value exceeding the greater of $25,000 or 10 percent of total perquisites for an NEO. |

  94. Summary Compensation Table

    | (b) Amounts in this column represent Company contributions made in August 2023 for fiscal 2023 Company performance under the FlexComp Plan, our non-qualified deferred compensation plan. Company contributions are made under the provisions of the FlexComp Plan and are deferred in accordance with executives’ elections pursuant to the terms of the FlexComp Plan. Salary or bonus deferred by an NEO into the FlexComp Plan is reported in the “Salary” column or the “Non-Equity Incentive Plan Compensation” column. |

  95. Summary Compensation Table

    | (c) Represents the cost to the Company for providing life insurance and long-term disability insurance. |

  96. Summary Compensation Table

    | (d) Our NEOs do not receive dividends or dividend equivalents on unvested restricted stock, unvested restricted stock units or unvested PSUs, but rather accrue them for payment when the restricted stock, restricted stock units or PSUs are earned and vested and only on the number of shares of stock or units that actually vest. This amount reflects the value of the dividends paid in stock with respect to the PSUs that vested on July 25, 2022 with respect to all of the NEOs. |

  97. Grants of Plan-Based Awards for Fiscal 2023

    Grants of Plan-Based Awards for Fiscal 2023 The following table sets forth certain information with respect to equity and non-equity plan-based awards granted during fiscal 2023 under the 2015 Plan and the Annual Incentive Plan to each of the NEOs

  98. Grants of Plan-Based Awards for Fiscal 2023

    | | | | | | | | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | All Other Option Awards: Number of Securities Underlying Options (#)(5) | Exercise or Base Price of Option Awards ($/Sh)(6) | Grant Date Fair Value of Stock and Option Awards ($)(7) | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | | | | | | Name | Grant Date | Approval Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Ricardo Cardenas | — | | — | 1,500,000 | 3,000,000 | | | | | | | | | | 7/27/2022 | 6/22/2022 | | | | | | | | 36,193 | 121.47 | 1,310,215 | | | 7/27/2022 | 6/22/2022 | | | | | | | 10,713 | | | 1,301,308 | | | 7/27/2022 | 6/22/2022 | | | | — | 21,426 | 42,852 | | | | 2,951,003 | | Rajesh Vennam | — | | — | 583,966 | 1,167,932 | | | | | | | | | | 7/27/2022 | 6/21/2022 | | | | | | | | 12,306 | 121.47 | 445,487 | | | 7/27/2022 | 6/21/2022 | | | | | | | 3,642 | | | 442,394 | | | 7/27/2022 | 6/21/2022 | | | | — | 7,285 | 14,570 | | | | 1,003,363 | | Todd A. Burrowes | — | | — | 619,601 | 1,239,202 | | | | | | | | | | 7/27/2022 | 6/21/2022 | | | | | | | | 10,134 | 121.47 | 366,859 | | | 7/27/2022 | 6/21/2022 | | | | | | | 3,000 | | | 364,410 | | | 7/27/2022 | 6/21/2022 | | | | — | 5,999 | 11,998 | | | | 826,242 | | Daniel J. Kiernan | — | | — | 619,601 | 1,239,202 | | | | | | | | | | 7/27/2022 | 6/21/2022 | | | | | | | | 10,858 | 121.47 | 393,068 | | | 7/27/2022 | 6/21/2022 | | | | | | | 3,214 | | | 390,405 | | | 7/27/2022 | 6/21/2022 | | | | — | 6,428 | 12,856 | | | | 885,328 | | M. John Martin | — | | — | 619,601 | 1,239,202 | | | | | | | | | | 7/27/2022 | 6/21/2022 | | | | | | | | 10,134 | 121.47 | 366,859 | | | 7/27/2022 | 6/21/2022 | | | | | | | 3,000 | | | 364,410 | | | 7/27/2022 | 6/21/2022 | | | | — | 5,999 | 11,998 | | | | 826,242 |

  99. Grants of Plan-Based Awards for Fiscal 2023

    | (1) The column sets forth the date on which the Compensation Committee took action to grant the reported awards. The grants made to Mr. Cardenas were recommended by the Compensation Committee and approved by the independent members of the Board and the grants made to the other NEOs were approved by the Compensation Committee. |

  100. Grants of Plan-Based Awards for Fiscal 2023

    | (2) The amounts in these columns represent the potential annual cash incentive that may be earned under the Annual Incentive Plan by each NEO. The annual ranges are calculated with the actual salary earned during the fiscal year. Where the NEO’s target bonus opportunity increases during the fiscal year (for example, in the event of a promotion), the target bonus opportunity is based on a proration using the target bonus opportunity in effect for each portion of the fiscal year, and such proration is used in the actual bonus award calculation. Actual payouts to the NEOs based on fiscal 2023 performance are reported under the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table. |

  101. Grants of Plan-Based Awards for Fiscal 2023

    | (3) The NEOs received grants of PSUs under the 2015 Plan. The PSU awards granted to the NEOs are earned based on Relative TSR. After a three-year performance period, the PSUs granted in fiscal 2023 are eligible to vest 50 percent on the third anniversary of the grant date, and 50 percent on the fourth anniversary of the grant date. Actual awards may range from 0 percent to 200 percent of the targeted incentive. These PSUs are described more fully under the heading “Compensation Discussion and Analysis — Fiscal 2023 Executive Compensation Program Elements — Long-Term Incentives.” |

  102. Grants of Plan-Based Awards for Fiscal 2023

    | (4) The NEOs received grants of restricted stock units under the 2015 Plan. These restricted stock units vest 100 percent on the third anniversary of the grant date. |

  103. Grants of Plan-Based Awards for Fiscal 2023

    | (5) The NEOs received grants of non-qualified stock options under the 2015 Plan. These non-qualified stock options vest 50 percent on each of the third and fourth anniversaries of the grant date. |

  104. Grants of Plan-Based Awards for Fiscal 2023

    | (6) All stock options are granted with an exercise price equal to the fair market value of our common stock on the date of grant. Fair market value under the 2015 Plan has been determined by the Compensation Committee to be the closing price of the common stock on the NYSE as reported in the consolidated transaction reporting system on the grant date or, if such exchange is not open for trading on such date, on the most recent preceding date when such exchange is open for trading. |

  105. Grants of Plan-Based Awards for Fiscal 2023

    | (7) Assumptions used in the calculation of these amounts are included in Note 1 to the Company’s audited financial statements included in the Company’s 2023 Annual Report on Form 10-K. |

  106. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table summarizes the total outstanding equity awards as of May 28, 2023 for each of the NEOs.

  107. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards(1) | | | | | Stock Awards | | | | | | | | | | | Restricted Stock | | PSU Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock Held That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock Held That Have Not Vested ($)(2) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Ricardo Cardenas | 7/27/2016 | 46,444 | — | 59.68 | 7/27/2026 | | | | | | | 7/26/2017 | 19,181 | — | 85.83 | 7/26/2027 | | | | | | | 7/25/2018 | 20,518 | — | 107.05 | 7/25/2028 | | | | | | | 7/24/2019 | 9,545 | 9,546 | 124.24 | 7/24/2029 | | | | | | | 7/29/2020 | — | 20,354 | 78.84 | 7/29/2030 | | | | | | | 7/28/2021 | — | 13,330 | 148.20 | 7/28/2031 | | | | | | | 7/27/2022 | — | 36,193 | 121.47 | 7/27/2032 | 19,507 | 3,146,089 | 40,808 | 6,581,514 | | Rajesh Vennam | 7/27/2016 | 2,245 | — | 59.68 | 7/27/2026 | | | | | | | 7/26/2017 | 3,069 | — | 85.83 | 7/26/2027 | | | | | | | 7/25/2018 | 3,157 | — | 107.05 | 7/25/2028 | | | | | | | 7/24/2019 | 1,591 | 1,591 | 124.24 | 7/24/2029 | | | | | | | 7/29/2020 | — | 4,071 | 78.84 | 7/29/2030 | | | | | | | 7/28/2021 | — | 7,271 | 148.20 | 7/28/2031 | | | | | | | 7/27/2022 | — | 12,306 | 121.47 | 7/27/2032 | 6,695 | 1,079,770 | 13,689 | 2,207,762 | | Todd A. Burrowes | 7/26/2017 | 13,811 | — | 85.83 | 7/26/2027 | | | | | | | 7/25/2018 | 15,783 | — | 107.05 | 7/25/2028 | | | | | | | 7/24/2019 | 6,363 | 6,364 | 124.24 | 7/24/2029 | | | | | | | 7/29/2020 | — | 13,569 | 78.84 | 7/29/2030 | | | | | | | 7/28/2021 | — | 7,271 | 148.20 | 7/28/2031 | | | | | | | 7/27/2022 | — | 10,134 | 121.47 | 7/27/2032 | 8,408 | 1,356,042 | 18,011 | 2,904,814 | | Daniel J. Kiernan | 7/23/2014 | 12,639 | — | 39.53 | 7/23/2024 | | | | | | | 7/29/2015 | 4,457 | — | 65.02 | 7/29/2025 | | | | | | | 7/27/2016 | 10,837 | — | 59.68 | 7/27/2026 | | | | | | | 7/26/2017 | 5,371 | — | 85.83 | 7/26/2027 | | | | | | | 7/25/2018 | 11,048 | — | 107.05 | 7/25/2028 | | | | | | | 7/24/2019 | 5,727 | 5,728 | 124.24 | 7/24/2029 | | | | | | | 7/29/2020 | — | 12,212 | 78.84 | 7/29/2030 | | | | | | | 7/28/2021 | — | 7,877 | 148.20 | 7/28/2031 | | | | | | | 7/27/2022 | — | 10,858 | 121.47 | 7/27/2032 | 8,456 | 1,363,784 | 17,989 | 2,901,266 | | M. John Martin | 7/27/2016 | 9,933 | — | 59.68 | 7/27/2026 | | | | | | | 7/26/2017 | 7,673 | — | 85.83 | 7/26/2027 | | | | | | | 7/25/2018 | 9,470 | — | 107.05 | 7/25/2028 | | | | | | | 7/24/2019 | 5,091 | 5,091 | 124.24 | 7/24/2029 | | | | | | | 7/29/2020 | — | 12,212 | 78.84 | 7/29/2030 | | | | | | | 7/28/2021 | — | 7,271 | 148.20 | 7/28/2031 | | | | | | | 7/27/2022 | — | 10,134 | 121.47 | 7/27/2032 | 9,446 | 1,523,451 | 22,310 | 3,598,157 |

  108. Outstanding Equity Awards at Fiscal Year-End

    | (1) All option awards are non-qualified stock options that expire ten years from the date of grant. The vesting schedule for the non-qualified stock options granted to NEOs is 50 percent on the third and fourth anniversaries of the grant date. |

  109. Outstanding Equity Awards at Fiscal Year-End

    | (2) The units reflected in this column represent awards of RSUs granted to the NEOs which fully vest on the third anniversary of the grant dates of each such award. With respect to Mr. Martin, this column includes additional awards of RSUs granted during fiscal 2021 which vest 33 percent on the first and second anniversaries of the grant date and the remaining on the third anniversary of the grant date. Mr. Martin’s remaining 1,374 RSUs from this grant will vest on July 29, 2023. The market value of outstanding stock awards is based on a per share (or unit) value of $161.28, the closing market price of our common shares on the NYSE on May 26, 2023, the last trading day before the end of our fiscal year on May 28, 2023. |

  110. Outstanding Equity Awards at Fiscal Year-End

    | (3) All units reflected in this column represent PSU awards granted during fiscal 2020, 2021, 2022 and 2023. With respect to Mr. Martin, this column also includes 5,211 special PSUs granted on July 25, 2018 with respect to Capital Burger restaurant openings. The terms of this award are described in the Compensation Discussion and Analysis above. The terms of the remaining PSU awards are more fully described in the Compensation Discussion and Analysis and the Grants of Plan-Based Awards tables of the Proxy Statement for the fiscal year in which they are granted. The Compensation Committee certified the performance results with respect to the annual PSU awards granted in fiscal 2021 on June 20, 2023. Under this certification the PSUs earned with respect to the fiscal 2021 annual awards to each of the named executive officers were as follows: |

  111. Outstanding Equity Awards at Fiscal Year-End

    | Name | Type of PSU Award | Number of PSUs on Grant Date | Earned Percentage | Number of Earned PSUs | | Ricardo Cardenas | FY21-23 TSR | 10,096 | 150% | 15,144 | | Rajesh Vennam | FY21-23 TSR | 2,019 | 150% | 3,029 | | Todd A. Burrowes | FY21-23 TSR | 6,730 | 150% | 10,096 | | Daniel J. Kiernan | FY21-23 TSR | 6,057 | 150% | 9,086 | | M. John Martin | FY21-23 TSR | 6,057 | 150% | 9,086 |

  112. Option Exercises and Stock Vested for Fiscal 2023

    Option Exercises and Stock Vested for Fiscal 2023 The following table summarizes the number of option awards exercised and restricted stock units and performance stock units that vested during fiscal 2023 for each of the NEOs.

  113. Option Exercises and Stock Vested for Fiscal 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | Ricardo Cardenas | 12,735 | 1,139,146 | 8,897 | 1,069,520 | | Rajesh Vennam | — | — | 1,432 | 172,242 | | Todd A. Burrowes | — | — | 6,337 | 761,220 | | Daniel J. Kiernan | 10,290 | 1,035,965 | 5,095 | 612,859 | | M. John Martin | — | — | 11,006 | 1,497,216 |

  114. Option Exercises and Stock Vested for Fiscal 2023

    | (1) The value realized equals the difference between the exercise price and the closing market price of our common stock on the NYSE on the date of exercise, multiplied by the number of shares acquired on exercise. |

  115. Option Exercises and Stock Vested for Fiscal 2023

    | (2) The Number of Shares Acquired for each executive represents the number of PSUs (TSR), PSUs (Capital Burger) and RSUs that vested for each executive on July 24, 2022 and July 25, 2022, and for Mr. Martin on July 29, 2022 and April 28, 2023. The terms of these awards are described in the Compensation Discussion and Analysis and the Grants of Plan-Based Awards tables of the Proxy Statement for the fiscal year in which they were granted. |

  116. Option Exercises and Stock Vested for Fiscal 2023

    | (3) The value realized equals the closing market price of our common stock on the NYSE on the vesting date multiplied by the number of shares acquired on vesting. |

  117. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We maintain the FlexComp Plan, a non-qualified deferred compensation plan, for our executive officers, other members of management and certain highly compensated employees who are not eligible to participate in the Darden Savings Plan. The FlexComp Plan permits participating executive officers to defer receipt of up to 25 percent of their base salaries and up to 100 percent of their annual incentive compensation. Amounts deferred under the FlexComp Plan are payable in cash on the date or dates selected by the participant in accordance with the terms of the FlexComp Plan or on such other dates specified in the FlexComp Plan. Deferred amounts are credited with notional rates of return based on the performance of several investment alternatives (which mirror the returns on the investment alternatives available under the Darden Savings Plan, the Company’s qualified 401(k) savings plan), as selected by the participant. We also make certain contributions to executive officers’ accounts under the FlexComp Plan that are designed to provide benefits in lieu of qualified retirement plans. Company contributions are made annually. For all NEOs, the annual contribution is 4 percent of the executive’s eligible annual earnings. In addition, a second Company contribution ranges from 1.5 percent to 7.2 percent of the executive’s eligible annual earnings based on Company performance. The contributions are automatically deferred in accordance with the participants’ elections and the terms of the FlexComp Plan. Both participant deferrals and Company contributions under the FlexComp Plan are credited with notional rates of return based on several investment alternatives, which mirror the returns on the investment alternatives under the Darden Savings Plan. Except for the Darden Company Stock Fund, investment selections may be changed daily. The FlexComp Plan does not have a guaranteed rate of return or guaranteed retirement benefit. The table below shows the funds available under the Darden Savings Plan and their notional rates of return for the twelve months ended May 31, 2023, the reportable fund performance period that most closely matched our fiscal year, as reported by the recordkeeper of the Darden Savings Plan. Deferred amounts under the FlexComp Plan are generally paid following separation from employment unless the participant elected an earlier in-service distribution date at the time of the deferral. Participants may elect to be paid in the form of a single sum cash payment, or 5-year or 10-year annual installment payments. The form of payment depends upon the participant’s deferral election and the participant’s retirement eligibility at separation from employment or the balance in their account by deferral election.

  118. Non-Qualified Deferred Compensation

    | Name of Fund | Rate of Return | | Columbia Trust Stable Government 1-0 | 1.42% | | BlackRock Advantage Small Cap Core K Fund | (5.70)% | | Darden Company Stock Fund | 30.09% | | John Hancock Bond R6 Fund | 2.32% | | TS&W International Large Cap Equity CL | 0.86% | | Vanguard Extended Market Index Inst | (3.47)% | | Vanguard Institutional Index Instl Plus | 2.90% | | Vanguard Target Retirement Trst II 2015 Fd | (0.54)% | | Vanguard Target Retirement Trst II 2025 Fd | (0.31)% | | Vanguard Target Retirement Trst II 2030 Fd | (0.12)% | | Vanguard Target Retirement Trst II 2035 Fd | 0.09% |

  119. Non-Qualified Deferred Compensation

    | Name of Fund | Rate of Return | | Vanguard Target Retirement Trst II 2040 Fd | 0.26% | | Vanguard Target Retirement Trst II 2045 Fd | 0.49% | | Vanguard Target Retirement Trst II 2050 Fd | 0.59% | | Vanguard Target Retirement Trst II 2055 Fd | 0.63% | | Vanguard Target Retirement Trst II 2060 Fd | 0.64% | | Vanguard Target Retirement Trst II 2065 Fd | 0.65% | | Vanguard Target Retirement Trst II 2070 Fd | 0.74% | | Vanguard Target Retirement Income Trst II Fd | (0.77)% | | Vanguard Total Bond Market Index I | (2.00)% | | Vanguard Total Intl Stock Index Inst | (1.34)% |

  120. Non-Qualified Deferred Compensation

    The following table provides additional information concerning the FlexComp Plan account for each NEO, including the contributions by Darden to the FlexComp Plan during fiscal 2023 and the aggregate FlexComp balance as of May 28, 2023.

  121. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($)(1) | Company Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at End of FY 2023 ($) | | Ricardo Cardenas | — | 209,783 | (7,656) | — | 1,845,632 | | Rajesh Vennam | — | 144,763 | 1,789 | — | 399,484 | | Todd A. Burrowes | 5,936 | 161,006 | 19,953 | — | 1,028,970 | | Daniel J. Kiernan | — | 137,612 | (1,321) | — | 3,131,431 | | M. John Martin | — | 190,662 | (66,101) | 22,094 | 3,152,845 |

  122. Non-Qualified Deferred Compensation

    | (1) Reflects the deferred Salary or Bonus amounts for each of the NEOs during fiscal 2023 which are reported as compensation to such NEO in the Summary Compensation Table and which are deferred in accordance with participants’ elections pursuant to the terms of the FlexComp Plan. |

  123. Non-Qualified Deferred Compensation

    | (2) Reflects the Company’s annual contribution to the FlexComp Plan made in July 2022 during fiscal 2023 for the account of the NEOs. The Company contributions made in July 2023 during fiscal 2024 are not reported in this table. |

  124. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The Company has entered into Change in Control Agreements (CIC Agreements) with Messrs. Burrowes, Cardenas, Kiernan, Martin and Vennam. The Company’s typical practice is not to enter into employment agreements with the NEOs. The following summarizes the potential payments to be made to NEOs upon termination of their employment or a change in control of the Company. Payments Made Upon Any Termination of Employment. Regardless of the manner in which an NEO’s employment terminates, the NEO is entitled to receive amounts earned during the NEO’s term of employment. Such amounts include:

  125. Potential Payments Upon Termination or Change in Control

    | • | Accrued but unpaid base salary through the date of termination; |

  126. Potential Payments Upon Termination or Change in Control

    | • | Unreimbursed employment-related expenses and other benefits owed to the NEO under the Company’s employee benefit plans or policies; |

  127. Potential Payments Upon Termination or Change in Control

    | • | Accrued but unpaid vacation; |

  128. Potential Payments Upon Termination or Change in Control

    | • | The NEO, if eligible, will receive a Company contribution in a health reimbursement account to be used to reimburse eligible medical expenses, if applicable; |

  129. Potential Payments Upon Termination or Change in Control

    | • | The NEO’s FlexComp account balance; and |

  130. Potential Payments Upon Termination or Change in Control

    | • | The NEO’s Darden Savings Plan account, if applicable. |

  131. Potential Payments Upon Termination or Change in Control

    These payments made upon termination do not differ from payments made upon termination to all employees. In addition, the NEO will continue to be able to exercise any vested stock options for a period of three months following termination of employment, or for a longer period if the NEO is eligible for early or normal retirement or in certain other situations described below. Payments Made Upon Early Retirement. In the event of the early retirement of an NEO who has reached age 55 with ten or more years of service, in addition to the items identified under the heading “Payments Made Upon Any Termination of Employment”:

  132. Potential Payments Upon Termination or Change in Control

    | • | The NEO will be entitled to receive prorated vesting of each option grant, and be allowed to exercise such option for the lesser of five years or the remainder of the original term; |

  133. Potential Payments Upon Termination or Change in Control

    | • | The NEO will be entitled to receive prorated vesting of each outstanding RSU grant, based on the number of months of service completed out of the total number of months in the original RSU vesting period; |

  134. Potential Payments Upon Termination or Change in Control

    | • | The NEO will continue to vest in a prorated share of grants of PSUs based on Company performance for the remainder of the applicable PSU performance period; and |

  135. Potential Payments Upon Termination or Change in Control

    | • | The NEO will be entitled to receive a prorated bonus for the portion of the fiscal year served. |

  136. Potential Payments Upon Termination or Change in Control

    Payments Made Upon Normal Retirement for Awards Granted Prior to July 29, 2020. In the event of the retirement of an NEO who has reached age 65 with five or more years of service, in addition to the items identified under the heading “Payments Made Upon Any Termination of Employment”:

  137. Potential Payments Upon Termination or Change in Control

    | • | The NEO will vest in all outstanding stock options with continued exercisability for the remainder of the original term; |

  138. Potential Payments Upon Termination or Change in Control

    | • | The NEO will vest in all outstanding RSUs; and |

  139. Potential Payments Upon Termination or Change in Control

    | • | The NEO will continue to vest in grants of PSUs based on Company performance for the remainder of the original PSU performance period. |

  140. Potential Payments Upon Termination or Change in Control

    Payments Made Upon Normal Retirement for Awards Granted After July 28, 2020. In the event of the retirement of an NEO who has reached age 55 and also his or her age plus years of service equals or exceeds 75, in addition to the items identified under the heading “Payments Made Upon Any Termination of Employment”:

  141. Potential Payments Upon Termination or Change in Control

    | • | The NEO will vest in all outstanding stock options with continued exercisability for the remainder of the original term; |

  142. Potential Payments Upon Termination or Change in Control

    | • | The NEO will vest in all outstanding RSUs; |

  143. Potential Payments Upon Termination or Change in Control

    | • | The NEO will continue to vest in grants of PSUs based on Company performance for the remainder of the original PSU performance period; and |

  144. Potential Payments Upon Termination or Change in Control

    | • | The NEO will be entitled to receive a prorated bonus for the portion of the fiscal year served. |

  145. Potential Payments Upon Termination or Change in Control

    Payments Made Upon Disability. The Company pays for long-term disability coverage for the NEOs and the amount paid for the insurance is included in the “All Other Compensation” column in the Summary Compensation Table. In the event of disability, the NEO will receive the items identified under the heading “Payments Made Upon Any Termination of Employment” above. In addition, the NEO is entitled to the following benefits, which are also available to employees with disability coverage:

  146. Potential Payments Upon Termination or Change in Control

    | • | The NEO will vest in all outstanding stock options and be allowed to exercise such stock options for the remainder of the original term; |

  147. Potential Payments Upon Termination or Change in Control

    | • | The NEO will vest in all outstanding RSUs; |

  148. Potential Payments Upon Termination or Change in Control

    | • | The NEO will vest in all outstanding PSUs on a pro rata basis based on Company performance for the remainder of the original PSU performance period; |

  149. Potential Payments Upon Termination or Change in Control

    | • | The NEO will be entitled to receive a prorated bonus for the portion of the fiscal year served; |

  150. Potential Payments Upon Termination or Change in Control

    | • | Up to 90 days of salary continuation; |

  151. Potential Payments Upon Termination or Change in Control

    | • | Up to two-thirds of eligible pay with a maximum annual benefit of $180,000 payable to age 65 starting on the 91st day of disability; and |

  152. Potential Payments Upon Termination or Change in Control

    | • | Continued eligibility for group medical, life, and dependent life coverage for 52 weeks. |

  153. Potential Payments Upon Termination or Change in Control

    Payments Made Upon Death. The Company pays for life insurance coverage for the NEOs and the amount paid for the insurance is included in the “All Other Compensation” column in the Summary Compensation Table. The life insurance benefit for the NEOs is equal to four times salary and bonus, with a maximum amount of coverage of $1,500,000. For accidental death, the benefit is twice the amount of the regular coverage with a maximum amount of coverage of $3,000,000. An additional $500,000 may be paid if death occurs while traveling on business. These benefits would be paid from term life insurance policies maintained by the Company. In the event of death, the beneficiary or estate of the NEO (as applicable) will receive the items identified under the heading above entitled “Payments Made Upon Any Termination of Employment,” except that the NEO would be fully vested in any employer contributions under the Darden Savings Plan upon death. Stock options, restricted stock, restricted stock units and PSUs will vest in full and stock options will be exercisable for the remainder of the original term. Payments Made Upon Involuntary Termination Without Cause. In general, the Company may, but is not obligated to, provide separation pay and benefits to its employees in the event the employee is involuntarily terminated without cause. If provided, the separation pay and benefits available are generally contingent upon the Company receiving a general release of claims from the employee. In addition to the items identified under the heading above entitled “Payments Made Upon Any Termination of Employment,” such benefits to an executive officer may include severance payments of up to 12 months’ base salary and up to 12 times the monthly value of the Company’s contribution to health insurance benefits, among other benefits as the Company may determine to be appropriate under the specific circumstances. For awards granted prior to July 29, 2020, if the executive’s age plus his or her years of service equals or exceeds 70 and the executive is involuntarily terminated without cause, accelerated vesting will be applied to a pro rata portion of the outstanding stock options, RSUs, and PSUs. Stock options will be exercisable for the lesser of five years or the remainder of the original term. For awards granted on or after July 29, 2020, if the executive is involuntarily terminated without cause, accelerated vesting will be applied to a pro rata portion of the outstanding stock options, RSUs, and PSUs. Stock options will be exercisable for the lesser of five years or the remainder of the original term. Payments Made Upon a Change in Control. The Company has entered into CIC Agreements with Messrs. Burrowes, Cardenas, Kiernan, Martin and Vennam. The CIC Agreements provide for, contingent upon the NEO executing a release of claims against the Company and complying with the non-competition, non-solicitation, confidentially and other restrictive covenants, severance payments equal to one and one half times the sum of the NEO’s base salary and target annual bonus for Messrs. Burrowes, Kiernan, Martin, and Vennam and equal to two times the sum of base salary and target annual bonus in the case of Mr. Cardenas. In addition, the CIC Agreements provide for payments of an amount equal to 18 times the monthly COBRA charge in effect on the date of termination for the Company-provided group health plan coverage in effect on the date of termination for each of Messrs. Burrowes, Kiernan, Martin, and Vennam and 24 times the monthly charge for Mr. Cardenas, less the monthly active employee charge for such coverage on the date of termination, if the NEO is terminated without cause or voluntarily terminates employment with good reason within two years of a change in control. The severance (including accelerated vesting of equity) associated with a change in control as estimated in the table below may be reduced to avoid the “golden parachute” 20 percent excise tax under federal law. The NEO may receive his full severance payment only if the net amount payable to NEO, after taking into account all taxes (including the 20 percent excise tax), would be least 10 percent higher than the net after-tax amount that would otherwise be payable by limiting severance to avoid the 20 percent excise tax. The CIC Agreement provides for an initial term ending on December 31 of the year the agreement is first in effect, and extended on December 31 of each year for a period of one year, unless prior notice is given by the Company that the agreement will not be extended. Under the CIC Agreement, “Change in Control” means:

  154. Potential Payments Upon Termination or Change in Control

    | • | Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) (a Person) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30 percent or more of either (x) the then-outstanding shares of common stock of the Company (the Outstanding Company Common Stock) or (y) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the Outstanding Company Voting Securities); |

  155. Potential Payments Upon Termination or Change in Control

    | • | Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries (each, a Business Combination), in each case unless, following such Business Combination, (x) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50 percent of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (y) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30 percent or more of, respectively, the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination, and (z) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or |

  156. Potential Payments Upon Termination or Change in Control

    | • | Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. |

  157. Potential Payments Upon Termination or Change in Control

    Under the CIC Agreement, “Cause” means:

  158. Potential Payments Upon Termination or Change in Control

    | • | An act or acts of fraud or misappropriation on the NEO’s part which result in or are intended to result in the NEO’s personal enrichment at the expense of the Company and which constitute a criminal offense under State or Federal laws; |

  159. Potential Payments Upon Termination or Change in Control

    | • | The NEO’s continued failure to substantially perform the NEO’s duties with the Company (other than any such failure resulting from the NEO’s incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the NEO; |

  160. Potential Payments Upon Termination or Change in Control

    | • | The NEO’s willful engagement in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; or |

  161. Potential Payments Upon Termination or Change in Control

    | • | The NEO’s conviction of, or entering into a plea of either guilty or nolo contendere to, any felony, including, but not limited to, a felony involving moral turpitude, embezzlement, theft or similar act that occurred during or in the course of the NEO’s employment with the Company. |

  162. Potential Payments Upon Termination or Change in Control

    Under the CIC Agreement, “Good Reason” means, without the express written consent of the NEO:

  163. Potential Payments Upon Termination or Change in Control

    | • | The assignment to the NEO of any duties inconsistent in any substantial respect with the NEO’s position, authority or responsibilities as in effect during the 90-day period immediately preceding the change in control or any other substantial adverse change in such position (including titles), authority or responsibilities; |

  164. Potential Payments Upon Termination or Change in Control

    | • | A material reduction in the NEO’s base salary, target annual bonus opportunity, long-term incentive opportunity or aggregate employee benefits as in effect immediately prior to the change in control; or |

  165. Potential Payments Upon Termination or Change in Control

    | • | Any failure by the Company to obtain the assumption and agreement to perform by a successor. |

  166. Potential Payments Upon Termination or Change in Control

    The table below reflects the amount of compensation payable to each of the NEOs, (i) under the CIC Agreement, as applicable to each individual NEO, in the event of such NEO’s involuntary not-for-cause termination of employment or resignation with good reason following a change in control and (ii) pursuant to the Company’s general practices, in the event of termination of such NEO’s employment upon voluntary termination, involuntary not-for-cause termination, involuntary for-cause termination and termination by death of the NEO. The amounts shown assume that such termination or change in control was effective as of May 28, 2023 and are estimates of the amounts that would be paid out to the NEO upon their termination. The actual amounts to be paid out can only be determined at the time of such NEO’s separation from the Company. Except for the fiscal 2023 Annual Incentive and FlexComp Plan awards, the tables do not reflect earned amounts identified under the heading “Payments Made Upon Any Termination of Employment.” Items such as the Darden Savings Plan or FlexComp Plan account balances are identified under the Non-Qualified Deferred Compensation Table.

  167. Potential Payments Upon Termination or Change in Control

    | Benefits and Payments Upon Termination | Voluntary Termination ($) | Involuntary Not For Cause Termination(1)($) | Involuntary For Cause Termination ($) | Involuntary Not For Cause Termination or Resignation For Good Reason (Change in Control)(2) ($) | Death ($) | Disability ($) | | Ricardo Cardenas | | | | | | | | FY23 Annual Incentive(3) | 1,590,000 | 1,590,000 | 1,590,000 | 1,590,000 | 1,590,000 | 1,590,000 | | FY23 FlexComp (Retirement Contribution)(4) | 231,287 | 231,287 | 231,287 | 231,287 | 231,287 | 231,287 | | Cash Severance Benefit(5) | — | 1,000,000 | — | 5,000,000 | — | 1,947,918(6) | | Accelerated Vesting of Stock-based Awards(7) | 13,966,263(8) | 13,966,263 | — | 14,003,797 | 14,003,797 | 13,980,996 | | Miscellaneous Benefits(9) | 127,305 | 143,747 | 127,305 | 161,041 | 1,500,000(10) | 202,741 | | Rajesh Vennam | | | | | | | | FY23 Annual Incentive(3) | 619,004 | 619,004 | 619,004 | 619,004 | 619,004 | 619,004 | | FY23 FlexComp (Retirement Contribution)(4) | 116,628 | 116,628 | 116,628 | 116,628 | 116,628 | 116,628 | | Cash Severance Benefit(5) | — | 700,000 | — | 1,942,500 | — | 3,048,589(6) | | Accelerated Vesting of Stock-based Awards(7) | — | 1,938,985 | — | 4,432,358 | 4,432,358 | 3,136,757 | | Miscellaneous Benefits(9) | 73,666 | 90,107 | 73,666 | 98,852 | 1,500,000(10) | 117,317 |

  168. Potential Payments Upon Termination or Change in Control

    | Benefits and Payments Upon Termination | Voluntary Termination ($) | Involuntary Not For Cause Termination(1)($) | Involuntary For Cause Termination ($) | Involuntary Not For Cause Termination or Resignation For Good Reason (Change in Control)(2) ($) | Death ($) | Disability ($) | | Todd A. Burrowes | | | | | | | | FY23 Annual Incentive(3) | 527,900 | 527,900 | 527,900 | 527,900 | 527,900 | 527,900 | | FY23 FlexComp (Retirement Contribution)(4) | 112,236 | 112,236 | 112,236 | 112,236 | 112,236 | 112,236 | | Cash Severance Benefit(5) | — | 735,000 | — | 2,039,625 | — | 897,339(6) | | Accelerated Vesting of Stock-based Awards(7) | 6,452,182 | 6,452,182 | — | 6,477,206 | 6,477,206 | 6,462,003 | | Miscellaneous Benefits(9) | 20,249 | 25,640 | 20,249 | 28,548 | 1,500,000(10) | 70,330 | | Daniel J. Kiernan | | | | | | | | FY23 Annual Incentive(3) | 661,734 | 661,734 | 661,734 | 661,734 | 661,734 | 661,734 | | FY223 FlexComp (Retirement Contribution)(4) | 124,187 | 124,187 | 124,187 | 124,187 | 124,187 | 124,187 | | Cash Severance Benefit(5) | — | 735,000 | — | 2,039,625 | — | 617,229(6) | | Accelerated Vesting of Stock-based Awards(7) | 6,338,492(8) | 6,338,492 | — | 6,361,014 | 6,361,014 | 6,347,333 | | Miscellaneous Benefits(9) | 102,347 | 111,595 | 102,347 | 116,583 | 1,500,000(10) | 157,703 | | M. John Martin | | | | | | | | FY23 Annual Incentive(3) | 597,296 | 597,296 | 597,296 | 597,296 | 597,296 | 597,296 | | FY23 FlexComp (Retirement Contribution)(4) | 118,433 | 118,433 | 118,433 | 118,433 | 118,433 | 118,433 | | Cash Severance Benefit(5) | — | 735,000 | — | 2,039,625 | — | 523,038(6) | | Accelerated Vesting of Stock-based Awards(7) | 6,287,962(8) | 6,287,962 | — | 7,230,119 | 7,230,119 | 6,295,819 | | Miscellaneous Benefits(9) | 17,860 | 34,301 | 17,860 | 43,162 | 1,500,000(10) | 74,907 |

  169. Potential Payments Upon Termination or Change in Control

    | (1) Involuntary not for cause termination includes termination of the NEO’s employment by the Company for any reason other than his or her violation of Company policy. |

  170. Potential Payments Upon Termination or Change in Control

    | (2) Amounts shown are subject to reduction if payments of benefits would result in excise tax liabilities under IRC Section 4999, and would result in the NEO being better off on an after-tax basis. |

  171. Potential Payments Upon Termination or Change in Control

    | (3) Reflects the executive’s actual earned annual cash incentive, which is also included in the Summary Compensation Table. |

  172. Potential Payments Upon Termination or Change in Control

    | (4) Reflects the annual FlexComp Plan award for fiscal 2023 paid in August 2023, which is also included in the Summary Compensation Table. |

  173. Potential Payments Upon Termination or Change in Control

    | (5) For Mr. Cardenas, the Change in Control scenario reflects two times the sum of his base salary plus target bonus. For Messrs. Burrowes, Kiernan, Martin and Vennam, the Change in Control scenario reflects one and one half times the sum of the NEOs base salary plus target bonus. For all NEOs, the Involuntary Not For Cause Termination scenario reflects 52 weeks of base salary, the value they may receive under our severance guidelines. |

  174. Potential Payments Upon Termination or Change in Control

    | (6) Severance benefits under the disability termination scenario reflect the estimated value of expected benefits payable by the Company through our short-term disability policy and by our third-party long-term insurance providers. Assumes continued payment by the Company of an NEO’s base salary for 90 days. After that initial period until reaching age 65, an NEO would be entitled to receive $180,000 of annual disability benefits through the Company’s insured long-term disability program. |

  175. Potential Payments Upon Termination or Change in Control

    | (7) This value is calculated based on the closing market price of $161.28 of our common stock on the NYSE on May 26, 2023, the last trading day before the end of the fiscal year on May 28, 2023. For stock options, this value equals the difference between the closing market price of $161.28 of our common stock on the NYSE on May 26, 2023, and the exercise price, multiplied by the number of option shares subject to accelerated vesting upon termination. Performance Stock Unit payouts are estimated assuming 100 percent performance results. The amounts include accumulated cash and stock dividends on the outstanding Restricted Stock Units and Performance Stock Units, respectively. |

  176. Potential Payments Upon Termination or Change in Control

    | (8) This amount represents the value of awards that would receive continued and/or accelerated vesting when an NEO qualifies for retirement as of May 28, 2023. |

  177. Potential Payments Upon Termination or Change in Control

    | (9) Miscellaneous benefits include the value of health and life insurance benefits, post-retiree medical benefits (if applicable), FlexComp Plan benefits, and miscellaneous perquisites such as discount on the purchase of their company car. |

  178. Potential Payments Upon Termination or Change in Control

    | (10) The maximum life insurance benefit for normal death is $1,500,000; for accidental death, the maximum is $3,000,000; and an additional $500,000 may be paid if death is attributable to death while traveling on business. These benefits would be paid from term life insurance policies. |

  179. Potential Payments Upon Termination or Change in Control

    The Company is party to trust agreements to provide for payments under our non-qualified deferred compensation plans, including the FlexComp Plan. In addition, stock options, restricted stock, restricted stock units and PSUs issued under our stock plans are subject to accelerated vesting in the event of a termination not for cause or for good reason following a change in control, as defined in those plans or related award agreements.

  180. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median compensated employee and the annual total compensation of Mr. Cardenas, who served as our President and Chief Executive Officer for all of fiscal 2023. For the fiscal year ending May 28, 2023, our last completed fiscal year:

  181. CEO Pay Ratio

    | • | The annual total compensation of the median compensated of all employees of the Company (other than our CEO) was $22,248. |

  182. CEO Pay Ratio

    | • | The annual total compensation of Mr. Cardenas for fiscal 2023, as reported in the Summary Compensation Table of this Proxy Statement, was $8,500,029. |

  183. CEO Pay Ratio

    As a result, for fiscal 2023, the ratio of the annual total compensation of Mr. Cardenas, who served as our CEO for all of fiscal 2023, to the annual total compensation of the median compensated of all employees was 382 to 1. Neither the Compensation Committee nor management of the Company uses the pay ratio measure in making compensation decisions. Due to the variable nature of part time restaurant team member schedules, work hours and tenures from one year to the next, we believe it is most appropriate to identify a new median employee for each fiscal year. To identify the median compensated employee and to determine the annual total compensation of the median employee, we used the following methodology, which is substantially the same methodology we used in fiscal 2022:

  184. CEO Pay Ratio

    | • | We prepared a listing of all of the Company’s employees as of February 27, 2023, three months prior to our fiscal year end, resulting in a list of approximately 183,000 employees after certain permitted exclusions. As permitted by the de minimis exception under applicable SEC rules, we excluded all of our non-United States based employees, as they represented less than 5 percent of our total workforce. We excluded approximately 1,100 employees located in Canada. The remaining employees were all based in the United States. We also excluded new hires who had not yet received their first paycheck. |

  185. CEO Pay Ratio

    | • | We organized the resulting list by a consistently applied compensation measure (the Compensation Measure). The Compensation Measure that we used was comprised of all items of compensation, both cash and non-cash paid to our employees during the fiscal year, as represented in our corporate payroll system, excluding items such as FlexComp awards, performance stock unit awards, restricted stock awards and certain other similar or related items that are not widely distributed to all employees. We annualized the compensation of employees who were hired during fiscal 2023. We then determined the median amount from this list and the related employee is our “median employee.” The median employee determined for fiscal 2023 is a part time team member at one of our restaurants. |

  186. CEO Pay Ratio

    | • | After identifying the median employee, we calculated annual total compensation for this employee using the same methodology we use for calculating the total compensation of our named executive officers as set forth in the Summary Compensation Table. |

  187. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure This disclosure has been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K under the 1934 Act (“Item 402(v)”) and does not necessarily reflect value actually realized by the Named Executive Officers or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. For discussion of how the Compensation Committee seeks to align pay with performance when making compensation decisions, please review the Compensation Discussion and Analysis beginning on page 52. The following tables and related disclosures provide information about (i) the total compensation (“SCT Total”) of our principal executive officer (“PEO”) and our non-PEO Named Executive Officers (collectively, the “Other NEOs”) as presented in the Summary Compensation Table on page 66 , (ii) the “compensation actually paid” (“CAP”) to our PEO and our Other NEOs, as calculated pursuant to Item 402(v), (iii) certain financial performance measures, and (iv) the relationship of the CAP to those financial performance measures for fiscal years 2021, 2022 and 2023:

  188. Pay Versus Performance Disclosure

    | Year(1) | Summary Compensation Table Total for PEO(2) | Compensation Actually Paid to PEO(3) | Average Summary Compensation Table Total for Non-PEO NEO(4) | Average Compensation Actually Paid to Non-PEO NEO(5) | Value of Initial Fixed $100 Investment Based on: | | Net Income (millions)(7) | Adjusted Darden Diluted Net EPS(8) | | | | | | | Total Shareholder Return ($) | Peer Group (6) Total Shareholder Return ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 8,500,029 | 15,246,533 | 3,205,321 | 5,905,006 | 226.97 | 122.21 | 981.9 | 8.00 | | 2022 | 11,891,841 | 8,852,886 | 3,517,201 | 2,886,390 | 171.15 | 123.74 | 952.8 | 7.40 | | 2021 | 10,128,186 | 34,914,894 | 2,627,292 | 5,808,702 | 188.58 | 139.04 | 629.3 | 4.31 |

  189. Pay Versus Performance Disclosure

    | (1) “Year” means the fiscal year. |

  190. Pay Versus Performance Disclosure

    | (2) PEO means: |

  191. Pay Versus Performance Disclosure

    | Fiscal 2023 | Ricardo Cardenas | | Fiscal 2022 | Eugene I. Lee, Jr. | | Fiscal 2021 | Eugene I. Lee, Jr. |

  192. Pay Versus Performance Disclosure

    | (3) Adjustments to Calculate Compensation Actually Paid to PEO (Column (c)) |

  193. Pay Versus Performance Disclosure

    | Items Adjusted | 2023 | 2022 | 2021 | | Reported Summary Compensation Table | 8,500,029 | 11,891,841 | 10,128,186 | | Reported Value Equity Awards | (5,562,526) | (5,982,682) | (5,496,847) | | Year-End Fair Value of Outstanding Equity Awards Granted in Year | 9,961,422 | 5,163,812 | 13,430,669 | | Year Over Year Change in Fair Value of Outstanding Unvested Equity Granted in Prior Years | 2,219,441 | (2,838,468) | 15,438,828 | | Year Over Year Change in Fair Value of Equity Granted in Prior Years and Vested in Year | (181,368) | (167,098) | 979,895 | | Value of Dividends Paid on Unvested Equity | 309,535 | 785,481 | 434,163 | | Total Equity Award Adjustments | 15,246,533 | 8,852,886 | 34,914,894 |

  194. Pay Versus Performance Disclosure

    | (4) Non-PEO NEOs include: |

  195. Pay Versus Performance Disclosure

    | Fiscal 2023 | Todd A. Burrowes, Daniel J. Kiernan, M. John Martin, Rajesh Vennam | | Fiscal 2022 | Todd A. Burrowes, Ricardo Cardenas, M. John Martin, Rajesh Vennam | | Fiscal 2021 | Todd A. Burrowes, Ricardo Cardenas, David C. George, Daniel J. Kiernan, M. John Martin, Rajesh Vennam |

  196. Pay Versus Performance Disclosure

    | (5) Adjustments to Calculate Average Compensation Actually Paid to Other NEOs (Column (e)) |

  197. Pay Versus Performance Disclosure

    | Items Adjusted | 2023 | 2022 | 2021 | | Reported Summary Compensation Table | 3,205,321 | 3,517,201 | 2,627,292 | | Reported Value Equity Awards | (1,668,767) | (1,577,189) | (1,075,089) | | Year-End Fair Value of Outstanding Equity Awards Granted in Year | 2,988,436 | 1,361,314 | 2,155,749 | | Year Over Year Change in Fair Value of Outstanding Unvested Equity Granted in Prior Years | 1,307,395 | (550,759) | 1,897,626 | | Year Over Year Change in Fair Value of Equity Granted in Prior Years and Vested in Year | (87,150) | (29,572) | 126,493 | | Value of Dividends Paid on Unvested Equity | 159,771 | 165,395 | 76,631 | | Total Equity Award Adjustments | 5,905,006 | 2,886,390 | 5,808,702 |

  198. Pay Versus Performance Disclosure

    | (6) Represents the cumulative TSR of the S&P Consumer Discretionary Select Sector Index. |

  199. Pay Versus Performance Disclosure

    | (7) The dollar amount represents the amount of net income reported in the Company’s audited financial statements for the applicable fiscal year. |

  200. Pay Versus Performance Disclosure

    | (8) Adjusted Darden Diluted Net EPS was selected as the Company-Selected Measure. A detailed Adjusted EPS reconciliation can be found in our Compensation Discussion and Analysis of the Company’s Proxy Statement for the applicable fiscal year, each as filed with the SEC on August 9, 2021, August 8, 2022 and August 7, 2023, respectively. |

  201. Pay Versus Performance Disclosure

    The tables above in notes (3) and (5) describe the adjustments, each of which is required by SEC rules, to calculate CAP Amounts from the SCT Total of our PEO (Column (b)) and our Other NEOs (Column (d)). The SCT Total and CAP Amounts do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402(v).

  202. Pay versus Performance Descriptive Disclosure

    Pay versus Performance Descriptive Disclosure

  203. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR The table below shows the relationship between the amount of compensation actually paid to the PEO and the average amount of compensation actually paid to the Company’s NEOs as a group and the Company’s Total Shareholder Return and Total Shareholder Return of our peer group, the S&P Consumer Discretionary Select Sector Index. Neither the Company’s Total Shareholder Return nor the peer group Total Shareholder Return are performance metrics in the Company’s incentive plans. The Company’s Total Shareholder return as a percentile rank versus the Total Shareholder Return of the constituents of a different peer group is a performance measure in the Company’s Performance Stock Unit Awards. Please see Compensation Discussion and Analysis

  204. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The table below shows the relationship between the amount of compensation actually paid to the PEO and the average amount of compensation actually paid to the Company’s NEOs as a group and the Company’s Net Income. Net Income is not a performance measure in any of the Company’s incentive plans and any alignment would be indirect. Please see Compensation Discussion and Analysis

  205. Compensation Actually Paid and Adjusted Diluted Net EPS

    Compensation Actually Paid and Adjusted Diluted Net EPS The table below shows the relationship between the amount of compensation actually paid to the PEO and the average amount of compensation actually paid to the Company’s NEOs as a group and the Company’s Adjusted Diluted Net EPS. Adjusted Diluted Net EPS is the Company Selected Measure because it is a performance measure in the Company’s Annual Incentive Plan. Note, compensation actually paid to the PEO and the average amount of compensation actually paid to the Company’s NEOs as a group is impacted by changes in stock price and other performance metrics in the Company’s Incentive Plans. Please see Compensation Discussion and Analysis in this Proxy Statement for a description of the Company’s Executive Compensation Philosophy and Strategy.

  206. Pay versus Performance Tabular List

    Pay versus Performance Tabular List The table below lists our most important performance measures used to link “Compensation Actually Paid” for our NEOs to company performance, over the fiscal year ending May 28, 2023. These measures are among the measures used to determine the annual incentive and the PSU component of long-term incentive payouts for each of the NEOs. For more information on annual incentives and actual payouts for each NEO, see “Annual Incentive Plan ” beginning on page 57 of this Proxy Statement. For more information on the PSU component of the long-term incentives for each NEO, see “Long-Term Incentives” beginning on page 60 of this Proxy Statement. The performance measures included in this table are not ranked by relative importance.

  207. Pay versus Performance Tabular List

    | Darden Adjusted Diluted Net EPS | | Darden Same-Restaurant Sales Growth | | Relative Total Shareholder Return |

  208. How do I submit a shareholder proposal, nominate directors or recommend director nominees, or submit other business for next year’s annual meeting?

    How do I submit a shareholder proposal, nominate directors or recommend director nominees, or submit other business for next year’s annual meeting? If you wish to submit a proposal for inclusion in our Proxy Statement for our 2024 Annual Meeting, the proposal must comply with applicable requirements or conditions established by the SEC, including Rule 14a-8 under the Exchange Act, and must be received by our Corporate Secretary at our principal office no later than the close of business on Tuesday, April 9, 2024. Please address your proposal to: Matthew R. Broad, Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary, Darden Restaurants, Inc., 1000 Darden Center Drive, Orlando, Florida 32837. Under our Bylaws (which are subject to amendment at any time), if you wish to nominate a director at our 2024 Annual Meeting and such nomination will not be included in the proxy statement for that meeting, or you wish to bring other business before the shareholders at our 2024 Annual Meeting, you must:

  209. How do I submit a shareholder proposal, nominate directors or recommend director nominees, or submit other business for next year’s annual meeting?

    | • | Notify our Corporate Secretary in writing on or before Thursday, May 23, 2024; and |

  210. How do I submit a shareholder proposal, nominate directors or recommend director nominees, or submit other business for next year’s annual meeting?

    | • | Include in your notice the specific information required by our Bylaws and otherwise comply with the requirements of our Bylaws and applicable law. |

  211. How do I submit a shareholder proposal, nominate directors or recommend director nominees, or submit other business for next year’s annual meeting?

    Our Bylaws also provide a proxy access right to permit a shareholder, or a group of not more than 10 shareholders, owning continuously for at least 3 years shares of our Company representing an aggregate of at least 3 percent of the voting power entitled to vote in the election of directors, to nominate and include in our proxy materials director nominees constituting up to 25 percent of the number of the directors in office, provided that the shareholder(s) and the nominee(s) satisfy the requirements in our Bylaws. If you wish to exercise your proxy access right to nominate a director(s), you must:

  212. How do I submit a shareholder proposal, nominate directors or recommend director nominees, or submit other business for next year’s annual meeting?

    | • | Notify our Corporate Secretary in writing on or before Tuesday, April 23, 2024; and |

  213. How do I submit a shareholder proposal, nominate directors or recommend director nominees, or submit other business for next year’s annual meeting?

    | • | Include in your notice the specific information required by our Bylaws and otherwise comply with the requirements of our Bylaws and applicable law. |

  214. How do I submit a shareholder proposal, nominate directors or recommend director nominees, or submit other business for next year’s annual meeting?

    If you would like a copy of our Bylaws, we will send you one without charge on request. A copy of our Bylaws also is available at www.darden.com. If you wish to recommend a nominee for director, you should comply with the procedures provided in our Director Nomination Protocol available at www.darden.com as Appendix A to our Nominating and Governance Committee charter and discussed under the heading “Meetings of the Board of Directors and Its Committees — Board of Directors — Director Candidates Recommended by Shareholders” above.