Darden Restaurants (DRI) Proxy filing summary

Executive summary

• Annual meeting scheduled for September 23, 2026, with online participation and voting options for shareholders of record as of July 29, 2026.

• Fiscal 2026 saw record sales of $13.2B, net earnings of $1.2B, and $1.4B returned to shareholders via dividends and buybacks.

• Continued investment in team members, including competitive wages, scholarships, and community grants.

Voting matters and shareholder proposals

• Election of nine directors to serve until the next annual meeting.

• Advisory approval of executive compensation (say-on-pay).

• Ratification of KPMG LLP as independent auditor for fiscal 2027.

• Shareholder proposal to require Board review and disclosure if a director receives less than 80% support in uncontested elections; Board recommends voting against.

Board of directors and corporate governance

• Board consists of nine members, eight of whom are independent; all directors elected annually.

• Board committees (Audit, Compensation, Finance, Nominating and Governance) are composed solely of independent directors.

• Board Chair is independent; robust stock ownership requirements for directors and executives.

• Board and committees conduct annual self-assessments; no supermajority voting requirements.

• Succession planning and director education are ongoing priorities.