defa14a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
|
|
Filed by the Registrant þ Filed by a Party other than the Registrant ¨
|
|
|
Check the appropriate box:
|
|
¨
|
Preliminary Proxy Statement
|
|
¨
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
|
¨
|
Definitive Proxy Statement
|
|
þ
|
Definitive Additional Materials
|
|
¨
|
Soliciting Material Pursuant to §240.14a-12
|
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|
¨
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
|
(1)
|
Title of each class of securities to which transaction applies:
|
|
|
(2)
|
Aggregate number of securities to which transaction applies:
|
|
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
|
(4)
|
Proposed maximum aggregate value of transaction:
|
|
¨
|
Fee paid previously with preliminary materials.
|
|
¨
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
|
|
(1)
|
Amount Previously Paid:
|
|
|
(2)
|
Form, Schedule or Registration Statement No.:
|
Set forth on the following page are talking points intended to be used on an as-needed basis with employees of Darden Restaurants, Inc. (the “Company”) regarding the Company’s 2014 Annual Meeting of Shareholders.
Recommendations by Proxy Advisory Firms
Institutional Shareholder Services (ISS), Glass Lewis and Egan-Jones are proxy advisory firms that provide research and voting recommendations to their clients, which include institutional investors, pension funds and money managers. While these recommendations can be influential, they are not outcome determinative. Each investor makes its own decision on how to vote; the advisory firm recommendations are a tool used in reaching the decision.
As you may have heard, ISS and Glass Lewis have recommended support for Starboard’s slate of director nominees. We do not agree with these recommendations and have issued public statements accordingly.
In addition, we have heard from many Darden shareholders who, like us, do not support giving complete control of the Darden Board to Starboard and its nominees. We are continuing to communicate with all of Darden’s shareholders, in person or in writing, about the benefits of Darden’s slate of director nominees and the importance of voting on Darden’s BLUE proxy card.
Communicating with Shareholders
Over the last months, Darden has been speaking with shareholders in a number of ways regarding the upcoming Annual Meeting. In addition to mailings to shareholders, our proxy solicitor, Innisfree, is conducting a phone campaign to ensure that shareholders have received materials and to encourage them to cast their vote on the BLUE proxy card.
In addition, members of Darden’s Board, our new director nominees, and members of Darden’s management leadership team are having in-person meetings and conference calls with shareholders to be sure they understand the positive improvements we are making across the Company as part of our efforts to drive value for our shareholders, employees and guests.
How to Cast a Vote for Darden’s Slate
For any company, the proxy voting process can be complicated and confusing. There are a variety of ways that individuals can own shares in Darden, and consequently, there are a number of ways that proxy related voting materials will be received. The best advice to give employees seeking help with the voting process is to have them call the team at Innisfree, our proxy solicitor. The Innisfree number is 877-825-8631.