Darden Restaurants (DRI) Proxy Filing summary

Executive summary

• Annual meeting scheduled for September 17, 2025, with voting on four key proposals, including director elections, executive compensation, auditor ratification, and a shareholder ESG proposal.

• Fiscal 2025 saw strong financial results: $1.05B net earnings, $1.7B net cash from operations, $1.1B returned to shareholders, and 2.0% same-restaurant sales growth (excluding Chuy's and Ruth's Chris).

• Acquisition of 103 Chuy's restaurants completed, and a five-year strategic plan finalized for all brands.

• Continued investment in team members, including wage increases, scholarships, and community support programs.

Voting matters and shareholder proposals

• Proposal 1: Election of nine director nominees, all previously serving, with a focus on diversity and experience.

• Proposal 2: Advisory approval of executive compensation, with 95.17% support in 2024.

• Proposal 3: Ratification of KPMG LLP as independent auditor for FY ending May 31, 2026.

• Proposal 4: Shareholder proposal to disclose measurable GHG reduction targets; board recommends voting against, citing ongoing improvements and robust disclosures.

Board of directors and corporate governance

• Board consists of nine members, eight of whom are independent; annual elections with majority vote standard.

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

• Board leadership separated between independent Chair and CEO.

• Succession planning and director education are ongoing priorities.

• Shareholders holding 10% can call special meetings; no supermajority voting requirements.